Common use of Indemnification by Purchaser Clause in Contracts

Indemnification by Purchaser. Purchaser shall indemnify and hold harmless Seller, and shall reimburse Seller for any Damages arising from or in connection with: (a) any inaccuracy in any of the representations and warranties of Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (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 person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Date.

Indemnification by Purchaser. Purchaser shall hereby agrees to indemnify Seller and hold harmless Sellerits Affiliates and their respective officers, directors and employees (the “Seller Indemnified Parties”) against, and shall reimburse Seller for agrees to hold them harmless from, any Damages arising Loss to the extent such Loss arises from or in connection withwith the following: (ai) any inaccuracy in any of the representations and warranties of Purchaser in this Agreement or in any certificate delivered breach by Purchaser pursuant to this Agreement, or of any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under contained in this Agreement; (cii) any claim breach by Purchaser of 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 person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated covenant contained in this Agreement; andor (diii) any Assumed Liability. Notwithstanding the foregoing, the indemnifications in favor of the Seller Indemnified Parties contained in this Section 7.3: (A) shall not be effective until the aggregate dollar amount of all Losses indemnified against under this Section 7.2 exceeds the Threshold Amount, in which event Purchaser shall be liable for all Losses including the Threshold Amount; and (B) shall terminate once the aggregate dollar amount of all Losses indemnified against under this Section 7.3 aggregates the Cap Amount and Purchaser shall thereafter have no further obligations or liabilities with respect to any product liability associated with the Equipment for the period after the Closing Dateof such Losses referred to in this Section 7.3; provided, however, that (i) Purchaser the foregoing limitations on Purchaser’s indemnification obligations pursuant to this Section 7.3 shall have no obligation not apply to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify any indemnification by Seller for any claims made breach of the representations and warranties contained in Sections 5.1 or 5.2 or any Losses asserted against, imposed upon or incurred by the Purchaser Indemnified Parties resulting from any Seller under this Section 7.2 after twenty four (24) months after the Closing DateAssumed Liability.

Indemnification by Purchaser. Purchaser shall indemnify and hold harmless Seller, and shall reimburse Seller for any Damages arising from or in connection with: (a) any inaccuracy in any of the representations and warranties of Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (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 person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' 's aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four eighteen (2418) months after the Closing Date.

Indemnification by Purchaser. Purchaser shall indemnify and hold harmless Seller, and shall reimburse Seller for any Damages arising from or in connection with: (a) any inaccuracy in any of the representations and warranties of Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (c) any claim by any person for brokerage or finder's ’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 person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' ’ aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Date.

Indemnification by Purchaser. Purchaser shall indemnify and hold harmless Sellerand indemnify each of the Shareholder Indemnitees from and against, and shall compensate and reimburse Seller for each of the Shareholder Indemnitees for, any Damages arising that are directly or indirectly suffered or incurred by the Shareholder Indemnitees or to which any of the Shareholder Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or in connection as a direct or indirect result of, or are directly or indirectly connected with: (a) any inaccuracy in Breach by the Purchaser of any representation or warranty of the representations and warranties of Purchaser contained in this Agreement or in any certificate delivered by Purchaser pursuant to this other Transactional Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Breach of any covenant of the Purchaser to perform contained in this Agreement or comply with any agreement made by it under this other Transactional Agreement;; or (c) any Proceeding relating directly or indirectly to any failure or Breach of the type referred to in clauses "(a)" or "(b)" above (including any Proceeding commenced by the Shareholders for the purpose of enforcing their rights under this Section 6). The Shareholder Indemnitees shall not be entitled to indemnification pursuant to the provisions of this Section 6.4 until 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) exceeds the Basket Amount (it being understood and agreed that the Basket Amount is intended as a deductible, and the Purchaser will not be liable for the first $100,000 of Damages for which the Shareholder Indemnitees are entitled to indemnification). Notwithstanding the foregoing, no Basket Amount shall apply to claims based on fraud or any claim in the nature of fraud. All of the indemnification obligations of the Purchaser shall be satisfied exclusively by issuing shares of Purchaser Series 1 Stock to each of the Shareholders on a pro rata basis in accordance with the respective amounts set forth on Exhibit B; provided, that, the Purchaser may elect, at its sole option, to satisfy such indemnification obligation in cash; and, provided, further, that, no issuance of shares of Purchaser Series 1 Stock or cash, as the case may be, shall be issued to the Shareholders in respect of satisfaction of indemnification obligations on or prior the Rescission Termination Date. Notwithstanding the foregoing, any person for brokerage or finder's fees or commissions or similar payments based upon Breach of any agreement or understanding alleged to have been made by such person with Purchaser covenant (or any person acting on its behalf, regardless of whether Proceeding relating directly or indirectly to any such person purported to act on behalf of Sellerfailure or Breach) in connection with any of the transactions contemplated Purchaser contained in Sections 1.1, 1.2(b), 1.2(c), 1.4, 1.6, 4.1, 4.2(b), 6.1(e), 6.3, 6.4, 6.5, 6.6, 7.7, 7.8, 7.10 or 7.12 of this Agreement; and Agreement shall be satisfied exclusively by the payment in cash of the amount thereof. Any indemnification obligation that may be satisfied by issuance to the Shareholders of shares of Purchaser Series 1 Stock shall be satisfied by issuing that number of shares of Series 1 Stock with a value (dbased on the Series 1 Value) obligations with respect equal to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' the indemnification obligation. The aggregate liability number of shares of Purchaser Series 1 Stock that shall be issued by Purchaser on account of claims for Damages which indemnification shall in no event be satisfied by the issuance of shares of Purchaser Series 1 Stock pursuant to the provisions of this Section 6.4 shall not exceed the Purchase considerationnumber of Escrow Shares (as adjusted for stock splits, stock dividends, recapitalizations and (iii) Purchaser the like). Notwithstanding the foregoing, no limitation shall have no obligation apply to indemnify Seller for claims based on fraud or any claims made by any Seller under this Section 7.2 after twenty four (24) months after claim in the Closing Datenature of fraud.

Indemnification by Purchaser. Purchaser Dibz shall indemnify and hold harmless SellerGlobalnet, and shall reimburse Seller Globalnet for any Damages arising from or in connection with: (a) any inaccuracy in any of the representations and warranties of Purchaser Dibz in this Agreement or in any certificate delivered by Purchaser Dibz pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser Dibz to perform or comply with any agreement made by it under this Agreement; (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 Dibz (or any person acting on its behalf, regardless of whether such person purported to act on behalf of SellerGlobalnet) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that (i) Purchaser Dibz shall have no obligation to indemnify Seller for Globalnetfor Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' Dibz’s aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser Dibz shall have no obligation to indemnify Seller for Globalnetfor any claims made by any Seller Globalnet under this Section 7.2 after twenty four (24) months after the Closing Date.

Indemnification by Purchaser. From and after the Closing Date, Purchaser shall indemnify indemnify, defend and hold Shareholder harmless Seller, from and shall against and reimburse Seller Shareholder for any Damages and all claims, losses, liabilities, damages, costs and expenses (including, without limitation, reasonable attorneys' fees) (collectively, "Liabilities") that may be incurred by Shareholder arising from or in connection with: relating to: (a) any inaccuracy in any Purchaser's failure to cause the release of Shareholder from his guaranty of the representations and warranties of Purchaser in this Agreement BB&T Indebtedness on or in any certificate delivered by Purchaser pursuant to this Agreementbefore November 17, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); 2006; (b) any failure by breach of any representation, warranty, covenant, obligation or agreement of Purchaser to perform contained herein or comply with in any agreement made by it under this Agreement; document or instrument delivered pursuant hereto, and (c) any claim personal guaranty provided by Shareholder for the benefit of Fireline to 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 person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any vendor of the transactions contemplated Business arising in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Datenormal course of business; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until Shareholder (i) unless the aggregate Damages exceed amount of Liabilities incurred by Shareholder exceeds $20,000 and100,000.00, in such event, whereupon Purchaser or Purchaser shall be required to indemnify Shareholder for the full amount of such DamagesLiabilities exceeding $100,000.00, (ii) Purchaser' aggregate liability for Damages shall subject to the limitations set forth below. Notwithstanding the foregoing, in no event exceed shall Shareholder claim an aggregate amount of losses otherwise subject to indemnification against Purchaser or Purchaser which exceeds the Purchase consideration, and (iii) Purchaser shall have no obligation Price actually paid to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing DateShareholder.

Indemnification by Purchaser. (a) Purchaser hereby agrees that from and after the Closing it shall indemnify indemnify, defend and hold harmless SellerSellers, their Affiliates, and shall reimburse 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 for Indemnified Parties” and, collectively with the Purchaser Indemnified Parties, the “Indemnified Parties”), from, against and in respect of any Damages Losses imposed on, sustained, incurred or suffered by, or asserted against, any of the Seller Indemnified Parties, whether in respect of third party claims, claims between the parties hereto, or otherwise, directly or indirectly relating to, arising from out of or in connection withresulting from: (ai) Any breach of any inaccuracy representation or warranty made by Purchaser contained in Article V for the period such representation or warranty survives, it being understood that for purposes of this Section 8.3 any qualifications in the text of any such representation or warranty relating to materiality, material adverse effect, or Knowledge shall be disregarded for purposes of determining whether such representation or warranty was breached; provided that Purchaser shall only indemnify the Seller Indemnified Parties for the representations and warranties of Purchaser set forth in this Agreement or in Exhibit F to the extent any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty)Stock Consideration is delivered; (bii) any failure by breach of a covenant or agreement of Purchaser to perform or comply with any agreement made by it under this Agreement; (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 person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated contained in this Agreement; and (diii) obligations any of the Assumed Liabilities except to the extent the Purchaser Indemnified Parties are entitled to indemnification with respect thereto under this Article VIII. (b) Purchaser shall not be liable to the Seller Indemnified Parties for (i) de minimis loss with respect to any product liability associated the matters contained in Section 8.3(a)(i) (other than with respect to a breach of the Equipment for the period after the Closing Date; providedrepresentations and warranties set forth in Sections 5.1, however5.2, that (iand 5.9) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, or (ii) Purchaser' aggregate liability for Damages shall any Losses with respect to the matters contained in no event exceed Section 8.3(a)(i) (other than with respect to a breach of the Purchase considerationrepresentations and warranties set forth in Sections 5.1, 5.2, and 5.9) unless the Losses therefrom exceed an aggregate amount (iiiincluding all Losses attributable to Purchaser other than any de minimis losses) Purchaser shall have no obligation equal to indemnify Seller $32,500,000, and then only for any claims made by any Seller under this Section 7.2 after twenty four (24) months after Losses in excess of that amount and up to an aggregate amount equal to 22.5% of the Closing DatePremium.

Indemnification by Purchaser. Purchaser shall indemnify and hold harmless Seller, and shall reimburse Seller Seller, for any Damages arising from or in connection with: (a) any inaccuracy in any of the representations and warranties of Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (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 person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment Asset for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 20,000, each and, in such event, for the full amount of such Damages, (ii) Purchaser' 's aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any the Seller under this Section 7.2 Agreement after twenty four eighteen (2418) months after the Closing Date.

Indemnification by Purchaser. (a) From and after the Effective Time, subject to the limitations set forth in this Article VI, Purchaser shall indemnify Parent, its Affiliates, and their respective officers, directors, employees, agents and representatives (each, a “Seller Indemnitee”) against, and hold them harmless Sellerfrom, and shall reimburse Seller for any Damages arising Losses, as incurred, to the extent, directly or indirectly, resulting from or in connection witharising out of: (a1) any inaccuracy in breach of any of the representations and or warranties of made by Purchaser in this Agreement or (such representations and warranties to be read for this purpose without reference to any Excluded Purchaser Qualification); provided that if the Stock Consideration shall equal zero, then such indemnification obligation shall not apply in respect of any certificate delivered by breach of any of the Specified Purchaser pursuant Representations, it being further agreed that notwithstanding anything in this Agreement to this Agreementthe contrary, or in the event that the Stock Consideration shall equal zero, then no Seller Indemnitee shall be entitled to any actions, omissions or state monetary remedy whatsoever in respect of facts inconsistent with any breach of any such representation Specified Purchaser Representation, except in the case of fraud, intentional misconduct or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty)willful breach; (b2) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (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 person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated its covenants or agreements contained in this Agreement; and (d3) obligations any Liability of the Bank and its Subsidiaries related to their respective businesses or assets or any liability or obligation to the extent resulting from Purchaser’s or the Bank’s or its Subsidiaries’ failure to pay, discharge and perform any such liability or obligation when and as due, whether such liability or obligation is now in existence or hereafter incurred (except for such matters of the type for which Parent may be obligated to indemnify the Purchaser Indemnitees pursuant to Section 6.02). (b) Purchaser shall not be liable to the Seller Indemnitees pursuant to Section 6.03(a)(1) until the Losses with respect to any product liability associated with such matters exceed the Equipment Deductible and then only for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such DamagesLosses in excess of the Deductible, (ii) Purchaser' up to an aggregate liability for Damages shall maximum amount payable in no event exceed excess of the Purchase consideration, and (iii) Purchaser shall have no obligation Deductible equal to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing DateIndemnity Cap.

Indemnification by Purchaser. Subject to the limits in Section 5.5, the Purchaser shall covenants and agrees with the Vendor to indemnify and hold save harmless Sellerthe Vendor, effective as and shall reimburse Seller for from the Time of Closing, from and against any Damages Claims which may be made or brought against Vendor, or which Vendor may suffer or incur as a result of, in respect of, or arising from or in connection without of: (a) any inaccuracy in non-fulfilment of any of the representations and warranties of Purchaser covenant on its part contained in this Agreement, the Investor Rights Agreement or in any other agreement, certificate or instrument delivered by Purchaser pursuant to this Agreement, it hereunder or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty)thereunder; (b) any failure by Purchaser to perform misrepresentation or comply with inaccuracy in any agreement made of its representations or warranties contained in this Agreement, the Investor Rights Agreement or in any other agreement, certificate or instrument delivered by it under pursuant to this Agreement; (c) any claim all liabilities and obligations arising out of or relating to ownership of Bralorne or the ownership or operation of, or activities conducted on, the Bralorne Mine Property by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged Bralorne following Closing, except those that are subject to have been made indemnification by such person with Purchaser Vendor pursuant to Section 5.3(d); (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Sellerd) in connection with any of the transactions contemplated in this AgreementReclamation and Rehabilitation Costs; and (de) obligations with respect to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims Claim made by any Seller purchaser of Flow-Through Shares issued by Vendor pursuant to the tax indemnity given by Vendor to such purchaser under a FT Agreement, provided the indemnity in this Section 7.2 after twenty four (245.4(e) months after shall be limited to and only apply to any indemnity payments required to be made by Vendor to such purchaser which result solely from Bralorne’s failure to incur and renounce the Closing DateFT Expenses to Vendor.

Indemnification by Purchaser. The Purchaser shall agrees to pay and to indemnify and hold harmless Sellerand defend the Vendors and their Affiliates (but not any Acquired Subsidiary after the Closing), and shall reimburse Seller for their respective successors and assigns from and against any and all Damages suffered by either Vendor which are caused by or arising from out of or in connection withrespect of: (a) any inaccuracy the Allied Guarantees which are listed and identified in any Section 4.19 of the representations and warranties Vendor Disclosure Schedule; (b) any breach or default in the performance by the Purchaser of any covenant or agreement of the Purchaser contained in this Agreement or any Ancillary Agreement to which the Purchaser is a party; and (c) any breach of warranty or inaccurate or erroneous representation made by the Purchaser in Article V of this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (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 person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) the Purchaser under, or concerning the representations and warranties in connection with any Article V of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that the amount of any Damages in respect of which the Purchaser shall be required to indemnify the Vendors under clause (b) of this Section 14.2 (but not under clauses (a) and (c) of this Section 14.2) shall be limited to the amount by which the aggregate of all such Damages exceeds $10,000,000. For purposes of this Section 14.2, the representations and warranties shall be read as if references therein to the materiality to the Purchaser of any condition, fact, statement, event or act (including all references to "Material Adverse Effects" and "in all material respects") were deleted and the effect of any such references were deleted altogether. Thus, for example: (i) Purchaser any representation that a statement is true and correct in all material respects shall have no obligation to indemnify Seller for Damages until be read as a representation that the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, statement is true and correct; (ii) Purchaser' aggregate liability for Damages any representation that a condition exists except to the extent that its failure to exist would not have a Material Adverse Effect on the Purchaser shall in no event exceed the Purchase consideration, be read as a representation that such condition exists; and (iii) any representation that no incidents of a specific nature have occurred that would have a Material Adverse Effect on the Purchaser shall be read as a representation that no incidents of such nature have no obligation to indemnify Seller for any claims made by any Seller under occurred. For purposes of this Section 7.2 after twenty four (24) months after 14.2, the Closing Datecovenants, representations and warranties shall be read as if references therein to the "knowledge of the Purchaser" were deleted in their entirety.

Indemnification by Purchaser. Purchaser shall indemnify Purchasers shall, jointly and severally, indemnify, defend and hold harmless Sellerthe Sellers and their Affiliates and their respective employees, directors and officers (collectively, the "SELLERS GROUP") from and against, and shall reimburse Seller for pay or reimburse, as the case may be, the Sellers Group for, any and all Damages paid, incurred, accrued or sustained by the Sellers Group directly or indirectly based upon, arising from out of or otherwise in any way relating to or in connection withrespect of: (a) 11.4.1. any inaccuracy breach of any representation or warranty made by the Purchasers in any Transaction Document on the date of the representations and warranties of Purchaser in this Agreement or on the Closing Date; or 11.4.2. any breach or violation of any covenant or agreement by the Purchasers that should have been performed at or prior to the Closing as contained in any certificate delivered by Purchaser pursuant Transaction Document. 11.4.3. any and all Damages based on, arising under or resulting from any Purchased Asset or any Assumed Liability or for failure to pay to Sellers in full the purchase price for the Purchased Assets in accordance with this Agreement, ; provided that such indemnification shall not derogate from the right of the Buyer Group to seek indemnification from the Sellers in connection with such Purchased Asset or any actions, omissions or state Assumed Liability in the event of facts inconsistent with any such a breach of representation or warranty (for purposes of this clause (a)or covenant by Sellers in that regard, each schedule subject to and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply in accordance with any agreement made by it under this Agreement; (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 person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any Section 11.2. The indemnification obligations of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period Purchasers under Sections 11.4.1 and 11.4.2 shall terminate 18 months after the Closing Date; , provided, however, that (i) Purchaser any obligations to indemnify and hold harmless shall not terminate with respect to any Damages as to which the Person to be indemnified shall have no obligation given notice (stating in reasonable detail the basis of the claim for indemnification) to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, indemnifying party in such event, for accordance with Section 11.5 before the full amount termination of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Date18-month period.

Indemnification by Purchaser. (a) After the execution and delivery of this Agreement, Purchaser shall agrees to indemnify and hold harmless Sellerthe Shareholders, the General Partners, the Companies and their subsidiaries, affiliates, and shall reimburse Seller for all such person’s respective officers, directors, employees and agents (collectively, the “Companies’ Indemnified Persons”), against and in respect of any Damages incurred or sustained by any of them (i) as a result of any breach by Purchaser of the representations, warranties, covenants or agreements made by Purchaser contained herein, or (ii) related to, arising from or in connection with: (a) any inaccuracy in any of the representations and warranties of Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty);the Companies Assumed Liability. (b) any failure by Purchaser With respect to perform or comply with any agreement made by it claims for indemnification under clause (i) of Section 5.4(a) of this Agreement; (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 person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any none of the transactions contemplated in this Agreement; and (d) obligations with respect Companies’ Indemnified Persons shall be entitled to make any product liability associated with the Equipment such claim for the period indemnification for any breach of representation or warranty after the Closing Date; date on which the same ceases to survive pursuant to Section 5.1 hereof, provided, however, that (i) if prior to such date Purchaser shall have no obligation received written notification of a claim for indemnity from the Companies’ Indemnified Person, which notice shall specify in reasonable detail the facts and circumstances which form the basis for such claim, then such claim, if diligently pursued, shall continue as a basis for indemnity until it is finally resolved. (c) With respect to indemnify Seller claims for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, indemnification under clause (ii) Purchaser' aggregate liability of Section 5.4(a) of this Agreement, any of the Companies’ Indemnified Persons shall be entitled at any time to make any claim for Damages shall in no event exceed the Purchase considerationindemnification thereunder, and (iii) the obligations of Purchaser thereunder shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Datebe perpetual.

Indemnification by Purchaser. From and after the Closing Date, Purchaser shall indemnify and hold harmless SellerSellers and their Affiliates, each of their respective directors, officers and employees, and shall reimburse Seller for each of the successors and assigns of any Damages of the foregoing (collectively, the “Sellers Indemnified Parties” and together with the Purchaser Indemnified Parties the “Indemnified Parties”) from and against any and all Losses resulting from or arising from out of or in connection with: (ai) any inaccuracy in breach of any of the representations and warranties of representation or warranty by Purchaser contained in this Agreement (each of which for purposes of this paragraph shall be read as though none of them contains any material adverse change or effect qualifier or other materiality qualifier) to the extent that a claim therefor is presented to Purchaser in any certificate delivered by Purchaser pursuant to accordance with this Agreement, or any actions, omissions or state of facts inconsistent with any Agreement before such representation or warranty (for purposes of terminates in accordance with this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty)Agreement; (bii) any breach of any covenant by Purchaser contained in this Agreement to the extent that a claim therefor is presented to Purchaser in accordance with this Agreement before such covenant terminates in accordance with this Agreement; (iii) anything herein to the contrary notwithstanding, any Required Consent Litigation instituted more than **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** after the Closing Date; (iv) any failure by Purchaser to perform or comply with otherwise fulfill any agreement made by it under this undertaking or obligation pursuant to the Assumption Agreement; (cv) any claim failure by any person for brokerage Purchaser to perform 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 person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with otherwise fulfill any of the transactions contemplated in this AgreementAssumed Liabilities; andor (dvi) obligations with respect any and all Actions and demands incident to any product liability associated with of the Equipment for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in foregoing or such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Dateindemnification.

Indemnification by Purchaser. Subject to the limitations set forth in this ARTICLE XII, the Purchaser shall indemnify and hold harmless the Sellers’ Indemnitees from and against any Indemnification Loss incurred by any Seller, and shall reimburse Seller for any Damages arising ’s Indemnitee to the extent resulting from or in connection with: (ai) any inaccuracy breach of any representation or warranty of the Purchaser in this Agreement, and/or (ii) any breach by the Purchaser of any of its covenants or obligations under this Agreement. The terms of this Section 12.3 shall survive Closing for the Survival Period. No claim for any of the representations and warranties of Purchaser foregoing shall be actionable or payable if the item in this Agreement question results from or in any certificate delivered by Purchaser pursuant to this Agreementis based on a condition, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit other matter which was actually known to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser Seller prior to perform or comply with any agreement made by it under this Agreement; (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 person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that (i) Closing. Purchaser shall have no obligation liability to indemnify any Seller for Damages until a breach of any covenant, representation or warranty or for any indemnification claim unless written notice containing a description of the aggregate Damages exceed $20,000 andspecific nature of such breach or indemnification claim shall have been given by such Seller to Purchaser prior to the expiration of the Survival Period and an action shall have been commenced by such Seller against Purchaser within the Action Period, in such event, for which event the full amount of such Damages, (ii) valid claims shall be actionable. Each Seller agrees to first seek recovery under any insurance policies and service contracts prior to seeking recovery from Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation not be liable to indemnify such Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Dateif such Seller’s claim is satisfied from such insurance policies or service contracts.

Indemnification by Purchaser. Purchaser shall indemnify and hold harmless SellerGVI and each of the Stockholders (the "GVI Indemnified Parties"), and shall reimburse Seller for the GVI Indemnified Parties for, any Damages loss, liability, claim, damage, expense (including, but not limited to, costs of investigation and defense and reasonable attorneys' fees) or diminution of value (collectively, "Damages") arising from or in connection with: with (a) any inaccuracy inaccuracy, in any material respect, in any of the representations and warranties of Purchaser and Purchaser Subsidiary in this Agreement or in any certificate delivered by Purchaser and Purchaser Subsidiary to GVI pursuant to this Agreement, or any actions, omissions or state statements of facts fact inconsistent with any such representation or warranty (for purposes of this clause (a)warranty, each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser or Purchaser Subsidiary to perform or comply in any material respect with any agreement made by it under in this Agreement; , (c) any claim by any person Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such person Person with Purchaser or Purchaser Subsidiary (or any person Person acting on its their behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and Contemplated Transactions, (d) obligations Taxes attributable to any transaction or event occurring on or prior to the Closing to the extent such liabilities exceed the amount of the reserve for Taxes accrued on the Recent Balance Sheet, (e) any claim by any Person relating to or arising out of any liabilities reflected on the Purchaser Balance Sheet or with respect to Accounting Fees arising thereafter, excluding liabilities in respect of $195,000 of indebtedness of Purchaser to Europa International, Inc. or (f) any product liability associated with the Equipment for the period after the Closing Date; providedlitigation, howeveraction, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 andclaim, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made proceeding or investigation by any Seller under this Section 7.2 after twenty four (24) months after third party relating to or arising out of the Closing Datebusiness or operations of Purchaser, or the actions of Purchaser or any holder of Purchaser capital stock prior to the Effective Time.

Indemnification by Purchaser. (a) Subject to the provisions of this Article VIII, from and after the Closing, Purchaser shall indemnify indemnify, defend and hold harmless SellerSeller and its Affiliates and their respective equityholders, partners, members, officers, directors, managers, employees, agents and shall reimburse representatives and successors and assigns (collectively, the “Seller for Indemnified Parties”), from and against any Damages arising and all Losses incurred or suffered by Seller Indemnified Parties to the extent, directly or indirectly, caused by, resulting from or in connection witharising out of: (ai) any inaccuracy in breach by Purchaser of any of its representations or warranties contained in Article IV or the representations and warranties of Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, Section 2.5(a)(vii) without giving effect to any “Material Adverse Effect,” “material,” “in all material respects” or any actions, omissions or state of facts inconsistent with any such representation or warranty other similar materiality qualifications (it being understood that for purposes of this clause (a), each schedule Section 8.2(a)(i) such representations and exhibit to this Agreement warranties shall be deemed a to have been made both as of the date of this Agreement and as of the Closing Date (except that any representation and warrantyor warranty that speaks as of the date of this Agreement or any other date shall only be deemed to have been made as of such date)); (bii) any failure by breach of any covenant or agreement of Purchaser to perform or comply with any agreement made by it under this Agreement; (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 person acting on of its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated Affiliates contained in this Agreement; andor (diii) obligations any Assumed Liability. (b) Notwithstanding anything in this Agreement to the contrary: (i) Purchaser shall not be required to indemnify, defend or hold harmless any Seller Indemnified Party against any Losses pursuant to Section 8.3(a)(i) (i) for any individual Loss unless the amount with respect to any product liability associated such Loss (together with all other Losses arising from the Equipment same or similar set of facts, conditions or events) exceeds the De Minimis Threshold and (ii) until and unless the aggregate amount of all Seller Indemnified Parties’ Losses under Section 8.2(a)(i) that exceed the De Minimis Threshold for which Seller has delivered a notice pursuant to Section 8.4 exceeds the period Deductible, after which Purchaser shall be obligated for all Seller Indemnified Parties’ Losses under Section 8.3(a)(i) in excess of the Closing DateDeductible, subject to the provisions of this Article VIII; provided, however, that (i) Losses resulting from any breach of Purchaser Fundamental Representations shall have no obligation not be subject to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, Deductible; (ii) the maximum indemnification obligation of Purchaser under Section 8.3(a)(i) shall in no event exceed the Cap; provided, however, that Losses resulting from any breach of Purchaser Fundamental Representations shall not be subject to the Cap; and (iii) notwithstanding anything to the contrary contained in this Agreement, Purchaser' ’s aggregate liability for Damages indemnification obligations under this Agreement, other than in respect of the Assumed Liabilities, shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing DatePrice.

Indemnification by Purchaser. Purchaser shall and hereby does indemnify and hold Seller harmless from and against and in respect of any and all loss, damage and expense incurred by Seller, and shall reimburse Seller for any Damages resulting from, arising from out of, attributable to, or in connection any manner connected with: (a) Any matter in respect of which Purchaser shall have made any inaccuracy in misrepresentation, breached any of warranty made pursuant to this Agreement or failed to fulfill any covenant or agreement on the representations and warranties part of Purchaser contained in this Agreement or in any Exhibit, Schedule or certificate delivered by Purchaser pursuant to this Agreementor other document delivered, or any actionsto be delivered, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (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 person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) Seller in connection with any of the transactions contemplated in this Agreement; and (db) obligations with Any and all actions, suits, proceedings, demands, assessments or judgments, costs or expenses (including reasonable legal and accounting fees and investigation costs) incident to the foregoing and the enforcement thereof. If any event shall occur or any circumstance arises which might give rise to a claim in respect of any matter against which Purchaser has indemnified Seller hereunder, Seller shall give notice thereof to any product liability associated with Purchaser within thirty (30) days after said claim shall have been presented to it and, unless the Equipment for the period after the Closing Date; providedparties otherwise agree in writing, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 anddefend against said claim or otherwise satisfy said claim, in such eventat its sole cost and expense, for the full amount of such Damagesthrough counsel and accountants designated by Purchaser and approved by Seller, (ii) Purchaser' aggregate liability for Damages which approval shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Date.not be unreasonably

Indemnification by Purchaser. Subject to the other terms and conditions of this Article VII, Purchaser shall indemnify and hold harmless Sellerdefend 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 Seller for each of them for, any Damages and all Losses incurred or sustained by, or imposed upon, Vendor Indemnitees based upon, arising from out of, with respect to or in connection withby reason of: (a) any inaccuracy in or breach of any of the representations and or warranties of Purchaser contained in this Agreement or in any certificate or 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 (b) 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 actions, omissions of the representations or state warranties of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to Purchaser contained in this Agreement shall be deemed a representation and warranty); (b) or in any failure certificate or instrument delivered by Purchaser to perform or comply with any agreement made by it under this Agreement; (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 person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in Purchaser pursuant to this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation are based on or arise out of any action, fact or circumstance relating to indemnify Seller for Damages until the aggregate Damages exceed $20,000 andCorporation, in such eventits properties or assets or the Diablillos Project that arose or existed on or prior to April 20, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Date2016.

Indemnification by Purchaser. From and after the Closing and subject to the limits set forth in this Article V, Purchaser agrees to indemnify, defend and hold Seller harmless from and in respect of any and all Losses that it may incur arising out of or due to (i) any misrepresentation or breach of any representation, warranty, covenant, undertaking or other agreement of Purchaser contained in this Agreement (provided, however, that Purchaser shall indemnify and hold harmless Seller, and shall reimburse have no liability to Seller for any Damages arising from such misrepresentation or in connection with: (a) breach of any inaccuracy in any of the representations and warranties such representation, warranty, covenant, undertaking or other agreement of Purchaser contained in this Agreement to the extent that Seller had knowledge of such any misrepresentation or breach of any representation, warranty, covenant, undertaking or other agreement of Purchaser contained in any certificate delivered by Purchaser pursuant this Agreement prior to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (athe Closing Date), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (bii) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (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 person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any claims arising from the operations of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period Company after the Closing Date, or (iii) any claims or expenses (including settlement costs and other fees) relating to or resulting from any of the foregoing; provided, however, that (i) the Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller not be liable under this Section 7.2 after twenty four (245.1(b) months after unless and until the Closing Datetotal of all claims for indemnity or damages with respect to any inaccuracy or breach of any such representations or warranties or breach of any covenants, undertakings or other agreements, whether such claims are brought under this Article V or otherwise, exceeds $250,000 and then only for the amount by which such claims for indemnity or damages exceed $250,000; provided, further, that Seller shall not be entitled to recover from Purchaser under this Section 5.1(b) or otherwise more than $5,000,000 in the aggregate. The foregoing monetary limitations shall not apply with respect to any loss incurred by Seller arising under, related to, or resulting from Purchaser or Company's breach of their respective obligation under Section 4.4(b).

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 defend, indemnify and hold harmless Seller, Sellers and shall reimburse Seller for their Affiliates from and against any Damages and all Losses to the extent arising or resulting from or in connection with: (ai) any inaccuracy in 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 representations and warranties failure of any representation or warranty made by Purchaser 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 delivered by Purchaser pursuant to this AgreementLeased Real Property or Real Property, the Intellectual Property of the Business, the Purchased Assets or the Equity Interests from and after the Closing Date, or (vi) any actions, omissions Parent Guarantee or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty);LOC that remains outstanding after the Closing. (b) Sellers shall take and shall cause their respective Affiliates to take all commercially reasonable steps to mitigate any failure by Purchaser Loss for which a Seller is reasonably likely to perform or comply with any agreement made by it under this Agreement; (c) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged seek indemnification pursuant to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Date9.2(a).

Indemnification by Purchaser. (a) The Purchaser shall indemnify and hold harmless Sellerand indemnify the Seller from and against, and shall compensate and reimburse the Seller for for, any Damages arising that are directly or indirectly suffered or incurred by the Seller or to which the Seller 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 in connection withas a direct or indirect result of, or are directly or indirectly connected with any: (ai) any inaccuracy in Breach of any of representation or warranty made by the representations and warranties of Purchaser in this Agreement or in any certificate delivered by the Purchaser pursuant to this Agreement, Closing Certificate or any actions, omissions of the other Transactional Agreements; (ii) any Breach of any covenant or state obligation of facts inconsistent with the Purchaser contained in any such representation or warranty of the Transactional Agreements; or (for purposes iii) any failure on the part of this clause (a), each schedule the Purchaser to perform and exhibit to this Agreement shall be deemed discharge its obligations under Section 1.3 on a representation and warranty);timely basis. (b) The Purchaser shall not be required to make any failure by Purchaser indemnification payment pursuant to perform or comply with Section 6.3(a)(i) for any agreement Breach of the representations and warranties made by it under in this Agreement; Agreement or in the Closing Certificate until such time as the total amount of all Damages (cincluding the Damages arising from such Breach and all other Damages arising from any other Breaches of any representations or warranties) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to that have been made directly or indirectly suffered or incurred by the Seller, or to which the Seller has otherwise become subject, exceeds $25,000. (If the total amount of such person with Purchaser (or any person acting on its behalfDamages exceeds $25,000, regardless of whether such person purported the Seller shall be entitled to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment be indemnified against and compensated and reimbursed for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full entire amount of such Damages, (iiand not merely the portion of such Damages in excess of $25,000.) Purchaser' aggregate liability for Damages shall Notwithstanding the foregoing, in no event exceed shall the Purchase consideration, and (iii) Purchaser shall have no obligation be liable to indemnify the Seller for any claims made by any Seller under obligations pursuant to this Section 7.2 after twenty four (24) months after 6.3 in an amount greater than the Closing Dateaggregate amount of the purchase price and royalty payments payable by the Purchaser pursuant to the terms of this Agreement.

Indemnification by Purchaser. Purchaser shall indemnify agrees to indemnify, defend and hold harmless Seller, Sellers after the date hereof from and shall reimburse Seller for against any Damages Adverse Consequences arising from out of or in connection withresulting from: (a) any inaccuracy in any misrepresentation or breach as of the representations and warranties date hereof of any representation or warranty of Purchaser contained in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (aeach a "Seller Warranty Claim"), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (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 person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that the Sellers' rights to indemnification for Seller Warranty Claims shall be subject to the following limitations: (i) Purchaser such Seller Warranty Claims shall expire fifteen (15) months following the date hereof; provided, that if at the stated expiration of any indemnification obligation there shall then be pending any indemnification claim by a Seller, said Seller shall then continue to have no obligation the right to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of indemnification with respect to such Damages, claim notwithstanding such expiration; (ii) Purchaser' 's maximum aggregate liability to Sellers for Damages indemnification shall in no event not exceed the Purchase consideration, and Outstanding Preferred Stock Balance; and (iii) Sellers shall not be entitled to indemnification for Seller Warranty Claims unless and until the aggregate Adverse Consequences suffered by Sellers exceeds $50,000, whereupon Sellers shall be entitled to indemnification hereunder from Purchaser shall have no obligation for all Adverse Consequences suffered by Sellers in excess of such threshold amount. (b) the failure by Purchaser to indemnify Seller for perform any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Date.of its covenants or obligations hereunder;

Indemnification by Purchaser. Purchaser shall indemnify and hold harmless Seller, and shall reimburse Seller Seller, for any Damages arising from or in connection with: (a) any inaccuracy in any of the representations and warranties of Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (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 person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment Assets for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 200,000, each and, in such event, for the full amount of such Damages, (ii) Purchaser' 's aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any the Seller under this Section 7.2 Agreement after twenty four nine (249) months after the Closing Date.

Indemnification by Purchaser. (a) Subject to the terms and conditions of this Article XII, Purchaser shall indemnify agrees to indemnify, defend and hold harmless Seller, its stockholders, officers, directors, employees and shall reimburse attorneys, all subsidiaries and affiliates of Seller, and the respective officers, directors, employees and attorneys of such entities (all such persons and entities being collectively referred to as the "Seller Group") from, against, for and in respect of any Damages and all Losses asserted against, relating to, imposed upon or incurred by Seller and/or any other member of the Seller Group by reason of, resulting from, based upon or arising from or in connection with: (a) any inaccuracy in out of any of the representations and warranties following (collectively, "Seller Losses"): (i) the breach, inaccuracy, untruth or incompleteness of any representation or warranty of Purchaser contained in this Agreement or in any certificate delivered by Purchaser made pursuant to this Agreement, any Ancillary Agreement or any actions, omissions certificate or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty)Schedule delivered by Purchaser in connection herewith; (bii) the breach or violation of any failure by covenant or agreement of Purchaser contained in or made in pursuant to perform or comply with any agreement made by it under this Agreement; (iii) its share of any Transfer Taxes; (iv) any Assumed Liability or any other liability which arises after the Closing with respect to Purchaser's ownership or operation of the Business; (v) any breach by Purchaser of this Article XII. (b) Purchaser shall not be required to indemnify Seller and/or any other member of the Seller Group for any Seller Losses arising principally from a breach of any representation or warranty of Purchaser contained in Article V of this Agreement unless and until the aggregate amount of the Seller Losses exceeds $50,000 for each event or series of events arising out of or with respect to, or resulting from a common set of facts (the "Article V Losses"). (c) Purchaser shall not be required to indemnify Seller and/or 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 person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any other member of the transactions contemplated Seller Group for any Article V Losses unless the aggregate amount of all Article V Losses for which one or more of the Seller Group seeks indemnification hereunder exceeds the Basket Amount, in which event Purchaser shall be liable to indemnify the Seller Group for all Article V Losses, excluding Article V Losses within the Basket Amount. Notwithstanding anything to the contrary herein, Purchaser's obligations under this Agreement; andArticle XII for Article V Losses shall not exceed the sum of 25% of the Purchase Price plus $500,000. (d) The provisions of Section 12.3(a), 12.3(b) and 12.3(c) above shall not limit, in any manner, Purchaser's obligation to indemnify members of the Seller Group for Seller Losses arising from (i) fraud, willful misconduct or intentional misrepresentation on the part of Purchaser, (ii) any of the matters described in Section 12.3(a)(ii) through (a)(v), or (iii) any breach of any covenant or agreement of Purchaser to be performed by Purchaser following the Closing, including, without limitation, Purchaser's obligation to perform and discharge all Assumed Liabilities and pay any amounts contemplated by Sections 2.5 and 13.7, Purchaser's obligations with respect to Section 8.4(i) and Purchaser's obligations arising out of the Confidentiality Agreement. The provisions of Sections 12.3(b) and 12.3(c) above shall not apply to any product Seller Losses except Article V Losses. (e) Purchaser shall not be liable for damages in excess of the actual damages suffered by a member of the Seller Group as a result of the act, circumstance or condition for which indemnification is sought, net of any insurance proceeds received by Seller or Stockholder. (f) Purchaser shall have no liability associated or obligation to Seller or Stockholder with respect to claims made pursuant to Section 12.3(a)(i) unless Purchaser has received notice of such claim (describing the Equipment claim in reasonable detail, the amount thereof with reasonable certainty and the basis thereof) within the applicable survival period set forth in Section 12.1. (g) Seller's and Stockholder's exclusive remedy against Purchaser for the period after the Closing Dateany Seller Losses hereunder shall be indemnification under this Article XII; provided, however, that (i) Purchaser nothing contained in this Article XII shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 andlimit, in such eventany manner, for any remedy at law or in equity to which Seller or Stockholder or any other member of the full amount Seller Group shall be entitled against Purchaser as a result of such Damagesfraud, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) willful misconduct or intentional misrepresentation by Purchaser shall have no obligation to indemnify Seller for or any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Dateof its representatives or agents.

Indemnification by Purchaser. After Closing, Purchaser covenants and shall indemnify Seller and hold it harmless Seller, against and shall reimburse Seller for any Damages arising from or in connection with: (a) any inaccuracy in any of the representations and warranties of Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (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 person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product and all Losses resulting from (i) any misrepresentation, breach of warranty, or failure to fulfill any agreement or covenant on the part of Purchaser under this Agreement; (ii) any claim relating to any liability associated with of Seller or the Equipment for Center that are expressly assumed by the period Purchaser pursuant to the terms of this Agreement; (iii) any claim relating to the operation of the Center arising from events or transactions occurring after the Closing DateClosing; and (v) any and all actions, suits, proceedings, demands, assessments, judgments, costs and legal and other expenses incident to any of the foregoing. If any claim or demand for which Purchaser will be liable to Seller pursuant to this Paragraph 9.2 is asserted against or sought to be collected from Seller by a third party, Seller will give written notice thereof to Purchaser, and Purchaser shall have the option to defend Seller against such claim or demand by counsel satisfactory to Seller, provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 andnot, in defense of any such eventclaim, for except with the full amount prior written consent of Seller, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to Seller and its affiliates a release of any liabilities in respect of such Damagesclaims, (ii) or that does not result only in the payment of money damages by Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Date.

Indemnification by Purchaser. Subject to the terms and conditions of this Article VI, Purchaser (also an “Indemnitor”) shall indemnify and hold harmless Seller, and shall reimburse Seller Shareholder (also an “Indemnitee”) for any Damages and all liabilities, losses, damages (including, without limitation, natural resource damages), claims, costs and expenses, interest, awards, judgments, fines and penalties (including, without limitation, legal costs and expenses, expert and attorneys fees) and interest thereon from the date suffered or incurred, but excluding consequential losses and punitive damages (collectively, “Losses”), directly or indirectly arising from out of, or in connection with: caused by (ai) any inaccuracy or misrepresentation in or breach of any of the representations and or warranties made by, or covenants or agreements of Purchaser contained in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, or in any actionsexhibits or schedules attached hereto, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (bii) any failure by Environmental Conditions on, at, under or emanating from the Owned Property or Leased Property to the extent exacerbated by, caused by, or resulting from the conduct of operations by, Dock or Purchaser to perform or comply with at any agreement made by it under this Agreement; (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 person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period time from and after the Closing DateDate or (iii) any action to enforce this indemnity (collectively, “SH Claims”); provided, however, that (i) Purchaser provided however no such indemnification shall have no obligation be payable to indemnify Seller for Damages Shareholder unless and until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such DamagesLosses in the aggregate exceeds the Claim Threshold, (ii) Purchaser' at which time Shareholder may make SH Claims against Purchaser for aggregate Losses exceeding the Claim Threshold. Notwithstanding any provision hereof to the contrary, the cumulative liability for Damages of Purchaser under Section 6.3 shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing DateIndemnity Cap.

Indemnification by Purchaser. (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 and hold harmless Seller, its Affiliates and shall their respective employees, officers and directors (collectively, the "Seller Indemnified Parties") harmless from and against, and agrees to promptly defend any Seller Indemnified Party from and reimburse any Seller for Indemnified Party for, any Damages arising from 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 such Seller Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with: (ai) any the inaccuracy in any as of the date of this Agreement or the Closing Date of any representations and warranties of made by Purchaser in or pursuant to this Agreement or in any instrument or certificate delivered by Purchaser at the Closing in accordance herewith; (ii) any failure by Purchaser to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the documents and/or other instruments delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty);; or (b) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (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 person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any all obligations and liabilities of Seller under this Section 7.2 after twenty four (24) months after the Closing DateHTS Partnership Agreement or as limited partner of HTS.

Indemnification by Purchaser. (a) Subject to the provisions of Sections 7.2(b) and 7.4 below, Purchaser shall indemnify Sellers and their Affiliates and each of their respective stockholders, officers, directors, employees and representatives (each a "Seller Indemnitee") against, and hold each Seller Indemnitee harmless Sellerfrom, any and shall reimburse all Losses incurred, suffered, sustained or required to be paid, directly or indirectly, by or sought to be imposed upon, such Seller for any Damages Indemnitee resulting from, related to or arising from or in connection with: out of (ai) any inaccuracy in or breach of any of the representations and representations, warranties of or covenants made by Purchaser in or pursuant to this Agreement or in any certificate agreement, document or instrument executed and delivered by Purchaser pursuant to this Agreementhereto or in connection with the Closing of the transactions contemplated hereunder, or any actionsand (ii) operation of the Business following the Closing Date, omissions or state including assumption of facts inconsistent with any such representation or warranty (for purposes the Assumed Liabilities and operation of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty);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 failure representation or 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 shall become obligated to perform or comply with any agreement made indemnify the Seller Indemnitees only for the amount by it under which all such claims exceed Purchaser's Basket. In no event shall Purchaser's indemnification obligations in this Agreement;Section 7.2 in the aggregate exceed Five Hundred Thousand Dollars ($500,000) ("Purchaser's Cap"). (c) any claim Each Seller Indemnitee shall promptly give written notice to Purchaser of the assertion by any person for brokerage Person of any claim, action, suit 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 person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations proceeding with respect to any product liability associated with the Equipment for the period after the Closing Datewhich Purchaser is obligated to provide indemnification hereunder; provided, however, that (i) 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 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 no obligation the right, but not the obligation, to indemnify 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 for Damages until Indemnitee that is subject to indemnification by Purchaser hereunder, and the aggregate Damages exceed $20,000 andcost and expense thereof shall be subject to the indemnification obligations of Purchaser hereunder; provided, in such eventthat each Seller Indemnitee shall have the right and option to participate in, for but not control, the full amount defense of such Damagesaction at its own expense; and provided, (ii) Purchaser' aggregate liability for Damages further, that if Purchaser elects not to defend any such action or if a Seller Indemnitee shall have defenses not available to Purchaser and if counsel to Seller shall in no event exceed 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 Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by defense of such action. Neither any Seller under this Section 7.2 after twenty four (24) months after Indemnitee, on one hand, nor Purchaser, on the Closing Dateother hand, shall be entitled to settle or compromise any such claim, action, suit or proceeding without the prior written consent of such Seller Indemnitee or Purchaser, as the case may be, which consent shall not be unreasonably withheld.

Indemnification by Purchaser. (a) Purchaser shall hereby agrees to indemnify and hold harmless SellerSeller and its affiliates and their respective officers, directors, partners, shareholders, members, managers, agents, employees, successors and shall reimburse assigns ("Seller for Indemnified Parties") from and against any Damages and all Loss and Expense suffered or incurred by it and arising from or in connection withfrom: (ai) any breach by Purchaser of any warranty or inaccuracy of any representation contained in this Agreement (including any Schedule or Exhibit hereto) or in any agreement or instrument executed and delivered by Purchaser at Closing pursuant to the terms of this Agreement; and (ii) any breach by Purchaser of any of its obligations or covenants contained in this Agreement or in any agreement or instrument executed and delivered by Seller at Closing pursuant to the terms of this Agreement. (b) Purchaser shall be required to indemnify and hold the Seller Indemnified Parties harmless under SECTION 6.3(a)(i) with respect to Loss and Expense only to the extent that the aggregate amount of such Loss and Expense exceeds the Threshold Limitation, in which event such indemnification shall be effective only for Loss and Expense in excess of the Threshold Limitation; and (y) the aggregate liability of Purchaser for Loss and Expense with respect to the indemnification described in SECTION 6.3(a)(i) shall not exceed, on an aggregate basis, the Amount Limitation; provided, however, that neither the Threshold Limitation nor the Amount Limitation shall apply to the indemnification described in SECTION 6.3(a)(i) with respect to the representations and warranties of Purchaser in this Agreement under SECTIONS 2.2.1 (Corporate Status) or in any certificate delivered by Purchaser pursuant to this Agreement2.2.5 (Brokers, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (aFinders), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (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 person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Date.

Indemnification by Purchaser. Purchaser shall indemnify each Seller and its Affiliates, directors, partners, agents and employees (each a "Seller Indemnitee") against and hold harmless Sellereach of them harmless, from any and shall reimburse all Indemnifiable Damages which any such Seller for any Damages Indemnitee may suffer or incur by reason of, arising from or in connection with: : (ai) the material inaccuracy or breach of any inaccuracy in any of the representations and warranties representation or warranty of Purchaser contained in this Agreement or in any certificate delivered other Transaction Document; (ii) the material breach by Purchaser pursuant to this Agreement, or of any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement covenant made by it under in this Agreement; (c) any claim by any person for brokerage Agreement 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 person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this AgreementTransaction Documents; and (diii) obligations with respect the ownership, operation or use of the Assets subsequent to any product liability associated with the Equipment for the period after the Closing DateDate on 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 (i) 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 indemnify 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 warranty of Purchaser (regardless of whether such representation or warranty contains a materiality qualifier) results in Indemnifiable Damages to any Seller for Damages until the aggregate Damages exceed $20,000 and, Indemnitee in an amount of [*] or more and in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller be liable for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Dateall such amounts of Indemnifiable Damages including such [*].

Indemnification by Purchaser. Purchaser shall indemnify hereby agrees to indemnify, defend and hold save harmless SellerSeller and its directors, officers, employees, affiliates, agents, advisors, representatives, stockholders and shall reimburse assigns (collectively, the “Seller for Indemnified Parties”) from, against and in respect of any Damages and all Losses incurred or suffered by any Seller Indemnified Party arising from out of, or in connection with:related to, the following (each, a “Seller Claim”): (a) any inaccuracy misrepresentation or breach of warranty made by the Purchaser in any of the representations and warranties of Purchaser in this Agreement Transaction Document or in any document, certificate or other instrument required to be delivered by the Purchaser pursuant to this Agreement, or under any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty)Transaction Document; (b) any failure breach or non fulfillment of any covenant or agreement made or to be performed by the Purchaser to perform in any Transaction Document or comply in any agreement or instrument entered in connection with any agreement made by it under this AgreementTransaction Document; (c) any claim fraud or intentional misrepresentation with respect to, or intentional breach of, any Transaction Document 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 person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this AgreementPurchaser; and (d) obligations the Assumed Liabilities. Except as set forth in Section 8.6 with respect to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 andthird party Actions, in the event of any Seller Claim, Seller shall notify Purchaser and such event, for notice shall be in writing and shall describe with reasonable specificity the full nature and amount of such Damages, Seller Claim (ii) Purchaser' aggregate liability for Damages a “Seller Notice of Claim”). A delay on the part of a Seller Indemnified Party in giving Purchaser a Seller Notice of Claim shall in no event exceed the Purchase consideration, and (iii) relieve Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller from its obligations under this Section 7.2 after twenty four (24) months after 8.2 only to the Closing Dateextent that Purchaser is materially prejudiced thereby. A Seller Notice of Claim may be delivered at any time during the applicable survival period for such claim as set forth in Section 8.3 of this Agreement.

Indemnification by Purchaser. Subject to the last sentence of this Section 11.2, Purchaser shall indemnify agrees to release, indemnify, defend and hold harmless SellerSeller and Affiliates (as defined below) and its and their directors, officers, employees, successors and assigns (collectively, "Seller Indemnified Parties") from and against any and all Damages sustained by such Seller Indemnified Parties, arising out of or attributable to a "Seller Indemnified Loss", as hereafter defined. "Seller Indemnified Loss" shall reimburse Seller for mean any Damages arising from or in connection with: both of (ai) any inaccuracy in any the ownership, use or operation of the representations and warranties of Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this AgreementGulf Assets, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (bii) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (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 person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any the conduct of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period Company's business from and after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, 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 Purchaser's indemnification obligation under Section 6.3, Purchaser shall have no obligation not be obligated to indemnify the Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after Indemnified Parties unless and until the Closing Datehas occurred.

Indemnification by Purchaser. (i) Purchaser shall indemnify and hold harmless SellerSeller and its Affiliates and their respective officers, directors, employees, agents, successors and shall reimburse assigns (collectively, the “Seller for Indemnitees”) from and against any Damages and all Losses resulting from, arising from out of or in connection with: relating to (a) any inaccuracy in material breach of any of the representations and warranties of Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule made by Purchaser in Section 4; and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by of Purchaser to perform any covenant or comply with any agreement made by hereunder or under the other Sale Documents to which it under this Agreement;is a party. (cii) Purchaser shall indemnify, protect and hold harmless each Seller Party from and against (i) all Losses resulting from, arising out of or relation to Purchaser's failure to observe or perform 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 (of its obligations under the Transaction Documents or any person acting on its behalfother obligations under or relating to any Transferred Interest from and after the Applicable Closing Date with respect to such Transferred Interest, regardless (ii) all Losses resulting from, arising out of whether such person purported or relating to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations actions, events or circumstances first occurring or existing with respect to any product liability associated with the Equipment for the period Transferred Interest after the Closing Effective Date relating to such Transferred Interest, and (iii) all ad valorem and non-ad valorem property Taxes and assessments with respect to any Property or Equipment to the extent such Taxes accrued or became due after the Effective Date; provided. Notwithstanding the foregoing, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller Indemnitees to the extent that any of the foregoing arise as a direct result of the gross negligence, bad faith or willful misconduct of any Seller Party or any breach by Seller of any of its obligations under this Section 7.2 after twenty four (24) months after the Closing DateAgreement.

Indemnification by Purchaser. Except as otherwise expressly provided in this Article 9, Purchaser shall defend, indemnify and hold harmless each Seller, LVI's officers, directors, employees, affiliates, successors and assigns (collectively, "LVI'S INDEMNIFIED PERSONS") and shall reimburse Seller for any Damages arising Sellers or LVI's Indemnified Persons, for, from and against all Losses imposed on or incurred by Sellers or LVI's Indemnified Persons, directly or indirectly, relating to, resulting from or in connection with: arising out of: (a) any material inaccuracy in any of the representations and warranties representation or warranty of Purchaser in this Agreement or any certificate, document or other instrument delivered or to be delivered pursuant hereto in any certificate respect whether or not Sellers' or LVI's Indemnified Persons relied thereon or had Knowledge thereof or (b) any material breach or nonperformance of any covenant, agreement or other obligation of Purchaser or any certificate, document or other instrument delivered or to be delivered pursuant hereto; this indemnification obligation set forth herein shall be subject to the following: (i) No amount shall be payable by Purchaser pursuant to this AgreementSection 9.02, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule unless and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (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 person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of losses actually suffered or incurred by Sellers and LVI's Indemnified Persons exceeds $100,000.00 ("PURCHASER'S INDEMNITY BASKET") and then Purchaser shall indemnify Sellers and LVI's Indemnified Persons for such Damages, losses including the Purchaser's Indemnity Basket. (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) The maximum indemnity obligation of Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Datenot exceed $2,000,000.00.

Indemnification by Purchaser. Purchaser shall indemnify and hold Company harmless Selleragainst and with respect to, and shall reimburse Seller Company for any Damages and all Losses arising from or in connection withrelated to: (a) Any breach of any inaccuracy in any of the representations and warranties of Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes or nonfulfillment of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty)any covenant by Purchaser contained herein; (b) any failure by Purchaser to perform or comply with any agreement made by it under this AgreementAny and all of the Assumed Liabilities; (c) Any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including, without limitation, reasonable legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity; and provided that with respect to any claim for indemnification under this Section 10.3: (d) Except for claims arising under Sections 4.1 (Corporate Status and Authority), written notice of such claim shall be given 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 person acting on its behalf, regardless of whether such person purported to act on behalf of Sellerthe Company to Purchaser, as the case may be, within eighteen (18) in connection with any months from the Closing Date; (i) the aggregate amount of all such Losses exceeds $100,000; (ii) the Purchaser shall have liability only to the extent that the aggregate amount of the transactions contemplated in this AgreementLosses under (ii) exceeds $100,000, and then only for the amount of any such excess; and (diii) obligations the aggregate amount of liability for all such Losses is limited to $4,000,000; provided that with respect to any product liability associated with claim for indemnification based upon a breach of a representation or warranty by the Equipment for the period after the Closing Date; providedPurchaser under this Agreement, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount written notice of such Damages, claim is given on behalf of the Company to the Purchaser within eighteen (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (2418) months after of the Closing Date.

Indemnification by Purchaser. Purchaser shall indemnify and hold harmless Seller, and shall reimburse Seller for any Damages arising from or in connection with: (a) any inaccuracy in any of the representations and warranties of Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule schedule, appendix, and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (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 person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 15,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Date.

Indemnification by Purchaser. Purchaser shall indemnify and hold harmless Seller, its Affiliates and shall reimburse their respective directors, officers, agents, employees and shareholders (collectively, the “Seller for any Damages arising Indemnitees”) from and against all Claims which may be made or brought against the Seller Indemnitees, or which they may suffer or incur, directly or indirectly, as a result of or in connection with: (a) any inaccuracy in misrepresentation or any of the representations and warranties incorrectness in, or breach of, any representation or warranty of Purchaser contained in this Agreement or in any certificate delivered or other document furnished by or on behalf of Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure non-fulfillment or breach of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate or other document furnished by or on behalf of Purchaser pursuant to perform or comply with any agreement made by it under this Agreement;; or (c) any claim by any person for brokerage all liabilities, debts and obligations of Purchaser, its predecessor in interest 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 person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing DateAffiliates; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation not be obligated to indemnify Seller for any claims Claim to the extent such Claim results from Seller’s breach of this Agreement or the 2005 Purchase Agreement. Purchaser shall not be required to pay any Claim until the aggregate of all Claims made exceeds $50,000and then shall only be liable for the amount by any Seller under this Section 7.2 after twenty four (24) months after which the Closing DateClaims exceed such aggregate amount.

Indemnification by Purchaser. (a) From and after the Closing, Purchaser shall indemnify Seller and hold Seller harmless Seller, from and shall reimburse against any Damage incurred by Seller for or any Damages arising from or in connection with: Affiliate as a result of (ai) any inaccuracy in or breach of any of representation or warranty on the representations and warranties part of Purchaser under this Agreement (except to the extent corrected or disclosed in writing to, and consented to by, Seller prior to the closing) or (ii) the nonperformance or breach, partial or total, or any covenant or agreement of Purchaser contained in this Agreement (except to the extent corrected or disclosed in writing to, and consented to by, Seller prior to Closing); or (iii) the failure to discharge any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty);Assumed Liabilities. (b) any failure by Purchaser The Seller's rights to perform or comply with any agreement made by it indemnification under this Agreement;SECTION 15.3 and the amount of any Damages incurred by Seller shall be reduced as follows: (i) by the net amount Seller recovers (after deducting all attorneys' fees, expenses and other costs of recovery), from any insurer or other third party liable for such Damages; and (ii) by an amount calculated by applying the applicable corporate tax rate to the portion of any such Damages which can be treated as a deductible charge by Seller. (c) any claim by any person for brokerage or finderSeller shall be entitled to indemnification under this SECTION 15.3 only to the extent that the aggregate amount of indemnification recovery in respect of such claims shall exceed the Deductible and Seller's fees or commissions or similar payments based upon any agreement or understanding alleged to have recovery shall not exceed the Cap. For purposes of determining whether the Deductible has been made by such person with Purchaser exceeded, Damages shall be adjusted as provided in clauses (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Sellerb) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, and (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Dateof SECTION 15.

Indemnification by Purchaser. 8.1 The Purchaser shall, and shall procure that as of Closing each Group Company will, indemnify and hold harmless Seller(freistellen und schadlos halten) Sellers as well as any of their Affiliates (other than Group Companies), or any of the directors, officers, employees, advisors or other representatives of the foregoing parties (“Sellers’ Beneficiaries”) from any Losses asserted against, incurred or suffered by Sellers and Sellers’ Beneficiaries as a result of a breach of any representation, warranty, covenant or agreement by Purchaser contained in this Agreement. 8.2 The Purchaser shall, and shall reimburse Seller for 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 Damages arising from liability (save to the extent such indemnification would defeat Sellers’ liability as agreed herein) vis-à-vis any Group Company relating to Sellers’ direct or in connection with: (a) any inaccuracy in any of the representations and warranties of Purchaser in this Agreement indirect shareholding or in any certificate delivered by Purchaser pursuant to this Agreementinterest in, or any actionsaction taken as shareholder, omissions Affiliate, director or state officer of, any Group Company prior to the Closing Date unless such action was taken intentionally (vorsätzlich). 8.3 The Purchaser shall, and shall procure that as of facts inconsistent with Closing each Group Company will, further indemnify and hold harmless Sellers and Sellers’ Beneficiaries, without any such representation right of set-off or warranty (for purposes of this clause (a)withholding or other limitation and subject only to the maximum limitation period which can be agreed upon or is permitted under applicable law from any liability, each schedule obligation, commitment, cost and exhibit to this Agreement shall be deemed a representation expenses and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (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 person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect all other damages and losses related to any product Environmental Contamination, except and to the extent that Sellers have assumed such liability associated with the Equipment for the period after the Closing Date; provided, however, that under Clauses 5.9 and 6unless such action was taken intentionally (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Datevorsätzlich).

Indemnification by Purchaser. Purchaser shall indemnify and hold Seller harmless Seller, from and shall reimburse Seller for any Damages losses, damages, deficiencies, claims, causes of action or expenses of any nature (including reasonable attorneys' fees) incurred by Seller and arising from on or in connection withafter the Transfer Date that: (a) Result from any inaccuracy in any of the representations and warranties of material misrepresentation made by Purchaser in this Sale Agreement or in any schedule, written statement or certificate delivered furnished by Purchaser pursuant to this Sale Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) Result from any failure material breach or violation of any representation or warranty made by Purchaser in this Sale Agreement, or the material breach of any covenant of Purchaser contained in this Sale Agreement or in any schedule, written statement or certificate furnished by Purchaser pursuant to perform or comply with any agreement made by it under this Sale Agreement; (c) Result from the Servicing of any claim Mortgage on or after the Transfer Date, provided, however, that Purchaser shall not be liable to Seller for any deficiencies in the performance of any pool of Mortgages unless such deficiency is caused primarily by any person for brokerage Purchaser's (i) gross negligence, (ii) willful misconduct 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 person acting on its behalf, regardless of whether such person purported to act on behalf of Selleriii) in connection with any breach of the transactions contemplated in this applicable Servicing Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Date, Master Servicer, Investor or Agency requirements, or Federal, state or local statute or regulation; provided, however, that (i) Purchaser shall have no indemnification obligation to indemnify Seller for Damages until in connection with any servicer termination event that exists on or before the aggregate Damages exceed $20,000 and, in Transfer Date pursuant to any such event, for the full amount requirement or regulation; or (d) Result from litigation arising out of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months matters occurring on or after the Closing DateTransfer Date and involving the Servicing of any Mortgage.

Indemnification by Purchaser. (a) Subject to Section 10.5, Purchaser shall hereby agrees to reimburse, indemnify and hold the Selling Stockholder and its respective directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and assigns (collectively, the “Selling Stockholder Indemnified Parties”) harmless Seller, from and shall reimburse Seller for against any Damages and all Losses based upon or resulting or arising from or in connection with: (ax) any inaccuracy in or breach of any of the representations or warranties made by Purchaser in this Agreement (both when made and as if such representations and warranties were made as of the Closing Date) or in any certificate delivered hereunder or (y) any breach of or failure to perform any covenant or agreement made by Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty);hereunder; and (b) Selling Stockholder acknowledges and agrees that the Purchaser shall not have any failure liability under any provision of this Agreement for any Loss to the extent that such Loss is the direct result of any action taken by Purchaser to perform or comply with any agreement made by it under Selling Stockholder in breach of this Agreement; . Selling Stockholder shall take and shall cause its Affiliates to take all reasonable steps that a prudent business person would take in the conduct of his or her business to mitigate any Loss upon becoming aware of any event that would reasonably be expected to, or does, give rise thereto; provided that the Selling Stockholder shall not be required to expend any non deminimus amount (cunless paid by the Purchaser) 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 person acting on its behalf, regardless of whether such person purported remedy the breach that gives rise to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing DateLoss.

Indemnification by Purchaser. After the Closing Date, Purchaser shall indemnify and hold harmless SellerSeller its successors and assigns, against and in respect of any liability resulting from: (i) any breach of any material representation, warranty, covenant or agreement of Purchaser hereunder; and (ii) any liabilities or obligations relating to the Assets or conduct of the Business after the Closing Date. Purchaser shall be liable to Seller under this Agreement pursuant to clause (i) only to the extent that such losses, liabilities or expenses are asserted within one (1) year following the Closing Date, and shall reimburse Seller for any Damages arising from or in connection with: (a) any inaccuracy in any of the representations and warranties of Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a)ii) only to the extent such losses, each schedule and exhibit liabilities or expenses are asserted within the applicable statute of limitations period for the underlying claim of such losses, liabilities or expenses. Seller shall give written notice to this Agreement shall be deemed Purchaser within thirty (30) days from discovery by Seller of any matter which may give rise to a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it claim for indemnification under this Agreement; (c) . Failure to give such notice shall relieve Purchaser of any liability under this Agreement with respect to such matter. Purchaser may, at its own expense, participate in, direct or take over any legal proceeding and the negotiation and settlement of any claim by or demand for which it may have an obligation to indemnify Seller. Seller shall have the absolute right, in its sole discretion and without the consent of Purchaser, to settle any person for brokerage and all such legal proceedings, claims, or finder's fees demands; provided, however if Seller makes any settlement with respect to such legal proceedings, claims or commissions or similar payments based upon demands without the prior written consent of Purchaser, Purchaser shall be discharged from any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) indemnification obligations with respect to any product liability associated with the Equipment for the period after the Closing Date; providedsuch legal proceedings, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Dateor demands.

Indemnification by Purchaser. From and after the Closing, except as set forth in Article VII with respect to Tax Matters, Purchaser shall indemnify indemnify, protect, defend and hold harmless SellerSeller and its Affiliates and their respective directors, officers, employees, agents and shall reimburse representatives and their successors and assigns (collectively, the “Seller for Indemnitees”), as the case may be, from and against all Damages asserted against, resulting to, imposed upon or incurred by any Damages arising Seller Indemnitee, directly or indirectly, resulting from or in connection with: (a) arising out of a breach of any inaccuracy in any of the representations and warranties representation, warranty, covenant, agreement or other obligation of Purchaser contained in this Agreement or in any certificate delivered by Purchaser made pursuant to this Agreement, each representation, warranty, covenant, agreement or obligation being read for this purpose without regard to any actionsqualifications or limitations relating to materiality, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by including the terms “material,” “materially,” “Purchaser to perform or comply with any agreement made by it under this Agreement; (c) any claim by any person for brokerage or finder's fees or commissions Material Adverse Effect” or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Dateexpressions; provided, however, that in no event will the aggregate liability of Purchaser under this Section 6.3 exceed $450,000,000 (i) the “Purchaser shall have Cap”); and provided, further, that no obligation claims for indemnification can be made against Purchaser hereunder with respect to indemnify Seller for Damages breaches of representations and warranties unless and until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such DamagesDamages for which the Seller Indemnitees are entitled to indemnity under the terms hereof with respect to breaches of representations and warranties exceeds $35,000,000 (the “Purchaser Basket”). No De Minimis Claim relating to breaches of representations and warranties shall be aggregated for purposes of either (x) determining whether the Purchaser Basket has been met or (y) composing the portion of Damages that exceeds the Purchaser Basket, (ii) Purchaser' unless such De Minimis Claim constitutes or is part of a series of two or more related claims, in which case, such De Minimis Claims shall be aggregated for purposes of determining whether the $10,000 threshold has been exceeded. In the event the aggregate liability for amount of the Damages shall in no event exceed sustained by the Purchase considerationSeller Indemnitees hereunder with respect to breaches of representations and warranties exceeds the Purchaser Basket, and (iii) the indemnification obligations of Purchaser shall have no obligation apply only to indemnify those Damages sustained by the Seller Indemnitees in excess of the Purchaser Basket. Notwithstanding the foregoing, neither the Purchaser Basket nor the Purchaser Cap shall apply to Damages resulting from breaches by Purchaser with respect to the representations and warranties set forth in Section 3.2, Section 3.4(d) and Section 3.9 of this Agreement, for any claims made by any Seller under this Section 7.2 after twenty four (24) months after all of which Damages Purchaser shall be liable whether or not the Closing DatePurchaser Basket has been exceeded.

Indemnification by Purchaser. Purchaser shall indemnify hereby agrees to indemnify, defend and hold save harmless SellerSeller and its directors, officers, employees, affiliates, agents, advisors, representatives, stockholders and shall reimburse assigns (collectively, the “Seller for Indemnified Parties”) from, against and in respect of any Damages and all Losses incurred or suffered by any Seller Indemnified Party arising from out of, or in connection with:related to, the following (each, a “Seller Claim”): (a) any inaccuracy misrepresentation or breach of warranty made by the Purchaser in any of the representations and warranties of Purchaser in this Agreement Transaction Document or in any document, certificate or other instrument required to be delivered by the Purchaser pursuant to this Agreement, or under any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty)Transaction Document; (b) any failure breach or non fulfillment of any covenant or agreement made or to be performed by the Purchaser to perform in any Transaction Document or comply in any agreement or instrument entered in connection with any agreement made by it under this Agreement;Transaction Document; 42 (c) any claim fraud or intentional misrepresentation with respect to, or intentional breach of, any Transaction Document 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 person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this AgreementPurchaser; and (d) obligations the Assumed Liabilities. Except as set forth in Section 8.6 with respect to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 andthird party Actions, in the event of any Seller Claim, Seller shall notify Purchaser and such event, for notice shall be in writing and shall describe with reasonable specificity the full nature and amount of such Damages, Seller Claim (ii) Purchaser' aggregate liability for Damages a “Seller Notice of Claim”). A delay on the part of a Seller Indemnified Party in giving Purchaser a Seller Notice of Claim shall in no event exceed the Purchase consideration, and (iii) relieve Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller from its obligations under this Section 7.2 after twenty four (24) months after 8.2 only to the Closing Dateextent that Purchaser is materially prejudiced thereby. A Seller Notice of Claim may be delivered at any time during the applicable survival period for such claim as set forth in Section 8.3 of this Agreement.

Indemnification by Purchaser. Subject to Sub-Sections 10.1 and 10.6, Purchaser shall indemnify agrees to indemnify, defend and hold harmless Seller and Seller's Affiliates, and shall reimburse Seller for their respective directors, officers, employees, shareholders, representatives, and agents from and against any Damages and all Losses arising from out of or in connection with: by reason of: (a) any inaccuracy 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 representations 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 warranties 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 without expiration) or agreement made to be performed by Purchaser in this Agreement or in any certificate 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, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (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 person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Date; providedbreach or non-performance was deliberate, howeverreckless, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 andnegligent, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Date.innocent or unintentional;

Indemnification by Purchaser. During the Survival Period and subject to Section 18.14 below, the Purchaser shall and hereby does indemnify and hold the Company harmless Sellerfrom and against and in respect of any and all actual loss, damage and shall reimburse Seller for any Damages expense incurred by the Company resulting from, arising from out of, attributable to, or in connection any manner connected with: (a) Any misrepresentation or breach of any inaccuracy in representation or warranty made by the Purchaser pursuant to this Agreement or failure to fulfill any covenant or agreement on the part of the representations and warranties of Purchaser contained in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreementor other document delivered, or any actionsto be delivered, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by the Purchaser to perform or comply with any agreement made by it under this Agreement; (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 person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) the Company in connection with any of the transactions contemplated in this Agreement; and (db) obligations with Any and all actions, suits, proceedings, demands, assessments or judgments, costs and expenses (including reasonable legal and accounting fees and investigation costs) incident to the foregoing and the enforcement thereof. If any event shall occur or any circumstance arise which might give rise to a claim in respect of any matter against which the Purchaser has indemnified the Company hereunder, the Company promptly shall give notice thereof to any product liability associated the Purchaser. Such notice shall be given within fifteen (15) days after said claim shall have been presented to the Company. Unless the parties otherwise agree in writing, the Purchaser shall defend against all such third-party claims or otherwise satisfy said claims, at its sole cost and expense, through counsel and accountants designated by it, which approval shall not be delayed or withheld unreasonably. The Company shall have the right to participate with the Equipment for Purchaser in the period after the Closing Date; provided, however, that (i) defense of any such matter. The Purchaser shall have no obligation not be liable for any settlement of a claim by the Company without the Purchaser’s consent. Notwithstanding anything to indemnify Seller for Damages until the aggregate Damages exceed $20,000 andcontrary herein, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages Company shall in no event exceed not lay claim and the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller not be liable under this Section 7.2 after twenty four (24) months after for any action, proceeding or investigation in respect of which indemnity may be sought as provided above, amounting to less than $50,000 in the Closing Dateaggregate, provided that such persons shall be liable from the first dollar for any claim or claims exceeding such amount.

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 indemnify, defend and hold harmless SellerAIG, the Sellers and their respective Affiliates and each of their respective directors, officers, employees, stockholders, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) against, and shall reimburse any Seller for Indemnified Party for, all Losses that such Seller Indemnified Party may at any Damages arising from time suffer or incur, or become subject to, as a result of or in connection with: (ai) the breach or inaccuracy of any inaccuracy in any of the representations and warranties of Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under the Purchaser in this Agreement; (cii) any claim breach or failure by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged the Purchaser to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with perform any of the transactions contemplated its covenants or obligations contained in this 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 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 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 same underlying facts, events or circumstances) unless such claim (or series of related claims arising from the same underlying facts, events or 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 the Purchaser has responsibility under Section 7.3(b)(ii) below); (ii) until the aggregate amount of the Seller Indemnified Parties’ Losses for 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 the Basket Amount; but only if such excess Losses arise with respect to any claim (or series of related claims arising from the same underlying facts, events or circumstances) that involves Losses in excess of the Threshold Amount; and (diii) obligations with in a cumulative aggregate amount in excess of the Maximum 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 to of the inaccuracy or breach of any product liability associated with the Equipment for the period after the Closing DatePurchaser Specified Representations, shall be taken into account; provided, however, that none of the foregoing limitations shall apply to Purchaser’s indemnification obligations (ix) 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). (c) Notwithstanding any other provision to the contrary, Purchaser shall have no obligation not be required to indemnify indemnify, defend or hold harmless any Seller Indemnified Party against, or reimburse any Seller Indemnified Party for, any Losses pursuant to Section 7.3(a)(i) (including, for Damages until the aggregate Damages exceed $20,000 andthis purpose, in such event, for respect of the full inaccuracy or breach of Purchaser Specified Representations) in a cumulative aggregate amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed exceeding the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing DatePrice.

Indemnification by Purchaser. Subject to the limitations set ---------------------------- forth in this Agreement, from and after the Closing Date, Purchaser shall indemnify and hold harmless Seller, its subsidiaries, officers, shareholders and shall reimburse Seller for directors, from and against any Indemnifiable Damages which they or any of them may suffer or incur to the extent caused by or arising from out of any one or in connection withmore of the following: (a) any inaccuracy in any or breach of the Purchaser's representations and warranties set forth herein (or in any agreement, certificate, document or instrument delivered by or on behalf of Purchaser in this Agreement connection herewith) or Purchaser's failure to perform in all material respects any of its covenants or agreements set forth herein (or in any certificate agreement, certificate, document or instrument delivered by or on behalf of Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (ain connection herewith), each schedule including any failure to pay and exhibit to this Agreement shall be deemed a representation perform the Assumed Liabilities when and warranty)as due; (b) any failure allegation that any information contained in (i) the Proxy Statement, or (ii) any other materials used by Purchaser in connection with the Shareholder Approval which is not supplied by Seller expressly for inclusion therein is false or misleading with respect to perform any material fact contained therein, or comply with any agreement made by it under this Agreement;omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (c) any claim by any person for brokerage liabilities or finderobligations related to or arising out of Purchaser's fees ownership, use, possession or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any operation of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with Transferred Assets and the Equipment for the period Business after the Closing Date; provided, however, that (i) other than such liabilities or obligations for which Purchaser shall have no obligation has a right to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller be indemnified under this Section 7.2 after twenty four (24) months after the Closing DateAgreement.

Indemnification by Purchaser. During the Survival Period and subject to Section 18.14 below, the Purchaser shall and hereby does indemnify and hold the Company harmless Sellerfrom and against and in respect of any and all actual loss, damage and shall reimburse Seller for any Damages expense incurred by the Company resulting from, arising from out of, attributable to, or in connection any manner connected with: (a) Any misrepresentation or breach of any inaccuracy in representation or warranty made by the Purchaser pursuant to this Agreement or failure to fulfill any covenant or agreement on the part of the representations and warranties of Purchaser contained in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreementor other document delivered, or any actionsto be delivered, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by the Purchaser to perform or comply with any agreement made by it under this Agreement; (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 person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) the Company in connection with any of the transactions contemplated in this Agreement; and (db) obligations with Any and all actions, suits, proceedings, demands, assessments or judgments, costs and expenses (including reasonable legal and accounting fees and investigation costs) incident to the foregoing and the enforcement thereof. If any event shall occur or any circumstance arise which might give rise to a claim in respect of any matter against which the Purchaser has indemnified the Company hereunder, the Company promptly shall give notice thereof to any product liability associated the Purchaser. Such notice shall be given within fifteen (15) days after said claim shall have been presented to the Company. Unless the parties otherwise agree in writing, the Purchaser shall defend against all such third-party claims or otherwise satisfy said claims, at its sole cost and expense, through counsel and accountants designated by it, which approval shall not be delayed or withheld unreasonably. The Company shall have the right to participate with the Equipment for Purchaser in the period after the Closing Date; provided, however, that (i) defense of any such matter. The Purchaser shall have no obligation not be liable for any settlement of a claim by the Company without the Purchaser's consent. Notwithstanding anything to indemnify Seller for Damages until the aggregate Damages exceed $20,000 andcontrary herein, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages Company shall in no event exceed not lay claim and the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller not be liable under this Section 7.2 after twenty four (24) months after for any action, proceeding or investigation in respect of which indemnity may be sought as provided above, amounting to less than $50,000 in the Closing Date.aggregate, provided that such persons shall be liable from the first dollar for any claim or claims exceeding such amount. /s/ SH /s/ S

Indemnification by Purchaser. (A) The Purchaser shall indemnify and hold harmless Sellerand indemnify the Seller from and against, and shall compensate and reimburse the Seller for for, any Damages arising that are directly or indirectly suffered or incurred by the Seller or to which the Seller 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 in connection as a direct or indirect result of, or are directly or indirectly connected with: (aI) any inaccuracy in any failure on the part of the representations Purchaser to perform and warranties discharge the Assumed Liabilities on a timely basis; (II) any Breach of Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (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 the Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; andor (dIII) obligations with respect any Proceeding relating directly or indirectly to any product liability associated with failure or Breach of the Equipment for the period after the Closing Date; provided, however, that type referred to in clause (i) or (ii) above (including any Proceeding commenced by the Seller for the purpose of enforcing its rights under this Section 6.3). (B) Subject to Section 6.3(c), the Purchaser shall not be required to make any indemnification payment pursuant to Section 6.3(a) for any Breach of any of its representations and warranties 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 its representations or warranties) that have no obligation been directly or indirectly suffered or incurred by the Seller, or to indemnify which the Seller for have otherwise become subject, exceeds $25,000 in the aggregate. (If the total amount of such Damages until exceeds $25,000 in the aggregate Damages exceed $20,000 andaggregate, in such event, the Seller shall be entitled to be indemnified against and compensated and reimbursed for the full entire amount of such Damages, and not merely the portion of such Damages exceeding $25,000.) (iiC) Purchaser' aggregate liability for Damages The limitation on the indemnification obligations of the Purchaser that is set forth in Section 6.3(b) shall in no event exceed not apply to any Breach arising directly or indirectly from any circumstance of which the Purchase consideration, and (iii) Purchaser shall have no obligation had knowledge on or prior to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Date.

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 indemnify, defend and hold harmless Seller(or, as applicable, shall cause the relevant acquiring Purchaser Affiliate to indemnify, defend and shall reimburse hold harmless) Seller for and its Affiliates (collectively, the “Seller Indemnified Parties”), from and against any Damages arising from and all Covered Losses incurred or in connection with: (a) any inaccuracy in suffered by any of the representations and warranties Seller Indemnified Parties to the extent arising out of or resulting from (i) the failure of any representation or warranty of Purchaser contained in this Agreement Article IV, or contained in any certificate delivered by or on behalf of Purchaser pursuant to this Agreement, or any actions, omissions or state to be true and correct as of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (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 the Closing Date (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with representations and warranties that are made as of a specific date, the Equipment for the period after the Closing Datefailure 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 breach of any covenant or agreement of Purchaser contained in this Agreement; and (iii) any Assumed Liability. (b) Notwithstanding any other provision to the contrary: (i) Purchaser shall have no obligation not be required to indemnify 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 9.3(a)(i) (A) other than with respect to 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 Damages 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); and (B) until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damagesthe Seller Indemnified 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 shall be obligated for all the Seller Indemnified Parties’ Covered Losses under Section 9.3(a)(i) in excess of the Deductible, subject to Section 9.3(b)(i)(A) and Section 9.3(b)(ii); and (ii) Purchaser' aggregate liability for Damages the cumulative indemnification obligation of Purchaser under Section 9.3(a)(i) shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing DateCap.

Indemnification by Purchaser. Purchaser shall indemnify indemnify, defend and hold harmless Sellereach of the Sellers and their respective Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) from and against, and shall pay or reimburse Seller Indemnitees for any Damages all Losses incurred by or imposed upon such Seller Indemnitee and resulting from, arising from out of or in connection withrelated to: (a) any inaccuracy in or breach of any of the representations and warranties of representation or warranty made by Purchaser herein or in this any Ancillary Agreement or in any other certificate or document delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty);; and (b) any failure by Purchaser to perform breach or comply with non-fulfillment of any agreement made by it under this Agreement; (c) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any covenant, agreement or understanding alleged to have been made by such person with obligation of Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated contained in this Agreement or in any Ancillary Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation not be liable to indemnify the Seller Indemnitees for Damages indemnification under Section 7.3(a) until the aggregate Damages exceed $20,000 andamount of all Losses in respect of indemnification under Section 7.3(a) exceeds the Basket, in such eventwhich case Purchaser shall only be required to pay or be liable for Losses in excess of the Basket. Further, for the full aggregate amount of such Damages, (iiall Losses for which Purchaser shall be liable pursuant to Section 7.3(a) Purchaser' aggregate liability for Damages shall in no event not exceed the Purchase considerationCap. Notwithstanding the foregoing, the Basket and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under Cap limitations set forth in this Section 7.2 after twenty four (24) months after the Closing Date7.3 shall not apply to Losses based on upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 5.1, Section 5.2 and Section 5.6.

Indemnification by Purchaser. From and after the Closing, except as set forth in Article VII with respect to Tax Matters, Purchaser shall indemnify indemnify, protect, defend and hold harmless SellerSeller and its Affiliates and their respective directors, officers, employees, agents and shall reimburse representatives and their successors and assigns (collectively, the “Seller for Indemnitees”), as the case may be, from and against all Damages asserted against, resulting to, imposed upon or incurred by any Damages arising Seller Indemnitee, directly or indirectly, resulting from or in connection with: (a) arising out of a breach of any inaccuracy in any of the representations and warranties representation, warranty, covenant, agreement or other obligation of Purchaser contained in this Agreement or in any certificate delivered by Purchaser made pursuant to this Agreement, each representation, warranty, covenant, agreement or obligation being read for this purpose without regard to any actionsqualifications or limitations relating to materiality, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by including the terms «material," «materially," «Purchaser to perform or comply with any agreement made by it under this Agreement; (c) any claim by any person for brokerage or finder's fees or commissions Material Adverse Effect" or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Dateexpressions; provided, however, that in no event will the aggregate liability of Purchaser under this Section 6.3 exceed $450,000,000 (i) the «Purchaser shall have Cap«); and provided, further, that no obligation claims for indemnification can be made against Purchaser hereunder with respect to indemnify Seller for Damages breaches of representations and warranties unless and until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such DamagesDamages for which the Seller Indemnitees are entitled to indemnity under the terms hereof with respect to breaches of representations and warranties exceeds $35,000,000 (the «Purchaser Basket«). No De Minimis Claim relating to breaches of representations and warranties shall be aggregated for purposes of either (x) determining whether the Purchaser Basket has been met or (y) composing the portion of Damages that exceeds the Purchaser Basket, (ii) Purchaser' unless such De Minimis Claim constitutes or is part of a series of two or more related claims, in which case, such De Minimis Claims shall be aggregated for purposes of determining whether the $10,000 threshold has been exceeded. In the event the aggregate liability for amount of the Damages shall in no event exceed sustained by the Purchase considerationSeller Indemnitees hereunder with respect to breaches of representations and warranties exceeds the Purchaser Basket, and (iii) the indemnification obligations of Purchaser shall have no obligation apply only to indemnify those Damages sustained by the Seller Indemnitees in excess of the Purchaser Basket. Notwithstanding the foregoing, neither the Purchaser Basket nor the Purchaser Cap shall apply to Damages resulting from breaches by Purchaser with respect to the representations and warranties set forth in Section 3.2, Section 3.4(d) and Section 3.9 of this Agreement, for any claims made by any Seller under this Section 7.2 after twenty four (24) months after all of which Damages Purchaser shall be liable whether or not the Closing DatePurchaser Basket has been exceeded.

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 and hold harmless and indemnify Seller from and against any and all Damages actually incurred by Seller, and shall reimburse Seller for any Damages its Affiliates and/or Representatives arising from out of or in connection withresulting from: (ai) any inaccuracy in breach of any of the representations and warranties of Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure made by Purchaser to perform or comply with any agreement made by it under in Section 4 of this Agreement; (cii) any claim by breach of 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 covenant of Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated set forth in this AgreementAgreement (other than any covenant of Purchaser set forth in Section 2.4); (iii) any breach of any covenant of Purchaser set forth in Section 2.4; (iv) the Assumed Liabilities; and (dv) obligations with respect to any Liability arising from any product liability associated sold or distributed, or any services provided, in connection with the Equipment for operation of the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months 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 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 11.2(a)(i) or (ii) shall be limited in the aggregate to, a maximum of the Cap.