Common use of Indemnification by Seller Clause in Contracts

Indemnification by Seller. Seller agrees to indemnify, hold harmless and defend Purchaser from and against: 11.1.1 subject to Articles 12 and 13, any loss, liabilities, costs or expenses suffered or incurred by Purchaser because any representation or warranty made by Seller in this Agreement, or in any documents furnished by Seller to the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against in this subsection.

Indemnification by Seller. (a) Seller agrees to indemnify, hold harmless shall indemnify and defend Purchaser from Buyer and its Affiliates and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnitees”) against: 11.1.1 subject to Articles 12 , and 13shall hold them harmless from, any lossand all losses, liabilities, damages, claims (including third party claims), settlement obligations, demands, suits, causes of action, assessments, charges, interest, penalties, Taxes, diminution in value, costs or and expenses suffered (including legal, consultant, accounting and other professional fees, costs of sampling, testing, investigation, removal, treatment and remediation of contamination and fees and costs incurred in enforcing rights under this Agreement) (collectively, “Losses”) imposed, resulting from, arising out of, or incurred or suffered by Purchaser because any Buyer Indemnitee in connection with, as a consequence of, or otherwise with respect to: (i) the failure of any representation or and warranty made by Seller of Seller, contained in this Agreement, the Ancillary Agreements, the Seller Disclosure Letter or in any documents other document furnished by Seller to the Purchaser in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, to be true and correct in all respects as of the date of this Agreement and as of the Closing Date; (ii) any assertion or claim that the Business as it was conducted prior to Closing conflicted with, infringed, diluted, misappropriated or otherwise unlawfully used or violated the Intellectual Property Rights of any other Person (including IDx, Inc.); (iii) any breach of any covenant or obligation of Seller contained in this Agreement, the Ancillary Agreements, the Seller Disclosure Letter or any other document furnished in connection with the transactions contemplated by this Agreement and the Ancillary Agreements; (iv) any Excluded Liability regardless of whether asserted, discovered or established before or after Closing and whether or not the Seller Disclosure Letter discloses any such Excluded Liability; (v) any fees, expenses or other payments incurred or owed by any member of the Seller Group to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement and the Ancillary Agreements; and (vi) fraudulent transfer Laws or the failure to comply with any bulk sales or similar Laws. (b) Seller shall not be liable for any (i) Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds C$250,000 in which event Seller shall be materially false liable for all Buyer Warranty Losses from the first dollar, and (ii) Buyer Warranty Losses or untrueLosses pursuant to Section 10.2(a)(ii) or (iii) in excess of an amount equal, in the aggregate, to C$5,000,000. (c) Except as provided in this Article X, the indemnities provided in Section 10.2 shall constitute the only remedy of Buyer against Seller in the event of any breach of a representation, warranty, covenant or agreement of such party contained in this Agreement or any Ancillary Agreement; provided, however, only nothing contained in this Section 10.2 shall be deemed to the extent the same is discovered by Purchaser after the Closing; 11.1.2 limit or restrict in any lossmanner any rights or remedies which Buyer has, liabilitiesor might have, costs at Law, in equity or expenses suffered otherwise, (i) based on (A) fraud or incurred by Purchaser a willful misrepresentation or any of its Affiliates willful breach (B) Sections 6.6, 6.8 or 7.4; or (ii) in respect of that certain Guaranty Agreementany right to seek specific enforcement, dated as injunction or other similar equitable relief; or (iii) in respect of July 30, 1997 any of Buyer’s rights under Article IX. (d) In the “Recourse Carve-Out Guaranty”event of a claim pursuant to Section 10.2(a)(ii), entered into the Seller and Buyer recognize that the ability to settle the underlying claim, action or assertion giving rise to such indemnity claim would likely be enhanced by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission cooperation of Seller or its Affiliates and (b) arose or accrued prior Buyer in seeking to address such underlying claim. In the Closing Date; 11.1.3 any event of a claim pursuant to Section 10.2(a)(ii), the Buyer and Seller therefore agree to discuss and seek to coordinate joint approaches for responding to such third party claims, liabilities, costs including the participation in settlement discussions and expenses arising on account where appropriate presentation of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against in this subsectionjoint settlement proposals.

Indemnification by Seller. Except as otherwise limited by this Article VIII, the Seller agrees to shall indemnify, defend and hold harmless Buyer and defend Purchaser its Affiliates, any assignee or successor thereof, and each officer, director, employee, agent and representative of each of the foregoing (collectively, the “Buyer Indemnified Parties”) from and against: 11.1.1 subject to Articles 12 , and 13pay or reimburse the Buyer Indemnified Parties for, any lossand all losses, liabilitiesActions, Liabilities, damages, claims, costs or and expenses (including reasonable expenses of investigation and legal fees and costs in connection therewith), interest, awards, judgments, penalties and Encumbrances suffered or incurred by Purchaser because any of the Buyer Indemnified Parties (hereinafter a “Buyer Loss”), arising in whole or in part out of or resulting directly or indirectly from: (a) any breach of any representation or warranty made by of Seller in this AgreementAgreement or the Ancillary Agreements to which any of them is a party (including all schedules and exhibits hereto and thereto and all certificates, documents, instruments and undertakings furnished pursuant to this Agreement and the Ancillary Agreements to which any of them is a party or in any documents furnished by Seller to the Purchaser made in connection with the transactions contemplated herewith or therewith); (b) any breach of any covenant, obligation or agreement of Seller in this AgreementAgreement or the Ancillary Agreements to which any of them is a party (including all schedules and exhibits hereto and thereto and all certificates, documents, instruments and undertakings furnished pursuant to this Agreement and the Ancillary Agreements to which any of them is a party or made in connection herewith and therewith). The amount that Seller are obligated to indemnify Buyer under this Agreement shall be materially false or untruenot exceed Four Hundred Fifty Thousand Dollars ($450,000.00); provided, however, only that the Seller shall not be obligated to pay any amounts to Buyer owed in connection to the extent indemnification obligations under this Section until such indemnification amounts exceed $75,000 in the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against in this subsectionaggregate.

Indemnification by Seller. Notwithstanding the Closing, subject to the terms of this Article XIII, Seller agrees to indemnifyindemnify and to hold Purchaser and its partners, hold officers, directors, and employees (the "INDEMNIFIED PURCHASER PARTIES") harmless and defend Purchaser from and against: 11.1.1 subject against and in respect of any Liability (including consequential damages), action, suit, demand, judgment, cost of investigation and reasonable attorney fees (but excluding the Assumed Liabilities and any exemplary or punitive damages, other than exemplary or punitive damages payable to Articles 12 and 13third parties) (collectively, "LOSSES"), sustained, incurred or paid by any lossIndemnified Purchaser Party in connection with, liabilitiesresulting from or arising out of, costs directly or expenses suffered or incurred by Purchaser because indirectly: (a) any breach of a representation or warranty made by on the part of Seller in under this Agreement, (b) any breach or in nonfulfillment of any documents furnished by covenant on the part of Seller to the Purchaser in connection with the transactions contemplated in under this Agreement, shall be materially false (c) any Excluded Liability, (d) any Excluded Asset, (e) Seller's ownership, operation or untrue; provided, however, only control of the Purchased Assets or the Seller Business for the period prior to the extent the same is discovered by Purchaser after the Closing; 11.1.2 , or (f) any loss, liabilities, costs or expenses suffered or incurred by Purchaser and all Taxes (i) that are obligations of Seller or any of its Affiliates in respect or (ii) which are Pre-closing Taxes (as defined below) that arise out of that certain Guaranty the Seller Business or Purchased Assets (including any such Taxes which become legal liabilities of Purchaser as a transferee of the Seller Business or the Purchased Assets). For purposes of this Agreement, dated as of July 30the term "Pre-closing Taxes" shall mean (i) any Tax that is due on or before the Closing Date, 1997 (ii) any Tax which is payable for a Tax period that ends on or before the “Recourse Carve-Out Guaranty”)Closing Date and which is not due until after the Closing Date, entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company and (iii) with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same Tax which is payable for a Tax period that includes (abut does not end on) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 any claims, liabilitiesthe portion of such Tax that is related to the portion of such Tax period ending on and including the Closing Date, costs and expenses arising on account which portion of such Tax shall (A) in the case of any items Taxes other than gross receipts, sales or use Taxes and Taxes based upon or related to income, be deemed to be the amount of such Tax for the entire Tax period (which are prorated period, with respect to personal property, ad valorem and real property Taxes, shall be the calendar year in which the assessment date for such Tax falls) multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (B) in the case of any Taxes based upon or credited hereunder related to income and which claimsany gross receipts, liabilitiessales or use Taxes, costs or expenses accrue or which are based on events which occurred prior be deemed equal to the Prorations Time; and 11.1.4 all reasonable costs amount which would be payable if the relevant Tax period ended on and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by including the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against in this subsectionClosing Date.

Indemnification by Seller. Notwithstanding the Closing, Seller hereby agrees to indemnify, defend and hold Buyer harmless against and defend Purchaser from with respect to, and againstshall reimburse Buyer for: 11.1.1 subject to Articles 12 (a) any and 13all losses, any lossdirect or indirect, liabilities, costs or expenses suffered damages resulting from any untrue representation, breach of warranty, or incurred by Purchaser because nonfulfillment of any representation covenant or warranty made obligation by Seller in this Agreement, contained herein or in any documents furnished by Seller certificate, document or instrument delivered to the Purchaser Buyer hereunder or in connection with the transactions contemplated in by this Agreement; (b) any and all obligations of Seller not assumed by Buyer pursuant to the terms of this Agreement; (c) any and all losses, liabilities or damages resulting from the operation or ownership of the Station and/or the Station Assets prior to the Effective Time not assumed by Buyer pursuant to the terms of this Agreement, shall be materially false or untrue; provided, however, only including but not limited to any and all liabilities arising under the extent Station Licenses and the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect Assumed Contracts which relate to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued events occurring prior to the Closing DateEffective Time; 11.1.3 (d) any and all actions, suits, proceedings, claims, liabilitiesdemands, costs and expenses arising on account of any items which are prorated or credited hereunder and which claimsassessments, liabilitiesjudgments, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (includingexpenses, without limitation, including reasonable attorneys’ legal fees and disbursements) incurred by the Purchaser in connection with any actionexpenses, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this subsectionindemnity, subject to the notice and opportunity to remedy requirements of Section 16.3 hereof, to the extent that the foregoing are incurred by Buyer as the prevailing party with respect to any claim hereunder; and (e) interest at the Prime Rate plus two percentage points on any reimbursable expense or loss incurred by Buyer from the date payable in accordance with Section 16.3, until the date of reimbursement by Seller.

Indemnification by Seller. Seller agrees to indemnifyindemnify Purchaser with respect to, and hold Purchaser harmless and defend Purchaser from and against: 11.1.1 subject to Articles 12 and 13from, any loss, liabilitiesliability, costs damage, cost or expenses suffered expense (including, but not limited to, reasonable legal fees and expenses, but specifically excluding any Tax Losses, the responsibility for which, if any, is provided in Section 10 hereof) (collectively, the "LOSSES") which Purchaser may incur or incurred by Purchaser because suffer which results from or arises out of (a) the inaccuracy of any representation or warranty made by Seller in this AgreementAgreement (unless any inaccuracy is corrected by Seller or USD prior to Closing in a supplement to any schedule hereto), or in (b) the failure of Seller to comply with any documents furnished covenants or other commitments made by Seller to the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only to (c) the extent operation of the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued Business prior to the Closing Date; 11.1.3 ; PROVIDED, HOWEVER, (i) the Purchaser shall not be entitled to indemnification until all such Losses exceed, in the aggregate $50,000, in which case the Purchaser shall be entitled to indemnification only to the extent such Losses exceed $50,000, (ii) the Purchaser shall not be entitled to indemnification with respect to any claims, liabilities, costs and expenses arising on account breach of any items which are prorated representation or credited hereunder and which claims, liabilities, costs warranty under Section 5 hereof if Seller can prove by a preponderance of the evidence that any director or expenses accrue officer of the Purchaser or which are based doctor employed or retained by Purchaser had actual knowledge at any time on events which occurred or prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any Closing Date of the matters events or conditions constituting or resulting in such breach of representation or warranty or were the result of operations conducted by Purchaser prior to the Closing Date, (iii) in no event shall Seller be required to pay an aggregate amount in excess of $500,000 in respect of Purchaser's Losses, and (iv) Losses shall be net of any insurance proceeds payable or tax benefits realizable to the indemnified against in this subsectionparty with respect to the Loss.

Indemnification by Seller. Seller agrees to indemnifyshall defend, indemnify and hold harmless Buyer, its Affiliates and defend Purchaser their respective stockholders, directors, members, managers, officers, employees, agents, advisors, consultants, assigns and successors from and against: 11.1.1 subject to Articles 12 and 13against all claims, any lossjudgments, damages, liabilities, costs or expenses suffered or incurred by Purchaser because any representation or warranty made by Seller in this Agreementsettlements, or in any documents furnished by Seller to the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 any claims, liabilitieslosses, costs and expenses arising on account of any items which are prorated or credited hereunder and which claimsexpenses, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, including reasonable attorneys’ fees and disbursements, arising from or relating to: (a) incurred by the Purchaser any inaccuracy in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to breach of any of the matters indemnified against representations or warranties of Seller contained in this subsectionAgreement or any document to be delivered hereunder; and (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement or any document to be delivered hereunder. (c) the Excluded Assets held by Seller, solely to the extent relating to or arising out of Seller’s ownership of such Excluded Assets during the Seller Ownership Period; (d) the Excluded Liabilities, solely to the extent an such Excluded Liability was incurred, relates to or arose out of the Seller’s ownership of the Purchased Assets during the Seller Ownership Period; and (e) the Business or Purchased Assets, or events or circumstances related to the Business or Purchased Assets, solely to the extent relating to or arising out of Seller’s ownership of the Business or the Purchased Assets during the Seller Ownership Period.

Indemnification by Seller. (a) Seller agrees to indemnify, indemnify and hold harmless and defend Purchaser Buyer from and againstagainst any and all Losses and Expense incurred by Buyer up to the Purchase Price in connection with or arising from: 11.1.1 subject to Articles 12 and 13, (i) any loss, liabilities, costs or expenses suffered or incurred by Purchaser because any representation or warranty made breach by Seller of any of its covenants in this Agreement, Agreement or in any documents furnished by Seller Ancillary Agreement; (ii) any failure of Seller to the Purchaser in connection with the transactions contemplated perform any of its obligations in this Agreement or in any Seller Ancillary Agreement; or (iii) any breach of any warranty or the inaccuracy of any representation of Seller contained or referred to in this Agreement or any certificate delivered by or on behalf of Seller pursuant hereto; provided that, without limitation of Seller’s indemnification obligations under clause (i) or (ii) of this subsection (a), Seller shall be materially false or untrue; provided, however, required to indemnify and hold harmless under clause (iii) of this subsection with respect to Loss and Expense incurred by Buyer as a result of inaccuracies only to the extent that the same is discovered by Purchaser after the Closing;aggregate amount of such Loss and Expense exceeds RMB100,000. 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose The indemnification provided for in this Section 10.1 shall terminate two (2) years after the Closing Date (and no claims shall be made by any Buyer under this Section 10.1 thereafter), except that the indemnification by Seller shall continue as to: (i) the representations and warranties of Seller set forth in Sections 4.1 and 4.2; (ii) any Loss or accrued Expense of which Buyer has notified Seller in accordance with the requirements of Section 10.3 on or prior to the Closing Date; 11.1.3 any claimsdate such indemnification would otherwise terminate in accordance with this Section 10.1 , liabilities, costs as to which the obligation of Seller shall continue until the liability of Seller shall have been determined pursuant to this Article 10 and expenses arising on account Seller shall have reimbursed Buyer for the full amount of any items which are prorated or credited hereunder such Loss and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser Expense in connection accordance with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against in this subsectionArticle 10.

Indemnification by Seller. If the Closing occurs, (A) Seller agrees to shall indemnify, defend, and hold harmless Purchaser and defend Purchaser its officers, directors, employees, Affiliates, successors and assigns from and against: 11.1.1 subject to Articles 12 , and 13pay or reimburse each of them for and with respect to, any lossLoss relating to, liabilities, costs arising out of or expenses suffered or incurred by Purchaser because resulting from any representation or warranty made breach by Seller of any of its representations, warranties, covenants or agreements in this AgreementAgreement or any other Document to which it is a party and (B) Heitman Value Partners, L.P., Heitman Value Partners (PF#1), L.P. (collectively, “Seller Parent”) and Seller shall jointly and severally, indemnify, defend, and hold harmless Purchaser and its officers, directors, employees, Affiliates, successors and assigns from and against, and pay or in reimburse each of them for and with respect to, any documents furnished Loss relating to, arising out of or resulting from any breach by Seller to the Purchaser of any of its representations set forth in connection with the transactions contemplated in this Agreement, shall be materially false or untrueSections 5.02(a) and 5.11; provided, however, only to that all claims for indemnification under this Section 9.04 must be set forth in reasonable detail in a written notice received by Seller and/or Seller Parent not later than the extent date that is twelve (12) months following the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 Closing Date (the “Recourse Carve-Out GuarantySurvival Period”)) and any litigation with respect to such claim shall be commenced on or prior to the date that is sixty (60) days after the expiration of the Survival Period. Notwithstanding anything to the contrary contained herein or in any other Document, entered into by Overseas Partners Capital Corp. if the Closing occurs, neither Seller nor Seller Parent shall have any liability to Purchaser in favor excess of Metropolitan Life Insurance Company (a) with respect to the loan secured by a mortgage on the Propertyrepresentation set forth in Sections 5.02(a) and 5.11, in each case, only an amount equal to the extent the same (a) resulted from any act or omission of Seller or its Affiliates Purchase Price and (b) arose with respect to all other breaches by Seller in this Agreement or accrued any other Document, an amount equal to five percent (5%) of the Purchase Price. During the Survival Period, Seller hereby agrees to maintain Liquid Assets determined in accordance with GAAP in an amount equal to not less than five percent (5%) of the Purchase Price, provided that if any litigation is brought against Seller with respect to claim(s) for which indemnification against Seller hereunder during the Survival Period (or during the sixty (60) day period after the expiration of the Survival Period if written notice of such claim setting forth such claim in reasonable detail is received by Seller not later than the end of the Survival Period), and such litigation is not finally determined or settled prior to the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any end of the matters indemnified against Survival Period, then Seller shall continue to maintain Liquid Assets in this subsectionan amount sufficient to provide indemnification to Purchaser with respect to such claim(s) hereunder until such claim(s) are finally determined or settled, but not greater than five percent (5%) of the Purchase Price.

Indemnification by Seller. (a) After the Closing Date and subject to the limitations set forth herein, Seller agrees to indemnify, indemnify and hold harmless and defend each Purchaser Indemnitee from and againstagainst any and all Losses incurred by each Purchaser Indemnitee arising from: 11.1.1 subject to Articles 12 and 13, (i) any loss, liabilities, costs breach of any warranty or expenses suffered or incurred by Purchaser because the inaccuracy of any representation of Seller or warranty made by Seller any Selling Subsidiary contained in this Agreement, any Purchase Agreement, the Technology License Agreements or in the Trademark License Agreements, without giving effect to materiality or Material Adverse Effect qualifiers contained therein; (ii) any documents furnished breach by Seller or any Selling Subsidiary of, or failure by Seller or any Selling Subsidiary to perform any of its covenants or obligations contained in this Agreement, any Purchase Agreement or the Tax Matters Agreement (except, for the avoidance of doubt, to the extent relating to any disclosures in respect of tax matters set forth in Schedule 2.5 of the Stock Purchase Agreements and Schedule 3.7 of the Asset Purchase Agreement); (iii) any Excluded Liability; (iv) Liabilities under any (A) retention agreement entered into prior to the Closing Date with any employee of the Seller or a Company or (B) employment or similar agreement entered into prior to the Closing Date with any employee of the Seller or a Company that entitles such employee to compensation or other consideration as a result of the transactions contemplated by this Agreement (in each case referred to in this clause (B) other than any employment or severance obligations customary or otherwise required by applicable Law in the country or jurisdiction of the relevant Company); (v) any consequential damages up to a maximum amount equal to $2,000,000 incurred by Purchaser as contemplated by Section 7.1 of the Transition Product Services Agreement; (vi) any Liabilities arising from warranty or product liability claims in respect of products manufactured in connection with the PCS Business prior to the Closing Date (including any incidental or consequential damages relating to such claims or products and including those product liability claims disclosed in Schedule 2.19(b) of the Stock Purchase Agreements), except that, with respect to any such products manufactured prior to the Closing Date but sold by Purchaser or its Affiliates after the Closing Date, (A) Seller shall not be responsible or retain any Liabilities for such warranty or product liability claims up to an amount equal to the revenues attributable to the sale of such products after the Closing Date and (B) Seller shall only be obligated to indemnify a Purchaser Indemnitee to the same extent that Seller would have been liable to the Person bringing such claims if Seller had sold such product pursuant to the terms and conditions of sale of Seller immediately prior to the Closing; (vii) any Liabilities incurred prior to the Closing Date by a Company primarily attributable to any business of the Seller or its Affiliates other than the PCS Business; and (viii) Liabilities of any Company exclusively related to those transactions contemplated expressly identified in this Agreement, shall be materially false or untrueSchedule 7.15 attached hereto; (ix) those matters specifically identified in Schedule 10.1(a)(ix); provided, however, that Seller shall be required to indemnify and hold harmless under this Section 10.1 with respect to Losses incurred by the Purchaser Indemnitees only to the extent that (i) the same is discovered amount of Loss suffered by the Purchaser Indemnitees related to each individual claim or series of related claims exceeds $100,000 and (ii) the aggregate amount of such Losses, together with Infringement Losses suffered by Purchaser after the Closing; 11.1.2 any lossIndemnitees under Section 10.9 hereof, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates exceed $2,000,000 and then only in respect of such excess; and provided, further, that certain Guaranty the aggregate amount required to be paid by Seller pursuant to this Section 10.1 and Section 10.9 shall not exceed 15% of the Purchase Price. (b) Subject to Section 13.13(d) of this Agreement, dated as of July 30in the event that prior to Closing the Seller shall have modified any Schedule in accordance with this Agreement or a Purchase Agreement, 1997 (and Purchaser determines to proceed with the “Recourse Carve-Out Guaranty”)Closing, entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company Purchaser shall not be entitled to indemnification under this Section 10.1 with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against in this subsectionsuch modification.

Indemnification by Seller. Seller shall indemnify Purchaser and its Affiliates (each a "Purchaser Indemnified Party") against, and agrees to indemnifyhold each of them harmless from, hold harmless any and defend Purchaser from and againstall Losses incurred or suffered by them relating to or arising out of or in connection with any of the following: 11.1.1 subject to Articles 12 and 13, (a) any loss, liabilities, costs breach of or expenses suffered any inaccuracy in (or incurred by Purchaser because any alleged breach of or inaccuracy in) any representation or warranty made by Seller in this AgreementAgreement or any Related Agreement or any document delivered by Seller at the Closing; provided, that (i) except for breaches of or inaccuracies in Tax Warranties or Title and Authorization Warranties, a notice of the Purchaser Indemnified Party's claim shall have been given to Seller not later than the close of business on the Expiration Date and (ii) in the case of a Tax Warranty, a notice of the Purchaser Indemnified Party's claim shall have been given to Seller not later than the Tax Statute of Limitations Date; (b) any documents furnished breach of or failure by Seller to the Purchaser in connection with the transactions perform any covenant or obligation of Seller set out or contemplated in this Agreement, shall be materially false Agreement or untrue; provided, however, only to the extent the same is discovered any Related Agreement or any document delivered by Purchaser after Seller at the Closing; 11.1.2 (c) the Excluded Assets and the Excluded Liabilities; (d) any loss, liabilities, costs products provided or expenses suffered services performed by Deaconess or incurred by Purchaser Seller on or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to before the Closing Date; 11.1.3 (e) any claimsmatters identified on Schedule 4.19; or (f) the Pending Lawsuits. Seller shall not be required to indemnify Purchaser for any Loss arising out of breaches of representations and warranties whatsoever unless the aggregate Losses of Purchaser exceed $50,000, liabilities, costs in which case Seller shall be responsible for the entire amount of the Loss and expenses arising on account of all Losses thereafter. Notwithstanding any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior provision to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against contrary contained in this subsectionAgreement, the maximum aggregate liability of Seller to Purchaser under this Agreement shall not exceed the Purchase Price.

Indemnification by Seller. Seller acknowledges and agrees to indemnifywith Buyer that, regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may have and, regardless of the Closing hereunder, Seller shall indemnify Buyer and its respective directors, officers, shareholders, members, employees and representatives, and their respective successors and assigns (individually, a "BUYER INDEMNIFIED PARTY"), and hold each Buyer Indemnified Party harmless from, against and defend Purchaser from in respect of any and against: 11.1.1 subject to Articles 12 and 13all costs, any losslosses, claims, causes of action, demands, liabilities, fines, penalties, damages and/or expenses (including interest which may be imposed in connection therewith and court costs or expenses suffered or and reasonable fees and disbursements of counsel) incurred by Purchaser because any representation of them in connection with: 11.2.1. PRE-CLOSING DATE MATTERS All liabilities of or warranty made by Seller in this Agreementclaims against any Buyer Indemnified Party of any nature, whether accrued, absolute, contingent or in any documents furnished by Seller otherwise, arising out of or relating to the Purchaser in connection with Transferred Assets, the transactions contemplated in this AgreementHealth/Fitness Business or the catering business, shall be materially false as applicable, and attributable to any state of facts existing or untrue; providedany event occurring on or before the Closing Date (whether known or unknown to Seller or Buyer), however, only to the extent not included in the same Assumed Obligations or in excess of amounts shown to be Closing Date Liabilities or otherwise specified in this Agreement to be the obligation of Buyer, regardless of when such claim or liability is discovered by Purchaser asserted against the applicable Buyer Indemnified Party, and all liabilities of or claims against any Buyer Indemnified Party or Seller of any nature, whether accrued, absolute, contingent or otherwise, relating to the Excluded Assets or the Retained Obligations and attributable to any state of facts existing or any event occurring either before or after the ClosingClosing Date (whether known or unknown to Seller or Buyer) regardless of when such claim or liability is asserted against the applicable Buyer Indemnified Party; 11.1.2 11.2.2. LIABILITY CLAIMS all personal injury or other liability claims which relate to any lossproducts sold, liabilitiesservices provided, costs or expenses suffered or incurred by Purchaser any state of facts existing or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage event occurring on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to before the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against in this subsection.

Indemnification by Seller. (a) Seller hereby agrees to that from and after the Closing it shall indemnify, defend and hold harmless Purchaser and defend its Affiliates (including the Acquired Companies following the Closing) and its and their respective directors, officers, shareholders, partners, attorneys, accountants, agents and employees and their heirs and successors (the "Purchaser from Indemnified Parties") from, against and against: 11.1.1 subject in respect of any Losses imposed on, sustained, incurred or suffered by any of the Purchaser Indemnified Parties relating to Articles 12 and 13, or arising out of (i) any loss, liabilities, costs or expenses suffered or incurred by Purchaser because breach of any representation or warranty made by Seller contained in this Agreement; (ii) the breach of any covenant or agreement of Seller made in this Agreement; and (iii) any claim (whether or not successful), liability or in any documents furnished by Seller to the Purchaser obligation for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the transactions contemplated hereby based upon any alleged agreement, arrangement or understanding between the claimant and the Company or Seller or any of their agents or representatives. (b) Seller hereby agrees that from and after the Closing it shall indemnify, defend and hold harmless each Purchaser Indemnified Party (including the Acquired Companies following the Closing) from, against and in this Agreementrespect of any Losses imposed on, sustained, incurred or suffered by any of the Purchaser Indemnified Parties relating to or arising out of (i) the Excluded Subsidiaries or the sale, transfer, assignment or other divestiture of the assets of the Excluded Subsidiaries or related to or arising out of the Excluded Liabilities and (ii) any Loss imposed on an Acquired Company in connection with proceedings in connection with the lawsuits or claims listed on Section 8.3(b) (ii) of the Seller Disclosure Letter, or any other claim arising out of the same facts and circumstances as the lawsuits listed on Section 8.3(b)(ii) of the Seller Disclosure Letter. This Section 8.3(b) shall survive indefinitely and shall not be materially false limited by Section 8.4. (c) Seller hereby agrees that from and after the Closing it shall indemnify, defend and hold harmless Purchaser and its Affiliates and its and their respective directors, officers, shareholders, partners, attorneys, accountants, agents and employees and their heirs and successors (the "Purchaser Indemnified Parties") from, against and in respect of any Losses imposed on, sustained, incurred or untrue; providedsuffered by any of the Purchaser Indemnified Parties relating to or arising out of the royalty payments due under the Expired Leases for the time period prior to Closing, howeverincluding any deficiencies in prior royalty payments. Seller hereby agrees that from and after the Closing it shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from, against and in respect of, and only to the extent of, any Losses solely attributable to an increase in the same royalties paid or payable pursuant to the Renewed Lease or Other Existing Leases by the Purchaser Indemnified Parties to the Minister of Natural Resources for the Province of Ontario or the Minister of Northern Development and Mines during the period beginning on the Closing Date and ending on the twelfth anniversary thereof (or such earlier termination of the Renewed Leases or Other Existing Leases, as applicable) that is discovered a direct result of a change in the method of calculating the royalties for the Renewed Lease or Other Existing Leases or the treatment of the elements in the calculation of such royalties for the Renewed Lease or Other Existing Leases from the royalty rate reflected in the Company Financial Statements, it being understood that any change (following the first change agreed to by the Seller, Sifto Canada Inc. and the Minister of Natural Resources for the Province of Ontario or the Minister of Northern Development and Mines following the date of this Agreement) to the method of calculating the royalties for the Renewed Lease or Other Existing Leases or the treatment of the elements in the calculation of such royalties that results in an increase in the royalties paid shall be disregarded for purposes of this Section 8.3(c) and that any change, following the date of this Agreement, to the method of calculating the royalties for the Renewed Lease or Other Existing Leases or the treatment of the elements in the calculation of such royalties that reduces the amount of royalties paid shall offset any Losses suffered by the Purchaser Indemnified Parties for purposes of this Section 8.3(c). (d) Seller hereby agrees that from and after the Closing; 11.1.2 date hereof, it shall indemnify, defend and hold harmless each Purchaser Indemnified Party from, against and in respect of any lossLosses imposed on, liabilitiessustained, costs incurred or expenses suffered by any of the Purchaser Indemnified Parties relating to or incurred arising out of any claim or action by Purchaser any Person (other than Purchaser, Merger Sub or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 their respective affiliates) (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company "Plaintiff") with respect to any transaction, proposed transaction, negotiations, discussions or agreements or alleged agreements or arrangements with Persons other than Purchaser, Merger Sub or any of their respective affiliates in connection with or concerning the loan secured acquisition of the Acquired Companies (either alone or together with other subsidiaries of the Company) or the assets of some or all of the Acquired Companies including any claim of interference with such transaction, negotiations, discussions, agreements or arrangements except for claims brought by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and for breach of the Merger Agreement (b) arose or accrued prior such indemnified claims, the "Transaction Claims"). Notwithstanding anything contained herein to the contrary, whether or not the Closing Date; 11.1.3 occurs and whether or not the Merger Agreement is terminated, the terms of this Section 8.3(d) shall survive until the end of the applicable statute of limitations for any claims, liabilities, costs and expenses arising on account of any items which are prorated claim or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted action by a third party or by the Purchaser against Seller or a third party incident Plaintiff with respect to any of the matters indemnified against in this subsectionTransaction Claim.

Indemnification by Seller. Seller agrees to shall indemnify, defend and hold harmless Buyer and defend Purchaser its Representatives (collectively, the “Buyer Group”) from and against, and pay or reimburse, as the case may be, the Buyer Group for, any and all Damages, as incurred, suffered by Buyer or any other member of the Buyer Group based upon, arising out of or relating to: 11.1.1 subject to Articles 12 and 13(a) any falsity, any loss, liabilities, costs breach or expenses suffered or incurred by Purchaser because inaccuracy of any representation or warranty made by Seller or Seller Subsidiary herein on the date of this Agreement or on the Closing Date (other than the representations and warranties with respect to Taxes contained in this Agreement, Section 6.5 and environmental matters contained in Section 6.12); (b) any breach or violation of any covenant or agreement of Seller or Seller Subsidiary contained herein or in the Transition Agreement or the Intellectual Property Agreement; (c) the Retained Liabilities; (d) any documents furnished by Liability for and in respect of (i) income Taxes of Seller to the Purchaser and Seller Subsidiary arising in connection with the consummation of the transactions contemplated hereby, and (ii) Taxes of Seller and Seller Subsidiary relating to the Business, the Assets (including the Joint Venture) or the Assumed Liabilities for periods (or portions thereof) up to and including the Closing Date (in this Agreementthe case of tax years including the Closing on the Closing Date, Taxes shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after determined on a closing-of-the-books basis through the Closing, except for periodic Taxes (such as real property Taxes) which shall be determined on a daily pro rata basis); 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (e) the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company Liabilities set forth on Schedule 13.1(e) with respect to the loan secured by a mortgage Contracts set forth on the Property, in each case, only Schedule 13.1(e); or (f) 50% of all product warranty claims under Contracts that constitute Assets to the extent the same (a) resulted from any act solely based on actions, omissions, or omission of Seller or its Affiliates and (b) arose or accrued occurrences prior to the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior Effective Time to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by extent such claims exceed the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by amounts reserved for product warranty claims on the Purchaser against Seller or a third party incident to any of the matters indemnified against in this subsectionFinal Closing Net Assets Statement.

Indemnification by Seller. Upon the terms and subject to the conditions set forth in this Section 4.2 and Section 4.4, Seller agrees to indemnify, defend and hold Buyer and its employees, agents, directors and officers harmless against, and defend Purchaser from will reimburse Buyer and against: 11.1.1 subject to Articles 12 its employees, agents, directors and 13officers on demand for, any claim, lien, penalty, payment, loss, liabilitiescost or expense (including reasonable attorney's fees and reasonable costs of investigation incurred in investigating and/or defending against such claim, costs lien, penalty, payment, loss, cost or expenses suffered expense or claim therefor) (collectively, the "Damages") made or incurred by Purchaser because or asserted against Buyer or its employees, agents, directors and officers after the Closing Date in respect of: 4.2.1 any representation and all liabilities or warranty made obligations of Seller, or claims against or imposed on Buyer, of any nature (whether accrued, absolute, contingent or otherwise and whether a contractual, tax or other type of liability, obligation or claim) not assumed by Buyer pursuant to this Agreement; 4.2.2 any and all Damages or deficiency resulting from any omission, misrepresentation, breach of warranty, or nonfulfillment of any term, provision, covenant or agreement on the part of Seller contained in this Agreement, or in from any documents misrepresentation in, or omission from, any certificate or other instrument furnished by Seller or to the Purchaser in connection with the transactions contemplated in be furnished to Buyer pursuant to this Agreement, shall be materially false or untrue; provided, however, that Buyer shall not have any claim for any Damages or deficiency related to the nonfulfillment of any term, provision, covenant or agreement on the part of Seller until and unless, (i) Buyer shall first give Seller written notice setting forth in detail the nonfulfillment of Seller, and (ii) Seller fails to cure such nonfulfillment within ten (10) calendar days of receipt of such notice from Buyer; and 4.2.3 any and all liabilities, obligations, claims, Damages or deficiency arising out of or related to Seller's failure to comply with the bulk transfer provisions in effect in the state or states in which the Assets are located. Notwithstanding anything above to the contrary, Seller shall not be liable under Section 4.2.2 unless the aggregate amount of Damages exceeds $250,000 (the "Basket") and then only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect such excess up to a maximum of that certain Guaranty Agreement, dated as of July 30, 1997 $500,000 (the “Recourse Carve-Out Guaranty”"Damage Cap"); provided however, entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company that with respect to Damages arising out of a breach of Section 2.6, the loan secured by Basket shall be $50,000 and with respect to Damages arising out of a mortgage on breach of Section 2.16, the Property, in each case, only to Basket shall be $50,000 and the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against in this subsectionDamage Cap shall be $1,000,000.

Indemnification by Seller. Seller agrees to shall indemnify, defend and hold harmless Buyer, its Affiliates and defend Purchaser from their officers, directors, employees, stockholders, members, agents and againstother representatives (collectively, "BUYER INDEMNITEES") against and in respect of any and all losses, costs, expenses, claims, damages, actions, suits, proceedings, hearings, investigations, charges, complaints, demands, injunctions, judgments, orders, decrees, rulings, directions, penalties, fines, amounts paid in settlement, Liabilities, obligations, Taxes, liens, losses, and fees, court costs, reasonable obligations and liabilities, including interest, penalties and reasonable attorneys fees and disbursements ("DAMAGES"), arising out of, based upon or otherwise in respect of: 11.1.1 subject to Articles 12 and 13, (a) any loss, liabilities, costs or expenses suffered or incurred by Purchaser because breach of any representation or warranty of Seller made by in or pursuant to this Agreement or any Seller in this Agreement, or in any documents furnished by Seller to the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the ClosingTransaction Document; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose any breach or accrued nonfulfillment of any covenant or obligation of Seller contained in this Agreement or any Seller Transaction Document; (c) other than the Assumed Liabilities, (i) any liability or other obligation of Seller, whether or not relating to the Business and whenever arising, including without limitation, the Excluded Liabilities, and (ii) any liability or other obligation of Seller relating to the Business and existing on the Closing Date or arising out of facts, events or circumstances occurring or existing on or prior to the Closing Date, whether or not disclosed in this Agreement or the Disclosure Schedule, provided that Buyer shall have used commercially reasonable efforts to mitigate such liabilities; 11.1.3 any claims, liabilities, costs and expenses (d) all liabilities of Seller for Taxes that are due or accrue on or before the Closing; or (e) all liabilities of Seller referred to in Section 8.2(a) relating to or arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any from Seller's termination of the matters indemnified against in this subsectionContinued Employees.

Indemnification by Seller. (a) From and after the Closing Date, Seller agrees shall, subject to the provisions of this Article XI (including, without limitation, Section 11.5) and Section 12.12, indemnify, defend and hold harmless Purchaser and defend its Affiliates and their respective members, partners, managers, officers, directors, employees, agents, representatives, successors, designees, and permitted assigns (collectively, the “Purchaser Indemnitees”), from and against: 11.1.1 against any and all actions, proceedings, costs, damages (excluding incidental, special, consequential, punitive or other speculative damages other than diminution in value of the Properties resulting from an event subject to Articles 12 indemnification hereunder), claims, losses, liabilities (absolute and 13contingent), fines, penalties, payments, costs and expenses (including reasonable counsel fees, interest, penalties and disbursements, but excluding any losscosts, damages, claims, liabilities, fines, penalties, payments, costs and expenses to the extent that a Purchaser Indemnitee recovers with respect thereto pursuant to any insurance policy) (collectively, “Losses”), that may be asserted against or expenses suffered or incurred by Purchaser because Indemnitees arising out of, or relating to, any representation breach of any representation, warranty, covenant or warranty made by other obligation of Seller contained in this Agreement, or other than the representations and warranties in Section 4.9, including any documents furnished Quantifiable Pre-Closing Losses and Non-Quantifiable Pre-Closing Losses which are not expressly waived by Purchaser. (b) (i) Seller to shall indemnify, defend, and hold harmless the Purchaser in connection with the transactions contemplated in this Agreement, shall Indemnitees (or any of them) from and against any and all Losses that may be materially false asserted against or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by the Purchaser Indemnitees (or any of its Affiliates them) arising out of, or relating to, all brokers and finders claiming by, through or under Seller and in respect any way relating to the sale and purchase of that certain Guaranty the Properties pursuant to this Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) disbursements incurred by the Purchaser Indemnitees in connection with any action, suit, proceeding, demand, assessment or judgment instituted such Losses. The foregoing indemnification shall not apply to Lease Expenses which shall be governed by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against in this subsectionSection 2.4.

Indemnification by Seller. Seller agrees Subject to indemnifythe provisions of this Article 6, hold the Purchaser and its Affiliates, including the Company, and their respective directors, officers, employees, Affiliates, agents, representatives, successors and assigns (collectively, the “Purchaser Indemnitees”) shall be indemnified and held harmless by the Seller, for any and defend Purchaser all costs and expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, Liabilities, interest, awards, Taxes, diminution in value and settlement amounts (collectively, “Losses” and individually, a “Loss”) arising out of or resulting from and againstany of the following: 11.1.1 subject to Articles 12 and 13, any loss, liabilities, costs or expenses suffered or incurred by Purchaser because (a) the breach of any representation or warranty made by the Seller or the Company in this Agreement, or in any documents furnished by Seller to the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the ClosingAcquisition Documents; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose the breach of any covenant or accrued agreement made by the Seller or the Company in the Acquisition Documents; (c) any Losses (including any additional owing duties and fees, interest payments, penalties or liquidated damages related thereto) resulting from the U.S. CBP Investigation; (d) any Losses arising out of or resulting from (i) termination of the Infrastructure Easements due to default prior to the Closing Dateby the Company under any term or condition of the Infrastructure Easements, (ii) the future imposition by Trillium or third parties of any fees, charges or other expenses charged to the Company for the continued use and enjoyment of the Infrastructure Easements during the twenty-four (24) month period after the Closing Date and (iii) solely until such time as Trillium and the Company enter into a renewal of the Trillium Lease, any increase in the net amount of fees, charges and expenses payable by the Company to Trillium or any third party assuming operation of the CNR line adjacent to the Real Property for sundry railway track rental, maintenance and other railway services which are currently provided by Trillium under the Trillium Lease; 11.1.3 (e) any claims, liabilities, costs and expenses Losses arising on account out of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to resulting from a breach by the Prorations TimeSeller of the representation set forth in the last sentence of Section 3.10(f) (Employee Benefit Plans); and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursementsf) incurred by any Losses arising out of or resulting from the Company’s failure to provide to the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by at Closing the Purchaser against Seller or a third party incident to any licenses set forth on Schedule 3.14(b) of the matters indemnified against Company Disclosure Schedule. If and to the extent any provision of this Section 6.02 is unenforceable for any reason, the Seller hereby agrees to make the maximum contribution to the payment and satisfaction of any Loss for which indemnification is provided under this Section 6.02 to the extent which is permissible under applicable Laws, subject to the limitations set forth in this subsectionArticle 6.

Indemnification by Seller. Seller agrees Subject to indemnifythe terms, hold harmless conditions and defend Purchaser from and against: 11.1.1 subject to Articles 12 and 13, any loss, liabilities, costs or expenses suffered or incurred by Purchaser because any representation or warranty made by Seller limitations set forth in this Agreement, Seller shall, at its own expense, defend or, at its option, settle, any third-party claims, suits or in proceedings brought against Customer claiming that any documents furnished Product supplied by Seller to Customer in accordance with this Agreement infringes on any valid United States patent issued before the Purchaser in connection with the transactions contemplated in this Agreementdate of sale, shall be materially false or untrue; providedand Seller agrees to pay those damages and costs, however, only including but not limited to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees finally awarded against Customer, or amounts agreed to in a monetary settlement, that are specifically attributable to such claims. Seller’s obligations contained in this paragraph shall be subject to the conditions that Customer (a) promptly notify Seller in writing of any such claim, suit or proceeding promptly after Customer shall have received notice or obtained knowledge thereof, (b) at Customer’s expense, provide Seller full information and disbursementsassistance as requested by Seller in such defense, and (c) incurred by allow Seller to control the Purchaser defense and settlement of the claim(s), except that no settlement shall be entered without Customer’s written consent, which shall not be unreasonably withheld. In the event of any such claim, suit or proceeding, Seller reserves the right, at its option and in connection lieu of any other obligations or responsibilities under this paragraph, to modify or replace the affected Product to eliminate the alleged infringement, to obtain a license to cure the alleged infringement or to give Customer a refund of the price of the affected Product less an appropriate amount for depreciation. Seller shall have no liability under this paragraph or otherwise for any alleged infringement arising out of: (i) the combination of any Product with any actionother product whether or not furnished to Customer by Seller; (ii) the modification of any Product unless such modification was made by Seller; (iii) use of any Product in an application or environment for which such Products were not designed or contemplated; or (iv) any claim of infringement of a patent in which Customer or any affiliate of Customer has an interest or license. SELLER SHALL NOT BE LIABLE FOR ANY COSTS OR EXPENSES INCURRED WITHOUT SELLER’S WRITTEN AUTHORIZATION, suitAND IN NO EVENT SHALL SELLER’S TOTAL LIABILITY TO CUSTOMER UNDER, proceedingOR AS A RESULT OF COMPLIANCE WITH, demandTHE PROVISIONS OF THIS PARAGRAPH EXCEED THE AGGREGATE SUM PAID TO SELLER BY CUSTOMER FOR THE ALLEGEDLY INFRINGING PRODUCT. The foregoing states the entire responsibility of Seller, assessment and the exclusive remedy of Customer, with respect to any alleged intellectual property right infringement or judgment instituted violation by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against in this subsectionProduct.

Indemnification by Seller. (a) Seller agrees to indemnify, indemnify and hold harmless and defend Purchaser each Buyer Group Member from and against: 11.1.1 subject to Articles 12 against any and 13, any loss, liabilities, costs or expenses suffered or all Losses and Expenses incurred by Purchaser because any representation or warranty made by Seller in this Agreement, or in any documents furnished by Seller to the Purchaser such Buyer Group Member in connection with the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closingarising from: (i) any breach of any warranty or representation of Seller contained herein; 11.1.2 (ii) any loss, liabilities, costs or expenses suffered or incurred breach by Purchaser or Seller of any of its Affiliates covenants or agreements herein; or (iii) any Excluded Liability; (iv) any Liabilities arising out of or resulting from any breach by Seller or any Affiliate prior to the Closing Date of any provision of the Roseland Lease or any Assigned Contract; (v) any Liabilities of Seller or any Affiliate in respect of that certain Guaranty Agreement, dated as of July 30, 1997 any Excluded Assets; (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (avi) resulted from any act or omission Liabilities of Seller or its Affiliates and (b) arose any Affiliate in respect of any lawsuits, claims, suits, proceedings or accrued investigations relating to Seller or the conduct of the Business prior to the Closing Date; 11.1.3 (vii) any claims, liabilities, costs and expenses Liabilities arising on account out of or resulting from non-compliance by Seller or any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred Affiliate prior to the Prorations TimeClosing Date with any Laws applicable to the Business or the Purchased Assets; (viii) any Liabilities of Seller or any Affiliate under any accounts payable, whether or not relating to the Business; and 11.1.4 all reasonable costs (ix) any Liabilities of Seller or any Affiliate to the Employees (including the Transferred Employees), other than Liabilities described in Section 11.2(a)(iii). provided, however, that: (A) Seller shall not be required to indemnify and expenses hold harmless under clause (including, without limitation, reasonable attorneys’ fees i) of this Section 11.1(a) with respect to Losses and disbursements) Expenses incurred by Buyer Group Members unless the Purchaser aggregate amount of such Losses and Expenses subject to indemnification by Seller exceeds $100,000, whereupon the Buyer Group Members shall be entitled to be indemnified for all such Losses and Expenses; (B) in connection no event shall the aggregate amount required to be paid by Seller for indemnification pursuant to clause (i) of this Section 11.1(a) exceed: (1) 20% of the Purchase Price with respect to any actionrepresentations and warranties other than those set forth in Sections 5.1. 5.2. 5.5, suit5.6 and 5.11 (the “Excluded Seller Representations”) or (2) 100% of the Purchase Price with respect to all representations and warranties of the Seller contained in Article V; and (C) no breach by Seller of any representation, proceedingwarranty, demandcovenant or agreement in this Agreement shall be deemed to be a breach of this Agreement for any purpose hereunder, assessment and neither Buyer nor any Affiliate of Buyer shall have any claim or judgment instituted by a third party or by the Purchaser recourse against Seller or a third party incident its directors, officers, employees, Affiliates, controlling persons, agents, advisors or representatives with respect to such breach, if Buyer or any Affiliate of Buyer had, prior to the execution of this Agreement, actual knowledge of such breach. (b) The indemnification provided for pursuant to clause (i) of Section 11.1(a) shall terminate six (6) months after the Closing Date (and no claims shall be made by any Buyer Group Member under clause (i) of Section 11.1(a) thereafter), except that the indemnification by Seller shall continue as to: (i) the Excluded Seller Representations, as to which no time limitation shall apply; (ii) the representations and warranties set forth in Section 5.3, as to which the indemnification provided for pursuant to clause (i) of this Section 11.1 shall terminate upon the expiration of the matters indemnified against applicable statutes of limitations with respect to Taxes (taking into account any extensions or waivers thereof); and (iii) any Loss or Expense of which any Buyer Group Member has notified Seller in accordance with the requirements of Section 11.3 on or prior to the date such indemnification would otherwise terminate in accordance with this subsectionSection 11.1(b), as to which the obligation of Seller shall continue until the liability of Seller shall have been determined pursuant to this Article XI, and Seller shall have reimbursed all Buyer Group Members for the full amount of such Loss and Expense in accordance with this Article XI.

Indemnification by Seller. From and after the Initial Closing Date to the Indemnification Termination Dates, defined in Section 20.3, hereof, applicable to Seller’s SRP Withdrawal Indemnity and the Sunkist License Termination Indemnity and the Seller agrees to indemnifyGeneral Indemnity, defined below, Seller shall indemnify and hold harmless Buyer and defend Purchaser its affiliates, directors, officers and employees from and against: 11.1.1 subject to Articles 12 against any and 13, any lossall losses, liabilities, costs expenses (including actual attorneys' fees and disbursements and expenses of investigation and defense), liens and other obligations (hereinafter individually, a "Loss" and collectively, "Losses") that Buyer or expenses suffered any of its affiliates, directors, officers, or incurred by Purchaser because employees may suffer or incur which directly arise out of or directly result from (i) any claim asserted for any liability with respect to the Sunkist Retirement Plan (“SRP Withdrawal Indemnity”), (ii) any claim asserted for (1) any liability arising out of Seller's termination of the Sunkist License Agreement pursuant to the terms of this Agreement (“Sunkist License Termination Indemnity”), (2) any inaccuracy in or breach of any representation or warranty made by of Seller contained in this Agreement or in any other Transaction Document, (3) any breach of any covenant or agreement of Seller in this AgreementAgreement or any other Transaction Document, or in (4) any documents furnished by Seller claim arising directly out of Seller's Business operations or actions prior to the Purchaser in connection with Final Closing Date, including employee claims and claims by any grower for whom Seller packed citrus fruit prior to the transactions contemplated in this Agreement, shall be materially false or untrueFinal Closing (jointly the “Seller General Indemnity”); provided, however, only that (a) the cumulative indemnification obligation of Seller for such Losses under Section 20.1(ii)(2) through (5), hereof shall in no event exceed an aggregate amount equal to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 $3,000,000 (the “Recourse Carve-Out GuarantyCap”); provided, further, however, (b) indemnification payments arising out of or in connection with fraud or intentional misrepresentation or under Section 20.1(i) and (ii)(1) shall not be subject to the Cap, and (c) Seller will have no liability for indemnification unless and until the aggregate Losses for which, but for this limitation, Seller would be required to indemnify pursuant to Section 20.1 hereof exceed $50,000 (the “Basket”), entered into by Overseas Partners Capital Corp. in favor which event Seller shall be required to indemnify for all Losses and not only those in excess of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the PropertyBasket; provided, in each casehowever, only to the extent the same (a) resulted from any act indemnification payments arising out of or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment actual fraud or judgment instituted by a third party intentional misrepresentation or by the Purchaser against Seller breach of Section 20.1(i) or a third party incident 20.1 (ii) (1) shall not be subject to any of the matters indemnified against in this subsectionBasket.

Indemnification by Seller. Following the Closing and subject to Sections 12.3 and 12.4, Seller agrees to indemnifyshall indemnify and hold Purchaser, hold and its affiliates, members, managers and partners, and the members, managers, trustees, beneficiaries, partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing, including, specifically, but not by limitation, Equity Office Properties Trust, EOP Operating Limited Partnership and Equity Office Management, L.L.C. (collectively, “Purchaser-Related Entities”) harmless and defend Purchaser from and against: 11.1.1 subject to Articles 12 against any and 13all costs, any lossfees, liabilitiesexpenses, costs or expenses suffered or incurred by Purchaser because any representation or warranty made by Seller in this Agreementdamages, or in any documents furnished by Seller to the Purchaser in connection with the transactions contemplated in this Agreementdeficiencies, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates interest and (b) arose or accrued prior to the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses penalties (including, without limitation, reasonable attorneys’ fees and disbursements) suffered or incurred by the Purchaser any such indemnified party in connection with any actionand all losses, suitliabilities, proceedingclaims, demanddamages and expenses (“Losses”), assessment arising out of, or judgment instituted by in any way relating to, (a) any breach of any representation or warranty of Seller contained in this Agreement or in any Closing Document or in any Seller Estoppel, and (b) any breach of any covenant of Seller contained in this Agreement which survives the Closing or in any Closing Document or in any Seller Estoppel (including specifically, but not limited to, the agreement to reprorate pursuant to Section 6.4). By its execution of the Joinder attached to and made a third party part of this Agreement, Cousins hereby agrees to satisfy any actual and valid liability of Seller to Purchaser after Closing which arises under this Agreement up to but not in excess of the Cap Limitation in the event Seller has dissolved or by does not have sufficient assets to satisfy such liability. Except for the Purchaser against Seller undertakings of Cousins pursuant to the Joinder, no Seller-Related Entity, or any entity that becomes a third party incident Seller-Related Entity, shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the matters indemnified against in this subsectionforegoing made at any time or times, heretofore or hereafter, and Purchaser and its successors and assigns and, without limitation, all other persons and entities, shall look solely to Seller’s assets for the payment of any claim or for any performance, and Purchaser, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability.

Indemnification by Seller. Subject to the provisions of this Article VII, Seller agrees to shall indemnify, defend and hold harmless Buyer and defend Purchaser its Affiliates and their respective officers, directors, employees and agents (collectively, the "Buyer Indemnitees") from and against: 11.1.1 after the Closing Date from and against any and all claims, losses, damages, Liabilities, awards, judgments, costs and expenses (including reasonable attorneys' fees) (subject to Articles 12 and 13Section 7.5(a), any loss, liabilities, costs or expenses suffered or "Damages") incurred by Purchaser because the Buyer Indemnitees to the extent caused by (i) any breach of any of the representations and warranties made in this Agreement by Seller, (ii) any breach of any covenant or agreement of Seller made herein or (iii) any Excluded Liability. Notwithstanding the foregoing, Seller shall not be liable to indemnify any Buyer Indemnitees against Damages arising under clause (i) above unless and until the aggregate amount of such Damages exceeds $750,000 (the "Threshold Amount"), whereupon the Buyer Indemnitees shall be entitled to indemnification for the full amount of such Damages; provided, however, that Seller's maximum Liability to the Buyer Indemnitees for all Damages arising under clause (i) above shall not exceed $5,163,750 (the "Maximum Amount"); provided, further, however, that the Threshold Amount and Maximum Amount shall not apply with respect to Damages arising out of any failure of the representations and warranties set forth in Sections 3.1 (Organization and Related Matters), 3.2(a) (Authority) and 3.5 (No Broker) to be true and correct, in which case Seller's maximum Liability to the Buyer Indemnitees shall not exceed the Purchase Price. The limitations set forth in this Section 7.2 shall not apply in respect of any indemnification obligation arising out of or resulting from fraud or willful misrepresentation by Seller. Notwithstanding anything herein to the contrary, for purposes of determining the amount of any Damages related to a breach of any representation or warranty made by Seller in this Agreement, or in any documents furnished the representations and warranties made by Seller to the Purchaser in connection with the transactions contemplated in this Agreement, Agreement shall be materially false or untrue; provided, however, only considered without regard to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser "material," "Material Adverse Effect" or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act similar term or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against in this subsectionlimitation contained therein.

Indemnification by Seller. (a) Subject to the terms and conditions of this Article 11, from and after the Closing Date, Seller agrees to shall indemnify, defend and hold harmless MPC and defend Purchaser Buyer, and their directors, officers, employees and controlled and controlling persons (hereinafter “Buyer’s Related Parties”), from and against all Claims asserted against: 11.1.1 subject to Articles 12 and 13, any lossresulting to, liabilitiesimposed upon, costs or expenses suffered or incurred by Purchaser because any representation Buyer, Buyer’s Related Parties, the Transferred Organization, the Transferred Subsidiaries, the Purchased Assets or warranty made by Seller in the Assumed Liabilities transferred to Buyer pursuant to this Agreement, by reason of, arising out of, or in resulting from: (i) the breach of Seller’s covenant to transfer the Purchased Assets and Purchased Securities to Buyer, (ii) any documents furnished Liability associated with the operation of the Transferred Organization or the Transferred Subsidiaries before Closing, except for any Assumed Liability, (iii) any violation or infringement of the intellectual property rights of any third party before Closing, (iv) any Liability related to any business (MP) 08481/006/APA/APA.doc other than the Transferred Organization or the Transferred Subsidiaries conducted by Seller whether before or after Closing, (v) any Liability arising from Litigation by any stockholder of Seller arising from or related to the Purchaser in connection with consummation of the transactions contemplated in this Agreement, shall be materially false (vi) if Seller is required to give any W.A.R.N. notice, any Liability arising out of or untrue; providedrelated to Seller’s failure to provide proper W.A.R.N. notices, however, only to the extent the same is discovered by Purchaser after the Closing;and (vii) any Excluded Liabilities. 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose Notwithstanding any other provision of this Agreement, Seller agrees that irreparable damage would occur to Buyer if Seller fails to perform its covenant to transfer the Purchased Assets and Purchased Securities to Buyer or accrued prior if any Liabilities intended to be Excluded Liabilities fall upon Buyer and that Buyer shall be entitled to seek an injunction or injunctions to specifically enforce the Closing Date; 11.1.3 any claimsperformance of the applicable terms of this Agreement, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident addition to any of the matters indemnified against in other remedy to which Buyer may be entitled under this subsectionAgreement.

Indemnification by Seller. Seller agrees and the Principals jointly and severally hereby agree to indemnify, indemnify Buyer against and hold it harmless from any and defend Purchaser from and against: 11.1.1 subject to Articles 12 and 13, any lossall losses, liabilities, costs or expenses suffered or incurred by Purchaser because any representation or warranty made by Seller in this Agreementcosts, or in any documents furnished by Seller to the Purchaser in connection with the transactions contemplated in this Agreementdamages, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs claims and expenses (including, without limitation, reasonable attorneys’ attorneys fees and disbursements) expenses incurred by Buyer in any action or proceeding between Buyer and Seller and/or the Purchaser in connection with Principals or between Buyer and any action, suit, proceeding, demand, assessment or judgment instituted by a third party or otherwise) ("Damages") which Buyer may sustain at any time by reason of (i) noncompliance with any applicable bulk sales or transfer law, (ii) any liability or contract of, or claim against, Seller, whether contingent or absolute, direct or indirect, known or unknown, matured or unmatured (including but not limited to liabilities for taxes) relating to the Purchaser against operations of Seller prior to the Closing Date, except for Assumed Liabilities, (iii) any liability or a third party incident claim arising in any way from any service rendered, or action taken by, or relating to the operations of, Seller prior to the Closing Date, except for the Assumed Liabilities, (iv) any liability or claim under any environmental laws relating to any event, action or failure to act which occurred prior to the Closing Date, or (v) the breach or inaccuracy of or failure to comply with, or the existence of any facts resulting in the inaccuracy of, any of the matters indemnified against warranties, representations, conditions, covenants or agreements of Seller or the Principals contained in this subsectionAgreement or in any agreement delivered pursuant hereto, or arising out of the consummation of the transactions contemplated hereby. Buyer shall have the right to set-off and deduct any Damages incurred by it under this Agreement from any payments required to be made by Buyer under this Agreement. In addition, at Seller's election, Seller shall have the right to reimburse Buyer for Damages by having Buyer set-off and deduct such Damages from amounts payable to Seller pursuant to Section 4.4 of this Agreement. The Seller and the Principals shall not have any liability to indemnify the Buyer except to the extent that the aggregate of the Damages exceeds $75,000 (and then only to the extent of the excess) and in no event shall Seller or the Principals have any liability for any Damages which exceed the amount of the Purchase Price.

Indemnification by Seller. Seller agrees Subject to indemnifythe other terms and conditions of this Article VIII, hold harmless the FBGH Parties shall, jointly and severally, indemnify and defend Purchaser Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: 11.1.1 subject to Articles 12 and 13, a. any loss, liabilities, costs inaccuracy in or expenses suffered breach of any of the representations or incurred by Purchaser because warranties of any representation or warranty made by Seller FBGH Party contained in this Agreement, Agreement or in any documents furnished Transaction Document; b. any breach or non-fulfillment of any covenant, agreement or obligation to be performed by any FBGH Party pursuant to this Agreement; c. any Excluded Asset or any Excluded Liability; d. the Services provided by Seller to the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 e. the Assigned Customer Accounts and Assigned Contracts and the obligations of Seller under the Assigned Customer Accounts and Assigned Contracts prior to the Closing Date; f. the ownership, operation or conduct of the Business, the Purchased Assets or the Seller Intellectual Property prior to the Effective Time, along with any claimsLiabilities for services provided by the Seller prior to the Effective Time regardless of when the claims are made; g. any liabilities for Taxes imposed upon, liabilitiesor incurred by, costs FBGH Parties at any time or with respect to the Business with respect to any period (or portion thereof) ending before the Closing Date, including, but not limited to, withholding, state and expenses arising sales or use Taxes imposed with respect to this Transaction; h. any noncompliance of a Benefit Plan identified on account Schedule 3.16(a) with applicable Laws or failure of any items which are prorated such Benefit Plan to be operated in compliance with applicable Laws if such noncompliance or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which failure occurred prior to the Prorations Time; Closing Date; i. any Selling Expenses not paid at Closing; j. the collection, deposit or remittance of payroll tax funds prior to the Closing Date on behalf of the Existing Customers and the maintenance and operation of the Retained Custodial Accounts prior to and after the Closing Date, including a breach of the representations and warranties made in Section 3.22; k. those matters set forth on Schedule 8.2(k) and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the l. those matters indemnified against in this subsectionset forth on Schedule 8.2(l).

Indemnification by Seller. Seller agrees will indemnify in full Buyer and hold it harmless against any Loss, arising from or relating to: any breach or inaccuracy in any of the representations and warranties of Seller contained in this Agreement or in any closing certificate delivered by or on behalf of Seller pursuant to indemnifythis Agreement (the calculation of Loss resulting from any such breach or inaccuracy to be determined without regard to any qualification as to "materially", hold harmless "in all material respects" or similar qualification); any breach of any of the agreements or covenants of Seller contained in this Agreement; or the Pending Xxxxxx Action (collectively, the "Buyer Losses"). Buyer shall not be entitled to recover from Seller for any Buyer Losses arising pursuant to Sections 1.1(a)(i) or 1.1(a)(ii): (x) in respect of any individual item, or group of items arising out of the same event, where the Buyer Losses relating thereto are less than $25,000 (the "Sub-Basket Amount "); and defend Purchaser (y) in respect of each individual item, or group of items arising out of the same event, where the Buyer Losses relating thereto are equal to or greater than the Sub-Basket Amount, unless the total of all Buyer Losses exceeds $125,000 (the "Basket Amount "), in which event the Buyer will be entitled to indemnification only for such Buyer Losses in excess of the Basket Amount. Seller's liability for Buyer Losses arising pursuant to Section 1.1(a)(i) or 1.1(a)(ii) or any Loss arising pursuant to Section 1.1(a) will not exceed $500,000 (the "Cap" and, together with the Sub-Basket Amount and the Basket Amount, the "Indemnity Limitations"). For clarity, none of the Indemnity Limitations shall apply to Seller's liability under Section 1.1(a)(iii). If Buyer has a claim for indemnification under this Section 0, Buyer must deliver to Seller one or more written notices of Buyer Losses (each a "Buyer Claim") within twelve (12) months after the Closing Date, except for Buyer Losses arising from a breach or inaccuracy in the representations and against: 11.1.1 subject to Articles 12 warranties made in Sections (a), (b), (b), (d) and 13, 0 or Buyer Losses arising from any loss, liabilities, costs or expenses suffered or incurred by Purchaser because post-Closing breach of any representation or warranty made of the agreements by Seller contained in this Agreement, or for which Buyer must deliver a Buyer Claim prior to two months after the expiration of the applicable statute of limitations. Seller will have no liability under this Section 0 unless the written notices required by the preceding sentence are given by the date specified. Any Buyer Claim will state in any documents furnished by Seller to reasonable detail the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only basis for such Buyer Losses to the extent then known by Buyer and the same nature of Buyer Losses for which indemnification is discovered sought, and it may state the amount of Buyer Losses claimed. If such Buyer Claim (or an amended Buyer Claim) states the amount of Buyer Losses claimed and Seller notifies Buyer that Seller does not dispute the claim described in such notice or fails to notify Buyer within forty-five (45) Business Days after delivery of such notice by Purchaser after Buyer whether Seller disputes the Closing; 11.1.2 any lossclaim described in such notice, liabilitiesBuyer Losses in the amount specified in Buyer's notice will be admitted by Seller, costs or expenses suffered or incurred by Purchaser or any and Seller will pay the amount of its Affiliates in respect such Buyer Losses to Buyer. If Seller has timely disputed the liability of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company Seller with respect to a Buyer Claim (or an amended Buyer Claim) stating the loan secured by amount of Buyer Losses claimed, Seller and Buyer will proceed in good faith to negotiate a mortgage on resolution of such dispute. If a claim for indemnification has not been resolved within thirty (30) calendar days after delivery of the PropertySeller's notice, Buyer may seek judicial recourse. If a Buyer Claim does not state the amount of Buyer Losses claimed, such omission will not preclude Buyer from recovering from Seller the amount of Buyer Losses described in each casesuch Buyer Claim if any such amount is subsequently provided in an amended Buyer Claim (although in that event, only Seller will have the right to dispute the claim in accordance with the provisions of this Section 1.1(c)). In order to assert its right to indemnification under this Article 0, Buyer will not be required to provide any notice except as provided in this Section 1.1(c). Seller will pay the amount of any Buyer Losses to Buyer within ten (10) Business Days following a determination of Seller's liability for and the amount of Buyer Losses (whether such determination is made pursuant to the extent the same (a) resulted from any act or omission of Seller or its Affiliates procedures set forth in this Section 0, by agreement between Buyer and (b) arose or accrued prior to the Closing Date; 11.1.3 any claimsSeller, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party arbitration award or by the Purchaser against Seller or a third party incident to any of the matters indemnified against in this subsectionfinal adjudication).

Indemnification by Seller. Seller hereby agrees to indemnify, defend and hold harmless and defend Purchaser Buyer from and against: 11.1.1 subject against all assessments, judgments, costs, and expenses arising out of any claim, demand or suit asserted against Buyer (except for, and to Articles 12 and 13the extent of, Buyer’s own negligence or intentional wrongful conduct) or for any loss, liabilities, costs loss or expenses other Damages incurred or suffered by Buyer resulting from or incurred by Purchaser because related to: (a) any inaccuracy in or Seller’s breach of any representation or warranty made of Seller hereunder or under any certificate or schedule delivered by Seller in this Agreementpursuant hereto, or in (b) any documents furnished by failure of Seller to the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or satisfy any of its Affiliates in respect of that certain Guaranty Agreementcovenants, dated as of July 30agreements or other obligations under this Agreement or any certificate or schedule delivered by Seller pursuant hereto, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (ac) resulted from any act or omission liabilities and obligations of Seller or its Affiliates and other than the Assumed Liabilities or (bd) arose any of Seller’s Tax liabilities. Seller will be obligated to assume the defense, at its sole expense, of any claim or accrued prior litigation as to which it has an indemnification obligation hereunder, provided that Buyer may, at its own expense, be entitled to monitor and/or participate in the defense thereof. If, after being duly notified, Seller fails to defend in a timely manner or is not permitted to take any of the actions described in Section 7.3(x), 7.3(y) or 7.3(z) pursuant to the Closing Date; 11.1.3 provisions of Section 7.3, Buyer will have the right to assume its own defense, and Seller will be obligated to reimburse Buyer for any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, including but not limited to reasonable attorneys’ fees and disbursementsfees) incurred by in the Purchaser in connection with defense of such claim or litigation. Seller shall not settle such a claim without the consent of the Buyer (which consent shall not be unreasonably withheld, it being understood that it shall not be unreasonable for the Buyer to withhold its consent from any settlement which (1) commits the Buyer to take, or to forbear to take, any action, suit, proceeding, demand, assessment or judgment instituted by (2) does not provide for a third party or by the Purchaser against Seller or a third party incident to any complete release of the matters indemnified against in this subsectionBuyer by such third party).

Indemnification by Seller. (i) To the extent set forth in this Section 9(a), from and after the Closing, Seller agrees to indemnify, indemnify and hold harmless the Buyer Indemnitees against and defend Purchaser from and against: 11.1.1 subject to Articles 12 and 13in respect of all losses, any lossdamages, judgments, settlement payments, fines, liabilities, obligations, penalties, costs and expenses, regardless of whether arising out of third party claims (including (w) interest and penalties, (x) reasonable attorneys’ fees and expenses actually incurred in connection therewith, (y) direct, indirect, incidental, consequential and special damages, but only to the extent such damages are reasonably foreseeable, but excluding any punitive damages, except to the extent such damages are awarded by a Judgment against, and paid by, a Buyer Indemnitee pursuant to a Third Party Claim and (z) any damages awarded by a Judgment against, and paid by, a Buyer Indemnitee pursuant to a Third Party Claim) (collectively, “Losses”) that a Buyer Indemnitee suffers or expenses incurs (including, for the avoidance of doubt, Losses sustained or suffered or indirectly by a Buyer Indemnitee that are incurred by Purchaser because NLC or its Subsidiaries) to the extent directly or indirectly resulting from, arising out of or based upon: (A) any breach of any of the representations or warranties of Seller set forth in this Agreement (other than any representation or warranty made by contained in Section 4(m)); (B) any breach or non-fulfillment of any of the covenants or agreements of Seller set forth in this AgreementAgreement or any of the Transaction Documents; (C) without duplication of any amounts taken into account in the calculation of NLC Closing Tangible Book Value, (i) all Taxes of NLC and its Subsidiaries for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (the “Pre-Closing Tax Period”), (ii) any and all Taxes of any member of an affiliated, consolidated, combined, or in any documents furnished by Seller to the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser unitary group of which NLC or any of its Affiliates in respect Subsidiaries (or any predecessor of that certain Guaranty Agreement, dated as any of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by foregoing) is or was a mortgage member on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 , for which NLC or such Subsidiary is liable pursuant to Treasury Regulation Section 1.1502-6 or any claimsanalogous or similar state, liabilitieslocal, costs or non-U.S. Law, (iii) any and expenses arising on account all Taxes of any items person (other than NLC and its Subsidiaries) imposed on NLC or any of its Subsidiaries as a transferee or successor, by contract or pursuant to any Law, which are prorated Taxes arise from any action or credited hereunder transaction taken or entered into by NLC or such Subsidiary before the Closing and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 (iv) any and all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with Taxes arising from any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to breach of any of the matters indemnified against representations or warranties of Seller set forth in this subsectionSection 4(m)(ix); (D) any claims of any brokers or finders claiming by, through or under Seller or its Subsidiaries with respect to the Transaction; or (E) any Seller’s Transaction Expenses (to the extent not paid by or on behalf of Seller at the Closing).

Indemnification by Seller. (a) Subject to the terms and conditions contained in this Agreement, following the Closing, Purchaser and its Affiliates, respective officers, directors, employees, agents, successors and assigns (each a "Purchaser Indemnified Party") shall be indemnified and held harmless by Seller agrees to indemnify(the "Seller Indemnifying Party"), hold harmless for and defend Purchaser from against any and against: 11.1.1 subject to Articles 12 and 13all losses, any loss, liabilitiesdamages, costs or expenses and expenses, interest, awards, judgments and penalties (including attorneys' and consultants' fees and expenses) actually suffered or incurred by Purchaser because them (hereinafter a "Loss"), arising out of or resulting from: (i) the breach of any representation or warranty made by Seller contained in this Agreement; (ii) the breach of any covenant or agreement by Seller contained in this Agreement; (iii) any Excluded Liability or any liability or obligation of Seller not included in the Assumed Liabilities; (iv) any Employee Benefit Plan; (v) any liability, payment or obligation in respect of any Tax Liabilities owing by Seller or Seller's Predecessors of any kind or description (including interest and penalties with respect thereto); (vi) except for Assumed Liabilities, resulting from or arising out of the conduct of the Business (including, but not limited to, any Products Liabilities) at any time on or prior to the Closing Date including, but not limited to, any Proceeding against the Seller or Seller's Predecessors and any litigation or similar matter arising out of such conduct, whether or not described or required to be described on Schedule 4.10; and (vii) Seller's failure to comply with bulk sales laws and any equivalent bulk transfer tax laws notwithstanding Purchaser's waiver of Seller's compliance therewith pursuant to this Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, Seller's aggregate liability for any and all claims for indemnification under Section 9.2(a)(i) will be limited to an amount not to exceed Five Million Five Hundred Thousand Dollars ($5,500,000) and Seller shall be so liable only if the aggregate amount of such claims for indemnification exceeds Five Hundred Thousand Dollars ($500,000) (the "Threshold Amount"). Once such aggregate amount of such claims for indemnification exceeds the Threshold Amount, the Purchaser shall be entitled to indemnification under this Article 9 for the aggregate amount of all such liabilities, regardless of the Threshold Amount, except that a breach of a representation or in any documents furnished warranty or misrepresentation made by Seller to in Section 4.3 or the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any first sentence of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”Section 4.4(a), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted and any claim arising from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against in this subsectionfraud will not be so limited.

Indemnification by Seller. Seller agrees to indemnify, shall indemnify and hold harmless Buyer, and defend Purchaser from and against: 11.1.1 subject to Articles 12 and 13shall reimburse Buyer for, any loss, liabilitiesliability, claim, cost, damage, expense (including, but not limited to, costs of investigation and defense and reasonable attorneys' fees) or expenses suffered diminution of value (collectively, "Damages") arising from or incurred in connection with (a) any inaccuracy in any of the representations and warranties of Seller in this Agreement or in any certificate delivered by Purchaser because Seller pursuant to this Agreement as referenced in Section 10.1 hereof, or any actions, omissions or state of facts inconsistent with any such representation or warranty made warranty, if notice thereof is given by Buyer to Seller prior to the second anniversary of the Closing Date, (b) any failure by Seller to perform or comply with any agreement in this Agreement, or in (c) any documents furnished Environmental Remediation, (d) Buyer's assumption of any liability pursuant to Section 1.7 hereof, (e) any other liability incurred by Seller to the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 and not specifically assumed by Buyer hereunder, (f) any claimscost or expenses or liability incurred by Buyer to defend against claims of third persons related to the Assets, liabilitiesthe Assumed Liabilities or its operation of the Business resulting from or arising out of the acts or omissions of Seller prior to or after the Closing, (g) any costs and expenses incurred by Buyer resulting from or arising on account out of any items which are prorated or credited hereunder and which claimsthe Seller Obligations pursuant to Section 1.8 hereof, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ any costs and expenses arising from contracts or agreements of Seller that are not being assumed by Buyer pursuant to the provisions hereof, and (h) any claim by any person for brokerage or finder's fees and disbursementsor commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Seller (or any Person acting on its behalf) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against in this subsectionContemplated Transactions. Buyer shall have the right to deduct any Damages due to Seller from the Royalties due Seller pursuant to Section 1.6 hereof.

Indemnification by Seller. (a) Subject to the terms and conditions of this Agreement, Seller agrees to indemnifywill defend, indemnify and hold Buyer harmless and defend Purchaser from and against: 11.1.1 subject to Articles 12 and 13against all claims, any losslosses, liabilities, damages, costs and expenses (including without limitation reasonable fees and expenses of attorneys incurred in investigation or defense of any third-party Action, but excluding fees, costs and expenses suffered of attorneys, accountants, consultants and other experts and witnesses incurred in the investigation or incurred by Purchaser because prosecution of any non-third-party Action) arising out of or related to an Excluded Liability or breach of a representation or warranty made by or covenant of Seller in this Agreement. (b) Promptly after receipt by Buyer of notice of any third-party Action in respect of which indemnity may be sought against Seller hereunder (for purposes of this Section 9.01, a "Buyer's Assertion"), Buyer will notify Seller in writing of the Buyer's Assertion, but the failure to so notify Seller will not relieve Seller of any liability they may have to Buyer, except to the extent Seller has suffered actual prejudice thereby. Seller will be entitled to participate in and, to the extent Seller elects by written notice to Buyer within thirty (30) days after receipt by Seller of notice of such Buyer's Assertion, to assume the defense and investigation of such Buyer's Assertion, at Seller's own expense, with counsel chosen by them which will be reasonably satisfactory to Buyer. With respect to any such Buyer's Assertion, Buyer will promptly provide Seller with: (i) notice and copies of any documents served upon Buyer; and (ii) all reasonable cooperation which Seller deems necessary to defend such Buyer's Assertion, including, without limitation, providing Seller and its outside attorneys access to any potentially-relevant documents, information, or individuals within the control of Buyer, other than any privileged documents. If business information of Buyer other than that pertaining to the Norwich Plant and Chemical Operations is contained in such documents or information, Seller and Buyer will enter into appropriate secrecy commitments to protect such documents or information. Notwithstanding that Seller may have elected by written notice to assume the defense of any Buyer's Assertion, Buyer will have the right to participate in the investigation and defense thereof, with separate counsel chosen by Buyer, but in such event the fees and expenses of Buyer (above those which would otherwise have been incurred) and such separate counsel will be paid by Buyer. (c) Notwithstanding anything in this Section 9.01 to the contrary: (i) Seller will have no obligation with respect to any Buyer's Assertion if, in connection therewith, Buyer, without the written consent of Seller, settles or compromises any Action or consents to the entry of any judgment; and (ii) Seller will not, without the written consent of Buyer with respect to any Buyer's Assertion: (A) settle or compromise any Action or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to Buyer of a duly executed written release of Buyer from all liability in respect of such Action, which release will be reasonably satisfactory in form and substance to counsel for Buyer; or (B) settle or compromise any Action in any documents furnished by manner that, in the reasonable judgment of Buyer or its counsel, will materially adversely affect Buyer other than as a result of money damages or other money payments. (d) Upon the payment of any settlement or judgment pursuant to this Section 9.01 with respect to any Buyer's Assertion, Seller will be subrogated to all rights and remedies of Buyer against any third party in respect of such Buyer's Assertion to the Purchaser in connection extent of the amount so paid by Seller. (e) The indemnity provided for by this Section 9.01 will be Buyer's exclusive source of recovery against Seller with the transactions contemplated in this Agreement, shall be materially false or untruerespect to matters covered hereby; provided, however, only to this indemnity shall not be the extent exclusive source of recovery where there is a judgment of fraud in the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against in this subsectioninducement.

Indemnification by Seller. Seller agrees After the Closing but subject to indemnifySections 10.1 and 10.5, Sellers hereby agree to indemnify and hold Buyer harmless against and defend Purchaser from with respect to, and againstshall reimburse Buyer for: 11.1.1 subject to Articles 12 (a) Any and 13, any lossall losses, liabilities, costs or expenses suffered damages arising out of or incurred resulting from any untrue representation, breach of warranty, or nonfulfillment of any covenant by Purchaser because Sellers contained in this Agreement or in any representation certificate, document, or warranty made instrument delivered to Buyer under this Agreement; (b) Any and all obligations of Sellers not assumed by Seller in Buyer pursuant to this Agreement, including any liabilities arising at any time under any Contract not included in the Assumed Contracts; (c) Any loss, liability, obligation, or in cost arising out of or resulting from the failure of the parties to comply with the provisions of any documents furnished by Seller bulk sales law applicable to the Purchaser transfer of the Assets; (d) Any and all obligations, losses, liabilities, or damages arising out of or resulting from the operation or ownership of the Stations prior to the Closing (except any losses, liabilities or damages for which Buyer has received a proration in connection with its favor or a reduction in Purchase Price under Section 6.15), including any liabilities arising under the transactions contemplated in this Agreement, shall be materially false Licenses or untrue; provided, however, only the Assumed Contracts to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect they relate to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued events occurring prior to the Closing Date; 11.1.3 any claims, liabilities, (e) Any and all out-of-pocket costs and expenses arising on account of any items which are prorated or credited hereunder and which claimsexpenses, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all including reasonable costs and expenses (including, without limitation, reasonable attorneys’ legal fees and disbursements) incurred by the Purchaser in connection with expenses, incident to any action, suit, proceeding, claim, demand, assessment assessment, or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity; and (f) Any and all loss, liabilities or damages arising out of or resulting from the loss or revocation of any of the matters indemnified against FCC Licenses as a result of actions taken by the FCC (or, to the extent applicable, by any reviewing court) solely in this subsectionconnection with the specific applications relating to the Stations and listed on Schedule 10.2.

Indemnification by Seller. (a) Subject to the provisions of Subsection (b) below and Section 10.2 below, Seller agrees to indemnify, shall indemnify and hold harmless Buyer and defend Purchaser from any officer, director, agent, employee and againstaffiliate thereof with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of: 11.1.1 subject to Articles 12 and 13, any loss, liabilities, costs (i) Any breach or expenses suffered or incurred by Purchaser because any representation or warranty made non-performance by Seller in this Agreement, or in any documents furnished by Seller to the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or of any of its Affiliates representations, warranties, covenants or agreements set forth in respect this Agreement or any other Documents; or (ii) The ownership or operation by Seller of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to Station or the loan secured by a mortgage Sale Assets on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date;; or 11.1.3 (iii) All other liabilities and obligations of Seller other than the Assumed Obligations; or (iv) Noncompliance by Seller with the provisions of the Bulk Sales Act, if applicable, in connection with the transaction contemplated hereby; or (v) Any violation of any Environmental Laws by Seller or the existence of any Hazardous Materials on the Real Property on or before Closing. (b) Except for any amounts owed by Seller to Buyer under Section 9.3(a) (iv), Section 9.3(a)(v) and Section 2.7, if Closing occurs, Seller shall not be obligated (a) until the aggregate amount of such claims, liabilities, damages, losses, costs and expenses arising on account of any items exceeds Buyer's Threshold Limitation, in which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior case Buyer shall then be entitled to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any indemnification of the matters indemnified against entire aggregate amount, or (b) for any amounts in this subsectionexcess of the Purchase Price.

Indemnification by Seller. Seller agrees to indemnify, shall indemnify and hold buyer ------------------------- harmless from any and defend Purchaser from and against: 11.1.1 subject to Articles 12 and 13, any loss, liabilities, costs or expenses all Losses suffered or incurred by Purchaser because Buyer as a result of or arising directly or indirectly out of or in connection with: (a) Any breach by Seller or any inaccuracy of any representation or warranty made by of Seller contained in this Agreement or contained in any of the Principal Agreements (other than the Real Property Purchase Agreement and the Product Supply Agreement, each of which contains independent indemnities) or in any documents furnished by agreement, instrument, certificate or other document delivered pursuant hereto or the Principal Agreements (other than the Real Property Purchase and the Product Supply Agreement) (provided that Seller shall not be required to the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false indemnify or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates hold Buyer harmless in respect of that certain Guaranty Agreement, dated as any such breach or inaccuracy of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. any representation or warranty unless Buyer shall have provided notice to Seller in favor of Metropolitan Life Insurance Company accordance with respect Section 13.3 on or prior to the loan secured by a mortgage on the Property, expiration of any applicable time period related to such representation and warranty set out in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and Article 8); (b) arose Any breach or accrued non-performance by Seller of any covenant to be performed by it which is contained in this Agreement or in any agreement (other than the Real Property Purchase Agreement and the Product Supply Agreement, each of which contain independent indemnities), instrument, certificate or other document delivered pursuant hereto; (c) Any liabilities, obligations or commitments of Seller (whether accrued, contingent or otherwise and whether or not determined or determinable) related to the Purchased Assets, existing at or prior to the Closing Date, other than the Assumed Obligations; 11.1.3 (d) Any claims by any claimsemployees of the Business, liabilitiesincluding claims with respect to Seller employee benefit plans other than claims by Selected Employees relating to their employment with Buyer after the Closing Date; (e) Any commission or other remuneration payable or alleged to be payable to any broker, costs and expenses arising agent or other intermediary who purports to act or have acted for or on account behalf of Seller; and (f) The existence of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred latent defects in any products (i) sold by Seller in connection with the conduct of the Business prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses Closing Date, or (including, without limitation, reasonable attorneys’ fees and disbursementsii) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against in this subsection.designed by

Indemnification by Seller. Seller agrees to indemnify, shall indemnify and hold harmless the Buyer Parties, and defend Purchaser from and against: 11.1.1 subject to Articles 12 and 13shall reimburse the Buyer Parties, for any loss, liabilitiesliability, costs obligation, Proceeding, Tax, damage, cost or expense (including interest, penalties, reasonable attorneys’ fees and expenses suffered and all amounts paid in investigation, defense or settlement) (“Losses”) incurred by Purchaser because or sustained by, or imposed upon, the Buyer Parties based upon, arising out of, resulting from or in connection with: (a) any inaccuracy or breach of any representation or warranty made by the Company or Seller in this Agreement, Agreement or in any documents furnished the Ancillary Agreements; (b) the breach or non-fulfillment by Seller of any covenant, agreement or obligation to be performed by it under this Agreement or the Ancillary Agreements; (c) any Indebtedness or Transaction Expenses that are not taken into account in the calculation of the Final Adjustment Amount; (d) all Taxes of the Company (or any predecessor) for any Pre-Closing Tax Period, (e) any obligations under Section 5(f) hereof, in each case except to the Purchaser extent taken into account in determining Working Capital or (f) the employment and/or termination (including by constructive dismissal) of the employee listed in Schedule 7, including, without limitation, any salary, severance, bonus or other payment due to such employee. Notwithstanding the foregoing, Seller will not be required to indemnify the Buyer Parties pursuant to clause (a) of this Section 7: (i) for any individual Losses or series of related Losses arising out of substantially similar facts and circumstances unless and until the aggregate amount of all such Losses exceeds Fifteen Thousand dollars ($15,000) (the “De Minimis Amount”); (ii) unless and until the aggregate amount of Losses that exceed the De Minimis Amount and that would be payable by Seller pursuant to clause (a) of this Section 7 but for this sentence exceeds on a cumulative basis an amount equal to One Hundred Sixty Five Thousand dollars ($165,000) (the “Basket”), in which case, Seller shall become liable for all such Losses from the first dollar; and (iii) in an amount in excess of Three Million Three Hundred Thirty Thousand dollars ($3,330,000) (the “Cap”); provided that the Basket and the Cap shall not apply to any Losses from breaches or inaccuracies of the Fundamental Representations or from fraud, intentional misrepresentation or willful misconduct. In addition, and notwithstanding the foregoing to the contrary, the Basket and Cap shall not apply to any Losses incurred by the Buyer Parties pursuant to clauses (b), (c), (d), (e) or (f) of this Section 7. Notwithstanding the foregoing, Seller will not be required to indemnify the Buyer for breaches or inaccuracies of the Fundamental Representations in an amount in excess of the aggregate proceeds received by Seller in connection with the transactions contemplated by this Agreement and the Ancillary Agreements; provided that this sentence shall not apply in this Agreementthe case of fraud, shall be materially false intentional misrepresentation or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against in this subsection.willful misconduct. 29

Indemnification by Seller. (a) Seller agrees to indemnifyand its successors in interest shall reimburse, indemnify and hold harmless Buyer and defend Purchaser the Company, and their respective successors and assigns as provided in this Article 10, at all times on and after the date of this Agreement, against and in respect of any and all claims, causes of action, suits, proceedings, demands, assessments, judgments, losses, damages, costs, expenses and liabilities whatsoever (individually a "Loss" and collectively "Losses") arising out of, related to, resulting from and againstor based upon any of the following: 11.1.1 subject (i) the Seller-Assumed Liabilities; (ii) the Basket Liabilities; and (A) Any breach or non-fulfillment of any of the covenants or agreements of Seller or, for any period prior to Articles 12 and 13Closing, the Company, contained in or made pursuant to this Agreement or any loss, liabilities, costs or expenses suffered or incurred by Purchaser because any representation or warranty made of the agreements required to be delivered by Seller under paragraph 8.2(a)(iii) and (B) any inaccuracy or breach of any of the representations and warranties of Seller that is contained in this Agreement, any of the agreements required to be delivered by Seller under paragraph 8.2(a)(iii) or in any documents certificate or other instrument furnished by to Buyer hereunder or thereunder (all Losses arising under this paragraph 10.1(a)(iii)(B) are collectively referred to herein as "Seller to the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false or untrueContract Claims"); provided, however, that Seller shall not be required to indemnify Buyer and the Company under this Article 10 in respect of any Basket Liability or Seller Contract Claim until the aggregate amount of all Basket Liabilities and Seller Contract Claims exceeds the Aggregate Basket Amount, whereupon Seller shall be required to indemnify Buyer and the Company in respect of Basket Liabilities and Seller Contract Claims to the extent (but only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates extent) Losses in respect of Basket Liabilities and Seller Contract Claims exceed the Aggregate Basket Amount. Any provision in this Agreement to the contrary notwithstanding, (A) Seller shall only be liable for individual claims (or a series or group of related claims arising from the same set of facts or circumstances) in respect of Basket Liabilities and Seller Contract Claims that certain Guaranty exceed $10,000 and (B) Seller shall only be liable under this Article 10 for Losses in respect of Category 2 Liabilities, Category 3 Liabilities and Seller Contract Claims (other than for any inaccuracy or breach of any of the representations and warranties of Seller that is contained in paragraph 5.24 of this Agreement, dated as ) up to an aggregate amount equal to $117,250,000. Seller's indemnification obligation in respect of July 30, 1997 any Losses in respect of (the “Recourse Carve-Out Guaranty”W) paragraph 10.1(a)(iii)(A), entered into by Overseas Partners Capital Corp. (X) Category 1 Liabilities, (Y) Seller-Assumed Liabilities and (Z) any Seller Contract Claim for any inaccuracy or breach of any of the representations and warranties of Seller that is contained in favor paragraph 5.24 of Metropolitan Life Insurance Company with this Agreement) up to an aggregate amount equal to $117,250,000. Seller's indemnification obligation in respect of any Losses in respect of (W) paragraph 10.1(a)(iii)(A), (X) Category 1 Liabilities, (Y) Seller-Assumed Liabilities and (Z) any Seller Contract Claim for any inaccuracy or breach of any of the representations and warranties of Seller that is contained in paragraph 5.24 of this Agreement shall be unlimited in amount, subject, in the case of Category 1 Liabilities, to the loan secured by a mortgage on the Property, $10,000 minimum set forth in each case, only to the extent the same clause (A) above. (b) Subparagraphs 10.1 (a) resulted from (i) through 10.1(a)(iii) above shall be deemed to be independent bases for indemnification and Buyer shall be entitled to indemnification regardless of whether the basis for indemnity is excluded or included under another subparagraph; provided, that such treatment is not intended to permit Buyer or the Company to be indemnified for amounts in excess of Losses actually incurred. The indemnification provided by this paragraph 10.1 shall be interpreted and construed as broadly as possible and shall encompass claims by Buyer against Seller for any act Loss sustained by Buyer and its successors and assigns whether or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 not involving any claimsclaim, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment demand or judgment instituted proceeding by a third party party. (c) The results of any investigation by Buyer or its representatives shall not limit the effectiveness of Seller's or the Company's representations, warranties or covenants herein or the right of Buyer to obtain indemnification as provided by this Agreement. (d) Seller acknowledges that Buyer may after the Closing Date sell a portion of the Acquired Business to one or more third Persons (a "Third Party Purchaser"). All indemnification costs payable to such Third Party Purchaser against Seller resulting from Losses arising out of, related to, resulting from or a third party incident based upon such representations, warranties, covenants and indemnities ("Third 95 103 Party Indemnity Costs") shall be paid by Buyer directly to such Third Party Purchaser and any such payment by Buyer shall be treated as Indemnifiable Losses under this Article 10. Notwithstanding any such subsequent sale, Buyer shall retain all rights to indemnification provided to it pursuant to this Article 10, including indemnification rights with respect to any portion of the matters Acquired Business that is sold to a Third Party Purchaser, including the right to be indemnified for any amounts paid by Buyer to any such subsequent purchaser with respect to such portion of the Acquired Business to the extent any such amounts constitute an indemnifiable Loss to Buyer under this Article 10. (e) Buyer agrees that, from time to time, to the extent Buyer receives any Antitrust Litigation Amount and (i) Losses previously applied against the Aggregate Basket Amount have exceeded the Aggregate Basket Amount and (ii) Buyer has received from Seller indemnification payments under this paragraph 10.1 in respect of Basket Liabilities or Seller Contract Claims, Buyer shall pay to Seller the lesser of (A) the indemnification payments received to such time or (B) such Antitrust Litigation Amount. For the avoidance of doubt, the intention of this subsectionparagraph 10.1(e) is to put the parties in the same place independent of the timing of receipt of any Antitrust Litigation Amount and the incurrence of, and reimbursement for, indemnifiable Losses under paragraph 10.1(a) in respect of Basket Liabilities or Seller Contract Claims.

Indemnification by Seller. (a) From and after the Closing, subject to the other terms and conditions of this Article VIII, Seller agrees shall, and each Shareholder shall, severally as to indemnifyhimself or herself only and proportionately in accordance with his or her Pro Rata Share and not jointly, indemnify Buyer against, and shall hold Buyer harmless and defend Purchaser from and against, any and all Losses incurred or sustained by, or imposed upon, Buyer based upon, arising out of, with respect to or by reason of: 11.1.1 subject to Articles 12 and 13(i) any inaccuracy in or breach of any of the representations or warranties of Seller, any lossShareholders, liabilities, costs or expenses suffered or incurred by Purchaser because any representation or warranty made by Seller the Company contained in Article IV of this Agreement, Agreement or in any documents furnished certificate, instrument, document or agreement delivered by Seller to the Purchaser in connection with the transactions contemplated in this AgreementCompany, shall be materially false or untrue; providedShareholders, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose the Shareholder Representative pursuant to this Agreement on or accrued prior to the Closing Date; 11.1.3 (ii) any claims, liabilities, costs and expenses arising on account breach or non-fulfillment of any items which are prorated covenant, agreement or credited hereunder and which claimsobligation to be performed by Seller or, liabilities, costs or expenses accrue or which are based on events which occurred prior to Closing, the Prorations TimeCompany pursuant to this Agreement; (iii) except to the extent taken into account in Final Working Capital, any liability or claim for Taxes imposed on or relating to (A) the Company with respect to any taxable period or portion thereof ending on or before the Closing Date, (B) a Person for which the Company has liability under Law by reason of the Company’s relationship with such Person on or before the Closing Date, and (C) the Company as a transferee or successor, by contract or otherwise to the extent the Taxes are with respect to, or the events or transactions giving rise to the Taxes occur in, a taxable period or portion thereof ending on or before the Closing Date; (iv) any Closing Indebtedness or Transaction Expenses to the extent not used in the calculations set forth in Section 2.05; andor 11.1.4 (v) any errors in the Payment Instructions delivered to Buyer pursuant to Section 2.03. (b) From and after the Closing, subject to the other terms and conditions of this Article VIII, Seller and each Shareholder shall, severally as to himself or herself only and proportionately in accordance with his or her Pro Rata Share and not jointly shall indemnify Buyer against, and shall hold Buyer harmless from and against, any and all reasonable costs and expenses (includingLosses incurred or sustained by, without limitationor imposed upon, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection Buyer based upon, arising out of, with any action, suit, proceeding, demand, assessment or judgment instituted by a third party respect to or by the Purchaser against Seller reason of any inaccuracy in or a third party incident to breach of any of the matters indemnified against representations or warranties of Seller contained in Article III of this subsectionAgreement. (c) Notwithstanding any other provision of this Agreement, (but for purposes of clarity), in no event will any Shareholder be liable for (i) any other Shareholder’s breach of Seller’s or such other Shareholder's representations or warranties contained in Article III or Article IV or (ii) any other Shareholder's breach of such Seller’s or other Shareholder's covenants or agreements to be performed following the date hereof.

Indemnification by Seller. The Seller hereby agrees to indemnifydefend, hold harmless and defend Purchaser from and against: 11.1.1 subject to Articles 12 and 13, any loss, liabilities, costs or expenses suffered or incurred by Purchaser because any representation or warranty made by Seller in this Agreement, or in any documents furnished by Seller to indemnify the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or and its Affiliates and their respective employees, officers, directors, stockholders, partners and representatives (b“Purchaser Parties”) arose from and against any actual damages or accrued prior to the Closing Date; 11.1.3 any losses, assessments, claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, including without limitation, limitation reasonable attorneys’ fees and disbursements) incurred to the extent arising out of: A. any misrepresentation in, breach of or failure to comply with, any of the representations, warranties, covenants or agreements of the Seller contained in this Agreement, including without limitation in the Disclosure Schedule, or in any other Closing Document or in any certificate or other instrument or document furnished or to be furnished by the Purchaser Seller or its Affiliates pursuant to this Agreement or any of the Closing Documents or in connection with the transactions contemplated hereby or thereby; B. any actionExcluded Liabilities and any other Liabilities of the Seller or its Affiliates or the Business, suitother than the Assumed Liabilities; C. any recalls or replacements requested or required by any competent Governmental Entity or otherwise deemed appropriate by mutual agreement of the Seller and the Purchaser related to any Product manufactured, proceedingsold or distributed prior to the Closing; D. any claim, demand, assessment action or judgment instituted proceeding initiated by a any third party based upon infringement of a patent, trademark, copyright or by trade secret, or similar intellectual property rights as a result of Seller’s use or practice of the Purchaser against Intellectual Property or conduct of the Seller’s Business; E. any negligent or fraudulent act or omission or willful misconduct of the Seller or a its employees, agents or representatives in the performance of this Agreement; and F. without limiting the generality of the preceding clauses, any Taxes attributable to the Seller’s Business for all periods prior to Closing, and all other Taxes of the Seller or its Affiliates, in each case regardless of whether such losses, assessments, Liabilities, claims, damages, costs and expenses, or the facts or circumstances relating thereto, were disclosed hereunder or in the Disclosure Schedule or otherwise; and G. any claim, demand, action or proceeding initiated by any third party incident shareholder based on Seller’s entering into this Agreement or consummating the transactions set forth herein. All such losses, assessments, liabilities, claims, damages, costs and expenses so arising out of or relating to any of the foregoing clauses (A) through (F), inclusive, of this Section 6.1, or the matters indemnified against in this subsectiondescribed therein, are referred to hereinafter as the “Purchaser’s Losses.”

Indemnification by Seller. (a) Subject to the provisions of SECTION 9.3(b) below and SECTION 10.2 below, Seller agrees to indemnify, shall indemnify and hold harmless Buyer and defend Purchaser from any officer, director, agent, employee and againstaffiliate thereof with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of: 11.1.1 subject to Articles 12 and 13, any loss, liabilities, costs (i) Any breach or expenses suffered or incurred by Purchaser because any representation or warranty made non-performance by Seller in this Agreement, or in any documents furnished by Seller to the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or of any of its Affiliates representations, warranties, covenants or agreements set forth in respect this Agreement or any other Documents; (ii) The ownership or operation by Seller of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to Station or the loan secured by a mortgage Sale Assets on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 (iii) All other liabilities and obligations of Seller other than the Assumed Obligations and the obligations of Seller contained in SECTION 10.4 of the AMFM Agreement; (iv) Noncompliance by Seller with the provisions of the Bulk Sales Act, if applicable, in connection with the transaction contemplated hereby; or (v) Any violation of any Environmental Laws by Seller or the existence of any Hazardous Materials on the Real Property on or before Closing. (b) Except for any amounts owed by Seller to Buyer under SECTION 9.3(a)(iii) and SECTION 2.7, if Closing occurs, Seller shall not be obligated until the aggregate amount of such claims, liabilities, damages, losses, costs and expenses arising on account of any items exceeds Buyer's Threshold Limitation, in which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior case Buyer shall then be entitled to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any indemnification of the matters indemnified against amount in excess of the Buyer's Threshold Limitation; provided in no event shall the amount of Seller's obligations under this subsectionArticle IX exceed One Million Dollars ($1,000,000).

Indemnification by Seller. The Seller hereby agrees to indemnify, defend and hold harmless and defend Purchaser from and against: 11.1.1 subject to Articles 12 and 13, any loss, liabilities, costs or expenses suffered or incurred by Purchaser because any representation or warranty made by Seller in this Agreement, or in any documents furnished by Seller to the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or and its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 their respective employees, officers, directors, stockholders, partners and representatives from and against any losses, assessments, Liabilities, claims, liabilitiesdamages, costs and expenses (including without limitation reasonable attorneys' fees and disbursements) which arise out of or relate to: (1) any misrepresentation in, breach of or failure to comply with, any of the representations, warranties, covenants or agreements of the Seller or any Affiliate of the Seller contained in this Agreement or any other of the Closing Documents, including without limitation in the Disclosure Schedule; or (2) any Environmental Matters (as defined below); or (3) subject to the provisions of the last paragraph of Section 2.2(F), any Liabilities of the Seller or any Affiliate of the Seller other than the Assumed Liabilities; or (4) claims by the employees listed on Schedule 2.2B arising from their termination by Purchaser (other than claims arising on account of any items which are prorated commitment made by Purchaser other than to retain such employees for the 60 day period as described in Section 2.2B). (5) without limiting the generality of the preceding clauses (1), (2), (3) and (4), the operation of the Seller Business or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred ownership of the Assets prior to the Prorations Time; and 11.1.4 all reasonable Closing, regardless of whether such losses, assessments, Liabilities, claims, damages, costs and expenses, or the facts or circumstances relating thereto, were disclosed hereunder or in the Disclosure Schedule or otherwise, but excluding, for purposes of this clause (5), such losses, assessments, Liabilities, claims, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by that constitute Assumed Liabilities or that arise from or relate to matters as to which the Purchaser in connection with any actionhas agreed to indemnify the Seller under Section 9.14(B) hereof; and all such losses, suitassessments, proceedingLiabilities, demandclaims, assessment damages, costs and expenses so arising out of or judgment instituted by a third party or by the Purchaser against Seller or a third party incident relating to any of the foregoing clauses (1) through (5), inclusive of this Section 9.14(A), or the matters indemnified against described therein, are referred to hereinafter as the "Purchaser's Losses;" PROVIDED, however, that the Seller shall not have any obligation so to indemnify the Purchaser under this Section 9.14(A): (i) unless and until the Purchaser's Losses paid, incurred, suffered or accrued by the Purchaser on account of all breaches of representations and warranties exceed $50,000 in this subsectionthe aggregate, in which event the Purchaser will be entitled to such indemnification in respect of all such Purchaser's Losses, including without limitation such initial $50,000 of Purchaser's Losses; or (ii) to the extent of the amount, if any, reflected as a liability on the Closing Balance Sheet with respect to a matter for which Purchaser seeks indemnification hereunder.

Indemnification by Seller. Seller covenants and agrees to indemnify, defend, protect and hold harmless Buyer and defend Purchaser its subsidiaries, and their respective officers, directors, employees, agents, representatives, assigns and successors (collectively, "Buyer's Indemnified Parties") from, against, and in respect of all liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages) and againstcosts and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Damages") suffered, sustained, incurred or paid by the Buyer's Indemnified Parties resulting from or arising out of, directly or indirectly: 11.1.1 subject to Articles 12 and 13, any loss, liabilities, costs or expenses suffered or incurred by Purchaser because 9.1.1. Any breach of any representation or warranty made by of Seller set forth in this AgreementAgreement (including without limitation any schedule or certificate, delivered by or in any documents furnished by on behalf of Seller to the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing); 11.1.2 9.1.2. Any breach of any losscovenant or agreement by Seller, liabilities, costs under this Agreement; or 9.1.3. Any untrue statement of a material fact relating to Seller and provided to Buyer or expenses suffered its counsel by Seller or incurred Seller's representatives (or counsel therefor) that is thereafter included in any SEC filings made by Purchaser or on behalf of Buyer or any amendment thereof or supplement thereto; or any failure by Seller or Seller's representatives (or counsel therefor) to disclose to Buyer a material fact relating to Seller that may be required to be stated in any such SEC filings or any amendment thereof or supplement thereto, or that may be necessary to make the statements therein not misleading; 9.1.4. Any action, suit, claim or proceedings of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured any kind brought by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act past employee or omission past or present shareholder of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any event, action or course of action that occurred during such employee's employment with Seller or during the time such shareholder owned shares of Seller; or 9.1.5. Any action, suit, proceedingclaim or proceedings of any kind brought by any officer, demand, assessment director or judgment instituted by a third party or by the Purchaser shareholder of Seller against Seller or a third party incident to any of those persons who were officers of Seller during the matters indemnified against time of the negotiation and execution of this Agreement claiming that any such person has breached his fiduciary duty to Seller as a result of his or her participation with Buyer in the negotiation and execution of this subsectionAgreement. In no event shall the aggregate amount payable by Seller to Buyer under this Section 9.1 exceed the Purchase Price plus the amount of all royalties payable hereunder.

Indemnification by Seller. From and after the Closing, Seller agrees to shall indemnify, defend and hold harmless Buyer and defend Purchaser its Affiliates and its and their respective Representatives (collectively, the “Buyer Indemnified Parties”) from and against: 11.1.1 subject against any Losses (without duplication) arising out of, relating to Articles 12 and 13, any loss, liabilities, costs or expenses suffered or incurred by Purchaser because in connection with, (a) the consummation of the Pre-Closing Reorganization including any representation Liabilities associated with any of the entities, businesses or warranty made by Seller in this Agreementassets which were removed as direct or indirect Subsidiaries, businesses or in any documents furnished by Seller to assets of the Purchaser Company in connection with the transactions contemplated Pre-Closing Reorganization, (b) any reduction in this Agreementthe paid up capital or adjusted cost base (in each case as determined for Canadian income tax purposes) in the shares of any of the members of the Company Group listed on Schedule 7.1(b) of the Disclosure Schedules below the amount set forth opposite the name of such member on such Disclosure Schedule, (c) the Retained Matters and (d) any breach by Seller of the covenants to be performed at or prior to Closing pursuant to Section 5.1. Seller’s obligation to indemnify any Buyer Indemnified Party hereunder shall be materially false reduced by the proceeds of any recovery under any insurance policy with respect to such Losses (after reduction for any costs and expenses imposed in connection with the receipt of such proceeds). Seller shall not have any liability under this Section 7.1 for any punitive, incidental, consequential, special or untrue; provided, however, only indirect damages (other than to the extent that the same is discovered by Purchaser after are a reasonably foreseeable consequence of the Closing; 11.1.2 any loss, liabilities, costs applicable breach or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent that the same arise in connection with a Third Party Claim), including business interruption, diminution of value, loss of future revenue, profits or income, or loss of business reputation or opportunity regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise. Seller shall have no obligation to indemnify any Buyer Indemnified Party in connection with Taxes arising as a consequence of the application of section 212.3 of the Tax Act to any “investment” (awithin the meaning of section 212.3 of the Tax Act) resulted from any act that occurs on or omission of Seller after the date hereof and on or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against in this subsection.

Indemnification by Seller. Seller agrees to indemnifyFrom and after the Closing, hold harmless and defend Purchaser from and against: 11.1.1 subject to Articles 12 Section 10.5, Seller shall indemnify Buyer and 13its Affiliates, officers, directors, employees, shareholders, and agents (the “Buyer Indemnified Parties”) against and hold them harmless from any lossliability, liabilitiesclaim, costs damage, Tax, or expenses expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by Purchaser because any Buyer Indemnified Party as a result of, arising from, or relating to the following: (a) any breach of any representation or warranty made by of Seller contained in this Agreement or any certificate delivered pursuant hereto; (b) any breach of any covenant or agreement of Seller contained in this Agreement; (c) liabilities of Seller resulting from or arising out of the conduct of the Business prior to the Closing, except to the extent such liabilities were required to be assumed by Buyer at Closing pursuant to Section 2.4; (d) any breach of or default under any Retained Agreement arising from the consummation of the Closing and the parties’ execution and performance of the Management Agreement without any Consent required under such Retained Agreement, including Losses arising from the premature termination of such Retained Agreement, Losses arising from Buyer’s inability to take and retain possession of any inventory or other Assets purchased by Buyer and located on the leased premises, or in any documents furnished costs or adverse changes imposed by Seller to the Purchaser lessor or other contracting party under such Retained Agreement in connection with granting its Consent to the assignment of such Retained Agreement, except to the extent that such breach or default was caused by Buyer’s failure to comply with any covenant of Buyer under the Management Agreement that relates to such Retained Agreement; (e) expenses of Seller relating to the consummation of the transactions contemplated in by this Agreement, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 any claims, liabilities, costs including fees and expenses arising on account of any items which are prorated or credited hereunder attorneys, accountants, financial advisors, and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Timebrokers; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursementsf) incurred by the Purchaser in connection with any action, suit, proceeding, claim, demand, assessment assessment, or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this subsectionindemnity.

Indemnification by Seller. Buyer and its affiliates, officers, directors, employees, agents, successors and assigns (each a "Buyer Indemnified Party") shall be indemnified and held harmless by Seller agrees to indemnify, hold harmless for any and defend Purchaser from and against: 11.1.1 subject to Articles 12 and 13, any loss, all liabilities, costs or expenses suffered or incurred by Purchaser because any representation or warranty made by Seller in this Agreementlosses, or in any documents furnished by Seller to the Purchaser in connection with the transactions contemplated in this Agreementdamages, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder expenses, interest, awards, judgments and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses penalties (including, without limitation, reasonable attorneys’ ' and consultants' fees and disbursementsexpenses) actually suffered or incurred by them, net of any insurance proceeds and other recoveries and reimbursements from third Persons actually received by them (it being specifically agreed that they are under no obligation to pursue any such insurance proceeds or other recoveries or reimbursements) but excluding punitive damages and consequential damages which are not directly related to the Purchaser in connection with matter giving rise to the predicate liability (hereinafter a "Loss"), arising out of or resulting from (a) the breach of any actionrepresentation or warranty made by Seller under Article IV hereof (so long as the particular representation or warranty survives the Closing and the Buyer Indemnified Party makes a claim for indemnification prior to expiration of such representation or warranty), suit(b) fraud or (c) the Excluded Obligations. In addition, proceedingfor a period of one year from the Closing Date, demand, assessment the Buyer Indemnified Parties shall be indemnified and held harmless by Seller for all Losses arising out of or judgment instituted by a third party or by resulting from the Purchaser against Seller or a third party incident to any operation of the matters indemnified against Business as currently conducted infringing on any copyright, trade secret, trademark, service mark, trade name, trade dress, logo, mask work or patent of any Pexxxx. Notwithstanding anything herein to the contrary, Seller shall have no liability to indemnify or hold harmless any Buyer Indemnified Party until the aggregate Losses incurred by Buyer Indemnified Parties exceed $200,000, and then only to the extent such Losses exceed $200,000. Notwithstanding any other provision to the contrary, in this subsectionno event will Seller's liability for Losses exceed $6,000,000; provided however, such limitation on maximum liability shall not apply in cases of fraud or willful or grossly negligent misrepresentation.

Indemnification by Seller. Notwithstanding the Closing, Seller hereby agrees to indemnify, defend and hold Buyer harmless against and defend Purchaser from with respect to, and againstshall reimburse Buyer for: 11.1.1 subject to Articles 12 (a) Any and 13all losses, any lossdirect or indirect, liabilities, costs or expenses suffered damages resulting from any untrue representation, breach of warranty, or incurred by Purchaser because nonfulfillment of any representation covenant or warranty made obligation by Seller in this Agreement, contained herein or in any documents furnished by Seller certificate, document or instrument delivered to the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the ClosingBuyer hereunder; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose Any and all obligations of Seller not assumed by Buyer pursuant to the terms of this Agreement; (c) Subject to the Local Marketing Agreement, any and all losses, liabilities or accrued damages resulting from the operation or ownership of the Station prior to the Closing DateEffective Time, including but not limited to any and all liabilities not assumed by Buyer pursuant to Article 3 hereof; 11.1.3 (d) Subject to the Local Marketing Agreement, any and all losses, liabilities or damages resulting from litigation concerning the Station arising from events prior to the Effective Time; (e) Any and all actions, suits, proceedings, claims, liabilitiesdemands, fines, assessments, judgments, costs and expenses arising on account of any items which are prorated or credited hereunder and which claimsexpenses, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all including reasonable costs and expenses (including, without limitation, reasonable attorneys’ legal fees and disbursements) incurred by the Purchaser in connection with any actionexpenses, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against foregoing or incurred in opposing the imposition thereof, or in enforcing this subsectionindemnity, subject to the notice and opportunity to remedy requirements of Section 15.3 hereof; and (f) Interest at the Prime Rate on any reimbursable expense or loss incurred by Buyer from the date of payment, in the case of a reimbursable expense, and from the date of incurrence, in the case of any other losses, until the date of reimbursement by Seller.

Indemnification by Seller. From and after the Closing Date, Seller agrees to shall indemnify, defend and hold harmless the Buyer and defend Purchaser its directors, officers, agents and representatives (the "Buyer Indemnified Persons") from and againstagainst any and all Losses which may be incurred or suffered by any Buyer Indemnified Person and which may arise out of or result from the following: 11.1.1 subject to Articles 12 and 13, any loss, liabilities, costs 8.2.1. Any breach or expenses suffered or incurred by Purchaser because inaccuracy of any representation or warranty made by of Seller contained in this Agreement, or provided that Buyer's written notice with respect to any claim is delivered to Seller within the time period specified in any documents furnished by Seller Section 8.1 and subject to the Purchaser provisions of this Section 8, and any breach of covenant or agreement of Seller contained in this Agreement; 8.2.2. Any obligations or liability of Seller with respect to, arising from or in connection with the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only to Excluded Assets and the extent the same is discovered by Purchaser after the ClosingExcluded Liabilities; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any 8.2.3. Any liability of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company Seller with respect to the loan secured by a mortgage on the Property, in each case, only any tax of any nature whatsoever attributable to the extent ownership or operations of the same (a) resulted from any act Business or omission of Seller or its Affiliates and (b) arose or accrued the Purchased Assets prior to the Closing Date; 11.1.3 8.2.4. Any liability and/or Losses which may result from any claimsclaim by any shareholder of Seller or Affiliate thereof, liabilitiesregarding the execution, costs delivery or performance of this Agreement or the consummation of the transactions contemplated thereby; 8.2.5. Any claim, suit or proceeding filed by any employee of Seller, relating to or arising out of the employment of such employee by Seller prior to the Closing Date, the termination thereof, and expenses arising any funds payable to any such employee in connection with such employment or such termination; 8.2.6. Any liability to the Chief Scientist with respect to the payment of royalties or any other funds payable to the Chief Scientist in connection with the running of the Business prior to the Closing Date, including the payment of any royalties on account of any items which are prorated sale transactions performed by Seller, or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser revenues received in connection with any actionsuch sales, suitprior to the Closing Date. 8.2.1. (including the IP Indemnification Claim)); (iii) with respect to any claim made as to Losses not claimed through the Escrow Agreement (whether during the effective term of the Escrow Agreement or thereafter), proceeding, demand, assessment or judgment instituted by a third party or by Seller's indemnification liability shall be subject to the Purchaser commencement of legal proceedings against Seller within 90 days of delivery of written notice of any such claim. Buyer's right to recover Losses covered by Sections 8.2.2 through 8.2.6 shall not be limited by any minimum or a third party incident maximum amount and (iv) there shall be no limitation whatsoever (including any limitation contained in Section 10.11 below on Buyer's set-off right) on Buyer's right to any indemnity in the event of the matters indemnified against breach of Seller's covenant contained in this subsection.Section 2.5.3

Indemnification by Seller. Except as otherwise limited by this Article VI, Seller agrees to shall indemnify, defend and hold harmless Buyer and defend Purchaser its Representatives and any assignee, heir or successor thereof (collectively, the "Buyer Indemnified Parties") from and against: 11.1.1 subject to Articles 12 , and 13pay or reimburse the Buyer Indemnified Parties for, any lossand all losses, liabilitiesActions, Orders, Liabilities, damages (including consequential damages), diminution in value, Taxes, interest, penalties, Liens, amounts paid in settlement, costs or and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys' fees and expenses), (any of the foregoing, a "Loss" ) suffered or incurred by Purchaser because by, or imposed upon, any Buyer Indemnified Party arising in whole or in part out of or resulting directly or indirectly from:(a) any inaccuracy in or breach of any representation or warranty made by Seller in this AgreementAgreement (including all Schedules, Exhibits and Annexes hereto) or in any documents furnished Ancillary Document; (b) any non-fulfillment or breach of any covenant, obligation or agreement made by or on behalf of Seller or, at or prior to the Purchaser Closing, the Company contained in this Agreement (including all Schedules, Exhibits and Annexes hereto) or any Ancillary Document; (c) any underestimation of the amount of Indebtedness set forth in the Closing Statement; (d) any and all Liabilities for Taxes in connection with or arising out of the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser Company's or any of its Affiliates in respect of that certain Guaranty AgreementSubsidiary’s assets, dated as of July 30employees, 1997 (the “Recourse Carve-Out Guaranty”)securities, entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage activities or business on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 Date (determined with respect to taxable periods that begin before and end after the Closing Date in accordance with the allocation provisions of Section 5.7(c)); (e) any claimsUnpaid Transaction Expenses that remain unpaid following the Closing; (f) any Action by Person(s) who were holders of equity securities of the Company or any Subsidiary, liabilitiesincluding options, costs and expenses arising on account warrants, convertible debt or other convertible securities or other rights to acquire equity securities of the Company or any items which are prorated or credited hereunder and which claimsSubsidiary, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any Closing arising out of the matters indemnified against in this subsectionsale, purchase, termination, cancellation, expiration, redemption or conversion of any such securities; (g) any matter disclosed on Schedule 3.15 of the Disclosure Schedules; or (h) the enforcement of the indemnification rights of the Buyer Indemnified Parties hereunder.

Indemnification by Seller. Seller agrees to indemnify, hold harmless (a) From and defend Purchaser from and against: 11.1.1 subject to Articles 12 and 13, any loss, liabilities, costs or expenses suffered or incurred by Purchaser because any representation or warranty made by Seller in this Agreement, or in any documents furnished by Seller to the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing, Seller shall indemnify, defend and hold harmless Purchaser, each Acquired Company and their respective Representatives and Affiliates (collectively, the “Purchaser Indemnified Persons”) from and against any and all Damages (collectively, “Purchaser Damages”), arising out of, relating to or resulting from: (i) any breach or inaccuracy of a Fundamental Representation of Seller; 11.1.2 (ii) any loss, liabilities, costs or expenses suffered or incurred Taxes required to be paid by Purchaser or any of its Affiliates Acquired Company (x) in respect of that certain Guaranty Agreementa Pre-Closing Tax Period or (y) in respect of the portion of a Straddle Period ending on the Closing Date other than VAT payments made in the ordinary course; (iii) the liabilities or obligations of, dated as ownership of, business operations of, or the winding down of July 30the operations of, 1997 any of the Dormant Acquired Companies and Dissolved Companies; (iv) the matters listed on Schedule 7.2(a)(iv) of the Disclosure Schedule (the “Recourse Carve-Out GuarantySpecifically Indemnified Matters”), entered into provided that no indemnity is provided in respect of any court ordered or settled return of the Connect CD funds held in escrow and/or the Skycity funds held by Overseas Partners Capital Corp. Misco UK as described in favor Schedule 7.11 of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage Disclosure Schedule; (v) any Closing Indebtedness or Transaction Expenses that are not fully paid on the Property, Closing Date or otherwise included in each case, only to the extent computation of the same Final Closing Payment; and (avi) resulted from any act or omission breach of Seller or its Affiliates the representation and warranty in Section 4.32. (b) arose or accrued prior In the case of any Straddle Period, the amount of Taxes allocable to the portion of the Straddle Period ending on the Closing Date;Date shall be: 11.1.3 any claims(i) In the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), liabilitiesthe amount of such Taxes for the entire period (or, costs in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction, the numerator of which is the number of calendar days in the Straddle Period up to and expenses arising on account including the Closing Date and the denominator of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to is the Prorations Timenumber of calendar days in the entire relevant Straddle Period; and 11.1.4 all reasonable costs and expenses (includingii) In the case of Taxes not described in (i) above (such as franchise Taxes, without limitationTaxes that are based upon or related to income or receipts, reasonable attorneys’ fees and disbursements) incurred by the Purchaser or Taxes that are based upon occupancy or imposed in connection with any actionsale or other transfer or assignment of property), suitthe amount of any such Taxes shall be determined as if such taxable period ended on the Closing Date. (c) No claim for indemnification under Section 7.2(a)(v) can be made after the first anniversary of the Closing Date and no claim for indemnification under Section 7.2(a)(iii) can be made after the second anniversary of the Closing Date. (d) For the purposes of satisfying Seller’s indemnification obligation under Section 7.2(a)(vi), proceeding, demand, assessment or judgment instituted by a third party or the parties shall follow the methodology provided pursuant to the Accounting Principles. In the event of any disputes with respect to any indemnification claim under Section 7.2(a)(vi) that cannot be resolved by the parties within thirty (30) days, such dispute shall be referred to the Independent Accounting Firm for binding resolution. No claim for indemnification under Section 7.2(a)(vi) can be made after the date that the determinations of the Final Closing Payment pursuant to Section 2.4. (e) For purposes of determining whether any breach or inaccuracy in any Fundamental Representation has occurred for the purposes of calculating Purchaser against Damages, such Fundamental Representations shall be deemed to have been made without any qualifications as to materiality and, accordingly, all references therein to “material,” “in all material respects,” “Material Adverse Effect”, “Material Cost” and similar qualifications as to materiality shall be deemed to be deleted therefrom. (f) Seller indemnifies Purchaser for reasonable legal counsel fees and disbursements incurred by Misco Solutions B.V. (“Misco”) and/or the Purchaser or a third party incident any member of the Purchaser’s Group on the one hand and the works council of Misco on the other hand, as well as for any fines imposed by the Dutch Enterprise Chamber (Ondernemingskamer), arising from the works council of Misco seeking to challenge the Transaction or enforce in the Dutch Enterprise Chamber the alleged right of advice or approval of the works council pertaining to the Transaction, up to an aggregate amount of GBP 1 million. This indemnification does not apply to any other claim or request initiated by the works council at the Enterprise Chamber, or any other remedy granted by the Dutch Enterprise Chamber, other than fines, in relation to this Transaction. This indemnification shall terminate 35 Business Days from the date that the works council is informed in writing about the Transaction, which Purchaser shall cause to occur no later than Tuesday March 28, 2017, but shall not terminate in respect of the matters indemnified against in any claim brought before such 35th day. This matter shall be treated as a Specifically Indemnified Matter pursuant to Section 7.2(a)(iv) of this subsectionAgreement.

Indemnification by Seller. Subject to the conditions and provisions of Section 17.05, Seller agrees to indemnify, defend and hold harmless and defend Purchaser Buyer from and against: 11.1.1 subject to Articles 12 against any and 13all demands, any lossclaims, complaints, actions or causes of action, suits, proceedings, investigations, arbitrations, assessments, losses, damages, liabilities, costs or expenses suffered and expenses, including, but not limited to, interest, penalties and reasonable attorneys' fees and disbursements, asserted against, imposed upon or incurred by Purchaser because any representation Buyer, directly or warranty made indirectly, by Seller in this Agreement, reason of or in any documents furnished by Seller to the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same resulting from (a) resulted any liability, obligation, or claim (whether absolute, accrued, contingent or otherwise and whether a contractual, tax or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to Section 2.05, arising out of, or relating to or resulting from any act the Assets or omission the business and operations of Seller or its Affiliates and (b) arose or accrued the Station during the period prior to the Closing Date; 11.1.3 ; (b) any claimsmisrepresentation or breach of the representations and warranties of Seller contained in or made pursuant to this Agreement; or (c) any noncompliance by Seller with any covenants, liabilitiesagreements or undertakings of Seller contained in or made pursuant to this Agreement. Notwithstanding the foregoing, costs Seller shall have no obligation to indemnify Buyer unless and expenses arising on account until the aggregate amount of actual damages exceeds Fifty Thousand Dollars ($50,000), at which time indemnification for the full amount of all damages (including the first Fifty Thousand Dollars ($50,000) shall be due. In the event of any items which are prorated indemnification of Buyer pursuant to this Section 17.02, Buyer shall be entitled, in addition to its rights and remedies pursuant to this Agreement, or credited hereunder and which claimsotherwise at law or in equity, liabilities, costs to deduct the amount of such indemnification from any payment otherwise due or expenses accrue or which are based on events which occurred prior made to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident Buyer pursuant to any of the matters indemnified against in this subsectionAppendix A hereto.

Indemnification by Seller. If the Closing occurs and subject to the limitations set forth in this Article 6, Seller hereby agrees to indemnifydefend, indemnify and hold harmless Buyer, its Affiliates and defend Purchaser their respective officers, directors and employees (collectively, the “Buyer Indemnified Parties”) from and against: 11.1.1 subject to Articles 12 against any and 13all losses, any lossclaims, liabilitiesdamages, costs and expenses (including reasonable attorneys’, experts’ and consultants’ fees and expenses, expenses defending against a claim and investigation fees and expenses) (collectively, “Losses”) that the Buyer Indemnified Parties suffer or expenses suffered incur, or incurred by Purchaser because become subject to, as a result of, arising from or in connection with: a.any breach or inaccuracy of any representation or warranty of the representations and warranties made by Seller in this Agreement, ; b.any failure of any Company or in any documents furnished by Parent or Seller to the Purchaser carry out, perform, satisfy and discharge any of its covenants or agreements under this Agreement; c.the costs of cleanup and disposal, fines assessed by a Governmental Authority and Losses arising in connection with the transactions contemplated in this Agreement, shall be materially false or untruematter set forth on Schedule 6.2(c); provided, howeverthat the foregoing shall not include any increased costs relating to heightened compliance required by any Governmental Authority; provided, further, that Seller shall be entitled to control the disposal of any contaminated used oil in connection with the same in accordance with Section 6.8; provided, further, that (i) the Parties shall share equally any attorney fees incurred prior to the Closing Date in connection with the matter set forth on Schedule 6.2(c) up to a maximum amount of $125,000 (it being understood that Seller shall be responsible for any attorney fees in excess of such amount in accordance with the terms of this Agreement or which occur after the Closing Date); and (ii) the share of any attorney fees allocated to Buyer shall not be considered a liability in the Closing Date Working Capital; d.the failure to collect 100% of the aggregate value of the accounts receivable existing prior to the Closing from Omega to the Companies or its Subsidiaries; e.the Excluded Assets, including the Excluded Business Activities; f.third party claims in connection with (i) any Environmental Liability prior to Closing, (ii) any non-compliance with Environmental Laws prior to Closing or (iii) any Environmental Liability or non-compliance with Environmental Laws at a property formerly owned, leased or operated by any of the Companies prior to the Closing; and g.the investigation, remediation, treatment, storage, disposal, release or cleanup of Hazardous Materials occurring or present on or migrating from the Owned Real Property or the Leased Real Property prior to the Closing, but only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any losssuch investigation, liabilitiesremediation, costs treatment, storage, disposal or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 cleanup is: (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured i) ordered by a mortgage on Governmental Authority; (ii) required under applicable Environmental Law and written notice is provided to an applicable Governmental Authority (with copy to Seller); or (iii) reasonably necessary to prevent or control an actual or alleged endangerment or threat to human health or the Propertyenvironment from actual or potential exposure to Hazardous Materials (and notice is thereafter provided to an applicable Governmental Authority with copy to Seller); provided, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to that any of the matters indemnified against notice requirements set forth in this subsectionSection 6.2(g) may be waived by Seller (at its reasonable discretion) at the request of Buyer.

Indemnification by Seller. The Seller shall and hereby agrees to indemnify, indemnify and hold harmless the Purchaser, its successors, assigns, officers, and defend Purchaser directors, from and against: 11.1.1 subject to Articles 12 and 13, against any loss, liabilitiescost, costs damage, deficiency, liability, or expenses suffered expense (including reasonable attorneys' fees) caused by or incurred arising out of: (a.) any breach or default in the performance by Purchaser because the Seller of any representation covenant or warranty made by agreement of the Seller contained in this Agreement, ; (b.) any breach of warranty or inaccurate or erroneous representation made by the Seller herein or in any documents furnished schedule hereto or in any certificate or other instrument delivered by or on behalf of the Seller pursuant hereto; (c.) the failure of the Seller to the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only to the extent fully pay and discharge as and when the same is discovered by Purchaser after are due the Closing; 11.1.2 any lossobligations, liabilities, costs and/or duties relating to or arising from the Business not to be assumed by the Purchaser as described above; (d.) any violation or claimed violation of any statute, rule, regulation, ordinance, order, or other law, which violation or claimed violation occurred prior to the Effective Date; (e.) to any applicable extent, the non-compliance by the parties with the bulk sales laws of the State of Texas; and (f.) any liability arising out of any or all actions, suits, settlements, proceedings, claims, demands, assessments, judgments, costs, and expenses suffered (including reasonable attorneys' and accounting fees) incident to any of the foregoing. 10 The Seller shall reimburse the Purchaser an amount satisfactory to compensate the Purchaser for any liability, obligation, claim, or incurred adverse result arising from an event or circumstance to which the foregoing indemnities relate. In addition to any remedies that Purchaser may otherwise be entitled to by law, if the Seller shall become obligated to indemnify the Purchaser pursuant to the terms hereof, the Purchaser shall, at its option and without prejudice to any right of the Purchaser to proceed directly against the Seller, be entitled to immediately setoff all or any part of the amount of such indemnity against any sums owing to the Seller under any agreement with the Purchaser or any of its Affiliates in respect of that certain Guaranty Agreementaffiliates, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), to be entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to between the loan secured by a mortgage on the PropertySeller and Purchaser as referenced above. The proper, in each casegood faith, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account exercise of any items which are prorated or credited hereunder such right of setoff, after adequate notice to Seller and which claimsreasonable efforts to resolve any claim, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with hereunder shall not constitute a default under the terms of any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against in this subsectionsuch agreement.

Indemnification by Seller. (a) For the period commencing on the Closing Date and ending, as the case may be, upon the expiration of the periods specified in Section 9.1 (Survival of Representations, Warranties, Covenants and Agreements) hereof (if applicable), Seller agrees shall, subject to the limitations set forth in Section 9.1 (Survival of Representations, Warranties, Covenants and Agreements) hereof, indemnify, defend and hold harmless Buyer and defend Purchaser from its respective directors, officers, employees, shareholders and against: 11.1.1 subject agents ("Buyer Indemnified Parties" and, collectively with the Seller Indemnified Parties, the "Indemnified Parties") against and in respect of (i) all Losses sustained, incurred, arising out of, in connection with or relating to Articles 12 any breaches of Seller's representations and 13, any loss, liabilities, costs or expenses suffered or incurred by Purchaser because any representation or warranty made by Seller warranties set forth in this AgreementAgreement (other than representations and warranties set forth in Article V (Tax Matters), as to which the indemnification provisions set forth in Article V (Tax Matters) shall govern), (ii) Losses arising out of or in any documents furnished by Seller relating to the Purchaser matters set forth on Schedule 9.3 to the extent set forth thereon (iii) all Losses incurred in connection with litigation that was omitted from the Schedules hereto in breach of the representations set forth in Section 3.8 hereof, (iv) all Losses to the extent relating to any assets, properties or businesses of the Companies and their Subsidiaries transferred or to be transferred to Seller or any of its Affiliates (other than the Companies and their Subsidiaries), in connection with the transactions contemplated in this Agreement, shall be materially false hereby on or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date;, and (v) all Losses arising out of or relating to the 401(k) plan formerly maintained by Triangle Stereo, Inc., the termination thereof or the distribution of assets therefrom. 11.1.3 any claims(b) In addition to the foregoing, liabilitiesand without regard to and without being counted in calculating the Deductible, costs but to be included in determining if the Limit has been reached, from and expenses arising on account after the Closing Date Seller shall indemnify, defend and hold harmless the Buyer Indemnified Parties against and in respect of any items which are prorated fifty percent (50%) of all Losses in excess of $5 million per Qualifying Customer Litigation (as defined below). A "Qualifying Customer Litigation" is a case or credited hereunder group of consolidated cases with substantially identical claims brought by customers of both the Business and which claims, liabilities, costs or expenses accrue or which are based on events which occurred customers of similar businesses of Seller to the extent relating to the conduct of the Business prior to the Prorations Time; and 11.1.4 all reasonable costs Closing Date and expenses (includingfiled with a Court after the date hereof and prior to the third anniversary of the Closing Date. For purposes of this Section 9.3(b), without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser case filed against Seller or a third party incident its Affiliates before the date hereof which does not currently name or involve the Companies or their Subsidiaries or the Business, but subsequent to the date hereof is modified so that it does name or involve the Companies or their Subsidiaries or the Business, shall be deemed to have been filed after the date hereof. Except as specifically provided in this Agreement, Seller shall have no liability to Buyer with respect to any Losses to the extent relating or arising out of the matters indemnified against in this subsectionconduct of the Business on or after the Closing Date.

Indemnification by Seller. Each paragraph in this Section 5 is intended to be cumulative and separate, and the inapplicability of any particular paragraph shall not affect any indemnification obligation contained in another paragraph, provided that as -------- to any given damages (including any Taxes and Other Tax Costs) Buyer may recover from Seller agrees only once under this Section 5. Any amount (other than payments of interest at the Interest Rate pursuant to indemnify, Section 7(c)(2)) paid by Seller to Buyer or its Affiliates pursuant to this Agreement shall be treated as an adjustment to the purchase price under the Stock Purchase Agreement. (a) Seller shall indemnify and hold harmless Buyer and defend Purchaser its Affiliates (including FGI and the Subsidiaries) from and against: 11.1.1 subject to Articles 12 against any and 13, all damages (including any loss, liabilities, costs or expenses suffered or incurred by Purchaser because Taxes and Other Tax Costs) resulting from the inaccuracy of any representation or warranty contained in this Agreement. The foregoing shall constitute the sole and exclusive remedy under this Agreement of Buyer and its Affiliates for any such inaccuracy. The parties recognize that the purpose of the representations and warranties in this Agreement is to allocate costs and risks between the parties. Accordingly, it shall not be a defense to Seller's indemnification obligation under this Section 5(a) that Buyer had or should have had knowledge of the inaccuracy of any representation or warranty. (b) Seller shall indemnify and hold harmless Buyer and its Affiliates (including FGI and the Subsidiaries) from and against any and all damages (including any Taxes and Other Tax Costs) resulting from the breach of any covenant made by Seller in this Agreement, or in . (c) Seller shall indemnify and hold harmless Buyer and its Affiliates (including FGI and the Subsidiaries) from and against any documents furnished by Seller to and all damages (including any Taxes and Other Tax Costs) resulting from the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or inaccuracy of any of its Affiliates the following: (1) All (i) Seller-Filed Entire Year Returns and (ii) Tax Returns for Taxable Years ending on or before the Closing Date that are or were required to be filed by any Forum Entity and any affiliated, consolidated, combined, unitary or other groups of which any Forum Entity is or was a member, have been or will be filed timely and are or will be complete and accurate in respect of that certain Guaranty Agreementall respects, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company and all Taxes with respect to the loan secured by a mortgage such Tax Returns have been or will be timely paid. (2) Each Forum Entity (i) has timely filed all informational Tax Returns required to have been filed and will file all such informational Tax Returns required to be filed on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to before the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitationbut not limited to, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any informational Tax Returns under Sections 1441-1446 of the matters indemnified against Code, Sections 6031-6060 of the Code and the Regulations thereunder, and any comparable foreign, State and local laws and regulations, and (ii) has timely complied in this subsectionall respects with the requirements of Section 3406 of the Code and the Regulations thereunder and any comparable foreign, State and local laws and regulations.

Indemnification by Seller. Subject to any applicable limitations set forth in Section 6.1 and Section 6.2, the Seller agrees shall indemnify and hold the Purchaser as the purchaser of and stockholder of the Company and the Subsidiary (it being agreed that Losses (as defined below) suffered by or occurring at the Company or the Subsidiary shall be deemed Losses of the Purchaser for purposes of indemnification pursuant to indemnify, hold the terms and conditions of this Article 6) harmless and defend Purchaser from and against: 11.1.1 subject to Articles 12 and 13, any loss, liabilities, costs or expenses suffered or incurred by Purchaser because any representation or warranty made by Seller in this Agreement, or in any documents furnished by Seller to the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 any against all claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claimsobligations, liabilitiescosts, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs damages, losses and expenses (includingincluding reasonable attorneys fees) of any nature (collectively, without limitation“Losses”) arising out of or relating to (a) any breach of a representation or warranty in Article 2 hereof, reasonable attorneys’ fees (b) any breach or violation of any covenants or agreements of the Seller set forth in this Agreement or in any certificate or document delivered by Seller at Closing pursuant to this Agreement and disbursements(c) incurred any (i) breach prior to Closing under the Oracle Licence Agreement or any infringement claim related thereto, (ii) infringement claim arising out of or related to the Company’s or the Subsidiary’s continued use of the Oracle databases covered by the Purchaser in connection with Oracle License Agreement during the Oracle Negotiation Period or any actionrelated or similar claim, suit, proceeding, demand, assessment including any claim for breach or judgment instituted by a third party violation of the Oracle License during the Negotiation Period and (iii) the inability of the Company and/or the Subsidiary to utilize or the termination of the Company’s and/or the Subsidiary’s rights to utilize the Oracle databases covered by the Oracle License Agreement during the Oracle Negotiation Period. In addition to the limits on claims in Section 6.1 and 6.2 above, the Seller’s liability for Losses shall be limited as follows: (a) to the extent that a Loss occurs as a result of any legislation not in force at the date hereof, or takes effect retrospectively; (b) which would not have arisen but for a voluntary act, intentional omission or transaction carried out by the Purchaser, or person deriving title from the Purchaser against Seller or a third party incident after Closing; (c) relevant tax benefits for the Company and/or the Subsidiary shall be taken into account; or (d) with respect to any Losses resulting from products of the matters indemnified against in this subsectionCompany subject to regular updates (AIRAC cycles), solely to the extent such Losses result from the failure of the Company to conduct reasonable updates of such products following the Closing Date (taking into consideration the nature of the Business, including without limitation quality standards and procedures).

Indemnification by Seller. (a) After the Closing, and regardless of any investigation made at any time by or on behalf of Purchaser or any information Purchaser may have, but subject to the terms of this Article XIII, Seller agrees to indemnifyindemnify and to hold Purchaser, hold its shareholders, officers, directors, and employees (the "Indemnified Purchaser Parties") harmless and defend Purchaser from and against: 11.1.1 subject to Articles 12 against and 13in respect of any losses (including lost revenues), any lossdamages, liabilitiescosts, expenses (including costs or expenses of investigations and reasonable attorney fees), suits, demands, judgments and diminutions in value suffered or incurred (each a "Loss" and collectively "Losses") by Purchaser because arising from or related to: (i) Any Non-Assumed Liability, whether or not known or asserted at or prior to Closing, relating to or arising from the ownership, operation, control or sale of the Assets, the Cellular System or the Business or any other state of facts which existed at or prior to Closing, including, without limitation, any environmental liabilities arising out of Seller's or its predecessors' interests in real property or any fines or forfeitures imposed or threatened to be imposed by the FCC for the operation, at or prior to Closing, of the Cellular System or the Business; (ii) Any misrepresentation or breach of warranty in, or omission from, any representation or warranty made by of Seller in this Agreement, the Schedules or Exhibits hereto, the Closing Escrow Agreement, the Management Agreement, the Xxxx of Sale, the Assumption Agreement or in any documents furnished closing certificate delivered by Seller to the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only pursuant to the extent the same is discovered by Purchaser after the ClosingArticle X hereof; 11.1.2 (iii) Any breach or non-fulfillment of any loss, liabilities, costs covenant or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage agreement on the Property, in each case, only to the extent the same (a) resulted from any act or omission part of Seller under this Agreement to be performed on or its Affiliates and (b) arose or accrued prior to following the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable (iv) All costs and expenses (including, without limitation, including reasonable attorneys’ fees and disbursements' fees) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the matters Purchaser is indemnified against by Seller in this subsectionAgreement. (b) In addition and subject to the terms of this Article XIII, Seller shall indemnify Purchaser against and hold it harmless from any and all Losses which Purchaser may incur by reason of the failure (if any) of Seller to comply with the Bulk Transfers Article of the Uniform Commercial Code of any state.

Indemnification by Seller. (a) From and after the Closing Date, Seller agrees shall, subject to the provisions of this Article XI, indemnify, defend and hold harmless Purchaser and defend its subsidiaries and their respective officers, directors, employees, agents, representatives, successors and permitted assigns (collectively, the "Purchaser Indemnitees"), from and against: 11.1.1 against any and all actions, proceedings, costs, damages (excluding consequential and other indirect -68- damages other than diminution in value of the Purchased Assets resulting from an event subject to Articles 12 indemnification hereunder), claims, losses, liabilities (absolute and 13contingent), fines, penalties, payments, costs and expenses (including reasonable counsel, consultants, and engineering fees and expenses, interest, penalties and disbursements, but excluding any losscosts, damages, claims, liabilities, fines, penalties, payments, costs and expenses to the extent that an indemnitee recovers with respect thereto pursuant to any insurance policy) (collectively, "Losses"), that may be asserted against or expenses suffered or incurred by Purchaser because Indemnitees arising out of, or relating to, any Pre-Closing Property Liabilities (other than Employee Related Liabilities) and/or any breach of any representation or warranty made warranty, covenant or agreement (excluding same by Seller which are indemnified under other subsections of this Section 11.2) by Seller made in this Agreement, Agreement or in any documents furnished by document or instrument delivered pursuant hereto (including any Seller to the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false estoppel delivered under Section 6.3). This Section 11.2 will include Pre-Closing Breaches that are not waived or untrue; provided, however, only cured and to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty such Pre-Closing Breaches survive Closing pursuant to this Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against in this subsection.

Indemnification by Seller. Seller agrees to indemnify, shall indemnify and hold harmless Purchaser, Newco and defend Purchaser their affiliates and each of their directors, officers, employees, advisors, agents and stockholders at all times from and againstafter the Closing Date against and with respect to any and all claims, demands, lawsuits, proceedings, losses, assessments, taxes, fines, penalties, administrative orders, obligations, costs, expenses, liabilities and damages, interest, reasonable attorneys' fees and costs of investigation (all of the foregoing hereinafter referred to collectively as "CLAIMS") which arise or result from and to the extent they are attributable to: 11.1.1 subject to Articles 12 and 13, any loss, liabilities, costs (1) the Excluded Liabilities and/or the Retained Assets; (2) the untruth or expenses suffered or incurred by Purchaser because breach of any representation or warranty made by Seller in pursuant to this Agreement, Agreement or in any documents furnished other agreement or document executed and delivered by Seller to the Purchaser in connection with the transactions contemplated hereby; EXHIBIT 2.2 (3) the breach of, or failure to perform, any of the covenants, commitments, obligations or agreements on the part of Seller under this Agreement or any other agreement or document executed and delivered by Seller in this Agreement, shall be materially false or untrue; provided, however, only to connection with the extent the same is discovered by Purchaser after the Closingtransactions contemplated hereby; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred (4) the operation by Purchaser or any Seller and/or Newco of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued Business prior to the Closing Date;(except with respect to Assumed Liabilities relating to such pre-Closing operation); and 11.1.3 (5) any and all demands, claims, liabilitiesactions, suits, proceedings, assessments, judgments, costs and legal and other expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the foregoing. Seller shall have no liability with respect to the matters indemnified against described in Section 7(b)(2) until the aggregate of all claims for which an indemnity would otherwise be payable by Seller exceeds $50,000 in the aggregate (the "BASKET"), and in such event, Seller shall be responsible only for the amount in excess of the Basket, but in no case shall the liability of Seller (i) with respect to the matters described in Section 7(b)(2) (other than matters arising in respect of Sections 4(d), (e), (g), (h) and (i)) or the Xxxx of Sale and, to the extent they apply to claims under Section 7(b)(2), the matters described in Section 7(b)(5), exceed $850,000, and (ii) with respect to the matters described in Section 7(b)(2) arising in respect of Sections 4(d), (e), (g), (h) and (i) or with respect to any breach of any of the Seller's representations and warranties of which the Seller had Knowledge at any time prior to the date on which such representation and warranty is made or any breach by Seller of any covenant or obligation pursuant to this subsectionAgreement or any other agreement or document executed and delivered by Seller in connection with the transactions contemplated hereby, exceed the Purchase Price (collectively, the "CAP").

Indemnification by Seller. As provided immediately below, Seller ------------------------- agrees for two (2) years to indemnify, indemnify and defend and hold harmless and defend Purchaser Buyer from and against: 11.1.1 subject to Articles 12 and 13against all liabilities, any losslosses, liabilitiesclaims, costs or expenses suffered damages, whatsoever arising out of or incurred by Purchaser because from or based upon: (a) the inaccuracy of any representation or warranty contained in Section 4.1 made by Seller in this Agreement, or in any documents furnished Seller; or (b) the non-performance by Seller of any covenant, agreement or obligation to the Purchaser be performed by Seller hereunder; (c) any and all matters arising from or in connection with the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only related to the extent ownership, use or operation of the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued Assets prior to the Closing Date; 11.1.3 any Date not covered by the indemnities given in Section 9.2(a), (b), or (d) including the indemnification for losses, claims, and expenses attributed to consents which are otherwise Permitted Encumbrances under Section 4.1(n) (1) and (3); or (d) all liabilities, losses, claims, costs or damages, whatsoever arising out of or from or based upon Environmental Claims asserted by Seller pursuant to Section 6.5. The foregoing indemnification obligations of Seller shall only apply if a claim for such indemnification is provided to Seller in writing at the address set forth in Section 15.10 setting forth in detail the particular facts and circumstances which give rise to the claim; and further provided, that any such claim must be submitted within two (2) years of Closing. Under no circumstance shall Seller be obligated to make payment or incur liability under this indemnification provision for the first $125,000 in the aggregate of such liabilities, losses, claims, costs or damages asserted pursuant to Sections 9.2(a),(b) and (c), nor shall Seller be obligated to make payment or incur liability under this indemnification provision for the first $125,000 in the aggregate of such liabilities, losses, claims, costs or damages asserted pursuant to Section 9.2(d). Seller's obligation to make payment or incur liability under these indemnification provisions or any other indemnity herein is further limited in that Seller's liabilities, payments, costs and expenses arising on account of any items which are prorated or credited hereunder for all indemnified claims contained in Sections 9.2(a), (b), and which claims(c) shall not exceed $4,000,000, and that Seller's liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable payments, costs and expenses (includingfor all indemnified claims contained in 9.2(d) or elsewhere for any Environmental Claims asserted after Closing, without limitationor other environmental matters falling within this section for indemnification in all or part, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by shall not exceed a third party or by the Purchaser against Seller or a third party incident to any separate amount of the matters indemnified against in this subsection$4,000,000.

Indemnification by Seller. Seller hereby agrees to indemnify, indemnify and hold the Company and Purchaser harmless and defend Purchaser from and againstagainst any Loss arising out of or due to: 11.1.1 subject to Articles 12 and 13, any loss, liabilities, costs or expenses suffered or incurred by Purchaser because (a) breach of any representation or warranty made by Seller in this Agreement, contained herein or in any documents furnished document delivered hereunder and breach of the covenants set forth in Article 6 of this Agreement; (b) breach of any covenant or agreement by Seller to the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false performed on or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date, including the covenants and agreements set forth in Articles 2, 8, 9, 10 of this Agreement, and covenants and agreements in any other agreement entered into by Seller pursuant to the terms of this Agreement (but for purposes of this subsection 8.1(b), excluding those covenants set forth in Article 6 of this Agreement); 11.1.3 (c) all Losses or liabilities of the Company arising in connection with Xxxxxx Aviation, LLC or any claimssubsidiary or affiliate of the Company, liabilitiesof any nature, including with respect to the assets of such entities, any contractual obligations, tort claims which may be made, or Taxes or depreciation, whether such Losses or liabilities have accrued, are absolute or contingent, known or unknown, liquidated or unliquidated, existing at or arising out of a state of facts existing at any time during the Company's ownership or affiliation with such subsidiary or affiliate or after the Closing Date, and any fines, penalties, costs or expenses relating thereto; (d) claims made by Seller's spouse or any member of his family that such person has title to, or any other ownership interest in, the Shares or the Purchaser Price payable hereunder; and (e) any and all actions, suits, proceedings, demands, assessments or judgments, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident incidental to any of the foregoing matters indemnified against set forth in this subsectionSection 8.1 (a) through (d). Notwithstanding the foregoing, Seller shall indemnify and hold harmless Purchaser with respect to any Loss suffered by Purchaser pursuant to Section 8.1(a) as of such point as the Losses in the aggregate may exceed $100,000, and then only with respect to such Losses which do not in the aggregate exceed $1,500,000. There shall be no amount of Losses which must be sustained nor shall there be any cap applicable to indemnification claims made pursuant to Sections 8.1(b) through 8.1(d) hereof.

Indemnification by Seller. Seller agrees In addition to indemnifythe provisions for ------------------------- indemnification set out elsewhere in this Agreement, hold Seller, Xxxxxx and Sagarmatha agree to jointly and severally indemnify and save harmless and defend Purchaser from and against: 11.1.1 subject to Articles 12 and 13all losses, any lossclaims, damages, liabilities, deficiencies, costs or and expenses (including without limitation all reasonable legal fees) ("Losses") suffered or incurred by Purchaser because as a result of or arising out of or in connection with: (a) any breach by Seller or Principals or any inaccuracy of any representation or warranty made by of Seller or the Principals contained in this Agreement, Agreement or in any documents furnished agreement, instrument, certificate or other document delivered pursuant hereto; (b) any breach or non-performance by a Seller Group Member of any covenant to be performed by it contained in this Agreement or in any agreement, instrument, certificate or other document delivered pursuant hereto; (c) any error contained in any statement, report, certificate or other document or instrument delivered to Purchaser pursuant to this Agreement or contained in any Schedules; (d) the waiver by Purchaser of compliance with the provisions of provincial bulk sale legislation in connection with the transactions contemplated in completion of the sale of the Purchased Assets pursuant to this Agreement; (e) any cost, shall be materially false expense or untrue; providedliability which Purchaser or its directors, howeverofficers, only agents and employees incur or suffer by reason of the Reorganization; (f) any and all liabilities, obligations, indebtedness or debts (including without limitation, liabilities for any and all Taxes) of any nature whatsoever, whether accrued, absolute, contingent or otherwise incurred or arising as a result of the Reorganization (including any liabilities, obligations, indebtedness or debt which, but for the Reorganization, would not have been a liability, obligation, indebtedness or debt of Seller Group or the Business and any other expenses related thereto); (g) any legal action commenced either before or after the Closing by or against any Seller Group Member relating to the extent Business or the same is discovered by Purchaser after the Closing; 11.1.2 any lossPurchased Assets, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect which legal action relates to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations TimeClosing; (h) any claim by a third party relating to services performed by or actions taken or failed to be taken by Seller Group in connection with the Business prior to the time of the Closing or any instant or occurrence that occurred prior to the time of the Closing (notwithstanding that the damage therefrom may be suffered on or after the Closing Date); and 11.1.4 (i) all reasonable costs and expenses other debts or liabilities whatsoever (whether accrued, absolute, contingent or otherwise) of the Business existing at the Closing, including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any actionliabilities for federal, suitprovincial, proceedingsales, demandexcise, assessment income, corporate or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any other taxes of the matters indemnified against in this subsectionBusiness for any period up to and including the Closing, other than Assumed Liabilities.

Indemnification by Seller. Subject to Section 12.4(b), Seller agrees to shall indemnify, defend and hold harmless Buyer, its officers, directors, employees, agents, representatives, affiliates, subsidiaries, successors and defend Purchaser assigns (collectively, the "Buyer Indemnitees") from and against all Losses asserted against: 11.1.1 subject to Articles 12 and 13, any lossresulting from, liabilities, costs or expenses suffered imposed upon or incurred by Purchaser because any representation of the Buyer Indemnitees as a result of, or warranty made by arising out of, (a) the breach of any of the representations, warranties, covenants or agreements of Seller contained in this Agreement, (b) the ownership, operation, occupancy, use or condition of the Assets prior to the Effective Time, other than matters relating to Environmental Laws (which are covered by clause (e) below), (c) claims made by employees or former employees of Seller or any affiliates of Seller with regard to compensation and benefits under any benefit plan or any other employee benefit program in any documents furnished which such employee participated while employed by Seller or an affiliate of Seller prior to the Purchaser in connection with the transactions contemplated in this AgreementEffective Time, shall be materially false or untrue; provided, however, only (d) Title Defects related to the extent Seller Assets as to which Seller elected pursuant to Section 9.3 above to indemnify Buyer against all liability, loss, cost and expense, subject to satisfaction of the same is discovered deductible provided for in Section 9.3(b), (e) Environmental Compliance Deficiencies related to the Seller Assets as to which Seller elected pursuant to Section 10.1(b)(ii) above to indemnify Buyer against Losses and Environmental Compliance Deficiencies related to the Seller Assets raised by Purchaser Buyer within three (3) years after the Closing; 11.1.2 any lossClosing pursuant to Section 10.2(b) above, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Propertysubject, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates limitations on liability set forth in Article 10, and (bf) arose any liability for taxes related to the Seller's Assets (including interest, penalties or accrued fines related thereto) for the period prior to the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior Effective Time other than those assumed by Buyer pursuant to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against in this subsectionSection 6.9 above.

Indemnification by Seller. From and after the Closing, Seller agrees to indemnify, shall indemnify and hold harmless Purchaser and defend Purchaser its stockholders, directors, officers, employees, agents, accountants, attorneys, successors and assigns from and against: 11.1.1 subject to Articles 12 against any and 13all damages, any lossjudgments, actions, claims, demands, losses, liabilities, costs and expenses (collectively, "LOSSES"), including but not limited to reasonable costs of investigation and legal and accounting fees and expenses, which may arise out of (i) any of debts, liabilities or expenses suffered obligations of Seller other than the Assumed Liabilities; (ii) any breach of any of Seller's Surviving Representations and Warranties or incurred any inaccuracy or misrepresentation in any certificate delivered in accordance with the terms of this Agreement by Purchaser because or on behalf of Seller at or prior to the Closing; (iii) any representation breach of any covenant of Seller made in this Agreement or warranty made any other Transaction Document; (iv) the ownership, operation or conduct of Seller's assets (including the Purchased Assets) or business (including the NetCure Business) prior to the Closing Date; (v) any income, gains, transfer or other tax liabilities or obligations (including any tax liabilities required to be paid through any withholding obligations) arising from this Agreement or the consummation of the transactions contemplated hereby; (vi) any claim or action asserted by any third party arising out of or in connection with (A) any event, act or omission by Seller or any Affiliate or agent of Seller occurring prior to the Closing Date or (B) the ownership, operation or conduct of Seller's assets (including the Purchased Assets) or business (including the NetCure Business) prior to the Closing Date, other than the Assumed Liabilities; (vii) the failure to obtain any of the Seller Consents at or prior the Closing, whether or not Purchaser waives, in this Agreement, whole or in part, the condition precedent to its obligations to consummate the transactions contemplated by this Agreement set forth in Section 5.4; or (viii) any documents furnished by Seller to severance, bonus, vacation and/or other employment-related claims that any of the Purchaser Designated Employees may have under (A) any applicable contracts between such Designated Employee and Seller, including without limitation the contracts listed in Section 2.9 of the Disclosure Schedule or (B) any applicable statutory laws, including without limitation the laws of United States and United Kingdom, in connection with the transactions contemplated in this Agreement, shall be materially false herein or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company Designated Employee's relationship with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against in this subsectionSeller.

Indemnification by Seller. Seller shall jointly and severally indemnify Purchaser and its Affiliates (“Purchaser Indemnitees”) against and agrees to indemnifyhold each of them harmless from any and all claims, hold harmless damages, losses, liabilities and defend expenses (including without limitation reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit or Proceeding) (collectively, “Damages”) incurred or suffered by a Purchaser from and againstIndemnitee arising out of or related to: 11.1.1 subject to Articles 12 and 13, (a) any loss, liabilities, costs misrepresentation or expenses suffered or incurred by Purchaser because any representation or breach of warranty made by Seller in this Agreement, Agreement or in any documents furnished other document executed by Seller to the Purchaser in connection with this Agreement or the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closinghereby; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose any breach or accrued non-fulfillment of any covenant, agreement or obligation made or to be performed by Seller pursuant to this Agreement or any other document executed by Seller in connection with this Agreement or the transactions contemplated hereby; (c) any of the Excluded Assets or Retained Liabilities (including without limitation Seller’s failure to perform or in due course pay and discharge any such Retained Liability); (d) Seller’s ownership of the Acquired Assets and operation of the Business prior to the Closing Date; 11.1.3 (e) any claimsProceedings, liabilitiesand any order, costs and expenses arising on account of decree or judgment pending related to Seller or its Affiliates in any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred respect prior to the Prorations TimeClosing Date, including, but not limited to, those listed on Schedule 5.12; and 11.1.4 (f) any and all reasonable costs and expenses (includingProceedings made by Transferred Employees or any third party, without limitationincluding any governmental agency, reasonable attorneys’ fees and disbursements) incurred by against Purchaser Indemnitees as of the Closing Date involving failure to pay the Seller’s Premium Reimbursement to the appropriate insurers. If a matter or event arises or occurs that Purchaser in connection with any actiongood faith reasonably believes entitles Purchaser to indemnity from Seller under the provisions of this Agreement, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against shall notify Seller or a third party incident to any of the matters indemnified against event or matter and describe in this subsectionreasonable detail the circumstances thereof, including the dollar amount of the claim if ascertainable.

Indemnification by Seller. From and after the Closing, Seller agrees to shall indemnify, defend and hold harmless Purchaser and defend any parent, subsidiary, Affiliate, stockholder, partner, director, officer, employee or agent of Purchaser (collectively, "Purchaser Indemnified Parties") from and against: 11.1.1 subject to Articles 12 , and 13pay on behalf of or reimburse such party in respect of, any lossand all losses, damages, costs, expenses, liabilities, obligations and claims (including, without limitation, costs of investigation, reasonable attorneys' fees and other legal costs and expenses) ("Losses") which Purchaser Indemnified Parties at any time suffer or expenses suffered incur, or incurred by Purchaser because become subject to, as a result of or in connection with: (a) any representation breach of any representation, warranty, covenant or warranty agreement made by Seller in under this Agreement or any certificate, agreement or other instrument delivered by Seller pursuant to this Agreement; (b) any fees, expenses or in any documents furnished other payments incurred or owed by the Seller to the Purchaser any agent, broker, investment banker or other firm or Person retained or employed in connection with the transactions contemplated by this Agreement; and (c) any obligations or liabilities of any Acquired Subsidiary relating to the receipt by an Acquired Subsidiary of any overpayment made to such Acquired Subsidiary under any Government Program in connection with its ownership or operation of the Facilities, including but not limited to Medicare Obligations or Medicaid Obligations, during the period beginning on the OTA Effective Date and ending as of the Closing (it being understood and agreed by Purchaser that Seller shall have no liability whatsoever in respect of any such obligations or liabilities relating to overpayments made to any prior operator of a Facility or the Facilities or otherwise in connection with the Facilities prior to the OTA Effective Date and that Purchaser's sole remedy with respect to such obligations or liabilities shall be against the prior operator of the applicable Facility or Facilities under the applicable Operations Transfer Agreement). Notwithstanding anything to the contrary contained in this Agreement, shall be materially false or untrue; provided, however, only to the extent the same is discovered by parties acknowledge and agree that if Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser has knowledge of a breach or any inaccuracy of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act such representation or omission warranty of Seller or its Affiliates and (b) arose or accrued prior to of the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account existence of any items which are prorated facts or credited hereunder circumstances that would result in the breach of or inaccuracy in any such representation or warranty and which claimsPurchaser proceeds with the Closing, liabilities, costs or expenses accrue or which are based on events which occurred prior Purchaser shall be deemed to the Prorations Time; and 11.1.4 all reasonable costs have waived and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection released any claim for indemnification with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against in this subsectionrespect thereto.

Indemnification by Seller. Subject to the terms of Section 10.3 hereto, Seller agrees to indemnify, shall indemnify and hold harmless Purchaser, and defend its managers, members, officers, employees and agents (collectively, the "Purchaser Indemnified Parties"), from and against: 11.1.1 subject to Articles 12 against and 13, in respect of any loss, liabilities, costs or expenses and all Damages suffered or incurred by Purchaser because any of them resulting from, arising out of, based on or relating to (i) any breach of any representation or warranty made by Seller in this Agreement; (ii) any failure to perform duly and punctually any covenant, agreement or undertaking on the part of Seller contained in this Agreement; (iii) any breach of a representation or warranty included in any documents furnished certificate, schedule or other agreement, instrument or document, in each case delivered by Seller to Purchaser pursuant to the Purchaser in connection terms of this Agreement (collectively, the "Seller Related Documents"); or (iv) liabilities of Seller with the transactions contemplated in this Agreement, shall be materially false respect to Seller's actions relating to employees of Seller or untruebenefit plans or payroll practices of Seller; provided, however, only that Purchaser Indemnified Parties shall not be entitled to indemnification pursuant to this Section 10.1 (A) for Damages resulting from, arising out of, based on or relating to any breach of any representation or warranty made by Seller or an Affiliate of Seller in, or any failure to perform duly and punctually any covenant, agreement or undertaking on the part of Seller or an Affiliate of Seller contained in, any Seller Related Documents with respect to the sale of any Canadian information technologies equipment leasing assets by Seller (or an Affiliate of Seller) to Purchaser (or an Affiliate of Purchaser) or (B) as a result of any breach of any representation or warranty made by Seller in Section 4.2(b)(ii) to the extent that a matter causing a breach of Section 4.2(b)(ii) is the same is discovered by Purchaser result of an Obligor's failure to provide insurance (or self insure) or, on and after the Closing; 11.1.2 , Purchaser's failure to insure (but only with respect to Financing Contracts that are listed on Schedule 4.2(b)(ii)) against loss or damage with respect to any lossLeased Property subject to or governed by a Financing Contract. For purposes of this Section 10.1, liabilitiesa breach of a representation or warranty contained in this Agreement or any Seller Related Document shall be deemed to exist either if such representation or warranty is actually inaccurate or breached, costs if such representation or expenses warranty would have been breached or been inaccurate if such representation or warranty had not contained any limitation or qualification as to materiality, Material Adverse Effect or Seller's Knowledge, or, with respect to representations and warranties set forth in Article IV only, if such representation or warranty would have been breached or been inaccurate if disclosures with respect to such representation or warranty had not been made in the Seller Disclosure Schedules, it being the intention of the parties hereto that the Purchaser Indemnified Parties shall be indemnified and held harmless from and against any and all Damages suffered or incurred by Purchaser or any of its Affiliates them resulting from, arising out of, based on or relating to the failure of any such representation, warranty, certificate, schedule or other agreement, instrument or document to be true and correct in any respect, determined in each case without regard to any qualification as to materiality, Material Adverse Effect or Seller's Knowledge set forth with respect of that certain Guaranty Agreementthereto or, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to representations and warranties set forth in Article IV only, any disclosures contained in the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection Disclosure Schedules with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against in this subsectionrespect thereto.

Indemnification by Seller. Seller agrees Subject to indemnifythe terms and conditions of this Article VI, hold harmless and defend Purchaser from and after the Closing, Seller shall indemnify Buyers and their Affiliates and their respective officers, employees and directors (collectively, the “Buyer Indemnified Parties”) in respect of, and hold the Buyer Indemnified Parties harmless against, any and all claims, judgments, causes of action, losses, deficiencies, debts, obligations and other liabilities, monetary damages, fines, penalties, costs (including documented costs of internal legal counsel at zero operating profit), interest and expenses, including costs of investigation and defense, and reasonable attorneys’ fees and expenses (collectively, “Damages”) incurred or suffered by any Buyer Indemnified Party to the extent arising out of, based upon, attributable to or resulting from: 11.1.1 subject to Articles 12 and 13, (a) any loss, liabilities, costs (i) breach or expenses suffered or incurred by Purchaser because inaccuracy of any representation or warranty made by of Seller contained in Article II or any statement contained in any certificate of Seller delivered at or prior to Closing pursuant to Section 1.6(e) or 5.1(c), or (ii) any breach of any covenant or agreement of Seller contained in this Agreement; (b) any of the Excluded Liabilities; (c) other than with respect to Assumed Liabilities, any claims by employees or in former employees of the Business relating to any documents furnished Business Benefit Plans; (d) any commission, finders fees or other payment for services rendered as a broker or finder on behalf of Seller; (e) any failure by Seller to comply with its obligations under Applicable Employment Law in connection with this Agreement; (f) any act or omission of Seller before the Purchaser Closing which, by virtue of Applicable Employment Law, is deemed to be an act or omission of Buyers; or (g) (i) Taxes incurred during taxable periods (or portions thereof) ending on or prior to the Closing Date (as determined in accordance with Section 8.2(b)) attributable to the direct or indirect ownership or operation of the Acquired Assets or the Business, or (ii) 50% of the Transfer Taxes arising in connection with the transactions contemplated in by this Agreement, shall be materially false or untrueagreement (to the extent not already indemnified under clause (i)); provided, however, only notwithstanding anything to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates contrary in respect of that certain Guaranty this Agreement, dated as except in the case of July 30any indemnification for liabilities for Taxes with respect to breaches of the representations and warranties set forth in Section 2.8(h) and Transfer Taxes specified in clause (ii) above, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company Seller’s liability for Taxes shall be limited to Taxes incurred with respect to the loan secured by Business and Acquired Assets in a mortgage taxable period or portion thereof ending on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to before the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to Date (determined in the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser manner set forth in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against in this subsectionSection 8.2(b)).

Indemnification by Seller. Subject to the terms and conditions of this Article XI, after Closing, Seller agrees to shall indemnify, defend and hold harmless Purchaser and defend its Affiliates, officers, directors, employees, agents and successors and assigns (“Purchaser Indemnitees”) from and against: 11.1.1 subject to Articles 12 against the amount of any and 13all actual losses, any lossClaims, actions, causes of action, demands, assessments, damages, liabilities, judgments, settlements, penalties, costs and expenses (including reasonable attorneys’ fees and expenses), of any nature whatsoever (collectively, “Damages”) related to, arising out of, attributable to or expenses suffered or incurred by Purchaser because resulting from: (a) any representation or warranty made breach by Seller of its representations and warranties contained in Article III; (b) any breach by Seller of its covenants and agreements contained in this Agreement, ; (c) the Excluded Assets; (d) any Seller Taxes; (e) Third Party claims for property damage or in any documents furnished by Seller personal injury relating to the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued operation Properties prior to the Closing Date; 11.1.3 (f) the matters or items set forth in Schedule 3.6; (g) failure to pay or improper calculation, allocation, marketing, payment, or reporting of royalties, shut-in royalties, overriding royalties, working interest amounts and other royalties, and similar burdens on production with respect to the Properties and attributable to periods before the Effective Date; (h) civil, criminal, and administrative fines and penalties or criminal sanctions imposed as a result of or arising from Seller’s or its Affiliate’s ownership, use, or operation of the Properties before the Closing Date; (i) any claimsindebtedness for borrowed money by Sxxxxx incurred prior to or outstanding as of the Closing Date; (j) any proceeds of production held by Seller as of the Closing Date in suspense, liabilitiesowed by Seller in suspense, costs or owed by or to Third Parties (whether positive or negative, and expenses arising including funds held in suspense for unleased interests and penalties and interest) attributable to the Properties or any interest pooled, unitized, or communitized therewith, in each case to the extent not set forth on account of any items which are prorated Schedule 3.17; (k) offsite waste disposal with respect to the Properties by Seller or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred its Affiliates prior to the Prorations TimeClosing Date in violation of any Environmental Laws or Environmental Permits; (l) any Post-Closing Defect that Purchaser has not elected to cure; and 11.1.4 all reasonable costs and expenses (includingm) any claims made by any employee under WARN, without limitationERISA, reasonable attorneys’ fees and disbursementsor under any CBA. provided, however, that Seller’s indemnification obligations for Purchaser’s Damages under this Section 11.2 shall (x) incurred be limited by the Purchaser in connection with any actionterms of Section 11.10, suitand (y) if applicable, proceeding, demand, assessment or judgment instituted by a third party or by terminate upon the Purchaser against Seller or a third party incident to any termination of the matters indemnified against in this subsectionapplicable Survival Period related thereto, except for any Claims and Damages for which Seller received written notice prior to the expiration of the applicable Survival Period.

Indemnification by Seller. Seller agrees to indemnifyshall defend, indemnify and hold Buyer and its officers, directors, shareholders, partners, employees, representatives, agents, attorneys, licensees, Affiliates and assigns (the "INDEMNIFIED BUYERS") harmless and defend Purchaser from and against: 11.1.1 subject to Articles 12 against any and 13all claims, any lossdemands, actions or causes of action, assessments, judgments, awards, fines, sanctions, charges, damages, liabilities, costs losses, costs, interest, penalties, amounts paid in settlement and expenses (including, without limitation, reasonable attorneys' fees and expenses) ("LOSSES") which may be incurred or expenses suffered by the Indemnified Buyers or incurred by Purchaser because any of them, arising out of or relating to (a) any breach of any representation or warranty made by Seller in this Agreement, or in other than Section 4.6(b)(ii); (b) any documents furnished by material failure on the part of Seller to the Purchaser in connection with the transactions contemplated perform any covenant or agreement in this Agreement, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser Agreement (or any failure to make any payment in accordance with any express payment obligation set forth herein); (c) any Retained Liabilities or (d) the failure of its Affiliates Seller to convey to Buyer at least 10% of the rights contemplated by the Availabilities Schedule; PROVIDED, that the indemnification contemplated by this Section 9.1(d) shall not apply, and Seller shall have no Liability in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”this Section 9.1(d), entered into if Seller conveys more than 10% of the rights contemplated to be conveyed by Overseas Partners Capital Corp. the Availabilities Schedule (each, a "SELLER'S INDEMNIFICATION CLAIM"). Save (i) in favor the case of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses fraud (including, without limitation, reasonable attorneys’ fees fraudulent concealment); (ii) in respect of the representations and disbursementswarranties set forth in Sections 4.1 and 4.2 and (iii) incurred by in respect of the Purchaser indemnity set forth in connection Section 6.14(e), in no event will Seller have any liability with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident respect to any indemnification pursuant to (a) above where the Losses relating to any individual item (or group of related items) is less than $25,000 (subject to the last sentence of this Section 9.1) and until the total dollar amount of all such indemnification obligations that would otherwise be indemnifiable pursuant to such clause (a), when aggregated with all indemnification obligations indemnifiable by Crown Media Intermediary, LLC pursuant to clause (a) of Section 8.1 of the matters indemnified against Purchase and Sale Agreement, shall exceed $750,000, in this subsectionwhich event Seller will be liable from dollar one for the whole amount and not only the excess; PROVIDED that (save in the case clauses (i) and (ii) above) in no event shall Seller's aggregate liability in respect of clause (a) hereof, together with CM Intermediary, LLC's aggregate liability in respect of clause (a) of Section 8.1 of the Purchase and Sale Agreement, in the aggregate exceed $70,000,000. In determining whether the $25,000 requirement set forth above is satisfied with respect to breaches of the representations and warranties set forth in Section 4.11, all Losses under $25,000 related to a single Film in any territory may be aggregated, and where the aggregate of all such Losses relating to a single Film is under $25,000 ("SECONDARY FILM LOSSES"), such Secondary Film Losses may be aggregated with Secondary Film Losses in respect of other Films to the extent such losses are within the same territory.

Indemnification by Seller. Seller agrees to shall indemnify, defend, and hold Buyer and the respective officers, directors, shareholders, members, managers, employees and agents of Buyer, and their successors and assignees (the "Buyer Indemnified Parties") harmless from, against and defend Purchaser from with respect to any claim, liability, obligation, loss, damage, assessment, judgment, legal fee, cost and againstexpense of any kind or character ("Damages"), arising out of or in any manner incident, relating or attributable to: 11.1.1 subject to Articles 12 and 13, any loss, liabilities, costs or expenses suffered or incurred by Purchaser because (a) Any material inaccuracy in any representation or material breach of any material warranty made of Seller contained in this Agreement; 34 (b) Any failure by Seller to perform or observe, or to have performed or observed, in full any covenant, agreement or condition to be performed or observed by it under this Agreement; (c) Reliance by Buyer on any books or records of Seller or written information prepared by Seller in this Agreementthe event that such books and records or written information are false in some material respect or materially inaccurate; (d) Liabilities or obligations of, or claims against, Buyer (whether absolute, accrued, contingent or otherwise) relating to, or arising out of, the operation of the Restaurants or the Assets prior to the Closing Date (excluding any liabilities assumed pursuant to Section 1.3 hereof); or (e) Claims of employees of Seller, general creditor claims, vendor claims, product liability, warranty refund or customer injury or damage claims arising out of or in any documents furnished by Seller way relating to the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false circumstances existing or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued events occurring prior to the Closing Date; 11.1.3 , but asserted after the Closing Date. Notwithstanding the foregoing, Seller shall not be obligated to indemnify any claims, liabilities, costs Buyer Indemnified Party under this Section 10.2 until Damages exceed Twenty-five Thousand Dollars and expenses arising on account of any items which are prorated or credited hereunder No/100 ($25,000) and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior then only to the Prorations Time; and 11.1.4 all reasonable costs extent of aggregated Damages in excess of Twenty-five Thousand Dollars and expenses No/100 (including, without limitation, reasonable attorneys’ fees $25,000). Damages are to be calculated separate from the Purchase Price and disbursements) incurred by not to be an addition to or deduction from the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any disbursement of the matters indemnified against in this subsectionPurchase Price.

Indemnification by Seller. Seller agrees to shall indemnify, defend and hold Purchaser harmless from and against any and all liabilities or obligations arising with respect to the Assets up to the Closing. Further, Seller shall indemnify, defend and hold harmless and defend Purchaser from and against: 11.1.1 subject to Articles 12 against any and 13all claims, any lossdemands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including reasonable attorney’s fees and costs (collectively, “Losses”) that Purchaser may incur or expenses suffered suffer, which arise, result from, or incurred by Purchaser because relate to: (i) any representation or warranty made by Seller inaccuracy of Seller’s representations and warranties contained in this Agreement, Agreement or in any documents furnished by Seller to the Purchaser agreement, instrument or document entered into pursuant hereto or in connection with the transactions contemplated in this AgreementClosing, shall be materially false or untrue; provided, however, only (ii) any breach of or failure by Seller to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or perform any of its Affiliates covenants or agreements contained in respect this Agreement or in any agreement, instrument or document pursuant hereto or in connection with the Closing. Seller shall not have any liability under this Section 10.1 unless Purchaser gives written notice to Seller asserting a claim for losses, including reasonably detailed facts and circumstances pertaining thereto, before the expiration of that certain Guaranty Agreementtwo (2) years from the Closing Date. 10.2 Indemnification by Purchaser. Purchaser shall indemnify, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company defend and hold Seller harmless from and against any and all liabilities or obligations arising with respect to the loan secured Assets, excepting claims asserted after the Closing Date that relate to actions taken by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 . Further, Purchaser shall indemnify, defend and hold harmless Seller from and against any claimsand all losses that Seller may incur or suffer, liabilitieswhich arise, costs result from or relate to: (i) any inaccuracy of Purchaser’s representations and expenses arising on account of warranties contained in this Agreement or in any items which are prorated agreement, instrument or credited hereunder and which claims, liabilities, costs document pursuant hereto or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with the Closing, or (ii) any action, suit, proceeding, demand, assessment breach of or judgment instituted failure by a third party or by the Purchaser against Seller or a third party incident to perform any of the matters indemnified against its covenants or agreements contained in this subsectionAgreement or in any agreement, instrument or document pursuant hereto or in connection with the Closing. Purchaser shall not have any liability under this Section 10.2 unless Seller gives written notice to Purchaser asserting a claim for such losses, including reasonably detailed facts and circumstances pertaining thereto, before the expiration of two (2) years from the Closing Date.

Indemnification by Seller. (a) After the Closing, Seller hereby agrees to indemnify, defend and hold Buyer harmless against and defend Purchaser from with respect to, and againstshall reimburse Buyer for: 11.1.1 subject to Articles 12 (1) Any and 13all losses, liabilities or damages resulting from any loss, liabilities, costs or expenses suffered or incurred by Purchaser because breach of any representation or warranty made by Seller in pursuant to this Agreement, or in any documents furnished failure by Seller to the Purchaser perform any covenant of Seller set forth herein or in connection with the transactions contemplated in this Agreementany certificate, shall be materially false document or untrueinstrument prepared by Seller and delivered to Buyer hereunder; provided- 60 - (2) Any failure by Seller to pay, however, only perform or discharge any and all liabilities of Seller not assumed by Buyer pursuant to the extent the same is discovered by Purchaser after the Closingterms hereof; 11.1.2 (3) Any litigation, proceeding or claim by any loss, liabilities, costs third party arising from the business or expenses suffered or incurred operations of the Assets by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior except to the Prorations Timeextent arising from obligations or liabilities that have been assumed by Buyer pursuant to this Agreement; and 11.1.4 (4) Any and all reasonable out-of-pocket costs and expenses (includingexpenses, without limitation, including reasonable attorneys’ legal fees and disbursements) incurred by the Purchaser in connection with expenses, incident to any action, suit, proceeding, claim, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity. For purposes of Section 10.2, such indemnity shall apply (x) regardless of whether Buyer had knowledge at any time of any breach or failure and (y) without giving effect to the qualifications set forth in Section 7.1(a)(3) or any other Material Adverse Change qualification. (b) Seller's obligation to indemnify Buyer pursuant to Section 10.2(a) shall be subject to all of the following limitations: (1) No indemnification shall be required to be made by Seller as the Indemnifying Party under Section 10.2(a) until the aggregate amount of damages of Buyer as Claimant exceeds Three Hundred Seventy-Five Thousand Dollars ($375,000) and then only with respect to the amount of such damages in excess of $375,000; provided, however, that such limitation shall not apply to claims made by Buyer with respect to (A) adjustments to the Purchase Price, (B) reimbursements made by Buyer under Section 6.9(h) hereof, or (C) defaults under any leases pursuant to which any of the matters indemnified against leasehold Real Property included in the Assets is leased by Seller and with respect to which estoppel certificates were not obtained at or prior to Closing; and provided, further, that any amounts paid by Buyer under the first sentence of Section 6.12(c) up to $375,000 shall reduce the amount of such $375,000 deductible. (2) Buyer shall be entitled to indemnification only for those damages arising with respect to any claim as to which Buyer has given the Seller written notice within the appropriate time period set forth in Section 10.1 hereof for such claim. (3) Notwithstanding anything contained in this subsectionAgreement or applicable law to the contrary, Buyer agrees that the payment of any claim made by Buyer for indemnification hereunder, for whatever reason, shall be limited to, and shall only be made from, the Indemnification Amount, as such amount may have been reduced in accordance with the Indemnification Fund Agreement and, except for claims against the Indemnification Amount, after Closing, Buyer waives and releases, and shall have no recourse against, Seller as a result of the breach of any representation, warranty, covenant or agreement of Seller contained herein, or otherwise arising out of or in connection with the transactions contemplated hereby or the operations of the Stations. On the nine month anniversary of the Closing, the Indemnification Amount shall be reduced by $10,000,000 minus the sum of (I) the amount of any claims previously paid from the Indemnification Amount and (ii) an amount sufficient to satisfy any claims pending on such date made by Buyer with respect to indemnification under this Section 10 pursuant to the Indemnification Fund Agreement. On the eighteen month anniversary of the Closing, if no claim for indemnification is pending, the balance then remaining of the Indemnification Amount shall be paid by the Indemnification Escrow Agent to Seller by way of certified check or bank check. If on the eighteen month anniversary of the Closing Buyer has any indemnification claims pending with respect to indemnification under, an amount sufficient to satisfy such claims shall be retained by the Indemnification Escrow Agent and the remaining balance shall be remitted by the Indemnification Escrow Agent to Seller. (4) Following the Closing, the sole and exclusive remedy for Buyer for any claim (whether such claim is framed in tort, contract or otherwise) arising out of a breach of any representation, warranty, covenant or other agreement herein or otherwise arising out of or in connection with the transactions contemplated by this Agreement or the operations of the Stations shall be a claim for indemnification pursuant to this Section 10. (5) Anything in this Agreement or any applicable law to the contrary notwithstanding, it is understood and agreed by Buyer that, other than with respect to Seller (but not including any partner, director, officer, employee, agent or Affiliate of Seller (including any shareholder, partner, director, officer, employee, agent or Affiliate of the general partner of the Seller or of the general partner of the Seller's general partner)) as expressly provided for in Section 10.2(b), no partner, director, officer, employee, agent or Affiliate of Seller (including any shareholder, partner, director, officer, employee, agent or Affiliate of the general partner of the Seller or of the general partner of the Seller's general partner) shall have (I) any personal liability to Buyer as a result of the breach of any representation, warranty, covenant or agreement of Seller contained herein or otherwise arising out of or in connection with the transactions contemplated hereby or the operations of the Stations or (ii) any personal obligation to indemnify Buyer for any of Buyer's claims pursuant to Section 10.2(a) and Buyer waives and releases and shall have no recourse against any of such parties described in this Section 10.2(b)(5) as a result of the breach of any representation, warranty, covenant or agreement of Seller contained herein or otherwise arising out of or in connection with the transactions contemplated hereby or the operations of the Stations.

Indemnification by Seller. Seller agrees to will indemnify, defend, save and hold harmless Purchaser and defend Purchaser from and against: 11.1.1 subject to Articles 12 and 13, any loss, liabilities, costs or expenses suffered or incurred by Purchaser because any representation or warranty made by Seller in this Agreement, or in any documents furnished by Seller to the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect affiliates (including the Company) and any of that certain Guaranty Agreementits and their respective directors, dated as of July 30officers, 1997 employees or agents (the “Recourse Carve-Out Guaranty”)"Purchaser's Affiliates") harmless from and against any and all damage, entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Propertyliability, in each caseloss, only to the extent the same (a) resulted from any act penalty, expense, assessment, judgment or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account deficiency of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses nature whatsoever (including, without limitation, reasonable attorneys’ ' fees and disbursementsexpenses, consultants' and investigators' fees and expenses and other costs and expenses incident to any suit, action or proceeding) (together, "Losses") incurred or sustained by Purchaser or any of Purchaser's Affiliates which shall arise out of or result from (a) any breach of any representation or warranty given or made by Seller herein or in any certificate delivered with respect thereto if and only to the extent Losses incurred as a result of such breach and all other breaches exceed $25,000 in the aggregate (at which point Seller will be obligated to indemnify Purchaser and Purchaser's Affiliates from and against all such Losses relating back to the first dollar), (b) any Retained Liability, (c) any liability for Taxes under Section 4.14, (d) the noncompliance with or nonperformance of any other agreement, obligation or covenant of Seller under this Agreement or (e), subject to the following sentence, any enactment, enforcement, publication, decree, issuance or other promulgation, whether before or after the Closing Date, of any federal, state or local statute, regulation, rule, order, decision or determination of any court, other governmental authority or the Independent Auditor (as defined in connection with the MSA) challenging, or the bringing of any action, suitsuit or proceeding seeking to challenge, proceedingthe continued validity and enforceability of the MSA, demandQualifying Statutes (as defined in the MSA) in any state, assessment the payment obligations of Participating Manufacturers thereunder, or judgment instituted limiting or restricting, or seeking to limit or restrict, in any manner during any period Purchaser's ability to fully utilize the Company's MSA Grandfathered Market Share, in the same manner it is currently utilizable, in computing Purchaser's liabilities under the MSA, without limiting or restricting in any manner during any period Xxxxxxx'x full utilization of its MSA Grandfathered Market Share, in the same manner it is currently utilizable, in computing its liabilities under the MSA, or otherwise diminishing the value of rights under the MSA or benefits expected to be derived by Purchaser thereunder. Notwithstanding anything contained in this Agreement to the contrary, Seller's indemnification obligation under clause (e) of this Section 9.01 shall be limited solely to those events, conditions or circumstances which relate specifically to Medallion and not to all participants under the MSA generally. Any claim for indemnification hereunder must be made by notice to Seller within the applicable time period specified in Section 8.01. In determining the amount of Losses for the purposes of Section 9.01 and 9.02, the parties shall make appropriate adjustments for tax benefits actually received and insurance payments actually received and Losses shall not include consequential damages (unless reasonably foreseeable) or punitive damages other than any consequential or punitive damages claimed by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against in this subsectionthird-party.

Indemnification by Seller. (a) Seller agrees to indemnify, indemnify and hold harmless and defend Purchaser each Buyer Group Member from and againstagainst any and all Losses and Expense incurred by such Buyer Group Member in connection with or arising from: 11.1.1 subject (i) any breach by Seller or Hastings Canada of any of its covenants in this Agreement or in any Seller Ancillary Agreement; (ii) any failure of Seller or Hastings Canada to Articles 12 and 13, perform any loss, liabilities, costs of its obligations in this Agreement or expenses suffered in any Seller Ancillary Agreement; (iii) any breach of any warranty or the inaccuracy of any representation of Seller contained in this Agreement or any Schedule hereto or in any Seller Ancillary Agreement or in any certificate delivered by or on behalf of Seller pursuant hereto; (iv) any failure of Seller to obtain prior to the Closing any consent set forth in SCHEDULE 10.1; (v) any liabilities incurred by Purchaser because any representation or warranty made Buyer pursuant to the Bulk Sales Laws by Seller reason of the transactions provided for in this Agreement, except that this clause shall not affect the obligation of Buyer to pay and discharge the Assumed Liabilities; (vi) the failure of Seller or Hastings Canada to perform or pay, or take Remedial Actions with respect to, any Excluded Liability; or (vii) any Facility Termination Liability; PROVIDED, HOWEVER, that Seller shall be required to indemnify and hold harmless with respect to Loss and Expense incurred by Buyer Group Members (other than Loss and Expense incurred as a result of (A) inaccuracies of the representations and warranties contained in any documents furnished SECTIONS 5.1, 5.3, 5.7, 5.16 and 5.26 hereof, (B) a breach by Seller or Hastings Canada of its covenants and obligations set forth in SECTIONS 3.5, 7.1, 7.3, 7.4, 7.5(B) and 11.10(B) hereof, (C) any liability referred to in SECTION 10.1(A)(V) and 10.1(A)(VI) and (D) inaccuracies of the Purchaser representations and warranties contained, or a breach by Seller or Hastings Canada of its covenants and obligations set forth, in connection with the transactions contemplated in Seller Ancillary Agreements, as to all of which this Agreementproviso shall have no effect) only if, shall be materially false or untrue; provided, however, only and to the extent that, the same is discovered by Purchaser after the Closing;aggregate amount of such Loss and Expense exceeds $500,000. 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to The indemnification provided for in this SECTION 10.1 shall terminate three years after the Closing DateDate (and no claims shall be made by any Buyer Group Member under this SECTION 10.1 thereafter), except that the indemnification by Seller shall continue as to: -45- (i) the obligations and representations of each of Seller and Hastings Canada under the Instrument of Assignment, as to which no time limitation shall apply; 11.1.3 any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against in this subsection.

Indemnification by Seller. Notwithstanding the Closing, Seller hereby agrees to indemnify, defend and hold Buyer harmless against and defend Purchaser from with respect to, and againstshall reimburse Buyer for: 11.1.1 subject to Articles 12 (a) Any and 13all losses, any lossdirect or indirect, liabilities, costs or expenses suffered damages resulting from any untrue representation, breach of warranty, or incurred by Purchaser because nonfulfillment of any representation covenant or warranty made obligation by Seller in this Agreement, or the Company contained herein or in any documents furnished certificate, document, or instrument delivered to Buyer hereunder; (b) Any and all obligations of Seller or the Company not assumed by Seller Buyer pursuant to the Purchaser in connection with the transactions contemplated in terms of this Agreement, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss(c) Any and all losses, liabilities, costs or expenses suffered damages resulting from the operation or incurred by Purchaser or any ownership of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect Station prior to the loan secured by a mortgage on Closing Date, including but not limited to any and all 20 liabilities arising under the Property, in each case, only FCC Licenses or assumed contracts which relate to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued events occurring prior to the Closing Date; 11.1.3 (d) Any and all losses, liabilities or damages resulting from any failure to comply with any "bulk sales" laws applicable to the transactions contemplated by this Agreement; (e) Any and all actions, suits, proceedings, claims, liabilitiesdemands, costs assessments, judgments, costs, and expenses arising on account of any items which are prorated or credited hereunder and which claimsexpenses, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all including reasonable costs and expenses (including, without limitation, reasonable attorneys’ legal fees and disbursements) incurred by the Purchaser in connection with any actionexpenses, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this subsectionindemnity, subject to the notice and opportunity to remedy requirements of Section 7.3 hereof; and (f) Interest at the Washington statutory rate for interest on judgments on any reimbursable expense or loss incurred by Buyer from the date of incurrence until the date of reimbursement by Seller.

Indemnification by Seller. Seller agrees to indemnify, hold harmless and defend Purchaser from and against: 11.1.1 subject to Articles 12 and 13, any loss, liabilities, costs or expenses suffered or incurred by Purchaser because any representation or warranty made by Seller in this Agreement, or in any documents furnished by Seller (a) Subject to the Purchaser terms and conditions of this Article 8, as Purchaser's sole and exclusive remedy (in contract, tort or otherwise but excluding claims related to fraud) in connection with the transactions contemplated in by this Agreement, shall be materially false and notwithstanding the Closing and regardless of any investigation at any time made by or untrue; providedon behalf of Purchaser or of any knowledge or information that Purchaser may have, howeverSeller agrees to indemnify and hold Purchaser and its present Affiliates (each, only a "Purchaser Indemnified Party") harmless from, against and in respect of all damages, losses, liabilities, claims, deficiencies or expenses resulting from, or arising out of, any of the following (collectively, "Purchaser Claims"): (i) any breach of the representations and warranties made by Seller in this Agreement or in any certificate delivered to the extent the same is discovered by Purchaser after in connection with the Closing; 11.1.2 (ii) the nonfulfillment of any loss, liabilities, costs covenant or expenses suffered or incurred by Purchaser or any agreement of its Affiliates in respect of that certain Guaranty Seller pursuant to this Agreement, dated as of July 30, 1997 (other than the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act Seller's obligations under Article 7 or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing DateArticle 10; 11.1.3 (iii) the Seller's obligations under Article 7 or Article 10 of this Agreement; (iv) any Excluded Liabilities, Excluded Assets or Excluded Subsidiary or as a result of the Reorganization; (v) any Consent Event as set forth in part (e) of this Section 8.1; and (vi) together with any and all actions, suits, claims, liabilitiesproceedings, investigations, audits, demands, assessments, fines, judgments, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and other expenses (including, without limitation, reasonable attorneys’ fees audit and disbursementslegal fees) incurred by a Purchaser Indemnified Party in connection therewith. (b) The obligations of Seller pursuant to this Section 8.1 shall: (i) in the case of Purchaser Claims under Section 8.1(a)(i), terminate on the one-year anniversary of the Closing Date; provided, however, that any Purchaser Claims pursuant to Section 8.1(a)(i) with respect to breaches of Section 3.10, 3.16 or 3.17 shall survive until sixty (60) days after the closing of the applicable statute of limitations related to the matter which is the subject of the indemnification (but no longer than three years in connection with any actionPurchaser Claims related to Section 3.16 and Section 3.17) and, suitprovided further, proceedinghowever, demandthat any Purchaser Claims pursuant to Section 8.1(a)(i) with respect to breaches of Section 3.30 shall survive indefinitely; (ii) not apply to any Purchaser Claims under Section 8.1(a)(i) or the costs of defense thereof, assessment until the aggregate of all losses, liabilities, damages and expenses actually incurred by all Purchaser Indemnified Parties resulting therefrom total an aggregate amount of Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000.00) (the "Deductible"), in which event this indemnity shall apply to all subsequent Purchaser Claims under Section 8.1(a)(i) in excess of the Deductible provided further, however, that any Purchaser Claims pursuant to Section 8.1(a)(i) with respect to breaches of Section 3.6(b), Section 3.10 and Section 3.30 shall not be subject to the Liability Cap (as defined below), but shall in no event exceed the Purchase Price; (iii) in the case of Purchaser Claims under Section 8.1(a)(i) be limited to, and shall not, exceed, the aggregate amount of Thirty Million Dollars ($30,000,000.00) (the "Liability Cap"). Notwithstanding the foregoing, any Purchaser Claims with respect to Section 8.1(a)(i) made in accordance with Section 8.3 prior to the applicable termination date set forth in clause (i) of this Section 8.1(b) shall survive until resolved. (c) Notwithstanding anything herein to the contrary: (i) Seller shall not have a right to contribution against either of the Company or judgment instituted by a third party the Subsidiaries or any similar right in respect of any amounts paid by the Seller to the Purchaser Indemnified Parties pursuant to the provisions of this Section 8.1; and (ii) Except for Section 3.24, in all cases in determining whether there has been a breach of a representation or warranty by Seller for purposes of this Section 8.1, or in determining the amount of any losses with respect to such breach, such representations and warranties shall be read without regard to any materiality qualifier (including, without limitation, any reference to Material Adverse Effect) contained therein. (d) Guarantors hereby jointly, but not severally, guarantee Seller's timely performance under Section 8.1. For purposes of the foregoing, the Parties agree that the term "jointly, but not severally," shall require Purchaser to Assert (as defined below) all claims for indemnification against Seller or a third party incident each and every Guarantor, and under no circumstances shall Purchaser Assert any such indemnification claims against less than all Guarantors; provided, however, that with respect to any Asserted indemnification claim with respect to which Purchaser is entitled to indemnification, Purchaser shall be entitled to payment from each Guarantor, without any further action on the part of Purchaser, of (i) the full amount of each such claim, less (ii) the amounts Purchaser has recovered on such claim from any of the matters indemnified other Guarantors. For purposes of this Section 8.1(d) the term "Assert" shall mean that Purchaser must name and file against each and every Guarantor in this subsectionany legal proceeding (including arbitration, mediation, or lawsuit) commenced by Purchaser for claims for indemnification against Guarantors.

Indemnification by Seller. Except as otherwise limited by this Article X, Seller agrees to indemnify, shall indemnify and hold harmless Buyer, its subsidiaries and defend Purchaser Affiliates, any assignee or successor thereof, and each officer, director, employee, agent and representative of each of the foregoing (collectively, the "Buyer Indemnified Parties") from and against: 11.1.1 subject to Articles 12 , and 13pay or reimburse the Buyer Indemnified Parties for, any lossand all losses, liabilitiesActions, Liabilities, damages, claims, costs or and expenses (including reasonable expenses of investigation and legal fees and costs in connection therewith), interest, awards, judgments, penalties and Encumbrances suffered or incurred by Purchaser because any of the Buyer Indemnified Parties (hereinafter a "Buyer Loss") arising in whole or in part out of or resulting directly or indirectly from: (a) any breach of any representation or warranty made by of Seller or its Affiliates in this AgreementAgreement or the Ancillary Agreements (including all schedules and exhibits hereto and thereto and all certificates, documents, instruments and undertakings furnished pursuant to this Agreement and the Ancillary Agreements or in any documents furnished by Seller to the Purchaser made in connection with the transactions contemplated herewith or therewith); (b) any breach of any covenant, obligation or agreement of Seller or its Affiliates in this AgreementAgreement or the Ancillary Agreements (including all schedules and exhibits hereto and thereto and all certificates, shall be materially false documents, instruments and undertakings furnished pursuant to this Agreement and the Ancillary Agreements or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closingmade in connection herewith and therewith); 11.1.2 (c) any loss, liabilities, costs Retained Liability; and (d) any Liability relating to (i) any Business Employee who is not a Designated Employee but whose employment or expenses suffered or incurred by Purchaser employment-related rights transfer to Buyer or any of its Affiliates in respect by operation of that certain Guaranty law or contract (other than this Agreement) as a result of the consummation of the transactions contemplated hereby (including Liabilities for all costs reasonably incurred by Buyer, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Propertyincluding any severance payments, in each case, only to connection with Buyer's termination of the extent the same (a) resulted from employment of any act or omission of Seller or its Affiliates and (b) arose or accrued prior to such Business Employee within 90 days after the Closing Date; 11.1.3 ); and (ii) any claimscompensation rights, liabilities, costs and expenses arising on account employment benefits or other terms of any items which are prorated employment of Business Employees that Buyer or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of its Affiliates becomes obligated to pay, provide or assume by operation of law or contract (other than this Agreement) as a result of the matters indemnified against consummation of the transactions contemplated hereby and that are inconsistent with the terms set forth in this subsectionsubsections 12.1(a) and 12.1(c).

Indemnification by Seller. Seller agrees Subject to indemnifythe terms and conditions of this Article VI, hold harmless and defend Purchaser from and after the Closing, Seller shall indemnify Buyers and their Affiliates and their respective officers, employees and directors (collectively, the “Buyer Indemnified Parties”) in respect of, and hold the Buyer Indemnified Parties harmless against, any and all claims, judgments, causes of action, losses, deficiencies, debts, obligations and other liabilities, monetary damages, fines, penalties, costs (including documented costs of internal legal counsel at zero operating profit), interest and expenses, including costs of investigation and defense, and reasonable attorneys’ fees and expenses (collectively, “Damages”) incurred or suffered by any Buyer Indemnified Party to the extent arising out of, based upon, attributable to or resulting from: 11.1.1 subject to Articles 12 and 13, (a) any loss, liabilities, costs (i) breach or expenses suffered or incurred by Purchaser because inaccuracy of any representation or warranty made by of Seller contained in Article II or any statement contained in any certificate of Seller delivered at or prior to Closing pursuant to Section 1.6(e) or 5.1(c), or (ii) any breach of any covenant or agreement of Seller contained in this Agreement; (b) any of the Excluded Liabilities; (c) other than with respect to Assumed Liabilities, any claims by employees or in former employees of the Business relating to any documents furnished Business Benefit Plans; (d) any commission, finders fees or other payment for services rendered as a broker or finder on behalf of Seller; (e) any failure by Seller to comply with its obligations under Applicable Employment Law in connection with this Agreement; (f) any act or omission of Seller before the Purchaser Closing which, by virtue of Applicable Employment Law, is deemed to be an act or omission of Buyers; or (i) Taxes incurred during taxable periods (or portions thereof) ending on or prior to the Closing Date (as determined in accordance with Section 8.2(b)) attributable to the direct or indirect ownership or operation of the Acquired Assets or the Business, or (ii) 50% of the Transfer Taxes arising in connection with the transactions contemplated in by this Agreement, shall be materially false or untrueagreement (to the extent not already indemnified under clause (i)); provided, however, only notwithstanding anything to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates contrary in respect of that certain Guaranty this Agreement, dated as except in the case of July 30any indemnification for liabilities for Taxes with respect to breaches of the representations and warranties set forth in Section 2.8(h) and Transfer Taxes specified in clause (ii) above, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company Seller’s liability for Taxes shall be limited to Taxes incurred with respect to the loan secured by Business and Acquired Assets in a mortgage taxable period or portion thereof ending on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to before the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to Date (determined in the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser manner set forth in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against in this subsectionSection 8.2(b)).

Indemnification by Seller. Seller hereby agrees to indemnify, defend and hold harmless Buyer and defend Purchaser its Affiliates and each of their respective officers, directors, employees, agents, representatives, stockholders, Affiliates, and each of their successors and assigns (collectively, the “Buyer Indemnified Parties”), following the Closing Date, from and against: 11.1.1 subject 10.1.1 Any and all Damages, occasioned by, arising out of or resulting from the ownership, operation or use of the Stations or the Purchased Assets prior to Articles 12 the Closing Date, including (i) any and 13all Excluded Liabilities, (ii) any lossamounts payable, liabilitiesor otherwise required to be expended, costs upon termination of the Primary Studio Lease, the KZMP (FM) Tower Lease or expenses suffered the Auxiliary Studio Lease in order to (x) remedy any failure by Seller (or incurred its predecessors) prior to the Closing Date to perform its obligations under any of the referenced leases, including Seller’s obligation to maintain the premises leased thereunder to the standard required by Purchaser because the applicable lease, or (y) with respect to the Primary Studio Lease, upon the termination thereof, to comply with any obligation under the Prime Studio Lease to restore all or any part of the premises leased thereunder to any prior condition (except as results from actions taken other than by Seller or its Affiliates following the Closing Date), including, in the case of each of clauses (x) and (y), amounts applied against security deposits posted under any such lease, and (iii) all amounts required to satisfy any Encumbrances against the Purchased Assets that are of the type referred to in clauses (i) or (ii) of the definition of Permitted Liens; 10.1.2 Any and all Damages occasioned by, arising out of or resulting from any inaccuracy in any representation or warranty made by Seller in hereunder, breach of covenant by Seller, or default or nonfulfillment of any agreement on the part of Seller under this Agreement, or from any inaccuracy in any documents furnished representation or warranty made by Seller under, or breach of any agreement or covenant made by Seller under, any certificate, agreement, appendix, Schedule, or other instrument furnished to the Purchaser in connection with Buyer pursuant to this Agreement; 10.1.3 Any and all Damages for any income Taxes of Seller (a) resulting from the transactions contemplated in under this Agreement, (b) resulting from the operation of the Stations prior to 12:01 a.m. on the Closing Date, or (c) related to the operations of Seller and its Affiliates other than the operation of the Stations for any Tax period; 10.1.4 Any Taxes of Seller (other than those described in Section 10.1.3) for Tax periods (or portions thereof) ending prior to the Closing Date. For Tax periods that include the Closing Date, such Taxes shall be materially false or untrue; provided, however, only allocated between the period prior to the extent Closing Date and the same is discovered by Purchaser period on and after the ClosingClosing Date as described in Section 3.6.1; 11.1.2 10.1.5 Any and all Damages occasioned by, arising out of or resulting from any loss, liabilities, costs Excluded Asset or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (Excluded Liability; 10.1.6 If the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect KBOC Upgrade License has not been issued prior to the loan secured Closing Date, any and all Damages occasioned by, arising out of or resulting from any modifications to Station KBOC, the Station KBOC Construction Permit or the License Application that are required in order to (x) comply with the terms of the Station KBOC Construction Permit and/or (y) remedy any objection by the FCC which is resulting in a mortgage on delay or refusal by the PropertyFCC to grant the License Application, in each case, only in an effort to cause the extent FCC to issue the same KBOC Upgrade License; and 10.1.7 If the Leasehold Title Policy is not issued by the Title Company (aor another title company reasonably satisfactory to Buyer) resulted at Closing, any and all Damages occasioned by, arising out of or resulting from any act or omission termination of Seller or its Affiliates and (b) arose or accrued the KZMP Tower Lease prior to the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account scheduled expiration of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses stated term thereof (including, without limitationif validly exercised by Buyer, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any term of the matters indemnified against renewal option provided for thereunder as of the Closing Date) resulting from either a determination that Buyer does not hold a valid leasehold interest under the KZMP Tower Lease in this subsectionaccordance with its terms, or the termination of the underlying ground lease due to the assertion and exercise of rights by any Person holding a lien on or interest in the underlying real property constituting the Transmitter Site for KZMP-FM that is superior to the KZMP Tower Lease (other than by Buyer or any Affiliate of Buyer).

Indemnification by Seller. Seller agrees to indemnifyshall hold harmless, hold harmless indemnify and defend Purchaser (with counsel reasonably acceptable to BHI and the LLC) BHI and the LLC, any person or entity having a direct or indirect interest in BHI or the LLC, any officer, director, employee, investment advisor, partner or shareholder of or in BHI or the LLC or of or in any person or entity having a direct or indirect ownership interest in BHI or the LLC, and the Property from and against: 11.1.1 subject to Articles 12 against any and 13, any lossall obligations, liabilities, claims, liens, losses, damages, costs and expenses (including reasonable attorneys' fees and costs) (individually and collectively, a "Claim") which meet at least one of the following criteria: (i) no matter how arising, are third party claims related to the Property and arise or expenses suffered become payable before or incurred by Purchaser because any representation or warranty made by Seller in this Agreementon the Closing Date, or in any documents furnished by Seller are third party related to the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted arise from any act act, conduct or omission of Seller or its Affiliates and (b) arose affiliates, occurring at any time or accrued prior to times before or on the Closing Date; 11.1.3 , or (ii) result from any claims, liabilities, costs and expenses arising on account inaccuracy in or breach of any items representation or warranty of Seller of which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred BHI did not have actual knowledge prior to Closing, or result from any breach or default by Seller under this Agreement; provided, however, that Seller shall not be obligated to indemnify the Prorations Time; and 11.1.4 LLC or BHI with respect to any inaccuracy in or breach of any representation or warranty of Seller unless the actual cost to the LLC or BHI (excluding counsel fees) incurred as a direct result thereof exceeds the sum of $30,000.00 for all reasonable costs such alleged inaccuracies or breaches of a representation or warranty by Seller. The LLC and expenses BHI shall notify Seller of any such Claim within thirty (including30) days after it has notice of such Claim, without limitationbut failure to notify Seller as aforesaid shall in no case prejudice the rights of the LLC or BHI or any other indemnified party hereunder except to the extent Seller shall be prejudiced by such failure. Should Seller discharge or undertake to defend the LLC or BHI or any other indemnified party and should it be determined thereafter that such party was not entitled to be indemnified (but only because indemnification was not proper under this Agreement, reasonable attorneys’ and not because the claim was successfully defended), the LLC, BHI, or such party shall repay Seller all cost and expense related to such discharge or defense including its attorney's fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident costs. With respect to any Claims described in clause (i) above, Seller's obligations under this Section shall survive the Closing Date for a period of two (2) years. With respect to any claims described in clause (ii) above, Seller's obligations under this Section shall survive the matters indemnified against in this subsectionClosing Date for a period of two (2) years.

Indemnification by Seller. Following the Closing and subject to Sections 12.3 and 12.4, Seller agrees to indemnifyshall indemnify and hold Purchaser, hold and its affiliates, members, managers and partners, and the members, managers, trustees, beneficiaries, partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing, including, specifically, but not by limitation, Cousins, C-H Associates and Cousins Real Estate Corporation (collectively, “Purchaser-Related Entities”) harmless and defend Purchaser from and against: 11.1.1 subject to Articles 12 against any and 13all costs, any lossfees, liabilitiesexpenses, costs or expenses suffered or incurred by Purchaser because any representation or warranty made by Seller in this Agreementdamages, or in any documents furnished by Seller to the Purchaser in connection with the transactions contemplated in this Agreementdeficiencies, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates interest and (b) arose or accrued prior to the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses penalties (including, without limitation, reasonable attorneys’ fees and disbursements) suffered or incurred by the Purchaser any such indemnified party in connection with any actionand all losses, suitliabilities, proceedingclaims, demanddamages and expenses (“Losses”), assessment arising out of, or judgment instituted by in any way relating to, (a) any breach of any representation or warranty of Seller contained in this Agreement or in any Closing Document or in any Seller Estoppel, and (b) any breach of any covenant of Seller contained in this Agreement which survives the Closing or in any Closing Document or in any Seller Estoppel (including specifically, but not limited to, the agreement to reprorate pursuant to Section 6.4). By its execution of the Joinder attached to and made a third party part of this Agreement, EOP Operating Limited Partnership hereby agrees (a) to satisfy any actual and valid liability of Seller to Purchaser after Closing which arises under this Agreement for breach of any Real Property Representation in the event Seller has dissolved or by does not have sufficient assets to satisfy such liability, and (b) to indemnify and hold Purchaser and the Purchaser Purchaser-Related Entities harmless from and against Seller any and all Losses arising out of, or a third party incident to in any way related to, (i) any breach of any Partnership Representation, (ii) any breach of any Tax Representation, (iii) any breach of any covenant in Section 6.4, or (iv) any breach of any of the matters indemnified against covenants in this subsection.Section 5.3(g) (the “Tax Covenants”). The joint and several indemnification obligations of EOP Operating Limited Partnership and Seller shall be limited in aggregate amount to the (x) Partnership Cap Limitation with respect to claims for any breaches of any Partnership Representation set forth in Section 5.1(b)(i), (ii), (iii), (viii), (xii), (xiii), (xv) (1) or

Indemnification by Seller. (a) Subject to the limitations set forth in this Article IX, Seller agrees to shall indemnify, defend and hold harmless Purchaser, its Affiliates and defend its Representatives (collectively, “Purchaser Parties”) from any and against: 11.1.1 subject to Articles 12 and 13all liabilities, any losslosses, liabilitiesdamages, Taxes, debts, obligations, claims, costs or expenses suffered expenses, interest, awards, judgments, settlements, orders, fines and penalties (including reasonable attorneys’ fees, costs and expenses), whether or incurred by Purchaser because not involving a third-party claim (collectively, “Damages”), arising out of or resulting from (i) any breach of a representation or warranty made by of the Seller or either Company contained in this Agreement, Agreement or in any documents furnished by Seller to the Purchaser in connection with the transactions contemplated in this other Transaction Agreement, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 (ii) any loss, liabilities, costs or expenses suffered or incurred by Purchaser or breach of any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission covenant of Seller or its Affiliates and either Company contained in this Agreement or in any other Transaction Agreement; (biii) arose or accrued prior to any purchase price adjustments contemplated by Section 1.5; (iv) any Indebtedness of the Companies (other than Permitted Indebtedness in the amount set forth on the Permitted Indebtedness Report) that remains outstanding after the Closing Date; 11.1.3 (v) any claimsTaxes arising from the operation of either Company prior to Closing, liabilitiestransfer Taxes or other Taxes in connection with this Transaction; or (vi) any Liability arising from employees or consultants of either Company. (b) Materiality standards or qualifications in any representation, costs and expenses arising on warranty or covenant shall only be taken into account in determining whether a breach of or default in connection with such representation, warranty or covenant (or failure of any items which are prorated representation or credited hereunder warranty to be true and which claimscorrect) exists, liabilitiesand shall not be taken into account in determining the amount of any Damages with respect to such breach, costs default or expenses accrue or which are based on events which occurred prior failure to be true and correct. (c) From and after the Prorations Time; and 11.1.4 all reasonable costs and expenses (includingClosing, without limitation, reasonable attorneys’ fees and disbursements) incurred both Companies will be owned by the Purchaser in connection with the Parties to this Agreement agree that any actionrecovery by Purchaser after Closing pursuant to this Article IX shall be against the Seller, suitwho will have no right of reimbursement, proceeding, demand, assessment contribution or judgment instituted by a third party or by the Purchaser other recovery against Seller or a third party incident to any of the matters indemnified against in this subsectioneither Company.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIII, Seller agrees to indemnifyshall indemnify Buyer and its Affiliates (including UK Buyer and the Business), and each of their respective officers, directors, employees, agents, and Representatives (each a “Buyer Indemnified Party”) against, and shall hold any Buyer Indemnified Parties harmless and defend Purchaser from and against, any and all Losses incurred or sustained by, or imposed upon, a Buyer Indemnified Party based upon, arising out of, with respect to or by reason of: 11.1.1 subject (a) any inaccuracy in or breach of any Fundamental Representations; (b) any breach or non-fulfillment of any covenant, agreement or obligation to Articles 12 and 13, any loss, liabilities, costs or expenses suffered or incurred by Purchaser because any representation or warranty made be performed by Seller in pursuant to this Agreement, or in any documents furnished by Seller to the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser but after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 (c) any claimsExcluded Asset or any Excluded Liability; (d) any fees, liabilitiesexpenses, costs commissions, compensation or other amounts owing by Seller or the Business (contingent or otherwise) in connection with the sale process, structuring, negotiation and expenses arising on account consummation of the transactions contemplated by this Agreement that are not included in the determination of the Purchase Price and owed or payable to any Person by the Business, to the extent not paid prior to or at the Closing; (e) any Closing Indebtedness not included in the determination of the Purchase Price; (f) (i) any Taxes of the Purchased Subsidiaries with respect to any Pre-Closing Period or the portion of any items Straddle Period ending on (and including) the Closing Date including for the avoidance of doubt any Excluded Taxes; (ii) any unpaid Taxes of any Person (other than any Purchased Subsidiary) under Treasury Regulations Section 1.1502-6 (or any similar provision of Law) that are imposed on any Purchased Subsidiary by reason of having been a member of an affiliated, combined, consolidated, unitary or similar group on or before the Closing Date; and (iii) any unpaid Taxes of any Person (other than any Purchased Subsidiary) for which are prorated any Purchased Subsidiary is liable as a transferee or credited hereunder and successor, by contract, or otherwise, which claimsTaxes relate to an event or transaction occurring before the Closing, liabilities, costs or expenses accrue or which are based on events which occurred prior in each case to the Prorations Timeextent not included in Indebtedness; (g) any Fraud by the Seller under this Agreement; (h) the matters set forth on Schedule 8.2(h), and subject to the limitations set forth therein; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursementsi) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against in this subsectionset forth on Schedule 8.2(i).

Indemnification by Seller. (a) Subject to the provisions of Subsection 9.3(b) below and Section 10.2 below, Seller agrees to indemnify, shall indemnify and hold harmless Buyer and defend Purchaser from any officer, director, agent, employee or affiliate of Buyer ("Buyer's Affiliates") thereof with respect to any and againstall demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, liabilities and expenses (including reasonable attorneys' fees) (collectively, "Indemnification Claims") relating to or arising out of: 11.1.1 subject to Articles 12 and 13, any loss, liabilities, costs (i) Any breach or expenses suffered or incurred by Purchaser because any representation or warranty made nonperformance by Seller in this Agreement, or in any documents furnished by Seller to the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or of any of its Affiliates representations, warranties, covenants or agreements set forth in respect this Agreement or any other Documents; (ii) Any Indemnification Claims arising out of that certain Guaranty the potential, pending and settled litigation matters referenced in Section 3.15 of this Agreement, dated as ; (iii) The ownership or operation by the Company or the Seller of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect Station or the Assets on or prior to the loan secured by a mortgage 12.10 a.m. Pacific time on the PropertyClosing Date, or at such other time the parties agree to in each casewriting, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to on the Closing Date; 11.1.3 any claims, liabilities, costs (iv) All other liabilities and expenses arising on account obligations of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations TimeCompany other than the Assumed Obligations; and 11.1.4 all reasonable costs and expenses (includingb) Notwithstanding anything contained herein to the contrary, without limitationif the Closing occurs, reasonable attorneys’ fees and disbursementsSeller shall not be obligated to indemnify Buyer pursuant to Subsection (a) incurred by the Purchaser above (i) for any amounts in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any excess of the matters indemnified against Cash Purchase Price in this subsectionthe aggregate, or (ii) unless and until the aggregate amount of such Indemnification Claims exceeds Buyer's Threshold Limitation, in which case Buyer, Buyer's Affiliates and Buyer's successors and assigns shall then be entitled to indemnification of the entire aggregate amount of such Indemnification Claims, provided that any amounts owed by Seller to Buyer, Buyer's Affiliates and Buyer's successors and assigns under Subsections (a)(ii)- (iv) above shall not be counted in determining whether Buyer's Threshold Limitation is satisfied, and Buyer, Buyer's Affiliates and Buyer's successors and assigns shall have the right to recover any such payment under Subsections (a)(ii)-(iv) above without regard to such limitation.

Indemnification by Seller. Except for indemnification with respect to Environmental Liabilities, which shall be governed by the Environmental Agreement, Seller agrees to indemnify, shall indemnify and hold harmless Buyer, Buyer's Affiliates and defend Purchaser from their respective officers, directors, employees and againstagents (collectively, the "Buyer Indemnitees") in respect of any and all Damages reasonably incurred by any Buyer Indemnitee, whether paid or payable, as a result of or otherwise in connection with each and all of the following: 11.1.1 subject to Articles 12 and 13, (a) any loss, liabilities, costs or expenses suffered or incurred by Purchaser because breach of any representation or warranty made by Seller in this Agreement; (b) the breach of any covenant, agreement or obligation of Seller contained in this Agreement or any other instrument contemplated by this Agreement; (c) any misrepresentation contained in any documents statement or certificate furnished by Seller pursuant to the Purchaser this Agreement or in connection with the transactions contemplated in by this Agreement: (d) any Liability relating to the A/TS Network or the Acquisition Assets existing or arising on or resulting from events which occurred or failed to occur on or before the Closing Date, shall be materially false or untrue; provided, however, only except to the extent the same such liability is discovered assumed by Purchaser after the ClosingBuyer hereunder; 11.1.2 (e) any lossfailure of Buyer to obtain the protections afforded by compliance with the notification requirements of the bulk sale, liabilitiesbulk transfer and similar laws in force in the jurisdictions in which such laws may be applicable to either Seller or the transactions contemplated by this Agreement; (f) the Excluded Assets and any Liability which is not an Assumed Liability, costs or expenses suffered or incurred including, without limitation, the liabilities listed in clauses (i) through (xii) of Section 2.3 (other than any Liability within clause (vii) of Section 2.3 to the extent (and solely to the extent) such Liability results from a claim against Buyer in respect of actions taken by Purchaser Buyer prior to the Closing Date); (g) any Liability arising under the WARN Act with respect to the termination by Seller or any of its Affiliates in respect of that certain Guaranty Agreement, dated as any employee of July 30, 1997 Seller (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company including any Designated Employee) and any Liability under any ERISA Plan or Benefit Arrangement with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same any employee (aincluding any Designated Employee) resulted from any act or omission of Seller or its Affiliates any of Seller's Affiliates; (h) any Liability with respect to any tax liabilities of any and (b) arose all kinds arising out of the ownership, operation or accrued possession of the A/TS Network or the Acquisition Assets prior to the Closing Date; 11.1.3 Effective Time, and, except as expressly provided elsewhere in this Agreement, any claimsobligation of Seller or any consolidated group of which Seller is or was a member with respect to any and all taxes, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees any debts, liabilities, obligations or commitments for any income, excise, sales, use, gross receipts, franchise, employment, payroll-related or property tax of any sort, and disbursements) incurred any deficiencies, assessments, charges, interest and penalties associated therewith, imposed upon Seller or any consolidated group of which Seller is or was a member by the Purchaser in connection with United States, any actiontaxing authority outside the United States or any state or local instrumentality or authority within the United States, suitrelating to, proceedingaccrued for, demandapplicable to or arising from any period as of, assessment prior to or judgment instituted by a third party after the Effective Time; and (i) any claim pursuant to PMPA or by any similar or related federal or state statute or regulation (including any such claim arising out of or resulting from the Purchaser against Seller execution and delivery of this Agreement or a third party incident to the sale of any of the matters indemnified against in this subsection.Acquisition Assets to the Buyer) but excluding

Indemnification by Seller. Subject to Section 8.5, Seller agrees to indemnifyshall indemnify and hold Buyer and its officers, hold directors and shareholders harmless against and defend Purchaser from in respect of any and against: 11.1.1 all losses, costs, expenses, claims, damages, obligations and liabilities, including interest, penalties and reasonable attorneys' fees and disbursements ("Damages"), which Buyer or any such indemnitee may suffer, incur or become subject to Articles 12 and 13arising out of, based upon or otherwise in respect of: (a) any loss, liabilities, costs inaccuracy in or expenses suffered or incurred by Purchaser because breach of any representation or warranty of Company or Seller made by in or pursuant to this Agreement or any Transaction Document; (b) any breach or nonfulfillment of any covenant or obligation of Company or Seller contained in this AgreementAgreement or any Transaction Document; (c) any liability or other obligation of Company existing on the Closing Date, or arising thereafter based on facts and circumstances existing prior to or on the Closing Date, and not disclosed in the Company June Interim Balance Sheet, this Agreement or the Disclosure Statement, other than current liabilities incurred in the ordinary course of business consistent with past practice; (d) any documents furnished by Seller matters described or required to be described on the Purchaser in connection with Disclosure Statement pursuant to Section 4.7; (e) all liability of Company for Taxes that are due or accrue on or before the transactions contemplated in this AgreementClosing Date, shall be materially false or untrue; provided, however, but only to the extent the same is discovered such Tax liabilities exceed $6,500.00; (f) any liability or obligation of Company (or of Buyer as successor) resulting from personal liability claims, product liability claims or warranty claims (whether based in tort, contract or otherwise) relating to any products sold or distributed by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs Company on or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 ; (g) any claims, liabilities, costs and expenses arising on account failure of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses Employee Benefit Plan (including, without limitation, reasonable attorneys’ fees and disbursementsprior plans maintained by, or contributed to by, Company or any ERISA Affiliate which are not listed on the Disclosure Statement) incurred by to comply in form or in operation with the Purchaser in connection with any actionCode, suit, proceeding, demand, assessment ERISA or judgment instituted by a third party rules or by the Purchaser against Seller or a third party incident to any of the matters indemnified against in this subsectionregulations thereunder.

Indemnification by Seller. (a) From and after the Closing, Seller agrees to shall indemnify, defend, and hold harmless Buyer and defend Purchaser from and against: 11.1.1 subject to Articles 12 and 13its Affiliates, any lossofficer, director or member thereof, and their permitted assigns with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, costs recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys’ fees) of every kind and description (individually or expenses suffered collectively, a “Claim”) asserted during the survival periods referred to in Section 9.1 of this Agreement relating to or incurred arising out of: (i) the failure of any of Seller’s representations or warranties set forth in this Agreement to be true and correct on and as of the Closing Date (except for representations and warranties that by Purchaser because their terms are made as of another date, which must be true and correct only as of such specified date); (ii) the non-fulfillment or breach of any representation covenants, obligations or warranty agreements made by Seller in this Agreement; (iii) any Excluded Liability, except for liabilities arising under Environmental Laws (excluding any such liabilities arising as a direct result of actions taken by Seller); (iv) any claim by any person or in entity that any documents furnished by agent, broker, investment or commercial banker, person or firm acting on behalf of Seller that it is entitled to the Purchaser any broker, finder, financial advisor fee or any other commission or similar fee directly or indirectly in connection with the transactions transaction contemplated by this Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, (i) Seller shall not be obligated to pay an amount for indemnification under clause (i) of Section 9.2(a) unless and until the amount of all such Claims of Buyer Indemnified Parties exceeds $25,000 in the aggregate; in which event Buyer Indemnified Parties shall be materially false entitled to indemnification for all such Claims in excess of $25,000, (ii) Seller shall not be obligated to pay an amount for indemnification under clause (i) or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any (ii) of its Affiliates Section 9.2(a) (other than in respect of that certain Guaranty Agreement, dated as Claims relating to actual fraud) in excess of July 30, 1997 $5,500,000 in the aggregate and (iii) Buyer Indemnified Parties shall be entitled to indemnification under this Section 9.2 for fees and expenses of the “Recourse Carve-Out Guaranty”), entered into counsel of only one such Person (determined by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company Seller) with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted Claim by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against in this subsectionparty.

Indemnification by Seller. (a) From and after the Closing Date, Seller agrees to indemnify, shall indemnify and hold harmless Buyer, its Affiliates, each of their respective directors, officers, shareholders, employees and defend Purchaser agents, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Buyer Indemnified Parties") from and against any and all damages, claims, losses, expenses, costs, taxes, interest, penalties, fines, obligations and liabilities, including without limitation liabilities for all reasonable attorneys', accountants', and experts' fees and expenses including those incurred to enforce the terms of this Agreement (collectively, "Covered Liabilities"), suffered, directly or indirectly, by, or asserted against: 11.1.1 subject to Articles 12 and 13, any lossof the Buyer Indemnified Parties by reason of, liabilitiesin connection with, costs relating to or expenses suffered arising out of (i) any of the Excluded Assets or incurred the Retained Liabilities, including any Retained Liability based on negligence, gross negligence, strict liability or any other theory of liability, whether in law (whether common or statutory) or equity, (ii) any breach by Purchaser because Seller of, or any inaccuracy in, any representation or warranty made of Seller contained in this Agreement or in any Collateral Document, or (iii) any breach or non-performance by Seller of any covenant or obligation to be performed by it which is contained in this Agreement, any Collateral Agreement, or in any documents furnished by Seller to the Purchaser in connection with the transactions contemplated in this Agreementagreement, shall be materially false certificate or untrueother document delivered pursuant hereto or thereto; provided, however, only that in no event shall Seller be required to the extent the same is discovered by Purchaser after the Closing; 11.1.2 pay or otherwise be liable for any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company Covered Liabilities with respect to claims made under or relating to Section 10.2(a)(ii) hereof (other than a breach of representation contained in Section 3.5(a) hereof) unless and until the loan secured by a mortgage on aggregate amount of all such costs and expenses hereunder exceeds 1.5% of the PropertyPurchase Price, in each case, only which case Seller shall be liable for all such amounts in excess of 1.5% thereof up to a maximum of 15% of the extent the same (a) resulted from any act or omission of Seller or its Affiliates and Purchase Price. (b) arose Anything in this Section to the contrary notwithstanding, in the event one of Buyer's representatives listed on Schedule 10.2 hereof has actual knowledge on or accrued prior to the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account Date (i) of any items non-material breach, incompleteness or inaccuracy of, or non-material error in, any representation and warranty of Seller, which are prorated Seller could have cured had Buyer notified Seller as required by Section 5.2 hereof, or credited hereunder and which claims(ii) of any material breach, liabilitiesincompleteness or inaccuracy of, costs or expenses accrue material error in, any representations or which are based on events which occurred prior warranty of Seller, then, in either such event, Buyer shall be deemed to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection have waived any right thereafter to assert any claim for indemnification or otherwise with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident respect to any of the matters indemnified against in this subsectionsuch material breach, incompleteness or inaccuracy or material error so known.

Indemnification by Seller. (a) Subject to the provisions of Subsection (b) below and Section 10.2 below, Seller agrees to indemnify, shall indemnify and hold harmless Buyer and defend Purchaser from any officer, director, agent, employee and againstaffiliate thereof with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of: 11.1.1 subject to Articles 12 and 13, any loss, liabilities, costs (i) Any breach or expenses suffered or incurred by Purchaser because any representation or warranty made non-performance by Seller in this Agreement, or in any documents furnished by Seller to the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or of any of its Affiliates representations, warranties, covenants or agreements set forth in respect this Agreement or any other Documents; or (ii) The ownership or operation by Seller of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to Station or the loan secured by a mortgage Sale Assets on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date;; or 11.1.3 (iii) All other liabilities and obligations of Seller other than the Assumed Obligations; or (iv) Noncompliance by Seller with the provisions of the Bulk Sales Act, if applicable, in connection with the transaction contemplated hereby; or (v) Any violation of any Environmental Laws by Seller or the existence of any Hazardous Materials on the Real Property on or before Closing. (b) Except for any amounts owed by Seller to Buyer under Section 9.3(a) -------------- (iv), Section 9.3(a)(v) and Section 2.7, if Closing occurs, Seller shall not be ---- ----------------- ----------- obligated until the aggregate amount of such claims, liabilities, damages, losses, costs and expenses arising on account of any items exceeds Buyer's Threshold Limitation, in which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior case Buyer shall then be entitled to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any indemnification of the matters indemnified against in this subsectionentire aggregate amount.

Indemnification by Seller. Without limiting any other substantive remedy Purchaser may expressly have hereunder, Seller hereby agrees to indemnify, defend and hold Purchaser harmless and defend Purchaser from and against: 11.1.1 subject to Articles 12 against and 13, in respect of any loss, and all liabilities, losses, damages, claims, costs and expenses, including reasonable attorneys' fees (collectively, "Claims"), arising from or expenses suffered or incurred by Purchaser because relating in any manner to: (i) the breach of any representation or warranty of Seller contained herein; or (ii) the failure of Seller to perform any of its covenants contained herein. Seller's indemnification obligations shall apply whether the subject Claims arise from third party claims (including but not limited to claims made by shareholders of Seller) or not. In addition, Seller hereby agrees to assume, and bear all expenses incurred in this Agreementconnection with, Purchaser's defense against that certain action brought against the Company under a complaint filed on April 27, 2001 by TechSkills, LLC in the Circuit Court of Milwaukee County, Wisconsin, and to indemnify and hold Purchaser harmless from and against and in respect of any and all liabilities, losses, damages, claims, costs and expenses, including reasonable attorneys' fees, arising from or relating in any documents furnished by Seller manner to the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false or untrueaforementioned complaint; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 that such indemnification protection shall not apply in connection with any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreementlosses, dated as of July 30damages, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account incurred by Purchaser as a result of any items which are prorated acts or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior omissions by the Company in relation to the Prorations Timesubject matter of the complaint subsequent to April 30, 2000; and 11.1.4 all reasonable costs and expenses (including, without limitationprovided further, reasonable attorneys’ fees and disbursements) incurred that if any resolution of the TechSkills complaint unfavorable to Purchaser, whether by settlement or judgment, is limited to a reduction in the amount owed by TechSkills under the TechSkills Note, Purchaser shall not be entitled to any indemnification protection hereunder, but shall only be entitled to a reduction of the Purchaser Guarantee in connection accordance with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any provisions of the matters indemnified against in this subsectionSection I(C) hereof.

Indemnification by Seller. The Seller agrees to shall indemnify, defend and hold harmless the Purchaser, its Affiliates, directors, officers, employees, agents, representatives, successors and defend Purchaser assigns from and against: 11.1.1 subject to Articles 12 against any and 13, any lossall losses, liabilities, costs damages, judgments, settlements and expenses (including reasonable attorneys’ fees and expenses incurred in the investigation or expenses suffered defense of any of the same or incurred by Purchaser because in asserting, preserving or enforcing any representation of its or warranty made by their rights hereunder (collectively, “Damages”)) that arise out of, result from or are related or incidental to: (i) any misrepresentation or breach of any Surviving Warranty on the part of Seller; (ii) any non-fulfillment or breach of the covenants on the part of the Seller in or, prior to the Closing, the Company under this Agreement; (iii) any claim by any Person with respect to, or in arising as a result of, any documents furnished by Seller proposed Acquisition Proposal prior to the Purchaser in connection Closing Date with any Person other than the transactions contemplated in this Agreement, shall be materially false or untruePurchaser; (iv) the item disclosed on Schedule 4.8 of the Disclosure Schedule; item 2 disclosed on Schedule 4.10 of the Disclosure Schedule; and item 2 disclosed on Schedule 4.13 of the Disclosure Schedule; and (v) item 6 disclosed on Schedule 4.10 of the Disclosure Schedule (the “Xxxxxx Claim”) (but only with respect to the first $100,000 of Damages arising therefrom and 70% of any additional Damages arising therefrom); provided, however, only that the parties hereby agree that the Purchaser shall have the right, on behalf of the Company, to control the extent negotiation of a settlement of the same Xxxxxx Claim from the date hereof until such time as an arbitration or litigation is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs filed or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 commenced (the “Recourse CarvePre-Out GuarantyArbitration Settlement”), entered into by Overseas Partners Capital Corp. subject, in favor the case of Metropolitan Life Insurance Company any proposed settlement that does not include an unconditional release of Seller and its Affiliates from all liability with respect to the loan secured by a mortgage on the PropertyXxxxxx Claim, in each case, only to the extent consent of the same (a) resulted from Seller, which such consent shall not be unreasonably withheld or delayed, and in the event of any act or omission such Pre-Arbitration Settlement, the aggregate liability of the Seller or its Affiliates and (b) arose or accrued prior hereunder with respect to the Closing Date; 11.1.3 any claims, liabilities, costs Xxxxxx Claim (including the first $100,000 of Damages arising therefrom and expenses arising on account 70% of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursementsadditional Damages arising therefrom) incurred by the Purchaser shall in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against in this subsectionno event exceed $600,000.

Indemnification by Seller. Seller agrees to will indemnify, defend and hold harmless Buyer and defend Purchaser from its successors, assigns, directors, officers, agents and against: 11.1.1 subject to Articles 12 employees (the “Buyer Indemnitees”) against and 13in respect of any damages, any lossdeficiencies, costs, liabilities, costs claims or expenses suffered expenses, including interest, penalties and attorneys’ fees (individually a “Loss” and collectively the “Losses”), that any of the Buyer Indemnitees shall incur or incurred suffer, as a result of: (a) Any and all liabilities of or claims against any of the Buyer Indemnitees or the Assets by Purchaser because reason of any representation claim against Seller, the Shareholders or warranty made by Seller in this Agreement, any of their Affiliates of any nature (including any and all liabilities of or in any documents furnished by Seller claims arising from or relating to the Purchaser in connection with Tomco Business prior to Closing), other than the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the ClosingAssumed Liabilities; 11.1.2 (b) Any and all liabilities of or claims against any lossof the Buyer Indemnitees or the Assets arising from or relating to any occurrence, liabilitiesact or omission of any shareholder (including the Shareholders), costs director, officer, employee, consultant or expenses suffered or incurred by Purchaser agent of Seller or any of its Affiliates in respect other than the Assumed Liabilities; (c) Any and all liabilities of that certain Guaranty Agreement, dated as or claims against any of July 30, 1997 the Buyer Indemnitees or the Assets arising from or relating to any products sold by Seller (the “Recourse Carve-Out Guaranty”other than Warranty Returns), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company including any product recalls with respect to such products and any claims that such products caused any injury to person or property, or are otherwise based upon product liability or strict liability and including the loan secured by a mortgage on the Propertyclaims described in Schedule 8.12(a) hereto; (d) Payments or accruals for salaries, in each casewages, only bonuses, vacation, amounts payable under employee benefit plans or otherwise to the extent the same (a) resulted from any act employees, former employees or omission agents of Seller or its Affiliates claims asserted by any employees or former employees of Seller, including any claims asserted under the WARN Act; (e) Any and (b) arose all liabilities for any Taxes arising from or accrued relating to the conduct of the Tomco Business prior to the Closing DateClosing; 11.1.3 (f) Any and all liabilities of or claims against any claimsof the Buyer Indemnitees or the Assets arising under any Environmental Laws (including those relating to the handling, liabilitiestreatment, costs and expenses arising on account storage, disposal, Release or threatened Release of any items which are prorated substance) arising from or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred relating to the conduct of the Tomco Business prior to Closing; (g) The Excluded Liabilities; (h) Any inaccuracy in or breach of representation or warranty, contained in this Agreement or the Prorations TimeTransaction Documents on the part of Seller; (i) Any non-fulfillment of any covenant or agreement contained in this Agreement or the Transaction Documents on the part of Seller or any of the Shareholders; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursementsj) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted Any claims made by a third party or by alleging facts which, if true, would entitle a Buyer Indemnitee to indemnification pursuant to (a) through (i) above. Notwithstanding any other provision to the Purchaser against Seller or a third party incident contrary herein, Seller’s indemnification obligations with respect to any of Section 12.2(h) shall be limited to the matters indemnified against aggregate Purchase Price actually paid hereunder; provided that nothing herein shall limit the Buyer’s right to set off in this subsectionaccordance with Section 12.3.

Indemnification by Seller. Seller agrees to indemnify, shall jointly and severally indemnify and hold harmless Buyer, its subsidiaries and defend Purchaser their respective officers, directors, agents and employees (individually, a “Buyer Indemnified Person” and, collectively, “Buyer Indemnified Persons”) from and against: 11.1.1 subject to Articles 12 , and 13shall compensate and reimburse Buyer, its subsidiaries and Buyer Indemnified Persons for, any lossand all losses, liabilitiescosts, costs or damages, liabilities and expenses suffered or actually incurred by Purchaser because any representation or warranty made by Seller in this AgreementBuyer, or in any documents furnished by Seller to the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted subsidiaries and Buyer Indemnified Persons arising from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 any claims, liabilitiesdemands, costs and expenses arising on account actions, causes of any items which are prorated or credited hereunder and which claimsaction, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursementsother legal expenses and expert fees, net of any recoveries under existing insurance policies or indemnities from third parties (collectively, “Buyer Damages”) incurred by the Purchaser arising out of: (a) any misrepresentation or breach of or default in connection with any actionof the representations, suitwarranties, proceedingand covenants given or made by Seller in this Agreement or any related exhibit or schedule to this Agreement; (b) any liabilities and obligations of Seller, demandand any claims and demands made in respect thereof, assessment or judgment instituted by asserted, at or prior to the Soft Closing (except the Assumed Liabilities), relating to the Business, for which a third party requests Buyer to pay; (c) any claim or other legal recourse by any Employee of Seller to the Purchaser against extent arising from his or her employment with, or termination of employment by, Seller on or a third party incident prior to the Soft Closing; (d) all Taxes allocated to Seller pursuant to Section 6.4; and (e) any uncollected accounts receivable of the matters indemnified against Seller, in this subsectionexcess of 15% of such total accounts receivable.

Indemnification by Seller. The Seller agrees to indemnify, shall indemnify and hold the Purchaser harmless and defend Purchaser from and against: 11.1.1 subject to Articles 12 , and 13shall reimburse the Purchaser with respect to, any and all loss, liabilitiesdamage, costs or expenses suffered or liability, cost and expense, including reasonable attorneys' fees, incurred by the Purchaser because by reason of or arising out of or in connection with: (i) the breach or inaccuracy of any representation or warranty made by Seller contained in Article IV hereof or elsewhere in this Agreement, Agreement or in any documents furnished by schedule, instrument or certificate delivered pursuant hereto notwithstanding any purchase investigation which the Purchaser may have made; (ii) the failure of the Seller to perform any agreement or covenant required by this Agreement to be performed by the Seller; (iii) the account payable to AT&T or any of its affiliates with respect to billing disputes concerning fraudulent telephone calls in the approximate aggregate amount of $210,000 or (iv) the failure or alleged failure of the Purchaser to comply with the requirements of applicable law with respect to bulk transfers in connection with the transactions contemplated in this Agreement, shall be materially false or untruehereby; provided, however, that the Seller shall not have any obligation to indemnify the Purchaser pursuant to this Section (A) until the Purchaser has suffered aggregate losses by reason of all such breaches in excess of a $50,000 deductible (after which point the Seller will be obligated only to indemnify the Purchaser from and against such further losses), or thereafter (B) to the extent the same is discovered aggregate losses the Purchaser has suffered by reason of all such breaches exceeds the Purchase Price (after which point the Seller will have no obligation to indemnify the Purchaser after from and against further losses); and provided, however, further, that the Closing; 11.1.2 Seller shall indemnify the Purchaser for any loss, liabilities, costs or expenses suffered or incurred by Purchaser loss with respect to the account payable to AT&T or any of its Affiliates affiliates referred to in respect of that certain Guaranty Agreement, dated as of July 30, 1997 item (the “Recourse Carveiii) above on a dollar-Out Guaranty”), entered for-dollar basis without taking into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from account any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against in this subsectiondeductible threshold.

Indemnification by Seller. Subject to the limitations set forth in Section 8.(f), Seller agrees and the Kanes, jointly and severally, agree to indemnify, indemnify and hold Buyer harmless and defend Purchaser from and againstagainst any and all Damages (as defined in Section 8.(d)) incurred by Buyer or which Buyer may sustain at any time arising out of or by reason of: 11.1.1 subject to Articles 12 and 13, (1) The inaccuracy or breach of any loss, liabilities, costs or expenses suffered or incurred by Purchaser because any representation or warranty of the Representations made by Seller and the Kanes in or pursuant to this Agreement (in each case (i) without giving effect to any materiality qualification; and (ii) the disclosure by Seller (A) shall not relieve it of the financial obligations related to the disclosed item; and (B) shall not cause or create any liability for Buyer related to the disclosed item); (2) Any failure by Seller or the Kanes to perform any obligation or comply with any covenant or agreement of Seller or the Kanes specified in this Agreement, Agreement or in any documents furnished by Seller to the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the other document executed at Closing; 11.1.2 (3) Any claim (i) for wages or fringe benefits made by any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any employee of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company Seller with respect to the loan secured by a mortgage period ending on or before the Property, in each case, only Closing Date; (ii) for severance payments or other liabilities with respect to the extent termination of any employees of Seller; or (iii) with respect to the same (a) resulted from injury or death of any act or omission such employee arising out of Seller or its Affiliates and (b) arose or accrued events occurring prior to the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (4) Any claim (including, without limitation, reasonable attorneys’ fees claims alleging death or injury to persons or damage to property), whether based in tort, contract or otherwise resulting from or caused by any product sold, or service provided, by Seller prior to the Closing Date; (5) Any Seller debt, obligation or liability, whether known or unknown, fixed or contingent, of any nature whatsoever before the Closing Date, including but not limited to all taxes and disbursementsenvironmental liabilities of any nature and amounts owed to Eriel Sales Associates and The Lane Company, other than Permitted Liabilities; (6) incurred by Any of the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to matters disclosed on any of the matters indemnified Exhibits, other than the Permitted Liabilities; (7) Other than Permitted Liabilities, any liability or obligation arising out of (A) the conduct of any trade, business or transactions by Seller prior to the Closing, (B) the termination of employment of any employee by Seller on or prior to the Closing, (C) any Benefit Plan; or (D) the ownership, lease, use, occupation or operation of any facility or property at any time owned, leased, used, occupied or operated by Seller. (8) Any several liability of Seller under Treasury Regulation Section 1.1502-6 promulgated by the Department of Treasury (“Treasury Regulation”) or any under any comparable or similar provision under state, local or foreign tax laws or regulations for any period ending on or before the Closing Date. (9) Buyer being deemed to be a “successor” employer to Seller for the purpose of COBRA obligations. Any claim that an item breaches more than one provision of Section 8.(b) shall be deemed to fall into the preceding category that has the longest survival period. Seller and the Kanes specifically acknowledges and agrees that Buyer may proceed against any of them under Section 8.(b) without contemporaneously, or at any time, proceeding against the others. The Kanes agree that they shall not have any claim or right of indemnification or contribution or any other right of recourse against Seller with respect to Damages and they waive and release any and all such claims and right, until all indemnity obligations of Seller and the Kanes in this subsectionfavor of Buyer have expired.

Indemnification by Seller. Notwithstanding any investigation of the business and assets of Seller agrees to by or on behalf of Buyer, Seller shall indemnify, defend and hold harmless Buyer, its successors and defend Purchaser assigns, and its officers, directors, employees, sellers, agents and affiliates ("Buyer's Indemnified Persons") from and against: 11.1.1 subject to Articles 12 against any and 13, any lossall losses, liabilities, claims, obligations, damages, deficiencies, actions, judgments, regulatory, legislative or judicial proceedings or investigations, assessments, levies, fines, penalties, costs and Legal Expenses (as defined in Article IX) (collectively, "Losses"), arising out of, based upon or expenses suffered in any way relating to: (a) any misrepresentation in or incurred by Purchaser because breach of any representation or warranty made by or nonfulfillment of any covenant, agreement or other obligation of Seller set forth in this Agreement, Agreement or in any documents furnished by Seller document delivered to Buyer pursuant to the Purchaser in connection with the transactions contemplated in provisions of this Agreement, shall be materially false or untrue; provided, however, only ; (b) any Excluded Liability; (c) any claims by parties other than Buyer to the extent the same is discovered caused by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs acts or expenses suffered omissions of Seller on or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect prior to the loan secured Closing Date, including, but not limited to, claims for Losses which arise or arose out of Seller's operation of the Business or by a mortgage virtue of Seller's ownership of the Business on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 (d) any claims, liabilities, costs and expenses Environmental Claim arising on account under any of the Environmental Laws or any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident Remedial Action arising pursuant to any of the matters indemnified against Environmental Laws including, but not limited to, investigation, remediation, treatment or clean up of any contaminant that is reasonably shown to have been or are present, released, or disposed of prior to the Closing Date on properties now or previously owned or leased by Seller, or which are reasonably shown to have migrated or been discharged or transported from such properties prior to the Closing Date, in violation of Environmental Laws, or at levels which could give rise to liability for investigation, remediation, removal, treatment or clean up under Environmental Laws; provided that the disclosures made pursuant to Section 3.26 or any attachment thereto in no way limit the right of any of Buyer's Indemnified Persons to indemnification under this subsectionSection 7.1; and (e) enforcement of this Section 7.1.

Indemnification by Seller. Seller agrees to From and after the Closing Date, SELLER shall indemnify, hold harmless harmless, and defend Purchaser BUYER from and against: 11.1.1 subject against all claims, losses, liabilities and obligations, including reasonable attorneys' fees and expenses (collectively, "Losses"), which BUYER may receive, suffer or incur arising out of, relating to Articles 12 and 13, any loss, liabilities, costs or expenses suffered or incurred by Purchaser because any representation or warranty made by Seller in this Agreement, or in any documents furnished by Seller to the Purchaser in connection with any actions, suits or proceedings (other than any proceedings to prevent or limit the consummation of the Acquisition) related to (i) operations and transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only occurring prior to the extent Closing and which involve the same is discovered by Purchaser after Assets transferred, the Closing; 11.1.2 any lossDeposit Liabilities, liabilities, costs the Office Loans or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect safe deposit business being transferred to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates BUYER and (bii) arose or accrued the operations at the Offices prior to the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account . The obligations of SELLER under this Section 8.3 shall be contingent upon BUYER giving SELLER written notice (i) of receipt by BUYER of any items which are prorated process and/or pleadings in or credited hereunder relating to any actions, suits, or proceedings of the kinds described in this Section 8.3, including copies thereof, and which claims, liabilities, costs (ii) of the assertion of any claim or expenses accrue demand relating to the operation of the Offices and/or the Deposit Liabilities or which are based on events which occurred Office Loans prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (Closing, including, without limitationto the extent known to BUYER, reasonable attorneys’ fees the identity of the person(s) or entity(ies) asserting such claim or making such demand and disbursements) incurred the nature thereof, and including copies of any correspondence or other writings relating thereto. All notices required by the Purchaser preceding sentence shall be given within fifteen days of the receipt by BUYER of any such process or pleadings or any oral or written notice of the assertion of any such claims or demands. SELLER shall have the right to take over BUYER's defense in any such actions, suits, or proceedings through counsel selected by SELLER, to compromise and/or settle the same (provided that no such settlement shall be made without BUYER's prior written consent unless such settlement solely consists of the payment of money by SELLER and BUYER receives a complete release in connection with therewith) and to prosecute any actionavailable appeals or review of any adverse judgment or ruling that may be entered therein. The covenants and obligations of SELLER hereunder shall survive the Closing and any earlier termination of this Agreement. The availability of indemnification pursuant to this section shall not prevent BUYER from seeking any other remedy otherwise available to BUYER, suit, proceeding, demand, assessment including remedies at law or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against in this subsectionequity.

Indemnification by Seller. (a) Seller agrees to indemnify, hold harmless shall indemnify and defend Purchaser from Buyer and against: 11.1.1 subject to Articles 12 and 13, any loss, liabilities, costs or expenses suffered or incurred by Purchaser because any representation or warranty made by Seller in this Agreement, or in any documents furnished by Seller to the Purchaser in connection with the transactions contemplated in this Agreement, shall be materially false or untrue; provided, however, only to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreementand their respective stockholders, dated as of July 30officers, 1997 directors, employees, agents, successors and assigns (the “Recourse CarveBuyer Indemnitees”) against, and shall hold them harmless from, any and all losses, damages, claims (including, without limitation, third-Out Guaranty”party claims), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect to the loan secured by a mortgage on the Propertycharges, in each caseinterest, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to the Closing Date; 11.1.3 any claimspenalties, liabilitiesdamages, costs and expenses arising on account of any items which are prorated or credited hereunder and which claimsTaxes, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ legal, consultant, and accounting and other professional fees (collectively, “Losses”) resulting from, arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: (i) any breach of a representation or warranty made by Seller in Article IV of this Agreement and disbursementsthat is qualified by materiality, or any material breach of any representation or warranty made by Seller in Article IV of this Agreement that is not so qualified; (ii) any breach of any covenant or agreement of Seller contained in this Agreement; (iii) any Third Party Claim arising prior to the Closing (including Third Party Claims arising out of any Action or failure by Seller to obtain any required consents in accordance with this Agreement); (iv) any liability under the WARN Act or any similar state or local Law that may result from an “Employment Loss”, as defined by 29 U.S.C. § 2102 (a)(6), caused by any action of Seller or any other member of the Seller Group prior to the Closing Date or by Buyer’s decision not to hire previous employees of Seller or any other member of the Seller Group; (v) any noncompliance with any bulk sales statutes in respect of the Acquisition; (vi) any employee benefit plan established or maintained by Seller applicable to employees hired by Buyer; and (vii) any Excluded Liabilities. (b) Seller shall not be liable for any Losses pursuant to Section 9.2(a) (“Buyer Losses”) unless and until the aggregate amount of all Buyer Losses incurred by the Purchaser Buyer Indemnitees exceeds Twenty-Five Thousand Dollars ($25,000) (the “Buyer Threshold”), in connection which event Seller shall be liable for all Buyer Losses that thereafter exceed the Buyer Threshold, subject to the limitations in this Article IX. (c) In addition to the limitations set forth in Sections 9.2(b) and 9.2(d), Seller shall not be obligated to indemnify Buyer with respect to (i) any item disclosed in the Seller Disclosure Schedule, or (ii) any indirect, special, incidental, consequential or punitive damages claimed by Buyer resulting from Seller’s breach of any representation or warranty, covenant or agreement. (d) BUYER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS SPECIFICALLY SET FORTH IN ARTICLE IV, SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, RELATING TO SELLER, THE PURCHASED ASSETS, THE BUSINESS, THE ASSUMED LIABILITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER HEREBY ACKNOWLEDGES AND AGREES THAT, (A) BUYER IS PURCHASING THE PURCHASED ASSETS ON AN “AS-IS, WHERE-IS” BASIS AND IN THEIR RESPECTIVE CONDITIONS AS OF THE CLOSING DATE “WITH ALL FAULTS”; (B) NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE GIVEN AS TO (I) AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE BUSINESS, THE PURCHASED ASSETS OR THE ASSUMED LIABILITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY FURNISHED OR MADE AVAILABLE TO BUYER AND ITS REPRESENTATIVES, (II) THE CONDITION, QUALITY, PROSPECTS OF THE BUSINESS OR THE PURCHASED ASSETS, (III) THE RISKS AND OTHER INCIDENTS OF OWNERSHIP OF THE PURCHASED ASSETS, THE BUSINESS OR THE ASSUMED LIABILITIES, INCLUDING THE INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, (IV) ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE PURCHASED ASSETS OR THE BUSINESS OR (V) THE MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE PURCHASED ASSETS, OR ANY PART THEREOF, OR AS TO THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. Buyer shall have no claim or right to indemnification pursuant to this Article IX or otherwise (other than claims of, or causes of action arising from, fraud), and none of Seller or any other Person shall have or be subject to any liability to Buyer or any other Person (other than claims of, or causes of action arising from, fraud), with respect to any information, documents or materials furnished or made available by Seller or any of their Affiliates, officers, directors, employees, agents or advisors to Buyer, in certain “data rooms,” management presentations or any other form in contemplation of the transactions contemplated hereby. (e) Buyer acknowledges and agrees that its sole and exclusive remedy with respect to any and all matters arising out of, relating to or connected with this Agreement and the Acquisition (other than claims of, or causes of action arising from, fraud) shall be pursuant to the indemnification provisions set forth in this Article IX. In furtherance of the foregoing, Buyer (on behalf of itself and the other Buyer Indemnities (including, following the Closing)) hereby waives, from and after the Closing, any and all rights, claims and causes of action, suitwhether arising in tort, proceedingcontract or any other legal theory (other than claims of, demandor causes of action arising from, assessment or judgment instituted by a third party or by the Purchaser fraud) that Buyer may have against Seller or a third party incident to any of their Affiliates arising under or based upon any Law or otherwise (except pursuant to the matters indemnified against indemnification provisions set forth in this subsectionArticle IX).

Indemnification by Seller. (a) From and after Closing, the Seller agrees to shall indemnify, defend and hold harmless and defend Purchaser the Buyer Indemnitees from and against: 11.1.1 subject to Articles 12 and 13against any Damages suffered by any of the Buyer Indemnitees resulting from, any lossarising out of, liabilities, costs or expenses suffered or incurred with respect to, or (in the case of claims asserted against any of the Buyer Indemnitees by Purchaser because a third party) alleged to result from, arise out of or have been incurred with respect to, (i) any Breach of any representation or warranty as of the date made by or as of the Closing Date of Seller contained in this AgreementAgreement or the certificates provided pursuant to Section 1.06(a)(x), (ii) any Breach of any covenant or other obligation of the Seller contained in any documents furnished by Seller this Agreement or the certificates provided pursuant to the Purchaser Section 1.06(a)(x), (iii) all claims arising in connection with a possible continuity of employment ("Betriebsubergang") from any former employees of Seller, except for those listed on Part 9.02 of the transactions contemplated Disclosure Schedule, according to Section 613a of the German Civil Code, (iv) any Taxes, for which the tax liability of the Buyer arises from the conduct of the business and any tax deductions and any repayable tax refunds within the meaning of ss. 75 of the German Fiscal Code ("Abgabenordnung") including but not limited to any trade taxes, VAT and other taxes, (v) the operation of the nvSRAM Product Line by Seller on or before the Closing Date and (vi) the ownership or use of the Assets by Seller before the Closing Date. (b) From and after Closing, the Seller shall indemnify, defend and hold harmless the Indemnitees from and against any Damages suffered by any of the Indemnitees resulting from fraud, Liabilities for late deliveries in this Agreementthe purchase orders identified on Part 9.01(a) of the Disclosure Schedule (but only for Liabilities for events that arise until the products covered by the purchase order are made available for shipment by Seller) and any liabilities that are not Assumed Liabilities, shall be materially false or untrue; providedincluding Taxes, howeverenvironmental liabilities, only and product liabilities, to the extent the same is discovered by Purchaser after the Closing; 11.1.2 any loss, liabilities, costs or expenses suffered or incurred by Purchaser or any of its Affiliates in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect related to the loan secured operation by a mortgage on Seller of the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued nvSRAM Product Line prior to the Closing Date;. 11.1.3 (c) For any claimsindemnification by Seller that is paid in Common Stock, liabilities, costs and expenses arising on account the value of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are the Common Stock shall be determined based on events which occurred the volume weighted average price of Common Stock for the 60 trading days prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against in this subsectionExecution Date.

Indemnification by Seller. Subject to the limitations set forth in Section 9.4 and Section 10.1, Seller hereby agrees to indemnifydefend, indemnify and hold harmless Buyer and defend Purchaser its managers, members, officers, shareholders, successors, assigns and Affiliates from and against: 11.1.1 subject to Articles 12 against any and 13all losses, any lossdeficiencies, Taxes, liabilities, damages, assessments, judgments, costs or expenses suffered or and expenses, including attorneys' fees (both those incurred by Purchaser because any representation or warranty made by Seller in this Agreement, or in any documents furnished by Seller to the Purchaser in connection with the defense or prosecution of the indemnifiable claim and those incurred in connection with the enforcement of this provision) and Environmental Liabilities and Costs (collectively, "Buyer Losses"), caused by, based upon, resulting from or arising out of: (a) (i) breaches of representations or warranties under this Agreement on the part of Seller or (ii) failures by Seller to perform or otherwise fulfill any covenant, provision, undertaking or other agreement or obligation to the extent to be performed on or after the Closing Date under this Agreement; (i) claims arising in connection with breach of contract, death, personal injury, other injury to Persons, property damage, losses or deprivation of rights (whether based on statute, negligence, breach of warranty, strict liability or any other theory), or the imposition of any monetary penalty or other sanction due to a violation of law, to the extent that any of the same was caused by or resulted from, directly or indirectly, acts or omissions by Seller on or before the Closing Date, (ii) any other claims asserted against Buyer arising from any action or inaction of Seller to the extent relating to the Purchased Assets or the Business on or before the Closing Date, including without limitation the actions set forth in Schedule 3.4, except with respect to the FERC RTO litigation referred to in Schedule 3.4, (iii) any legal obligation or requirement that Buyer implements which is necessary as a result of any of the Purchased Assets or the Business not being in compliance with the requirements of applicable law as of the Closing Date, (iv) the loss of life, injury to persons or property or damage to natural resources ("Damage") which results from actions of Seller in the Release, storage, transportation, treatment or generation of Hazardous Substances, Oils, Pollutants or Contaminants generated, stored, used, disposed of, treated or handled on the Purchased Assets to the extent that such Release, storage, transportation, treatment, generation, use, handling or disposal occurred prior to the Closing Date (limited, however, to the extent that such Damage (A) is the result of the Release, storage, transportation, treatment or generation of Hazardous Substances, Oils, Pollutants or Contaminants generated, stored, used, disposed of, treated or handled on the Purchased Assets on or before the Closing Date and (B) would have resulted or arisen regardless of any Release, storage, transportation, treatment, generation, use, handling or disposal by Buyer or any other Person after the Closing Date) and (v) any and all claims, demands, judgments, damages, actions, causes of actions, losses, liabilities, penalties, costs and expenses of any kind whatsoever for Cleanup of Hazardous Substances, Oils, Pollutants or Contaminants Released, disposed of or discharged on, beneath or adjacent to the Purchased Assets prior to the Closing Date; provided, that, with respect to matters which arise after the Closing Date, nothing in this Agreement is intended to limit in any manner Seller's liability to Buyer or obligation to indemnify Buyer under any of the Operational Documents; provided, further, that (x) Seller shall not be liable for Buyer Losses that arise by reason of any change in Environmental Law after the Closing Date and (y) the cost of remediation of any condition at the Closing Date which is subject to Seller's indemnification pursuant to this Section 9.1(b) and to which Buyer contributes after the Closing Date will be equitably pro rated to reflect the relative contribution of each Party; (i) each and every item set forth in Schedule 3.13(a), Schedule 3.13(c), Schedule 3.13(d) and Schedule 3.13(f); provided, that, with respect to matters which arise after the Closing Date, nothing in this Agreement is intended to limit in any manner Seller's liability to Buyer or obligation to indemnify Buyer under any of the Operational Documents; (d) any other liability of Seller with respect to acts or omissions prior to the Closing not specifically assumed by Buyer pursuant to the Full Bill and Assignment and Partial Bill and Assignment; (e) axx xnd all actions, suits, procexxxxgs, claims and demands incident to any of the foregoing or such indemnification; (f) any and all liability resulting from defects in title (arising by, through or under Seller, other than arising in connection with a transaction between Seller and any Affiliate of Seller) relating to the Purchased Assets (including the Real Property); (g) any and all Taxes of Seller or any of its Affiliates or any Tax required to be collected (other than with respect to the transactions contemplated by this Agreement) by Seller, including without limitation Taxes relating to the Purchased Assets, the Business and, except as provided in Section 6.3, the transactions contemplated by this Agreement, shall be materially false for all periods ending on or untrueprior to the Closing Date; provided, however, only that, for this purpose, Taxes relating to a Tax period that begins on or prior to, and ends after, the extent Closing Date shall be apportioned between Seller and Buyer (i) in the same is discovered case of real and personal property taxes and any other Taxes not measured or measurable, in whole or in part, by Purchaser after net or gross income or receipts, on a per diem basis and (ii) in the Closingcase of other Taxes, as determined from the books and records of Seller consistent with past practices of Seller; 11.1.2 (h) (x) any lossclaim by any person or entity under the TFO Documents for or with respect to any breach of such TFO Documents, liabilities(y) any transmission revenues which are not paid to Buyer due to claims under or requirements of the TFO Documents or (z) any claim that Buyer has obligations under the TFO Documents, costs including any claim that Buyer is a successor to Seller, or expenses suffered or incurred by Purchaser or any is a successor servicer to Seller, under the TFO Documents; or (i) the amount, if any, of its Affiliates interest determined to be accrued and payable to a third party in respect of that certain Guaranty Agreement, dated as of July 30, 1997 (the “Recourse Carve-Out Guaranty”), entered into by Overseas Partners Capital Corp. in favor of Metropolitan Life Insurance Company with respect Owed Credits for periods up to the loan secured by a mortgage on the Property, in each case, only to the extent the same (a) resulted from any act or omission of Seller or its Affiliates and (b) arose or accrued prior to including the Closing Date; 11.1.3 any claims, liabilities, costs and expenses arising on account of any items which are prorated or credited hereunder and which claims, liabilities, costs or expenses accrue or which are based on events which occurred prior to the Prorations Time; and 11.1.4 all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment instituted by a third party or by the Purchaser against Seller or a third party incident to any of the matters indemnified against in this subsection.