Common use of Indemnification by Seller Clause in Contracts

Indemnification by Seller. (a) In addition to all rights and remedies available to Purchaser at Law or in equity, Seller shall indemnify Purchaser and its Affiliates, stockholders, officers, directors, employees, agents, representatives, successors and permitted assigns, heirs and estates (collectively, the “Indemnified Purchaser Parties”) and save and hold each of them harmless against and pay on behalf of or reimburse such party as and when incurred for any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any misrepresentation or breach of a representation or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any of the Exhibits or Schedules hereto; (ii) any nonfulfillment or breach of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Date. (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));

Indemnification by Seller. (a) In addition to all rights From and remedies available to Purchaser at Law or in equityafter the Closing, Seller shall indemnify Purchaser and its Affiliateswill indemnify, stockholdersdefend, officers, directors, employees, agents, representatives, successors and permitted assigns, heirs and estates (collectively, the “Indemnified Purchaser Parties”) and save and hold each of them harmless against Buyer from, against, and pay on behalf of or reimburse such party as and when incurred for with respect to any claim, liability, obligation, loss, Liabilitydamage, demandassessment, claim, action, cause of actionjudgment, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any misrepresentation or breach of a representation or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any of the Exhibits or Schedules hereto; (ii) any nonfulfillment or breach of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Date. (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto expense (including, without limitation, Losses reasonable attorneys’ and accountants’ fees and costs and expenses reasonably incurred in investigating, preparing, defending against, or prosecuting any litigation or claim, action, suit, proceeding, or demand) (collectively, the “Loss”), of any kind or character arising out of or in any manner incident, relating, or attributable to (i) subject to Section 16.10, the inaccuracy of any representation or breach of any warranty of Seller contained in this Agreement or in any certificate, instrument, or other document or agreement executed by Seller in connection with this Agreement or otherwise made or given in writing in connection with this Agreement, (ii) any failure by Seller to perform or observe any covenant, agreement, or condition to be performed or observed by it under this Agreement or under any certificate, instrument, or other document or agreement executed by it in connection with this Agreement, (iii) claims relating to the termination enforcement of current employees Buyer’s rights under this Agreement, and (iv) any liabilities, obligations, debts, contracts, or other commitments of any kind or nature whatsoever, whether known or unknown and whether accrued, fixed, absolute, conditional, determined, determinable, or otherwise, of Seller existing on the Closing Date or arising out of, or resulting from, any transaction entered into, or any state of facts existing, prior to or at the Closing Date which are imposed on Buyer (and after Closing, the Company) as result of this Transaction; provided, however, that cancellation of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) Escrowed Shares shall be the sole source of payment of any indemnified Loss and the litigation matter identified in Schedule 2.19(a) (aggregate amount of all such indemnified Losses shall not exceed 10% of the “Lokau Litigation”));Purchase Price. No Individual Seller shall have any obligation or liability under this Article XV, and Seller shall be obligated and liable for any Loss attributable to any Individual Seller; provided, however, that each Individual Seller and the Seller shall have a separate contractual arrangement with respect to any and all such Losses.

Indemnification by Seller. (a) In addition After the Closing and subject to all rights the other provisions of this Article XIII and remedies available to Purchaser at Law or in equitySection 14.01, Seller shall indemnify Purchaser indemnify, defend and hold harmless Buyer and its Affiliates, stockholders, officers, directors, employees, agents, representativesAffiliates (including the Acquired Companies) and Representatives, successors and permitted assigns, heirs and estates assigns (collectively, the “Buyer Indemnified Purchaser Parties”) from and save and hold each of them harmless against against, and pay on behalf of and reimburse Buyer for, all Losses that any Buyer Indemnified Party at any time suffers or reimburse such party as and when incurred for any lossincurs, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) to which any such Buyer Indemnified Purchaser Party may suffer, sustain or become otherwise becomes subject to, directly or indirectly, as a result of, of or in connection with, relating or incidental to or by virtue of: (i) any misrepresentation the inaccuracy or breach of a any representation or warranty (provided that made by Seller in Article IV or Article V of this Agreement except to the extent any such misrepresentation inaccuracy or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or results from any Requirement of the Exhibits or Schedules heretoRehabilitator; (ii) any nonfulfillment breach or failure by Seller to perform any of its covenants or obligations contained in this Agreement except to the extent any such breach or failure to perform results from any Requirement of any covenant or agreement the Rehabilitator; (provided that such nonfulfillment or breach must be material in iii) the event that Specified Matter (the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement“Special Indemnity”); or (iiiiv) any liabilities of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing DateIndemnification Agreement. (b) In addition Notwithstanding any other provision to the foregoingcontrary, Seller shall indemnify not be required to indemnify, defend or hold harmless any Buyer Indemnified Party against any Losses pursuant to Section 13.01(a)(i) (other than Losses to the Indemnified Purchaser Parties against extent arising as a result of the inaccuracy or breach of any Fundamental Representation or representations or warranties contained in Section 5.20 or Section 5.21 made by Seller, as to which the limitations in this sentence shall not apply) (i) with respect to any claim or series of related claims arising from the same underlying facts, events or circumstances unless such claim or series involves Losses in excess of $50,000 (nor shall any such claim, or series of related claims arising from the same underlying facts, events or circumstances, that does not meet the $50,000 threshold be applied to or considered for purposes of calculating the aggregate amount of the Buyer Indemnified Parties’ Losses for which Seller has responsibility under clause (ii) below), and (ii) until the aggregate amount of the Buyer Indemnified Parties’ Losses exceeds $500,000 (the “Deductible”), after which Seller shall, subject to the immediately succeeding clause, be obligated to indemnify and hold harmless the Buyer Indemnified Parties against all such Losses of the Buyer Indemnified Parties that, in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities in excess of the Company which are disclosed Deductible not to Purchaser exceed the General Indemnification Cap (other than in this Agreement respect of Losses arising from or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination inaccuracy or breach of current employees any Fundamental Representation or representations or warranties contained in Section 5.20 or Section 5.21 made by Seller, in which case Seller’s aggregate liability under Sections 13.01(a)(i) shall not exceed the Indemnification Cap). (c) Notwithstanding any other provision to the contrary, Seller’s obligation to indemnify and hold harmless the Buyer Indemnified Parties against all Losses of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(eBuyer Indemnified Parties under Sections 13.01(a)(i), 13.01(a)(ii), 13.01(a)(iii) and 13.01(a)(iv) shall not exceed the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));Indemnification Cap.

Indemnification by Seller. (a) In addition Subject to all rights the limitations set forth in Section 8.1 and remedies available to Purchaser at Law or in equitySection 8.5, from and after the Closing, Seller shall indemnify indemnify, defend, save and hold Purchaser and its Affiliates, stockholders, officers, directors, employees, agents, representatives, successors and permitted assigns, heirs and estates Representatives (collectively, the “Indemnified Purchaser PartiesIndemnitees”) harmless from and save and hold each of them harmless against and pay on behalf of all demands, claims, actions or reimburse such party as and when incurred for any loss, Liability, demand, claim, action, cause causes of action, costlosses, damagedamages, deficiencydiminution in value, Taxdeficiencies, penaltyLiabilities, fine or expensecosts and expenses (including reasonable legal fees, whether or not arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail all reasonable amounts paid in investigation, defense or settlement of any of the foregoing (foregoing; collectively, “LossesDamages”) which suffered or incurred by any such Indemnified Purchaser Party may sufferIndemnitee, sustain directly or become subject to, as a result ofindirectly, in connection with, relating with or incidental to or by virtue ofarising out of the following: (i) Seller’s breach of, or any misrepresentation or breach of a inaccuracy in, any representation or warranty (provided that such misrepresentation or breach must be material contained in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or in any of the Exhibits or Schedules heretocertificate delivered by Seller pursuant to this Agreement; (ii) any Seller’s breach or nonfulfillment or breach of any covenant or agreement made by Seller in this Agreement; (provided iii) the Retained Liabilities; (iv) the failure of the Parties to comply with any bulk sales (including Section 6 of the Retail Sales Act (Ontario) and any other similar legislation of another province, as applicable) or fraudulent transfer laws that may be applicable to the Acquisition; or (v) any and all actions, suits, proceedings, demands, judgments, damages, awards, costs and expenses (including reasonable legal fees, as well as reasonable third-party fees and expenses) incurred in connection with the enforcement of the rights of any such nonfulfillment or breach must be material Purchaser Indemnitee with respect to clauses (i) through (iv) above. Notwithstanding anything in this Agreement to the event contrary, for the purposes of Article VIII, the representations and warranties of Seller in this Agreement that the applicable covenant or agreement is not are qualified by materiality or Material Adverse Effect shall be deemed to be made with such materiality or Material Adverse Effect qualifiers for purposes of determining whether a basket) on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representationany such representation or warranty has occurred, warranty, covenant or agreement on but shall be deemed disregarded for purposes of determining the part amount of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Daterelated indemnifiable Damages. (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));

Indemnification by Seller. (a) In addition to all rights From and remedies available to Purchaser at Law or in equityafter the Closing, Seller shall indemnify Purchaser and its Affiliates, stockholders, Affiliates (including the Company) and each of their respective officers, directors, employees, agentsmembers, representativesmanagers, successors and permitted general or limited partners, successors, assigns, heirs Affiliates, agents and estates other Representatives (collectively, the “Indemnified Purchaser PartiesIndemnitees”) against, and save pay and hold each of them harmless against and pay on behalf of from, any Loss suffered or reimburse such party as and when incurred for any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may sufferIndemnitee, sustain directly or become subject toindirectly, as a result of, in connection withrelating to, relating or incidental to or by virtue ofarising from: (i) any misrepresentation breach or breach inaccuracy of a any representation or warranty of (provided that such misrepresentation x) Seller or breach must be material the Company contained in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any of the Exhibits Seller Officer Certificates or Schedules hereto(y) Seller contained in the Seller Release (the “Seller Release Representations”); (ii) any nonfulfillment breach or breach of failure (i) by Seller or the Company to comply with, perform or discharge any obligation, agreement or covenant contained in this Agreement or the Asset Transfer Agreement to be performed prior to the Closing or (ii) by Seller to comply with, perform or discharge any obligation, agreement (provided that such nonfulfillment or breach must be material covenant contained in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or, the Asset Transfer Agreement or the Seller Release to be performed following to the Closing; (iii) any liabilities of fraud or intentional misrepresentation by the Company which are not disclosed (with respect to Purchaser fraud or intentional misrepresentation prior to the Closing) or Seller; (iv) any Excluded Liability; and (v) any Pre-Closing Taxes; provided, that for purposes of determining whether there has been a breach or inaccuracy of any representation or warranty, or the amount of any Loss related to any such breach or inaccuracy, under Section 10.01(a)(i), the representations and warranties set forth in this Agreement or and in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under Officer Certificates furnished pursuant to this Agreement shall be considered without giving effect to any materiality limitation or any of qualification (including the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Dateterms “material” or “Company Material Adverse Effect”). (b) In addition Notwithstanding the foregoing or anything to the foregoingcontrary in this Agreement, Seller shall not be required to indemnify any Purchaser Indemnitee and Seller shall not have any liability: (i) under Section 10.01(a)(i), unless the aggregate of all Losses for which Seller would be liable, but for this Section 10.01(b)(i), exceeds on a cumulative basis an amount equal to $2,000,000, and then Seller shall be required, subject to the limitations in Section 10.01(b)(ii), to indemnify the Indemnified Purchaser Parties against Indemnitees for all such Losses (including the first $2,000,000 of such Losses); provided, however, that no individual claim by the Purchaser Indemnitees shall be asserted under Section 10.01(a)(i) unless and until the aggregate amount of Losses that would be payable pursuant to such claim (or series of related claims or claims related to similar facts or circumstances) exceeds an amount equal to $25,000; provided, further that the limitations in this Section 10.01(b)(i) shall not apply to any claim for indemnification to the extent arising out of a breach of any Seller Fundamental Representation or any Seller Release Representation; and (ii) (A) under Section 10.01(a)(i) in excess of $500,000 the Escrow Amount; provided, however, that this clause (A) shall not apply to any claim for indemnification to the extent arising out of a breach of any Seller Fundamental Representations or any Seller Release Representation, and (B) under Section 10.01(a) in excess of 100% of the aggregateFinal Purchase Price. (c) Subject to the limitations set forth in Section 10.01(b), which (i) are incurred with the exception of any claim for indemnification arising out of a breach of any Seller Fundamental Representation or any Seller Release Representation, recourse by the Indemnified Purchaser Party as a direct result Indemnitees to the Escrow Fund shall be Purchaser Indemnitees’ sole and exclusive remedy for monetary Losses resulting from the matters referred to in Section 10.01(a)(i), and (ii) any payments which may be required by Seller in respect of liabilities the amount of such Losses shall be satisfied first from the Escrow Fund out of the then remaining Escrow Amount, and then (to the extent such claims are not limited to the Escrow Amount) by wire transfer from Seller pursuant to Section 10.03(d). (d) In no event shall Seller be obligated to indemnify any Purchaser Indemnitee with respect to any Loss to the extent that such Loss was expressly taken into account in the calculation of the Closing Purchase Price Elements or Final Purchase Price Elements pursuant to Section 2.02. (e) Seller shall not be liable (i) for any Taxes of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating Business incurred after the Closing to the termination extent attributable to actions taken by Purchaser or the Company outside of current employees the ordinary course of business on the Closing Date after the Closing or (ii) except with respect to a breach of the representations and warranties contained in Section 3.05(h), with respect to the amount, value or condition of, or any limitations on, any Tax asset or attribute of the Company (who with their respective estimated termination indemnity amounts are referenced e.g., tax credits), including the ability of Purchaser or any of its Affiliates (including the Company) to utilize such Tax assets or Tax attributes after the Closing, unless such Tax asset was reflected as an asset in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (calculation of the “Lokau Litigation”));Closing Working Capital pursuant to Section 2.02.

Indemnification by Seller. (a) In addition to all rights From and remedies available to Purchaser at Law or in equityafter the Closing, Seller shall indemnify Purchaser indemnify, defend and hold harmless Buyer, its Affiliates, stockholders, officers, directors, employees, agents, representatives, Affiliates and their respective successors and permitted assigns, heirs assigns and estates the respective Representatives of each of the foregoing (collectively, the “Buyer Indemnified Purchaser PartiesPersons”) from and save against any and hold each all Losses of them harmless against and pay on behalf of every kind, nature or reimburse description asserted against, or sustained, incurred, suffered or accrued directly or indirectly by, such party Buyer Indemnified Person that arise out of, relate to or result from or as and when incurred for any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement a consequence of any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue offollowing: (i) the breach or inaccuracy of any misrepresentation or breach of a representation or warranty (provided that such misrepresentation of Seller contained in this Agreement, any Related Agreement or breach must be material any exhibit or certificate delivered hereunder; provided, however, in the event that the applicable representation or warranty is Buyer Indemnified Persons would otherwise be entitled to indemnification for Losses, Seller shall not qualified by materiality) on the part of Seller be obligated (under this Agreement Section 7.2(a)(i) or otherwise) to indemnify the Buyer Indemnified Persons or otherwise be liable to Buyer to the extent of such Losses that arise out of, relate to or result from (a) any combination by Buyer of any Pre-Closing Product with any other product or service, (b) the Exhibits adaptation or Schedules heretomodification by Buyer of any Pre-Closing Product where infringement would not have occurred but for such adaptation or modification by Buyer, (c) the misuse of any Pre-Closing Product or the use of any Pre-Closing Product in an application for which it was not designed by Seller or (d) Seller’s compliance with specifications and directions provided by Buyer to Seller; (ii) the breach or non-fulfillment of, or non-compliance with, any nonfulfillment agreement, obligation or breach of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under or any of its Affiliates contained in this Agreement or in any Related Agreement; or; (iii) any liabilities Excluded Liability; (iv) the ownership, possession or operation of the Company which are not disclosed Acquired Assets by Seller or any Action with respect to Purchaser or arising from any Acquired Intellectual Property delivered, installed or used prior to the Closing; (v) any Taxes of any kind relating to or arising in this Agreement or in connection with the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach transfer of a representation, warranty, covenant or agreement on the part Acquired Assets to Buyer; (vi) the failure of Seller under this Agreement to comply with, or perform any of its obligations under, (a) the Exhibits and Schedules hereto, provided that such Losses relate to the period Existing License Agreement prior to the Closing Date or (b) the Surviving Existing License Agreement Provisions following the Closing as set forth herein; or (vii) the failure of Seller or any of its Affiliates to comply with any Laws applicable to the import or export of the Acquired Software in the United States, Canada and are actually incurred the European Union. (b) Subject to the other terms and notified conditions of this Article VII, any Losses that a Buyer Indemnified Person is entitled to recover pursuant to Section 7.2(a)(i) shall be satisfied by reducing the Holdback Reserve Amount that would otherwise be payable to Seller pursuant to Section 4.6 during 2.3. Any Losses that become payable to a Buyer Indemnified Person pursuant to Section 7.2(a) that are not satisfied in accordance with the one-year period commencing on the Closing Datepreceding sentence shall be payable by Seller upon demand, by wire transfer of immediately available funds to an account designated in writing by such Buyer Indemnified Person. (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));

Indemnification by Seller. (a) In addition Seller agrees to all rights and remedies available to Purchaser at Law or in equity, Seller shall indemnify each Purchaser and its Affiliates, stockholders, Affiliates and each of their respective officers, directors, employees, agents, representatives, successors employees and permitted assigns, heirs and estates agents (collectively, the “Indemnified Purchaser Related Parties”) and save from, and hold each of them harmless against against, any and pay on behalf of all actions, suits, proceedings (including any investigations, litigation or reimburse such party as inquiries), demands, and when incurred for any loss, Liability, demand, claim, action, cause causes of action, costand, damagein connection therewith, deficiencyand promptly upon demand, Taxpay or reimburse each of them for all reasonable costs, penaltylosses, fine liabilities, damages, or expense, whether or not arising out expenses of any claims by kind or on behalf of any third partynature whatsoever, including interestincluding, penaltieswithout limitation, the reasonable attorneys’ fees and disbursements of counsel and all other reasonable expenses and ail reasonable amounts paid incurred in investigationconnection with investigating, defense defending or settlement of preparing to defend any such matter that may be incurred by them or asserted against or involve any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, them as a result of, arising out of, or in connection withany way related to the breach of any of the representations, warranties or covenants of Seller contained herein, provided such claim for indemnification relating or incidental to or by virtue of: (i) any misrepresentation or a breach of a representation or warranty (provided that is made prior to the expiration of such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified warranty. Furthermore, Seller agrees that it will indemnify and hold harmless each Purchaser and Purchaser Related Parties from and against any and all claims, demands or liabilities for broker’s, finder’s, placement or other similar fees or commissions incurred by materiality) on Seller or alleged to have been incurred by Seller in connection with the part sale of Seller under this Agreement or any of the Exhibits Purchased Units or Schedules hereto; (ii) any nonfulfillment or breach the consummation of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified transactions contemplated by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Date. (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));

Indemnification by Seller. (a) In addition Subject to all rights the provisions of Sections 7.1(b) and remedies available to Purchaser at Law or in equity7.4 below, Seller Seller, shall indemnify Purchaser and its AffiliatesAffiliates including, without limitation, after the Closing, Company, and each of their respective stockholders, officers, directors, employees, agents, representatives, successors employees and permitted assigns, heirs and estates representatives (collectively, the each a “Indemnified Purchaser PartiesIndemnitee”) and save against, and hold each of them Purchaser Indemnitee harmless against from, any and pay on behalf of or reimburse such party as and when incurred for any all loss, Liability, demand, claim, action, cause of action, cost, damage, deficiencyliability, Taxpayment, penaltyand obligation, fine and all expenses, including without limitation reasonable legal fees (collectively “Losses”), incurred, suffered, sustained or expenserequired to be paid, whether directly or not indirectly, by, or sought to be imposed upon, such Purchaser Indemnitee after the Closing Date resulting from, related to or arising out of any claims by (i) Excluded Liabilities; or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid (ii) inaccuracy in investigation, defense or settlement breach of any of the foregoing (collectivelyrepresentations, “Losses”) which warranties or covenants made by Seller or Company in or pursuant to this Agreement or in any such Indemnified Purchaser Party may sufferagreement, sustain document or become subject to, as a result of, instrument executed and delivered pursuant hereto or in connection withwith the Closing of the transactions contemplated hereunder. For purposes of the calculation of Losses with respect to indemnification hereunder, relating or incidental to or by virtue of: (i) any misrepresentation inaccuracy in or breach of a representation or warranty (provided that shall be deemed to constitute a breach of such misrepresentation representation or breach must be material warranty, notwithstanding any limitation or qualification as to materiality or Material Adverse Effect set forth in the event that the applicable such representation or warranty is as to the scope, accuracy or completeness thereof, it being the intention of the parties that Purchaser and its Affiliates be indemnified and held harmless from and against any and all Losses arising out of or based upon or with respect to the failure of any such representation or warranty to be true, correct and complete in any respect. For the avoidance of doubt, the foregoing sentence shall not qualified defeat the purpose of any qualification as to materiality as it relates to determining whether a breach of a representation or warranty has occurred. (b) No Purchaser Indemnitee shall be entitled to indemnification pursuant to this Section 7.1 in respect of an inaccuracy in or breach of any representation or warranty until such time as the Losses of all Purchaser Indemnitees exceed Four Hundred Thousand Dollars ($400,000) (“Seller’s Basket”) in the aggregate; provided that all claims by materialityPurchaser Indemnitees for indemnification shall accrue in the aggregate until the Losses of all Purchaser Indemnitees exceed the Seller’s Basket, and thereupon Seller shall become obligated to indemnify the Purchaser Indemnitees for the amount by which all such Losses exceed Seller’s Basket. In no event shall the Seller’s indemnification obligations in this Section 7.1 exceed an aggregate of Four Million Dollars ($4,000,000) (“Seller’s Cap”); provided that neither the Seller’s Basket nor the Seller’s Cap shall apply to inaccuracies or breaches of Sections 1.5 (Purchase of Additional Assets), 1.6(a) (Excluded and Additional Liabilities), 2.1 (Organization), 2.2 (Authorization), 2.4 (Capitalization; No Subsidiaries) and 2.17 (Taxes), and provided further that the limit on Seller’s indemnification with respect to Taxes or obligations for defects in such Seller’s title to the part shares of Company Common Stock or Seller’s ability to convey marketable title thereto or of breaches of any covenants of Seller under this Agreement shall be equal to the lesser of (i) the Purchase Price or (ii) actual loss, net of insurance proceeds. The Losses or right of indemnification under Section 7.1(a) for which Purchaser Indemnitees are entitled to recovery shall be reduced by (i) the amount of any insurance proceeds the Purchaser Indemnitees receive with respect to such Losses or right of the Exhibits or Schedules hereto; indemnification and (ii) any nonfulfillment indemnity, contribution or breach other similar payment that Purchaser Indemnitees received from any third party with respect to such Losses or right of indemnification. If Purchaser received any payment from Seller in respect of any covenant Losses pursuant to this Section 7.1 and Purchaser could have recovered all or agreement part of such Losses from a non-affiliated third party (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket“Potential Contributor”) based on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to underlying claim, Purchaser in this Agreement or in the Exhibits and Schedules heretoshall, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior extent permitted by applicable law and any contractual provision, assign such of its rights to proceed against the Closing Date and Potential Contributor as are actually incurred and notified necessary to permit Seller pursuant to Section 4.6 during make a claim for recovery from the one-year period commencing on Potential Contributor the Closing Dateamount of such payment. (bc) In addition Each Purchaser Indemnitee shall promptly give written notice to Seller of the assertion by any Person of any claim, action, suit or proceeding with respect to which Seller are obligated to provide indemnification hereunder; provided, however, that the rights of a Purchaser Indemnitee to be indemnified hereunder shall only be affected by the failure to give such notice if and to the foregoing, extent such failure prejudices Seller in the defense of such third party claim. Amounts due with respect to Losses covered by this Section 7.1 shall be paid promptly after delivery of reasonably documented written notice of the amount of Losses incurred. Seller shall indemnify have the Indemnified right, but not the obligation, to contest, defend or litigate, and to retain counsel of their choice in connection with, any claim, action, suit or proceeding by any third party alleged or asserted against a Purchaser Parties against Losses Indemnitee that is subject to indemnification by Seller hereunder, and the cost and expense thereof shall be subject to the indemnification obligations of Seller hereunder; provided, that each Purchaser Indemnitee shall have the right and option to participate in, but not control, the defense of such action at its own expense, unless the amount of the claim exceeds the remaining available amounts of the amount of the Seller’s Cap, in excess which case Purchaser will be entitled to control the defense of $500,000 in the aggregatesuch action at Seller’s expense; and provided, which further, that, (i) are incurred by the Indemnified if Seller elects not to defend any such action; or (ii) if a Purchaser Party as a direct result of liabilities of the Company which are disclosed Indemnitee shall have defenses not available to Seller and if counsel to Purchaser in this Agreement shall advise that common representation is not appropriate, then such Purchaser Indemnitee shall be entitled, at its option through counsel of its choice, but at Seller’s expense, to assume and control the defense of such action. Neither Seller, on the one hand, nor any Purchaser Indemnitee, on the other hand, shall be entitled to settle or in compromise any such claim, action, suit or proceeding without the Exhibits and Schedules attached hereto (includingprior written consent of such Purchaser Indemnitee or the Seller as the case may be, without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));which consent shall not be unreasonably withheld.

Indemnification by Seller. (a) In addition Subject to all rights the limitations set forth in Sections 7.01 and remedies available to Purchaser at Law or in equity7.04, Seller shall indemnify and hold harmless Purchaser and its Affiliates, stockholders, officers, directors, employees, agents, representatives, successors and permitted assigns, heirs Affiliates and estates (collectivelysuccessors thereof from, the “Indemnified Purchaser Parties”) against, for and save and hold each of them harmless against and pay on behalf of or reimburse such party as and when incurred for any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue respect of: (ia) any misrepresentation and all damages, losses, settlement payments, obligations, liabilities, claims, actions or breach causes of a representation action and encumbrances (collectively, "LOSSES") suffered, sustained, incurred or warranty (provided that such misrepresentation or breach must required to be material in paid by Purchaser and arising from the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any of the Exhibits or Schedules hereto; (ii) any nonfulfillment or breach of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a written representation, warranty, agreement or covenant or agreement on the part of Seller under contained in this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Date.Agreement; (b) In addition to all Excluded Liabilities, including but not limited to, the foregoingExcluded Tax Liabilities, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of and all liabilities of the Company which are disclosed to Purchaser in this Agreement arising from or in connection with the Exhibits maintenance by Seller or any affiliate of Seller of any employee benefit plan (as defined in Section 3(3) of ERISA); (c) all customary costs and Schedules attached hereto expenses (including, without limitation, customary attorneys' fees, interest and penalties) incurred by Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 7.02; and (d) any Losses relating arising from any cleanup or other remediation of or arising from any cleanup, removal, containment or other remediation (collectively, "CLEANUP") required by applicable law or regulation of, or any other damage arising from, any Hazardous Substance, Cleanup or breach of Environmental Law, but only to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));extent that Seller has caused such Losses. THE PROVISIONS OF THIS INDEMNITY SHALL NOT BE THE SOLE REMEDY IN THE CASE OF INTENTIONAL MISREPRESENTATIONS, FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

Indemnification by Seller. It is understood and agreed that Buyer does not assume and shall not be obligated to pay any liabilities of Seller under the terms of this Agreement or otherwise, except for the Assumed Liabilities, and shall not be obligated to perform any obligations of Seller of any kind or manner except for the Assumed Liabilities. Seller hereby agrees to indemnify and hold Buyer, its successors and assigns, harmless from and against: (a) In addition Any and all claims, liabilities and obligations of Seller (other than the Assumed Liabilities) of every kind and description, contingent or otherwise, known or unknown, direct or indirect, matured or unmatured, arising from or related to the operation of the Business prior to or through the Closing Date hereunder, including, without limitation, any and all rights claims, liabilities and remedies available obligations arising or required to Purchaser at Law be performed under any lease, contract or in equityagreement not assumed by Buyer hereunder, Seller shall indemnify Purchaser and its Affiliatesclaims for violation of any statutes, stockholderslaws, officersregulations, directorsrules, employees, agents, representatives, successors and permitted assigns, heirs and estates (collectively, the “Indemnified Purchaser Parties”) and save and hold each ordinances or orders of them harmless against and pay on behalf of or reimburse such party as and when incurred for any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expenseauthority, whether federal, state or not arising out local, tax claims or tax liens, labor relation claims, OSHA related claims, EEOC related claims, employee benefit claims, ERISA related claims, employee claims, environmental, health and safety claims, EPCRA related claims, product warranty, product return and product liability claims for products sold prior to or through the Closing Date, medical, dental and workers' compensation claims, computer software license claims, claims for personal injury, claims for injury to property, claims for breach of any contract, claims for compensatory damages, claims for punitive damages, creditor claims, claims by or lenders, claims on behalf of accounts, claims for unpaid debts, and any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or all claims by virtue of:Seller's shareholders. (ib) Any and all damage or loss incurred by Buyer resulting from Seller's failure to pay federal, state or local taxes; (c) Any and all damage or loss incurred by Buyer resulting from any misrepresentation or breach of a representation warranty by Seller in this Agreement, from any nonfulfillment by Seller of any agreement, covenant or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part obligation of Seller under this Agreement or any of the Exhibits or Schedules hereto; (ii) any nonfulfillment or breach of any covenant or agreement (provided that such nonfulfillment or breach must be material contained in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or (iii) , or from any liabilities of the Company which are not disclosed misrepresentation in or omission from any certificate or other instrument furnished to Purchaser in Buyer pursuant to this Agreement or in connection with any of the Exhibits transactions contemplated hereby; and (d) Any and Schedules heretoall actions, whether suits, proceedings, damages, assessments, judgments, costs and expenses, including reasonable attorneys' fees, incurred by Buyer as a result of Seller's failure or not such non-disclosure constitutes a misrepresentation refusal to compromise or breach of a representation, warranty, covenant or agreement on defend any claim incident to the part of foregoing provisions. Any amounts payable by the Seller under this Agreement or any Section 7.1 shall first be satisfied by resort to the Escrow Funds pursuant to the terms of the Exhibits Escrow Agreement and Schedules hereto, provided that such Losses relate only after the Escrow Funds have been exhausted or distributed in accordance with the Escrow Agreement shall the Seller be obligated to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to make any further payment under this Section 4.6 during the one-year period commencing on the Closing Date7.1. (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));

Indemnification by Seller. (a) In addition From and after the Closing and subject to all rights and remedies available to Purchaser at Law or in equitythe provisions of this Section 9.2, Seller shall indemnify Purchaser indemnify, defend and hold harmless Buyer, its Affiliates, stockholders, Affiliates and their respective officers, directors, employees, agents, partners, shareholders, members, attorneys, accountants, representatives, successors and permitted assigns, heirs and estates each in their capacity as such (collectively, the “Indemnified Purchaser Parties”) and save and hold each of them harmless from, against and pay on behalf of or reimburse such party as and when incurred for any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out in respect of any claims by or on behalf of any third partyand all damages, including losses, liabilities, charges, claims, demands, actions, suits, proceedings, payments, judgments, settlements, interest, penaltiesTaxes, penalties and reasonable out-of-pocket costs and expenses (including fines, penalties and expenses of investigation, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing out-of-pocket disbursements) (collectively, “Losses”) which imposed on, sustained, incurred or suffered by, or asserted against, any such of the Indemnified Purchaser Party may sufferParties, sustain whether in respect of third party claims, claims between the Parties, or become subject otherwise, directly or indirectly relating to, as a result arising out of, in connection withresulting from, relating or incidental based upon, with respect to or by virtue ofreason of the breach of any Indemnified Representation made by Seller. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) the indemnification provided in Section 9.2(a) shall be the sole and exclusive post-Closing remedy available to the Indemnified Parties, as against Seller, its Affiliates or any misrepresentation other Seller Related Person for any Losses arising out of or in connection with any breach or alleged breach of a representation any Indemnified Representation and (ii) the maximum aggregate amount of indemnifiable Losses arising out of or warranty resulting from the causes enumerated in Section 9.2(a) that may be recovered from Seller shall not exceed the amount of the Purchase Price actually received by Seller pursuant to Section 2.5(b)(i) (provided the “Cap” ); provided, that such misrepresentation in no event, shall Seller, the Seller Guarantors and their respective Affiliates have any liability under or breach must be material in connection with this Agreement that in the event that aggregate exceeds the applicable representation or warranty is not qualified by materiality) on Cap, except in the part case of Seller under this Agreement or any fraud of the Exhibits or Schedules hereto;Seller. (ii) no indemnification payment by Seller with respect to any nonfulfillment indemnifiable Losses otherwise payable under Section 9.2(a) shall be payable until such time as all such indemnifiable Losses, made or breach of any covenant or agreement paid under Section 9.2(a) shall aggregate to more than (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities of the Company “Basket Amount”), after which are not disclosed xxxx Xxxxxx shall, subject to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Date. (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which clause (i) are incurred by above, be liable for all indemnifiable Losses, including the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));Basket Amount.

Indemnification by Seller. Without limiting any other rights that the Custodian, the Co-Owners and the Entitled Parties may have hereunder, under an applicable Series Purchase Agreement or Additional Property Agreement or under applicable law, the Seller shall indemnify and hold harmless the Custodian, its officers, directors and employees, the Co-Owners and the Entitled Parties from and against any loss, liability, expense, damage, claim or injury of any kind whatsoever suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Seller or the Custodian, its officers, directors and employees, pursuant to this Agreement, any Series Purchase Agreement or any Additional Property Agreement, including, but not limited to, any judgment, award, settlement, legal fees and disbursements (on a solicitor and his own client basis) and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim resulting from: (a) In addition to all rights and remedies available to Purchaser at Law or in equity, Seller shall indemnify Purchaser and its Affiliates, stockholders, officers, directors, employees, agents, representatives, successors and permitted assigns, heirs and estates (collectively, the “Indemnified Purchaser Parties”) and save and hold each of them harmless against and pay reliance on behalf of or reimburse such party as and when incurred for any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any misrepresentation or breach of a representation or warranty (provided that such misrepresentation or breach must be material made by the Seller in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any of the Exhibits or Schedules hereto; (ii) any nonfulfillment or breach of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement report or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller other document furnished pursuant to Section 4.6 during the one-year period commencing on the Closing Date.hereto which was incorrect in any material respect when made; (b) In addition the failure by the Seller to comply with any Requirements of Law with respect to any Receivable or Accounts, including any failure to render any account in accordance with any Requirements of Law or the applicable Credit Card Agreement or to perform its obligations under any Account or the nonconformity of any Receivable with any Requirements of Law; (c) any product liability claim, claim for taxes exigible on the sale of any service or merchandise, or personal injury or property damage suit or other similar or related claim or action of whatsoever sort arising out of or in connection with any merchandise or services which are the subject of any Receivable or Account of the Seller; and (d) any obligation referred to in Section 2.1(1)(a) or (b); (e) any claims asserted against a Series Account by any of the Seller’s creditors; and (f) any failure of the Seller to perform or observe any of its duties, covenants or obligations hereunder, provided, however, that the Seller shall not indemnify the Custodian, its officers, directors or employees, any Co-Owner or any Entitled Party if such acts, omissions or alleged acts or omissions constitute fraud, gross negligence, breach of fiduciary duty (other than negligent action) or wilful misconduct by the Custodian or its officers, directors or employees and the Seller shall not indemnify the Custodian, the Co-Owners or any Entitled Party for any act taken by the Custodian at the request of any Co-Owner or Entitled Party to the foregoingextent that the Custodian is indemnified by such Co-Owner or Entitled Party with respect to such action, Seller shall indemnify the Indemnified Purchaser Parties against Losses or, unless otherwise specified in excess of $500,000 in the aggregatea Series Purchase Agreement, which for any Canadian federal, provincial, territorial or local income or sales taxes, goods and services taxes or large corporations or capital taxes (ior any interest or penalties with respect thereto) are incurred required to be paid by the Indemnified Purchaser Custodian, any Co-Owner or any Entitled Party arising solely as a direct result of liabilities it earning or otherwise receiving income in performing its obligations hereunder or as a result of the Company which are disclosed satisfying any eligibility criteria specified hereunder in respect thereof. Any right to Purchaser in indemnification under this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to Section 9.3 shall survive the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));this Agreement.

Indemnification by Seller. (a) In addition Subject to all rights and remedies available to Purchaser at Law or the limitations set forth in equitythis ARTICLE X, Seller shall indemnify Purchaser and defend Buyer and its AffiliatesAffiliates (including, following the Closing, the Acquired Company and its Subsidiaries) and their respective stockholders, members, managers, officers, directors, employees, agents, representatives, successors and permitted assigns, heirs and estates assigns (collectively, the “Indemnified Purchaser PartiesBuyer Indemnitees”) against, and save and shall hold each of them harmless against from, any and pay on behalf of or reimburse such all losses, damages, claims (including third party as and when incurred for any lossclaims), Liabilitycharges, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ Taxes, costs and expenses (including legal, consultant, accounting and other professional fees, costs of sampling, testing, investigation, removal, treatment and remediation of contamination and fees and expenses and ail reasonable amounts paid costs incurred in investigation, defense or settlement enforcing rights under this Section 10.2) net of any of the foregoing insurance premiums obtained or to be obtained (collectively, “Losses”) which any such Indemnified Purchaser Party may sufferresulting from, sustain or become subject to, as a result arising out of, or incurred by any Buyer Indemnitee in connection with, relating or incidental to or by virtue ofotherwise with respect to: (i) the failure of any misrepresentation representation and warranty or breach of a representation or warranty (provided that such misrepresentation or breach must be material other statement by Seller contained in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or in any certificate to be furnished to Buyer at the Closing, to be true and correct in all respects as of the Exhibits date of this Agreement or Schedules heretoas of the Closing Date; (ii) any nonfulfillment or breach of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under contained in this Agreement; or; (iii) any liabilities fees, expenses or other payments incurred or owed by Seller, the Acquired Company or any of its Subsidiaries to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the Company which are not disclosed to Purchaser transactions contemplated by this Agreement; (iv) [reserved]; (v) any Pre-Closing Environmental Liabilities and any Environmental Action arising out of or in connection therewith if the Loss arises within two years following the Closing; (vi) the matters set forth on Schedule 10.2(a)(vi); and (vii) all other items provided in this Agreement to be at the cost, expense or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach liability of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing DateSeller. (b) In addition to the foregoing, Seller shall indemnify not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) with respect to Losses not arising under Section 3.21 (Environmental) (“Generic Buyer Warranty Losses”) (i) unless and until the Indemnified Purchaser Parties against aggregate amount of all Generic Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $25,000, in which event Seller shall only be liable for such Generic Buyer Warranty Losses in excess of such amount, and (ii) to the extent that Generic Buyer Warranty Losses exceed $500,000 1,000,000 in the aggregate, which . (c) Seller shall not be liable for any Environmental Losses (i) are unless and until the aggregate amount of all such Environmental Losses incurred by the Indemnified Purchaser Party as a direct result Buyer Indemnitees exceeds $150,000, in which event Seller shall only be liable for fifty percent (50%) of liabilities all Environmental Losses incurred by the Buyer Indemnitees in excess of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits such amount, and Schedules attached hereto (including, without limitation, Losses relating ii) to the termination extent that Environmental Losses exceed $5,150,000. For purposes of current employees this Agreement, “Environmental Losses” means any Loss or Losses pursuant to any of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(ex) Section 10.2(a)(i) arising under Section 3.21 (Environmental), (y) and the litigation matter identified in Schedule 2.19(aSection 10.2(a)(v) or (the “Lokau Litigation”));z) Section 10.7.

Indemnification by Seller. (a) In addition to all rights and remedies available to Purchaser at Law or in equitySeller, Seller shall indemnify Purchaser and its Affiliates, stockholdersassigns and successor’s in interest agree to indemnify and defend Buyer, its officers, directors, employeesshareholders, agents, representatives, successors agents and permitted assigns, heirs and estates each of its Affiliates (collectively, the “Buyer Indemnified Purchaser Parties”) against, and save agree to hold it and hold each of them harmless against and pay from, any Losses incurred or suffered by any of the Buyer Indemnified Parties relating to or arising out of any of the following: (a) any breach of, or inaccuracy in, any representation or warranty made by Seller pursuant to this Agreement or any certificate, document, writing or instrument delivered by Seller pursuant to this Agreement; (b) any breach of or failure by Seller to perform any covenant or obligation of Seller set out in this Agreement; (c) any alleged, contingent or absolute debt, claim, obligation or other liability of Seller other than the Assumed Liabilities; (d) any past, present or future claim by, on behalf of or reimburse with respect to, and any obligation or liability or loss relating to, current or former employees of Seller arising from or related to their employment with Seller prior to the Closing Date, including, without limitation, termination of their employment with Seller, any claim for unfair labor practices or any obligation with respect to any employee benefit plan; (e) any and all Taxes of Seller arising or relating to periods prior to Closing; or (f) any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Seller (or any Person acting on their behalf) in connection with the acquisition contemplated herein. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Seller to satisfy the Excluded Liabilities under Section 2.3 and any claims made pursuant to Section 2.4, Seller shall have no indemnification obligation to Buyer under Section 10.2: (i) with respect to any claim of which Buyer gives notice to Seller later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.2 for claims for the failure of Seller to satisfy the Excluded Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be a $7,500 minimum threshold. In no event shall Seller’s indemnification obligation under Section 10.2 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party as and when incurred for to the extent of (i) any losstax savings realized by such party with respect thereto, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of (ii) any claims after-tax proceeds received by or on behalf of such party from any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of but not limited to any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any misrepresentation or breach of a representation or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any of the Exhibits or Schedules hereto; (ii) any nonfulfillment or breach of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Dateinsurance carrier. (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));

Indemnification by Seller. (a) In addition to all rights and remedies available to Purchaser at Law or in equity, Seller shall indemnify Purchaser indemnify, defend and hold harmless Buyer and its Affiliates, stockholders, Affiliates and its and their respective officers, directors, employees, agents, representatives, successors agents and permitted assigns, heirs and estates representatives (collectively, the “Indemnified Purchaser PartiesBuyer Indemnitees”) from and save against any and hold each of them harmless against and pay on behalf of all Adverse Consequences suffered or reimburse such party as and when incurred for by any lossBuyer Indemnitee resulting from, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or caused by virtue of: (i) any misrepresentation breach or breach inaccuracy of a any representation or warranty (provided that such misrepresentation made in Article 3 or breach must be material in the event that the applicable any representation or warranty is not qualified made by materialitya Seller Entity or an Acquired Company (on or before the Closing Date) on the part of Seller under in any certificate delivered in connection with this Agreement or any of the Exhibits or Schedules hereto; Agreement, (ii) any nonfulfillment breach of any Pre-Closing Covenant by any Seller Entity or Acquired Company, (iii) any breach of any covenant or agreement of a Seller Entity or an Acquired Company (provided that such nonfulfillment or breach must be material in before the event that the applicable covenant or agreement is not qualified by materiality or a basketClosing Date) on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser contained in this Agreement (other than the Pre-Closing Covenants) or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Date(iv) Company Indemnified Taxes. (b) In addition Seller shall indemnify, defend and hold harmless the Buyer Indemnitees from and against, and shall reimburse all Buyer Indemnitees for, any and all Adverse Consequences suffered by or incurred by any Buyer Indemnitee resulting from, arising out of, relating to or caused by any Excluded Asset, Retained Liability or Acquired Company Retained Liability. (c) Seller shall indemnify, defend and hold harmless the Buyer Indemnitees from and against, and shall reimburse all Buyer Indemnitees for, any and all Adverse Consequences suffered by or incurred by any Buyer Indemnitee resulting from, arising out of, relating to or caused by any matter described in or set forth on Schedule 7.2(c), subject to the foregoing, limitations set forth on said Schedule 7.2(c) (and without regard to the fact that any item referred to Schedule 7.2(c) may be disclosed in the Disclosure Schedule or any documents included or referred to therein or otherwise known to the Buyer or any of their Affiliates as of the Closing). (d) Seller shall indemnify indemnify, defend and hold harmless the Indemnified Purchaser Parties against Losses Buyer Indemnitees from and against, and shall reimburse all Buyer Indemnitees for, any and all Adverse Consequences suffered by or incurred by any Buyer Indemnitee resulting from or caused by any matter described in excess of $500,000 or set forth on Schedule 4.13 and not completed by Seller prior to the Closing (and without regard to the fact that any item referred to Schedule 4.13 may be disclosed in the aggregateDisclosure Schedule or any documents included or referred to therein or otherwise known to the Buyer or any of their Affiliates as of the Closing). (e) Seller shall indemnify, which (i) are defend and hold harmless the Buyer Indemnitees from and against, and shall reimburse all Buyer Indemnitees for, any and all Adverse Consequences suffered by or incurred by any Buyer Indemnitee resulting from or caused by any matter described in or set forth on Schedule 7.2(e) (and without regard to the Indemnified Purchaser Party fact that any item referred to Schedule 7.2(e) may be disclosed in the Disclosure Schedule or any documents included or referred to therein or otherwise known to the Buyer or any of their Affiliates as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(eClosing)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));.

Indemnification by Seller. Seller, except for any prior knowledge obtained by Buyer as a result of any inspection or investigation on the part of Buyer prior to the date of this Agreement and except as otherwise provided in this Agreement, hereby agrees to indemnify and hold harmless the Buyer against and in respect of any loss, claim, liability, deficiency, obligation, fines, penalties, costs, expenses (including costs of investigation and - 29 - defense and reasonable fees and costs of attorneys) and damages (collectively "Liabilities") arising, directly or indirectly, from or in connection with any of the following: (a) In addition to all rights and remedies available to Purchaser at Law or in equity, Seller shall indemnify Purchaser and its Affiliates, stockholders, officers, directors, employees, agents, representatives, successors and permitted assigns, heirs and estates (collectively, the “Indemnified Purchaser Parties”) and save and hold each of them harmless against and pay on behalf of or reimburse such party as and when incurred for any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any misrepresentation or breach of a representation or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) this Agreement on the part of Seller under this Agreement Seller, or any of the Exhibits or Schedules hereto; (ii) any nonfulfillment breach or breach non-fulfillment of any agreement or covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) this Agreement on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Date.Seller; (b) In addition any Liabilities which may be suffered by or asserted against the Buyer or the Purchased Assets arising at any time in connection with Seller's ownership or operation of the Purchased Assets or the Stores prior to the Effective Time for each Store; (c) all Liabilities of Seller (including but not limited to product liability claims arising out of sales made by Seller prior to the Effective Time for each Store), or claims against Seller or against Buyer (to the extent the same arises out of Seller's performance of, or failure to perform, the transactions contemplated by this Agreement), of every kind and description, regardless of how and when the same may have arisen, including but not limited to the Excluded Obligations, except for the liabilities and obligations which are Assumed Obligations; (d) all claims against, or claims of any interest in, or of a lien upon, any or all of the Purchased Assets to be transferred hereunder by Seller to Buyer, which arise in connection with events, acts, omissions, or circumstances occurring or existing prior to the Effective Time for each Store (other than Permitted Encumbrances); and (e) all actions, suits, proceedings, demands, assessments, judgments, attorneys' fees, costs and expenses incident to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));.

Indemnification by Seller. Subject to the terms hereof, irrespective of any investigation (including any environmental investigation or assessment or any due diligence review or investigation) conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with any representation, warranty, covenant or obligation of Seller in this Agreement, Seller agrees to defend, indemnify and hold Parent, Purchaser and their directors, officers, Affiliates and Representatives (the "Purchaser Indemnified Parties") harmless from and against any claim, liability, expense, loss or other damage (including reasonable attorneys' fees and expenses) (collectively, "Claims") asserted against, imposed upon or incurred by any Purchaser Indemnified Party by reason of, resulting from or arising out of: (a) In addition to all rights any breach by Seller of any representation or warranty made by Seller in Section 4 of this Agreement or in the Cedarburg Lease or any other any document executed and remedies available delivered by or on behalf Seller to Purchaser at Law Closing with respect to the transactions contemplated by this Agreement; (b) any breach or non-performance by Seller of any covenant or agreement made by Seller in this Agreement or in equity, Seller shall indemnify Purchaser the Cedarburg Lease or any other document executed and its Affiliates, stockholders, officers, directors, employees, agents, representatives, successors and permitted assigns, heirs and estates (collectively, the “Indemnified Purchaser Parties”) and save and hold each of them harmless against and pay on behalf of or reimburse such party as and when incurred for any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any claims delivered by or on behalf of Seller to Purchaser at Closing with respect to the transactions contemplated by this Agreement; (c) failure to comply with any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid bulk sale statutes applicable to the transactions contemplated by this Agreement; (d) any Plan liabilities of Seller or any other benefit liabilities of Seller or any Affiliate of Seller (other than any such Plan or other benefit liabilities included in investigation, defense the Assumed Liabilities); (e) any injury or settlement damage alleged to have been caused by or the result of any product sold, distributed or otherwise placed in the stream of commerce by or on behalf of Seller in the foregoing Business on or prior to the Closing, or manufactured by or on behalf of Seller in the Business on or prior to the Closing, but not including any Claims solely for product repair or product replacement that arise under, and are made pursuant to and consistent with, the terms of Seller's standard outstanding warranty obligations, which terms are specifically identified on Schedule 4.17 (collectively, “Losses”) the "Product Liability Claims"). For purposes of clarification, if a Claim is made by a third party solely for product repair or replacement arising under and made pursuant to and consistent with, the terms of Seller's standard outstanding warranty obligations (a "Warranty Claim"), Seller shall have no obligation to indemnify the Purchaser Indemnified Parties for such Warranty Claim pursuant to this Section 7.1(e). However, if a third party pursues two claims, one of which any such Indemnified Purchaser Party may sufferis a Warranty Claim, sustain or become subject to, and the other of which is brought as a result ofof injury or damage alleged to have been caused by or as the result of a product sold, manufactured, distributed or otherwise placed in connection withthe stream of commerce by or on behalf of Seller in the Business on or prior to the Closing, relating Seller shall have no obligation to indemnify the Purchaser Indemnified Parties for the Warranty Claim pursuant to this Section 7.1(e), however Seller shall indemnify the Purchaser Indemnified Parties for the Claim brought as a result of injury or incidental damage alleged to have been caused by or as the result of a product sold, manufactured, distributed or otherwise placed in the stream of commerce by virtue ofor on behalf of Seller in the Business on or prior to the Closing pursuant to this Section 7.1(e); (f) each of the following matters: (i) any misrepresentation violation of or breach of a representation or warranty (provided that such misrepresentation or breach must be material in non-compliance with any Environmental Law by Seller with respect to the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any operation of the Exhibits Business occurring before or Schedules heretoexisting as of the Closing Date; (ii) any nonfulfillment generation, treatment, storage, transport, management, use, handling, disposal, leakage, spill or breach release of any covenant Hazardous Material on, under or agreement (provided that such nonfulfillment from the Real Property on or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; orbefore Closing; (iii) any liabilities disposal or arrangement for disposal of any Hazardous Material from the Company Real Property directly or indirectly arranged for by or on behalf of Seller on or before the Closing Date; (iv) any Recognized Environmental Condition (as defined in ASTM E1527-00, Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process) or any Hazardous Materials which are not disclosed to Purchaser in existed on or before the Closing Date on the Real Property; (v) any PCB Contamination (and for purposes of this Agreement or Section 7.1(f)(v), there shall be a rebuttable presumption that any PCB Contamination that was present in the Exhibits and Schedules heretoenvironment at, whether on or not such non-disclosure constitutes a misrepresentation emanating from the Real Property or breach of a representation, warranty, covenant present in any equipment or agreement on machinery included in the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period Acquired Assets located thereon was present prior to the Closing Date); (vi) any failure of Seller to comply with the AOC or with Seller's covenants under Section 5.12 of this Agreement; (vii) any bodily injury (including illness, disability and death, regardless of when any such bodily injury occurred, was incurred or manifested itself), personal injury, property damage (including trespass, nuisance, diminution in property value, wrongful eviction and deprivation of the use of real property) or other damage of or to any Person, property (real or personal) or any Acquired Assets arising from or related to any Hazardous Material that was (A) present on or before the Closing Date on or at the Real Property (or present on any other property, if such Hazardous Material emanated from any Real Property and are actually incurred and notified was present on any Real Property, on or prior to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Date.) or (B) released by any Person on or at any Real Property or any Acquired Assets at any time on or prior to the Closing Date; (bviii) In addition any and all necessary and reasonable costs and expenses, including costs of environmental studies, field investigations, remedial design and work and any and all necessary remediation related to the foregoing, matters set forth in clauses (i) through (vii) of this Section 7.1(f); and (ix) any entry by Seller shall indemnify or its Representatives onto any affected Real Property in connection with the Indemnified performance of any Work under Section 7.4(j) of this Agreement; (g) any brokerage or finders' fees arising out of the transaction contemplated hereby owing to any party engaged by Seller; (h) any Tax liability of Seller that is not included in the Assumed Liabilities or that is not the responsibility of Parent or Purchaser Parties against Losses under Section 2.5 above; (i) any sale-success fees payable to any employees of Seller in connection with the closing of the transaction contemplated by this Agreement in excess of $500,000 160,000 in the aggregate, which ; (i) any recall by a third party of a product of such third party which utilizes a product of Seller sold, distributed or otherwise placed in the stream of commerce by or on behalf of Seller in the Business on or prior to the Closing, or manufactured by or on behalf of Seller in the Business on or prior to the Closing, for purposes of repair or replacement of such product of Seller (a "Product Recall"), but excluding any Claims with respect to the Product Recall to the extent that they are incurred solely for product repair or product replacement that arise under, and are made pursuant to and consistent with, the terms of Seller's standard outstanding warranty obligations, and (ii) any Claims solely for product repair or product replacement of any product of Seller sold, distributed or otherwise placed in the stream of commerce by or on behalf of Seller in the Indemnified Purchaser Party as a direct result Business on or prior to the Closing, or manufactured by or on behalf of liabilities Seller in the Business on or prior to the Closing in excess of the Company which are disclosed amount reflected on, accrued for or reserved against in the Final Closing Working Capital Statement, regardless of whether such Claims arise under Seller's standard outstanding warranty obligations; and (k) the enforcement of the indemnification rights under this Section 7. Seller's obligation to defend, indemnify and hold the Purchaser Indemnified Parties harmless from and against any Claims pursuant to Sections 7.1(b)-(k) is made notwithstanding, and shall not be affected or diminished in any way by, any disclosure contained in or on this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));Schedules.

Indemnification by Seller. (a) In addition to From and after the Closing Date, SELLER shall indemnify, hold harmless, and defend BUYER from and against all rights losses and remedies available to Purchaser at Law or in equityliabilities, Seller shall indemnify Purchaser including reasonable attorneys' fees and its Affiliatesexpenses, stockholders, officers, directors, employees, agents, representatives, successors and permitted assigns, heirs and estates (collectively, the “Indemnified Purchaser Parties”) and save and hold each of them harmless against and pay on behalf of or reimburse such party as and when incurred for any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any claims by actions, suits, or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any misrepresentation or breach of a representation or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any of the Exhibits or Schedules hereto; (ii) any nonfulfillment or breach of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period proceedings commenced prior to the Closing Date and are actually incurred and notified (other than proceedings to Seller pursuant prevent or limit the consummation of the Acquisition) relating to operations at the Offices and/or the Deposit Liabilities of the Offices. The obligations of SELLER under this Section 4.6 during the one-year period commencing on the Closing Date. (b) In addition to the foregoing, Seller 8.03 shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which be contingent upon BUYER giving SELLER written notice (i) are incurred of receipt by the Indemnified Purchaser Party as a direct result BUYER of liabilities any process and/or pleadings in or relating to any actions, suits, or proceedings of the Company which are disclosed to Purchaser kinds described in this Agreement Section 8.03, including copies thereof, and (ii) of the assertion of any claim or in the Exhibits and Schedules attached hereto (including, without limitation, Losses demand relating to the termination of current employees operation of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)Offices and/or the Deposit Liabilities or Office Loans prior to the Closing, including, to the extent known to BUYER, the identity of the person(s) or entity(ies) asserting such claim or making such demand and the litigation matter identified nature thereof, and including copies of any correspondence or other writings relating thereto. The rights of BUYER under this section shall not apply to any suits, judgments, demands, set-offs, or other claims arising directly or indirectly in Schedule 2.19(a) (conjunction with the “Lokau Litigation”));Office Loans or other Assets transferred in accordance with this Agreement except claims for personal injury arising from injuries occurring at the Offices prior to the Closing. All notices required by the 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, subject to the provisions of Section 8.05 hereof, 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 and to prosecute any available appeals or reviews of any adverse judgment or ruling that may be entered therein. The covenants and obligations of SELLER hereunder shall survive the Closing.

Indemnification by Seller. (a) In addition to all rights From and remedies available to Purchaser at Law or in equityafter the Closing Date, Seller agrees to and shall indemnify Purchaser and its Affiliatesindemnify, stockholders, officers, directors, employees, agents, representatives, successors and permitted assigns, heirs and estates (collectively, the “Indemnified Purchaser Parties”) and save defend and hold each of them harmless Buyer harmless, and shall reimburse Buyer for and against any and pay on behalf of all actions, losses, expenses, damages, liabilities, taxes, penalties or reimburse such party as assessments, judgments and when incurred for any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine costs (including reasonable legal expenses related thereto) resulting from or expense, whether or not arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (ia) Any breach by Seller of any misrepresentation or breach of a representation representation, or warranty (provided that such misrepresentation or breach must be material contained in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any of the Exhibits or Schedules hereto; (ii) any nonfulfillment or breach of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or (iii) , any liabilities of the Company which are not disclosed to Purchaser in this Ancillary Agreement or in any certificate, exhibit, schedule, or other document furnished to or to be furnished pursuant hereto or in connection with the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Date.transactions contemplated hereby; (b) In addition to the foregoingAny non-fulfillment or breach by Seller of any covenant, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregateagreement, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser term or condition contained in this Agreement, any Ancillary Agreement or in any certificate, exhibit, schedule, or other document furnished or to be furnished pursuant hereto or in connection with the Exhibits and Schedules attached hereto transactions contemplated hereby; (c) Any material inaccuracy in any covenant, representation, agreement or warranty by Seller including all material statements or figures contained in the Financial Statements heretofore furnished to Buyer; and (d) Any liabilities of any kind or nature, absolute or contingent not assumed by Buyer including, without limitation, Losses any liabilities relating to or arising from the business and operation of the Station by Seller prior to the Closing Date. Notwithstanding any other provision contained herein, Seller shall be solely responsible for any fine or forfeiture imposed by the Commission relating to the termination of current employees operation of the Company (who with their respective estimated termination Station prior to the Closing Date. Anything in this Section 9.1 to the contrary notwithstanding, Buyer shall be entitled to indemnity amounts are referenced in Schedule 2.12(e)) and only to the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));extent that all damages exceed an aggregate of $25,000.

Indemnification by Seller. (a) In addition Subject to all rights the terms and remedies available to Purchaser at Law or in equityconditions of this Article 6, Seller shall indemnify Purchaser and its Affiliatesagrees to indemnify, stockholders, officers, directors, employees, agents, representatives, successors and permitted assigns, heirs and estates (collectively, the “Indemnified Purchaser Parties”) and save defend and hold each harmless Purchaser from, against, for and in respect of them harmless against any and pay on behalf of all Losses asserted against, relating to, imposed upon or reimburse such party as and when incurred for any lossby Purchaser by reason of, Liabilityresulting from, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine based upon or expense, whether or not arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing following (collectively, “Indemnifiable Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of:): (i) the breach, inaccuracy, untruth or incompleteness of any misrepresentation or breach of a representation or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under contained in or made pursuant to this Agreement or any of the Exhibits agreement, certificate, schedule or Schedules heretoexhibit delivered by Seller in connection with this Agreement; (ii) the breach or nonperformance of any nonfulfillment covenant or agreement of Seller contained in or made pursuant to this Agreement or any agreements executed in connection herewith of the Ancillary Agreements; (iii) any liability for Transaction Taxes; (iv) all Excluded Liabilities; or (v) operations of the Business prior to the date hereof. (b) Nothing contained in this Article 6 shall limit in any manner any remedy at law or in equity to which Purchaser shall be entitled against Seller as a result of fraud or intentional misrepresentation by Seller, or any of its respective representatives or agents. The provisions of Section 6.3(a) above shall not limit, in any manner, Seller’s obligation to indemnify Purchaser for any breach of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities of to be performed by Seller following the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules heretodate hereof, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Date. (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Seller’s obligation to perform and discharge all Excluded Liabilities and Seller’s obligations arising out of agreements executed in connection herewith. (c) Claims Offset. Purchaser may in good faith offset any Losses relating for which it in good faith is seeking indemnification hereunder against the principal amount of the Holdback Note and/or the amount of any Earnout Amount payable; provided, however, that Purchaser shall be liable for any amounts so offset to the termination of current employees of the Company (who with their respective estimated termination indemnity extent such amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));finally determined not to be Indemnifiable Losses.

Indemnification by Seller. (a) In addition Seller hereby agrees to all rights indemnify, defend and remedies available to Purchaser at Law or in equity, Seller shall indemnify hold harmless Purchaser and its Affiliates, stockholders, each of their respective officers, directors, stockholders, partners, members, employees, agents, representatives, successors agents and permitted assigns, heirs and estates affiliates (collectively, the “Purchaser Indemnified Purchaser PartiesPersons”) from and save and hold each of them harmless against and pay on behalf of or reimburse such party as and when incurred for any losslosses, Liabilityliabilities, demandclaims, claimobligations, actiondamages (including, cause without limitation, diminution in value), strict liability, Environmental Responsibility, fines, penalties, assessments, deficiencies, actions, causes of action, costarbitrations, damageproceedings, deficiencyremediations, Taxjudgments, penaltysettlements, fine violations or expensealleged violations of law, whether or not arising out of any claims by or on behalf of any third partycosts and expenses (including, including interest, penaltieswithout limitation, reasonable attorneys’ fees and all other expenses and ail reasonable amounts paid incurred in investigationinvestigating, defense preparing, or settlement of defending any of the foregoing litigation or proceeding, commenced or threatened) (collectively, “LossesPurchaser Damages”) which any such Indemnified Purchaser Party may suffer, sustain arising out of or become subject to, as a result of, in connection with, relating or incidental to or by virtue ofresulting from: (ia) any misrepresentation or breach of a any representation or warranty (provided that such misrepresentation Seller has made in this Agreement, the Related Documents or breach must be material in the event that the applicable representation any other certificate or warranty is not qualified by materiality) on the part of document Seller under has delivered pursuant to this Agreement or any of the Exhibits or Schedules heretoAgreement; (iib) any nonfulfillment or breach by Seller of any covenant of its covenants or agreement (provided that such nonfulfillment or breach must be material obligations in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or, the Related Documents or in any agreement or other document executed or delivered pursuant to this Agreement; (iiic) the operation or ownership of, or conditions existing, arising or occurring with respect to, the Assets or any liabilities of the Company which are not disclosed to Purchaser in this Agreement Business Facility while occupied by or in the Exhibits possession of Seller (directly or indirectly) on or prior to the Closing Date, except for the Assumed Liabilities; (d) any claims, debts, liabilities, or obligations relating to the Assets or the operation of the Business, whether accrued, absolute, contingent, or otherwise, due, accrued or arising on or prior to the Closing Date, except for the Assumed Liabilities; (e) non-compliance with the provisions of the bulk sales or bulk transfer laws of any jurisdiction, to the extent applicable to the transactions contemplated hereby; (f) except as specifically provided in Section 6.06, (i) the employment or other engagement of any type by Seller of any employee, agent or other representative, and Schedules hereto(ii) the termination of employment or other engagement by Seller of any employee, agent or other representative of Seller, whether or not such non-disclosure constitutes employee, agent or other representative is hired or otherwise engaged by Purchaser or one of their affiliates, and whether or not arising under a misrepresentation Seller Plan or breach applicable law; (g) any claim by any person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made or alleged to have been made by any such person with Seller or its Affiliates in connection with the transactions contemplated by this Agreement; and (h) any allegation by a third party of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Date. (b) In addition to the foregoing, . Seller shall indemnify the Purchaser Indemnified Persons for any Purchaser Parties against Losses in excess of $500,000 in the aggregateDamages giving rise to such indemnification, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities whether arising out of the Company which are disclosed to Purchaser in this Agreement strict liability or in the Exhibits and Schedules attached hereto (negligence of any party or otherwise, including, without limitation, Losses relating to the termination sole negligence or strict liability of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));Purchaser Indemnified Persons, whether such negligence be sole, joint or concurrent, active or passive, simple or gross.

Indemnification by Seller. (a) In addition Seller agrees to all rights and remedies available to Purchaser at Law or in equity, Seller shall indemnify each Purchaser and its Affiliates, stockholders, officers, directors, employees, agents, representatives, successors Affiliates and permitted assigns, heirs and estates each of their respective Representatives (collectively, the “Indemnified Purchaser Related Parties”) and save ), from, and hold each of them harmless against any and pay on behalf of all actions, suits, proceedings (including any investigations, litigation or reimburse such party as inquiries), demands, and when incurred for any loss, Liability, demand, claim, action, cause causes of action, costand, damagein connection therewith, deficiencyand promptly upon demand, Taxpay or reimburse each of them for all reasonable costs, penaltylosses, fine liabilities, damages, or expense, whether or not arising out expenses of any claims by kind or on behalf of any third partynature whatsoever, including interestincluding, penaltieswithout limitation, the reasonable attorneys’ fees and disbursements of counsel and all other reasonable expenses and ail reasonable amounts paid incurred in investigationconnection with investigating, defense defending or settlement of preparing to defend any such matter that may be incurred by them or asserted against or involve any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, them as a result of, arising out of, or in connection withany way related to the breach of any of the representations, warranties or covenants of Seller contained herein, provided such claim for indemnification relating or incidental to or by virtue of: (i) any misrepresentation or a breach of a representation or warranty (provided that is made prior to the expiration of such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified warranty. Furthermore, Seller agrees that it will indemnify and hold harmless each Purchaser and Purchaser Related Parties from and against any and all claims, demands or liabilities for broker’s, finder’s, placement or other similar fees or commissions incurred by materiality) on Seller or alleged to have been incurred by Seller in connection with the part sale of Seller under this Agreement or any of the Exhibits Purchased Units or Schedules hereto; (ii) any nonfulfillment or breach the consummation of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified transactions contemplated by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Date. (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));

Indemnification by Seller. Seller hereby agrees to defend, indemnify and hold Purchaser and its Affiliates harmless from, against and in respect of (and shall on demand reimburse Purchaser for): (a) In addition to Any and all rights losses, costs, expenses (including without limitation, reasonable attorneys fees and remedies available to Purchaser at Law or in equitydisbursements of counsel), Seller shall indemnify Purchaser and its AffiliatesLiabilities, stockholdersdamages, officersfines, directorspenalties, employeescharges, agentsassessments, representativesjudgments, successors and permitted assignssettlements, heirs and estates (collectivelyclaims, the “Indemnified Purchaser Parties”) and save and hold each of them harmless against and pay on behalf of or reimburse such party as and when incurred for any loss, Liability, demand, claim, action, cause causes of action, costProceedings, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out Orders and other obligations of any claims by kind or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees nature (individually a “Loss” and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, collectively “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result ofarising from, in connection with, relating or incidental to suffered or incurred by virtue of: Purchaser (i) by reason of any misrepresentation or untrue representation, breach of a warranty or non-fulfillment of any covenant or other agreement by Seller contained herein or in any certificate, document or instrument delivered to Purchaser pursuant hereto or in connection herewith, or (ii) which would not have been suffered or incurred if such representation or warranty were true and not breached or if such covenant or other agreement were fully performed; (provided that such misrepresentation b) Any and all Losses suffered or breach must be material incurred by Purchaser by reason of or in connection with any claim for a finder’s fee or brokerage or other commission arising by reason of any services alleged to have been rendered to or at the event that the applicable representation or warranty is not qualified by materiality) on the part instance of Seller under or any Stockholder with respect to this Agreement or any of the Exhibits or Schedules heretotransactions contemplated hereby; (iic) Any and all Losses incurred in connection with or that arises from any nonfulfillment claim or breach Proceeding by any former shareholder of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; orSeller; (iiid) any liabilities of the Company which are not disclosed Any and all Proceedings, Orders, claims, demands, assessments, judgments, costs and expenses, including, without limitation, legal fees and expenses, incident to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules heretoforegoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Date. (b) In addition to or in enforcing this indemnity. Notwithstanding the foregoing, neither Seller or the Stockholders shall indemnify be liable to Purchaser for any breaches of representations or warranties (i) if the Indemnified aggregate amount of all the Losses of Purchaser Parties against based thereon or resulting therefrom is less than $100,000 (the “Liability Exception”); PROVIDED, HOWEVER, that such Liability Exception shall not apply to or include any Losses in excess of $500,000 100,000 in the aggregate or those in respect of misrepresentations or breaches of warranty contained in Section 5.4, hereof, as to which Seller is liable in full hereunder, or (ii) for any amount that exceeds, in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in Escrow Amount under this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating but only to the termination extent of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(esuch excess)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));.

Indemnification by Seller. (a) In addition As an inducement to all rights Buyer to enter into this Agreement and remedies available to Purchaser at Law or the Related Documents, and acknowledging that Buyer is relying on the indemnification provided in equitythis Section 7 in entering into this Agreement and the Related Documents, Seller shall indemnify Purchaser and Parent, jointly and severally, agree, to indemnify, defend and hold harmless Buyer and its Affiliatesaffiliates, stockholdersparent corporation and subsidiaries, and their respective employees, officers, directors, employeesrepresentatives, agents, representativescounsel, successors and permitted assigns, heirs and estates assigns (collectively, "Buyer Affiliates"), from and against any claims, losses, liability, obligations, lawsuits, judgments, settlements, governmental investigations, deficiencies, damages, costs or expenses of whatever nature, whether known or unknown, accrued, absolute, contingent or otherwise including, without limitation, interest, penalties, attorneys' fees, costs of investigation and all amounts paid in defense or settlement of the “Indemnified Purchaser Parties”) foregoing, reduced by and save to the extent of any insurance proceeds received with respect to any of the foregoing (collectively "Claims and hold each of them harmless against and pay on behalf Losses"), suffered or incurred by Buyer or Buyer Affiliates as a result of or reimburse such party as in connection with the following: (i) any and when incurred for all debts, liabilities and obligations of Seller or related to the Assets (other than the Assumed Liabilities), whether known or unknown, accrued, absolute, contingent or otherwise, arising out of or relating to the business and operations of Seller or related to the Assets prior to or on the Closing Date or which arise after the Closing Date but which are based upon or arise out of any lossact, Liabilitytransaction, demandcircumstance, claim, action, cause state of action, cost, damage, deficiency, Tax, penalty, fine facts or expenseother condition which occurred or existed on or before the Closing Date, whether or not then known, accrued, due or payable; (ii) a breach of any obligation, representation, warranty, covenant or agreement of Seller or Parent in this Agreement or any Related Document, or because any representation or warranty by Seller and Parent contained in this Agreement or any Related Document, in any document furnished or required to be furnished pursuant to this Agreement by Seller or Parent to Buyer or any of its representatives, or any documents furnished to Buyer in connection with the Closing hereunder, shall be false; (iii) any litigation arising out of any claims by or based upon events or operative facts occurring prior to or on behalf of any third partythe Closing Date, in connection with the Seller or the Assets, whether or not disclosed on the Disclosure Schedule, including interestclaims, penaltieswithout limitation, made by employees or former employees of Seller or Parent; (iv) any and all claims, including legal, administrative or creditor claims or actions, in connection with the Seller or the Assets or the transfer of Assets hereunder, if any fact material to any such claim or cause of action pleaded or stated there occurred prior to or on the Closing Date; and (v) costs and expenses (including reasonable attorneys’ fees and expenses and ail reasonable amounts paid ' fees) incurred by Buyer in investigationconnection with any demand, defense action, suit, proceeding, demand, assessment or settlement of judgment incident to any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any misrepresentation or breach of a representation or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any of the Exhibits or Schedules hereto; (ii) any nonfulfillment or breach of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Date"Buyer's Damages"). (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));

Indemnification by Seller. (a) In addition Seller covenants and agrees to all rights indemnify, defend, protect and remedies available to Purchaser at Law or in equity, Seller shall indemnify Purchaser hold harmless Buyer and its Affiliates, stockholders, officers, directors, employees, agentsstockholders, representativesassigns, successors and permitted assignsAffiliates (individually, heirs a “Buyer Indemnified Party” and estates (collectively, the “Buyer Indemnified Purchaser Parties”) and save and hold each of them harmless from, against and pay on behalf of or reimburse such party as and when incurred for any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue respect of: (i) all Losses suffered, sustained, incurred or paid by any misrepresentation Buyer Indemnified Party in connection with, resulting from or arising out of or relating to, directly or indirectly: Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Exchange Act of 1934, as amended. (A) any breach of a any representation or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under set forth in this Agreement or any certificate, document or instrument delivered by or on behalf of the Exhibits or Schedules heretoSeller in connection herewith; (iiB) any nonfulfillment or breach of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules heretocovenant, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant obligation or agreement on the part of Seller under in this Agreement or any certificate, document or instrument delivered by or on behalf of the Exhibits and Schedules hereto, provided that such Losses relate Seller in connection herewith; (C) claims or causes of actions (including but not limited to for injuries or death of persons or damage to property) relating in any way to the period Acquired Assets arising prior to the Closing, including but not limited to claims or causes of action relating to the manufacture, promotion, use, sale or distribution of Product; (D) claims or causes of actions (including but not limited to for injuries or death of persons or damage to property) arising subsequent to the Closing Date and are actually incurred and notified relating to the manufacture of Product (including Inventory) prior to the Closing; (E) any negligent or reckless actions by Seller pursuant or its employees in connection with the fulfillment of its obligations set forth in this Agreement, including with respect to Section 4.6 the storage, sale, shipment, promotion or distribution of the Products during the one-year period commencing on the Closing DateTransition Period. (bF) In addition any Excluded Liabilities. (ii) any and all Losses arising from the foregoing or to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess enforcement of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(eSection 6.2(a)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));.

Indemnification by Seller. (a) In addition to all any other rights and or remedies available to Purchaser that Buyer may have at Law law or in equity, Seller shall subject to Section 10.2 (c), defend, indemnify Purchaser and its Affiliateshold harmless Buyer, stockholdersand their directors, officers, directors, employees, agents, representatives, successors employees and permitted assigns, heirs and estates (collectively, the “Indemnified Purchaser PartiesBuyer’s Affiliates”) and save their respective successors and hold each of them harmless assigns, from and against any and pay on behalf of all Claims asserted against, resulting from, imposed upon, or reimburse such party as and when incurred for any lossby Buyer, LiabilityBuyer’s Affiliates, demandor the Purchased Assets pursuant to this Agreement, claimdirectly or indirectly, actionby reason of, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue ofresulting from: (i) any misrepresentation the inaccuracy or breach of a any representation or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under contained in or made pursuant to this Agreement or any of the Exhibits or Schedules heretoAgreement; (ii) any nonfulfillment or the breach of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part obligation of Seller under contained in this Agreement; or; (iii) except for Assumed Liabilities, any liabilities claim of or against Buyer or Sagecrest, or the Company which are not disclosed to Purchaser in this Agreement Purchased Assets arising from the actions or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part omissions of Seller under otherwise than in accordance with this Agreement or any of the Exhibits and Schedules heretoAgreement, provided that such Losses relate to the period occurring prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Date.; (b) In addition to As used in this Section 10, the foregoing, Seller term “Claim” shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which include (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto all Liabilities; (ii) all losses, damages (including, without limitation, Losses relating consequential and punitive damages), judgments, awards, penalties and settlements; (iii) all demands, claims, suits, actions, causes of action, proceedings and assessments, whether or not ultimately determined to be valid; and (v) all costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated or arbitrated matter), court costs and fees and expenses of attorneys and expert witnesses) of investigating, defending or asserting any of the foregoing or of enforcing this Agreement; (c) The indemnification by Seller as provided in this Section 10.2 shall be effective with only with respect to all Claims indemnified by Seller which are in excess of the aggregate Claims that would be the subject of the indemnification by Seller under this Section 10.2 in the amount of $50,000, in which case all Claims will be subject to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));indemnification.

Indemnification by Seller. (a) In addition to all rights and remedies available to Purchaser at Law or in equitySeller, Seller shall indemnify Purchaser and its Affiliates, stockholdersassigns and successor’s in interest agree to indemnify and defend Buyer, its officers, directors, employeesshareholders, agents, representatives, successors agents and permitted assigns, heirs and estates each of its Affiliates (collectively, the “Buyer Indemnified Purchaser Parties”) against, and save agree to hold it and hold each of them harmless against and pay from, any Losses incurred or suffered by any of the Buyer Indemnified Parties relating to or arising out of any of the following: (a) any breach of, or inaccuracy in, any representation or warranty made by Seller pursuant to this Agreement or any certificate, document, writing or instrument delivered by Seller pursuant to this Agreement; (b) any breach of or failure by Seller to perform any covenant or obligation of Seller set out in this Agreement; (c) any alleged, contingent or absolute debt, claim, obligation or other liability of Seller other than the Assumed Liabilities; (d) any past, present or future claim by, on behalf of or reimburse with respect to, and any obligation or liability or loss relating to, current or former employees of Seller arising from or related to their employment with Seller prior to the Closing Date, including, without limitation, termination of their employment with Seller, any claim for unfair labor practices or any obligation with respect to any employee benefit plan; (e) any and all Taxes of Seller arising or relating to periods prior to Closing; or (f) any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Seller (or any Person acting on their behalf) in connection with the acquisition contemplated herein. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Seller to satisfy the Excluded Liabilities under Section 2.3 and any claims made pursuant to Section 2.4, Seller shall have no indemnification obligation to Buyer under Section 10.2: (i) with respect to any claim of which Buyer gives notice to Seller later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.2 for claims for the failure of Seller to satisfy the Excluded Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be a $7,500 minimum threshold. In no event shall Seller’s indemnification obligation under Section 10.2 exceed sixty (60) percent of the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party as and when incurred for to the extent of (i) any losstax savings realized by such party with respect thereto, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of (ii) any claims after-tax proceeds received by or on behalf of such party from any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of but not limited to any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any misrepresentation or breach of a representation or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any of the Exhibits or Schedules hereto; (ii) any nonfulfillment or breach of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Dateinsurance carrier. (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));

Indemnification by Seller. (a) In addition to all Without limiting any other rights that the Custodian, the Co-Owners and remedies available to Purchaser at Law the Credit Enhancement Providers, if any, may have hereunder and under an applicable Series Purchase Agreement or in equityunder applicable law, the Seller shall indemnify Purchaser and its Affiliates, stockholders, officers, directors, employees, agents, representatives, successors and permitted assigns, heirs and estates (collectivelyhold harmless the Custodian, the “Indemnified Purchaser Parties”) Co-Owners and save any Credit Enhancement Providers from and hold each of them harmless against and pay on behalf of or reimburse such party as and when incurred for any loss, Liabilityliability, demand, claim, action, cause of action, costexpense, damage, deficiencyclaim or injury of any kind whatsoever suffered or sustained by reason of any representations and warranties, Taxacts, penalty, fine omissions or expense, whether alleged acts or not omissions arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any activities of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain Seller or become subject to, as a result of, in connection with, relating or incidental the Custodian pursuant to or by virtue of: (i) any misrepresentation or breach of a representation or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any Series Purchase Agreement including, but not limited to, any judgment, award, settlement, legal fees and disbursements (on a substantial indemnity basis) and other costs or expenses incurred in connection with the defense of the Exhibits any actual or Schedules hereto;threatened action, proceeding or claim resulting from: (iia) reliance on any nonfulfillment representation or breach of any covenant or agreement (provided that such nonfulfillment or breach must be material in warranty made by the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement any report or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller other document furnished pursuant to Section 4.6 during the one-year period commencing on the Closing Date.hereto which was incorrect in any material respect when made; (b) In addition the failure by the Seller to comply with any Requirements of Law with respect to any Receivable or Account including any failure to render any Account in accordance with any Requirements of Law or the applicable Credit Card Agreement or to perform its obligations under any Account or the nonconformity of any Receivable with any Requirements of Law; (c) any product liability claim, claim for taxes exigible on the sale of any service or merchandise, or personal injury or property damage suit or other similar or related claim or action of whatsoever sort arising out of or in connection with any merchandise or services which are the subject of any Receivable or Account of the Seller; and (d) any failure of the Seller to perform or observe any of its duties, covenants or obligations hereunder; provided, however, that the Seller shall not indemnify the Custodian, the Co-Owners or the Credit Enhancement Providers if such acts, omissions or alleged acts or omissions constitute fraud, gross negligence, breach of fiduciary duty (other than negligent action) or wilful misconduct by the Custodian, and the Seller shall not indemnify the Custodian, a Co-Owner or any Credit Enhancement Provider for any act taken by the Custodian at the request of such Co-Owner or Credit Enhancement Provider to the foregoingextent that the Custodian is indemnified by the applicable Co-Owner or Credit Enhancement Provider with respect to such action, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 or, unless otherwise specified in the aggregateapplicable Series Purchase Agreement or Series Credit Enhancement Agreement, which for any Canadian federal, provincial, territorial or local income or sales taxes, goods and services taxes or large corporations or capital taxes (ior any interest or penalties with respect thereto) are incurred required to be paid by the Indemnified Purchaser Party as Custodian, a direct result of liabilities of the Company which are disclosed Co-Owner or any Credit Enhancement Provider. Any right to Purchaser in indemnification under this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to Section 7.03 shall survive the termination of current employees this Agreement. For greater certainty, the Seller confirms that a Co-Owner’s failure to satisfy obligations from the proceeds of its property, assets and undertaking and any rights, proceeds and benefits thereunder, by reason of any representations or misrepresentations or, acts, omissions or alleged acts or omissions arising out of activities of the Company Seller (who with their respective estimated termination indemnity amounts are referenced as set out in Schedule 2.12(ethis Section 7.03 and subject to the proviso in this Section 7.03)) , is a loss of such Co-Owner in the amount the obligations which remain unsatisfied as a result thereof and the litigation matter identified constitute damages in Schedule 2.19(a) (the “Lokau Litigation”));such amount.

Indemnification by Seller. Notwithstanding the Closing, Seller hereby agrees to indemnify, defend and hold Buyer harmless against and with respect to, and shall reimburse Buyer for: (a) In addition to Any and all rights and remedies available to Purchaser at Law losses, direct or indirect, liabilities, or damages resulting from any untrue representation, breach of warranty, or nonfulfillment of any covenant or obligation by Seller contained herein or in equityany certificate, document or instrument delivered to Buyer hereunder; (b) Any and all obligations of Seller shall indemnify Purchaser not assumed by Buyer pursuant to the terms of this Agreement; (c) Any and its Affiliatesall losses, stockholdersliabilities or damages resulting from the construction, officersoperation or ownership of the Station prior to the Effective Time, directors, employees, agents, representatives, successors and permitted assigns, heirs and estates (collectively, the “Indemnified Purchaser Parties”) and save and hold each of them harmless against and pay on behalf of or reimburse such party as and when incurred for any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine Seller's acts or expense, whether or not arising out of any claims by or on behalf of any third partyomissions generally, including interestbut not limited to any and all liabilities not assumed by Buyer pursuant to Article 3 hereof; (d) Any and all actions, penaltiessuits, proceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable attorneys’ legal fees and expenses and ail reasonable amounts paid in investigationexpenses, defense or settlement of incident to any of the foregoing or incurred in opposing the imposition thereof, or in enforcing this indemnity, subject to the notice and opportunity to remedy requirements of Section 16.3 hereof; and (collectively, “Losses”e) which Interest at the Prime Rate on any such Indemnified Purchaser Party may suffer, sustain reimbursable expense or become subject to, as a result ofloss incurred by Buyer from the date of payment, in connection with, relating or incidental to or by virtue of: (i) any misrepresentation or breach the case of a representation or warranty (provided that such misrepresentation or breach must be material reimbursable expense, and from the date of incurrence, in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any of the Exhibits or Schedules hereto; (ii) any nonfulfillment or breach case of any covenant or agreement (provided that such nonfulfillment or breach must be material in other losses, until the event that the applicable covenant or agreement is not qualified date of reimbursement by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing DateSeller. (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));

Indemnification by Seller. (a) In addition Subject to all rights and remedies available to Purchaser at Law or the limitations contained in equitythis Article 8, Seller shall defend, indemnify Purchaser and hold harmless Buyer (which for purposes of this Article 8 shall mean Buyer and its Affiliates, stockholdersand their respective employees, representatives, officers, directorsshareholders, employees, directors and agents, representatives, successors and permitted assigns, heirs and estates (collectively, the “Indemnified Purchaser Parties”) and save and hold each of them harmless against and pay on behalf in respect of: (a) Any and all liabilities or obligations of Seller of any nature, whether accrued, absolute, contingent or otherwise, resulting from, arising out of or reimburse such party in any way related to (i) Seller's or CD Mexico's activities, ownership of the Purchased Assets or conduct of the Business on or before the Closing Date, even if imposed upon Buyer as a successor to Seller or any other entity, other than the Assumed Liabilities or (ii) Seller's or CD Mexico's possession of any Remaining Assets or other assets of Buyer after the Closing Date; (b) Any and when incurred for any all loss, Liability, demand, claim, action, cause of action, cost, damage, deficiencyliability, Taxobligation, penaltyexpense and deficiency suffered by Buyer resulting from, fine or expense, whether or not arising out of or in any claims by way related to facts, circumstances, or on behalf events constituting a misrepresentation, breach of warranty or nonfulfillment of any third partywarranty, including interestrepresentation, penaltiescovenant, reasonable attorneys’ fees and expenses and ail reasonable amounts paid undertaking, condition or agreement by Seller contained in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any misrepresentation or breach of a representation or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any other document delivered to Buyer in connection with the consummation of the Exhibits transactions contemplated by this Agreement, regardless of whether the misrepresentation, breach or Schedules heretoomission was deliberate, reckless, negligent, innocent or unintentional; (c) Any and all loss, cost, damage, liability, obligation and expense resulting from, arising out of or in any way relating to Seller's or its Affiliates' noncompliance with any applicable bulk sales laws or the foreign equivalent and provisions and from the assertion of claims (excluding Assumed Liabilities) against Buyer by creditors of Seller or its Affiliates with respect to liabilities and obligations of Seller; (d) Any and all loss, cost, damage, liability, obligation and expense resulting from, arising out of or in any way relating to (i) the covenants and obligations of Seller in Section 5.6 or (ii) any nonfulfillment or breach the operations and activities of any covenant or agreement (provided that such nonfulfillment or breach must be material in CD Mexico after the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this AgreementClosing Date; orand (iiie) any liabilities Any and all loss, cost, damage, liability, obligation and expense resulting from, arising out of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller any way relating to any finished Relays Purchased by Buyer under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to (whether at the Closing Date and are actually incurred and notified to Seller or pursuant to Section 4.6 during the one-year period commencing on the Closing Date5.8), including without limitation claims for breach of warranty, product liability, tort or otherwise. (bf) In addition Any and all loss, cost, damage, liability, obligation and expense incurred with respect to any claims, actions, suits, proceedings or assessments arising out of matters described in subsections (a) through (e) above, or the foregoingsettlement thereof, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, including without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) reasonable legal fees and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));expenses.

Indemnification by Seller. Seller (aincluding its respective successors and assigns) In addition covenants and agrees to all rights pay and remedies available to Purchaser at Law or in equityperform and indemnify and hold Purchaser, Seller shall indemnify Purchaser and its Affiliates, stockholders, officers, directors, employees, affiliates, shareholders and agents, and each of their respective heirs, personal representatives, successors and permitted assignsassigns (collectively the "Purchaser Indemnified Parties"), heirs and estates (collectivelyharmless from, the “Indemnified Purchaser Parties”) and save and hold each of them harmless against and pay on behalf of or reimburse such party as and when incurred for any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out in respect of any claims by or on behalf and all losses, costs, expenses (including without limitation, reasonable attorneys' fees and disbursements of any third partycounsel), including interestliabilities, damages, fines, penalties, reasonable attorneys’ fees charges, assessments, judgments, settlements, claims, causes of action and expenses and ail reasonable amounts paid in investigation, defense or settlement other obligations of any nature whatsoever (collectively "Losses") that any of the foregoing (collectivelyPurchaser Indemnified Parties may at any time, “Losses”) which any such Indemnified Purchaser Party may directly or indirectly, suffer, sustain sustain, incur or become subject to, as a result arising out of, in connection with, relating based upon or incidental to resulting from or by virtue ofon account of each and all of the following: (ia) The breach or falsity of any misrepresentation or breach of a representation or warranty (provided made by Seller or ICL in this Agreement, including the documents, instruments and agreements to be executed and/or delivered by Seller or ICL pursuant hereto or thereto, except to the extent that Seller can prove that Purchaser had actual knowledge of such misrepresentation breach or falsity prior to either the date hereof or the Date of Closing, and failed to advise Seller and ICL of such breach must be material in or falsity prior to the event that date hereof or the applicable representation or warranty is not qualified by materiality) on Date of Closing, as the part of Seller under this Agreement or any of the Exhibits or Schedules hereto;case may be. (iib) any nonfulfillment The breach or breach nonperformance of any covenant or agreement made by Seller or ICL in this Agreement, including the documents, instruments and agreements to be executed and/or delivered by any of them pursuant hereto or thereto. (provided that c) Any claims by or liabilities to any of Seller's present or former employees on account of all sums due to such nonfulfillment employees or breach must be material in otherwise arising from acts or omissions of Seller, ICL, their agents, employees or representatives allegedly occurring on or before the event that Date of Closing, including, but not limited to, salaries, pension or profit sharing benefits, wages, vacation and sick pay and other employee benefits accrued as of the applicable covenant or agreement is not qualified by materiality or a basket) opening of business on the part Date of Closing as well as all severance pay payable by Seller to its respective present and former employees. (d) All claims, demands, liabilities, debts and/or Liens, except Permitted Liens, which may be asserted by any creditors of Seller or ICL, except to the extent that Purchaser has assumed such liabilities under the provisions of Section 3.2 of this Agreement; or. (iiie) any liabilities of the Company which are not disclosed to All claims, demands, liabilities, debts and/or Liens, except Permitted Liens, that may be asserted against Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules heretoAssets at any time or from time to time resulting from or arising out of the ownership, provided that such Losses relate use, maintenance or operation of the Assets or Cellular Business with respect to the any period of time prior to the Closing Date and are actually incurred and notified to Seller pursuant to (excluding only any liability assumed by Purchaser under the provisions of Section 4.6 during the one-year period commencing on the Closing Date3.2 of this Agreement). (bf) In addition Any claim of the Internal Revenue Service or other Governmental Authority related to the foregoingSeller's practice of not amortizing the cost of equipment supplied to its customers; (g) All other liabilities of or claims against Seller or ICL of any kind, Seller shall indemnify to the Indemnified extent not specifically assumed by Purchaser Parties against Losses in excess under the provisions of $500,000 Section 3.2 of this Agreement resulting from or arising out of the ownership, use, maintenance or operation of the Assets or Cellular Business with respect to any period of time prior to the Closing. (h) Any reduction in the aggregate, which Purchase Price provided for under Section 2.4 hereof. (i) are incurred by The indemnification provided for in this Section 11.1 shall remain in full force and effect until the Indemnified Purchaser Party as a direct result date two years after the Closing. Notwithstanding the foregoing provisions of liabilities this Section 11.1(i) and of Section 15.1 to the contrary, losses arising out of the Company which are disclosed to Purchaser breach of falsity of the representations or warranties contained in Section 5.8 of this Agreement or in shall not be subject to any time limitations other than the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination applicable statute of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));limitations.

Indemnification by Seller. (a) In addition to all rights and remedies available to Purchaser at Law or in equity, Seller shall indemnify Purchaser Buyer, and its Affiliates, stockholders, officers, directors, employeesagents, agentsAffiliates, representatives, successors and permitted assignsassigns (“Buyer Indemnitees”) for, heirs any and estates all direct or indirect claims, suits, Actions, proceedings, liabilities, obligations, judgments, fines, penalties, claims, losses, lost profits, diminution in value, damages, costs and expenses of any kind (collectivelyincluding, without limitation, the “Indemnified Purchaser Parties”) reasonable and save documented fees and hold each disbursements of them harmless against counsel, accountants and pay on behalf other experts whether incurred in connection with any of the foregoing or reimburse such party as and when incurred for in connection with any lossinvestigative, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine administrative or expenseadjudicative proceeding, whether or not arising out of such Buyer Indemnitee shall be designated a party thereto), together with any claims by or on behalf of any third party, including interest, penalties, and all reasonable attorneys’ fees and documented costs and expenses and ail reasonable amounts paid in investigation, defense or settlement of any associated with the investigation of the foregoing same (provided that, with respect to costs of investigation in the case of a third party claim, Buyer shall have provided Seller with written notice of such claim in accordance with Section 7.5 and Seller has elected not to defend the same) and/or the enforcement of the provisions hereof and thereof (collectively, “Losses”) ), which any may be incurred by such Indemnified Purchaser Party may suffer, sustain or become subject Buyer Indemnitee relating to, as a result ofbased upon, in connection with, relating resulting from or incidental to or by virtue arising out of: (ia) any misrepresentation or the breach of a any representation or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified made by materiality) on the part of Seller under this Agreement or any of the Exhibits or Schedules hereto; (ii) any nonfulfillment or breach of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any Transaction Related Document as of the Exhibits date hereof and Schedules hereto, provided that such Losses relate to the period prior to as of the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Date.survival periods set forth in Section 7.1; (b) In addition to the foregoingbreach of any agreement, covenant or obligation of Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser contained in this Agreement or in any Transaction Related Document; (c) any Excluded Liabilities; (d) any fraud or intentional misrepresentation; (e) any Liability incurred by Buyer or its respective Affiliates to pay any fee or commission to any broker, findor, investment banker or other intermediary acting on behalf of Seller in connection with the Exhibits and Schedules attached hereto transactions contemplated by this Agreement; and (including, without limitation, Losses relating to f) any misrepresentation made by Seller in this Agreement or in any Transaction Related Document; in the termination case of current employees each of (a) through (f) whether or not the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));Loss arises from a third party claim.

Indemnification by Seller. (a) In addition to all rights and remedies available to Purchaser at Law or in equity, Seller shall indemnify Purchaser and its Affiliates, stockholders, officers, directors, employees, agents, representatives, successors and permitted assigns, heirs and estates (collectively, the “Indemnified Purchaser Parties”) and save against and hold it harmless from (each of them harmless against the following, all and pay on behalf any of or reimburse such party which shall be referred to as "Purchaser's Indemnifiable Claims" hereunder): (i) any and when incurred for any all loss, Liability, demand, claim, action, cause of action, cost, damage, deficiencyliability, Taxobligation, penaltyjudgment, fine claim or expense, whether deficiency incurred by or not imposed upon Purchaser resulting or arising out of any claims misrepresentation or breach of representation or warranty contained in this Agreement or in any instrument, certificate, agreement or other writing delivered by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental Seller pursuant to or by virtue of: (i) any misrepresentation or breach of a representation or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any of in connection with the Exhibits or Schedules heretotransactions contemplated herein; (ii) any nonfulfillment and all loss, damage, liability, obligation, judgment, claim or deficiency incurred by or imposed upon Purchaser resulting from or arising out of any inaccuracy in or breach or nonfulfillment of any covenant covenant, agreement or agreement (provided that such nonfulfillment obligation made or breach must be material incurred by Seller herein or in the event that the applicable covenant any other agreement, instrument or agreement is not qualified document delivered by materiality or a basket) on the part behalf of Seller under this Agreement; orin connection herewith; (iii) any liabilities imposition (including by operation of law) or attempted imposition by a third party upon Purchaser of any Liability of Seller which Purchaser has not specifically agreed to assume pursuant to Section 2.2 of this Agreement; (iv) any Liability (except for an Assumed Obligation described in Section 2.2 for which Purchaser shall be liable) or other obligation incurred by or imposed upon Purchaser resulting from the failure of the Company parties to comply with the provisions of any law relating to bulk transfers which are not disclosed may be applicable to the transaction herein contemplated (which compliance is hereby waived by Purchaser in this Agreement and acknowledged by Seller); and (v) any and all loss, damage, liability or in expense incurred by or imposed upon Purchaser resulting from any claim, litigation, obligation, judgment, action, investigation or proceeding relating to the Exhibits Business or its operations prior to the time of Closing. (vi) any and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or all costs and expenses (including reasonable legal and accounting fees) related to any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Dateforegoing. (b) In addition Purchaser shall not seek recourse against, and shall not recover from Seller under this Section 9.3 on account of any Purchaser Indemnifiable Claims referred to in Paragraph 9.3(i) above hereunder unless and until any such Purchaser Indemnifiable Claim, when aggregated with all other Purchaser Indemnifiable Claims amounts, equals or exceeds $50,000.00, and at such time as the aggregate amount of such Purchaser Indemnifiable Claims equals or exceeds $50,000.00, the Purchaser may assert all such prior and all future Purchaser's Indemnifiable Claims against the Seller under this Section 9.3. Notwithstanding the above, in the event any Liability (other than an Assumed Obligation) of Seller would attach to the foregoingPurchased Assets and be a lien or encumbrance thereon, Seller shall indemnify be responsible for the Indemnified payment of such Liability and the corresponding lien on the Purchased Assets (which would represent a breach of certain representations and warranties by Seller under this Agreement) and Purchaser's right to indemnification from Seller therefore shall not be subject to the restrictions and limitations otherwise contained in this Paragraph (b). (c) Notwithstanding anything stated herein, the total indemnity obligation of Seller hereunder in respect of any and all Purchaser Parties Indemnifiable Claims shall be limited to the Purchase Price, and the Purchaser agrees that it shall have no further recourse against Losses Seller in excess of $500,000 in the aggregatePurchase Price. (d) Any claim for indemnification by Purchaser against Seller pursuant to Section 9.3(a)(i) resulting or arising out of any misrepresentation, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser or breach of, any misrepresentation or warranty contained in this Agreement must be made within the applicable survival period set forth in Sections 9.1(a), 9.1(b) and 9.1(c), or be forever barred. Any claim for indemnification by Purchaser against Seller pursuant to Paragraph 9.3(a)(ii) resulting from or arising out of any inaccuracy in or breach or nonfulfillment of any covenant, agreement or obligation made or incurred by Seller herein or in the Exhibits and Schedules attached hereto (includingany other agreement, without limitation, Losses relating to the termination instrument or document delivered by or on behalf of current employees Seller in connection with this Agreement [but excluding any claim or indemnification arising out of the Company Headquarters Sublease (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)Section 1.5) and the litigation matter identified Covenant not-to-compete (Section 8.1)] shall be made on or before the second anniversary of the Closing or be forever barred. Any claim for indemnification for costs and expenses as anticipated in Schedule 2.19(aParagraph 9.3(a)(vi) shall be subject to the same time limits as applied to the underlying cause or basis for indemnification. The time limits provided in this Section 9.3(d) shall not apply to claims for indemnification pursuant to Section 9.3(a)(iii), (iv) or (v), or pursuant to Section 9.3(a)(vi) for costs and expenses relating to claims thereunder. (e) Except as set forth in Section 9.1 and Section 9.3(b), (c) and (d), nothing in this Section 9.3 or elsewhere in this Agreement shall be construed to limit the “Lokau Litigation”));amount to which, or the time which, by reason of off-set or otherwise, the Purchaser may recover from Seller pursuant to this Agreement resulting from Seller's breach or violation of any representation, warranty, covenant, agreement or undertaking contained herein.

Indemnification by Seller. (a) In addition to all rights and remedies available the other indemnities given by Seller to Purchaser at Law or Buyer in equitythis Agreement, Seller shall indemnify Purchaser and hold harmless Buyer and its Affiliates, stockholders, officers, directors, employees, agents, representatives, successors and permitted assignsassigns from and against any and all claims, heirs demands, losses, damages, liabilities, costs, expenses, and estates (collectively, the “Indemnified Purchaser Parties”) and save and hold each of them harmless against and pay on behalf of or reimburse such party as and when incurred for any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any misrepresentation or breach of a representation or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any of the Exhibits or Schedules hereto; (ii) any nonfulfillment or breach of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Date. (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto deficiencies (including, without limitation, Losses relating reasonable attorneys' fees and other costs and expenses of Buyer incident to the termination defense of current employees any claim that results in litigation, or the settlement of any claim, or the enforcement by Buyer or the provisions of this Section 11.01) caused by, arising out of, or resulting from, and to pay Buyer any sum that Buyer pays or becomes obligated to pay on account of, (a) the ownership of the Company Assets by Seller prior to the Closing Date, (who with their respective estimated termination indemnity amounts are referenced b) the use and/or operation of the Assets prior to the Delivery Date, (c) any breach or default in Schedule 2.12(ethe performance by Seller of any covenant or agreement of Seller contained in this Agreement or in any other instrument delivered by or on behalf of Seller pursuant hereto, (d) any breach of a warranty or an inaccurate or erroneous representation made by Seller herein or in any other instrument delivered by or on behalf of Seller pursuant hereto, or (e) any and all actions, suits, proceedings, claims, demands or judgments incident to any of the foregoing. If any person shall assert a claim against Buyer or its affiliates that, if successful, might result in a breach or default by Seller under this Agreement, Buyer shall give Seller prompt written notice thereof, and Seller shall have the right to participate in the defense thereof and to be represented, at the sole expense of Seller, by counsel selected by it. No such claim, demand, or other matter shall be compromised or settled by Seller or Buyer in any manner that might adversely affect the interest of the other party without the prior written consent of such other party (which consent shall not be unreasonably withheld)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));.

Indemnification by Seller. (a) In addition Seller agrees to all rights and remedies available to Purchaser at Law or in equity, Seller shall indemnify each Purchaser and its Affiliates, stockholders, Affiliates and each of their respective officers, directors, employees, agents, representatives, successors employees and permitted assigns, heirs and estates agents (collectively, the “Indemnified "Purchaser Related Parties”") and save from, and hold each of them harmless against against, any and pay on behalf of all actions, suits, proceedings (including any investigations, litigation or reimburse such party as inquiries), demands, and when incurred for any loss, Liability, demand, claim, action, cause causes of action, costand, damagein connection therewith, deficiencyand promptly upon demand, Taxpay or reimburse each of them for all reasonable costs, penaltylosses, fine liabilities, damages, or expense, whether or not arising out expenses of any claims by kind or on behalf of any third partynature whatsoever, including interestincluding, penaltieswithout limitation, the reasonable attorneys’ fees and disbursements of counsel and all other reasonable expenses and ail reasonable amounts paid incurred in investigationconnection with investigating, defense defending or settlement of preparing to defend any such matter that may be incurred by them or asserted against or involve any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, them as a result of, arising out of, or in connection withany way related to the breach of any of the representations, warranties or covenants of Seller contained herein, provided such claim for indemnification relating or incidental to or by virtue of: (i) any misrepresentation or a breach of a representation or warranty (provided that is made prior to the expiration of such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified warranty. Furthermore, Seller agrees that it will indemnify and hold harmless each Purchaser and Purchaser Related Parties from and against any and all claims, demands or liabilities for broker's, finder's, placement or other similar fees or commissions incurred by materiality) on Seller or alleged to have been incurred by Seller in connection with the part sale of Seller under this Agreement or any of the Exhibits Purchased Shares or Schedules hereto; (ii) any nonfulfillment or breach the consummation of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified transactions contemplated by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Date. (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));

Indemnification by Seller. (a) In addition Seller unconditionally, absolutely and irrevocably agrees to all rights and remedies available to Purchaser at Law or in equityshall defend, Seller shall indemnify Purchaser and its Affiliateshold harmless Buyer, stockholderseach Affiliate of Buyer, and each of their officers, directors, employees, agentssuccessors, representativesor assigns (Buyer and such persons are collectively referred to as the "Buyer's Indemnified Persons") from and against, successors and permitted assignsshall reimburse the Buyer's Indemnified Persons for, heirs each and estates (collectivelyevery Loss threatened against, the “paid or incurred by, or imposed on, any Buyer's Indemnified Purchaser Parties”) and save and hold each of them harmless against and pay on behalf of Person, directly or reimburse such party as and when incurred for any lossindirectly, Liabilityrelating to, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine resulting from or expense, whether or not arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing of: (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (ia) any misrepresentation or breach of a Material inaccuracy in any representation or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any of the Exhibits Material breach or Schedules hereto; (ii) any nonfulfillment or breach of any covenant covenant, agreement or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part other obligation of Seller under this Agreement, the other Transaction Documents or any agreement, certificate or other document delivered or to be delivered by Seller pursuant hereto in any respect; or (iiib) any liabilities claim made based on facts alleged which, if true, would have constituted any such inaccuracy, breach or nonfulfillment; (c) the development, acquisition, ownership or operation of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period Assets prior to the Closing Date and are actually incurred and notified to or any activities or omissions of Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Date. (b) In addition with respect to the foregoingAssets ; or (d) the application or any violation by Seller of, or failure of Seller to comply with, any Material Legal Requirement. With respect to matters not involving Proceedings brought or asserted by third parties, within thirty (30) days after notification from any of Buyer's Indemnified Persons supported by reasonable documentation setting forth the nature of the circumstances entitling any or all of Buyer's Indemnified Persons to indemnity hereunder, Seller, at no cost or expense to Buyer's Indemnified Persons, shall diligently commence resolution of such matters in a manner reasonably acceptable to Buyer's Indemnified Persons and shall diligently and timely prosecute such resolution to completion; provided, however, with respect to those valid claims that may be satisfied by payment of a liquidated sum of money and which are not disputed reasonably and in good faith by Seller, Seller shall indemnify promptly pay the Indemnified Purchaser Parties against Losses in excess amount so claimed. If litigation or any other Proceeding is commenced or threatened by a third party, the provisions of $500,000 in Section 7.4 below shall control over the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));immediately preceding sentence.

Indemnification by Seller. (a) In addition to all rights From and remedies available to Purchaser at Law or in equityafter the Closing Date, Seller shall indemnify Purchaser and its Affiliatesindemnify, stockholders, officers, directors, employees, agents, representatives, successors and permitted assigns, heirs and estates (collectively, the “Indemnified Purchaser Parties”) and save defend and hold each of them Purchaser harmless from and against and pay on behalf of or reimburse such party as and when incurred Purchaser for any lossand all Liabilities that may be incurred by, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine imposed upon or expense, whether asserted against Purchaser arising from or not arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject relating to, as a result of, in connection with, relating or incidental to or by virtue of: : (i) any misrepresentation or breach of a representation or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part failure of Seller under this Agreement or any of to assume, pay, perform and discharge the Exhibits or Schedules hereto; Retained Liabilities; (ii) any nonfulfillment action, claim, judicial or other proceeding asserted by any third party against Purchaser with respect to any of the Retained Liabilities; (iii) any inaccuracy in or breach of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant covenant, obligation or agreement on the part of Seller under this Agreement contained herein, or in any document or instrument delivered pursuant hereto; (iv) the operation of the Exhibits and Schedules heretoBusiness or the ownership, provided that such Losses relate to use or sale of the period Acquired Assets by Seller prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Date. (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating any contractual, tax, product, warranty, tort or other Liability whatsoever); and (v) any failure of Seller to comply with any bulk sales laws, bulk transfer laws or similar laws of any applicable jurisdiction in connection with the transactions contemplated by this Agreement. Purchaser may withhold from Seller any payment otherwise due to Seller pursuant to the termination Note in accordance with the provisions of current employees Section 10.05 hereof. Upon the final determination of any claim for indemnification hereunder, Purchaser may offset the Company (who full amount of such claim for indemnification against the amount due to Seller pursuant to the Note in accordance with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));Section 10.05 hereof.

Indemnification by Seller. (a) In addition Subject to all rights Section 9.1, from and remedies available to Purchaser at Law or in equityafter the Closing Date, Seller shall indemnify Purchaser agrees to indemnify, defend, and hold harmless Purchaser, its successor and assigns, and its Affiliates, stockholders, officers, directors, employees, agents, representatives, successors agents and permitted assigns, heirs other representatives from and estates (collectively, the “Indemnified Purchaser Parties”) against any and save and hold each of them harmless against and pay on behalf of or reimburse such party as and when incurred for any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any claims by or on behalf of any third party, including interestall liabilities, penalties, damages, losses, claims, costs, and expenses (including court costs, costs of investigation and reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, for the defense or settlement of any claim which, if proved, would give rise to an obligation of the foregoing indemnity hereunder, whether or not such claim may be ultimately proved) (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain arising out of or become subject to, as a result of, resulting directly or indirectly from or in connection with, relating or incidental to or by virtue of: (ia) any misrepresentation or breach of a inaccuracy in any representation or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any of the Exhibits or Schedules hereto; (ii) any nonfulfillment or breach of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part warranty of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser contained in this Agreement or the other documents executed in connection with the Exhibits and Schedules heretotransactions contemplated herein; (b) any failure by Seller to perform or observe, whether or not such non-disclosure constitutes a misrepresentation to have performed or breach of a representationobserved, warrantyin full, covenant any covenant, agreement or agreement on the part of Seller condition to be performed or observed by it under this Agreement Agreement; (c) any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by Seller or Parent (or any person acting on their behalf) in connection with any of the Exhibits and Schedules hereto, provided that such Losses relate transactions contemplated by this Agreement; (d) any failure by Seller to fully pay or satisfy or cause to be paid or satisfied any liabilities not to be assumed by Purchaser pursuant to the period terms hereof; and (e) (i) the ownership, operation and conduct of the business of the Branches prior to close of business on the Closing Date (including, but not limited to, claims for personal injuries arising from incidents occurring prior to the close of business on the Closing Date and any violation of laws occurring or alleged to have occurred on or prior to the Closing Date Date) or the administration of any of the Deposits, the Loans or the safe deposit business by Seller prior to close of business on the Closing Date, (ii) Seller’s ownership of or interest in the Fixed Assets and the Leases, insofar as the Losses are actually incurred as a result of actions occurring prior to the close of business on the Closing Date, and notified (iii) the payment or performance of any of the Assumed Liabilities prior to Seller pursuant to Section 4.6 during the one-year period commencing close of business on the Closing Date. (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));

Indemnification by Seller. Seller shall: (a) In addition Furnish in writing all information to all rights and remedies available to Purchaser at Law or in equity, Seller shall indemnify Purchaser Buyer concerning itself and its Affiliatesholdings of securities of Buyer as shall be required in connection with the preparation and filing of any Registration Statement covering any AMNEX Shares; and (b) Indemnify and hold harmless Buyer, stockholders, officers, each of its directors, employeeseach of its officers who has signed a Registration Statement, agentseach person, representativesif any, successors who controls Buyer within the meaning of the Securities Act and permitted assignsany underwriter (as defined in the Securities Act) for Buyer, heirs and estates against any losses, claims, damages or liabilities to which Buyer or any such director, officer, controlling person or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (collectivelyor actions in respect thereof) are caused by any untrue or alleged untrue statement of any material fact contained in any preliminary prospectus (if used prior to the effective date of the Registration Statement) or contained on the effective date thereof, in any Registration Statement under which AMNEX Shares were registered under the Securities Act, the “Indemnified Purchaser Parties”) and save and hold each of them harmless against and pay on behalf of prospectus contained therein, or reimburse such party as and when incurred for any lossamendment or supplement thereto, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any claims or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information furnished in writing to Buyer by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid Seller expressly for inclusion in investigation, defense or settlement of any of the foregoing (collectivelydocuments, “Losses”) which and Seller shall reimburse Buyer and any such Indemnified Purchaser Party may sufferunderwriter, sustain officer, director or become subject tocontrolling person for any legal or other expenses reasonably incurred by Seller or any such director, as a result of, officer or controlling person in connection withwith investigating or defending any such loss, relating claim, damage, liability or incidental to or by virtue of: (i) any misrepresentation or breach action. Notwithstanding the foregoing provisions of a representation or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any of the Exhibits or Schedules hereto; (ii) any nonfulfillment or breach of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Date. (b) In addition to the foregoing9.5, Seller shall not be required to indemnify the Indemnified Purchaser Parties against Losses Buyer or any such underwriter, officer, director or controlling persons for any amount in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities amount of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));proceeds received by Seller.

Indemnification by Seller. (a) In addition to all rights Seller will indemnify, defend and remedies available to Purchaser at Law or in equity, Seller shall indemnify Purchaser hold harmless Buyer and its shareholders and its and their respective Affiliates, stockholdersand the shareholders, directors, officers, directors, employees, agents, representatives, successors and permitted assignsassigns of any of such Persons, heirs from and estates against: (collectivelya) all losses, the “Indemnified Purchaser Parties”) and save and hold each of them harmless against and pay on behalf damages, liabilities, deficiencies or obligations of or reimburse to Buyer or any such party as and when incurred for any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine other indemnified Person resulting from or expense, whether or not arising out of (i) any claims by or on behalf breach of any third partyrepresentation or warranty made by Seller in this Agreement, (ii) any breach of any covenant, agreement or obligation of Seller contained in this Agreement or the License Agreement, (iii) any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the time of Closing, without regard to whether a claim with respect such matter is asserted before or after the Closing, including with respect to any legal proceedings disclosed on SCHEDULE 5.8, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any claim that the transactions contemplated by this Agreement violate the Worker Adjustment and Retraining Notification Act, as amended, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, reasonable attorneys’ fees costs and expenses (including settlement costs and ail reasonable amounts paid in investigationlegal, defense accounting, experts' and other fees, costs and expenses) incident or settlement of relating to or resulting from any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any misrepresentation or breach of a representation or warranty (provided that such misrepresentation or breach must be material in foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(v) of this Section 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(v), as applicable, will exist notwithstanding the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any expiration of the Exhibits or Schedules hereto; Survival Period applicable to such claim under clause (ii) any nonfulfillment or breach of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Datea)(i). (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));

Indemnification by Seller. (a) In addition to all rights From and remedies available to Purchaser at Law or in equityafter the Closing Date, Seller shall indemnify indemnify, hold harmless and defend Purchaser from and its Affiliatesagainst all claims, stockholderslosses, officersliabilities, directors, employees, agents, representatives, successors demands and permitted assigns, heirs and estates (collectively, the “Indemnified Purchaser Parties”) and save and hold each of them harmless against and pay on behalf of or reimburse such party as and when incurred for any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any claims by or on behalf of any third partyobligations, including interest, penalties, without limitation reasonable attorneys’ fees and operating expenses and ail reasonable amounts paid in investigationwhich Purchaser may receive, defense or settlement of any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, incur in connection with, relating or incidental to or by virtue of: with (i) any misrepresentation losses incurred by Purchaser related to Purchaser’s compliance with instructions from Seller made pursuant to this Agreement and not related to any gross negligence or breach of a representation or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) malfeasance on the part of Seller under Purchaser and (ii) operations and transactions occurring before the Effective Time and which involve Assets transferred and/or Deposits and any other obligations and liabilities assumed pursuant to this Agreement or any of other document signed in connection with the Exhibits or Schedules hereto; (ii) any nonfulfillment or breach of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part purchase contemplated hereby. The obligations of Seller under this Agreement; or Section shall be contingent upon Purchaser giving Seller written notice (iiii) any liabilities of the Company which are not disclosed receipt by Purchaser of any process and/or pleadings in or relating to Purchaser any actions, suits or proceedings of the kinds described in this Agreement Section, including copies thereof, and (ii) of the assertion of any claim or demand relating to the Assets transferred to and/or the Assumed Deposits or Loans and the other obligations and liabilities assumed by Seller on or after the Closing. Seller shall have the right to take over Purchaser’s defense in any such actions, suits, or proceedings through counsel selected by Seller provided the Exhibits counsel is qualified to handle such matters, to compromise and/or settle the same and Schedules hereto, whether to prosecute any available appeals or review of any adverse judgment or ruling that may be entered therein. Seller shall use best efforts to get Purchaser removed from any such case or action as soon as possible. Seller and/or its attorney shall not take any action in connection with any such non-disclosure constitutes a misrepresentation claim or breach of a representation, warranty, covenant or agreement on the part sale which would injure Purchaser’s reputation. The covenants and obligations of Seller under this Agreement Section 13.4B shall survive the Closing or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Date. (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the earlier termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));this Agreement.

Indemnification by Seller. Seller hereby agrees to defend, indemnify and hold Purchaser and its Affiliates harmless from, against and in respect of (and shall on demand reimburse Purchaser for): (a) In addition to any and all rights losses, costs, expenses (including without limitation, reasonable attorneys fees and remedies available to Purchaser at Law or in equitydisbursements of counsel), Seller shall indemnify Purchaser and its Affiliatesliabilities, stockholdersdamages, officersfines, directorspenalties, employeescharges, agentsassessments, representativesjudgments, successors and permitted assignssettlements, heirs and estates (collectivelyclaims, the “Indemnified Purchaser Parties”) and save and hold each of them harmless against and pay on behalf of or reimburse such party as and when incurred for any loss, Liability, demand, claim, action, cause causes of action, costProceedings, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out Orders and other obligations of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees nature (individually a "Loss" and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “collectively "Losses”") which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result ofarising from, in connection with, relating or incidental to suffered or incurred by virtue of: Purchaser (i) by reason of any misrepresentation or untrue representation, breach of a warranty or nonfulfillment of any covenant or other agreement by Seller or Member contained herein or in any certificate, document or instrument delivered to Purchaser pursuant hereto or in connection herewith, or (ii) which would not have been suffered or incurred if such representation or warranty were true and not breached or if such covenant or other agreement were fully performed; (provided that such misrepresentation b) any and all Losses suffered or breach must be material incurred by Purchaser in respect of or in connection with any Liabilities of Seller not expressly assumed by Purchaser pursuant to the terms of this Agreement and/or the Liabilities Undertaking; (c) any and all Liabilities or obligations of Seller, direct or indirect, fixed, contingent or otherwise, which exist at or as of the date of the Closing hereunder or which arise after the Closing but which are based upon or arise from any act, omission, transaction, circumstance, production or sale of goods or services, state of facts or other condition which occurred or existed on or before the date of the Closing, whether or not then known, due or payable, except to the extent (i) reflected or reserved against on the face of the Final Balance Sheet (excluding the notes thereto) or incurred after the Final Balance Sheet Date in connection with the purchase of goods or service in the event that Ordinary Course of Business and in conformity with the applicable representation or warranty is not qualified by materiality) on the part representations, warranties and covenants of Seller under contained in this Agreement (or a Schedule hereto), (ii) expressly assumed by Purchaser pursuant to the terms of this Agreement and/or the Liabilities Undertaking, (iii) the Liability involves warranty work performed by Purchaser pursuant to Section 12.9 hereof, or (iv) and only to the extent covered by an applicable policy of insurance from which Purchaser has been paid or will be paid a specific amount; (d) the amount of any and all receivables (net of applicable reserves) of the Seller which are not collected in accordance with the provisions contained in Section 5.18 hereof; (e) any and all Losses suffered or incurred by Purchaser by reason of or in connection with any claim for a finder's fee or brokerage or other commission arising by reason of any services alleged to have been rendered to or at the instance of Seller or any Member with respect to this Agreement or any of the Exhibits or Schedules heretotransactions contemplated hereby; (f) any and all Losses suffered or incurred by Purchaser (i) by reason of any claim for severance pay or unpaid wages or salaries accruing or incurred or triggered by a discharge at any time prior to upon the Closing or (ii) relating to any nonfulfillment claim or breach Proceeding of any covenant Seller employee arising from any act, occurrence or agreement (provided that such nonfulfillment event the basis of which is dated at any time prior to or breach must be material in on attributable to services performed the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; orClosing; (iiig) any liabilities and all Losses suffered or incurred by Purchaser which arise from, are incurred in connection with or are incident to any products liability claim not fully covered by an applicable policy of the Company which are not disclosed insurance paid or payable to Purchaser that in this Agreement any way arises from, without limitation, Seller products designed, manufactured, distributed or in the Exhibits and Schedules hereto, whether sold on or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date Date; (h) any and are actually all Losses from any matter arising from Seller's creation, operation of, maintenance or other association with any Benefit Plans; (i) any and all Losses incurred and notified in connection with or arising from third party claims concerning Seller's Intellectual Property transferred to Seller Purchaser pursuant to Section 4.6 during the one-year period commencing on the Closing Date.this Agreement; (bj) In addition any and all Losses incurred in connection with or that arises from any claim or Proceeding by any former or future member of Seller; and (k) any and all Proceedings, Orders, claims, demands, assessments, judgments, costs and expenses, including, without limitation, legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity. Notwithstanding the foregoing, neither the Seller or Member shall indemnify be liable to Purchaser for any misrepresentations or breaches of warranty (i) if the Indemnified aggregate amount of all the Losses of Purchaser Parties against based thereon or resulting therefrom is less than $25,000 (the "Liability Exception"); PROVIDED, HOWEVER, that such Liability Exception shall not apply to or include any Losses in excess of $500,000 25,000 in the aggregate or those in respect of misrepresentations or breaches of warranty contained in Sections 5.9, 5.13 and 5.23 hereof, as to which Seller and the Member shall be liable in full hereunder, or (ii) for any amount that exceeds, in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in Purchase Price under this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating but only to the termination extent of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(esuch excess)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));.

Indemnification by Seller. (a) In addition Without limiting any other rights that Buyer, any assignee of Buyer, including but not limited to all rights the Noteholders and remedies available to Purchaser at Law the Indenture Trustee, or in equity, Seller shall indemnify Purchaser and its Affiliates, stockholdersany of such Persons’ respective shareholders, officers, directors, employees, agents, representatives, successors and permitted assigns, heirs and estates or Affiliates (collectively, the each an “Indemnified Purchaser PartiesParty”) may have hereunder or under applicable law, Seller hereby agrees to indemnify each Indemnified Party from and save against any and hold each of them harmless against all damages, losses, claims, liabilities and pay on behalf of or reimburse such party as related costs and when incurred for any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any claims by or on behalf of any third partyexpenses, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any disbursements (all of the foregoing (collectivelybeing collectively referred to as “Indemnified Amounts”), “Losses”) which awarded against or incurred by such Indemnified Party or non–monetary damages of any such Indemnified Purchaser Party may sufferexcluding, sustain however, Indemnified Amounts to the extent resulting from the gross negligence or become subject to, as a result of, in connection withwillful misconduct on the part of the applicable Indemnified Party, relating or incidental to or by virtue ofresulting from: (i) any misrepresentation or breach of a representation or warranty (provided that such misrepresentation made or breach must be material in the event that the applicable representation or warranty is not qualified deemed made by materiality) on the part of Seller under this Agreement Seller, or any of the Exhibits its officers, under or Schedules heretoin connection with this Agreement, which shall have been false, incorrect or misleading when made or deemed made or delivered; (ii) the failure by Seller to comply with any nonfulfillment term, provision or breach covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any applicable law, including with respect to any Mortgage Loans or the nonconformity of any covenant or agreement (provided that Mortgage Loans with any such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; orlaw; (iii) any liabilities of the Company which are not disclosed failure to Purchaser vest and maintain vested in this Agreement or Buyer, an undivided ownership interest in the Exhibits Mortgage Loans and Schedules hereto, all related assets free and clear of any Encumbrance whether existing at the time of any Purchase or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or at any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Date. (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto time thereafter (including, without limitation, Losses relating as a result of the failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable law, whether at the time of any Purchase or at any subsequent time); (iv) any dispute, claim, offset or defense (other than the discharge in bankruptcy of any Mortgagor Customer) of any Mortgagor Customer to the termination of current employees payment with respect to any Mortgage Loans (including, without limitation, a defense based on the Mortgage Loans not being a legal, valid and binding obligations of the Company related Mortgagor Customer enforceable against it in accordance with its terms), or any other claim related to such Mortgage Loans; (who v) any failure of Seller to have performed its duties under any Mortgage; (vi) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which a Mortgagor Customer may be located as a result of the failure of Seller to qualify to do business or file any notice or business activity report or any similar report; (vii) any claim, suit or action of any kind arising out of or in connection with their respective estimated termination Environmental Laws, including any vicarious liability; (viii) the failure by Seller to pay when due any taxes for which Seller is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Mortgage Loans; (ix) the commingling of collections on the Mortgage Loans at any time with other funds of Seller; (x) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases by Seller or the security interest in the Mortgage Loans; (xi) any failure by Buyer to give at least reasonably equivalent value to Seller in consideration for the transfer to Buyer of any of the Mortgage Loans or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of any federal or state bankruptcy, insolvency or similar law; or (xii) the failure of Seller or any of its agents or representatives to remit to Buyer collections on the Mortgage Loans remitted to Seller or any such agent or representative as provided in this Agreement. (b) Any amounts subject to the indemnification provisions of this Section 12.1 shall be paid by Seller to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) If for any reason the indemnification provided above in this Section 12.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Seller shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and Seller, on the other hand, but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (d) Indemnification under Section 12.1 shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the receipt of the indemnity amounts are referenced in Schedule 2.12(e)) and provided hereunder, including the litigation matter identified in Schedule 2.19(a) (effect of such tax or refund on the “Lokau Litigation”));amount of tax measured by net income or profits that is or was payable by the Indemnified Party.

Indemnification by Seller. Notwithstanding the Closing, Seller hereby agrees to indemnify, defend and hold Buyer harmless against and with respect to, and shall reimburse Buyer for: (a) In addition to Any and all rights and remedies available to Purchaser at Law losses, direct or indirect, liabilities, or damages resulting from any untrue representation, breach of warranty, or nonfulfillment of any covenant or obligation by any Seller contained herein or in equityany certificate, document or instrument delivered to Buyer hereunder; (b) Any and all obligations of Seller shall indemnify Purchaser not assumed by Buyer pursuant to the terms of this Agreement; (c) Any and its Affiliatesall losses, stockholdersliabilities or damages resulting from the operation or ownership of the Station prior to the Effective Time, officersincluding but not limited to (i) any and all liabilities arising under the Station Licenses, directorsthe Real Property Leases, employeesor the Contracts which relate to events occurring prior to the Effective Time, agentsand; (ii) any fines, representativesforfeitures, successors and permitted assigns, heirs and estates other penalties imposed by the FCC related to Seller's operation of the Station prior to Closing (e.g.. commercial overages for children's programming) (collectively, "FCC Penalties"); provided, however, that in the “Indemnified Purchaser Parties”) and save and hold each of them harmless against and pay on behalf of or reimburse such party as and when incurred event the Seller/Buyer LMA becomes effective, then Seller shall not indemnify Buyer for any lossFCC Penalties attributable in whole or in part to Buyer's action or inaction under the Seller/Buyer LMA. (d) Any and all losses, Liabilityliabilities 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 losses, demandliabilities or damages resulting from the litigation listed on Schedule 7.9; (f) Any and all actions, claimsuits, actionproceedings, cause of actionclaims, costdemands, damageassessments, deficiencyjudgments, Tax, penalty, fine or expense, whether or not arising out of any claims by or on behalf of any third partycosts and expenses, including interest, penalties, reasonable attorneys’ legal fees and expenses and ail reasonable amounts paid in investigationexpenses, defense or settlement of incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity, subject to the notice and opportunity to remedy requirements of Section 16.3 hereof; and (collectively, “Losses”g) which Interest at the Prime Rate on any such Indemnified Purchaser Party may suffer, sustain reimbursable expense or become subject to, as a result ofloss incurred by Seller from the date of payment, in connection with, relating or incidental to or by virtue of: (i) any misrepresentation or breach the case of a representation or warranty (provided that such misrepresentation or breach must be material reimbursable expense, and from the date of incurrence, in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any of the Exhibits or Schedules hereto; (ii) any nonfulfillment or breach case of any covenant or agreement (provided that such nonfulfillment or breach must be material in other losses, until the event that the applicable covenant or agreement is not qualified date of reimbursement by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing DateBuyer. (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));

Indemnification by Seller. (a) In addition Subject to all rights the terms and remedies available to Purchaser at Law or in equityconditions of this Article VI, from and after the Closing, Seller shall indemnify Purchaser Buyer in respect of, and its Affiliateshold Buyer harmless against, stockholdersany and all debts, officersobligations and other liabilities, directorsmonetary damages, employeesfines, agentsfees, representativespenalties, successors interest obligations, deficiencies, losses, costs and permitted assigns, heirs expenses (including without -49- limitation reasonable attorneys' fee and estates expenses) (collectively, the “Indemnified Purchaser Parties”"DAMAGES") and save and hold each of them harmless against and pay on behalf of incurred or reimburse such party as and when incurred for suffered by Buyer or any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue ofAffiliate thereof: (a) resulting from, relating to or constituting any (i) any misrepresentation or breach of a representation or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under contained in this Agreement or any of the Exhibits or Schedules hereto; (ii) any nonfulfillment or breach of failure to perform any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under contained in this Agreement; or; (iiib) resulting from, relating to or constituting Excluded Liabilities; (c) resulting from, relating to or constituting any liabilities obligation of the Company which are not disclosed Seller to Purchaser in this Agreement or in the Exhibits indemnify SteriGenics International, Inc. and Schedules heretoRSI Leasing, whether or not such non-disclosure constitutes Inc. for a misrepresentation or breach of a representationwarranty by Seller with respect to Section 4.15 "Environmental Matters" of that Asset Acquisition Agreement, warrantydated December 27, covenant 1997, by and among SteriGenics International, Inc. and RSI Leasing, Inc. and Seller; (d) resulting from, relating to or agreement on constituting the part failure to comply by Seller with the bulk transfer laws of any jurisdiction in connection with the sale by Seller under of the Acquired Assets to Buyer pursuant to this Agreement (compliance by Seller with such bulk transfer laws being hereby waived by Buyer in consideration of Buyer's rights to indemnification hereunder for the failure to so comply by Seller with such bulk transfer laws); (e) resulting from or relating to any claim by a third party against Seller, Thermo Electron Corporation, SRT, Nicolet or the Business to the extent based upon the failure by Seller to sell the Business to such third party; or (f) resulting from or relating to any employee benefit plan maintained or contributed to by Seller or any ERISA Affiliate that is neither required to be maintained or contributed to by Buyer nor assumed by Buyer in connection with this Agreement (by operation of law, through the ownership of the Exhibits and Schedules heretoSRT Stock or otherwise), provided that such Losses relate to including without limitation any liability arising from a complete or partial withdrawal from a multiemployer plan within the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to meaning of Section 4.6 during the one-year period commencing on the Closing Date2.16. (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));

Indemnification by Seller. (a) In addition to all rights From and remedies available to Purchaser at Law or in equityafter the Closing, Seller shall indemnify Purchaser and hold harmless Buyer and its Affiliates, stockholders, officers, directors, shareholders, employees, agentsconsultants, representativesagents and representatives wholly harmless from, successors against and permitted assignsin respect of any and all liability, heirs loss, cost and estates expense whatsoever (collectivelyincluding reasonable fees of legal counsel) that may be incurred by Buyer or any such person (each a "Buyer Claim") as a result of any one or more of the following: (a) Any and all activities of any Seller and those of any predecessor of any Seller prior to Closing, and any and all activities of any Seller following the “Indemnified Purchaser Parties”Closing with respect to its convenience store business located outside the Territory; (b) Any and all liabilities or obligations of any Seller and those of any predecessor of any Seller and any claim by a third party which arises from any such liability or obligation, including without limitation any Excluded Liabilities and any tax liabilities, but excluding Property Taxes described in Section 4.16(ii) and save and hold each of them harmless against and pay on behalf of the Assumed Liabilities; (c) The inaccuracy or reimburse such party as and when incurred for any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement breach of any of the foregoing (collectively, “Losses”) which representations or warranties made by any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any misrepresentation or breach of a representation or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any of the Exhibits or Schedules hereto; (ii) any nonfulfillment or breach of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement or in any exhibit, certificate or document delivered by Seller to the Exhibits extent that the same relates to a representation and Schedules heretowarranty made hereunder; (d) Seller's failure to perform any of its agreements contained in this Agreement, whether in any Seller Document or not such non-disclosure constitutes a misrepresentation in any other agreement or breach instrument delivered in connection herewith; (e) The failure of a representationthe parties to comply with any bulk sales or transfer law; (f) Any Environmental Conditions or lack of Environmental Compliance for which Seller is responsible in accordance with this Agreement, warrantyall Remediation Costs for Corrective Actions, covenant all Damages, any and all activities of Seller or agreement its agents, including the Remediation Consultant in performing Corrective Actions, and, except to the extent caused by the negligence or willful misconduct of Buyer, the presence of Seller and the Remediation Consultant and their representatives on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Date.Locations while performing Corrective Actions; and (bg) In addition Any claim by a franchisee that Buyer is liable to such franchisee for the foregoing, amount of any deposit setoff by Seller shall indemnify against the Indemnified Purchaser Parties against Losses Franchisee Receivable of such franchisee in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees of the Company (who accordance with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));Section 3.7 hereof.

Indemnification by Seller. (a) In addition to all rights and remedies available to Purchaser at Law or in equityTo the extent permitted by applicable law, Seller shall will indemnify Purchaser Buyer and each of its Affiliatesrespective controlling persons, stockholdersaffiliates, shareholders, directors, officers, directors, employees, agents, representatives, successors employees and permitted assigns, heirs and estates agents (collectively, the a “Seller Indemnified Purchaser PartiesPerson”) with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, against all claims, losses, damages, costs, expenses (including reasonable costs of investigation and save legal expenses) and hold each of them harmless against and pay on behalf of liabilities whatsoever (or reimburse such party as and when incurred for any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not actions in respect thereof) arising out of any claims by or based on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any misrepresentation untrue statement (or breach alleged untrue statement) of a representation material fact contained in any registration statement, prospectus, offering circular or warranty other similar document (provided that including any related registration statement, notification or the like) incident to any such misrepresentation registration, qualification or breach must compliance, or based on any omission (or alleged omission) to state therein a material fact required to be material stated therein or necessary to make the statements therein not misleading in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any light of the Exhibits circumstances under which they were made, or Schedules hereto; (ii) any nonfulfillment violation by Seller of the Securities Act or breach any state securities law or of any covenant rule or agreement (provided that such nonfulfillment or breach must be material in regulation promulgated under the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement Securities Act or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified state securities law or any common law or any other law applicable to Seller pursuant in connection with any such registration, qualification or compliance, and will reimburse a Seller Indemnified Person for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, unless such action arises out of or is based on any untrue statement or omission based upon written information furnished to Section 4.6 during the one-year period commencing on the Closing Date. (b) In addition to the foregoing, Seller by Buyer. It is expressly acknowledged that Seller shall not indemnify a Seller Indemnified Person otherwise entitled to indemnification hereunder if such Seller Indemnified Person made an untrue statement or failed to state a material fact in information furnished to Seller by Buyer for use in a registration statement and if the Indemnified Purchaser Parties against Losses use of such information by Seller in excess of $500,000 in connection with its registration statement causes the aggregateclaim, loss, damages, cost, expense or liability for which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));indemnification is being sought.

Indemnification by Seller. (a) In addition Seller agrees to all rights indemnify and remedies available to Purchaser at Law or in equity, Seller shall indemnify Purchaser hold harmless Buyer and its Affiliates, stockholders, officers, directors, stockholders, employees, agentsindependent contractors, agents and representatives, successors in their capacities as such, and permitted assignsthe successors, heirs and estates or personal representatives of any of them (collectively, the “Buyer Indemnified Purchaser Parties”) and save and hold each of them harmless against and pay on behalf of or reimburse such party as and when incurred for any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out in respect of any claims by or on behalf of any third partyand all losses, claims, damages, liabilities and reasonable expenses, including interestany reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense responding to or settlement of defending any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer), sustain arising from or become subject to, as a result of, in connection withwith the following matters (the “Buyer’s Indemnified Liabilities”), relating or incidental but net of the amount of any insurance proceeds realized by such Buyer Indemnified Party with respect to or by virtue ofsuch matters, without duplication: (ia) any misrepresentation breach or breach inaccuracy of a any representation or warranty by Seller contained in this Agreement, subject to the Threshold and Cap (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any of the Exhibits or Schedules heretoeach, as defined below); (iib) any nonfulfillment breach, violation or breach non-performance of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part obligation of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser contained in this Agreement or in the Exhibits any other transaction document executed and Schedules hereto, whether or not such delivered in connection with this Agreement; (c) non-disclosure constitutes a misrepresentation compliance with any applicable legislation relating to bulk sales; (d) any claim in respect of any occurrence, defect, deterioration, or breach of a representation, warranty, covenant incident (including any claim made for defective material and failure to comply with specifications) relating to any (i) Purchased Inventory or agreement on (ii) products using the part of Transferred Intellectual Property sold by Seller under this Agreement or any of its Affiliates, in each case whether asserted before, on or after the Exhibits Closing Date; (e) the Seller Chargebacks and Schedules heretothe Seller Returns; (f) any claim for a commission or similar fee brought or made by any Person who may have been hired by Seller as an investment adviser, provided that such Losses relate agent, broker or finder in connection with the transactions contemplated by this Agreement, including but not limited to Centerview Partners LLC; (g) the period prior failure of Seller to pay or discharge in due course any and all Excluded Liabilities; (h) the ownership of the Purchased Assets on or before the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during or the one-year period commencing on operation of the Purchased Business before the Closing Date.; (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by all fees, disbursements, expenses or settlement amounts payable in connection with the Indemnified Purchaser Party as a direct result of liabilities dispute or settlement of the Company which are disclosed to Purchaser in this Agreement Chinese Laundry Complaint; provided, however, that Seller shall have full and complete control over the conduct of any proceedings, discussions or in the Exhibits and Schedules attached hereto (including, without limitation, Losses negotiations relating to the termination Chinese Laundry Complaint matter and shall, in reasonable consultation with Buyer, have the right to decide all matters of current employees procedure, strategy, substance and settlement relating to such matter; and provided further, however, that Buyer shall have a reasonable approval right with respect to any settlement that impacts or limits Buyer’s use of the Company Transferred Intellectual Property (who such approval not to be unreasonably withheld); or (j) all fees, disbursements, expenses or settlement amounts payable in connection with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) the Remza Matter; provided, however, that Seller shall have full and complete control over the litigation matter identified in Schedule 2.19(a) (conduct of any proceedings, discussions or negotiations relating to the “Lokau Litigation”));Remza Matter and shall have the right to decide all matters of procedure, strategy, substance and settlement relating to such matter.

Indemnification by Seller. (a) In addition Seller hereby agrees to all rights defend, indemnify and remedies available to Purchaser at Law or in equityhold harmless Buyer, Seller shall indemnify Purchaser its officers, directors and employees, and its Affiliatessuccessors, stockholders, officers, directors, employees, agents, representatives, successors assigns and permitted assigns, heirs and estates affiliates (collectively, the “Indemnified Purchaser PartiesBuyer Indemnitees”) from and save against any and hold each of them harmless against all losses, claims, obligations, fines, proceedings, deficiencies, liabilities, damages, assessments, judgments, costs and pay on behalf of or reimburse such party as and when incurred for any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any claims by or on behalf of any third partyexpenses, including interest, penalties, reasonable attorneys’ attorney’s fees and expenses and ail reasonable amounts paid (both those incurred in connection with the investigation, defense or settlement of any prosecution of the foregoing indemnifiable claim and those incurred in connection with the enforcement of this provision) (collectively, “Buyer Losses”), caused by, resulting from or arising out of (directly or indirectly) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) (A) breaches of any misrepresentation or breach of a representation or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) hereunder on the part of Seller; and (B) failures by Seller under this Agreement to perform or otherwise fulfill any of the Exhibits undertaking or Schedules hereto;other agreement or obligation hereunder; and/or (ii) any nonfulfillment the operation of the Acquired Business or breach of any covenant Acquired Assets on or agreement (provided that such nonfulfillment or breach must be material in prior to the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this AgreementClosing Date; orand/or (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement liability or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part obligation of Seller under this Agreement or that is not an Assumed Liability; and/or (iv) any and all actions, suits, proceedings, claims and demands incident to any of the Exhibits and Schedules heretoforegoing or such indemnification; provided, however, that if any claim, liability, demand, assessment, action, suit or proceeding shall be asserted against a Buyer Indemnitee in respect of which a Buyer Indemnitee proposes to demand indemnification (“BUYER Indemnified Claims”), Buyer or such other Buyer Indemnitee shall notify Seller thereof, provided further, however, that such Losses relate the failure to so notify Seller shall not reduce of affect Seller’s obligations with respect thereto except to the period prior extent that Seller is materially prejudiced thereby. Subject to the Closing Date and are actually incurred and notified rights of or duties to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Date. (b) In addition to the foregoingany insurer or other third person having liability therefor, Seller shall indemnify have the Indemnified Purchaser Parties against Losses in excess right promptly upon receipt of $500,000 in such notice to assume the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities control of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (defense, compromise of settlement of any such Buyer Indemnified Claims, including, without limitationat its own expense, Losses relating employment of counsel; provided, however, that if Seller shall have exercised its right to the termination assume such control, Buyer may, in its sole discretion and at its expense, employ counsel to represent it (in addition to counsel employed by Seller) in any such matter, and in such event counsel selected by Xxxxx shall be required to cooperate with such counsel of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced Seller in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));such defense, compromise or settlement.

Indemnification by Seller. (a) In addition to all rights Seller will indemnify and remedies available to Purchaser at Law or in equityhold harmless Buyer, Seller shall indemnify Purchaser its subsidiaries and its Affiliatesaffiliates, stockholders, and each of their respective officers, directors, employeesshareholders, agents, representatives, successors employees and permitted assigns, heirs agents from and estates (collectively, the “Indemnified Purchaser Parties”) and save and hold each of them harmless against and pay on behalf of or reimburse such party as and when incurred for any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue ofagainst: (ia) any misrepresentation Any and all Retained Liabilities; (b) Any and all losses, liabilities, damages, costs and obligations (or actions or claims in respect thereof) which Buyer may suffer or incur, insofar as such losses, liabilities, damages, costs, or obligations (or actions or claims in respect thereof) arise out of or are based upon the breach of a any representation or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any of the Exhibits or Schedules heretoset forth herein; (iic) any nonfulfillment Any and all losses, liabilities, damages, costs and obligations (or actions or claims in respect thereof) which Buyer may suffer or incur, insofar as such losses, liabilities, damages, costs, or obligations (or actions or claims in respect thereof) arise out of or are based upon the breach of any covenant or agreement of Seller set forth herein; (provided that d) Any and all brokers' or similar fees or commissions in connection herewith, based on any understanding with Seller or any action taken by Seller; (e) Any and all losses and costs which Buyer may suffer or incur, insofar as such nonfulfillment or breach must be material losses and costs arise out the inability of Buyer to collect (in the event that ordinary course and within 180 days of the applicable covenant or agreement is not qualified by materiality or a basketClosing Date) the accounts receivable reflected on the part of Seller under this Agreement; orPost-Closing Statement and owed by Trans Capital Sdn. Bhd. and IEC Electronics Corporation; (iiif) Up to $500,000 in costs which Buyer may incur insofar as such costs arise out of severance payments actually made by Buyer to Michxx XxXxxx; xxd (g) Any and all legal and other expenses reasonably incurred by Buyer or any liabilities of its officers, directors, or controlling persons in connection with investigating, defending, or prosecuting any of the Company which are not disclosed matters referred to Purchaser in this Agreement paragraph (a), (b), (c), (d), (e), or (f) above (or actions or claims in the Exhibits and Schedules hereto, respect thereof) whether or not such non-disclosure constitutes a misrepresentation resulting in any loss, liability, damage, cost, or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Dateobligation. (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));

Indemnification by Seller. (a) In addition Seller and the Members jointly and severally agree subsequent to all rights the Closing to indemnify and remedies available to Purchaser at Law or in equity, Seller shall indemnify Purchaser hold Buyer and its Affiliates, stockholders, respective subsidiaries and affiliates and persons serving as officers, directors, employeespartners or employees thereof (individually a "BUYER INDEMNIFIED PARTY" and, agents, representatives, successors and permitted assigns, heirs and estates (collectively, the “Indemnified Purchaser Parties”"BUYER INDEMNIFIED PARTIES") harmless from and save against any damages, liabilities, losses, Taxes, fines, penalties, costs, and hold each expenses (including, without limitation, reasonable fees of them harmless against and pay on behalf counsel) of any kind or reimburse such party as and when incurred for any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, nature whatsoever (whether or not arising out of any third-party claims by or on behalf of any third party, and including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue offollowing matters: (ia) any fraud, intentional misrepresentation or a deliberate or wilful breach by Seller or any Member of a representation any of their representations, warranties or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller covenants under this Agreement or in any of the Exhibits certificate, schedule or Schedules exhibit delivered pursuant hereto; (iib) any nonfulfillment or other breach of any representation, warranty or covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller or any Member under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules any certificate, schedule or exhibit delivered pursuant hereto, whether or not such non-disclosure constitutes by reason of any Claim asserted or instituted growing out of any matter or thing constituting a misrepresentation or breach of a representationsuch representations, warranty, covenant warranties or agreement on covenants; (c) Taxes attributable to the part of Subject Assets for periods prior to the Closing; (d) any failure by Seller under this Agreement or the Members to perform and discharge any of the Exhibits and Schedules hereto, provided that such Losses relate to Excluded Liabilities as set forth in this Agreement; (e) any liability of Seller or any Member for Taxes which is not included in the period Assumed Liabilities; and (f) any Claims arising prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Date. (b) In addition to the foregoingClosing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses Claims arising from or relating to events, acts, circumstances, omissions, conditions or any other state of facts occurring prior to the Closing, regardless of whether such Claims are made or asserted prior to or after the Closing, and that relate to (i) Seller's workforce, (ii) compliance with all governmental obligations, (iii) compliance with applicable laws, regulations or permitting or licensing requirements, (iv) personal injury and property damage matters, (v) worker health and safety matters, (vi) employee, pension and benefit matters, (vii) tax matters; and (viii) any matter, liability, obligation or alleged liability or obligation of Seller or relating to the termination business of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));Seller.

Indemnification by Seller. (a) In addition From and after the Closing and subject to all rights and remedies available to Purchaser at Law or in equitythe limitations of this Article 10, Seller shall shall, jointly and severally, indemnify Purchaser and its hold Buyer, Master Fund, and Feeder Fund and their Affiliates, stockholderstheir respective successors and assigns, and in each such case their respective present or former directors, officers, directorsshareholders, employees, agents, representatives, successors employees and permitted assigns, heirs and estates agents (collectively, the “Buyer Indemnified Purchaser Parties”) harmless from and save against any and hold each of them harmless against and pay on behalf of or reimburse such party as and when all Losses at any time incurred for by any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) which any such Buyer Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental resulting from, related to or by virtue ofarising from: (ia) any misrepresentation material breach by a Seller of any of its representations or breach warranties (with materiality determined, where applicable, by reference to the Transferred Contract that is the subject of a the relevant representation or warranty warranty) in this Agreement, the Assignment and Assumption Agreements, or in any other agreement entered into in connection with this Agreement; (provided b) any material breach or nonfulfillment of any agreement or covenant (in each case with materiality determined, where applicable, by reference to the Transferred Contract that such misrepresentation is the subject of the relevant agreement or breach must covenant) to be material performed by a Seller pursuant to this Agreement, the Assignment and Assumption Agreements, or in any other agreement entered into in connection with this Agreement; (c) any claim by an Obligor or a third party in connection with a Seller’s making or collecting loans or performing any transactions under the event that Transaction Documents prior to or at the applicable representation Closing Date; or (d) any failure by a Seller to pay or warranty is not qualified perform, or any claim against a Buyer Indemnified Party by materiality) on the part of Seller under this Agreement or a third party that, if successful, would give rise to, any of the Exhibits Excluded Obligations. Notwithstanding anything to the contrary contained in this Agreement, neither Seller has made any representations or Schedules hereto; warranties, and therefore provides no indemnification, regarding: (i) the creditworthiness, solvency or financial ability of any Obligor or Guarantor or any other obligor, including any pledgor, any letter of credit issuer or insurer to pay or to perform any of its liabilities or obligations with respect to the Transferred Assets, or (ii) any nonfulfillment Obligor’s or breach Guarantor’s paying or performing pursuant to the terms of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing DateTransferred Contract. (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));

Indemnification by Seller. (a) In addition After the Primary 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 all rights and remedies available to Purchaser at Law or in equitythe terms of this Article XIV, Seller shall agrees to indemnify Purchaser and to hold Purchaser, its Affiliates, stockholdersshareholders, officers, directors, employees, agents, representatives, successors and permitted assigns, heirs and estates employees (collectively, the “"Indemnified Purchaser Parties”") harmless from and save and hold each of them harmless against and pay on behalf of or reimburse such party as and when incurred for any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out in respect of any claims losses (including lost revenues), damages, costs, expenses (including costs of investigations and reasonable attorney fees), suits, demands, judgments and diminutions in value suffered or incurred (each a "Loss" and collectively "Losses") by Purchaser arising from or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject related to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any misrepresentation Any Non-Assumed Liability, whether or breach not known or asserted at or prior to the Primary Closing, relating to or arising from the ownership, operation, control or sale of a representation the Assets, the Cellular System or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement Business or any other state of facts which existed at or prior to Primary 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 the Primary Closing, of the Exhibits Cellular System or Schedules heretothe Business; (ii) any nonfulfillment Any misrepresentation or breach of warranty in, or omission from, any covenant representation or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part warranty of Seller under in this Agreement; or, the Schedules or Exhibits hereto, the Deposit Escrow Agreement, the Purchase Escrow Agreement, the Management Agreement, the Xxxx of Sale, the Assumption Agreement or in any closing certificate delivered by Seller to Purchaser pursuant to Article X hereof; (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement Any breach or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach fulfillment of a representation, warranty, any covenant or agreement on the part of Seller under this Agreement to be performed on or following the Primary Closing Date; and (iv) All costs and expenses (including reasonable attorneys' fees) incurred by Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to matters Purchaser is indemnified against by Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Datein this Agreement. (b) In addition and subject to the foregoingterms of this Article XIV, Seller shall indemnify the Indemnified Purchaser Parties against and hold it harmless from any and all Losses in excess of $500,000 in the aggregate, which (i) are incurred Purchaser may incur by the Indemnified Purchaser Party as a direct result of liabilities reason of the Company which are disclosed failure (if any) of Seller to Purchaser in this Agreement or in comply with the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees Bulk Transfers Article of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));Uniform Commercial Code of any state.

Indemnification by Seller. (a) In addition Seller agrees, effective as of the Closing, to all rights pay, and remedies available to Purchaser at Law or in equityindemnify, Seller shall indemnify Purchaser save, defend and hold harmless Buyer and each of its Affiliates, stockholders, officers, directors, employees, agents, representatives, successors shareholders and permitted assigns, heirs and estates representatives (collectively, the “Indemnified Purchaser PartiesInsiders”) ), from and save against, and hold each of them harmless against shall reimburse Buyer and pay on behalf of or reimburse such party as its Insiders with respect to, any and when incurred for any lossall damages, Liabilityliabilities, demandlosses, claimobligations, actionactions, cause of actionsuits, costdisbursements, damageclaims, deficiency, Tax, penalty, fine or expense, whether or not arising out of any claims by or on behalf of any third party, including interestdeficiencies, penalties, interest, expenses, fines, assessments, charges and costs (including reasonable attorneys’ fees ' and expenses expert witness' fees, costs of investigation and ail reasonable amounts paid in investigation, defense or settlement court costs) of any of the foregoing every kind (collectively, “Losses”), imposed on, incurred by or asserted against Buyer or its Insiders (or any of them) which in any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, way relating or incidental to or by virtue arising from or out of: (ia) any misrepresentation or A breach of a any representation or warranty (provided that of Seller contained in this Agreement or in any agreement or certificate delivered by Seller pursuant to this Agreement, in each case, without regard to any qualification contained in any such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materialityas to materiality or a Seller Material Adverse Effect (both for purposes of determining if any inaccuracy or breach occurred and for determining the amount and extent of Losses); (b) on Ownership or operation of the part Branch Offices or the business and properties of the Branch Offices prior to the Effective Time, but excluding any Assumed Liability; (c) Any Excluded Asset or Excluded Liability; (d) A breach of any express covenant of Seller under in this Agreement or any of the Exhibits documents entered into pursuant to the terms hereof or Schedules hereto; (ii) the failure of Seller to perform any nonfulfillment or breach of any agreement, covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part obligation of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser contained in this Agreement or in the Exhibits and Schedules heretoany other agreement or document executed pursuant to this Agreement; (e) Any claim, whether liability, obligation or not such non-disclosure constitutes a misrepresentation penalty incurred or breach of a representation, warranty, covenant suffered by Buyer in connection with Seller’s failure to pay or agreement on the part of Seller under this Agreement or discharge any of the Exhibits and Schedules hereto, provided that such Losses relate its liabilities not assumed by Buyer pursuant to the period this Agreement; (f) Any check or other instrument drawn on or deposited into a Branch Office Deposit account (i) on or prior to the Closing Date and are actually incurred and notified upon which a forgery (signature or endorsement) or alteration claim is asserted against Buyer or as to which a proper endorsement is lacking or (ii) prior to or after the Closing Date that involves a check kiting scheme that was initiated on or prior to the Closing Date that Seller pursuant should have reasonably been aware of after due inquiry; (g) Any chargeback occurring after the Closing Date on a Deposit account to Section 4.6 during the one-year period commencing extent that such chargeback exceeds the funds in the account on the Closing Date.date of such chargeback but solely to the extent that such chargeback resulted from a violation of Seller’s expedited funds availability policy in effect on the date such funds were deemed collected on the account (provided that Buyer shall reimburse Seller for any sums so indemnified to the extent that Seller recoups any funds so charged back from subsequent deposits into the Deposit account so transferred); (bh) In addition The failure to obtain any Consent with respect to any Commitment of the foregoingSeller or any Branch Office which provides for or requires the Consent of the other party thereto to be obtained in connection with, Seller shall indemnify or as a result of, the Indemnified Purchaser Parties against Losses in excess consummation of $500,000 in any of the aggregate, which transactions contemplated by this Agreement; (i) are incurred Any Taxes, including interest and penalties, required to be paid by Seller or its successor, which relate to Seller’s business or assets at or prior to the Indemnified Purchaser Party as Effective Time; (j) The involuntary termination of employment by Seller prior to the Effective Time of any Branch Employee; or (k) Any Order, action, suit, claim, arbitration, proceeding, hearing or investigation before any Governmental Entity or arbitration panel related to Seller’s computation of interest on any Loan on a direct result 360-day basis and Buyer’s continuation of liabilities such computation post-Closing prior to Buyer’s modification of the Company which are disclosed such computation to Purchaser a 365-day basis. Any claim for indemnification may independently apply to multiple representations, irrespective of whether such claim is consistent with any other representation contained in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));Agreement.

Indemnification by Seller. (a) In addition to all rights and remedies available to Purchaser at Law or in equityIf the Closing occurs, Seller shall covenants and agrees to defend and indemnify Purchaser Buyer and its Affiliates and each of Buyer’s and its Affiliates’ respective Representatives (individually, stockholders, officers, directors, employees, agents, representatives, successors a “Buyer Indemnified Party” and permitted assigns, heirs and estates (collectively, the “Buyer Indemnified Purchaser Parties”) and save in respect of, and hold each of them the Buyer Indemnified Parties harmless against and pay on behalf will compensate and reimburse the Buyer Indemnified Parties for, any and all Losses incurred, suffered or paid by any Buyer Indemnified Party (regardless of whether such Losses relate to any Third Party Claim) resulting from, relating to or reimburse such party constituting: (a) any breach or inaccuracy, as and when incurred for any lossof the date of this Agreement or as of the Closing Date, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any claims representation or warranty of Seller set forth in this Agreement, the Disclosure Schedule or any agreement, certificate or other document delivered by or on behalf of Seller in connection herewith, or any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any misrepresentation or breach of a representation or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any of the Exhibits or Schedules heretoparty allegation thereof; (iib) any nonfulfillment or breach of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of any member of the Seller under Group set forth in this Agreement; or, the Disclosure Schedule or any agreement, certificate or other document delivered by or on behalf of Seller in connection herewith; (iiic) any liabilities Retained Liabilities; (d) any Liability (including any Liability related to Taxes) imposed upon Buyer by reason of its status as transferee of, or successor to, the Business or the Acquired Assets (including any Liability imposed upon Buyer as a result of the Company which are not disclosed to Purchaser failure, in this Agreement or in connection with the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any sale of the Exhibits Acquired Assets by Seller to Buyer pursuant to this Agreement, to comply with, and Schedules heretoobtain for Buyer the benefits afforded by compliance with, provided that such Losses relate to any applicable bulk transfers Laws or Tax clearance certificate requirements under applicable state Tax Law); (e) the period Business prior to the Closing Date or the actions or omissions of the directors, officers, equityholders, employees or agents of any member of the Seller Group on or prior to the Closing Date; (f) any violation, conflict, breach of or default under (or omission or commission of any action, condition or event which, after notice, lapse of time or both, would result in any such violation, conflict or breach of or default under) any Contract, Permit or Law by any member of the Seller Group with respect to any of the Acquired Compounds or the Business, in each case on or prior to the Closing Date; (g) any product warranty claims or obligations in connection with any of the Acquired Compounds manufactured or sold on or prior to the Closing Date; (h) any product liability claims or obligations (including claims or obligations relating to personal injury, death or property damage) in connection with any of the Acquired Compounds manufactured or sold on or prior to the Closing Date; (i) any property damage or any personal injury or death suffered by any current or former Representative of any member of the Seller Group, to the extent relating to the Business and are actually incurred caused or aggravated by occurrences, omissions or circumstances on or prior to the Closing Date; (j) any infringement, violation or misappropriation of Intellectual Property rights of any Person on or prior to the Closing Date (A) by the Business (or by any Person whose Liability the Business has retained or assumed either by Contract or by operation of Law) or (B) related to the manufacture, marketing, distribution, use, sale or license of any of the Acquired Compounds; (i) any Seller Indebtedness (except to the extent such Seller Indebtedness is withheld from the Cash Consideration and notified to Seller paid off at Closing by Buyer pursuant to Section 4.6 during 1.4(b)(i)(B)) or (ii) any Transaction Costs (except to the one-year period commencing on extent such Transaction Costs are withheld from the Cash Consideration and paid off at Closing Date.by Buyer pursuant to Section 1.4(b)(i)(C)); and (bl) In addition any Liability with respect to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (imatters set forth on Section 8.1(l) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));Disclosure Schedule.

Indemnification by Seller. (a) In addition Notwithstanding the Primary Closing or Final 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 all rights the terms of this Article XIV Seller agrees to indemnify and remedies available to Purchaser at Law or in equityhold Purchaser, Seller shall indemnify Purchaser and its Affiliates, stockholdersshareholders, officers, directors, employees, agents, representatives, successors and permitted assigns, heirs and estates employees (collectively, the “"Indemnified Purchaser Parties”") harmless from and save and hold each of them harmless against and pay on behalf of or reimburse such party as and when incurred for any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out in respect of any claims losses (including lost revenues), damages, costs, expenses (including costs of investigations and reasonable attorney fees), suits, demands, judgments and diminutions in value suffered or incurred (each a "Loss" and collectively "Losses") by Purchaser arising from or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject related to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any misrepresentation Any and all Non-Assumed Liabilities, whether or breach not known or asserted at or prior to the Primary Closing, relating to or arising from the ownership, operation, control or sale of a representation the Assets or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement Business, or any other state of facts which existed at or prior to the Exhibits or Schedules heretoPrimary Closing; (ii) Any liability, debt, obligation, tax, claim or demand relating to the FCC Authorization or any nonfulfillment application therefor, including without limitation, any fines or forfeitures imposed or threatened to be imposed by the FCC, prior to the Final Closing; (iii) Any misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities , the Schedules or Exhibits hereto, the Management Agreement including the Exhibits thereto, the Xxxx of Sale, the Company which are not disclosed to Purchaser in this Assumption Agreement, the Deposit Escrow Agreement, the Purchase Escrow Agreement or in the Exhibits any closing certificate delivered by Seller to Purchaser pursuant to Article XI hereof; and (iv) All costs and Schedules heretoexpenses (including reasonable attorneys' fees) incurred by any Indemnified Purchaser Party in connection with any action, whether suit, proceeding, demand, assessment or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or judgment incident to any of the Exhibits and Schedules hereto, provided that matters such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Indemnified Purchaser Party is indemnified against by Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Datein this Agreement. (b) In addition and subject to the foregoingterms of this Article XIV, Seller shall indemnify the Indemnified Purchaser Parties against and hold them harmless from any and all Losses in excess of $500,000 in the aggregate, which (i) are incurred they may incur by the Indemnified Purchaser Party as a direct result of liabilities reason of the Company which are disclosed failure (if any) of Seller to Purchaser in this Agreement or in comply with the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees Bulk Transfers Article of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));Uniform Commercial Code of any state.

Indemnification by Seller. (a) In addition to all rights Notwithstanding the Closing, and remedies available to Purchaser at Law or in equity, Seller shall indemnify Purchaser and its Affiliates, stockholders, officers, directors, employees, agents, representatives, successors and permitted assigns, heirs and estates (collectively, the “Indemnified Purchaser Parties”) and save and hold each of them harmless against and pay on behalf of or reimburse such party as and when incurred for any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out regardless of any claims investigation made at any time by or on behalf of Buyer or any third partyinformation Buyer may have, including interest, penalties, reasonable attorneys’ fees Seller hereby agrees to indemnify and expenses hold Buyer harmless against and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject with respect to, as a result of, in connection with, relating or incidental to or by virtue ofand shall reimburse Buyer for: (ia) Any and all losses, liabilities, or damages resulting from any misrepresentation or untrue representation, breach of a representation warranty, or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any of the Exhibits or Schedules hereto; (ii) any nonfulfillment or breach of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser contained in this Agreement or in the Exhibits and Schedules heretoany certificate, whether document, or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller instrument delivered to Buyer under this Agreement Agreement, other than losses, liabilities or damages resulting from any of the Exhibits and Schedules hereto, provided breach that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller is waived by Buyer pursuant to Section 4.6 during the one-year period commencing on the Closing Date.Sections 6.14 and 9.2(d), (e), (f) and (g) hereof; (b) In addition Any and all obligations of Seller not assumed by 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 cost resulting from the failure of the parties to comply with the provisions of any bulk sales law applicable to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities transfer of the Company Assets; (d) Any and all losses, liabilities, or damages resulting from the operation or ownership of any Station prior to the Closing, including any liabilities arising under the Licenses or the Assumed Contracts which are disclosed relate to Purchaser events occurring prior the Closing Date; and (e) Any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including reasonable legal fees and expenses, incident to any of the foregoing or incurred in this Agreement investigating or attempting to avoid the same or to oppose the imposition thereof, or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));enforcing this indemnity.

Indemnification by Seller. (a) In addition Subject to all rights and remedies available to Purchaser at Law or in equitythe provisions of this Agreement, the Seller shall indemnify Purchaser defend, indemnify, and hold harmless the Buyer and its Affiliates, stockholders, officers, directors, employees, agents, representatives, respective successors and permitted assigns, heirs and estates assigns (collectively, the “Buyer Indemnified Purchaser Parties”) for, and save will pay to the Buyer Indemnified Parties the amount of, any actions, suits, proceedings, claims, investigations, complaints, judgments, orders, rulings, losses, liabilities, costs, Taxes, liens, damages, costs of clean-up, containment, or other remediation expenses (including reasonable out-of-pocket costs of investigation and hold each of them harmless against defense and pay on behalf of or reimburse such party as and when incurred for any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expensereasonable attorneys’ fees), whether or not involving a third-party claim (collectively, “Damages”) suffered or incurred by Buyer Indemnified Parties, arising out from or in connection with any one or more of the following: (a) Any breach by Seller of any claims of its covenants in this Agreement or in any Seller Ancillary Agreement to be fully complied with or performed prior to the Closing Date (the “Seller’s Pre-Closing Covenants”) or any breach of any covenant or obligation of Seller in this Agreement or in any Seller Ancillary Agreement to be fully complied with or performed in whole or in part after the Closing Date; (b) Any failure of Seller to perform any of its obligations in this Agreement or in any Seller Ancillary Agreement; (c) Any breach of any warranty or the inaccuracy of any representation of Seller contained or referred to in this Agreement or in any certificate delivered by or on behalf of Seller pursuant hereto (the “Seller’s Representations”); (d) Any Excluded Liability; or (e) Any claim or liability with respect to shipments loaded on or prior to the Closing Date. In no event shall the Seller have any third partyobligations under this Article 11 unless the aggregate Damages for which the Seller would, including interestbut for this limitation, penaltiesbe liable exceed on a cumulative basis an amount equal to One Thousand and 00/100ths Dollars ($1,000.00) (the “Seller’s Deductible Amount. Further, reasonable attorneys’ fees and expenses and ail reasonable amounts paid notwithstanding anything in investigationthis Agreement, defense or settlement of any the aggregate liability of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any misrepresentation or breach of a representation or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or Article 11 shall in no event exceed Five Hundred Thousand and 00/100ths Dollars ($500,000.00) (the “Seller’s Capped Amount”). The Seller’s Deductible Amount and the Seller’s Capped Amount will not apply to any of intentional breach by the Exhibits or Schedules hereto; (ii) any nonfulfillment or breach Seller of any covenant or agreement (provided obligation contained herein or to the Seller’s obligations under any of the Seller Ancillary Agreements, it being specifically understood and agreed that such nonfulfillment or breach must the Seller’s obligations under the Seller Ancillary Agreements shall be material governed solely by the terms of each of said Seller Ancillary Agreements and not by this Agreement in the event that of any conflict between the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Datetwo. (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));

Indemnification by Seller. (a) In addition to all rights and remedies available to Purchaser at Law or in equity, Seller shall indemnify Purchaser respectively indemnify, defend, save and hold Purchaser, its Affiliatessuccessors and assigns, stockholders, and their officers, directors, employees, agents, representatives, successors agents and permitted assigns, heirs and estates Affiliates (collectively, the “Indemnified "Purchaser Parties”Indemnitees") harmless from and save and hold each of them harmless against and pay on behalf of all demands, claims, allegations, assertions, actions or reimburse such party as and when incurred for any loss, Liability, demand, claim, action, cause causes of action, costassessments, damagelosses, deficiencydamages, Taxdeficiencies, penaltyliabilities, fine or expensecosts and expenses (including reasonable attorneys' fees, whether or not arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail all reasonable amounts paid in investigation, defense or settlement of any of the foregoing (and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, “Losses”"Purchaser Damages") which any such Indemnified Purchaser Party may sufferasserted against, sustain or become subject imposed upon, resulting to, as a result ofrequired to be paid by, in connection withor incurred by any Purchaser Indemnitees, relating directly or incidental to or by virtue ofindirectly: (i) any misrepresentation in connection with, arising out of, or which would not have occurred but for (A) a material breach of a any representation or warranty made by Seller in this Agreement, any certificate or document furnished pursuant hereto or any Ancillary Agreement to which Seller is or is to become a party; (provided that such misrepresentation B) a material breach or breach must be material nonfulfillment of any covenant or agreement made by Seller in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under pursuant to this Agreement and in any Ancillary Agreement to which Seller is or is to become a party; or (C) Seller's failure to pay any of the Exhibits or Schedules heretoRetained Liability; (ii) any nonfulfillment that arise as a result of the presence in, on or breach under the Real Property, or in, on or under the buildings, structures, improvements or fixtures located thereon, of any covenant toxic or agreement Hazardous Substances, including but not limited to asbestos: (provided that such nonfulfillment a) not known to Purchaser, including by virtue of the report referred to in Section 10.9 hereof; (b) placed during Seller's ownership of the Real Property; and (c) the presence of which Seller is notified by Purchaser in writing within two years from the Closing Date. Without limiting the generality of the foregoing, Seller's indemnity obligation shall include costs incurred in connection with any site investigation or breach must be material any remedial, removal, or restoration work, required by any local, state, or federal agency because of the presence of Hazardous Substances in, on or under the said Real Property, or in on or under the said building, structure, improvements or fixtures located thereon, whether in the event soil, groundwater, air, or any other receptor: (a) not known to Purchaser, including by virtue of the report referred to in Section 10.9 hereof; (b) placed during Seller's ownership; and (c) of which Seller is notified in writing by Purchaser within two years from the Closing Date, but 40 42 shall not include incidental or consequential damages. Notwithstanding the foregoing, toxic or Hazardous Substances emitted, released or placed on the Real Property as a result of Seller's removal, pursuant to Section 8.1.16 hereof; of that certain underground storage tank identified in said report and referred to in Section 8.1.16, do not and would not constitute a toxic or Hazardous Substance known to Purchaser by virtue of said report. With respect to any matters in this Section 14.2(ii), Purchaser shall bear the burden of proving that the applicable covenant presence of any such toxic or agreement is not qualified by materiality Hazardous Substances originated or a basket) was placed in, on or under the part Real Property or in, on or under the buildings, structures, improvements or fixtures located thereon during Seller's ownership of Seller under this Agreementthe Property; orand (iii) that arise as a result of Seller's failure to pay any liabilities of the Company which are not disclosed federal, state or local tax attributable to Purchaser in this Agreement or in the Exhibits and Schedules heretoa period prior to Closing, whether or not such non-disclosure constitutes a misrepresentation then assessed, including but not limited to income tax, corporate tax, employee withholding or breach other tax or any other fee, assessment, or liability, which failure results in or could result in the imposition of a representation, warranty, covenant or agreement lien on the part of Seller under this Agreement Real Property or on any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing DatePurchased Assets. (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));

Indemnification by Seller. Seller agrees, subject to the other ---------------------------- terms, conditions and limitations of this Agreement (including the provisions of ARTICLE 10 hereof), to indemnify the Buyer and any Buyer Indemnitee against, and to hold the Buyer and each Buyer Indemnitee harmless from, all Loss arising out of: (a) In addition the failure of any representation or warranty of Seller contained in ARTICLE 4 of this Agreement or any certificate delivered pursuant to this Agreement, to be true and correct as of the Closing Date or the breach or violation of any covenant of Seller made herein; (b) any of the Excluded Assets or any of the Excluded Liabilities; (c) the operation of the Business or the Purchased Assets by Seller at any time or times on or prior to the Closing Date (including without limitation any and all rights and remedies available Taxes arising out of, or payable with respect to, Seller's business operations through the Closing Date); (d) any failure of Seller to Purchaser at Law pay the Transaction Taxes; (e) liability for noncompliance with any bulk sales, bulk transfer or in equity, Seller shall indemnify Purchaser and its Affiliates, stockholders, officers, directors, employees, agents, representatives, successors and permitted assigns, heirs and estates similar laws applicable to the transactions contemplated by this Agreement (collectively, Seller's compliance with which is hereby waived by the “Indemnified Purchaser Parties”Buyer) and save and hold each of them harmless against and pay on behalf of or reimburse such party as and when incurred for any loss, Liability, claims asserting that any transactions contemplated by this Agreement constitute a fraudulent conveyance or similar claim; (f) any demand, claim, actiondebt, suit, cause of action, costarbitration or other proceeding (including, damagebut not limited to, deficiencya warranty claim, Tax, penalty, fine a product liability claim or expense, whether any other claim) that is made or not arising out of any claims asserted by or on behalf of any third partyparty that relates to any product or service that was sold, licensed or otherwise provided by Seller; (g) any demand, claim, debt, suit, cause of action or proceeding made or asserted by a shareholder, creditor, receiver, or trustee in bankruptcy of Seller, or of the property or assets of either, asserting that the transfer of the Purchased Assets to the Buyer hereunder constitutes a fraudulent conveyance, fraudulent transfer or a preference under any applicable state or federal law, including interestbut not limited to the United States Bankruptcy Code; (h) any demand, penaltiesclaim, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigationdebt, defense suit, cause of action or settlement proceeding made or asserted by any employee or independent contractor of Seller or any of its Affiliates or any former employee or independent contractor of Seller or any of its Affiliates, that relates in any manner to any termination by Seller or an Affiliate of Seller of such person's employment or the foregoing (collectively, “Losses”) which services of such employee or independent contractor or any other matter relating to the employment of such Indemnified Purchaser Party may suffer, sustain employee or become subject to, as a result of, in connection with, relating independent contractor by Seller or incidental to or by virtue of:an Affiliate of Seller; (i) Seller's termination of the contractual relationship with any misrepresentation or breach Contractor and the employment of a representation or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any of the Exhibits employees at any time prior to, on or Schedules hereto; (ii) any nonfulfillment or breach of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to after the Closing Date and are actually incurred and notified any failure by Seller to Seller pursuant pay or withhold any Taxes payable with respect to Section 4.6 during the one-year period commencing on the Closing Date. (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess Seller's employment of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));any employee; and

Indemnification by Seller. (a) In addition to all rights Each member of the Seller Group, jointly and remedies available to Purchaser at Law or in equityseverally, Seller shall indemnify Purchaser and defend Buyer and its AffiliatesAffiliates and their respective stockholders, stockholdersmembers, managers, officers, directors, employees, agents, representatives, successors and permitted assigns, heirs and estates assigns (collectively, the “Indemnified Purchaser PartiesBuyer Indemnitees”) against, and save and shall hold each of them harmless against from, any and pay on behalf of or reimburse such all losses, damages, claims (including third party as and when incurred for any lossclaims), Liabilitycharges, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ Taxes, diminution in value, costs and expenses (including legal, consultant, accounting and other professional fees, costs of sampling, testing, investigation, removal, treatment and remediation of contamination and fees and expenses and ail reasonable amounts paid costs incurred in investigation, defense or settlement of any of the foregoing enforcing rights under this Section 10.2) (collectively, “Losses”) which any such Indemnified Purchaser Party may sufferresulting from, sustain or become subject to, as a result arising out of, or incurred by any Buyer Indemnitee in connection with, relating or incidental to or by virtue ofotherwise with respect to: (i) the failure of any misrepresentation representation and warranty or breach other statement by any member of a representation the Seller Group contained in this Agreement, the Ancillary Agreements, the Seller Disclosure Schedule or warranty (provided that such misrepresentation any certificate or breach must other document furnished or to be material furnished to Buyer in connection with the event that the applicable representation or warranty is not qualified transactions contemplated by materiality) on the part of Seller under this Agreement or any and the Ancillary Agreements to be true and correct in all respects as of the Exhibits or Schedules heretodate of this Agreement and as of the Closing Date; (ii) any nonfulfillment or breach of any covenant or agreement (provided that such nonfulfillment or breach must be material of any member of the Seller Group contained in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or, the Ancillary Agreements, the Seller Disclosure Schedule or any certificate or other document furnished or to be furnished to Buyer in connection with the transactions contemplated by this Agreement and the Ancillary Agreements; (iii) any liabilities Excluded Liability including any Pre-Closing Environmental Liability, regardless of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not the Seller Disclosure Schedule discloses any such non-Excluded Liability; (iv) 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 (v) fraudulent transfer Laws or the failure to comply with any bulk sales Laws and similar Laws. provided that for purposes of this Section 10.2, the representations and warranties herein, in the Ancillary Agreements and in the Seller Closing Certificate shall be deemed to have been made without any qualifications as to knowledge or materiality and, accordingly, all references herein and therein to “knowledge,” “material,” “in all material respects” and similar qualifications as to knowledge and materiality shall be deemed to be deleted therefrom (except where any such provision requires disclosure constitutes a misrepresentation or breach of lists of items of a representation, warranty, covenant material nature or agreement on above a specified threshold). Any and all Losses hereunder shall bear interest from the part date incurred until paid at the rate of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Date10% per annum. (b) In addition The Seller Group shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) (i) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $10,000, in which event the Seller Group shall be liable for all Buyer Warranty Losses from the first dollar, and (ii) to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against extent that Buyer Warranty Losses in excess of exceed $500,000 1,000,000 in the aggregate; provided, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser however, nothing contained in this Agreement Section 10.2(b) shall be deemed to limit or restrict in the Exhibits and Schedules attached hereto (includingany manner any rights or remedies which Buyer has, without limitationor might have, Losses relating to the termination at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));warranty hereunder.

Indemnification by Seller. (a) In addition Subject to all rights the limitations set forth in Section 7.5, from and remedies available to Purchaser at Law or in equityafter the Closing, Seller shall indemnify Purchaser agrees to indemnify, defend and save Buyer and its Affiliatesaffiliates, stockholders, and each of their respective officers, directors, employees, agents, representativesand fiduciaries (each, successors a "Buyer Indemnified Party"), forever harmless from and permitted assignsagainst any and all liabilities (whether contingent, heirs fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, deficiencies, demands, claims, suits, actions, or causes of action, assessments, losses, costs, expenses, interest, fines, penalties, actual or punitive damages or costs or expenses of any and estates all investigations, proceedings, judgments, remediations, settlements and compromises (including reasonable fees and expenses of attorneys, accountants and other experts) (individually and collectively, the “"Losses") sustained or incurred by any Buyer Indemnified Purchaser Parties”) and save and hold each of them harmless against and pay on behalf of or reimburse such party as and when incurred for any lossParty relating to, Liabilityresulting from, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any claims or otherwise by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement virtue of any of the foregoing following (collectively, “Losses”) provided that Buyer shall use reasonable efforts to collect such Losses from its insurance policies and will assign any insurance claims and any proceeds therefrom to Seller to the extent that Seller has indemnified Buyer for any Losses to which any such Indemnified Purchaser Party may suffer, sustain insurance claims or become subject to, as a result of, in connection with, relating or incidental to or by virtue of:proceeds relate): (ia) any misrepresentation or breach of a representation or warranty (provided that such misrepresentation made herein by Seller, or non-compliance with or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part Seller of Seller under this Agreement or any of the Exhibits covenants or Schedules hereto; (ii) any nonfulfillment or breach of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser agreements contained in this Agreement or the Transaction Documents to be performed by Seller or any of its affiliates; (b) any violations of or obligations under Environmental and Safety Requirements relating to acts, omissions, circumstances or conditions existing on or prior to the Closing Date, including, but not limited to, all liabilities arising out of or in connection with any treatment, storage, or disposal of any Hazardous Materials, or the Exhibits arranging therefor by Seller and Schedules heretoany discharge or release of any Hazardous Material onto, at or under the Property or any other real property previously owned or operated by Seller and used in connection with the Business, whether or not such non-disclosure constitutes acts, omissions, circumstances or conditions constituted a misrepresentation violation of or obligation under Environmental and Safety Requirements as then in effect; (c) any liability or obligation of Seller or any assertion against a Buyer Indemnified Party, arising out of or relating, directly or indirectly, to any Excluded Liability; (d) any claim for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation, execution or consummation of this Agreement based upon an alleged agreement between claimant and Seller or any of its affiliates; 30PAGE (e) up to an aggregate of $85,000 of any Losses relating to, resulting from or arising out of any obligations of Buyer under the Severance Agreements; or (f) any action taken by Thermo, directly or indirectly, which, if taken by Seller, would result in a violation or breach of the representations and warranties set forth in Section 5.2 hereof, except for sales by Thermo Remediation of its soil remediation units and/or related technology. Seller agrees to promptly pay to or reimburse a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Buyer Indemnified Party for all Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Date. (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the such Buyer Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));Party.

Indemnification by Seller. (a) In addition It is understood and agreed that Buyer does not assume, and shall not be obligated to all rights pay, any liability of Seller under the terms of this Agreement or otherwise, and remedies available shall not be obligated to Purchaser at Law perform any obligations of Seller of any kind or in equitymanner, except by reason of contracts expressly assumed by Buyer hereunder, and with respect to such contracts, only such obligations which arise subsequent to the Closing Date, or as herein provided. For a period of one (1) year following the Closing, Seller shall indemnify Purchaser hereby agrees to indemnify, defend and hold harmless Buyer and its Affiliates, stockholders, officers, directors, employees, agents, representatives, successors and permitted assigns, heirs from and estates (collectivelyagainst, the “Indemnified Purchaser Parties”) and save and hold each of shall reimburse them harmless against and pay on behalf of or reimburse such party as and when incurred for any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue offor: (i) Any and all claims, demands, liabilities, obligations, actions, suits, proceedings, losses, damages, costs, expenses, assessments, judgments, recoveries and deficiencies, including interest, penalties and reasonable attorneys' fees and expenses, of any misrepresentation kind and description, contingent or breach otherwise (the foregoing hereinafter collectively referred to as "Damages"), occasioned by, arising out of a representation or warranty (provided that such misrepresentation or breach must be material in resulting from the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any operation of the Exhibits Business prior to the Closing under any contract, agreement or Schedules hereto;lease assumed by Buyer hereunder or otherwise, and any claim relating to the issuance of the Shares to Buyer pursuant to this Agreement. (ii) Any and all Damages occasioned by, arising out of or resulting from any nonfulfillment or misrepresentation, breach of warranty or nonfulfillment of any covenant covenant, or default or nonfulfillment of any agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or (iii) , or from any liabilities of the Company which are not disclosed certificate, agreement, appendix, schedule or other instrument furnished to Purchaser in Buyer pursuant to this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or connection with any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Date. transactions contemplated hereby. (b) In addition Anything in this section to the foregoingcontrary notwithstanding, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred if there is a reasonable probability that a claim may materially and adversely affect Buyer, Buyer will have the right, at its own cost and expense, to defend, compromise or settle such claim; and (ii) Seller will not, without Buyer's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the Indemnified Purchaser Party as claimant or the plaintiff to Buyer of a direct result of liabilities of the Company which are disclosed release from all liability in respect to Purchaser in this Agreement or in the Exhibits such claim; and Schedules attached hereto (c) This indemnity is intended by Seller to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, interest, penalties, costs, and expenses (including, without limitation, Losses relating reasonable fees and disbursements of counsel), arising within said one (1) year following the Closing whether suit is instituted or not and, if instituted, whether at the trial or appellate level, with respect to the termination of current employees any and all of the Company (who with their respective estimated termination indemnity amounts are referenced specific matters set forth in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));this indemnity.

Indemnification by Seller. (a) In addition From and after the Effective Date, Sellers jointly and severally agree to all rights indemnify, defend, and remedies available to Purchaser at Law or in equityhold harmless Buyer and Company, Seller shall indemnify Purchaser and its their Affiliates, stockholderstheir directors, officers, directors, and employees, agents, representatives, and their successors and permitted assignsassigns from and against any and all liabilities, heirs and estates (collectivelylosses, the “Indemnified Purchaser Parties”) and save and hold each of them harmless against and pay on behalf of or reimburse such party as and when incurred for any lossdamages, Liabilitydemands, demandclaims, claimsuits, actionactions, cause judgments, causes of action, costassessments, damagecosts and expenses, deficiencyincluding, Taxwithout limitation, penalty, fine or expense, whether or not arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees ' fees, any and all expenses incurred in investigating, preparing and ail reasonable defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in investigation, defense or settlement of any of the foregoing claim or litigation (collectively, “Losses”) "Damages", which term also includes, expressly, those Damages that arise as a result of strict liability, whether arising under environmental laws and regulations or otherwise), asserted against, resulting to, imposed upon, or incurred or suffered by any such Indemnified Purchaser Party may sufferof them, sustain directly or become subject toindirectly, as a result of, in connection with, relating or incidental to or by virtue ofarising from the following: (i) any misrepresentation inaccuracy in or breach or nonfulfillment of a representation or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any of the Exhibits representations, warranties, covenants, agreements, or Schedules heretoguarantees made by Sellers in this Agreement, in any certificate or instrument delivered pursuant to this Agreement, or in the Transaction Documents; (ii) any nonfulfillment liability of Sellers or breach Company, or liability arising out of any covenant Sellers' operation of the business conducted by Company prior to the Closing Date, which is threatened or agreement (provided that such nonfulfillment imposed on Buyer or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; orCompany; (iii) any liabilities misrepresentation in or any omission from any certificate or other document (collectively, the "Additional Documents") furnished or to be furnished by or on behalf of the Sellers or Company which are not disclosed to Purchaser in under this Agreement or in under the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement Transaction Documents; (iv) any liability for Taxes on the part of Seller under this Agreement Company for any taxable period, or any of the Exhibits and Schedules heretoportion thereof, provided that such Losses relate to the period prior to the Closing Date Date; (v) any and are actually incurred and notified all professional liability claims against Company where the occurrence giving rise to Seller pursuant to Section 4.6 during the one-year period commencing any such claim preceded or occurred on the Closing Date.; (bvi) any liability on the part of Company or Buyer arising in connection with the termination or spinoff and transfer described in Sections 7.2.4(a) or 7.2.4(b) hereof; and (vii) any liability threatened or imposed on Buyer or Company arising out of Seller's operation of Company during the Interim Period. To be entitled to such indemnification, Buyer (including for purposes of this paragraph, its Affiliates, its directors, officers, and employees, their successors and permitted assigns their successors and permitted assigns, and Company) shall give Sellers written notice (in all events not later than ten (10) days after Buyer's receipt of notice of any such breach or assertion of claim contemplated herein) of any such breach or claim or the assertion by a third party of any claim with respect to which Buyer may bring a claim for indemnification hereunder. Sellers shall have ten (10) days thereafter within which to pay the claim or, at Sellers' sole cost and expense, contest the claim in good faith by appropriate proceedings; provided, however, that Sellers may not settle or compromise any claim or matter for which an indemnity may be payable by Sellers hereunder without the prior written consent of Buyer. In addition to the foregoing, Seller shall indemnify if any third party payor deducts any amount from payments due Buyer or Company on and after the Indemnified Purchaser Parties Closing Date in respect of claims against Losses in excess of $500,000 in or amounts owed by Sellers or Company, as the aggregatecase may be, which prior to the Closing Date, Sellers promptly will reimburse Buyer for the amounts so deducted within five (i5) are incurred days after written demand therefor by the Indemnified Purchaser Party as a direct result of liabilities Buyer. Buyer agrees to give prompt notice to Sellers upon Buyer' notice of the assertion of any claim, formal or informal, by any third party payor for which, if deducted by such third party payor, Buyer would be entitled to reimbursement by Sellers hereunder and will cooperate in good faith, at no out-of-pocket cost to Buyer, with Sellers to permit Sellers to mitigate the amount of any such claim by any such third party payor. From and after the Effective Date, Sellers shall not have any rights of contribution, indemnity, or reimbursement, or similar rights, at common law, by statute, under this Agreement, or otherwise, against Company which are disclosed to Purchaser based on a representation, warranty, covenant, or agreement in this Agreement or in the Exhibits made by Sellers, any and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees all of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and same being hereby released effective as of the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));Effective Date.

Indemnification by Seller. (a) In addition Subject to all rights the terms and remedies available to Purchaser at Law or in equityconditions of this Article VI, from and after the Closing, Seller shall indemnify Purchaser in full Buyer and its Affiliates, stockholders, officers, directors, employees, agents, representatives, successors agents and permitted assigns, heirs and estates partners (collectively, the “"Buyer Indemnified Purchaser Parties”") in respect of, and save defend and hold each of them the Buyer Indemnified Parties harmless against from and pay on behalf of or reimburse such party as against, any and when incurred for any lossall debts, Liabilityobligations and other liabilities, demandmonetary damages, claimfines, actionfees, cause of actionpenalties, costinterest obligations, damagedeficiencies, deficiencylosses, Taxcosts and expenses (including without limitation reasonable attorneys' fee and expenses) (collectively, penalty, fine or expense, "Damages") whether or not arising out actually paid prior to the expiration of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) indemnification obligation hereunder which any such Buyer Indemnified Purchaser Party may suffer, sustain sustain, incur or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (a) resulting from, relating to or constituting any (i) any misrepresentation or breach of a representation or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under contained in this Agreement or any the certificate of Seller delivered at the Exhibits Closing pursuant to Section 5.1(d) or Schedules hereto; (ii) any nonfulfillment or breach of failure to perform any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under contained in this Agreement; or (iiib) any resulting from, relating to or constituting Excluded Liabilities or other liabilities for which this Agreement specifically provides that Buyer has no responsibility. Damages specifically include amounts claimed by third parties prior to the expiration of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules hereto, applicable indemnification obligation hereunder whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Date. (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) amounts are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser indemnified parties in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating respect thereof prior to the termination expiration of current employees such indemnification obligation; provided that the indemnified party shall have notified the indemnifying party with reasonable specificity regarding the nature of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));such claim.

Indemnification by Seller. (a) In addition Seller agrees to all rights indemnify, defend and remedies available to Purchaser at Law or in equityhold harmless, Seller shall indemnify Purchaser and its Affiliates, stockholdersaffiliates, officers, directors, employees, agents, representatives, successors contractors and permitted assigns, heirs and estates agents (collectively, Purchaser and such other parties are being referred to as the “Indemnified "Purchaser Parties”") and save and hold each of them harmless against and pay on behalf from any and all taxes, penalties, interest, claims, suits, causes of action (recognized now or reimburse such party at any later time), liabilities (including liabilities for latent defects arising from a product sold or service provided by Seller before the Closing and latent employment claims arising from Seller's employment of any person before the Closing), responsibilities, damages, losses, costs, assessments and expenses, including without limitation reasonable attorney's fees and other expenses of defending any actions or claims, amounts of judgments and amounts paid in settlement (collectively, all of the foregoing being referred to herein as and when "Costs") incurred for by, asserted against or imposed upon any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not the Purchaser Parties arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject attributable to, as a result of, in connection with, relating or incidental to or by virtue of: (ia) any misrepresentation or breach of a representation or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any of the Exhibits or Schedules hereto; (ii) any nonfulfillment or Any breach of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of made by Seller under this Agreement herein or in any schedule, exhibit, certificate, document or agreement furnished by Seller in connection herewith (including without limitation any of the Exhibits documents to be executed and Schedules hereto, provided that such Losses relate to delivered at the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Date.Closing; (b) In addition Any nonfulfillment of any agreement or covenant hereunder or entered into in connection herewith by Seller; or (c) Any claim, whether known or unknown, arising out of, or by virtue of, or based upon Seller's ownership or operation of any Purchased Asset or the Business (or Seller's failure to fulfill any obligation in connection therewith) prior to the foregoingClosing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating except to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced extent expressly assumed, as set forth in Schedule 2.12(e)Section 1.3(d) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));hereof, by Purchaser pursuant to this Agreement.

Indemnification by Seller. (a) In addition to all rights Each of the Sellers, jointly and remedies available to Purchaser at Law or in equityseverally, Seller shall indemnify Purchaser indemnify, defend and hold harmless Buyer and its Affiliates, stockholders, officers, directorsdirectors and affiliates (the "Buyer Indemnitees") from, employees, agents, representatives, successors and permitted assigns, heirs and estates (collectively, the “Indemnified Purchaser Parties”) and save and hold each of them harmless against and pay on behalf of with respect to any and all action or reimburse such party as and when incurred for any loss, Liability, demand, claim, action, cause of action, costloss, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any misrepresentation or breach of a representation or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any of the Exhibits or Schedules hereto; (ii) any nonfulfillment or breach of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Date. (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto damage (including, without limitation, Losses relating all foreseeable and unforeseeable consequential damages), claim, obligation, liability, penalty, fine, cost and expense (including, without limitation, reasonable attorneys' and consultants' fees and costs and expenses incurred in investigating, preparing, defending against or prosecuting any litigation, claim, proceeding, demand or request for action by any governmental or administrative entity), of any kind or character (a "Loss") arising out of or in connection with any of the following: (a) any breach of any of the representations or warranties of Sellers contained in or made pursuant to this Agreement or any transfer instrument or other certificate or document delivered by Sellers pursuant to this Agreement; (b) any failure by Sellers to perform or observe, or to have performed or observed, in full, any covenant, agreement, obligation or condition to be performed or observed by it pursuant to this Agreement; (c) any and all liabilities and obligations of Sellers, of any kind or nature whatsoever, whether accrued, absolute, contingent or otherwise, known or unknown, except for obligations expressly assumed by Buyer under Section 1.4(b); (d) any noncompliance with the provisions of any applicable bulk sales or fraudulent transfer laws (if applicable with respect to the termination transactions contemplated by this Agreement); (e) any use, release, threatened release, emission, generation, storage, transportation, disposal or arrangement for the disposal of current employees any hazardous materials by Sellers or any prior owner or operator of the Company Purchased Assets to Sellers' knowledge, including, without limitation, the cost of any environmental response action or liability under the Comprehensive Environmental Response, Compensation and Liability Act whether such Loss accrues, is required or is necessary prior to the Effective Time, to the full extent that such Loss is attributable, in whole or in part, directly or indirectly, to the presence, use, emission, generation, storage, transportation, release, threatened release, disposal, or arrangements for disposal of Hazardous Materials by any person on the property included in the Purchased Assets or on any other properties to which Sellers, its subsidiaries or affiliates or any other prior owner or operator of the Purchased Assets has sent or arranged for the disposal of Hazardous Materials prior to the Effective Time (who with their respective estimated termination indemnity amounts are referenced all terms used in Schedule 2.12(ethis paragraph (e) shall be given the meaning provided under the Environmental Laws); or (f) and any product or component thereof manufactured, distributed or sold by, or any services provided by, Sellers prior to the litigation matter identified in Schedule 2.19(a) (Effective Time, provided that the “Lokau Litigation”));indemnification under this subsection will only come into effect after Buyers have diligently pursued all rights against third parties under the applicable contracts.

Indemnification by Seller. (a) In addition to all rights Seller hereby agrees that from and remedies available to Purchaser at Law or in equityafter the Closing it shall indemnify, Seller shall indemnify defend and hold harmless Purchaser and its Affiliates, stockholdersAffiliates (including the Acquired Companies following the Closing) and its and their respective directors, officers, directorsshareholders, employeespartners, agentsattorneys, representativesaccountants, successors agents and permitted assigns, employees and their heirs and estates successors (collectivelythe "Purchaser Indemnified Parties") from, the “Indemnified Purchaser Parties”) and save and hold each of them harmless against and pay on behalf in respect of any Losses imposed on, sustained, incurred or reimburse such party as and when incurred for suffered by any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine the Purchaser Indemnified Parties relating to or expense, whether or not arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any misrepresentation or breach of a any representation or warranty (provided that such misrepresentation or breach must be material made by Seller contained in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any of the Exhibits or Schedules hereto; Agreement; (ii) any nonfulfillment or the breach of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under made in this Agreement; or and (iii) any liabilities claim (whether or not successful), liability or obligation for payment of fees and/or expenses as a broker or finder in connection with the Company which are not disclosed to Purchaser in origin, negotiation or execution of this Agreement or in the Exhibits other Transaction Documents or the consummation of the transactions contemplated hereby based upon any alleged agreement, arrangement or understanding between the claimant and Schedules hereto, whether the Company or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits their agents or representatives.Seller hereby agrees that from and Schedules hereto, provided that such Losses relate to the period prior to after the Closing Date it shall indemnify, defend and are actually hold harmless each Purchaser Indemnified Party (including the Acquired Companies following the Closing) from, against and in respect of any Losses imposed on, sustained, incurred and notified or suffered by any of the Purchaser Indemnified Parties relating to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Date. (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess or arising out of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities Excluded Subsidiaries or the sale, transfer, assignment or other divestiture of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees assets of the Excluded Subsidiaries or related to or arising out of the Excluded Liabilities and (ii) any Loss imposed on an Acquired Company (who in connection with their respective estimated termination indemnity amounts are referenced proceedings in Schedule 2.12(e)) and connection with the litigation matter identified in Schedule 2.19(alawsuits or claims listed on Section 8.3(b) (ii) of the “Lokau Litigation”));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 limited by Section 8.

Indemnification by Seller. (a) In addition to all rights Seller shall, jointly and remedies available to Purchaser at Law or in equityseverally, Seller shall indemnify Purchaser indemnify, protect, defend, exculpate and its Affiliateshold Purchaser, stockholdersPurchaser's Permitted Assignees and their partners, directors, members, shareholders, officers, directors, employees, agents, representatives, successors employees and permitted assigns, heirs and estates agents (collectively, the “"Purchaser Indemnified Parties") harmless from and against, and agree promptly to defend Purchaser Parties”) Indemnified Parties from and save reimburse Purchaser Indemnified Parties for, any and hold each of them harmless against all losses, damages, costs, expenses, liabilities, obligations and pay on behalf of or reimburse such party as and when incurred for any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out claims of any claims by or on behalf kind (including, without limitation, costs of any third party, including interest, penaltiesinvestigation, reasonable attorneys’ ' fees and expenses other legal costs and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing expenses) (collectively, “"Purchaser Indemnified Losses”") which Purchaser Indemnified Parties may at any such Indemnified Purchaser Party may suffertime suffer or incur, sustain or become subject to, as a result of, of or in connection with, relating or incidental to or by virtue of: (ib) Any and all obligations of Seller (or Seller's affiliates and agents) of any nature whatsoever, including without limitation, all liabilities and obligations with respect to claims, damages, or injury, related to or arising out of the ownership or operation of the Real Property, the Personal Property, the Facilities or any other Assets prior to the respective Closing Date therefor, whether such obligation accrues or is asserted before or after such Closing Date, except the Assumed Liabilities related to such Assets conveyed on such Closing Date and other such obligations as may be expressly assumed by Purchaser herein; (c) Any breach or inaccuracy in any of the representations or warranties made by Seller in or pursuant to this Agreement or in any instrument, certificate or affidavit delivered by Seller at any Closing, or from any misrepresentation in or omission from this Agreement or any Exhibit, Schedule, certificate, or other executed document furnished or to be furnished to Purchaser hereunder; (d) Any breach of a representation any covenant, agreement or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified undertaking made by materiality) on the part of Seller under this Agreement or as set forth in any instrument, certificate or affidavit delivered by or on behalf of the Exhibits or Schedules heretoSeller at any Closing; (iie) Any and all liability or loss arising out of or relating to any nonfulfillment or breach failure in connection with the transactions contemplated herein to comply with the requirements of any covenant laws or agreement (provided that such nonfulfillment regulations relating to bulk sales or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreementtransfers; orand (iiif) any liabilities Any and all claims relating to PTO made against Purchaser by a Transitioned Employee for those amounts in excess of the Company PTO benefit which are not disclosed Seller transferred to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or at any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing DateClosing. (bg) In addition to the foregoingExcept as provided otherwise herein, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by in determining the amount of a Purchaser Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto Loss, any materiality qualifier (including, without limitation, any qualification or reference as to material, materiality or Material Adverse Change) in a representation or warranty shall be ignored, and (ii) Seller shall be liable for Purchaser Indemnified Losses relating pursuant to Section 7.01(a)(ii) only if the termination aggregate amount of current employees such Purchaser Indemnified Losses exceeds an amount of One Hundred Thousand Dollars ($100,000.00) ("Seller's Basket"), but once such Seller Basket is reached, the full amount of such Purchaser Indemnified Losses shall be due and payable by Seller and collectable by Purchaser Indemnified Parties hereunder. (h) Without in any way limiting Purchaser's rights under the indemnification set forth in this Section 7.1, if Seller does not pay Purchaser an amount claimed for a Purchaser Indemnified Loss within thirty (30) days following Purchaser's demand therefor, then such claim shall be payable out of an "Escrow Holdback" to be established as hereinafter set forth. At the first Closing hereunder, Purchaser shall deposit with Title Company, as escrow agent, out of the Company Purchase Price the sum of Two Million Five Hundred Fifty Thousand Dollars (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a$2,550,000.00) (the “Lokau Litigation”"Escrow Holdback"). Title Company shall hold the Escrow Holdback and distribute the Escrow Holdback in accordance with the terms of an Escrow Holdback Agreement to be entered into between the parties at Closing, in the form attached hereto as Exhibit 7.1(h) (the "Escrow Holdback Agreement");. The purpose of the Escrow Holdback Agreement shall be to provide readily available funds for satisfaction of a claim for a Purchaser Indemnified Loss made within eighteen (18) months after the last Closing Date. Nine (9) months after the final Closing Date, the balance of the Escrow Holdback shall be reduced to the sum of (i) $850,000 and (ii) the aggregate amount of any claims against one or more Purchaser Indemnified Parties for any Purchaser Indemnified Losses to the extent that such claims are threatened, pending or unresolved as of such date. The difference between $2,550,000 and such sum shall be returned to Seller; provided that if the aggregate amount of such claims against the Purchaser Indemnified Parties is $2,000,000 or greater, no amount shall be returned to Seller. Upon (i) the settlement or resolution of each such claim against the relevant Purchaser Indemnified Parties and the payment of the amounts for which such claim is settled or resolved or (ii) the release of the relevant Purchaser Indemnified Parties as a party to such claims, the remainder of the Escrow Holdback less the sum of (i) $850,000 and (ii) the aggregate amount of any such remaining claims against one or more Purchaser Indemnified Parties, shall be immediately returned to Seller. At the end of the eighteen (18) month escrow period, the balance of the Escrow Holdback, less the aggregate amount of any claims against one or more Purchaser Indemnified Parties for any Purchaser Indemnified Loss that is threatened, pending or unresolved as of such date, shall be refunded to Seller. Thereafter, (i) upon the settlement or resolution of any such claim against the relevant Purchaser Indemnified Parties and the payment of the amount for which such claim is settled or resolved, or (ii) the release of the relevant Purchaser Indemnified Parties as a party with respect to such claim, the remainder of the Escrow Holdback less the aggregate amount of any such remaining claims against Purchaser Indemnified Parties, shall be immediately returned to Seller. (i) Claims for Purchaser Indemnified Losses by Purchaser Indemnified Parties may only be brought by such Purchaser Indemnified Party if the Purchaser (or Purchaser's Permitted Assignees, if applicable) joins in making such claim, it being the parties intent that Purchaser Indemnified Parties other than Purchaser (or Purchaser's Permitted Assignees, if applicable) not have a separate and independent right to assert an indemnification claim pursuant to this Agreement unless Purchaser (or Purchaser's Permitted Assignees, if applicable) joins in making such claim.

Indemnification by Seller. (a) In addition Notwithstanding the Closing, SELLER hereby agrees to all rights and remedies available to Purchaser at Law or in equityindemnify, Seller shall indemnify Purchaser and its Affiliates, stockholders, officers, directors, employees, agents, representatives, successors and permitted assigns, heirs and estates (collectively, the “Indemnified Purchaser Parties”) and save defend and hold each of them BUYER harmless against and pay on behalf with respect to, and shall reimburse BUYER for: A. Any and all losses, direct or indirect, liabilities, or damages resulting from a breach in any material respect of any representation, warranty, or reimburse such party as nonfulfilment of any covenant or obligation by SELLER contained herein or in any certificate, document, or instrument delivered to BUYER hereunder or attached hereto. B. Any and when incurred all obligations of SELLER not assumed by BUYER pursuant to the terms of this Agreement (except for any losssuch obligation for which BUYER has agreed to indemnify SELLER pursuant to a separate agreement dated October 31, Liability1996). C. Any and all losses, demandliabilities, claim, action, cause or damages resulting from the operation or ownership of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any claims by or on behalf of any third partythe S.E. USA BUSINESS prior to the Closing Date, including interestbut not limited to any and all liabilities arising under the assumed contracts which relate to events occurring prior to the Closing Date; D. Any and all losses, penaltiesliabilities 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, demands, assessments, judgments, costs, and expenses, including reasonable attorneys’ legal fees and expenses and ail reasonable amounts paid in investigationexpenses, defense or settlement of incident to any of the foregoing (collectivelyor incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any misrepresentation or breach of a representation or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any of the Exhibits or Schedules hereto; (ii) any nonfulfillment or breach of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules heretoenforcing this indemnity, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate subject to the period prior notice and opportunity to remedy requirements of Section 7.3 hereof, and F. Interest at the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing Delaware statutory rate for interest on the Closing Date. (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are judgments on any reimbursable expense or loss incurred by BUYER from the Indemnified Purchaser Party as a direct result date of liabilities BUYER'S payment of expense or incurrence of loss until the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination date of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));reimbursement by SELLER.

Indemnification by Seller. (a) In addition a. From and after the Closing Date and subject to all rights and remedies available to Purchaser at Law or the limitations set forth in equitySection 5.4, Seller shall indemnify Purchaser and its Affiliates, stockholders, each of Purchaser's officers, directors, employees, counsel, agents, representativescontractors, successors and permitted assignsassigns (Purchaser and such persons are collectively referred to herein as "Purchaser's Indemnified Persons" shall be indemnified and held harmless by the Seller against, heirs and estates (collectivelyreimbursed for, the “Indemnified Purchaser Parties”) and save and hold each of them harmless against and pay on behalf of or reimburse such party as and when incurred for any Liability, damage, loss, Liabilityobligation, demand, claimjudgment, actionfine, cause penalty, cost or expense, including reasonable attorneys' fees and expenses, and the reasonable costs of action, costinvestigation incurred in defending against or settling such Liability, damage, deficiencyloss, injury, harm, detriment, Proceeding, settlement, award, punitive damage award, Tax, penaltyfee, fine charge, cost or expenseexpense or claim therefor and any amounts paid in settlement thereof, whether imposed on or not arising out reasonably incurred by Purchaser's Indemnified Persons (including, without limitation, costs of any claims by attempting to avoid or on behalf of any third partyin opposing the imposition thereof, including interest, penalties, costs of preparation and investigation, and the reasonable attorneys’ fees fees, disbursements and expenses of attorneys, accountants and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing other professional advisors) (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer"Damages" directly or indirectly, sustain arising out of or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: resulting from (i) any misrepresentation or breach of a or inaccuracy with respect to any representation or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any of the Exhibits or Schedules hereto; Transaction Agreements, (ii) any breach or nonfulfillment or breach of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules heretoTransaction Agreements, provided that such Losses relate (iii) any Excluded Liability or any Liability associated with any Excluded Asset, (iv) any Taxes arising out of the operation of the Angleton Division to the extent related to the period occurring on or before the Closing Date, and (v) any violation of any Environmental Law arising out of any acts or omissions to act by Seller in connection with the Angleton Division on or prior to the Closing Date and are actually incurred any duty of Remediation under Environmental Law with respect to Hazardous Materials located on or under the Real Property on and notified to Seller pursuant to Section 4.6 during the one-year period commencing on as of the Closing Date. Date and (bvi) In addition any liability associated with Purchaser's waiver of bulk sales compliance by Seller in Section 4.3 hereof. "Damages" as used herein is not limited to matters asserted by third parties, but includes Damages incurred or sustained by Purchaser's Indemnified Persons in the absence of claims by a third party, subject in any case to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses limitation set forth in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));Section 5.4.

Indemnification by Seller. (a) In addition to all rights and remedies available to Purchaser at Law or in equity, Seller shall indemnify Purchaser indemnify, defend and its Affiliateshold harmless Purchaser, stockholdersSieb & Meyex xxx Purchaser's and Sieb & Meyex'x xxxpective affiliates, officers, directors, employeespartners, agents, employees, attorneys and representatives, and their respective heirs, executors, administrators, successors and permitted assigns, heirs and estates assigns (collectively, the “"Purchaser Indemnified Parties"), and shall reimburse each Purchaser Parties”) and save and hold each of them harmless against and pay Indemnified Party, on behalf of or reimburse such party as and when incurred demand, for any loss, Liabilityclaim, demand, claimloss, actionliability, cause of action, cost, damage, deficiency, Tax, penalty, fine damage or expense, whether including without limitation, interest, penalties and reasonable attorneys', accountants' and experts' fees and costs of investigation incurred as a result thereof ("Damages"), resulting from, arising from or not arising out relating to the following: (i) the Excluded Liabilities; (ii) the operation of the PMC Division on or prior to the Closing Date; (iii) any breach or default in the performance by Seller of any claims covenant or agreement of Seller contained herein, or in any Schedule or Exhibit hereto, or in any other instrument delivered or to be delivered by or on behalf of Seller pursuant hereto; (iv) any third partybreach of warranty or inaccurate or erroneous representation made by Seller herein, including interestor in any Schedule or Exhibit hereto, penaltiesor in any other instrument delivered or to be delivered by or on behalf of Seller pursuant hereto; (v) the failure to comply with any applicable bulk sale or transfer Law in connection with the transactions contemplated hereby; and (vi) any liability arising out of any and all Actions, reasonable attorneys’ fees demands, judgments, costs and expenses and ail reasonable amounts paid in investigation, defense or settlement of incident to any of the foregoing (collectivelyforegoing; provided, “Losses”) which any such Indemnified Purchaser Party may sufferhowever, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any misrepresentation or breach of a representation or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is foregoing indemnification obligation shall not qualified by materiality) on the part of Seller under this Agreement or any of the Exhibits or Schedules hereto; (ii) any nonfulfillment or breach of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate apply to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing DateAssumed liabilities. (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));

Indemnification by Seller. (a) In addition Subject to all rights the provisions and remedies available to Purchaser at Law or limitations set forth in equitythis Article 13, Seller shall hold harmless, defend, indemnify Purchaser and its Affiliates, stockholders, officers, directors, employees, agents, representatives, successors and permitted assigns, heirs and estates (collectively, pay for the “Indemnified Purchaser Parties”) and save and hold defense of each of them harmless against the Buyer Indemnitees from and pay on behalf against, and shall compensate and reimburse each of the Buyer Indemnitees for, any Losses which are suffered or reimburse such party as and when incurred for by any lossof the Buyer Indemnitees, Liability, demand, claim, action, cause or to which any of action, cost, damage, deficiency, Tax, penalty, fine or expense, the Buyer Indemnitees may otherwise become subject (regardless of whether or not arising out of such Losses relate to any claims by third-party claim) and which arise from or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection or are connected with, relating or incidental to or by virtue of: (i) any misrepresentation or breach of a representation any covenant of Seller contained in Articles 2, 9, 10, 12, 13, or warranty (provided that such misrepresentation 16 or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any of the Exhibits or Schedules heretoClosing Documents; (ii) any nonfulfillment inaccuracy or breach untruth of any covenant representation or agreement (provided that such nonfulfillment warranty of Seller made herein or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; orClosing Documents; (iii) the Non-Assumed Liabilities; (iv) the operations and business of Seller after the Closing (other than such operations that are for the benefit or account of Buyer, are contemplated by this Agreement, or are requested by Buyer) (v) any liabilities demand, claim, debt, suit, cause of action or proceeding made or asserted by a shareholder, creditor, receiver, or trustee in bankruptcy of Seller asserting that the transfer of the Company which are Purchased Assets to Buyer hereunder constitutes an improper bulk sale or bulk transfer or that Seller or Buyer did not comply with applicable bulk sale or bulk transfer laws; (vi) any matter arising out of or relating to any matter disclosed or required to Purchaser in this Agreement be disclosed on SCHEDULE 7.4 or in SCHEDULE 7.18, except for any such Losses that arise out of or result from any claim, action or proceeding by a third party (other than Seller or its affiliates) against Buyer arising out of or resulting from Buyer's conduct after the Exhibits Closing (and Schedules heretonot conduct before the Closing by any Seller Indemnitee) relating to such matters; (vii) any violation by Seller of, or failure by Seller to comply with, any law, ruling, order, decree, regulation or zoning, environmental or permit requirement applicable to Seller or the Purchased Assets, whether or not any such non-disclosure constitutes a misrepresentation violation or breach of a representation, warranty, covenant failure to comply has been disclosed to Buyer; (viii) any product liability claim relating to the Acquired Software products manufactured or agreement sold by or on the part behalf of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date Date; (ix) any tax liabilities or obligations of Seller which are not otherwise covered by sections 8.2 and are actually incurred and notified 9.10; (x) any claims against, or liabilities or obligations of, Seller with respect to (i) any employee benefit plan (as defined in ERISA) offered by Seller pursuant or (ii) violations of law relating to Section 4.6 during any Employee's services with the one-year period commencing on the Closing DateSeller. (b) In addition The obligations of indemnification by the Seller pursuant to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which Section 13.4(a) are: (i) are incurred subject to the limitations referred to in Section 13.1 with respect to the survival of the representations and warranties by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto Seller; (including, without limitation, Losses relating ii) subject to the termination limitations referred to in Section 13.3 ; and (iii) subject to the provisions of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) Sections 13.6, 13.7, 13.8 and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));13.9.

Indemnification by Seller. Seller, hereby agrees to defend, indemnify and hold harmless Buyer, the Company, Textor and their respective successors, assigns and affiliates (acollecxxxxxx, the "Buyer Indemnitees") In addition to from and against any and all rights losses, deficiencies, liabilities, damages, assessments, judgments, costs and remedies available to Purchaser at Law expenses, including attorneys' fees (both those incurred in connection with the defense or prosecution of the indemnifiable claim and those incurred in equity, Seller shall indemnify Purchaser and its Affiliates, stockholders, officers, directors, employees, agents, representatives, successors and permitted assigns, heirs and estates connection with the enforcement of this provision) (collectively, the “Indemnified Purchaser Parties”) and save and hold each of them harmless against and pay on behalf of "Buyer Losses"), caused by, resulting from or reimburse such party as and when incurred for any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (a) (i) any misrepresentation or breach breaches of a representation or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) hereunder on the part of Seller under this Agreement or any of the Exhibits or Schedules hereto; Seller; and (ii) failures by Seller to perform or otherwise fulfill any nonfulfillment covenant, undertaking or breach of any covenant other agreement or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Date.obligation hereunder; (b) In addition claims arising in connection with breach of contract, death, personal injury, other injury to any individual, partnership, corporation, association, joint stock company, trust, joint venture, unincorporated organization, entity, governmental entity or any subdivision thereof (collectively, "Persons"), property damage, losses or deprivation of rights (whether based on statute, negligence, breach of warranty, strict liability or any other theory) caused by or resulting from, directly or indirectly, the foregoingmanufacture or sale of any product, or the provision of any services, by the Company on or before the date hereof, or any other claims asserted against the Company arising from any action or inaction of Seller shall indemnify or the Indemnified Purchaser Parties against Losses in excess of $500,000 in Company on or before the aggregate, which date hereof; (c) any and all (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto Taxes imposed on Seller (including, without limitation, Losses the Company and each Subsidiary) for, or relating to to, all periods ending on or before the termination date of current employees this Agreement, including, but not limited to, (A) any liability of the Company or any subsidiary, parent and/or affiliate under any Tax sharing agreement, whether or not written, and (who B) any Tax liability resulting from the termination, as of the date hereof, of the Company or any subsidiary, parent and/or affiliate as a member of any consolidated, affiliated, combined, unitary or other similar Tax group, (ii) liabilities of Seller or any subsidiary, parent and/or affiliate of Seller (including, without limitation, the Company and each Subsidiary) for Taxes imposed under Treasury Regulation Section 1.1502-6 or any analogous state, local or foreign tax provision, as a result of being a member of a consolidated, affiliated, combined, unitary or other similar group for any taxable period commencing on or before the date hereof; (d) any and all damages arising out of the issuance by the Company of a replacement certificate in exchange for the lost, stolen or destroyed stock certificate representing the Shares; and (e) any and all actions, suits, proceedings, claims, demands, incident to any of the foregoing or such indemnification; PROVIDED, HOWEVER, that if any claim, liability, demand, assessment, action, suit or proceeding shall be asserted in respect of which a Buyer Indemnitee proposes to demand indemnification ("Buyer Indemnified Claims"), Buyer or such other Buyer Indemnitee shall notify Seller thereof, PROVIDED FURTHER, HOWEVER, that the failure to so notify Seller shall not reduce or affect Seller's obligations with their respective estimated termination indemnity amounts are referenced respect thereto except to the extent that Seller is materially prejudiced thereby. Subject to rights of or duties to any insurer or other third Person having liability therefor, Seller shall have the right promptly upon receipt of such notice to assume the control of the defense, compromise or settlement of any such Buyer Indemnified Claims (provided that any compromise or settlement must be reasonably approved by Buyer), including, at its own expense, employment of counsel reasonably satisfactory to Buyer; PROVIDED, HOWEVER, that if Seller shall have exercised its right to assume such control, Buyer may, in Schedule 2.12(e)its sole discretion and at its expense, employ counsel to represent it (in addition to counsel employed by Seller) in any such matter, and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));such event counsel selected by Seller shall be required to cooperate with such counsel of Buyer in such defense, compromise or settlement.

Indemnification by Seller. (a) In addition Subject to all rights and remedies available to Purchaser at Law or in equitythe limitations set forth below, Seller shall and the Principals jointly and severally hereby agree to indemnify Purchaser and its Affiliates, stockholders, officers, directors, employees, agents, representatives, successors and permitted assigns, heirs and estates (collectively, the “Indemnified Purchaser Parties”) and save Buyer against and hold each of them it harmless against from any and pay on behalf of or reimburse such party as all losses, liabilities, costs, damages, claims and when incurred for any lossexpenses (including, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any claims by or on behalf of any third party, including interest, penaltieswithout limitation, reasonable attorneys’ attorneys fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing expenses) (collectively, “Losses”"Damages") which Buyer may sustain at any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or time by virtue of: reason of (i) noncompliance with any misrepresentation bulk sales or breach of a representation or warranty (provided that such misrepresentation or breach must be material in transfer law applicable to the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any of the Exhibits or Schedules hereto; transactions contemplated hereby, (ii) any nonfulfillment liability or breach of any covenant contract of, or agreement claim against, Seller, whether contingent or absolute, direct or indirect, known or unknown, matured or unmatured (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is including but not qualified by materiality or a basket) on the part of Seller under this Agreement; or limited to liabilities for taxes), except for Assumed Liabilities, (iii) any liabilities liability or claim arising in any way from any service rendered, or action taken by, or relating to the operations of, Seller prior to the date hereof, except for the Assumed Liabilities, (iv) any liability of or claim against Seller under any environmental laws relating to any event, action or failure to act which occurred prior to the date hereof, or (v) the breach or inaccuracy of or failure to comply with any of the Company which are not disclosed to Purchaser warranties, representations, conditions, covenants or agreements of Seller or the Principals contained in this Agreement or in the Exhibits and Schedules hereto, whether any agreement or not such non-disclosure constitutes a misrepresentation document delivered pursuant hereto or breach of a representation, warranty, covenant or agreement on the part in connection herewith. If Buyer is indemnified for any accounts receivable of Seller under this Agreement or any of the Exhibits and Schedules heretowhich are not collected, provided that then Buyer shall assign such Losses relate accounts to Seller. Notwithstanding anything above to the period prior contrary: (a) Seller and the Principals shall be required to indemnify and hold Buyer harmless from and against only those Damages which in the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Dateaggregate exceed $75,000. (b) In addition no event shall the aggregate liability of Seller and the Principals for Damages hereunder exceed $1,000,000, except for any liability arising by reason of any intentional breach or misstatement or intentional failure to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities comply with any of the Company which are disclosed to Purchaser warranties, representations, conditions, covenants or agreements of Seller or the Principals contained in this Agreement or any document delivered pursuant hereto or in connection herewith. (c) In no event shall the Exhibits aggregate liability of Seller and Schedules attached hereto the Principals for Damages hereunder exceed the amount of cash paid pursuant to Section 3.1(a) hereof and the aggregate fair market value of the Shares received by Seller hereunder. For purposes hereof, the fair market value of the Shares shall mean the lesser of the last sale price of a share of Buyer's Common Stock on the Nasdaq Stock Market on (includingi) the date hereof or (ii) the date or dates upon which Buyer makes any claim for indemnification hereunder. (d) At Seller's election, without limitation, Losses relating Seller shall have the right to reimburse Buyer for Damages by returning to Buyer Shares having an aggregate fair market value equal to the termination of current employees amount of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));Damages.

Indemnification by Seller. Seller agrees, subject to the other terms, conditions and limitations of this Agreement (including the provisions of ARTICLE 10 hereof), to indemnify the Buyer and any Buyer Indemnitee against, and to hold the Buyer and each Buyer Indemnitee harmless from, all Loss arising out of: (a) In addition the failure of any representation or warranty of Seller contained in ARTICLE 4 of this Agreement or any certificate delivered pursuant to this Agreement, to be true and correct as of the Closing Date or the breach or violation of any covenant of Seller made herein; (b) any of the Excluded Assets or any of the Excluded Liabilities; (c) the operation of the Business or the Purchased Assets by Seller at any time or times on or prior to the Closing Date (including without limitation any and all rights and remedies available Taxes arising out of, or payable with respect to, Seller’s business operations through the Closing Date); (d) any failure of Seller to Purchaser at Law pay the Transaction Taxes; (e) liability for noncompliance with any bulk sales, bulk transfer or in equity, Seller shall indemnify Purchaser and its Affiliates, stockholders, officers, directors, employees, agents, representatives, successors and permitted assigns, heirs and estates similar laws applicable to the transactions contemplated by this Agreement (collectively, Seller’s compliance with which is hereby waived by the “Indemnified Purchaser Parties”Buyer) and save and hold each of them harmless against and pay on behalf of or reimburse such party as and when incurred for any loss, Liability, claims asserting that any transactions contemplated by this Agreement constitute a fraudulent conveyance or similar claim; (f) any demand, claim, actiondebt, suit, cause of action, costarbitration or other proceeding (including, damagebut not limited to, deficiencya warranty claim, Tax, penalty, fine a product liability claim or expense, whether any other claim) that is made or not arising out of any claims asserted by or on behalf of any third partyparty that relates to any product or service that was sold, licensed or otherwise provided by Seller prior to the Closing Date; (g) any demand, claim, debt, suit, cause of action or proceeding made or asserted by a shareholder, creditor, receiver, or trustee in bankruptcy of Seller, or of the property or assets of either, asserting that the transfer of the Purchased Assets to the Buyer hereunder constitutes a fraudulent conveyance, fraudulent transfer or a preference under any applicable state or federal law, including interestbut not limited to the United States Bankruptcy Code; (h) any demand, penaltiesclaim, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigationdebt, defense suit, cause of action or settlement proceeding made or asserted by any employee or independent contractor of Seller or any of its Affiliates or any former employee or independent contractor of Seller or any of its Affiliates, that relates in any manner to any termination by Seller or an Affiliate of Seller of such person’s employment or the foregoing (collectively, “Losses”) which services of such employee or independent contractor or any other matter relating to the employment of such Indemnified Purchaser Party may suffer, sustain employee or become subject to, as a result of, in connection with, relating independent contractor by Seller or incidental to or by virtue of:an Affiliate of Seller; (i) Seller’s termination of the contractual relationship with any misrepresentation or breach Contractor and the employment of a representation or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any of the Exhibits employees at any time prior to, on or Schedules hereto; (ii) any nonfulfillment or breach of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to after the Closing Date and are actually incurred and notified any failure by Seller to Seller pursuant pay or withhold any Taxes payable with respect to Section 4.6 during the one-year period commencing on the Closing Date.Seller’s employment of any employee; and (bj) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement any Liability under WARN or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the other applicable state or local statute or regulation affecting termination of current employment of employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau LitigationWARN Liability”));.

Indemnification by Seller. (a) In addition Subject to all rights and remedies available to Purchaser at Law or in equitythe provisions of Section 13.4, Seller promptly shall indemnify Purchaser indemnify, defend and its Affiliates, stockholdershold harmless (and upon demand shall reimburse) Buyer and the directors, officers, directorsshareholders, employees and agents of Buyer (and with respect to the COBRA coverage, Buyer and all affiliated corporations within a controlled group relationship with Buyer (as determined under Section 414 of the Internal Revenue Code), and their employees) (the "BUYER INDEMNIFIED PARTIES") against any and all claims, agentsactions, representativesdemands, successors suits, proceedings, assessments, judgments, losses, costs, and permitted assignsexpenses (including reasonable cost of investigation, heirs and estates (collectivelycourt costs, the “Indemnified Purchaser Parties”) and save and hold each of them harmless against and pay on behalf of or reimburse such party as and when incurred for any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ legal fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of incident to any of the foregoing or incurred in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity) and other damages (collectively, “Losses”individually and collectively a "LOSS") which any such Indemnified Purchaser Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: resulting from (i) any misrepresentation breach by either Seller or Members of any of their covenants, obligations, representations or warranties or breach or untruth of a representation any covenant, obligation, representation, warranty, fact or warranty (provided that such misrepresentation or breach must be material conclusion contained in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any of the Exhibits certificate or Schedules hereto; (ii) any nonfulfillment or breach of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part document of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed and/or Members delivered pursuant to Purchaser in this Agreement (or in the Exhibits and Schedules hereto, whether which would not have been suffered or not incurred if such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, fact or conclusion were true or had not been breached or such covenant or agreement on obligation had been fully performed), (ii) arising out of the part ownership, licensing, operation, action, inaction or conduct of Seller under this Agreement Seller, Members, Hospital, or any of the Exhibits Assets or any of Seller's employees, agents or independent contractors, relating to all periods of time prior to Closing, except the Assumed Liabilities, (iii) the Excluded Liabilities, and Schedules hereto, provided that such Losses relate (iv) in respect of any other liabilities of Seller not expressly assumed by Buyer hereunder. Any indemnification payment pursuant to the period prior foregoing shall include interest at a rate equal to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Date. ten percent (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a10%) (the “Lokau Litigation”));"RATE") from the date the loss, costs, expenses or damages were incurred until the date of payment; provided, however, the Rate shall not be payable with respect to attorneys' fees incurred until such date as the underlying claim is determined to be payable.

Indemnification by Seller. (a) In addition to all rights From and remedies available to Purchaser at Law or in equityafter the Closing, Seller shall indemnify Purchaser and hold harmless Buyer and each of its Affiliates, stockholdersAffiliates and the directors, officers, directorsemployees, employeesattorneys, agents, representatives, successors and permitted assignsassigns of Buyer and its Affiliates (collectively the “Buyer Indemnitees”) in respect of any and all actual claims, heirs losses, damages, Liabilities, penalties, interest, costs and estates expenses (collectivelyincluding any actual and reasonable attorney, accountant and consultant fees and other expenses, including any such actual and reasonable expenses incurred in connection with investigating, defending against or settling any such claims, but excluding any claims, losses, damages, Liabilities, penalties, interest, costs or expenses that are consequential, special or punitive, are in the nature of lost profits or diminution in value or are otherwise not actual claims, losses, damages, Liabilities, penalties, interest, costs or expenses; provided, however, that nothing herein will be construed to exclude any losses, Liabilities, claims or expenses that are actual losses, liabilities, claims or expenses arising from third party claims regardless of the nature of payment) incurred by Buyer Indemnitees (“Buyer Losses”), in connection with, or resulting from, any and all of the following: (a) Any breach by Seller of any representation or warranty of Seller set forth in this Agreement; (b) Any breach of any covenant, agreement or obligation of Seller contained in this Agreement; (c) Any noncompliance by Seller with any Bulk Sales Laws applicable to the transactions contemplated by this Agreement or assertions of claims made against the Assets or Buyer by creditors of Seller under any Bulk Sales Laws with respect to the purchase and sale transaction contemplated hereby; (d) Any and all Retained Liabilities; (e) The liability, whether by payment, settlement or other resolution, of Seller for Taxes of Seller or any of its Affiliates (for example, by reason of transferee liability or application of Treasury Regulation Section 1.1502-6), claimed or assessed against Seller or any of its Affiliates for any taxable period beginning before and ending on or before the Closing Date or as a result of the transactions contemplated by this Agreement, including without limitation any Taxes payable by Seller under Section 2.9 hereof but excluding any Taxes payable by Buyer under Section 2.9; and (f) The extent to which Buyer’s Liability under any Novated Contract for any of Seller’s or its Affiliates’ breach of or default under its (or its Affiliate’s) obligations under the Novated Contracts prior to Closing is greater than that specifically assumed by Buyer pursuant to Section 2.3. Notwithstanding any other provision of this Agreement, the “Indemnified Purchaser Parties”remedies provided for in this ARTICLE 8 shall constitute the sole and exclusive remedy for any post-Closing claims made by any Buyer Indemnitee in connection with this Agreement or Buyer Losses, except to the extent such claims are based upon fraud, willful misconduct or bad faith on the part of Seller. No Buyer Indemnitee shall have recourse against any officer, director or employee of Seller or REMEC Philippines (other than Continuing Employees) in such capacities in connection with, and save Buyer hereby waives and hold each of them harmless against releases and pay discharges, on behalf of itself and all Buyer Indemnitees, all officers, directors and employees of Seller or reimburse REMEC Philippines (other than Continuing Employees) in such party as capacities from and when incurred for against, any lossand all Buyer Losses, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine directly or expense, whether or not arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) which any such Indemnified Purchaser Party may suffer, sustain or become subject toindirectly, as a result of, in connection with, relating or incidental to based upon or by virtue of: (i) any misrepresentation or breach of a representation or warranty (provided that such misrepresentation or breach must be material in arising from the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under this Agreement or any conduct of the Exhibits Business and any act or Schedules hereto; (ii) any nonfulfillment or breach of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or (iii) any liabilities of the Company which are not disclosed to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate omission with respect to the period Business prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Date. (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in or from this Agreement or in the Exhibits and Schedules attached hereto (includingtransactions contemplated by this Agreement, without limitation, Losses relating except to the termination extent based upon the fraud, willful misconduct or bad faith of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));any such officer director or employee.

Indemnification by Seller. (a) In addition Subject to all rights the limitations set forth in this Article VII and remedies available the other provisions of this Agreement, each Seller shall, severally only as to Purchaser at Law or in equityits own Assets and Business, Seller shall indemnify Purchaser indemnify, protect, defend, exculpate and its Affiliateshold Purchaser, stockholdersReal Estate Purchasers, the TRS Entity, Purchaser’s Permitted Assignees and their respective partners, shareholders, members, directors, managers, officers, directors, employees, agents, representatives, successors employees and permitted assigns, heirs and estates (collectively, the “Indemnified Purchaser Parties”) and save and hold each of them harmless against and pay on behalf of or reimburse such party as and when incurred for any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail reasonable amounts paid in investigation, defense or settlement of any of the foregoing agents (collectively, “Purchaser Indemnified Parties”) harmless from and against, and agree promptly to defend Purchaser Indemnified Parties from and reimburse Purchaser Indemnified Parties for, any and all Losses (collectively, “Purchaser Indemnified Losses”) which Purchaser Indemnified Parties may at any such Indemnified Purchaser Party may suffertime suffer or incur, sustain or become subject to, as a result of, to the extent of or in connection withwith the following, relating except to the extent directly resulting from the acts or incidental to or by virtue ofomissions of Purchaser: (i) any misrepresentation or breach of a representation or warranty (provided that such misrepresentation or breach must be material in the event that the applicable representation or warranty is not qualified by materiality) on the part Any and all obligations of Seller under this Agreement and Seller’s Affiliates, representatives, employees and agents (together with Seller, collectively, “Seller Agents”), or any of the Exhibits or Schedules hereto; (ii) any nonfulfillment or breach them, of any covenant or agreement (provided that such nonfulfillment or breach must be material in the event that the applicable covenant or agreement is not qualified by materiality or a basket) on the part of Seller under this Agreement; or (iii) any nature whatsoever, including, without limitation, all liabilities of the Company which are not disclosed and obligations with respect to Purchaser in this Agreement or in the Exhibits and Schedules hereto, whether or not such non-disclosure constitutes a misrepresentation or breach of a representation, warranty, covenant or agreement on the part of Seller under this Agreement or any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing Date. (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto claims (including, without limitation, Losses recoupment actions, audits or any enforcement by Governmental Authorities, damages, or injuries, related to or arising out of the ownership, use, leasing, management, maintenance or operation of the Facilities, the Business or any of the Assets prior to the Effective Time, whether such obligation accrues or is asserted before or after the Effective Time, except for Assumed Liabilities; (ii) Any and all liability or loss arising out of or relating to any failure in connection with the termination transactions contemplated herein to comply with the requirements of current employees any Applicable Laws relating to bulk sales or transfers; (iii) Any violation of Environmental Laws by Seller or any discharge of any Hazardous Substance on or from any of the Company Assets during the time of Seller’s ownership or occupancy thereof; and/or (who with their respective estimated termination indemnity amounts are referenced iv) Any Seller breach, inaccuracy, misrepresentation or omission in any of the representations or warranties to the extent made by Seller in or pursuant to (a) this Agreement or any Exhibit or Schedule 2.12(e)hereto, or (b) any instrument, certificate or affidavit delivered by Seller at the Closing; and not otherwise disclosed pursuant to Section 4.19; (v) Any breach of any covenant, agreement or undertaking to the extent made by any of Seller Agents under this Agreement or as set forth in any instrument, certificate or affidavit delivered by or on behalf of Seller Agents at the Closing; and not otherwise disclosed pursuant to Section 4.19; (vi) Any Excluded Liabilities. (b) As used herein, “Losses” means any and all damages, losses, taxes, liabilities, claims, judgments, penalties, causes of action, investigations, audits, demands, assessments, adjustment, settlement payments, deficiencies, fines, diminutions in value, costs and expenses (including without limitation reasonable attorneys fees and court costs) and interest (including interest imposed from the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”date of any such Loss));, but expressly excluding consequential and speculative damages.

Indemnification by Seller. (a) In addition to all rights and remedies available to Purchaser at Law or in equity, Seller shall indemnify Purchaser respectively indemnify, defend, save and hold Purchaser, its Affiliatessuccessors and assigns, stockholders, and their officers, directors, employees, agents, representatives, successors agents and permitted assigns, heirs and estates Affiliates (collectively, the “Indemnified "Purchaser Parties”Indemnitees") harmless from and save and hold each of them harmless against and pay on behalf of all demands, claims, allegations, assertions, actions or reimburse such party as and when incurred for any loss, Liability, demand, claim, action, cause causes of action, costassessments, damagelosses, deficiencydamages, Taxdeficiencies, penaltyliabilities, fine or expensecosts and expenses (including reasonable attorneys' fees, whether or not arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and ail all reasonable amounts paid in investigation, defense or settlement of any of the foregoing (and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, “Losses”"Purchaser Damages") which any such Indemnified Purchaser Party may sufferasserted against, sustain or become subject imposed upon, resulting to, as a result ofrequired to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly: 39 (i) in connection with, relating arising out of, which could result in, or incidental to or by virtue of: which would not have occurred but for (iA) any misrepresentation or a breach of a any representation or warranty made by Seller in this Agreement, any certificate or document furnished pursuant hereto or any Ancillary Agreement to which Seller is or is to become a party; (provided that such misrepresentation B) a breach or breach must be material nonfulfillment of any covenant or agreement made by Seller in the event that the applicable representation or warranty is not qualified by materiality) on the part of Seller under pursuant to this Agreement and in any Ancillary Agreement to which Seller is or is to become a party; or (C) Seller's failure to pay any of the Exhibits or Schedules heretoRetained Liability; (ii) any nonfulfillment that arise as a result of the presence in, on or breach under the Real Property, or in, on or under the buildings, structures, improvements or fixtures located thereon, of any covenant toxic or agreement (provided that such nonfulfillment Hazardous Substances, including but not limited to asbestos, of which presence Purchaser gives Seller written notice within three years from the date hereof. Without limiting the generality of the foregoing, Seller's indemnity obligation shall include costs incurred in connection with any site investigation or breach must be material any remedial, removal, or restoration work required by any local, state, or federal agency because of the presence or suspected presence of Hazardous Substances in, on or under the said Real Property, or in, on or under the said buildings, structures, improvements or fixtures located thereon, whether in the event that the applicable covenant soil, groundwater, air, or agreement is any Other receptor, but shall not qualified by materiality include incidental or a basket) on the part of Seller under this Agreementconsequential damages; orand (iii) that arise as a result of Seller's failure to pay any liabilities of the Company which are not disclosed federal, state or local tax attributable to Purchaser in this Agreement or in the Exhibits and Schedules heretoa period prior to Closing, whether or not such non-disclosure constitutes a misrepresentation then assessed, including but not limited to income tax, corporate tax, employee withholding or breach other tax or any other fee, assessment, or liability, which failure results in or could result in the imposition of a representation, warranty, covenant or agreement lien on the part of Seller under this Agreement Real Property or on any of the Exhibits and Schedules hereto, provided that such Losses relate to the period prior to the Closing Date and are actually incurred and notified to Seller pursuant to Section 4.6 during the one-year period commencing on the Closing DatePurchased Assets. (b) In addition to the foregoing, Seller shall indemnify the Indemnified Purchaser Parties against Losses in excess of $500,000 in the aggregate, which (i) are incurred by the Indemnified Purchaser Party as a direct result of liabilities of the Company which are disclosed to Purchaser in this Agreement or in the Exhibits and Schedules attached hereto (including, without limitation, Losses relating to the termination of current employees of the Company (who with their respective estimated termination indemnity amounts are referenced in Schedule 2.12(e)) and the litigation matter identified in Schedule 2.19(a) (the “Lokau Litigation”));