Common use of Indemnification by Seller Clause in Contracts

Indemnification by Seller. From and after the Closing, Seller shall indemnify Purchaser and its Affiliates and each of their respective officers, directors, employees, agents and representatives against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party to the extent arising from (i) any breach of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any breach of any covenant of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made.

Indemnification by Seller. From (a) Subject to Section 10.1(b), Section 10.3, Section 10.4, Section 10.6 and after Section 11.1, if the ClosingClosing shall occur, Seller shall indemnify Purchaser indemnify, defend and hold harmless IPH, its Affiliates (including the Transferred Company and each of its Subsidiaries), each of their respective directors, officers, directors, employees, agents and representatives against representatives, and hold them harmless from any losseach of the heirs, liabilityexecutors, claim, damage or expense (including reasonable legal fees successors and expenses) (“Losses”) suffered or incurred by any such indemnified party to the extent arising from (i) any breach assigns of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any breach of any covenant of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (acollectively, the “IPH Indemnified Parties”) of this Section 9.01; (c) Seller shall not have against, and reimburse any liability under clause (i) of this Section 9.01 for any breach of a representation IPH Indemnified Party for, all Losses that such IPH Indemnified Party may suffer or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability incur, or obligation arises become subject to, as a result of (xi) the breach of any action taken representations or omitted warranties made by Seller in this Agreement (other than the representations and warranties contained in Section 3.13 which shall be governed exclusively by Section 7.2); (ii) the breach or failure by Seller to perform, or cause to be taken by Purchaser or performed, any of its Affiliates covenants or obligations contained in this Agreement (yother than the covenants or obligations contained in Article VII, which shall be governed by Section 7.2); (iii) (A) any breach items listed in Section 10.1(a)(iii) of a representation the Seller Disclosure Schedule and (B) any claim, cause of action or warranty that is covered Action by a certificate delivered pursuant to Section 3.02(a) except any Person arising before, on or after the Closing Date against any IPH Indemnified Party to the extent relating to Seller, its Subsidiaries, the Put Assets, the Put Liabilities, the Retained Plants or Retained Liabilities (and for the avoidance of doubt other than to the extent relating to the Transferred Company and its Subsidiaries, the Plants or the Business), or any business, assets or liabilities thereof (and for the avoidance of doubt other than to the extent relating to the Business, the Plants or the assets or liabilities of the Transferred Company and its Subsidiaries), except with respect to this clause (iii), for any Losses (or the relevant portion thereof) with respect to which IPH is specifically obligated to indemnify the Seller had knowledge that Indemnified Parties under Section 10.2(a) or for which IPH is otherwise expressly responsible under this Agreement (such representation claims, causes of action and Actions described in this clause (iii)(B) along with the items listed in Section 10.1(a)(iii) of the Seller Disclosure Schedule, the “Seller Retained Liabilities”); and (iv) (W) any Environmental Liabilities arising at or warranty was not true from, associated with, involving, affecting or resulting from, or related to any Former or Inactive Location, the White and correct Xxxxxx Landfill or any Retained Plant and any Retained CCB Liabilities, (X) any liabilities or Losses arising from the Duck Creek Complaint or any subsequent complaints or enforcement action related to the underlying allegations at issue in all material respects when madethe Duck Creek Complaint, and (Y) any Off-Site Liabilities and (Z) any Asbestos Liabilities, whether asserted prior to or after the Closing (clauses (W), (X), (Y) and (Z) collectively, the “Retained Environmental Liabilities” and, together with the Seller Retained Liabilities, the “Retained Liabilities”)). For purposes of this Section 10.1, whether Seller has breached any of its representations or warranties herein, and the determination and calculation of any Losses resulting from any such breach, shall be determined without giving effect to any qualification as to “materiality” (including the word “material”).

Indemnification by Seller. (a) From and after the Closing, and subject to this ARTICLE 8, Seller shall defend, indemnify Purchaser and its Affiliates hold harmless Buyers and each of their respective Subsidiaries and Affiliates and their respective officers, directors, employeesemployees and agents (collectively, agents and representatives against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (the “LossesBuyer Indemnitees”) suffered from and against, and pay or incurred by reimburse the Buyer Indemnitees for, any such indemnified party and all Losses to the extent arising from resulting from: (i) any breach of any representation or warranty of made by Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and ARTICLE 2; (ii) any breach by Seller of any covenant of its covenants or agreements contained herein; or (iii) claims brought against MWV Industria Plastica Ltda. by any Governmental Authority in Brazil for underpayment of import duties for any period prior to the Closing, including, without limitation, with respect to the action described in Section 2.12 of the Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, (a) Seller Disclosure Letter; provided that Buyer Indemnitees shall not have any liability be entitled to recover under clause Section 8.2(a)(i) for an individual claim or group of related claims unless and until the amount of Losses that otherwise would be payable pursuant to Section 8.2(a)(i) with respect to such claim or group of related claims exceeds $200,000 (ithe “Per Claim Threshold”), provided, further, that no claims by Buyer Indemnitees shall be asserted under Section 8.2(a)(i) of this Section 9.01 unless and until the aggregate amount of all Losses for which Seller that would otherwise be liable, but for this clause (a), payable hereunder exceeds on a cumulative basis an amount equal to $50,000.0010,000,000 (the “Indemnification Deductible”), and then only to the extent such Losses exceed the Indemnification Deductible. Any such individual claims or group of any such excess; (b) Seller related claims for amounts less than the Per Claim Threshold shall be ignored in determining whether the Indemnification Deductible has been exceeded. The Per Claim Threshold and the Indemnification Deductible shall not have any liability under clause apply with respect to any: (i) of this Section 9.01 claims for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 indemnification for any breach of a representation Fundamental Representation; or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise (ii) claims with respect to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of actual and intentional fraud with respect to any express provisions in this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeAgreement.

Indemnification by Seller. From and after the ClosingClosing Date, Seller shall indemnify Purchaser and hold harmless Buyer, its Affiliates Affiliates, each of their directors, officers, employees and agents, and each of their respective officersthe heirs, directorsexecutors, employeessuccessors, agents transferees and representatives assigns of any of the foregoing (collectively, the "Buyer Indemnified Parties") from and against any and hold them harmless from any lossall damages, liabilityclaims, claimlosses, damage or expense (expenses, costs, obligations and liabilities, including without limitation liabilities for all reasonable legal attorneys', accountants', and experts' fees and expenses) expenses including those incurred to enforce the terms of this Agreement (“Losses”) suffered or collectively, "Covered Liabilities"), suffered, incurred by any such indemnified party to or asserted, directly or indirectly, against the extent Buyer Indemnified Parties by reason or arising from out of (i) any breach of any representation or warranty warranty, covenant or agreement of Seller contained herein or in Sections 4.01, 4.02, 4.04 any instrument or 4.05 certificate delivered pursuant hereto (each of which for purposes of this Agreement which survives the Closingparagraph shall be read as though none of them contains any Adverse Affect, and Change or Effect or other materiality qualifier), (ii) any Retained Liability or (iii) any Environmental Liability; provided, however, that, except for a breach of any covenant of Seller contained representation or warranty in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoingSection 3.15, (a) Seller shall not have be required to indemnify the Buyer Indemnified Parties with respect to any liability under claim for indemnification pursuant to clause (i) of this Section 9.01 11.2 unless and until the aggregate amount of all Losses for which claims against Seller would be liable, but for under this clause (a), Section 11.2 exceeds on a cumulative basis an amount equal to $50,000.00, 3,800,000 and then only to the extent such aggregate amount exceeds such amount, and; provided, further, that in no event shall Seller be required to pay or otherwise be liable for an amount in excess of any such excess; (b) Seller shall not have any liability $150,000,000 with respect to claims made under clause (i) of this Section 9.01 for any individual item and (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (aiii) of this Section. The indemnity provided in this Section 9.01; (c) Seller 11.2 shall not have any liability apply if the Covered Liability previously has been recovered under clause (i) of this Section 9.01 for any breach of a representation 5.11 or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made5.23 hereof.

Indemnification by Seller. (a) From and after the ClosingClosing (but subject to the limitations and other provisions of this ARTICLE 7 and the Escrow Agreement), Seller shall defend, indemnify Purchaser and its Affiliates hold harmless Buyer and each of its Subsidiaries and Affiliates and their respective officers, directors, employeesemployees and agents (collectively, agents and representatives against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (the “LossesBuyer Indemnitees”) suffered from and against, and pay or incurred by any such indemnified party to reimburse the extent arising from Buyer Indemnitees for (i) any breach and all Losses resulting from the failure of any representation or warranty made by Seller in ARTICLE 2 to be true and correct in all respects at and as of Seller contained in Sections 4.01the date hereof and at and as of the Closing Date (except for representations that are as of a specific date which representations shall be true and correct as of such date), 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any and all Losses resulting from any breach by Seller of any covenant of Seller its covenants or agreements contained in this Agreement requiring performance herein or (iii) any UK Tax Losses arising after the Closing Survival Period Termination Date. Notwithstanding the forgoing, (a) Seller ; provided that Buyer Indemnitees shall not have be entitled to recover under Section 7.2(a) for an individual claim or group of related claims unless and until the amount of Losses that otherwise would be payable pursuant to Section 7.2(a) with respect to such claim or group of related claims exceeds $25,000 (the “Per Claim Threshold”), and then Buyer shall be entitled to recover only for the excess over the Per Claim Threshold, it being understood that any liability such individual claims or group of related claims for amounts less than the Per Claim Threshold shall be ignored in determining whether the Indemnification Deductible has been exceeded; provided, further, that no claims by Buyer Indemnitees shall be asserted under clause (iSection 7.2(a) of this Section 9.01 unless and until the aggregate amount of all Losses for which Seller that would otherwise be liable, but for this clause (a), payable hereunder from the Indemnity Escrow Amount exceeds on a cumulative basis an amount equal to $50,000.006,727,500 (the “Indemnification Deductible”), and then only to the extent such Losses exceed the Indemnification Deductible. Notwithstanding anything to the contrary in this Agreement, the Per Claim Threshold and the Indemnification Deductible will not apply to the obligations of Seller to indemnify Buyer Indemnitees in connection with an inaccuracy in or breach of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 representations and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth warranties contained in Section 3.01(a); (d2.4(b) Seller’s liability under clause (i) of this or Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made2.17.

Indemnification by Seller. From and after the Closing, (a) Seller shall agrees to indemnify Purchaser and its Affiliates and each of their respective officers, directors, employees, agents and representatives against and hold them harmless each Buyer Group Member from and against any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or all Losses and Expenses incurred by any such indemnified party to the extent Buyer Group Member in connection with or arising from (i) any breach of any representation representation, warranty, covenant or warranty agreement (A) made by Seller in this Agreement (other than representations and warranties made by Seller in Sections 5.2(b), 5.2(c) and 5.4(c) and covenants and agreements made by Seller in Section 8.2) or in any certificate delivered by or on behalf of Seller contained pursuant hereto or (B) made by Seller or SFFC in Sections 4.01the Accounts Receivable Purchase Agreement, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any breach of any representation or warranty made by Seller in Section 5.2(b), 5.2(c) and 5.4(c) and any breach of any covenant of or agreement made by Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoingSection 8.2, (aiii) any Excluded Liability and (iv) any failure by Seller to pay the Post-Closing Adjustment, if applicable; provided, however, that Seller shall not have be required to indemnify and hold harmless any liability Buyer Group Member under clause (i) of this Section 9.01 unless the aggregate of all 11.1(a) with respect to Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then Expenses incurred thereby only to the extent that the aggregate amount of any such excess; all Losses and Expenses incurred thereby under clause (bi) Seller exceeds the amount set forth as the Basket Amount in Schedule 11.1 (the "Basket Amount") (which Basket Amount is an aggregate deductible amount which shall not have any liability be recoverable from Seller under clause (i) of this Section 9.01 for any individual item (or series of related items) where 11.1); and provided, further, that the Loss relating thereto is less than $10,000.00 and such` items shall not aggregate amount required to be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) paid by Seller shall not have any liability under pursuant to clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at 11.1(a) shall not exceed the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations amount set forth as the Cap in Section 3.01(aSchedule 11.1 (the "Cap" and, together with the Basket Amount, the "Aggregate Limits"); . Seller's obligation to indemnify any Buyer Group Member for Losses and Expenses pursuant to clauses (dii), (iii) Seller’s liability under clause and (iiv) of this Section 9.01 shall in no event exceed ten percent (10%11.1(a) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 be subject to the extent Basket Amount or the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeCap.

Indemnification by Seller. From and after the Closing, Seller shall will indemnify Purchaser and its Affiliates and each of their respective officers, directors, employees, agents and representatives against in full Buyer and hold them it harmless from against any lossLoss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party to the extent arising from (i) or relating to: any breach or inaccuracy in any of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, representations and (ii) any breach of any covenant warranties of Seller contained in this Agreement requiring performance or in any closing certificate delivered by or on behalf of Seller pursuant to this Agreement (the calculation of Loss resulting from any such breach or inaccuracy to be determined without regard to any qualification as to "materially", "in all material respects" or similar qualification); any breach of any of the agreements or covenants of Seller contained in this Agreement; or the Pending Xxxxxx Action (collectively, the "Buyer Losses"). Buyer shall not be entitled to recover from Seller for any Buyer Losses arising pursuant to Sections 1.1(a)(i) or 1.1(a)(ii): (x) in respect of any individual item, or group of items arising out of the same event, where the Buyer Losses relating thereto are less than $25,000 (the "Sub-Basket Amount "); and (y) in respect of each individual item, or group of items arising out of the same event, where the Buyer Losses relating thereto are equal to or greater than the Sub-Basket Amount, unless the total of all Buyer Losses exceeds $125,000 (the "Basket Amount "), in which event the Buyer will be entitled to indemnification only for such Buyer Losses in excess of the Basket Amount. Seller's liability for Buyer Losses arising pursuant to Section 1.1(a)(i) or 1.1(a)(ii) or any Loss arising pursuant to Section 1.1(a) will not exceed $500,000 (the "Cap" and, together with the Sub-Basket Amount and the Basket Amount, the "Indemnity Limitations"). For clarity, none of the Indemnity Limitations shall apply to Seller's liability under Section 1.1(a)(iii). If Buyer has a claim for indemnification under this Section 0, Buyer must deliver to Seller one or more written notices of Buyer Losses (each a "Buyer Claim") within twelve (12) months after the Closing Date. Notwithstanding , except for Buyer Losses arising from a breach or inaccuracy in the forgoing, (a) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause representations and warranties made in Sections (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause ), (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(ab); , (d) Seller’s liability under clause (i) and 0 or Buyer Losses arising from any post-Closing breach of this Section 9.01 shall in no event exceed ten percent (10%) any of the Base Purchase Price; and (e) agreements by Seller shall not contained in this Agreement, for which Buyer must deliver a Buyer Claim prior to two months after the expiration of the applicable statute of limitations. Seller will have any no liability under this Section 9.01 0 unless the written notices required by the preceding sentence are given by the date specified. Any Buyer Claim will state in reasonable detail the basis for such Buyer Losses to the extent then known by Buyer and the nature of Buyer Losses for which indemnification is sought, and it may state the amount of Buyer Losses claimed. If such Buyer Claim (or an amended Buyer Claim) states the amount of Buyer Losses claimed and Seller notifies Buyer that Seller does not dispute the claim described in such notice or fails to notify Buyer within forty-five (45) Business Days after delivery of such notice by Buyer whether Seller disputes the claim described in such notice, Buyer Losses in the amount specified in Buyer's notice will be admitted by Seller, and Seller will pay the amount of such Buyer Losses to Buyer. If Seller has timely disputed the liability of Seller with respect to a Buyer Claim (or obligation arises an amended Buyer Claim) stating the amount of Buyer Losses claimed, Seller and Buyer will proceed in good faith to negotiate a resolution of such dispute. If a claim for indemnification has not been resolved within thirty (30) calendar days after delivery of the Seller's notice, Buyer may seek judicial recourse. If a Buyer Claim does not state the amount of Buyer Losses claimed, such omission will not preclude Buyer from recovering from Seller the amount of Buyer Losses described in such Buyer Claim if any such amount is subsequently provided in an amended Buyer Claim (although in that event, Seller will have the right to dispute the claim in accordance with the provisions of this Section 1.1(c)). In order to assert its right to indemnification under this Article 0, Buyer will not be required to provide any notice except as provided in this Section 1.1(c). Seller will pay the amount of any Buyer Losses to Buyer within ten (10) Business Days following a result determination of Seller's liability for and the amount of Buyer Losses (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that whether such determination is covered by a certificate delivered made pursuant to the procedures set forth in this Section 3.02(a) except to the extent Seller had knowledge that such representation 0, by agreement between Buyer and Seller, by arbitration award or warranty was not true and correct in all material respects when madeby final adjudication).

Indemnification by Seller. From and after the Closing, and from and only to the extent of the Escrow Amount, Seller shall indemnify, defend and hold harmless Parent, its Affiliates (including the Company and the Company Subsidiaries), and their respective directors, officers, equityholders, partners, members, attorneys, accountants, agents, representatives and employees and their heirs, successors and permitted assigns, each in their capacities as such (the “Buyer Indemnified Parties”), from, against and with respect to any damages, losses, charges, Liabilities, claims, demands, actions, suits, judgments, settlements, awards, interest, penalties, fees, costs and expenses (including reasonable attorneys’ fees and disbursements) (collectively, “Losses”) sustained or incurred by any Buyer Indemnified Party arising out of, resulting from or otherwise in respect of (a) the failure of any representation or warranty of the Seller Parties contained in Article III or Article IV of this Agreement (other than those set forth in Section 4.9 (a) through (k) and (m), which terminate at the Closing, but including those set forth in Section 4.9(l), which will remain in full force and effect until the Final Survival Date) to be true and correct as of the Closing (or, with respect to representations and warranties that by their terms refer to a specific date, as of such -74- specific date), it being understood that in determining whether any such representation or warranty failed to be true and correct, such representation and warranty (other than those set forth in Section 4.6(d)(ii)) shall be considered without regard to any qualifications or limitations as to “materiality”, “Seller Material Adverse Effect” or “Company Material Adverse Effect” set forth therein) or (b) any breach of any covenant or agreement of Seller or any of its Affiliates (which, until the Closing, shall include the Company and the Company Subsidiaries) contained in this Agreement. From and after the Closing, Seller shall indemnify Purchaser and its Affiliates AHG shall, jointly and each of their respective officersseverally (subject to Section 8.8(b)), directorsindemnify, employeesdefend and hold harmless the Buyer Indemnified Parties, agents and representatives from, against and hold them harmless from with respect to any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered Losses sustained or incurred by any such indemnified party to Buyer Indemnified Party arising out of, resulting from or otherwise in respect of (c) any Apria Liabilities, (d) any breach by Apria Healthcare LLC of any covenant, representation or warranty under the extent arising from Contribution Agreements or (ie) any breach of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, representations and (ii) any breach of any covenant of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations warranties set forth in the last sentence of Section 3.01(a4.11(d); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made.

Indemnification by Seller. From and after the Closing, Seller shall indemnify Purchaser and its Affiliates and each of their respective officers, directors, employees, agents and representatives against and hold them harmless from any lossharmless, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party to the fullest extent permitted by Law, the Purchaser Indemnified Parties from and against any and 92 all Losses (in excess of Taxes constituting Closing Adjustments) arising from out of, without duplication, (i) any breach of any representation or warranty Taxes of Seller contained in Sections 4.01, 4.02, 4.04 and the Purchased Subsidiaries for periods or 4.05 portions thereof (including the portion of this Agreement which survives a Straddle Period ending on the Closing, and Closing Date) ending on or before the Closing Date (“Pre-Closing Taxes”); (ii) any breach Taxes of any covenant member of an affiliated, consolidated, combined or unitary group of which Seller contained in this Agreement requiring performance after or any of its Subsidiaries is or was a member on or prior to the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have any Date by reason of liability under clause Treasury Regulation §1.1502-6, Treasury Regulation §1.1502-78 or comparable provision of foreign, state or local Tax Law; (iiii) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds Taxes imposed on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises Indemnified Party as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any a breach of a representation or warranty that is covered by set forth in Section 5.9 or (y) a certificate delivered breach of a covenant or agreement set forth in Section 7.2(b)(xi) or (z) Tax Sharing Agreement not terminated in accordance with Section 10.5; (iv) Excluded Taxes; (v) Taxes arising out of the Section 338(h)(10) Election and the Section 338(g) Elections (as provided in Section 10.7 below); (vi) Taxes arising out of the failure to make any filings described in Section 10.8 below (including any filings not made pursuant to Section 3.02(a10.8(a), but which should have been made); and (vii) except fifty percent (50%) of PRC Taxes up to $2,000,000 (it being understood that, for the avoidance of doubt, nothing in this Section 10.1(a)(vii) shall require Seller to pay to the extent Seller had knowledge that such representation or warranty was not true and correct Purchaser Indemnified Parties any amount in all material respects when madeexcess of $1,000,000 in the aggregate (i.e., 50% of $2,000,000)).

Indemnification by Seller. From Subject to the terms and after conditions of this Article IX and except with respect to the Closingmatters that are the subject of Sections 9.8 and 9.9, Seller shall indemnify Purchaser and its Affiliates Buyer and each of their respective its Affiliates, officers, directors, employeesemployees and agents against, agents and representatives against and hold them harmless from from, any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) Loss suffered or incurred by any such indemnified party Indemnified Person to the extent arising from (ia) if the Closing occurs, any breach of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 this Agreement or 4.05 of this any Ancillary Agreement which survives the ClosingClosing or in any certificate, and instrument or other document delivered pursuant hereto, (iib) any material breach of any covenant of Seller contained in this Agreement requiring performance after or any Ancillary Agreement or (c) if the Closing Date. Notwithstanding occurs, the forgoingexistence of, or the failure of Seller to pay, perform and discharge when due, any of the Excluded Liabilities, whether such Excluded Liabilities are liabilities of Seller or of any of the Sold Subsidiaries (including, without limitation, any Losses as a result of the failure of Seller to comply with any Bulk Sales Laws referred to in Section 7.3); provided, however, that Seller shall have no liability under Section 9.1 (a) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses relating thereto for which Seller would be liablewould, but for this clause proviso, be liable exceeds $15,000,000 (a), exceeds on a cumulative basis an amount equal to $50,000.00, Fifteen Million Dollars) (and then only to the extent of any such excess); (b) Seller shall not have any and provided further, however, that Seller’s aggregate liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause 9.1 (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent $150,000,000 (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeOne Hundred Fifty Million Dollars).

Indemnification by Seller. From and after the Closing, Seller shall defend, indemnify Purchaser and hold Buyer and its Affiliates and each of their respective officers, directors, shareholders, partners, members, employees, agents representatives, agents, attorneys, licensees, Affiliates and representatives against and hold them assigns (the “Indemnified Buyers”) harmless from and against any lossand all claims, liabilitydemands, claimactions or causes of action, damage or expense assessments, judgments, awards, fines, sanctions, charges, damages, liabilities, losses, costs, interest, penalties, Tax and amounts paid in settlement and expenses (including including, without limitation, reasonable legal costs, fees and expensesexpenses of attorneys, experts, accountants, appraisers, consultants, witnesses, investigators and any other agents or representatives of Buyer) (“Losses”) which may be incurred or suffered by the Indemnified Buyers or incurred by any such indemnified party of them, arising out of or relating to the extent arising from (ia) any breach of any representation or warranty of made by Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any breach of any covenant of Seller contained Company in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excessAgreement; (b) any failure on the part of Seller to perform any covenant or agreement in this Agreement, or on the part of the Company with respect to covenants required to be performed prior to the Closing; or (c) any Retained Liabilities (each, a “Seller’s Indemnification Claim”). Save in the case of fraud, including, without limitation, fraudulent concealment by Seller, in no event shall not Seller have any liability under clause with respect to any indemnification pursuant to Section 9.1(a) (i) except in the case of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation Section 4.3 (No Undisclosed Liabilities), Section 4.10 (Taxes) or warranty if Purchaser had knowledge Section 4.19 (Ownership by the Company; No Inconsistent Actions)) until the total dollar amount of all such breach at the time indemnification obligations that would otherwise be identifiable pursuant to such Section 9.1(a) (other than Losses arising from breaches of the Closing representations and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations warranties set forth in Section 3.01(a4.3 (No Undisclosed Liabilities), Section 4.10 (Taxes) or Section 4.19 (Ownership by the Company; No Inconsistent Actions)), shall exceed $1,600,000, in which event Seller will be liable only for the amount in excess of $1,600,000; provided that (dsave in the case of fraud, including, without limitation, fraudulent concealment by Seller) in no event shall Seller’s aggregate liability in respect of Section 9.1(a) (except in the case of any breach of Section 4.3 (No Undisclosed Liabilities), Section 4.10 (Taxes) or Section 4.19 (Ownership by the Company; No Inconsistent Actions)) exceed $25,000,000, provided that the foregoing limits on the Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) not apply with respect to Losses arising from breaches of the Base Purchase Pricerepresentations and warranties set forth in Section 4.3 (No Undisclosed Liabilities), Section 4.10 (Taxes) or Section 4.19 (Ownership by the Company; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeNo Inconsistent Actions).

Indemnification by Seller. From and after the Closing, Seller shall indemnify Purchaser and its Affiliates and each of their respective officers, directors, employees, agents and representatives against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party to the extent arising from (i) any breach of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any breach of any covenant of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have any liability under clause For the period commencing on the Closing Date and ending, as the case may be, upon the expiration of the periods specified in Section 9.1 (iSurvival of Representations, Warranties, Covenants and Agreements) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause hereof (aif applicable), exceeds on a cumulative basis an amount equal to $50,000.00Seller shall, and then only subject to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations limitations set forth in Section 3.01(a); 9.1 (dSurvival of Representations, Warranties, Covenants and Agreements) Seller’s liability under clause hereof, indemnify, defend and hold harmless Buyer and its respective directors, officers, employees, shareholders and agents ("Buyer Indemnified Parties" and, collectively with the Seller Indemnified Parties, the "Indemnified Parties") against and in respect of (i) all Losses sustained, incurred, arising out of, in connection with or relating to any breaches of Seller's representations and warranties set forth in this Section 9.01 Agreement (other than representations and warranties set forth in Article V (Tax Matters), as to which the indemnification provisions set forth in Article V (Tax Matters) shall in no event exceed ten percent govern), (10%ii) Losses arising out of or relating to the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 matters set forth on Schedule 9.3 to the extent set forth thereon (iii) all Losses incurred in connection with litigation that was omitted from the liability Schedules hereto in breach of the representations set forth in Section 3.8 hereof, (iv) all Losses to the extent relating to any assets, properties or obligation arises as a result businesses of (x) any action taken the Companies and their Subsidiaries transferred or omitted to be taken by Purchaser transferred to Seller or any of its Affiliates (other than the Companies and their Subsidiaries), in connection with the transactions contemplated hereby on or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except prior to the extent Seller had knowledge that such representation Closing Date, and (v) all Losses arising out of or warranty was not true and correct in all material respects when maderelating to the 401(k) plan formerly maintained by Triangle Stereo, Inc., the termination thereof or the distribution of assets therefrom.

Indemnification by Seller. From and after 14.1.1 Subject to the Closinglimitations set forth in Section 14.3, Seller shall indemnify Purchaser agrees to indemnify, defend and its Affiliates hold harmless each of Purchaser, Parent and each any of their respective members, shareholders, officers, directors, employees, agents and representatives against and hold them harmless agents, affiliates, successors or assigns (each, a “Purchaser Indemnitee”) from any loss, liability, claim, damage or expense (including reasonable legal attorneys’ fees and expensesbut excluding any consequential, punitive, multiplied, exemplary or other special damages) (collectively, “Losses”) suffered that a Purchaser Indemnitee may incur, suffer or incurred by any such indemnified party to become liable for as a result of or in connection with (a) the extent arising from (i) any breach of any representation or warranty of Seller contained in Sections 4.01this Agreement, 4.02including any Exhibit or Schedule to this Agreement, 4.04 occurring or 4.05 developing during the period of this Agreement which survives survival set forth in Section 13; (b) the Closing, and (ii) any breach of any covenant of Seller contained in this Agreement requiring performance after or the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01other Transaction Documents; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth any covenant made by any Seller Party contained in Section 3.01(a)10.2, Section 10.3 or Section 10.4; or (d) Seller’s any assertion against a Purchaser Indemnitee of any claim or liability under clause (i) constituting an Excluded Liability, including, without limitation, the assertion against a Purchaser Indemnitee by any Person of this Section 9.01 shall in no event exceed ten percent (10%) any obligation or liability relating to the Purchased Assets, the conduct of the Base Purchase Price; and (e) Business by Seller, or the conduct of any Seller shall not have Party prior to the Closing Date, including, without limitation, Tax claims or liabilities. Purchaser, acting on behalf of a Purchaser Indemnitee, will give Seller prompt written notice of any liability claim, suit or demand that Purchaser believes will give rise to indemnification by Seller under this Section 9.01 section stating in reasonable detail the nature and basis of such claim, suit or demand, provided, however, that, the failure to give such notice will not affect the extent the liability or obligation arises as a result obligations of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) Seller hereunder, except to the extent Seller had knowledge that it is prejudiced by such representation or warranty was not true and correct in all material respects when madefailure.

Indemnification by Seller. From and after the Closing, Seller shall indemnify Purchaser and hold harmless Buyer and its Affiliates and Affiliates, each of their respective officersmembers, shareholders, managers, directors, employeesofficers, agents employees and representatives against agents, and hold them harmless from any losseach of the heirs, liabilityexecutors, claim, damage or expense (including reasonable legal fees successors and expenses) (“Losses”) suffered or incurred by any such indemnified party to the extent arising from (i) any breach assigns of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any breach of any covenant of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (acollectively, the “Buyer Indemnified Parties”) from and against any and all Losses incurred by or asserted against any of this Section 9.01the Buyer Indemnified Parties in connection with or arising from: (a)any breach by Seller of its covenants and agreements contained herein; (c) b)any breach by Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time its representations and warranties contained herein, as of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that date such representation or warranty was made and as if such representation or warranty was made anew on and as of the Closing Date (provided, that in each case after a breach has been established, the amount of Losses shall be determined without regard to any qualifications therein referring to “material”, “materiality”, “Material Adverse Effect”, or any other qualifications of similar import or effect); or (c)the Excluded Liabilities. Notwithstanding the foregoing, except in the case of knowing and intentional fraud by Seller, (A) Seller shall not true be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.3(b) until the aggregate Losses indemnifiable pursuant to Section 8.3(b) exceed (U.S.) $105,000 in the aggregate (except in connection with a breach by Seller of any of the representations or warranties contained in Sections 3.1, 3.2(e), 3.4, 3.20 and correct 3.26), at which point the Buyer Indemnified Parties shall be entitled to recover the entire amount of such Losses from the first dollar, and (B) Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.3(a) and 8.3(b) in all material respects when made.an aggregate amount in excess of (U.S.) $7,000,000. Any payment made pursuant to this Section 8.3 shall be treated by Seller and Buyer as an adjustment to the Purchase Price to the extent permitted by applicable Law, and Seller and Buyer agree not to take any position inconsistent therewith for any purpose. For the avoidance of doubt, if Seller’s breach any of the representations and warranties set forth in Section 3.20 relate to a failure to comply with Law, and Buyer continues such practices with respect to the Business after Closing that do not comply with Law, Buyer will not be entitled to indemnification from Seller with respect to those Losses that arise out of the failure to comply with Law in a Post-Closing Tax Period. Section 8.4

Indemnification by Seller. From and after the ClosingClosing Date, Seller shall indemnify Purchaser Buyer from and its Affiliates and each of their respective officers, directors, employees, agents and representatives against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or all losses incurred by Buyer resulting from: (a) any such indemnified party failure by Seller to pay, perform or discharge any liabilities related to operation of the Station that are not assumed by Buyer; (b) the business or operations of the Station during the period prior to the Closing Date; (c) any misrepresentation or breach of the representations and warranties of Seller contained herein; (d) any breach by Seller of any covenants of Seller contained herein; or (e) any failure to comply with any laws pertaining to bulk sales. Seller shall not be liable to Buyer in respect of any indemnification except to the extent arising from (i) any breach of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any breach of any covenant of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have any liability under clause (i) of this Section 9.01 unless that the aggregate amount of all Losses for which Seller would be liable, but for this clause losses of Buyer exceeds Fifty Thousand Dollars (a$50,000), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of the excess over such amount. The maximum aggregate liability of Seller to Buyer and any such excess; (b) Seller third parties for any and all losses shall not have exceed an amount equal to the Purchase Price. No claim for indemnification may be made hereunder by Buyer at any liability under clause time after such date which is twelve (i12) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of months after the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a)Date; (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) provided, however, any indemnification claim by Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a10.1(a) except or Section 10.11(b) which is related to any tax liabilities or employee benefit matters may be made hereunder by Buyer at any time prior to such date which is twenty-four (24) months after the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madedate hereof; provided, further, any covenants which by their terms are to be performed after the Closing Date shall survive indefinitely.

Indemnification by Seller. From and after the Closing, and subject to this Article 9, Seller shall hereby agrees to indemnify Purchaser and its Purchasers, their Affiliates and each of their respective officers, directors, managers, employees, agents and representatives against (collectively, the “Purchasers Indemnified Parties”) for any and hold them harmless from any lossall losses, liabilitydamages, claimpenalties, damage or expense assessments, Liabilities, claims, demands, judgments, demands, dues, fines, fees, suits, actions, costs and expenses (including reasonable legal fees and expensesattorneys’ fees) (collectively, “Losses”) suffered or incurred by any such indemnified party the Purchaser Indemnified Parties arising out of, or related to the extent arising from (i) any inaccuracy or breach of any representation or warranty on the part of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 any of this Agreement which survives the Closing, and (ii) any breach of any covenant of Seller its Relevant Affiliates contained in this Agreement requiring performance after or any of the Closing Date. Notwithstanding Ancillary Agreements (provided, that in determining the forgoing, (a) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any indemnifiable Losses with respect to a breach of a representation or warranty if Purchaser had knowledge by Seller for purposes of this Section 9.1(a)(i), such representations and warranties shall be read without regard to any limitation as to “Material Adverse Effect” or “materiality” qualifications (other than any dollar thresholds) contained therein, except with respect to the “materiality” qualifications set forth in Sections 5.4(a), 5.8(b), 5.8(c), the last sentence of 5.9(b), 5.11(b), 5.15(a), 5.16(a) and 5.17(c), (ii) any failure to deliver a Seller Notice required to be delivered pursuant to Section 7.1.6(a), (iii) any failure to perform, breach at the time or violation by Seller or any of its Relevant Affiliates of any of its other covenants or agreements contained in this Agreement or any of the Closing and such breach Ancillary Agreements, (iv) any Excluded Liabilities; (v) any amounts that would have given rise to not be recoverable by Purchasers or its Affiliates as a failure to be satisfied consequence of the condition failure by Seller or its Affiliates to Purchaser’s comply if necessary with the requirements and provisions of “bulk-sale” and “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Transferred Assets to Purchasers, as applicable, (vi) any financial penalties or payment obligations imposed by any Governmental Authority related to the matter referred to in item one (1) of Schedule 5.14(a) to the Disclosure Letter (the 102 “***”) for actions taken by or on behalf of Seller, its Affiliates, and their respective officers, directors and employees prior to the Closing. The Parties acknowledge and agree that (A) except as provided in the Amended and Restated Joint Defense Agreement, the indemnification obligations of Seller in Section 9.1(a)(vi) shall be the exclusive liability of Seller to the Purchaser Indemnified Parties in respect of the *** and neither Seller nor any of its Affiliates shall have any indemnification obligation with respect to any Liability arising out of, or related to, the ***, other than as expressly set forth in Section 3.01(a9.1(a)(vi); (d) Seller’s liability under clause (i) of this Section 9.01 shall , including in no the event exceed ten percent (10%) that as a consequence of the Base Purchase Price; *** and (eB) Purchasers have been informed by Seller shall not that (w) effective August 30, 2007, Aventis Inc., Aventis Pharmaceuticals, Inc., Sanofi-aventis US Inc and Sanofi-aventis US LLC, all of which are Affiliates of Seller (collectively, referred to as “API”), have any liability under this Section 9.01 to entered into a CIA with the extent the liability or obligation arises as OIG, and that they have received a result copy of such CIA and its Addendum dated May 22, 2009, (x) any action taken or omitted to API is the owner of certain of the Transferred Assets and Section IV.C of the Addendum provides that the CIA and its Addendum may be taken binding on the purchaser of such Transferred Assets unless otherwise agreed in writing by Purchaser or the OIG, (y) neither Seller nor any of its Affiliates shall have any indemnification obligation with respect to any Liability which could arise out of, or relate to, the decision of the OIG to impose all or part of the obligations of the CIA or any new corporate integrity agreement to Purchasers or their Affiliates following consummation of the transactions contemplated by this Agreement, and (yz) any breach *** shall be treated as a Third Party Claim for purposes of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madethis Agreement.

Indemnification by Seller. From and after the ClosingSubject to Section 6.1 xxxxxx, Seller shall indemnify Purchaser and its Affiliates and each of their respective officersXxxxxx xxxxxx agrees to indemnify, directorsdefend, employees, agents and representatives against save and hold them Xxxxx harmless from and against any lossand all damage, liability, claimloss, damage expense, assessment, judgment or expense deficiency of any nature whatsoever (including including, without limitation, reasonable legal attorneys' fees and expensesother costs and expenses incident to any suit, action or proceeding) (“together, "Losses”") suffered incurred or incurred sustained by any such indemnified party to the extent arising Buyer which shall arise out of or result from (ia) any breach of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement or in the certificate delivered by Seller pursuant to Section 8.1 hereof (unless any such breach relates to matters for which survives indemnification is provided pursuant to Section 10.2(c) hereof), (b) the failure by Seller to perform any covenant or agreement of Seller in this Agreement, or (c) any liability or obligation of any kind or nature, absolute, contingent, known or unknown, arising from or relating to the ownership or operation of the Non- Annuity Business, including but not limited to the recapture and transfer thereof contemplated by Sections 5.11 and 5.12 and Annexes 5.11 and 5.12 hereof, whether arising before or after the Closing, after offset by any related insurance proceeds or other recovery on account of such Losses; provided, however, that, solely with respect to Losses indemnifiable under Sections 10.2(a) and 10.2(b) above (ii) the "Subject Losses"), Seller shall not be obligated to indemnify, defend, save and hold Buyer harmless from and against any breach and all Subject Losses in accordance with the foregoing until the aggregate amount of any covenant Subject Losses exceeds $2,000,000, at which time Buyer shall be entitled to indemnification as set forth above for all Subject Losses in excess of Seller contained such $2,000,000; provided, further, however, that the aggregate amount of Subject Losses in respect of which Buyer shall be entitled to indemnification in accordance with this Agreement requiring performance after Section 10.2 shall not exceed the Closing DatePurchase Price. Notwithstanding the forgoingforegoing, (a) Seller shall not have any liability no indemnification under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 10.2 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a Seller or any failure to be satisfied perform any covenant or agreement of the condition to Purchaser’s obligations Seller set forth in Article V (other than those set forth in Section 3.01(a5.2(i); (d, 5.3(a), 5.7, 5.8, 5.11, 5.12 or 5.17 thereof) Seller’s liability under clause (i) of this shall be made unless a claim therefore is made by notice to Seller within the applicable time period specified in Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made10.1 hereof.

Indemnification by Seller. From and after Subject to the Closinglimits set forth in this Article V, Seller shall indemnify Purchaser agrees to indemnify, defend and hold Buyer, its Affiliates and each of their respective officers, directors, employees, agents and representatives against and hold them Affiliates, harmless from and in respect of any lossand all losses, liabilitydamages, claimcosts and reasonable expenses (including, damage or expense (including without limitation, reasonable legal expenses of investigation and defense fees and expenses) disbursements of counsel and other professionals), in each case in excess of $2,500 (“Losses”) suffered or incurred by any such indemnified party to the extent arising from collectively, "LOSSES"), (i) any breach that they may incur arising out of or due to the inaccuracy of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any breach of any covenant warranty, covenant, undertaking or other agreement of Seller contained in this Agreement requiring performance after or the Disclosure Schedule (determined, without giving effect to any limitation as to "materiality" or "material adverse effect" set forth therein other than with respect to the use of such qualifications in Sections 2.5, 2.7 and 2.8, the last sentence of Section 2.21 and the use of the terms "Material Agreement" and "Company Intellectual Property Rights" each of which includes materiality qualifiers); (ii) that arise out of the Pro-Line Litigation; (iii) that arise out of the operation or condition of the Dermablend Business or relate to the liabilities of the Dermablend Business, if Buyer has sold such business pursuant to Section 4.11; (iv) that arise out of the operation or condition of the National Cosmetics Business or the Iman Business or relate to the liabilities of the National Cosmetics Business or Iman Business if Buyer has sold such business pursuant to Section 4.11; and (v) that arise out of the operation or condition of Flori Roberts Inc. prior to the Closing Dateor relate to liabilities of Fxxxx Xxxxxxx Inc. immediately prior to the Closing, if Flori Roberts Xxx. Notwithstanding xxxxxxx a subsidiary of the forgoingCompany following the xxxx xx xxx Xermablend Business, the National Cosmetics Business and the Iman Business pursuant to Sections 4.11(a) and (b), except for liabilities arising out of or relating to the operation of the hair care and Posner businesses retained by Buyer; PROVIDED, HOWEVER, that the indemnification pursuant to Sections 5.1 (iii), (aiv) Seller shall or (v) will not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only available to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (Losses or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach liabilities arise out of a representation or warranty if Purchaser had knowledge violation by Buyer of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a4.11(d); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made.

Indemnification by Seller. From and after Subject to the provisions of this Article IX, following the Closing, Seller shall indemnify Purchaser and its Affiliates Affiliates, and each of their respective officers, directors, employees, agents agents, successors and representatives assigns (each, a “Purchaser Indemnified Party”) shall be indemnified and held harmless by Seller for and against all losses, Liabilities, damages, claims, costs and hold them harmless from any lossexpenses, liabilityinterest, claimawards, damage or expense judgments, fines, fees, obligations and penalties (including reasonable legal attorneys’ and consultants’ fees and expenses) (“Losses”) suffered suffered, sustained or incurred by any such indemnified party to the extent them (hereinafter, a “Loss”), arising from out of or resulting from, without duplication: (ia) any breach by Seller of any representation or warranty made by Seller contained in this Agreement, which shall be deemed made on the date hereof and the Closing Date (other than any representation or warranty that expressly relates to a specific date, which representation and warranty shall be made on the date so specified) (provided, however, that Seller shall not be obligated to indemnify the Purchaser Indemnified Parties pursuant to this Section 9.02(a) for any Tax imposed with respect to a Post-Closing Tax period on the basis of a breach of any representation or warranty of Seller contained in Sections 4.01Section 7.01 (Tax Representations) other than the representations and warranties contained in the second sentence of Section 7.01(e), 4.02Section 7.01(h), 4.04 and Section 7.01(k)), (b) the breach of any covenant or 4.05 of agreement contained in this Agreement which survives requiring performance by Seller or any Company (prior to Closing), (c) Excluded Taxes, (d) an invalid or ineffective (for federal income Tax purposes and to the Closingextent applicable for state or local income Tax purposes) Section 338 Election solely to the extent Taxes are caused by, and (ii) would not have been incurred but for, a breach of any representation in Section 7.01 or a breach of any covenant of Seller or any Company (other than covenants to be performed by a Company after the Closing unless performed at the direction and control of Seller, if and to the extent so exercised by the Seller) contained in this Agreement requiring performance after or any other document contemplated hereby, (e) any Retained Assets, (f) any Liability, whether known or unknown as of the Closing Date. Notwithstanding , with respect to the forgoingoperation of the Business or the Companies prior to the TBA Effective Date (whether such claim or Action is brought by a third party or otherwise), other than to the extent any such Loss arises under any Contract (other than under any Contract for any prior sales of business units by any Company or any Losses arising out of or resulting from any breach of any Contract by any Company prior to the TBA Effective Date), (ag) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only Third Party Claim to the extent of any punitive damages award where such excess; (b) Seller shall not have any liability under clause (i) Third Party Claim arises out of this Section 9.01 for any individual item (or series of related items) where results from the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes operation or conduct of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have Business or the Companies prior to the TBA Effective Date and any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; Environmental Liability, and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (xh) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeEnvironmental Liability.

Indemnification by Seller. From (a) Subject to the limitations contained in this Section 11 and in the other provisions of this Agreement (including the provisions of Section 5) after the ClosingClosing Date, Seller shall hold harmless and indemnify Purchaser from and against any and all Damages 32 actually incurred by Purchaser, its Affiliates and each and/or Representatives arising out of their respective officers, directors, employees, agents and representatives against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party to the extent arising from resulting from: (i) any breach of any representation or warranty of made by Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 Section 3 of this Agreement which survives the Closing, and Agreement; (ii) any breach of any covenant of Seller (A) set forth in this Agreement excluding Sections 6.10 and 7.8 hereof or (B) set forth in Sections 6.10 and 7.8 hereof; or (iii) the Excluded Liabilities. (b) Notwithstanding anything to the contrary contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoingAgreement, Purchaser shall not be entitled to assert any claim for indemnification pursuant to Section 11.1(a)(i) and (aa)(ii)(A) with respect to any breach by Seller of any of its representations, warranties or covenants set forth in this Agreement, and Seller shall not have be required to make any liability under clause (i) of this Section 9.01 unless the aggregate indemnification payments hereunder with respect to any Damages actually incurred by Purchaser, its Affiliates and/or Representatives as a result of all Losses for which Seller would be liablebreaches of such representations, but for this clause (a)warranties and covenants, exceeds on a cumulative basis an amount equal to $50,000.00until, and then only except to the extent that, the cumulative amount of any such excess; Damages actually exceeds $650,000 (b) the "Threshold"), in which event Seller shall not have any liability under clause (i) be responsible for the aggregate amount of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes all Damages, regardless of the foregoing clause (a) Threshold. Seller's cumulative liability for all breaches of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing its representations, warranties and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 covenants shall in no event exceed ten percent (10%) exceed, and the total amount of the Base Purchase Price; and (e) indemnification payments that Seller shall not have any liability be required to make under this Section 9.01 to the extent the liability or obligation arises as a result of (x11.1(a)(i) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (yii) any breach shall be limited in the aggregate to, a maximum of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to $6,500,000 (the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made."Cap"). 11.2

Indemnification by Seller. From (n) Subject to Sections 7.3(b) and 7.6, from and after the Closing, Seller shall indemnify Purchaser defend, indemnify, reimburse and its Affiliates and each of hold harmless Purchaser, the Acquired Companies, their respective Affiliates and, if applicable, their respective directors, officers, directors, employees, agents agents, representatives and representatives against and hold them harmless successors in interest (the “Purchaser Indemnified Parties” and, collectively with the Seller Indemnified Parties, the “Indemnified Parties”) from any lossLosses incurred or suffered by or asserted against any of the Purchaser Indemnified Parties, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party to the extent arising out of or resulting from (i) any breach of any representation or warranty of made by Seller contained in Sections 4.01Article III, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any breach of any covenant or agreement of Seller contained in this Agreement requiring performance after which, by its terms, is to be performed or complied with in whole or in part following the Closing, (iii) any liability for (w) Taxes of any Acquired Company for any taxable year or period (or portion thereof, determined in accordance with Section 5.4(c)(ii)) that ends on or before the Closing Date. Notwithstanding Date (other than Transfer Taxes, if any, to which the forgoing, (aprovisions of Section 5.4(a) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (aapply), exceeds on a cumulative basis an amount equal to $50,000.00, and then only except (A) to the extent of any a liability for such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where Taxes was taken into account in the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes calculation of the foregoing clause (a) of this Final Target Statutory Capital and the Final Purchase Price pursuant to Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; 2.3, and (eB) Seller shall not have any liability under this Section 9.01 for the avoidance of doubt, to the extent the liability such Taxes were already paid by Seller pursuant to Section 5.4(b)(i) or obligation arises as a result of Section 5.4(c)(i), (x) any action taken or omitted the Seller’s share of Transfer Taxes, if any, to be taken by Purchaser or any which the provisions of its Affiliates or Section 5.4(a) apply, (y) any breach Taxes resulting from the making of any Section 338(h)(10) Election or any of the actions described in Sections 5.6, 5.7, or 5.13 of this Agreement, and (z) any Taxes of any other Person imposed on any of the Acquired Companies by reason of Treasury Regulations Section 1.1502-6 (or any corresponding or similar provision of federal, state, local, or non-United States law), as a representation transferee or warranty that is covered successor, by a certificate delivered pursuant contract, or otherwise which Taxes relate to Section 3.02(aan event or transaction occurring before the Closing (iv) except to the extent Seller had knowledge that such representation or warranty was not true Retained Liabilities, (v) Retained Policies and correct in (vi) any and all material respects when madeitems set forth on Schedule 7.3(a) hereto.

Indemnification by Seller. From and after the ClosingClosing Date, Seller shall indemnify Purchaser Buyer from and its Affiliates and each of their respective officers, directors, employees, agents and representatives against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or all losses incurred by any such indemnified party to the extent arising Buyer resulting from (i) any axx xxsrepresentation or breach of any representation or warranty the representations and warranties of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, herein; and (ii) any breach by Seller of any covenant covenants of Seller contained in this Agreement requiring performance after the Closing Dateherein. Notwithstanding the forgoing, (a) Seller shall not have be liable to Buyer in respect of any liability indemnification under clause (i) (other than indemnification with respect to breaches of this clause (vii) of Section 9.01 unless the aggregate of all Losses 6(a) for which Seller would shall be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to liable from the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(afirst dollar) except to the extent that the aggregate amount of losses of Buyer exceeds five million dollars (US$5,000,000), in which case Seller had knowledge shall be liable for all such losses in excess thereof. The maximum aggregate liability of Seller to Buyer and any third parties for any and all losses shall not exceed an amount equal to two hundred million dollars (US$200,000,000) (the "Cap"). No claim for indemnification may be made hereunder by Buyer at any time after suxx xxte that such representation is twenty-four (24) months after the date of the Closing; provided that claims for breaches relating to taxes and environmental matters may be made at any time up to the expiration of the relevant statute of limitations for taxes and five years for environmental. The Long-form Agreement will contain a separate customary provision relating to tax indemnities and the procedures relating thereto. Notwithstanding any other provision of this Letter Agreement herein or warranty was in the Long-form Agreement to the contrary, Buyer acknowledges and agrees that the (i) the indemnification provisions set forth herein shall be the sole and exclusive remedy available to Buyer for any breach by Seller of this Letter Agreement or the Long-form Agreement, and (ii) maximum aggregate liability of Seller shall not true and correct exceed the Cap, regardless of whether Buyer seeks indemnification pursuant to this Letter Agreement or otherwise the regardless of the form of action, whether in all material respects when madecontract or tort.

Indemnification by Seller. From and after the Closing, Seller SELLER shall indemnify Purchaser and BUYER, its Affiliates and each of their respective officers, directors, employees, employees and agents and representatives against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”"LOSS") suffered suffered, incurred or incurred sustained by any such indemnified party or to the extent which any of them becomes subject, resulting from, arising from out of or relating to (i) any breach of any representation or warranty of Seller SELLER (other than a breach of Section 3.10, with any breach of such section to be handled pursuant to Section 8.4) contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which that survives the Closing, and (ii) any breach of any covenant of Seller SELLER contained in this Agreement requiring performance after and (iii) any failure on the Closing Date. Notwithstanding part of SELLER to perform and discharge its liabilities, other than the forgoingAssumed Liabilities (the "NON-ASSUMED LIABILITIES"); provided, (a) Seller however, that except with respect to Taxes, SELLER shall not have any liability under clause clauses (i) of this Section 9.01 and (ii) above unless the aggregate of all Losses losses, liabilities, costs and expenses relating thereto for which Seller would be liableSELLER would, but for this clause (a)proviso, be liable exceeds on a cumulative basis an amount equal to $50,000.00, 100,000 (the "BASKET") and then only to the extent that the aggregate of any all such excesslosses, liabilities, costs and expenses relating thereto exceeds the Basket; (b) Seller shall not have any provided further, however, that except with respect to Non-Assumed Liabilities, SELLER's aggregate liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 Article VIII shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made.

Indemnification by Seller. From Seller agrees to indemnify, defend and after the Closing, Seller shall indemnify Purchaser hold Buyer and its Affiliates and each of their respective officers, directors, employees, agents and representatives against and hold them harmless from and against any lossand all losses, liabilityliabilities, claimclaims, damage or expense demands, damages, costs and expenses (including reasonable legal attorneys' fees and expensesdisbursements) of every kind, nature and description (“Losses”collectively, "Claims") suffered sustained by Buyer or incurred by any such indemnified party to the extent of its Affiliates based upon, arising from out of or otherwise in respect of (i) any breach the inaccuracy of any representation or warranty of Seller contained in Sections 4.01warranty, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any breach of any covenant or agreement, of Seller contained in this Agreement requiring performance after or in any certificate, agreement, document or instrument delivered pursuant to this Agreement, (ii) the ownership, management or use of the Purchased Assets prior to the Closing Date. Notwithstanding the forgoingor (iii) any Retained Liabilities; except, (a) that Seller shall not have any no liability under clause pursuant to this Section 11.2 for the first $150,000 of aggregate Claims in respect of breaches of representations or warranties by Seller (the "Buyer Basket") and Seller shall be responsible only for such amounts of such Claims as exceed the Buyer Basket; provided however, (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on such limitation shall not apply if such claims arise from a cumulative basis an amount equal to $50,000.00, and then only to the extent breach of any such excess; representations and warranties set forth in Sections 5.2, 5.4, 5.5, 5.11, 5.13 and (bii) Seller shall not have except for claims that arise from a breach of any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 representations and such` items warranties set forth in Sections 5.2, 5.4, 5.5, 5.11, 5.13, which shall not be aggregated limited, the liability of Seller for its representations and warranties shall not exceed $9,000,000 in the aggregate. For purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have above indemnity, any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise subject to a failure materiality qualifier shall be deemed to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that been given without such representation or warranty was not true and correct in all material respects when madequalifier.

Indemnification by Seller. From Subject to the terms and after the Closingconditions of this Article X, Seller shall indemnify Purchaser and its Affiliates Buyer and each of their respective its officers, directors, employeesemployees and agents against, agents and representatives against and hold them harmless from from, any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) Loss suffered or incurred by any such indemnified party Indemnified Person (other than any relating to environmental matters, for which indemnification provisions are set forth in Section 10.3) to the extent arising from (ia) if the Closing occurs, any breach of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the ClosingClosing or in any certificate, and instrument or other document delivered pursuant hereto, (iib) any breach of any covenant of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding Date or (c) if the forgoingClosing occurs, the existence of, or the failure of Seller to pay, perform and discharge when due, any of the Excluded Liabilities (a) including, without limitation, any Losses as a result of the failure of Seller to comply with any Bulk Sales Laws referred to in Section 7.3); PROVIDED, HOWEVER, that Seller shall not have any liability under clause (i) of this Section 9.01 10.1 unless the aggregate of all Losses relating thereto for which Seller would be liablewould, but for this clause (a)proviso, be liable exceeds on a cumulative basis with Losses for which Buyer is indemnified under Section 10.3, an amount equal to $50,000.00, 50,000 (and then only to the extent of any such excess); and PROVIDED FURTHER, HOWEVER, that Seller's aggregate liability under this Section 10.1 and Section 10.3 shall in no event exceed $5,000,000. Notwithstanding the foregoing, (bi) Seller shall have no obligation to indemnify Buyer for Losses, whether or not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where they result from the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty of Seller, if Purchaser had knowledge Buyer's representation and warranty in Section 5.6 has been breached as to the same matter, and the Losses sustained by Buyer in such matter shall not be cumulatively counted towards the $50,000 threshold, (ii) the covenant of such Seller to perform remediation pursuant to Section 6.4 shall not be subject to any minimum or maximum liability in the event of indemnification of Buyer for Seller's breach at the time thereof and (iii) Seller shall have no obligation to indemnify Buyer with respect to any Loss, including but not limited to, any breach of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations representations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) 4.5, which is within the scope of the Base Purchase Price; Title Commitment, and (e) Seller Buyer agrees that its sole recourse with respect to such matters shall not have any liability under this Section 9.01 to be against the extent issuer of the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeTitle Commitment.

Indemnification by Seller. From and after Subject to the Closingprovisions of this Article VII, Seller shall indemnify Purchaser indemnify, defend and hold harmless Buyer and its Affiliates and each of their respective equity holders, officers, directors, managers, employees, representatives and agents (collectively, the “Buyer Indemnitees”) from and representatives against against, and hold them harmless from pay or reimburse the Buyer Indemnitees for, any lossand all claims, liabilitylosses, claimdamages, damage or expense Liabilities, awards, judgments, penalties, fines, Taxes, demands, costs and expenses (including reasonable legal fees and expensesexpenses of attorneys, accountants and other experts paid in connection with the investigation or defense of, and all amounts paid in settlement with respect to, any of the foregoing or any Proceeding relating to any of the foregoing) (subject to Section 7.5(a), “LossesDamages”) incurred, suffered or incurred sustained by any such indemnified party to the extent Buyer Indemnitees arising from out of or relating to: (i) any breach of or inaccuracy in any representation or warranty of Seller contained the representations and warranties made in Sections 4.01Article III, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any breach of any covenant or agreement of Seller contained made herein, (iii) any Excluded Liability, (iv) any Proceeding that is or should be disclosed on Sections 3.7(a) through 3.7(c) of the Disclosure Schedule and (v) any fraud or willful misrepresentation by or on behalf of Seller in connection with this Agreement, the Transaction Documents, and/or the Transactions. Notwithstanding the foregoing, Seller shall not be liable to indemnify any Buyer Indemnitees against Damages arising under Section 7.2(i) above unless and until the aggregate amount of such Damages exceeds $650,000 (the “Threshold Amount”), whereupon the Buyer Indemnitees shall be entitled to indemnification for the full amount of such Damages; provided, however, that Seller’s maximum Liability to the Buyer Indemnitees for all Damages arising under Section 7.2(i) above shall not exceed $5,000,000 (the “Maximum Amount”); provided, further, however, that the Threshold Amount and Maximum Amount shall not apply with respect to Damages arising out of any breach of or inaccuracy in any of the representations and warranties set forth in Sections 3.1 (Organization and Related Matters), 3.2 (Authority; No Violation), 3.3 (Consents and Approvals), Section 3.6 (No Broker), 3.9 (Taxes), 3.10 (Title), and 3.11 (Accounts), in which case Seller’s maximum Liability to the Buyer Indemnitees shall not exceed the Purchase Price. The limitations set forth in this Section 7.2 shall not apply in respect of any indemnification obligation arising out of or resulting from fraud or willful misrepresentation by Seller. Notwithstanding anything herein to the contrary, for purposes of determining the amount of any Damages related to a breach of any representation or warranty made by Seller in this Agreement, the representations and warranties made by Seller in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have be considered without regard to any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser “material,” “Material Adverse Effect” or any of its Affiliates similar term or limitation contained therein (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that and shall be treated as if such words were deleted from such representation or warranty was not true and correct in all material respects when madewarranty).

Indemnification by Seller. From and after the Closing, subject to the limitations set forth in this Agreement, Seller shall indemnify Purchaser and hold harmless Buyer and its Affiliates and each of their respective directors, officers, directorsemployees, employeesAffiliates, agents and representatives (collectively, the “Buyer Indemnitees”) against and hold them harmless from any loss, liability, claim, damage and all Losses which any Buyer Indemnitee may incur or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by suffer at any such indemnified party time after the Closing to the extent arising such Losses arise out of or result from (i) any the breach of any representation or warranty of Seller contained made by any Selling Corporation in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closingor any Ancillary Agreement, and (ii) any the breach of any covenant of Seller contained or agreement made by any Selling Corporation in this Agreement requiring performance after or any Ancillary Agreement to be performed prior to Closing, (iii) the Closing Datebreach of any other covenant or agreement made by any Selling Corporation in this Agreement or any Ancillary Agreement, (iv) any of the Excluded Liabilities (other than Other Excluded Remediation Liabilities), (v) the Restructuring Transactions and any other transactions or actions taken pursuant to Section 7.14, (vi) the Other Excluded Remediation Liabilities (to the extent provided in Section 10.1(b)), (vii) Liabilities arising from the 6.50% Junior Subordinated Debenture due 2029 issued by Hercules Incorporated and/or the 6.60% Debenture due 2027 issued by Hercules Incorporated, or (viii) any Seller Business Liabilities. Notwithstanding that a claim for Losses may fall into multiple categories of this Section 10.2, a Buyer Indemnitee may recover such Losses one time only. Buyer shall, and shall cause the forgoingother Buyer Indemnitees to use reasonable best efforts to mitigate, (a) Seller shall not have to the extent required by applicable Law, any liability under Losses upon becoming aware of any event that would reasonably be expected to, or does, give rise thereto. Notwithstanding anything in this Agreement to the contrary, in determining whether there is an inaccuracy or has been a breach of any representation or warranty for purposes of clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a10.2 or Section 9.1(a)(iii), exceeds on a cumulative basis an amount equal to $50,000.00, and then only except with respect to the extent representations and warranties in Sections 5.6 and 5.9 and the definition of “Business IP Licenses,” no effect shall be given to any such excess; (b) Seller shall not have qualification as to “materiality” or “Material Adverse Effect” and phrases of similar import contained in any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth made in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made.Article V.

Indemnification by Seller. From Following the Closing and after subject to the Closingremainder of this Section 11.4 and Sections 10.2, 16.8 and 16.15, Seller shall agrees to indemnify Purchaser and its Affiliates and each of their respective officers, directors, employees, agents and representatives against and hold them harmless Purchaser from and against any lossand all suits, liabilityclaims, claimlosses, damage or expense damages, liabilities, costs and expenses (including including, but not limited to, reasonable legal and actual attorneys’ fees and expensescourt costs) (collectively, “Losses”) ), and pay all Losses, suffered or incurred by Purchaser after Closing in connection with any such indemnified party to the extent arising from (i) any breach of any representation Seller’s representations or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any breach of any covenant of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations warranties set forth in Section 3.01(a11.1 herein, as qualified by Sections 11.1 and 11.3, not being true and correct in any material respect. Seller’s aggregate liability for its indemnification obligations under this Section 11.4.1 shall not exceed the Maximum Liability Cap (defined below in Section 16.15); , and no claim by Purchaser may be made and Seller shall not be liable for any Losses unless and until Purchaser’s claims for such Losses are for an aggregate amount in excess of Thirty-Five Thousand and No/100 Dollars (d$35,000.00) (the “Liability Basket”), in which event Seller’s liability respecting any Losses shall be for the entire amount thereof (as applicable), subject to the Maximum Liability Cap. Notwithstanding the foregoing, Seller’s liability under clause (i) this indemnity provision, shall be limited in accordance with the remainder of this Section 9.01 shall 11.4 and Sections 10.2, 16.8 and 16.15 hereof, it being agreed that the indemnity contained in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall Section 11.1.1 hereof is not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeso limited.

Indemnification by Seller. From Subject to the remaining provisions of this Article IX, from and after the ClosingClosing Date, Seller shall indemnify indemnify, defend and hold Purchaser and its Affiliates and each of their respective officers, directors, employees, agents agents, advisers, representatives and representatives against and hold them Affiliates (collectively, the “Purchaser Indemnitees”) harmless from and against any loss, liability, claim, damage Damages incurred or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party the Purchaser Indemnitees to the extent relating to or resulting or arising from from: (ia) any breach inaccuracy in any of any representation the representations and warranties made herein by Seller (other than Section 3.9, which shall be governed by Section 9.4(a)), except to the extent that such inaccuracy relates to an Excluded Asset or warranty of Seller contained in Sections 4.01Excluded Liability, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (iib) any breach of any covenant or agreement of Seller contained in this Agreement requiring performance after made herein (other than Section 5.2(i) or Section 6.6, which shall be governed by Section 9.4(a)), except to the Closing Dateextent such breach relates to an Excluded Asset or Excluded Liability or (c) any Excluded Assets or Excluded Liabilities. Notwithstanding the forgoingforegoing, with respect to Damages arising under Section 9.2(a) (except for Damages resulting from breaches of the Designated Seller Representations), (ai) Seller shall not have be liable to indemnify any liability under clause (i) of this Section 9.01 Purchaser Indemnitees against Damages unless and until the aggregate amount of all Losses for which Seller would be liable, but for this clause such Damages exceeds $50,000 (athe “Threshold Amount”), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) in which case Seller shall not have any liability under clause (i) of this Section 9.01 be liable for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes all such Damages in excess of the foregoing clause Threshold Amount) and (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (dii) Seller’s maximum liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of to the Base Purchase Price; and (e) Seller Purchaser Indemnitees for Damages shall not have any liability under this Section 9.01 exceed $210,000 (the “Cap”). To the extent an indemnification claim is made by a Purchaser Indemnitee, the Damages from which relate to both an Excluded Asset or an Excluded Liability on the one hand, and an Acquired Asset or Assumed Liability, then the Damages shall be appropriately apportioned among the affected Excluded Assets, Excluded Liabilities, Acquired Assets and Assumed Liabilities, as applicable, and Seller’s indemnification obligations hereunder with respect to such Damages shall be limited to the extent amount of such Damages apportioned to an Acquired Asset or Assumed Liability, as the liability or obligation arises as a result of case may be (x) subject to any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct other limitations contained in all material respects when madethis Article IX).

Indemnification by Seller. From Subject to the next sentence, from and after the Closing, Seller shall indemnify indemnify, defend and hold harmless Purchaser and its Affiliates and each of their respective officerssubsidiaries, stockholders, directors, officers, employees, and agents from and representatives against and hold them harmless from (a) any loss, liability, claim, damage Loss that may be incurred or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party to the extent and arising out of or resulting from (i) any breach of any representation representation, warranty, covenant or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any breach of any covenant agreement of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excessAgreement; (b) any Loss that may be incurred or suffered by any such party arising out of or resulting from any failure of Seller to comply with any bulk sales law, (c) any Loss that may be incurred or suffered by any such party arising out of any Excluded Liabilities, (d) any Loss that may be incurred or suffered by any such party arising out of or relating to any Contract or Other Agreement entered into or alleged to have been entered into between Seller and any third party with respect to an Alternative Transaction, and (e) any Loss incurred in enforcing this indemnity. Seller shall not have any no liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this the preceding sentence, (i) unless and until the total amount of Losses referred to in such clause (suffered by all parties having any indemnification claim under such clause) exceed $100,000, or (ii) respecting any breach of representation or warranty or breach of any covenant or agreement performance of which shall be due or which has been made or warranted on or before the Closing Date, unless any party seeking indemnification for such breach shall have given Seller notice thereof or of any claim potentially giving rise thereto within the relevant survival period as set forth in Section 9.01; (c) Seller 7.1. In no event shall not have any Seller's aggregate liability under clause (ia) of the first sentence of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations 7.3 exceed $500,000. The indemnification provisions set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 7.3 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 be Purchaser's sole remedy with respect to the extent the liability or obligation arises Agreement, except as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to otherwise provided in Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made8.14.

Indemnification by Seller. From Subject to the terms and after conditions of this Article IX, following the Closing, Seller shall indemnify Purchaser and its Affiliates and Buyer, each of its Affiliates, and their respective successors, assigns, officers, directors, employeesemployees and agents against, agents and representatives against and hold them harmless from from, any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) Loss suffered or incurred by any such indemnified party Indemnified Person, whether such Loss exists or accrues prior or subsequent to the extent Closing Date, arising or resulting from or based upon (ia) any breach of any representation or warranty of Seller (other than those relating to Environmental Laws or Safety Laws) contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement or any other Transaction Document which survives the Closing, and (iib) any the breach of any covenant of Seller contained in this Agreement requiring performance after or any other Transaction Document (other than those relating to Environmental Laws or Hazardous Materials), or (c) any of the Closing Date. Notwithstanding the forgoingExcluded Liabilities; provided, however, that (ai) Seller shall not have any no liability under clause Section 9.1(a) (ii.e., with respect to a breach of a representation or warranty) of this Section 9.01 unless the aggregate of all Losses arising thereunder for which Seller would be liablewould, but for this clause proviso, be liable exceeds $300,000 (a), exceeds on a cumulative basis an amount equal to $50,000.00, the "Basket") and then only to the extent of any such excess; , (bii) after the Basket has been exceeded, Seller shall not have any no liability under clause (iSection 9.1(a) of this Section 9.01 for with respect to any individual item (or series case of related items) where the a Loss relating thereto that is less than $10,000.00 5,000, and such` items shall not be aggregated for purposes of the foregoing clause (aiii) of this Section 9.01; (c) Seller shall not have any Seller's aggregate liability under clause (iSection 9.1(a) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent $13,000,000. For the avoidance of doubt, indemnification for any Loss arising or resulting from or based upon matters relating to Environmental Laws, Hazardous Materials or Safety Laws (10%including, but not limited to, the matters set forth in Sections 5.17 and 8.18) of the Base Purchase Price; and (e) Seller shall not have any liability under this is addressed exclusively in Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made9.3.

Indemnification by Seller. From and after Subject to the Closingremaining terms of this Article VIII, Seller shall indemnify indemnify, defend and hold harmless Purchaser and its Affiliates and each of their respective officerspartners, members, directors, officers, shareholders, employees, agents successors, assigns and representatives (the “Purchaser Parties”) from and against any and hold them harmless from any all damage, loss, liability, claim, damage liability or expense (including reasonable legal expenses of investigation and reasonable attorneys’ fees and expensesexpenses in connection with any action, suit or proceeding) (“Losses”) incurred or suffered or incurred by any such indemnified party to the extent arising Purchaser Party that arises out of, results from or constitutes (ia) any breach of any representation or warranty of made by Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any breach of any covenant of Seller contained in this Agreement requiring performance after or any Ancillary Agreement, (b) the Closing Datefailure of Seller to perform any of its agreements or covenants set forth in this Agreement or in any Transaction Document or (c) any Excluded Liability. Notwithstanding anything herein to the forgoingcontrary, (a) Seller shall not have any no liability under clause (iSection 8.2(a) of this Section 9.01 unless until the aggregate of all Losses for which Seller would be liable, but for this clause suffered by the Purchaser Parties exceeds $1.5 million (a), exceeds on a cumulative basis an amount equal to $50,000.00, the “Deductible Amount”) and then only to the extent of any such excess; (b) Seller shall be liable under Section 8.2(a) for only such Losses that exceed the Deductible Amount; provided, the Deductible Amount shall not have apply to (and therefore Seller will be responsible for the first dollar of Losses suffered by any liability under clause Purchaser Party) any claim arising from a breach of representation or warranty relating to (i) of this Section 9.01 for any individual item knowing misrepresentation or (or series of related itemsii) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes any of the foregoing clause representations and warranties set forth in Sections 4.1(a), (ab), (g), (i), (m), or (p) of this Section 9.01; (c) Seller shall not have any liability under clause the items referred to in clauses (i) of this and (ii) preceding are referred to as the “Excluded Items”). Notwithstanding anything herein to the contrary, Seller’s maximum aggregate liability under Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at 8.2(a) shall not exceed $22.5 million; provided, the time of foregoing cap shall not apply to the Closing and such breach would have given rise Excluded Items. Nothing herein shall be deemed to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) limit Seller’s liability under clause (iSections 8.2(b) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madec).

Indemnification by Seller. From and after the ClosingClosing Date, but subject to the conditions and limitations set forth in this Agreement, which shall be controlling, Seller shall indemnify Purchaser and hold Buyer and its Affiliates and each of their respective affiliates, managers, directors, officers, directorspartners, employees, agents and representatives against representatives, and hold them the successors and permitted assigns of any of the foregoing (collectively, “Buyer Indemnitees”) harmless from and against any and all loss, liability, claimcost, damage or expense (including reasonable legal fees and expensesattorneys’ fees) (“Losses”) suffered resulting from or incurred by any such indemnified party to the extent arising from out of (i) any breach by Seller of any representation Section the representations and warranties in Section 3.1.1, 3.1.2, 3.1.4, 3.1.8(a) or warranty of Seller contained in Sections 4.01, 4.02, 4.04 3.1.17 or 4.05 of this Agreement which survives the Closing, and (ii) any breach by Seller of (A) the representations and warranties in Section 3.1.8(b) or 3.1.21 or (B) any covenant or obligation of Seller contained in this Agreement requiring performance after herein (collectively, “Damages”). The Parties agree that the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall will not be aggregated for purposes deemed to have breached any of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation representations or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations warranties set forth in Section 3.01(a); (d3.1.8(a) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent such representations or warranties are made untrue, incorrect or inaccurate by the liability or obligation arises as a result issuance of (x) any action taken or omitted additional Membership Interests by the Company solely in connection with the repayment of outstanding intercompany debt owed by the Company to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeSeller. THE FOREGOING INDEMNIFICATION WILL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT RELATED TO OR ARISING FROM, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY OR CAUSED, IN WHOLE OR IN PART BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY BUYER INDEMNITEE, WHETHER UNDER STATUTE OR UNDER COMMON LAW.

Indemnification by Seller. From and after the Closing, Seller SELLER shall indemnify Purchaser and BUYER, its Affiliates affiliates and each of their respective officers, directors, employees, employees and agents and representatives against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party to the extent arising from (i) any breach of any representation or warranty of Seller SELLER contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives or in the Closing, and certificate delivered pursuant to Section 2.2(a) hereof; (ii) any breach of any covenant of Seller SELLER contained in this Agreement requiring performance after Agreement; (iii) the Closing Date. Notwithstanding Excluded Liabilities and (iv) any costs incurred due to the forgoingexistence of a Permitted Lien on the Inventory; provided, (a) Seller however, that SELLER shall not have any liability under clause (i) (other than with respect to Section 3.1, Section 3.2, -20- the first sentence of Section 3.3, or Section 3.7 of this Section 9.01 Agreement) above unless the aggregate of all Losses losses, liabilities, costs and expenses relating thereto for which Seller would be liableSELLER would, but for this clause (a)proviso, be liable exceeds on a cumulative basis an amount equal to two million five hundred thousand and 00/000 Xxxxxx Xxxxxx Dollars ($50,000.002,500,000) (the "Basket"), and then only to the extent that the aggregate of any all such excesslosses, liabilities, costs and expenses relating thereto exceeds the Basket; (b) Seller shall not have any provided further, however, that SELLER's aggregate liability under clause (i) (other than with respect to Section 3.1, Section 3.2, the first sentence of Section 3.3, or Section 3.7 of this Section 9.01 for any individual item (or series of related itemsAgreement) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 above shall in no event exceed ten percent (10%) 30% of the Base Purchase Price; and (e) Seller . Notwithstanding any language to the contrary contained herein, in no event shall not have any SELLER's aggregate liability under this Section 9.01 to 8.2 exceed the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madePurchase Price.

Indemnification by Seller. From and after the ClosingClosing (but subject to the provisions of this Section 9), Seller shall indemnify Purchaser and its Affiliates and each of their respective officers, directors, employees, agents and representatives against and hold them it harmless from any and all liability, loss, liabilitydamage, claim, damage expense, cost fine, fee, penalty, obligation or expense (injury including those resulting from any and all actions, suits, proceedings, demands, assessments or judgments, together with reasonable costs and expenses including reasonable attorneys fees and other legal fees and expenses) expenses (“Losses”) suffered or incurred by any such indemnified party Purchaser to the extent arising resulting from (i) any breach of any representation or warranty of Seller contained in Sections 4.01this Agreement, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any breach of any covenant of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoingAgreement, (aiii) any failure by Seller to transfer to Purchaser a sufficient number of licenses to operate the Business in substantially the same manner as being operated immediately prior to Closing under the various third party licenses transferred to Purchaser by Seller as part of the Transferred Contracts, which failure is independently determined by a licensor third party vendor in Purchaser’s ordinary course dealings with the vendor as part of incorporating the Business as acquired or otherwise, (iv) any failure by Seller to have removed those certain liens (Nos. V3572D254 and V3522D879) over BillTamer: user’s manual (registration numbers TXu 914247) and BillTamer: version 2.0 (TX 5021507) or effected the registration of the BillTamer: user’s manual (TXu000914247) and BillTamer: version 2.0 (TX0005021507) copyrights in the name of Seller or (v) any Excluded Liability; provided that except with respect to Sections 9(a)(iii) and (iv), Seller shall not have any liability under clause (i) of this Section 9.01 9, and no claims by Purchaser shall be so asserted, unless and until the aggregate amount of all Losses for which Seller would be liablewould, but for this clause (a)proviso, be liable exceeds on a cumulative basis an amount equal to $50,000.00US$40,000, and then only to the extent of any such excess; (b) excess over US$20,000, such that Seller shall not have any would be liable for Losses in excess of the first $20,000 of deductible once Losses total $40,000. Notwithstanding anything to the contrary herein, Seller’s aggregate liability under clause (i) of this under Sections 9(a)(i) and 9(a)(ii), excluding any Losses claimed under Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a9(a)(iii); (d) Seller’s liability under clause (i) of this Section 9.01 , shall in no event exceed ten an amount equal to twenty five percent (1025%) of the Base sum of the Closing Cash Purchase Price; Price plus the Earnout Amount, and shall only be recoverable out of any payments to be made from the Year One Revenue Payment or Year Two Revenue Payment, (ii) under Section 9(a)(iii) shall in no event exceed an amount equal to $200,000, and shall only be recoverable from, any payments to be made from the Year One Revenue Payment or Year Two Revenue Payment and (eiii) Seller under Section 9(a)(iv), when combined with any Losses claimed under Sections 9(a)(i) and 9(a)(ii), shall not have any liability under this Section 9.01 in no event exceed an amount equal to the extent the liability or obligation arises as a result sum of (x) any action taken or omitted to be taken by Purchaser or any twenty five percent (25%) of its Affiliates or the sum of the Closing Cash Purchase Price plus the Earnout Amount plus (y) an additional twenty five percent (25%) of the Earnout Amount, and shall only be recoverable from, any payments to be made from the Year One Revenue Payment or Year Two Revenue Payment. The Year One Revenue Payment and Year Two Revenue Payment shall be the sole and exclusive remedy under this Agreement for Seller’s indemnification obligations under this Agreement except in the case of fraud, and no amounts shall be payable by Purchaser separate from such amounts. Purchaser agrees that in the event of any breach giving rise to an indemnification obligation of a representation Seller hereunder, Purchaser shall take and cause its Affiliates to take, or warranty that is covered cooperate with Seller, if so requested by a certificate delivered pursuant Seller, in order to Section 3.02(a) except take, all reasonable measures to mitigate the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeconsequences of the related breach.

Indemnification by Seller. From and after the Closing, Seller shall indemnify Purchaser and its Affiliates and each of their respective officers, directors, employees, agents and representatives against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party to the extent arising from (i) any breach of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any breach of any covenant of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have any liability under clause For the period commencing on the Closing Date and ending, as the case may be, upon the expiration of the periods specified in Section 9.1 (iSurvival of Representations, Warranties, Covenants and Agreements) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause hereof (aif applicable), exceeds on a cumulative basis an amount equal to $50,000.00Seller shall, and then only subject to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations limitations set forth in Section 3.01(a); 9.1 (dSurvival of Representations, Warranties, Covenants and Agreements) Seller’s liability under clause hereof, indemnify, defend and hold harmless Buyer and its respective directors, officers, employees, shareholders and agents ("Buyer Indemnified Parties" and, collectively with the Seller Indemnified Parties, the "Indemnified Parties") against and in respect of (i) all Losses sustained, incurred, arising out of, in connection with or relating to any breaches of Seller's representations and warranties set forth in this Section 9.01 Agreement (other than representations and warranties set forth in Article V (Tax Matters), as to which the indemnification provisions set forth in Article V (Tax Matters) shall in no event exceed ten percent govern), (10%ii) Losses arising out of or relating to the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 matters set forth on Schedule 9.3 to the extent set forth thereon, (iii) all Losses incurred in connection with litigation that was omitted from the liability Schedules hereto in breach of the representations set forth in Section 3.8 (Litigation) hereof and (iv) all Losses to the extent relating to any assets, properties or obligation arises as a result businesses of (x) any action taken the Companies and their Subsidiaries transferred or omitted to be taken by Purchaser transferred to Seller or any of its Affiliates (other than the Companies and their Subsidiaries), in connection with the transactions contemplated hereby on or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except prior to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeClosing Date.

Indemnification by Seller. From and after the Closing, and from and only to the extent of the Escrow Amount, Seller shall indemnify, defend and hold harmless Parent, its Affiliates (including the Company and the Company Subsidiaries), and their respective directors, officers, equityholders, partners, members, attorneys, accountants, agents, representatives and employees and their heirs, successors and permitted assigns, each in their capacities as such (the “Buyer Indemnified Parties”), from, against and with respect to any damages, losses, charges, Liabilities, claims, demands, actions, suits, judgments, settlements, awards, interest, penalties, fees, costs and expenses (including reasonable attorneys’ fees and disbursements) (collectively, “Losses”) sustained or incurred by any Buyer Indemnified Party arising out of, resulting from or otherwise in respect of (a) the failure of any representation or warranty of the Seller Parties contained in Article III or Article IV of this Agreement (other than those set forth in Section 4.9 (a) through (k) and (m), which terminate at the Closing, but including those set forth in Section 4.9(l), which will remain in full force and effect until the Final Survival Date) to be true and correct as of the Closing (or, with respect to representations and warranties that by their terms refer to a specific date, as of such -74- specific date), it being understood that in determining whether any such representation or warranty failed to be true and correct, such representation and warranty (other than those set forth in Section 4.6(d)(ii)) shall be considered without regard to any qualifications or limitations as to “materiality”, “Seller Material Adverse Effect” or “Company Material Adverse Effect” set forth therein) or (b) any breach of any covenant or agreement of Seller or any of its Affiliates (which, until the Closing, shall include the Company and the Company Subsidiaries) contained in this Agreement. From and after the Closing, Seller shall indemnify Purchaser and its Affiliates AHG shall, jointly and each of their respective officersseverally (subject to Section 8.8(b)), directorsindemnify, employeesdefend and hold harmless the Buyer Indemnified Parties, agents and representatives from, against and hold them harmless from with respect to any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered Losses sustained or incurred by any such indemnified party to Buyer Indemnified Party arising out of, resulting from or otherwise in respect of (c) any Apria Liabilities, (d) any breach by Apria Healthcare LLC of any covenant, representation or warranty under the extent arising from Contribution Agreements or (ie) any breach of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, representations and (ii) any breach of any covenant of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations warranties set forth in the last sentence of Section 3.01(a4.11(d); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made. SECTION 8.3.

Indemnification by Seller. From (a) Except with respect to -------------------------- environmental matters (which are exclusively the subject of Section 7.3) and after the Closingmatters which are the subject of Sections 7.4 and 7.5, Seller shall hereby agrees to indemnify Purchaser and its Affiliates affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives against against, and agrees to hold them harmless from from, any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) ), as incurred (“Losses”) suffered payable quarterly upon written request, with interest from the date which is 30 days from the date of such request to the date of actual payment, at the prime or incurred by any such indemnified party base rate of Chase Manhattan Bank N.A. announced from time to time), to the extent arising from from, relating to or otherwise in respect of (i) any breach of any representation or warranty of Seller (other than that contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement Section 3.1(p)) which survives the ClosingClosing contained in this Agreement, and (ii) any breach of any covenant of Seller any of Sellers contained in this Agreement or in any Seller Ancillary Document requiring performance after the Closing Date. Notwithstanding the forgoingor (iii) any Excluded Liabilities; provided, (a) however, that Seller shall not have any -------- ------- liability under clause (i) of this Section 9.01 above unless the aggregate of all Losses losses, liabilities, costs and expenses relating thereto for which Seller would be liablewould, but for this proviso, be liable under clause (a), i) above exceeds on a cumulative pre-tax basis an amount equal to $50,000.0050,000,000, and then only to the extent of any such excess; (b) provided further, however, that Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability ---------------- ------- under this Section 9.01 7.1 to the extent the liability or obligation arises as a result of (x) the operation of the business of the Division or the Acquired Assets after the Closing or any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) affiliates. Purchaser acknowledges and agrees that its sole and exclusive remedy with respect to any breach and all claims relating to the subject matter of a representation or warranty that is covered by a certificate delivered this Agreement shall be pursuant to Section 3.02(a) except the indemnification provisions set forth in this Article VII. In furtherance of the foregoing, Purchaser hereby waives, to the fullest extent Seller had knowledge that permitted under applicable law, any and all rights, claims and causes of action it may have against Sellers, their affiliates and their respective officers, directors, employees, stockholders, agents and representatives arising under or based upon any Federal, state, local or foreign statute, law, ordinance, rule or regulation (including any such representation relating to environmental matters or warranty was not true and correct arising under or based upon common law or otherwise) or otherwise (except pursuant to the indemnification provisions set forth in all material respects when madethis Article VII).

Indemnification by Seller. From (a) Subject to Section 9.5 hereof (except as provided in the last sentence of this Section 9.2(a)), from and after the ClosingClosing Date, Seller shall indemnify Purchaser and hold harmless Buyer and its Affiliates Subsidiaries (including the Business Entities) and each of their respective officers, directorsdirectors and Affiliates (collectively, employees, agents and representatives against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (the “LossesBuyer Indemnified Parties”) from and against any and all Covered Losses suffered by such Buyer Indemnified Parties resulting from or incurred by any such indemnified party to the extent arising from out of (i) any inaccuracy in or breach of any representation of the representations or warranty warranties (without giving effect, other than with respect to Section 3.6(b), to any qualification as to “Business Material Adverse Effect” or “knowledge” contained therein) of Seller and the Company in Article III of this Agreement, other than those contained in Sections 4.013.1(a), 4.023.1(b) and 3.2, 4.04 or 4.05 of this Agreement any certificate delivered by Seller pursuant hereto (other than the representations and warranties set forth in Article VII hereof, indemnity for which survives the Closingis addressed in Article VII), and the matters described on Schedule 9.2(a) of the Seller Disclosure Letter, (ii) any inaccuracy in or breach of any covenant of the representations and warranties of Seller and the Company contained in this Agreement requiring performance after Sections 3.1(a), 3.1(b) and 3.2 or any breach or nonfulfillment of any covenants or agreements made by Seller or the Company herein, (iii) any liability or obligation of any of the Business Entities arising from or relating to any business other than the Business and (iv) any Non-Business Guaranty that remains in place following the Closing Datein accordance with Section 5.6(c). Notwithstanding the forgoing, (a) The obligation of Seller shall not have any liability to indemnify under clause (iiv) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b9.2(a) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant subject to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made9.5.

Indemnification by Seller. From and after the ClosingSubject to Section 12.4(b), Seller shall indemnify Purchaser indemnify, defend and hold harmless Buyer, its Affiliates and each of their respective officers, directors, employees, agents agents, representatives, affiliates, subsidiaries, successors and representatives assigns (collectively, the "Buyer Indemnitees") from and against and hold them harmless from any lossall Losses asserted against, liabilityresulting from, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered imposed upon or incurred by any such indemnified party to of the extent Buyer Indemnitees as a result of, or arising from out of, (ia) any the breach of any representation of the representations, warranties, covenants or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any breach of any covenant agreements of Seller contained in this Agreement requiring performance Agreement, (b) the ownership, operation, occupancy, use or condition of the Assets prior to the Effective Time, other than matters relating to Environmental Laws (which are covered by clause (e) below), (c) claims made by employees or former employees of Seller or any affiliates of Seller with regard to compensation and benefits under any benefit plan or any other employee benefit program in which such employee participated while employed by Seller or an affiliate of Seller prior to the Effective Time, (d) Title Defects related to the Seller Assets as to which Seller elected pursuant to Section 9.3 above to indemnify Buyer against all liability, loss, cost and expense, subject to satisfaction of the deductible provided for in Section 9.3(b), (e) Environmental Compliance Deficiencies related to the Seller Assets as to which Seller elected pursuant to Section 10.1(b)(ii) above to indemnify Buyer against Losses and Environmental Compliance Deficiencies related to the Seller Assets raised by Buyer within three (3) years after the Closing Date. Notwithstanding the forgoingpursuant to Section 10.2(b) above, (a) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liablesubject, but for this clause (a)in each case, exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any limitations on liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (Article 10%) of the Base Purchase Price; , and (ef) Seller shall not have any liability under this Section 9.01 for taxes related to the extent Seller's Assets (including interest, penalties or fines related thereto) for the liability or obligation arises as a result of (x) any action taken or omitted period prior to be taken the Effective Time other than those assumed by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered Buyer pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made6.9 above.

Indemnification by Seller. From and after the Closing, (a) The Seller shall indemnify Purchaser and its Affiliates and each of their respective officersindemnify, directorsdefend, employees, agents and representatives against and hold them harmless the Buyer from any lossand against all losses, liabilityliabilities, claimdamages, damage or expense claims, Taxes, costs, and expenses (including reasonable legal and other professional fees and expenses, including in connection with the enforcement of the Buyer’s right to be indemnified for any such amount regardless of whether or not the loss, cost, liability, damage, fine, penalty, judgment fee, award or expense related a third-party claim) (“Losses”) suffered or incurred by any such indemnified party to the extent Buyer arising out of or resulting from (i) any failure by the Seller to perform its covenants or obligations as set forth in this Agreement or in any other certificate or instrument delivered pursuant to this Agreement, or (ii) any inaccuracy in or breach of any representation or warranty of the Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives made to the Closing, and (ii) any breach of any covenant of Seller Buyer contained in this Agreement requiring performance after or in any other certificate or instrument delivered pursuant to this Agreement. For the Closing Date. Notwithstanding the forgoingavoidance of doubt, (a) Seller “Losses” shall not have include any liability punitive, incidental, consequential, exemplary, special or indirect damages, including any loss of future revenue or income, loss of business reputation or opportunity, diminution of value or any damages based on any type of multiple, in any such case claimed under clause (i) the terms of or due to any breach of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; Agreement. (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered Losses pursuant to Section 3.02(a6.2(a)(ii) except (other than with respect to the extent Seller had knowledge that such representation or warranty was Fundamental Representations) unless and until the amount of all Losses arising under Section 6.2(a)(ii) exceeds $159,000 in the aggregate (the “Basket Amount”). Once the amount of all Losses arising under Section 6.2(a)(ii) exceed the Basket Amount in the aggregate, the Seller shall be responsible for the full amount of Losses in excess of the Basket Amount. Notwithstanding the foregoing, the maximum liability of the Seller for all Losses under Section 6.2(a)(ii), other than with respect to the Seller Fundamental Representations, shall not true and correct exceed, in the aggregate, an amount equal to $265,000 (the “Cap”). The maximum aggregate liability of the Seller for all material respects when made.Losses pursuant to Section 6.2(a) shall not exceed, in the aggregate, an amount equal to the Purchase Price. Section 6.3

Indemnification by Seller. From and after the Closing, except as set forth in Article VII with respect to Tax matters, Seller shall indemnify indemnify, protect, defend and hold harmless Purchaser and its Affiliates and each of their respective directors, officers, directors, employees, agents and representatives and their successors and assigns (collectively, the “Purchaser Indemnitees”), as the case may be, from and against all Liabilities, demands, claims, actions or causes of action, assessments, losses, damages, costs and hold them harmless from any lossexpenses (including, liabilitywithout limitation, claiminterest, damage or expense (including reasonable legal fees penalties and attorneys’ fees, disbursements and expenses) (collectively, “LossesDamages”) suffered asserted against, resulting to, imposed upon or incurred by any such indemnified party to the extent arising from Purchaser Indemnitee, directly or indirectly: (i) any resulting from or arising out of a breach of any representation representation, warranty, covenant, agreement or warranty other obligation of Seller contained in Sections 4.01or made pursuant to this Agreement, 4.02each representation, 4.04 warranty, covenant, agreement or 4.05 of obligation being read for this Agreement which survives purpose without regard to any qualifications or limitations relating to materiality, including the Closing, terms “material,” “materially,” “Company Material Adverse Effect” or similar expressions; and (ii) any breach arising from or relating to the conduct of any covenant the business of Seller contained and its Subsidiaries (other than JCG LLC, the Company or the Company Subsidiaries); provided, however, that in this Agreement requiring performance after no event will the Closing Date. Notwithstanding the forgoing, (a) aggregate liability of Seller shall not have any liability under clause (i) of this Section 9.01 unless 6.2 exceed $450,000,000 (the aggregate of all Losses “Seller Cap”); and provided, further, that no claims for which indemnification can be made against Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 6.2 with respect to breaches of representations and warranties unless and until the aggregate amount of such Damages for any individual item (or series of related items) where which the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability Purchaser Indemnitees are entitled to indemnity under clause (i) of this Section 9.01 6.2 with respect to breaches of representations and warranties exceeds $35,000,000 (the “Seller Basket”). No individual claim for any breach Damages relating to breaches of representations and warranties of $10,000 or less (each, a “De Minimis Claim”) shall be aggregated for purposes of either (x) determining whether the Seller Basket has been met or (y) composing the portion of Damages that exceeds the Seller Basket, unless such De Minimis Claim constitutes or is part of a representation series of two or warranty if Purchaser had knowledge more related claims, in which case, such De Minimis Claims shall be aggregated for purposes of such breach at determining whether the time $10,000 threshold has been exceeded. In the event the aggregate amount of the Closing and such breach would have given rise to a failure to be satisfied of Damages sustained by the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability Purchaser Indemnitees under clause (i) of this Section 9.01 6.2 with respect to breaches of representations and warranties exceeds the Seller Basket, the indemnification obligations of Seller shall apply only to those Damages sustained by the Purchaser Indemnitees in no event exceed ten percent excess of the Seller Basket. Notwithstanding the foregoing, neither the Seller Basket nor the Seller Cap shall apply to Damages resulting from breaches by Seller with respect to the representations and warranties set forth in Section 2.2, Section 2.5, Section 2.6 and Section 2.29 of this Agreement, for all of which Damages Seller shall be liable whether or not the Seller Basket has been exceeded. For the avoidance of doubt, neither the Seller Basket nor the Seller Cap shall apply to Damages for which Purchaser Indemnitees are entitled to indemnification under clause (10%ii) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability 6.2, under Section 4.4 or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeunder Article VII.

Indemnification by Seller. From and after the Closing, except as set forth in Article VII with respect to Tax matters, Seller shall indemnify indemnify, protect, defend and hold harmless Purchaser and its Affiliates and each of their respective directors, officers, directors, employees, agents and representatives and their successors and assigns (collectively, the “Purchaser Indemnitees”), as the case may be, from and against all Liabilities, demands, claims, actions or causes of action, assessments, losses, damages, costs and hold them harmless from any lossexpenses (including, liabilitywithout limitation, claiminterest, damage or expense (including reasonable legal fees penalties and attorneys’ fees, disbursements and expenses) (collectively, “LossesDamages”) suffered asserted against, resulting to, imposed upon or incurred by any such indemnified party to the extent arising from Purchaser Indemnitee, directly or indirectly: (i) any resulting from or arising out of a breach of any representation representation, warranty, covenant, agreement or warranty other obligation of Seller contained in Sections 4.01or made pursuant to this Agreement, 4.02each representation, 4.04 warranty, covenant, agreement or 4.05 of obligation being read for this Agreement which survives purpose without regard to any qualifications or limitations relating to materiality, including the Closing, terms «material," «materially," «Company Material Adverse Effect" or similar expressions; and (ii) any breach arising from or relating to the conduct of any covenant the business of Seller contained and its Subsidiaries (other than JCG LLC, the Company or the Company Subsidiaries); provided, however, that in this Agreement requiring performance after no event will the Closing Date. Notwithstanding the forgoing, (a) aggregate liability of Seller shall not have any liability under clause (i) of this Section 9.01 unless 6.2 exceed $450,000,000 (the aggregate of all Losses «Seller Cap«); and provided, further, that no claims for which indemnification can be made against Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 6.2 with respect to breaches of representations and warranties unless and until the aggregate amount of such Damages for any individual item (or series of related items) where which the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability Purchaser Indemnitees are entitled to indemnity under clause (i) of this Section 9.01 6.2 with respect to breaches of representations and warranties exceeds $35,000,000 (the «Seller Basket«). No individual claim for any breach Damages relating to breaches of representations and warranties of $10,000 or less (each, a «De Minimis Claim«) shall be aggregated for purposes of either (x) determining whether the Seller Basket has been met or (y) composing the portion of Damages that exceeds the Seller Basket, unless such De Minimis Claim constitutes or is part of a representation series of two or warranty if Purchaser had knowledge more related claims, in which case, such De Minimis Claims shall be aggregated for purposes of such breach at determining whether the time $10,000 threshold has been exceeded. In the event the aggregate amount of the Closing and such breach would have given rise to a failure to be satisfied of Damages sustained by the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability Purchaser Indemnitees under clause (i) of this Section 9.01 6.2 with respect to breaches of representations and warranties exceeds the Seller Basket, the indemnification obligations of Seller shall apply only to those Damages sustained by the Purchaser Indemnitees in no event exceed ten percent excess of the Seller Basket. Notwithstanding the foregoing, neither the Seller Basket nor the Seller Cap shall apply to Damages resulting from breaches by Seller with respect to the representations and warranties set forth in Section 2.2, Section 2.5, Section 2.6 and Section 2.29 of this Agreement, for all of which Damages Seller shall be liable whether or not the Seller Basket has been exceeded. For the avoidance of doubt, neither the Seller Basket nor the Seller Cap shall apply to Damages for which Purchaser Indemnitees are entitled to indemnification under clause (10%ii) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability 6.2, under Section 4.4 or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeunder Article VII.

Indemnification by Seller. From and after the Closing, Seller shall indemnify Purchaser and its Affiliates hold harmless Buyer and each of their respective Buyer's directors, officers, directors, employees, agents agents, attorneys, representatives, successors, affiliates and representatives against assigns (the "BUYER PARTIES") from and hold them harmless from against, and reimburse the Buyer Parties on demand with respect to, any and all loss, liability, claim, damage or expense (including any decrease in the value of property or securities acquired hereunder), liability (including strict liability), claims, cost and expense, including reasonable legal attorneys', accountants', consultants' and engineers' fees and expenses) (“Losses”) suffered or collectively, "DAMAGES"), incurred by any such indemnified party to the extent a Buyer Party by reason of or arising from out of or in connection with: (ia) any misrepresentation or breach of any representation or warranty of Seller contained in Sections 4.01SECTION 3 (other than SECTIONS 3.13, 4.023.14 and 3.15 and other than SECTION 3.8.3 which shall be subject to indemnity pursuant to SECTION 9.9), 4.04 or 4.05 of in any certificate expressly delivered to Buyer pursuant to this Agreement which survives the Closing(PROVIDED, and (ii) any breach of any covenant of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, (a) that Seller shall not have indemnify and hold harmless the Buyer Parties from and against any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on Damages incurred by a cumulative basis an amount equal to $50,000.00, and then only Buyer Party to the extent of that the Damages attributable to any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at are reflected as liabilities included in the time calculation of the Closing Date Net Assets and such breach would have given rise result in a decrease in the Purchase Price; and provided further, that solely for the purposes of calculating the amounts of Damages and the existence of breaches of representations and warranties in SECTION 3 hereof and the rights of Buyer to a failure to be satisfied indemnification hereunder, the representations and warranties of the condition to Purchaser’s obligations Seller set forth in Section 3.01(aSECTION 3 (other than SECTION 3.4.4(e)) shall be deemed to omit the words "material" and "materially" (and, in the case of SECTION 3.7(i)(C), the word "substantially") and to omit the concept of "Material Adverse Effect"); (b) the failure of Seller to perform any agreement or covenant required by this Agreement to be performed by it whether before, on or after the Closing Date; (c) any Excluded Liabilities or any failure of Seller to pay, perform or discharge any of the Excluded Liabilities in accordance with the terms thereof; (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Priceany Excluded Assets; and or (e) Seller shall not have any liability under this Section 9.01 to the extent the imposition of any liability or obligation arises of Seller upon Buyer as a result of (x) any action taken or omitted successor to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except Seller with respect to the extent Seller had knowledge that Acquisition Assets, the Division, the Division Business or the Transferred Employees where such representation liability or warranty was obligation has not true been expressly assumed by Buyer as an Assumed Liability and correct in all material respects when madeBuyer has not otherwise expressly agreed by contract to bear, discharge, pay, perform or otherwise satisfy such liability or obligation of Seller. Notwithstanding the foregoing, Seller's indemnification of Buyer for Environmental Liabilities is governed solely by the provisions of SECTION 9.9.

Indemnification by Seller. From The Seller covenants and agrees from and after the ClosingClosing Date, Seller shall to defend, indemnify Purchaser and its Affiliates and each of their respective officers, directors, employees, agents and representatives against and hold them harmless the Purchaser Indemnified Parties from any lossand against, liabilityand pay or reimburse the Purchaser Indemnified Parties for, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party to the extent arising from (i) all liability for Taxes of the Company Group members for all Pre-Closing Tax Periods; (ii) any Losses arising in connection with the breach of any representation or warranty of Seller contained in Sections 4.012.9(xiv), 4.022.9(xv) or 2.16; (iii) any Losses arising in connection with any failure on the part of Seller to fulfill any obligation pursuant to Sections 4.7, 4.04 4.8, 4.9 and 4.14; or 4.05 (iv) all liability (as a result of Treasury Regulation 1.1502-6(a) or otherwise) for Taxes of Seller or any other entity which is or has been a Non-Company Group Affiliate. The representations and warranties contained in Sections 2.9(xiv), 2.9(xv) or 2.16 of this Agreement which survives and any and all claims and causes of action for indemnification under this Section 4.8 with respect thereto shall survive until 90 days following the Closing, and (ii) any breach expiration of the applicable statute or similar period of limitations; it being understood that in the event the Purchaser delivers notice of any covenant claim for indemnification within the applicable survival period and such notice describes such claims with reasonable specificity, the representations and warranties that are the subject of Seller contained in this Agreement requiring performance after the Closing Datesuch indemnification claim shall survive until such time as such claim is finally resolved. Notwithstanding the forgoing, (a) The Seller shall not have any liability under clause (i) any provision of this Section 9.01 unless the aggregate of all Losses Agreement for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only any such Taxes to the extent that any such Taxes arise from actions taken after the Closing Date by the Purchaser, any of its Affiliates, or the Company Group members, or from the failure after the Closing Date of any such excess; (b) of them to take any required action. The Purchaser shall take and cause its Affiliates, and the Company Group members to take all reasonable steps to mitigate any Taxes with respect to which the Seller shall not could have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability an indemnification obligation under this Section 9.01 to the extent the liability or obligation arises as a result of (x4.8(b)(i) any action taken or omitted to be taken by Purchaser or upon any of its Affiliates or (y) the Purchaser Indemnified Parties becoming aware of any breach of a representation or warranty that is covered by a certificate delivered pursuant event which would be reasonably likely to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madegive rise thereto.

Indemnification by Seller. From and after the Closing, Seller shall indemnify Purchaser and its Affiliates Buyer and each of their respective its officers, directors, employees, agents Affiliates, successors and representatives assigns (collectively, the “Buyer Parties”) against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) Losses suffered or incurred by any such indemnified party to the extent arising from (i) any breach of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (without giving effect to any notices or supplements pursuant to Section 11(h); ii) any breach of any covenant or agreement of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoingAgreement; or iii) any Excluded Liabilities; provided, (a) however, that Seller shall not have any liability under pursuant to clause (ia)(i) above (breaches of this Section 9.01 representations and warranties) unless the aggregate of all Losses for which Seller would be liablewould, but for this clause (a)proviso, be liable exceeds on a cumulative basis an $75,000 (in which event the full amount equal of Losses, not only the excess amount over $75,000, shall be subject to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(aindemnity); (d) provided further, however, that Seller’s liability under clause (i) of this Section 9.01 hereunder shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) $5,000,000, which amount shall be satisfied as set forth in Section 19(g). The Seller shall not have be required to indemnify, defend or hold harmless any liability under this Section 9.01 to the extent the liability Buyer Party against or obligation arises as a result of (x) reimburse any action taken or omitted to be taken by Purchaser or Buyer Party for any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered Losses pursuant to Section 3.02(a19(a)(i) except with respect to any claim, unless such claim involves Losses in excess of $25,000 (nor shall such item be applied to or considered for purposes of calculating the aggregate amount of the Buyer Parties’ Losses for purposes of the immediately preceding sentence). Buyer further acknowledges and agrees that, should the Closing occur, the Buyer Parties’ sole and exclusive remedy with respect to any and all claims relating to this Agreement, the Assets and the transactions contemplated hereby (other than fraud) shall be pursuant to the indemnification provisions set forth in this Section 19(a) and hereby waives, from and after the Closing, to the fullest extent permitted under Applicable Law, any and all other rights, claims and causes of action (other than claims of, or causes of action arising from, fraud) it may have against Seller had knowledge that such representation and its affiliates arising under or warranty was not true based upon any federal, state, local or foreign statute, law ordinance, rule or regulation or otherwise relating to this Agreement, the Assets and correct in all material respects when made.the transactions contemplated hereby. b.

Indemnification by Seller. From Subject to the provisions of Section 13.4, from and after the ClosingClosing Date, Seller shall indemnify Purchaser and its Affiliates and hold harmless the Buyer, Buyer's Affiliates, the Company, each of their respective present and future directors, officers, directors, employees, agents consultants and representatives agents, and each of the directors, officers, heirs, executors, successors and assigns of any of the foregoing (collectively, the "Buyer Indemnified Parties") from and against any and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party to the extent arising from all (i) Seller Environmental Obligations and Excluded Liabilities incurred by or asserted against any breach of any representation or warranty of Seller contained in Sections 4.01the Buyer Indemnified Parties, 4.02INCLUDING, 4.04 or 4.05 of this Agreement which survives the ClosingWITHOUT LIMITATION, ANY EXCLUDED LIABILITY BASED ON NEGLIGENCE, GROSS NEGLIGENCE OR STRICT LIABILITY OF THE BUYER INDEMNIFIED PARTY OR ANY OTHER THEORY OF LIABILITY, WHETHER IN LAW (WHETHER COMMON OR STATUTORY) OR EQUITY and (ii) subject to the limitations of Section 11.1 and Article XII, any breach Covered Liability resulting from, arising out of or on account of any breach, failure or nonfulfillment of any representation, warranty, covenant or agreement on the part of Seller contained which is expressly set forth in this Agreement requiring performance after the Closing DateAgreement. Notwithstanding anything herein provided to the forgoingcontrary, (a) Seller shall not have any liability under clause (i) of only be liable to Buyer's Affiliates pursuant to this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only 13.2 to the extent of any such excess; (b) Seller shall not that it would have any liability under clause (i) of been liable to the Buyer or the Company pursuant to this Section 9.01 13.2 if the obligations or liabilities for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of which Buyer's Affiliates seek indemnity pursuant to this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation 13.2 had been incurred by or warranty if Purchaser had knowledge of such breach at asserted against the time of Buyer or the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeCompany.

Indemnification by Seller. From and after Subject to the Closinglimits set forth in this Article V, Seller shall indemnify Purchaser agrees to indemnify, defend and hold Buyer, its Affiliates and each of their respective officers, directors, employees, agents and representatives against and hold them Affiliates, harmless from and in respect of any lossand all losses, liabilitydamages, claimcosts and reasonable expenses (including, damage or expense (including without limitation, reasonable legal expenses of investigation and defense fees and expenses) disbursements of counsel and other professionals), in each case in excess of $2,500 (“collectively, "Losses”) suffered or incurred by any such indemnified party to the extent arising from "), (i) any breach that they may incur arising out of or due to the inaccuracy of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any breach of any covenant warranty, covenant, undertaking or other agreement of Seller contained in this Agreement requiring performance after or the Disclosure Schedule (determined, without giving effect to any limitation as to "materiality" or "material adverse effect" set forth therein other than with respect to the use of such qualifications in Sections 2.5, 2.7 and 2.8, the last sentence of Section 2.21 and the use of the terms "Material Agreement" and "Company Intellectual Property Rights" each of which includes materiality qualifiers); (ii) that arise out of the Pro-Line Litigation; (iii) that arise out of the operation or condition of the Dermablend Business or relate to the liabilities of the Dermablend Business, if Buyer has sold such business pursuant to Section 4.11; (iv) that arise out of the operation or condition of the National Cosmetics Business or the Iman Business or relate to the liabilities of the National Cosmetics Business or Iman Business if Buyer has sold such business pursuant to Section 4.11; and (v) that arise out of the operation or condition of Xxxxx Xxxxxxx Inc. prior to the Closing Date. Notwithstanding or relate to liabilities of Xxxxx Xxxxxxx Inc. immediately prior to the forgoingClosing, if Xxxxx Xxxxxxx Inc. remains a subsidiary of the Company following the sale of the Dermablend Business, the National Cosmetics Business and the Iman Business pursuant to Sections 4.11(a) and (b), except for liabilities arising out of or relating to the operation of the hair care and Posner businesses retained by Buyer; provided, however, that the indemnification pursuant to Sections 5.1 (iii), (aiv) Seller shall or (v) will not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only available to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (Losses or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach liabilities arise out of a representation or warranty if Purchaser had knowledge violation by Buyer of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a4.11(d); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made.

Indemnification by Seller. From Subject to Section 8.4, from and after the ClosingClosing Date, Seller shall indemnify and hold harmless Purchaser and its Affiliates (including, after the Closing Date, the Company) and each of their respective directors, officers, directors, employees, agents successors and representatives against and hold them harmless from any lossassigns (each, liability, claim, damage or expense (including reasonable legal fees and expenses) (a “LossesPurchaser Indemnified Party”) from and against all Losses actually imposed on or suffered or incurred by any such indemnified party to the extent them, in connection with, arising out of or resulting from (ia) any breach a failure of any representation or warranty made by Seller or the Company in this Agreement to be true and correct on and as of Seller contained the Closing Date (and, except with respect to Section 3.6 and Section 3.7(b)) in Sections 4.01each case disregarding, 4.02, 4.04 or 4.05 for all purposes of this Agreement which survives the ClosingArticle VIII, and any “material,” “Company Material Adverse Effect,” “Seller Material Adverse Effect,” or similar qualifications contained therein), (iib) any breach of any covenant or agreement of Seller contained in or, prior to the Closing, the Company, under this Agreement requiring performance after the Closing Date. Notwithstanding the forgoingAgreement, (ac) Seller shall not have all Taxes of the Acquired Companies for all Pre-Closing Tax Periods and the pre-Closing portion of any liability Straddle Period (as determined under clause Section 5.13(c)), (id) of this Section 9.01 unless the aggregate of all Losses any Transfer Taxes for which Seller would be liable, but for this clause (ais liable pursuant to Section 5.13(a), exceeds (e) any Seller Withholding Liabilities, (f) the Actions set forth on a cumulative basis Schedule 8.2(f) of the Seller Disclosure Schedules; provided, that, the maximum amount of Losses that may be recovered from Seller for any amounts due under this Section 8.2(f) shall be an amount equal to $50,000.00Brazilian Reais 7.5 million, and then only to (g) the extent of any such excess; (b) Seller shall not have any liability under clause (iActions set forth on Schedule 8.2(g) of the Seller Disclosure Schedules; provided, that, the maximum amount of Losses that may be recovered from Seller for any amounts due under this Section 9.01 for any individual item (or series of related items8.2(g) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise an amount equal to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; , (h) the matters set forth on Schedule 8.2(h) of the Seller Disclosure Schedules, and (ei) Seller shall not have any liability under this Section 9.01 to the extent Restructuring Transactions and the liability or obligation arises as a result Additional Restructuring Transactions (which, for the avoidance of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to doubt, in each case exclude the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeTransaction).

Indemnification by Seller. From Seller and after the ClosingStockholders shall, Seller shall jointly and severally, defend, indemnify Purchaser and hold harmless Buyer and its Affiliates subsidiaries and each of affiliates, and their respective directors, officers, directors, employees, agents and representatives stockholders (collectively, “Buyer Indemnified Parties”), from and against and hold them harmless from any lossdamage, liability, claimloss, damage judgment, fine, penalty, cost and expense suffered by Buyer or expense Parent (including reasonable legal fees and expensesattorneys’ fees) (collectively, “Losses”) suffered arising out of or incurred by resulting from, directly or indirectly, any such indemnified party to the extent arising from (ia) any breach of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives or any of the Closingother Sale Documents, and (iib) any breach of any covenant of Seller contained or the Stockholders in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have or any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause other Sale Documents (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at including, without limitation, the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations covenants set forth in Section 3.01(a8.2 and 8.8 hereof); , and (dc) Seller’s liability failure by Seller to perform or discharge any of the Excluded Liabilities. Neither Seller nor the Stockholders shall have any obligation to defend, indemnify and hold any Buyer Indemnified Parties harmless under clause clauses (a) and (b) of Section 7.1 with respect to any matter for which notice has not been given to Seller pursuant to Section 7.3 on or before the earlier of (i) April 15, 2007 and (ii) the thirtieth (30th) day after the completion of this Parent’s audit for the fiscal year ending December 31, 2006 (the “Survival Date”); provided, however, that with respect to the obligations under Section 9.01 shall 7.1 relating to Seller’s representations and warranties set forth in no event exceed ten percent Sections 3.7 (10%Title and Location of Purchased Assets), 3.14 (Taxes), 3.15 (Environmental Matters) and 3.21 (ERISA Matters), the Survival Date shall, in the case of each such Section, be extended until the expiration of all statutes of limitations applicable to the subject matter of the representations and warranties set forth in that Section. Indemnification pursuant to clause (c) of the Base Purchase Price; and (e) Seller shall Section 7.1 is not have subject to any liability under this Section 9.01 to the extent the liability Survival Date or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeother limitation.

Indemnification by Seller. From and after the Closing, Seller shall defend, indemnify Purchaser and its Affiliates hold Buyer and each of Group Company and their respective officers, directors, shareholders, partners, employees, agents representatives, agents, attorneys, licensees, Affiliates and representatives against and hold them assigns (the "INDEMNIFIED BUYERS") harmless from and against any lossand all claims, liabilitydemands, claimactions or causes of action, damage or expense assessments, judgments, awards, fines, sanctions, charges, damages, liabilities, losses, costs, interest, penalties, amounts paid in settlement and expenses (including including, without limitation, reasonable legal attorney fees and expenses) (“Losses”"LOSSES") which may be incurred or suffered by the Indemnified Buyers or incurred by any such indemnified party of them, arising out of or relating to the extent arising from (ia) any breach of any representation or warranty made by Seller in this Agreement (other than any representation or warranty contained in Section 3.11 hereof), (b) any material failure on the part of Seller contained to perform any covenant or agreement in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives (or any failure to make any payment in accordance with any express payment obligation set forth herein) or (c) any Retained Liabilities (each, a "SELLER'S INDEMNIFICATION CLAIM"). Save (i) in the Closingcase of fraud (including, without limitation, fraudulent concealment) and (ii) in respect of the representations and warranties set forth in Sections 3.1, 3.2, 3.3 and 3.4, in no event will Seller have any breach of liability with respect to any covenant of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, indemnification pursuant to (a) Seller shall not have above where the Losses relating to any liability under clause individual item (ior group of related items) of this Section 9.01 unless is less than $25,000 and until the aggregate total dollar amount of all Losses for which Seller such indemnification obligations that would otherwise be liable, but for this indemnifiable pursuant to such clause (a), exceeds on a cumulative basis an amount equal when aggregated with all indemnification obligations indemnifiable by Crown Media Distribution, LLC pursuant to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.019.1 of the Asset Purchase Agreement, shall exceed $750,000, in which event Seller will be liable from the first dollar for the whole amount and not only the excess; PROVIDED that (c) Seller shall not have any liability under clause save in the case of clauses (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (dii) Seller’s liability under clause (iabove) of this Section 9.01 shall in no event exceed ten percent shall Seller's aggregate liability in respect of clause (10%a) hereof, together with Crown Media Distribution, LLC's aggregate liability in respect of clause (a) of Section 9.1 of the Base Asset Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to Agreement, in the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeaggregate exceed $70,000,000.

Indemnification by Seller. From Subject to the terms and after the Closingconditions of this Article X, Seller shall indemnify Purchaser and its Affiliates Buyer and each of their respective its Affiliates, officers, directors, employeesemployees and agents against, agents and representatives against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) Loss suffered or incurred by any such indemnified party Indemnified Person to the extent arising from any and all damage, loss, liability and expense (iincluding, without limitation, reasonable attorneys' fees and other expenses of investigation and any action, suit or proceeding), and including interest, incurred or suffered by Buyer, any Affiliate of Buyer, arising from (a) if the Closing occurs, any breach of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the ClosingClosing or in any certificate, and instrument or other document delivered pursuant hereto, (iib) any material breach of any covenant of Seller contained in this Agreement requiring performance after or (c) if the Closing Date. Notwithstanding occurs, the forgoingexistence of, or the failure of Seller to pay, perform and discharge when due, any of the Excluded Liabilities (a) including, without limitation, any Losses as a result of the failure of Seller to comply with any Bulk Sales Laws referred to in Section 7.2), including any Excluded Environmental Liabilities and the Seller's failure to timely discharge any of the Excluded Environmental Liabilities; PROVIDED, HOWEVER, that Seller shall not have be liable under Section 10.1(a) in respect of any liability under clause (i) misrepresentation or breach of this Section 9.01 warranty unless the aggregate amount of Losses with respect to all Losses for which Seller would be liable, but for this clause misrepresentations and breaches of warranties exceeds $2,000,000 (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess); (b) Seller shall not have any PROVIDED FURTHER, HOWEVER, that Seller's aggregate liability under clause (iSection 10.1(a) of this and under Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 10.8 below shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 an amount equal to the extent Purchase Price less the liability or obligation arises Closing Net Assets subject to any adjustment as a result of (x) any action taken or omitted to they may be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered adjusted pursuant to Section 3.02(a) except 2.5 (such ceiling on aggregate liability not to be less than 25% of the extent Seller had knowledge that Purchase Price). The $2,000,000 limitation in the preceding sentence does not apply to claims for indemnification pursuant to Section 4.7 of the Intellectual Property Agreement and any such representation or warranty was claims shall not true and correct be considered in all material respects when madedetermining whether such $2,000,000 limitation has been satisfied.

Indemnification by Seller. From Subject to the terms and after the Closingconditions of this Article X, Seller shall indemnify Purchaser and its Affiliates Buyer and each of their respective its Affiliates, officers, directors, employeesemployees and agents against, agents and representatives against and hold them harmless from from, any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) Loss suffered or incurred by any such indemnified party Indemnified Person to the extent arising from (ia) if the Closing occurs, any breach of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the ClosingClosing or in any certificate, and instrument or other document delivered pursuant hereto (iiignoring, for purposes of determining the existence of any such inaccuracy or breach or the amount of Loss with respect thereto, any "materiality" or "Material Adverse Effect" qualification set forth in such representation or warranty), (b) any breach of any covenant of Seller contained in this Agreement requiring performance after Agreement, (c) if the Closing Date. Notwithstanding occurs, the forgoingexistence of, or the failure of Seller to pay, perform and discharge when due, any of the Excluded Liabilities, whether such Excluded Liabilities are liabilities of Seller or of any of the Companies (aincluding, without limitation, any Losses as a result of the failure of Seller to comply with any Bulk Sales Laws referred to in Section 7.3) or (d) Losses related to the existing conditions at the McMinnville Facility (including the remediation thereof), subject to the potential release of such indemnification pursuant to the provisions of Section 6.9(d) hereof; PROVIDED, HOWEVER, that Seller shall not have any no liability under clause (iSection 10.1(a) of this Section 9.01 unless the aggregate of all Losses relating thereto for which Seller would be liablewould, but for this clause proviso, be liable exceeds $3,000,000 (a), exceeds on a cumulative basis an amount equal to $50,000.00, Three Million Dollars) (and then only to the extent of any such excess); (b) Seller shall not have any and PROVIDED FURTHER, HOWEVER, that Seller's aggregate liability under clause (iSection 10.1(a) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) 25% of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made.

Indemnification by Seller. (a) From and after the ClosingClosing Date, Seller shall indemnify shall, subject to the provisions of this Article XI, indemnify, defend and hold harmless Purchaser and its Affiliates subsidiaries and each of their respective officers, directors, employees, agents agents, representatives, successors and representatives permitted assigns (collectively, the "Purchaser Indemnitees"), from and against any and hold them harmless all actions, proceedings, costs, damages (excluding consequential and other indirect damages other than diminution in value of the Purchased Assets resulting from any lossan event subject to indemnification hereunder), liabilityclaims, claimlosses, damage or expense liabilities (absolute and contingent), fines, penalties, payments, costs and expenses (including reasonable legal fees counsel fees, interest, penalties and expensesdisbursements, but excluding any costs, damages, claims, liabilities, fines, penalties, payments, costs and expenses to the extent that an indemnitee recovers with respect thereto pursuant to any insurance policy) (“collectively, "Losses”) "), that may be asserted against or suffered or incurred by any such indemnified party to the extent Purchaser Indemnitees arising from (i) out of, or relating to, any breach of any representation or warranty other than the representations and warranties in the last sentence of Seller contained Section 1.1(b) and in Sections 4.014.4(a), 4.024.10 and 4.24(without regard to any materiality qualification but excluding any Individual Item), 4.04 covenant or 4.05 of this Agreement which survives the Closing, agreement (excluding Seller's obligation to pay Entity Level Taxes under Section 7.12(b) and (iiSeller's obligations under Section 6.7) any breach of any covenant of by Seller contained made in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoingor any document or instrument delivered pursuant hereto (including any Seller estoppel delivered under Section 6.3) or any Excluded Liabilities (excluding those described in Sections 1.3(f), (a) Seller shall not have any liability under clause g), (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause and (al), exceeds on a cumulative basis an amount equal and excluding any other Excluded Liability related to $50,000.00, Keegan's and then only to the extent of any such excess; (b) Seller shall Inwood). This Section 11.2 will include Pre-Closing Breacxxx xxxx are not have any liability under clause (i) of this Section 9.01 for any individual item (waived or series of related items) where the Loss relating thereto is less than $10,000.00 cured and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the survive Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madethis Agreement.

Indemnification by Seller. From and after the Closing, Seller shall indemnify Purchaser and Buyer, its Affiliates and each of their respective officers, directors, employees, employees and agents and representatives against and hold them harmless from any loss, liability, claimLiability, damage or expense (including reasonable legal fees and expenses) or Claims with respect thereto (“Losses”) suffered or incurred by any such indemnified party to the extent arising from (i) any breach of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement and the other agreements contemplated hereby which survives the Closing, and (ii) any breach of any covenant of Seller contained in this Agreement and the other agreements contemplated hereby requiring performance after the Closing DateDate and (iii) any Excluded Liability. Notwithstanding the forgoing, foregoing: (aA) Seller shall not have any liability under clause (i) above for breaches of this Section 9.01 representations and warranties unless the aggregate of all Losses relating thereto for which Seller would be liablewould, but for this clause (a)limitation, be liable exceeds on a cumulative basis an amount equal to four million five hundred thousand dollars ($50,000.00, 4,500,000) (and then only to the Seller shall be liable for the full extent of any such excessIndemnified Losses, including the aforementioned four million five hundred thousand dollars ($4,500,000)); (bB) Seller shall not have any liability under clause (i) of this Section 9.01 above for any individual item (or series of related items) where the Loss relating thereto to such item is less than $10,000.00 25,000, and such` such items resulting in an individual Loss of less than $25,000 shall not be aggregated for purposes of the foregoing clause (a) of first limitation in this Section 9.0111(a); (cC) Seller shall not have any Seller’s aggregate liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d11(a) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten twenty percent (1020%) of the Base Final Purchase Price; and (eD) Seller shall not have any Seller’s aggregate liability under this Section 9.01 11(a) shall in no event exceed the Final Purchase Price; provided that Claims for Losses arising from a breach of the representations and warranties set forth in the first sentence of Section 4(c) with respect to title to the extent Assets shall not be subject to the liability limitations set forth in clause (A) or obligation arises as a result (C) of (xthis Section 11(a) and Claims for Losses arising from any action taken or omitted Excluded Liability shall not be subject to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to the limitations set forth in this Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made11(a).

Indemnification by Seller. From and after the ClosingClosing Date, Seller shall indemnify Purchaser and its Affiliates hold harmless Buyer and the Company, each of their respective directors, officers, directorsemployees and agents, employeesand each of the heirs, agents executors, successors and representatives assigns of any of the foregoing (collectively, the "Buyer Indemnified Parties") from and against any and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or all Covered Liabilities incurred by or asserted against any such indemnified party to of the extent Buyer Indemnified Parties in connection with or arising from (i) any breach by Seller of any representation or warranty of Seller its covenants and agreements contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and herein; (ii) the Retained Liabilities or (iii) any breach by Seller of its representations and warranties contained herein (it being agreed that solely for purposes of establishing whether any covenant matter is indemnifiable pursuant to this clause (iii), with the exception of the representations and warranties set forth in Section 3.14 hereof, the accuracy of such representations and warranties shall be determined without giving effect to the qualifications to such representations and warranties, if any, concerning "materiality" or "Material Adverse Effect"); provided that (A) Seller contained shall be required to indemnify Buyer Indemnified Parties pursuant to this clause 10.3(iii) only to the extent that the aggregate Covered Liabilities indemnifiable pursuant to this clause 10.3(iii) exceeds $5.8 million in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoingaggregate (provided that no claim may be counted toward such $5.8 million unless it exceeds $270,000), (aB) Seller shall not have any liability under clause (i) of this Section 9.01 unless be required to indemnify the aggregate of all Losses for which Seller would be liable, but for Buyer Indemnified Parties pursuant to this clause (a), exceeds on a cumulative basis iii) in an aggregate amount equal to in excess of $50,000.00, 75 million and then only to the extent of (C) any such excess; (b) Seller shall not have any liability claim for indemnification under this clause (iiii) of this Section 9.01 for any individual item (or series of related items) where must be made during the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations applicable survival period set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of 10.1. Any payment made pursuant to this Section 9.01 10.3 shall in no event exceed ten percent (10%) of be treated by Seller and Buyer as an adjustment to the Base Initial Purchase Price; , and (e) Seller and Buyer agree, and Buyer agrees to cause the Company and the Subsidiaries, not to take any position inconsistent therewith for any purpose. If any of Seller's undertakings set forth in this Section 10.3 should be unenforceable, Seller shall not have any liability contribute the maximum amount that it is permitted under this Section 9.01 applicable law to the extent payment and satisfaction of all indemnifiable liabilities incurred by the liability or obligation arises as a result of (x) any action taken or omitted to Buyer Indemnified Parities. The parties acknowledge and agree that Seller's tax indemnification obligations shall be taken governed by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeArticle VII.

Indemnification by Seller. From (a) Subject to Sections 7.3(b) and 7.6, from and after the Closing, Seller shall indemnify Purchaser defend, indemnify, reimburse and its Affiliates and each of hold harmless Purchaser, the Acquired Companies, their respective Affiliates and, if applicable, their respective directors, officers, directors, employees, agents agents, representatives and representatives against and hold them harmless successors in interest (the “Purchaser Indemnified Parties” and, collectively with the Seller Indemnified Parties, the “Indemnified Parties”) from any lossLosses incurred or suffered by or asserted against any of the Purchaser Indemnified Parties, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party to the extent arising out of or resulting from (i) any breach of any representation or warranty of made by Seller contained in Sections 4.01Article III, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any breach of any covenant or agreement of Seller contained in this Agreement requiring performance after which, by its terms, is to be performed or complied with in whole or in part following the Closing, (iii) any liability for (w) Taxes of any Acquired Company for any taxable year or period (or portion thereof, determined in accordance with Section 5.4(c)(ii)) that ends on or before the Closing Date. Notwithstanding Date (other than Transfer Taxes, if any, to which the forgoing, (aprovisions of Section 5.4(a) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (aapply), exceeds on a cumulative basis an amount equal to $50,000.00, and then only except (A) to the extent of any a liability for such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where Taxes was taken into account in the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes calculation of the foregoing clause (a) of this Final Target Statutory Capital and the Final Purchase Price pursuant to Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; 2.3, and (eB) Seller shall not have any liability under this Section 9.01 for the avoidance of doubt, to the extent the liability such Taxes were already paid by Seller pursuant to Section 5.4(b)(i) or obligation arises as a result of Section 5.4(c)(i), (x) any action taken or omitted the Seller’s share of Transfer Taxes, if any, to be taken by Purchaser or any which the provisions of its Affiliates or Section 5.4(a) apply, (y) any breach Taxes resulting from the making of any Section 338(h)(10) Election or any of the actions described in Sections 5.6, 5.7, or 5.13 of this Agreement, and (z) any Taxes of any other Person imposed on any of the Acquired Companies by reason of Treasury Regulations Section 1.1502-6 (or any corresponding or similar provision of federal, state, local, or non-United States law), as a representation transferee or warranty that is covered successor, by a certificate delivered pursuant contract, or otherwise which Taxes relate to Section 3.02(aan event or transaction occurring before the Closing (iv) except to the extent Seller had knowledge that such representation or warranty was not true Retained Liabilities, (v) Retained Policies and correct in (vi) any and all material respects when madeitems set forth on Schedule 7.3(a) hereto.

Indemnification by Seller. From Subject to the other provisions of this ARTICLE 9, from and after the Closing, the Seller (the “Seller Indemnifying Party”) shall indemnify Purchaser Parent, Buyer and its each of their Affiliates and each of their respective officersRepresentatives, directorsand successors and assigns, employees, agents and representatives against as the case may be (the “Parent Indemnified Parties”) and hold each of them harmless from and against, and reimburse and pay each of them as actually incurred with respect to, any lossand all losses, liabilityliabilities, claimobligations, damage or expense (damages, deficiencies, actions, suits, proceedings, demands, assessments, judgments, penalties, diminutions in value, lost earnings, costs and expenses, including reasonable legal attorneys’ fees and expenses) costs of investigation (in each case other than punitive damages or damages determined as a multiple of income, revenue or the like, except and to the extent paid or payable as part of a Third Party Claim), suffered or paid by them (collectively, “Losses”) suffered or incurred by any such indemnified party as a result and to the extent arising from of: (i) any breach of any representations or warranties by the Company or Seller; provided, that notwithstanding anything in this Agreement to the contrary, for the purpose of determining whether a representation or warranty has been breached for purposes of Seller contained the obligations to indemnify set forth in Sections 4.01this ARTICLE 9, 4.02any qualification with respect to materiality, 4.04 Company Material Adverse Effect or 4.05 of this Agreement which survives the Closingother similar qualification shall be disregarded (except with respect to Section 3.4(a), Section 3.6, Section 3.7 Section 3.11(h), and Section 3.20) so long as the Losses arising out of or relating to such breach would exceed $50,000, (ii) any breach by the Company or the Seller of any covenant of Seller its covenants or agreements contained in this Agreement requiring performance after that are required to be performed prior to the Closing Date. Notwithstanding Date and (iii) any Tax for, attributable to or arising from any Tax period (or portion thereof) ending on or prior to the forgoingClosing Date (including any penalties and interest) as determined pursuant to Section 6.2, (a) Seller provided that Losses shall not have include any liability amount of Taxes payable as a result of the JV Sale unless the aggregate amount of all such Taxes payable as a result of the JV Sale exceeds $3,000,000 (it being understood that once this threshold has been exceeded, Losses shall only include such amounts payable as a result of the JV Sale in excess of $3,000,000) (“Parent Indemnifiable Claims”). The Parent Indemnified Parties shall not be entitled to indemnification under clause this ARTICLE 9 (iother than with respect to Parent Indemnifiable Claims under clauses (ii) of this Section 9.01 or (iii) above) unless the aggregate of all Losses for which Seller would be liable, but for of the Indemnifying Party’s obligations to indemnify the Parent Indemnified Parties pursuant to this clause ARTICLE 9 exceeds $5,386,500 (athe “Basket”), exceeds on a cumulative basis an amount equal to $50,000.00and once this threshold has been exceeded, and then the Indemnifying Party shall indemnify the Parent Indemnified Parties only for all such obligations in excess of the Basket, subject to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations limitations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made9.3 hereof.

Indemnification by Seller. From and after the Closing, Seller shall indemnify Purchaser and its Affiliates and each of their respective officers, directors, employees, agents and representatives against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“"Losses”") suffered or incurred by any such indemnified party to the extent arising from (i) any breach of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any breach of any covenant of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s 's obligations set forth in Section 3.01(a); (d) Seller’s 's liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) the value of the Base Purchase PriceSeller Common Stock on the Closing Date; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made.

Indemnification by Seller. (a) From and after the Closing, Seller shall will indemnify Purchaser and Acquiror, its Affiliates and each of their respective officers, directors, employees, agents officers and representatives against and hold them harmless from any loss, liability, claim, damage or expense directors (including reasonable legal fees and expenses) (the “LossesAcquiror Indemnified Parties”) against any Losses suffered or incurred by any such indemnified party to the extent arising from of them as a result of any (iv) any breach of any representation or warranty of Seller set forth in Article III (determined without regard to Section 3.8(c) in its entirety and without giving effect to any “Material Adverse Effect”, “material” or other materiality qualification, limitation or exception contained therein other than those in Sections 4.01Section 3.6, 4.02Section 3.7(b), 4.04 or 4.05 of this Agreement which survives the ClosingSection 3.11(a), and Section 3.14), (iiw) failure of any representation or warranty set forth in Article III to be true and correct as of and as though made on the Closing Date (other than any representation and warranty that is expressly made as of a specified date) (determined without regard to Section 3.8(c) in its entirety and without giving effect to any “Material Adverse Effect”, “material” or other materiality qualification, limitation or exception contained therein other than those in Section 3.6, Section 3.7(b), Section 3.11(a), and Section 3.14) (each such breach or failure under clause (v) or (w), a “Warranty Breach”), (x) breach of any covenant or agreement of Seller contained pursuant to this Agreement, (y) the ownership of Fuse Programming by the Company and the Subsidiary or any operations of Fuse Programming prior to the date of this Agreement, or (z) the Excluded Liabilities; provided, however, that notwithstanding anything in this Agreement requiring performance to the contrary no failure shall be deemed to have occurred pursuant to clause (w) above as a result of any of the following occurring after the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have any liability under clause (i) date of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds Agreement and on a cumulative basis an amount equal to $50,000.00, and then only or prior to the extent of Closing: (A) any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (actual or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a potential failure to be satisfied of extend or renew, or otherwise to enter into any Contract in replacement of, the condition to Purchaser’s obligations Contract set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%1.1(i) of the Base Purchase Price; and Seller Disclosure Schedule or any notice or other development relating to any such extension or renewal of such Contract (eor the failure thereof) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (xB) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (ythe actions specified in Section 5.2(a)(i) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeDisclosure Schedule.

Indemnification by Seller. From (a) Subject to Sections 7.3(b) and after the Closing7.6, Seller shall indemnify the Purchaser Parties, the Acquired Companies and its Affiliates and each of their respective officersAffiliates (the “Purchaser Indemnified Parties” and, directorscollectively with the Seller Indemnified Parties, employees, agents and representatives against and hold them harmless the “Indemnified Parties”) from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or Losses incurred by or asserted against any such indemnified party of the Purchaser Indemnified Parties, to the extent arising resulting from (i) any breach of any representation or warranty of made by Seller contained in Article III or the certificate delivered pursuant to Section 6.2(a) (disregarding for this purpose all references to “material,” “materiality” or “Company Material Adverse Effect,” other than any such references in (x) clauses (B) and (C) of Sections 4.013.7(a) and (b), 4.02(y) Sections 3.7(d), 4.04 or 4.05 of this Agreement which survives the Closing3.7(e), 3.8, 3.10(e), 3.12(d) and 3.20(c)(iii), and (z) any representation or warranty made by Seller contained in Article III to the effect that it contains a list of specified items or that a corresponding section of the Seller Disclosure Schedule sets forth a list of specified items), (ii) any breach of any covenant or agreement of Seller contained in this Agreement requiring performance after (other than Section 5.4), (iii) any liability for Taxes of either Acquired Company for any taxable year or period (or portion thereof) that ends on or before the Closing Date (other than Transfer Taxes, if any, arising out of or in connection with the transactions contemplated by this Agreement or the Ancillary Agreements), (iv) any liability for Taxes, for any taxable year that begins on or before the Closing Date. Notwithstanding , of any consolidated, affiliated, combined, unitary, or similar group for Tax purposes of which either Acquired Company was a member on or prior to the forgoingClosing Date pursuant to Treasury Regulations Section 1.1502-6 or any comparable provision of state, local, or foreign income Tax law, (av) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liableis liable pursuant to Section 5.4(a) for Transfer Taxes arising out of or in connection with the transactions contemplated by this Agreement or the Ancillary Agreements, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (yvi) any breach of a representation any covenant or warranty that is covered by a certificate delivered agreement of Seller contained in Section 5.4, and (vii) any liability for Taxes with respect to the “Separate Account Assets” (as defined in the Variable Universal Life Business Coinsurance and Modified Coinsurance Agreement and the Variable Annuity Business Coinsurance and Modified Coinsurance Agreement) in connection with any position taken pursuant to Section 3.02(a5.4(i)(iii), net of (A) except to the extent Seller had knowledge any Tax benefit realized that such representation would not have otherwise been realized or warranty was (B) any reduction in liability for Taxes that would not true and correct in all material respects when madehave otherwise been realized.

Indemnification by Seller. From Subject to the terms and after the Closingconditions of this Article X, Seller Sellers, jointly and severally, shall indemnify Purchaser and its Affiliates defend Buyer and each of their respective its Affiliates, officers, directors, employeesemployees and agents against, agents and representatives against and hold them harmless from from, any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) Loss suffered or incurred by any such indemnified party Indemnified Person to the extent arising from (ia) if the Closing occurs, any breach of any representation or warranty of Seller Sellers contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement or any of the other Transaction Documents which survives the ClosingClosing or in any certificate, and instrument or other document delivered pursuant hereto or thereto, (iib) any nonperformance or breach of any covenant of Seller Sellers contained in this Agreement requiring performance after or any of the other Transaction Documents, (c) if the Closing Date. Notwithstanding occurs, the forgoingexistence of, or the failure of Sellers to pay, perform and discharge when due, any of the Excluded Liabilities (aincluding, without limitation, any Losses as a result of the failure of Sellers to comply with any Bulk Sales Laws referred to in Section 7.2) Seller shall not have or (d) if the Closing occurs, those product liability claims relating to a product that was sold by any liability under clause of the Sellers to any third party prior to the Closing Date (“Product Liability Claim”) which individually results in actual Losses (the amount of such Losses for each such Product Liability Claim, the “Shared Cost Product Liability Amount”) (excluding, for the purposes of this Section 10.1(d), any Losses related to out-of-pocket expenses, reasonable attorneys’, experts’ and accountants’ fees and other disbursements and costs of investigation or defense) in excess of Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Shared Cost Product Liability Threshold Amount”); provided, however, that (i) of this Sellers shall have no liability under Section 9.01 10.1(a) unless the aggregate of all Losses relating thereto for which Seller would be liablewould, but for this clause proviso, be liable exceeds Five Hundred Thousand Dollars (a$500,000) (and then from the first dollar such liability), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (bii) Seller shall not have any Sellers’ aggregate liability under clause (iSection 10.1(a) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent Twelve Million Dollars (10%$12,000,000) and (iii) Sellers shall only be liable under Section 10.1(d) for, and shall make payments to Buyer with respect to (A) half of the first Eight Million Dollars ($8,000,000) of the Base Purchase Price; any individual Shared Cost Product Liability Amount and (eB) Seller all amounts in excess of the first Eight Million Dollars ($8,000,000) of any individual Shared Cost Product Liability Amount, which such amounts for the purposes of this clause (iii) shall include out-of-pocket expenses, reasonable attorneys’, experts’ and accountants’ fees and other disbursements and costs of investigation or defense. Notwithstanding anything to the contrary in this Agreement, Sellers shall not have be liable for any liability under this Section 9.01 Taxes related to the extent the liability or obligation arises Acquired Properties as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any the breach of a any representation or warranty that is covered by a certificate delivered pursuant to contained in Section 3.02(a) except 4.5 to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeTaxes are for any period after the Closing Date.

Indemnification by Seller. From and after the Closing, Seller shall defend, indemnify Purchaser and hold Buyer and its Affiliates and each of their respective officers, directors, shareholders, partners, employees, agents representatives, agents, attorneys, licensees, Affiliates and representatives against and hold them assigns (the "INDEMNIFIED BUYERS") harmless from and against any lossand all claims, liabilitydemands, claimactions or causes of action, damage or expense assessments, judgments, awards, fines, sanctions, charges, damages, liabilities, losses, costs, interest, penalties, amounts paid in settlement and expenses (including including, without limitation, reasonable legal attorneys' fees and expenses) (“Losses”"LOSSES") which may be incurred or suffered by the Indemnified Buyers or incurred by any such indemnified party of them, arising out of or relating to the extent arising from (ia) any breach of any representation or warranty made by Seller in this Agreement, other than Section 4.6(b)(ii); (b) any material failure on the part of Seller contained to perform any covenant or agreement in Sections 4.01this Agreement (or any failure to make any payment in accordance with any express payment obligation set forth herein); (c) any Retained Liabilities or (d) the failure of Seller to convey to Buyer at least 10% of the rights contemplated by the Availabilities Schedule; PROVIDED, 4.02that the indemnification contemplated by this Section 9.1(d) shall not apply, 4.04 or 4.05 and Seller shall have no Liability in respect of this Agreement which survives Section 9.1(d), if Seller conveys more than 10% of the Closingrights contemplated to be conveyed by the Availabilities Schedule (each, and a "SELLER'S INDEMNIFICATION CLAIM"). Save (i) in the case of fraud (including, without limitation, fraudulent concealment); (ii) in respect of the representations and warranties set forth in Sections 4.1 and 4.2 and (iii) in respect of the indemnity set forth in Section 6.14(e), in no event will Seller have any breach of liability with respect to any covenant of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, indemnification pursuant to (a) Seller shall not have above where the Losses relating to any liability under clause individual item (ior group of related items) is less than $25,000 (subject to the last sentence of this Section 9.01 unless 9.1) and until the aggregate total dollar amount of all Losses for which Seller such indemnification obligations that would otherwise be liable, but for this indemnifiable pursuant to such clause (a), exceeds on a cumulative basis an amount equal when aggregated with all indemnification obligations indemnifiable by Crown Media Intermediary, LLC pursuant to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.018.1 of the Purchase and Sale Agreement, shall exceed $750,000, in which event Seller will be liable from dollar one for the whole amount and not only the excess; PROVIDED that (c) Seller shall not have any liability under clause save in the case clauses (i) and (ii) above) in no event shall Seller's aggregate liability in respect of this clause (a) hereof, together with CM Intermediary, LLC's aggregate liability in respect of clause (a) of Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time 8.1 of the Closing Purchase and such breach would have given rise Sale Agreement, in the aggregate exceed $70,000,000. In determining whether the $25,000 requirement set forth above is satisfied with respect to a failure to be satisfied breaches of the condition to Purchaser’s obligations representations and warranties set forth in Section 3.01(a4.11, all Losses under $25,000 related to a single Film in any territory may be aggregated, and where the aggregate of all such Losses relating to a single Film is under $25,000 ("SECONDARY FILM LOSSES"); (d) Seller’s liability under clause (i) , such Secondary Film Losses may be aggregated with Secondary Film Losses in respect of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 other Films to the extent such losses are within the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madesame territory.

Indemnification by Seller. From Subject to the limitations set forth in Section VIII.4 (Limitations of Liability), Section VIII.5 (Indemnification in Case of Certain Liability), Section IX.3 (Seller’s Tax Indemnification), Section X.1 (Survival), Section X.2 (No Other Representations) and after ARTICLE XII (Limited Remedies and Damages), if the ClosingClosing occurs, Seller shall agrees to indemnify and hold Purchaser and its Affiliates and each of their respective officersRelated Persons (each, directorsa “Purchaser Indemnified Party”), employees, agents and representatives against and hold them harmless from and against (and to reimburse each Purchaser Indemnified Party as the same are incurred for) any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or all Losses incurred by any such indemnified party to the extent arising Purchaser Indemnified Party resulting from (i) any breach of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any breach of any covenant of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for following: any breach of a representation or warranty if Purchaser had knowledge of such made by Seller in this Agreement; the breach at by Seller of, or default in the time of the Closing and such breach would have given rise to a failure performance by Seller of, any covenant, agreement or obligation to be satisfied of performed by Seller pursuant to this Agreement or any Ancillary Agreement to which it is a party; any fraud or willful misconduct by Seller in connection with this Agreement or the condition Ancillary Agreements or the transactions contemplated hereby or thereby; the Excluded Assets or the Excluded Liabilities; provided, that any Purchaser Indemnified Party shall have the right, at such party’s sole discretion, to Purchaser’s obligations set forth in elect to pursue recovery for any such Losses under either Section 3.01(aVIII.1.1 (with respect to Section III.18 (Environmental Matters)) or this Section VIII.1.4 (with respect to Section II.1.4(a) (Excluded Liabilities)); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase PriceConstruction Costs; and (e) Seller shall not have any liability under this Section 9.01 to or the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeAccommodation Payments.

Indemnification by Seller. From and after the ClosingClosing Date, Seller shall indemnify Purchaser the Purchaser, the Company, the Company’s Subsidiaries and its Affiliates and each of their respective officersAffiliates (each a “Tax Indemnified Purchaser Party” and collectively, directors, employees, agents and representatives the “Tax Indemnified Purchaser Parties”) against and hold them harmless from any lossand all liabilities, liabilitylosses, claimdamages, damage or expense claims, costs, expenses, interest, awards, judgments and penalties (including including, without limitation, reasonable legal fees for both in-house and expenses) (“Losses”outside counsel, accountants and other outside consultants) suffered or incurred by any such indemnified party to (each a “Tax Loss” and collectively, the extent “Tax Losses”) arising from out of (i) any breach Taxes of any representation the Company or warranty of Seller contained in Sections 4.01, 4.02, 4.04 its Subsidiaries for periods or 4.05 of this Agreement which survives portions thereof ending on or before the Closing, and Closing Date (“Pre-Closing Taxes”); (ii) any breach Taxes of any covenant member of Seller contained in this Agreement requiring performance after an affiliated, consolidated, combined or unitary group of which the Company or any of its Subsidiaries is or was a member on or prior to the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have any Date by reason of liability under clause Treasury Regulation §1.1502-6, Treasury Regulation §1.1502-78 or comparable provision of foreign, state or local law; (iiii) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liablewithout duplication, but for this clause (a), exceeds Taxes imposed on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Tax Indemnified Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises Party as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any a breach of a representation or warranty set forth in Section 3.8 of this Agreement or (y) a breach of a covenant or agreement set forth in Section 6.10 of this Agreement; provided, that is covered for purposes of this Section 10.2(a)(iii) only, any breach of a representation, warranty, covenant or agreement shall be determined without reference to any materiality qualifier with respect thereto; (iv) Taxes arising out of any transactions contemplated by this Agreement or ; (v) Taxes or other payments required to be paid after the date hereof by the Company or any of its Subsidiaries to any party under any Tax Sharing Agreement (whether written or not) or by reason of being a certificate delivered pursuant to Section 3.02(a) except successor-in-interest or transferee of another entity; provided, however, that the Seller shall be liable only to the extent Seller had knowledge that such representation or warranty was not true Taxes are in excess of the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and correct in all material respects when madeTax income) on the face of the Financial Statements.

Indemnification by Seller. From and after Subject to the Closinglimits set forth in this Section 8.1, Seller shall indemnify Purchaser agrees to indemnify, defend and hold Purchaser, its Affiliates and each of their respective officers, directors, employees, agents and representatives against and hold them affiliates, harmless from and in respect of any lossand all losses, liabilitydamages, claimcosts and reasonable expenses (including, damage or expense without limitation, reasonable expenses of counsel), in each individual case that exceeds $25,000 (including reasonable legal fees and expensescollectively, "Losses") for the full amount of such Losses (“Losses”) suffered or incurred by any such indemnified party subject to the extent limitations set forth be low), that they may incur arising from out of or due to (i) any breach inaccuracy of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any breach of any covenant warranty of Seller contained in this Agreement requiring performance or the Disclosure Schedule, (ii) the breach after the Closing Date by Seller of any license agreement with a third party to which both Seller and the Company remain parties after the Closing Date. Notwithstanding the forgoing, (aiii) any claims in respect of any physical injury or distress to any person or physical damage to any property alleged to have occurred prior to the Closing Date by reason of any alleged defect in any product sold by the Company which claim is based upon the doctrine of strict liability in tort or negligence or similar common law tort theory, (iv) the Retained Benefits, (v) the breach of any covenant or agreement of Seller contained in this Agreement, (vi) the Retained Liabilities, (vii) the Retained Obligations to Employees and (viii) the Seller Severance Obligations. Anything to the contrary contained herein notwithstanding, none of Purchaser or its officers, directors, agents or affiliates shall not have be entitled to recover from Seller for any liability under clause (i) claims for indemnity or damages with respect to any inaccuracy or breach of any representations or warranties unless and until the total of all such claims in respect of Losses pursuant to this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), 8.1(a)(i) exceeds on a cumulative basis an amount equal to $50,000.00, 250,000 and then only for 50% of the amount by which such claims exceed $250,000 but do not exceed $750,000 and then for 100% of the amount by which such claims exceed $750,000; provided, however, that none of Purchaser or its officers, directors, agents or affiliates shall be entitled to recover from Seller more than $30 million in the extent of any such excess; aggregate (bthe "Cap Amount") Seller shall not have any liability under clause (i) of pursuant to this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a8.1(a)(i); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made.

Indemnification by Seller. (a) From and after the Closing, Seller shall indemnify Purchaser and its Affiliates and each of their respective officersindemnify, directors, employees, agents and representatives against defend and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party to the extent arising from (i) any breach of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the ClosingAcquiror Indemnified Persons against, and (ii) reimburse any breach of any covenant of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoingAcquiror Indemnified Person for, (a) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of without duplication, all Losses for which Seller would be liablethat such Acquiror Indemnified Person may suffer or incur, but for this clause (a)or become subject to, exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (xi) any action taken Taxes imposed on the Company for taxable periods ending on or omitted before the Closing Date or allocable to be taken by Purchaser the portion of a Straddle Period ending on the Closing Date (“Pre-Closing Periods”), (ii) Taxes imposed on Seller or any of its Affiliates (other than the Company), (iii) Taxes imposed on the Company under U.S. Treasury Regulation Section 1.1502-6 (or under any similar provision of Law) by reason of the Company having been a member of a consolidated, combined, unitary, affiliated or other Tax group at any time prior to the Closing Date, (iv) Tax liabilities incurred in the Restructuring Transactions, (v) the portion of any Transfer Tax for which Seller is responsible pursuant to Section 8, or (yvi) any breach failure of any representation and warranty made by Seller in Section 1 to be true and correct, in each case, as of and as if made on, the Closing Date; provided that, except for the representations and warranties contained in Sections 1(d), (g), (m), (n), (o) and (p), a failure of any other representation or warranty that is covered made by Seller in Section 1 shall not give rise to any indemnification obligation for any Taxes attributable to a certificate delivered pursuant Post-Closing Period. For the avoidance of doubt, the indemnification in this Section 2 shall not be subject to any limitations on indemnity provided for in Section 3.02(a8.01(b) except of the SAPA and shall be subject to the extent Seller had knowledge that such representation or warranty was not true provisions of Sections 8.05, 8.06 and correct in all material respects when made8.07 of the SAPA.

Indemnification by Seller. From Subject to all of the terms and after the Closingconditions of this Article X, Seller shall indemnify Purchaser and its Affiliates and each of their respective officers, directors, employees, agents and representatives against and hold them harmless each Indemnified Buyer Affiliate from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) Losses suffered or incurred by any such indemnified party Indemnified Buyer Affiliate ("Buyer Losses"), to the extent arising from any Buyer Losses arise from: (ia) if the Closing occurs, any breach of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closingor in any certificate, and instrument or other document delivered pursuant hereto, (iib) any breach of any covenant (including, for avoidance of doubt, the covenants in Section 5.4) of Seller contained in this Agreement requiring performance after the Closing DateDate or (c) any Excluded Liability; provided, however, that Seller shall not have any obligation to indemnify any Indemnified Buyer Affiliate from and against any remediation or abatement Liability arising as a result of the presence of asbestos in or upon any of the improvements located on any Company Property. Notwithstanding the forgoing, (a) Seller shall not have any liability under clause (i10.1(a) above, excluding any Liability resulting from a breach of this the representation in the second sentence of Section 9.01 3.2(a), which shall be without limitation, unless the aggregate of all Losses for which Seller would be liablewould, but for this clause (a)proviso, be liable pursuant to Section 10.1(a) and the analogous provisions under the Other Agreements, exceeds One Million Dollars ($1,000,000) on a cumulative basis an amount equal to $50,000.00, (and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where ). Notwithstanding the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes foregoing, in the event Buyer establishes in respect of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation and warranty that the facts or warranty if Purchaser had knowledge of circumstances constituting such breach at were Known to MagneTek, the time foregoing minimum amount limitation and the maximum amount limitation set forth below will not be applicable to Seller's indemnification obligation with respect to the Losses resulting from such breach. Seller's aggregate liability under Section 10.1(a) of this Agreement, together with the analogous provisions of the Closing and such Other Agreements, but excluding any Liabilities resulting from a breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth representations in Section 3.01(a); (d) Seller’s liability under clause (i) the second sentence of this Section 9.01 3.2(a) or (ii) Section 3.21, which shall be without limitation, shall in no event exceed ten percent 25% of the Purchase Price (10%as adjusted), provided that only the first Five Million Dollars ($5,000,000) of Losses resulting from a breach by Seller of the Base Purchase Price; representation and warranty in Section 3.21 (eAbsence of Certain Liabilities) Seller shall not have any liability under will be included in determining whether this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeamount has been exceeded.

Indemnification by Seller. From (a) Subject to the provisions of this ‎Article ‎X and except with respect to Closing Payment Adjustments (which shall be governed exclusively by Article ‎II) and indemnification for Taxes (which shall be governed exclusively by ‎Article ‎VII), effective as of and after the Closing, Seller shall indemnify and hold harmless Purchaser and its Affiliates Affiliates, and each of their respective directors, officers, directors, employees, agents and representatives (collectively, the “Purchaser Indemnified Parties”), from and against any and hold them harmless from any loss, liability, claim, damage all Losses incurred or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party to of the extent Purchaser Indemnified Parties arising from out of or related to: (i) any breach of any representation or warranty Seller Fundamental Representation, at and as of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 the Closing as though made at and as of this Agreement which survives the Closing, or any breach of the representation and warranty made in Section ‎3.16; (ii) any breach of any covenant or agreement of Seller contained in this Agreement requiring performance to be performed prior to the Closing; and (iii) any breach of any covenant or agreement of Seller contained in this Agreement to be performed, in whole or in part, after the Closing DateClosing. (b) Notwithstanding any other provision to the forgoing, contrary (aexcept with respect to indemnification for Taxes (which shall be governed exclusively by ‎Article ‎VII)): (i) Seller shall not have be required to indemnify or hold harmless any liability under clause (i) of this Purchaser Indemnified Party against, or reimburse any Purchaser Indemnified Party for, any Losses pursuant to Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a‎10.2(a)(ii), exceeds on a cumulative basis an amount equal to $50,000.00, and then only solely to the extent such Losses arise out of any such excess; or relate to a breach of Section ‎5.1, until the aggregate amount of the Purchaser Indemnified Parties’ Losses under Section ‎10.2(a)(ii) exceeds $20,000,000 (b) the “Threshold”), after which Seller shall not have any liability be obligated for the Purchaser Indemnified Parties’ Losses under clause (iSection ‎10.2(a)(ii) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge full amount of such breach at Losses, from the time first dollar thereof and without regard to the Threshold; and (ii) the cumulative indemnification obligations of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Seller under Section 3.01(a); (d‎10.2(a) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent exceed, in aggregate, the Purchase Price (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made.“Cap”). 10.3

Indemnification by Seller. From (a) Subject to Section 6.1 and after the Closingthis Section 6.2, Seller shall and PRG hereby indemnify Purchaser and its Affiliates and each of their respective officers, directors, employees, agents and representatives against agree to promptly defend and hold them harmless Purchaser from and against any lossand all costs, liabilityexpenses (including, claimwithout limitation, damage or expense (including reasonable legal attorneys’ fees and expenses) court costs), judgments, penalties, fines, damages, losses and liabilities (collectively, “Losses”) suffered or incurred by any such indemnified party to the extent it resulting from or arising from out of: (i) any breach of any representation or warranty of made by Seller contained or PRG in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, Agreement; and (ii) any breach of any covenant or agreement of Seller or PRG contained in this Agreement requiring performance after Agreement. (b) Notwithstanding anything else contained herein to the Closing Date. Notwithstanding contrary, the forgoing, (aaggregate liability of Seller and PRG pursuant to Section 6.2(a) Seller shall not exceed an amount equal to seventy-five percent (75%) of the Total Purchase Price actually paid by Purchaser. (c) Notwithstanding anything else contained herein to the contrary, neither Seller nor PRG shall have any liability under clause (ito Purchaser pursuant to Section 6.2(a) of this Section 9.01 unless and until the aggregate amount of all Losses for which Seller would Purchaser is entitled to indemnification thereunder exceeds EUR350,000, in which event Purchaser shall be liable, but for this clause entitled to recover all of such Losses and not just the excess thereof (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only subject to the extent other provisions of any such excessthis Agreement); (b) Seller provided, however, that the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.4, 3.5 and 3.7 shall not have any liability under clause (i) be subject to the limitations of this Section 9.01 for any individual item 6.2(c). (or series of related itemsd) where Notwithstanding anything else contained herein to the Loss relating thereto is less than $10,000.00 and such` items contrary, Purchaser shall not be aggregated entitled to make any claim for purposes of Losses pursuant to Section 6.2(a) (or to apply any such claim against the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations amount set forth in Section 3.01(a6.2(c)) unless the amount of such claim exceeds EUR35,000); provided, however, the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.4, 3.5 and 3.7 shall not be subject to the limitations of this Section 6.2(d). Where a series of claims relate to or arise from the same event or matter, such claims shall be treated as a single claim for purposes of this Section 6.2(d). (e) Notwithstanding anything else contained herein to the contrary, the amount of any Losses recoverable by Purchaser pursuant to Section 6.2(a) shall be net of: (i) any insurance proceeds and recoveries from third parties actually received by (or otherwise in the ordinary course of business available to) Purchaser with respect to the underlying claims therefor; and (ii) any net Tax savings actually realized by (or otherwise in the ordinary course of business available to) Purchaser with respect to the underlying claims therefor. (f) Subject to the other provisions of this Section 6.2, in the event Purchaser delivers a claim for indemnification pursuant to this Article 6 (a “Claim”) to Seller in writing and a payment required by Sections 1.2(b), (c) or (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that becomes due before such Claim is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made.resolved

Indemnification by Seller. From Seller and after the ClosingSxxxx shall, Seller shall jointly and severally, defend, indemnify Purchaser and hold harmless Buyer and its Affiliates subsidiaries and each of affiliates, and their respective directors, officers, directors, employees, agents and representatives stockholders, from and against and hold them harmless from any lossdamage, liability, claimloss, damage or judgment, fine, penalty, cost and expense suffered by Buyer (including reasonable legal fees and expensesattorneys’ fees) (collectively, “Losses”) suffered arising out of or incurred by resulting from, directly or indirectly, any such indemnified party to the extent arising from (ia) any breach of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives or any of the Closingother Sale Documents, and (iib) any breach of any covenant of Seller contained or Sxxxx in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have or any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause other Sale Documents (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at including, without limitation, the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations covenants set forth in Section 3.01(a8.2 and 8.8 hereof); , and (dc) Seller’s liability failure by Seller to perform or discharge any of the Excluded Liabilities. Neither Seller nor Sxxxx shall have any obligation to defend, indemnify and hold Buyer and any such person harmless under clause clauses (ia) and (b) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) 7.1 with respect to any matter for which notice has not been given to Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a7.3 on or before the second (2nd) except anniversary of the Closing Date (the “Survival Date”); provided, however, that with respect to the extent Seller had knowledge obligations under Section 7.1 relating to Seller’s representations and warranties set forth in Sections 3.7 (Title and Location of Purchased Assets), 3.18 (Taxes) and 3.19 (Environmental Matters), the Survival Date shall, in the case of each such Section, be extended until the expiration of all statutes of limitations applicable to the subject matter of the representations and warranties set forth in that such representation Section. Indemnification pursuant to clause (c) of Section 7.1 is not subject to any Survival Date or warranty was not true and correct in all material respects when madeother limitation.

Indemnification by Seller. From Subject to the provisions of Section 14.4, from and after the Closing, Seller (for all purposes hereof, jointly and severally) shall indemnify Purchaser and hold harmless Buyer, Buyer’s Affiliates, each of Buyer’s and its Affiliates Affiliates’ respective past, present and future, directors, officers, employees, consultants, agents and other representatives (including legal counsel, accountants and financial advisors), and each of their respective the directors, officers, directorsheirs, employeesexecutors, agents successors and representatives against and hold them harmless from assigns of any lossof the foregoing (collectively, liability, claim, damage or expense (including reasonable legal fees and expenses) (the “LossesBuyer Indemnified Persons”) suffered or incurred by from and against any such indemnified party to the extent arising from and all (i) Excluded Liabilities incurred by or asserted against any of the Buyer Indemnified Persons, INCLUDING, WITHOUT LIMITATION, ANY EXCLUDED LIABILITY BASED ON NEGLIGENCE, GROSS NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE BUYER INDEMNIFIED PERSONS OR ON ANY OTHER THEORY OF LIABILITY, WHETHER IN LAW (WHETHER COMMON OR STATUTORY) OR EQUITY and (ii) subject to the limitations of Section 12.5 and Article XIII and to the last sentence of this Section 14.2, any Covered Liability resulting from any breach or nonfulfillment of any representation, warranty, covenant or agreement on the part of Seller which is expressly set forth in this Agreement. Notwithstanding anything to the contrary in this Section 14.2, in no event shall any amounts be recovered from Seller for any Covered Liability resulting from any breach or nonfulfillment of any representation or warranty (other than the representations and warranties set forth in Sections 4.1(b), (c), (h) and (l)) on the part of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any breach of any covenant of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have any liability under clause (i) of this Section 9.01 unless until the aggregate amount of all Losses Covered Liabilities for which Seller would be liable, (but for this clause (a)sentence) be obligated to indemnify the Buyer Indemnified Persons under this Section 14.2 exceeds $7,900,000, exceeds on a cumulative basis an amount equal in which event Seller will be obligated, subject to $50,000.00the other provisions of this Article XIV, to indemnify the Buyer Indemnified Persons to the extent and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than Covered Liabilities exceed $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made7,900,000.

Indemnification by Seller. From and after Subject to the Closingother provisions of this Article 9, Seller shall indemnify hereby agrees to Indemnify Purchaser against any loss or liability in an aggregate amount not to exceed the Purchase Price (such limitation not to apply to claims for indemnification under (ii) below based upon an obligation which is a pre-Closing obligation of the Seller to a third party not assumed by Purchaser hereunder), whether or not in respect of third party claims, paid by Purchaser to any party other than any Affiliate of Purchaser, insofar as such losses or liabilities exceed $50,000 in the aggregate (such limitation not to apply to claims for indemnification under (ii) below based upon an obligation which is a pre-closing obligation of the Seller to a third party not assumed by Purchaser hereunder) and its Affiliates and each arise out of their respective officers, directors, employees, agents and representatives against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party to the extent arising from are based upon (i) any breach of any inaccurate representation or warranty of Seller contained in Sections 4.01warranty, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any a breach of any covenant or agreement of Seller contained in this Agreement requiring performance after Agreement, (ii) any liabilities or obligations with respect to the possession or use of the Assets or the operations of the Business or the Employees of the Business prior to the Closing Date. Notwithstanding the forgoingnot specifically assumed by Purchaser hereunder, or (aiii) Seller shall not have any pre- Closing liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes obligation of the foregoing clause (a) of this Section 9.01; (c) Seller shall Netherlands Subsidiary not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at reflected on the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 Netherlands Subsidiary September 30, 1996 Balance Sheet except to the extent the assets, the acquisition of which gave rise to such liability, were not reflected on such September 30, 1996 Balance Sheet or if such liability or obligation arises was paid prior to the Closing or is included as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to current liability in calculating the extent Seller had knowledge that such representation or warranty was not true and correct Netherlands Working Capital in all material respects when madethe Preliminary Closing Date Statements.

Indemnification by Seller. From (a) Seller agrees, subject to the other terms and after the Closingconditions of this Agreement, Seller shall to indemnify Purchaser and its Affiliates and each of their respective Affiliates, officers, directors, employees, agents agents, successors and representatives assigns (each a "Purchaser Indemnified Party") against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or all Losses actually incurred by any such indemnified party to the extent them arising from out of (i) any the breach of any representation or warranty of Seller contained herein other than a breach of Section 3.19(b) and other than any breach of the representation and warranty set forth in Sections 4.01Section 3.13(c)(iv) to the extent such breach relates to matters involving the subject patents of the Excluded IP Claims, 4.02(ii) the breach of any covenant or agreement of Seller herein (other than Section 3.17 and Article VII, 4.04 it being understood that the sole remedy for breach of such representations, warranties, covenants and agreements shall be pursuant to Article VII), (iii) the litigation referenced on Section 3.09 of the Disclosure Schedule other than the Excluded IP Claims, (iv) the tax lien described in Section 5.14 above and any obligation underlying such tax lien, (v) any claim made pursuant to Seller's and ITI's obligations to provide employee benefits pursuant to Section 6.08 of the Agreement and Plan of Merger among Sulzer Medica USA Holding Co., Elver Acquisition Corporation, and Intratherapeutics, Inc., dated as of January 5, 2001, (vi) any claim made against ITI, or 4.05 for which ITI may have liability, under the Sulzer Orthopedics Settlement Arrangement or relating to the release of ITI from the Sulzer Orthopedics Settlement Arrangement and/or the facts and circumstances relating thereto, (vii) any infringement, or alleged infringement, by ITI or for which ITI could have liability that occurred, or is alleged to have occurred, at any time prior to Closing, of any Intellectual Property of any Third Party for which Seller has Knowledge, other than (x) the matter described as Items 1, 2, 3 and 4 on Section 3.07 of the Disclosure Schedule (relating to the Cordis Patent) and (y) the matter described as Item 7 on Section 3.07 of the Disclosure Schedule (relating to the Jervis Patent) (the matters referenced in clauses (x) and (y) the "Excluded IP Claims"), (viii) any Action against ITI, or for which ITI may have liability, which is first asserted, or threatened to be asserted, after the date of this Agreement which survives and prior to the Closing, other than Actions relating to the Excluded IP Claims and (iiix) any breach of any covenant of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, representations and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations warranties set forth in Section 3.01(a3.19(b); (d) Seller’s liability under clause (i) of . Notwithstanding anything in this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 Article IX to the extent the liability or obligation arises as a result of contrary, (xA) no claim may be asserted nor may any action taken be commenced against Seller pursuant to Section 9.03(a)(i) unless written notice of such claim or omitted action is received by Seller describing in reasonable detail the facts and circumstances with respect to be taken by Purchaser the subject matter of such claim or any of its Affiliates action on or (y) any breach of a prior to the date on which the representation or warranty that on which such claim or action is covered by a certificate delivered based ceases to survive as set forth in Section 9.01 and (B) no claim may be asserted nor may any action be commenced against Seller pursuant to Section 3.02(a9.03(a)(vii) except unless written notice of such claim or action is received by Seller describing in reasonable detail the facts and circumstances with respect to the extent Seller had knowledge subject matter of such claim or action on or prior to the date that such representation or warranty was not true and correct in all material respects when madeis three (3) years from the Closing Date.

Indemnification by Seller. (a) From and after the ClosingClosing Date, subject to the other provisions of this Article VII, Seller shall agrees to indemnify Purchaser Buyer and its Affiliates and each of their respective officers, directors, employeesemployees and Affiliates (collectively, agents the “Indemnified Buyer Entities”) and representatives against and to hold each of them harmless from and against, any lossand all Damages suffered, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered paid or incurred by any such indemnified party to the extent arising from Indemnified Buyer Entity and (i) caused by, resulting from or arising out of any breach of any representation or warranty of the representations and warranties made by Seller contained to Buyer as of the Closing Date as though made on and as of such date or, in Sections 4.01the case of representations and warranties made as of a specified date earlier than the Closing Date, 4.02, 4.04 or 4.05 on and as of this Agreement which survives the Closing, and such earlier date; (ii) caused by, resulting from or arising out of any breach by Seller of any covenant of Seller its covenants or agreements contained in this Agreement requiring performance after Agreement; or (iii) caused by, resulting from or arising out of the Closing DateRetained Liabilities. (b) Notwithstanding anything to the forgoingcontrary contained in this Section 7.2, (a) Seller the Indemnified Buyer Entities shall not have be entitled to indemnification with respect to any liability under clause claim for indemnification pursuant to Section 7.2(a)(i): (i) only if the amount of this Section 9.01 unless Damages with respect to such claim (aggregating all Damages with respect to claims arising from substantially identical facts) exceeds the aggregate amount of all Losses for which Seller would be liable, but for this clause $100,000 (a), exceeds on a cumulative basis an amount any claim involving Damages equal to $50,000.00or less than such amount being referred to as a “De Minimis Claim”); (ii) only if, and then only to the extent that, the aggregate Damages to all Indemnified Buyer Entities, with respect to all claims for indemnification pursuant to Section 7.2(a)(i) (other than all De Minimis Claims), exceed the amount of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten one percent (101%) of the Base Purchase PricePrice (the “Deductible”), whereupon (subject to the provisions of clause (iii) below) Seller shall be obligated to pay in full all such amounts but only to the extent such aggregate Damages are in excess of one half percent (0.5%) of the Base Purchase Price and other than in respect to any De Minimis Claim; and (eiii) only with respect to claims for indemnification under Section 7.2(a)(i) made on or before the expiration of the survival period pursuant to Section 7.1 for the applicable representation or warranty. (c) Notwithstanding anything to the contrary contained in this Section 7.2, in no event shall the Indemnified Buyer Entities be entitled to aggregate Damages pursuant to Section 7.2(a)(i) in excess of the amount of twenty percent (20%)of the Base Purchase Price (the “Cap”). Notwithstanding anything in this Section 7.2 to the contrary, a De Minimis Claim, the Deductible and the Cap shall not apply to any indemnification obligation of Seller pursuant to Section 7.2(a)(i) arising out of or resulting from any breach of the representations and warranties contained in Section 3.1 (Organization and Existence), Section 3.2 (Authorization), Section 3.4(i) (Noncontravention), Section 3.5(a) (Title), Section 3.19 (Brokers); provided, however, that in all events Seller shall not have any liability under this Section 9.01 be required to indemnify the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered Indemnified Buyer Entities pursuant to Section 3.02(a7.2(a)(i), Section 7.2(a)(ii) except to or Section 5.11 for Damages in excess of the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeBase Purchase Price.

Indemnification by Seller. From and after the Closing, Seller shall will hold harmless, indemnify Purchaser and defend Buyer and its Affiliates permitted successors and each of assigns, and their respective officers, directors, employees, stockholders, agents and representatives affiliates, from and against any and hold them harmless from any lossall damages, liabilityclaims, claimlosses, damage or expense liabilities and expenses (including without limitation costs of investigation and reasonable legal attorneys' fees and expenses) (“Losses”) suffered "Loss"), whether or incurred by any such indemnified not involving a third-party to the extent arising from claim, which may arise out of (ia) any breach by Seller of any representation or warranty in this Agreement or in any certificate or documents delivered pursuant to this Agreement, (b) any other breach or violation by Seller of any covenants of this Agreement, (c) any breach or other violation by Seller contained of any of its obligations under any of the Seller's Transaction Documents (other than the License Agreement), (d) except as specifically provided in Sections 4.012.1, 4.022.2 and 2.3, 4.04 or 4.05 of this Agreement which survives any sale by Seller to any third party prior to the ClosingClosing Date, and (iie) except as specifically provided in Sections 2.1, 2.2 and 2.3, any breach of any covenant of action or failure to act by Seller contained in this Agreement requiring performance after prior to the Closing Date. Notwithstanding the forgoing; provided, however, that (a1) Seller there shall not have any be no liability under clause (i) of this Section 9.01 10.1 for any Loss unless the aggregate of all Losses for which Seller would be liablesuch Losses, but for this clause (a)proviso, exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess50,000; (b2) the aggregate liability of Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 10.1 for any breach of a any representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability this Agreement shall not under clause (i) of this Section 9.01 shall in no event any circumstances exceed ten percent (10%) of the Base Purchase Price$2,000,000; and (e3) Seller any Losses shall first be satisfied by treating them as a prepayment of the Note. The limitations on liability in this Section 10.1 shall not have any operate as or be construed as limitations on Seller's liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeAncillary Agreements.

Indemnification by Seller. From and after Subject to the provisions of this Article IX, following the Closing, Seller shall indemnify Purchaser and its Affiliates Affiliates, and each of their respective officers, directors, employees, agents agents, successors and representatives assigns (each, a “Purchaser Indemnified Party”) shall be indemnified and held harmless by Seller for and against all losses, Liabilities, damages, claims, costs and hold them harmless from any lossexpenses, liabilityinterest, claimawards, damage or expense judgments, fines, fees, obligations and penalties (including reasonable legal attorneys’ and consultants’ fees and expenses) (“Losses”) suffered suffered, sustained or incurred by any such indemnified party to the extent them (hereinafter, a “Loss”), arising from out of or resulting from, without duplication: (ia) any breach by Seller of any representation or warranty made by Seller contained in this Agreement, which shall be deemed made on the date of the Original Agreement and the Closing Date (other than any representation or warranty that expressly relates to a specific date, which representation and warranty shall be made on the date so specified) (provided, however, that Seller shall not be obligated to indemnify the Purchaser Indemnified Parties pursuant to this Section 9.02(a) for any Tax imposed with respect to a Post-Closing Tax period on the basis of a breach of any representation or warranty of Seller contained in Sections 4.01Section 7.01 (Tax Representations) other than the representations and warranties contained in the second sentence of Section 7.01(e), 4.02Section 7.01(h), 4.04 and Section 7.01(k)), (b) the breach of any covenant or 4.05 of agreement contained in this Agreement which survives requiring performance by Seller or any Company (prior to Closing), (c) Excluded Taxes, (d) an invalid or ineffective (for federal income Tax purposes and to the Closingextent applicable for state or local income Tax purposes) Section 338 Election solely to the extent Taxes are caused by, and (ii) would not have been incurred but for, a breach of any representation in Section 7.01 or a breach of any covenant of Seller or any Company (other than covenants to be performed by a Company after the Closing unless performed at the direction and control of Seller, if and to the extent so exercised by the Seller) contained in this Agreement requiring performance after or any other document contemplated hereby, (e) any Retained Assets, (f) any Liability, whether known or unknown as of the Closing Date. Notwithstanding , with respect to the forgoingoperation of the Business or the Companies prior to the Closing Date (whether such claim or Action is brought by a third party or otherwise), other than to the extent any such Loss arises under any Contract (other than under any Contract for any prior sales of business units by any Company or any Losses arising out of or resulting from any breach of any Contract by any Company prior to the Closing Date), (ag) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only Third Party Claim to the extent of any punitive damages award where such excess; (b) Seller shall not have any liability under clause (i) Third Party Claim arises out of this Section 9.01 for any individual item (or series of related items) where results from the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes operation or conduct of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation Business or warranty if Purchaser had knowledge of such breach at the time of Companies prior to the Closing Date and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; any Environmental Liability, and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (xh) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeEnvironmental Liability.

Indemnification by Seller. From and after the ClosingClosing Date, Seller shall indemnify Purchaser and hold harmless Buyer, its Affiliates and affiliates, each of their respective directors, officers, directorsemployees and agents, employeesand each of the heirs, agents executors, successors and representatives assigns of any of the foregoing (collectively, the "BUYER INDEMNIFIED PARTIES") from and against any and hold them harmless all Covered Liabilities resulting from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party to the extent arising from (i) any breach of any representation or warranty warranty, covenant or agreement of Seller contained herein; PROVIDED, HOWEVER, that, except with respect to the representations made in Sections 4.013.1 or 3.2, 4.02or with respect to any fraud or intentional misstatement or omission without regard to materiality, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any breach of any covenant of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have be required to indemnify the Buyer Indemnified Parties with respect to any liability under clause (i) of claim for indemnification pursuant to this Section 9.01 10.2, other than claims made under Section 3.1 or 3.2, or with respect to any fraud or intentional misstatement or omission without regard to materiality unless and until the aggregate amount of all Losses for which claims against Seller would be liable, but for under this clause Section 10.2 exceeds two (a), exceeds on a cumulative basis an amount equal to $50,000.00, 2) percent of the Adjusted Purchase Price and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 aggregate amount exceeds such amount, and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall PROVIDED, FURTHER, that in no event exceed ten shall Seller be required to pay or otherwise be liable for an amount in excess of fifteen (15) percent (10%) of the Base Adjusted Purchase Price; and (e) Price with respect to claims made under this Section. The indemnification obligations of Seller shall not have any liability under this Section 9.01 10.2 shall only apply with respect to the extent the liability or obligation arises as a result claims arising out of (x) any action taken or omitted matters occurring prior to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeclosing.

Indemnification by Seller. From Seller agrees to and after the Closing, Seller shall indemnify Purchaser the Buyer Parties and its Affiliates save and hold each of their respective officers, directors, employees, agents and representatives them harmless against and hold them harmless from pay on behalf of or reimburse such Buyer Parties as and when incurred for any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by Losses which any such indemnified party Buyer Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to the extent arising from or by virtue of: (i) any breach by Seller of any representation or warranty of made by Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives or any of the ClosingSchedules attached hereto, and or in any of the certificates furnished by Seller or the Company pursuant to this Agreement, except to the extent provided in clause (vi) below; (ii) any breach of any covenant of or agreement by Seller contained in under this Agreement requiring performance after or any of the Closing Date. Notwithstanding Schedules attached hereto, or in any of the forgoingcertificates furnished by Seller or the Company pursuant to this Agreement, except to the extent provided in clauses (iii), (aiv) or (v) below; (iii) the San Xxxxxxx Valley Site Liabilities; (iv) the Excluded Businesses (including the Excluded Subsidiaries and the consummation of the transactions contemplated by the Spin-Off Agreement and any Tax Loss with respect to such transactions); (v) any of the matters set forth on the Indemnification Schedule attached hereto; or (vi) any breach by Seller of any representation or warranty made by Seller under Section 5.9 (No Material Adverse Effect) or Section 5.10 (Absence of Certain Developments) which occurs at any time between 12:01 a.m., October 31, 2003 and the Closing; provided that Seller shall not have any liability under clause (i) above (other than with respect to the representations and warranties contained in Section 5.1 (Corporate Organization), Section 5.2 (Capital Stock and Related Matters; Title to Shares), Section 5.3(a) (Authorization), Section 5.4 (Subsidiaries), Section 5.22 (Tax Matters) (with it being understood that the representations and warranties in Section 5.22 are subject to the special deductible in the next proviso), Section 5.23 (Brokerage and Transaction Bonuses), and Section 5.25 (Affiliate Transactions) (but only with respect to agreements, contracts, commitments or transactions between the Company or any of this Section 9.01 the Retained Subsidiaries, on the one hand, and PFSA, Seller or any of their respective Affiliates (other than the Company and the Retained Subsidiaries), on the other hand, and other than the indemnification for Consequential Losses pursuant to clause (D) below) unless the aggregate of all Losses relating thereto for which Seller would be liablewould, but for this clause (a)proviso, be liable exceeds on a cumulative basis an amount equal to $50,000.00, 500,000 and then only to Seller shall be liable for all such Losses in excess of the extent of any such excess$500,000 deductible amount; (b) and provided further that Seller shall not have any liability under clause (i) above with respect to the representations and warranties contained in Section 5.22 (Tax Matters) unless the sum of this Section 9.01 for any individual item (or series x) the aggregate of related items) where the Loss all Losses relating thereto is less than and (y) the aggregate amount of all Taxes described in clauses (i) and (iv) of Section 8.11(a) below for which Seller would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $10,000.00 50,000 and such` items then Seller shall not be aggregated liable for purposes all such Losses and Taxes in excess of the foregoing clause (a) of this Section 9.01$50,000 deductible amount; (c) and provided further that Seller shall not have any liability under clause (i) above for any individual item where the Loss relating to such item is less than $5,000 (but with it being understood, however, that all Losses related to claims arising out of the same or similar facts, events or circumstances shall be considered an individual claim for purposes of this Agreement), in which case the Loss attributable to such item shall not be counted towards any applicable deductible or cap amounts set forth in this Section 8.2; and provided further that Seller's aggregate liability under clause (i) above (other than with respect to the representations and warranties contained in Section 5.1 (Corporate Organization), Section 5.2 (Capital Stock and Related Matters; Title to Shares), Section 5.3(a) (Authorization), Section 5.4 (Subsidiaries), and Section 5.23 (Brokerage and Transaction Bonuses)) shall in no event exceed an amount equal to twenty percent (20%) of the sum of (x) the Cash Purchase Price and (y) $10,120,000; and provided further that Seller shall not have any liability under clause (iii) above unless the aggregate of all Losses relating thereto for which Seller would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $50,000 and then Seller shall be liable, on a dollar-by-dollar basis, for only 50% of such Losses in excess of the $50,000 deductible amount up to an aggregate amount of $1,000,000 (with it being understood, however, that nothing in this Agreement (including this Section 8.2(a)) shall limit or restrict any of the Buyer Parties' right to maintain or recover any amounts in connection with any action or claim based upon fraud). Notwithstanding anything contained in this Agreement to the contrary, (A) except for breaches of the representations and warranties set forth in Section 5.16(h) above, the exclusive remedy with respect to the existence of any San Xxxxxxx Valley Site Liabilities shall be pursuant to clause (iii) of this Section 9.01 8.2 and the proviso above related to clause (iii) of this Section 8.2 and Section 8.2(i), and such San Xxxxxxx Valley Site Liabilities shall not be deemed to constitute a breach of any representations and warranties of Seller in Article V above, (B) the exclusive remedy with respect to the existence of any Revlon Patent Matters or Revlon Patent Related Losses shall be pursuant to Section 8.2(j) and such Revlon Patent Matters or Revlon Patent Related Losses shall not be deemed to constitute a breach of any representations and warranties of Seller in Article V above, (C) for purposes of clauses (i) and (iii) above and clause (v) above (other than with respect to Items (j) and (k) on the Indemnification Schedule attached hereto and other than with respect to the representations and warranties contained in Section 5.13 (Intellectual Property Rights) with respect to infringement by the Company or any of its Subsidiaries upon the Intellectual Property Rights of any other Persons), Losses shall not include any Consequential Losses, (D) with respect solely to Consequential Losses resulting from any breach by Seller of the representations and warranties contained in Section 5.13 (Intellectual Property Rights) with respect to infringement by 40 the Company or any of its Subsidiaries upon the Intellectual Property Rights of any other Persons or from Consequential Losses with respect to Items (j) and (k) on the Indemnification Schedule attached hereto, Seller shall not have any liability under Section 8.2(a)(i) or Section 8.2(a)(v), as appropriate, unless the aggregate of all Consequential Losses relating thereto for which Seller would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $1,000,000 and then Seller shall only be liable, on a dollar-by-dollar basis, for only 50% of such Losses in excess of the $1,000,000 deductible amount, (E) any Loss for which indemnification may otherwise be available hereunder shall not be subject to indemnification (and shall not be includable in the deductible amount or the cap described above) to the extent the amount giving rise to such Loss was included in the calculation of the final and binding Closing Working Capital and had the result of actually decreasing the Purchase Price as compared to what it would have otherwise been, (F) to the extent of any indemnification payments to any Buyer Party with respect to any Loss, no recovery for such amount may be made by any other Buyer Party in respect thereof (to avoid duplicate recovery) and (G) to the extent that indemnification for any Loss is recoverable by any Buyer Party (other than with respect to a breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth contained in Section 3.01(a5.1 (Corporate Organization), Section 5.2 (Capital Stock and Related Matters; Title to Shares), Section 5.3(a) (d) Seller’s liability Authorization), or Section 5.4 (Subsidiaries), any such indemnification payment shall be made to the Company. Notwithstanding anything contained in this Agreement to the contrary, Buyer shall not be entitled to indemnification under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%8.2(a) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 with respect to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a any representation or warranty by Seller if, at or before the Closing, Buyer had knowledge of the specific facts and circumstances of such breach of representation or warranty; provided that is covered by a certificate delivered pursuant to Section 3.02(a) except Seller shall have the burden of proving such knowledge of Buyer to the same extent Seller had knowledge that such representation or warranty was not true would be required to prove a breach by Buyer of the representations and correct warranties set forth in all material respects when madeSection 6.12 hereof.

Indemnification by Seller. From (a) Seller agrees, subject to the other terms and after conditions of this Agreement and the ClosingAssumption Agreement, Seller shall and without grossup for Taxes, to indemnify Purchaser, A. B. Dick, the Purchaser Retained Subsidiaries and its Affiliates and each of their respective officers, directors, employees, agents and representatives Affiliates against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party to the extent all Losses arising from out of (i) any the breach of any representation or warranty of Seller herein (other than representations and warranties contained in Sections 4.01Section 3.14, 4.02Section 3.17 and Section 3.18 which shall be governed by Article VI, 4.04 or 4.05 Section 8.04 and Section 8.05, respectively, it being understood that Article VI, Section 8.04 and Section 8.05 constitutes the sole treatment of this Agreement which survives the Closingmatters addressed therein), and (ii) any the breach of any covenant or agreement of Seller contained herein (other than Article VI, it being understood as aforesaid), (iii) any action taken by any landlord under any of the leases identified in Section 3.16 of the Disclosure Schedule as a result of or in connection with the failure by Seller for any reason to obtain the consent of any party to any of such leases required in connection with or as a result of the execution of this Agreement requiring performance after by Seller or the Closing Date. Notwithstanding consummation of the forgoing, (a) Seller shall not have any liability under clause (i) of transactions contemplated by this Section 9.01 unless the aggregate of all Losses for which Seller would be liableAgreement, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of that any such excess; action by any such landlord is not instigated by Purchaser or its Affiliates, and (biv) the Excluded Liabilities. Anything in Section 8.01 to the contrary notwithstanding, no claim may be asserted nor any action commenced against Seller shall not have any liability under clause (ipursuant to Section 8.03(a)(i) of this Section 9.01 or 8.03(a)(ii) for any individual item (representation, warranty, covenant or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge agreement contained herein, unless written notice of such breach at claim or action is received by Seller describing in detail the time facts and circumstances with respect to the subject matter of such claim or action on or prior to the Closing and date on which the representation, warranty, covenant or agreement on which such breach would have given rise claim or action is based ceases to a failure to be satisfied of the condition to Purchaser’s obligations survive as set forth in Section 3.01(a); (d) Seller’s liability under clause (i) 8.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date. Anything in this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 Agreement to the extent the liability or obligation arises as a result of (x) contrary notwithstanding, any action taken or omitted to be taken failure by Purchaser or any of its Affiliates to notify Seller or (y) any breach of a representation its Affiliates of any claim, action or warranty that is covered by a certificate delivered Loss in connection with or relating to Seller's obligations pursuant to Section 3.02(a8.03(a)(iii) except to the extent Seller had knowledge that or Section 8.03(a)(iv) shall in no way relieve or otherwise affect Seller's obligations under such representation or warranty was not true and correct in all material respects when madeSections.

Indemnification by Seller. (a) From and after the Closing, and subject to this Article 8, Seller shall defend, indemnify Purchaser and its Affiliates hold harmless Buyer and each of its Subsidiaries and Affiliates and their respective officers, directors, employeesemployees and agents (collectively, agents the “Buyer Indemnitees”) from and representatives against against, and hold them harmless pay or reimburse the Buyer Indemnitees for, any and all Losses, whether or not arising from any loss, liability, a third party claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party to the extent resulting from or arising from out of or in connection with (i) any breach of any representation or warranty of made by Seller contained in Sections 4.01Article 2, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any breach by Seller of any covenant of Seller its covenants or agreements contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoingherein, (aiii) Seller third party claims (including claims of a Governmental Authority) arising from the Post-Signing Restructuring Actions or (iv) Retained Liabilities; provided that Buyer Indemnitees shall not have any liability be entitled to recover under clause (iSection 8.2(a)(i) for an individual claim or group of related claims unless and until the amount of Losses that otherwise would be payable pursuant to this Section 9.01 8.2 with respect to such claim or group of related claims exceeds $50,000 (the “Per Claim Threshold”), provided, further, that no claims by Buyer Indemnitees shall be asserted under Section 8.2(a)(i) unless and until the aggregate amount of all Losses for which Seller that would otherwise be liable, but for this clause (a), payable hereunder exceeds on a cumulative basis an amount equal to $50,000.002,500,000 (the “Indemnification Threshold”), at which point all such Losses may be asserted by Buyer Indemnitees, including the first $2,500,000 thereof. Any such individual claims or group of related claims for amounts less than the Per Claim Threshold shall be ignored in determining whether the Indemnification Threshold has been exceeded. The Per Claim Threshold and then only to the extent of any such excess; (b) Seller Indemnification Threshold shall not have apply with respect to any liability under clause (i) of this Section 9.01 claims for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 indemnification for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeFundamental Representation.

Indemnification by Seller. From Subject to the terms and after conditions of this Article IX, following the Closing, Seller shall indemnify Purchaser and its Affiliates and Buyer, each of its Affiliates, and their respective successors, assigns, officers, directors, employeesemployees and agents against, agents and representatives against and hold them harmless from from, any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) Loss suffered or incurred by any such indemnified party Indemnified Person, whether such Loss exists or accrues prior or subsequent to the extent Closing Date, arising or resulting from or based upon (ia) any breach of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement (other than those relating to Taxes, Environmental Laws or Hazardous Materials) or any other Transaction Document which survives the Closing, Closing (it being agreed and acknowledged by the parties that for purposes of Buyer's right to indemnification pursuant to this Section 9.1 the representations and warranties of Seller shall be deemed not qualified by (iix) any references therein to materiality generally or to whether or not any breach results or may result in a Business Material Adverse Effect or (y) the first paragraph of Article V), (b) the breach of any covenant of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoingor any other Transaction Document (other than those relating to Taxes, Environmental Laws or Hazardous Materials), (ac) any of the Excluded Liabilities, or (d) as set forth in Section 8.11; provided, however, that (i) Seller shall not have any no liability under clause Section 9.1(a) (ii.e., with respect to a breach of a representation or warranty) of this Section 9.01 unless the aggregate of all Losses arising thereunder for which Seller would be liablewould, but for this clause (a)proviso, be liable exceeds on a cumulative basis an amount equal to $50,000.00, 2,000,000 and then only to the extent of any such excess; , (bii) Seller shall not have any no liability under clause (iSection 9.1(a) of this Section 9.01 for with respect to any individual item (or series case of related items) where the a Loss relating thereto that is less than $10,000.00 and such` items 25,000, (iii) Seller shall not be aggregated for purposes of the foregoing clause have no liability under clauses (a) of this Section 9.01; and (cb) Seller shall not have any liability under clause (i) of this Section 9.01 above for any breach of a representation or warranty if Purchaser Buyer had knowledge of such breach at the time of the Closing and Seller provided Buyer with written notice of such breach would have given rise prior to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); Closing, and (div) Seller’s 's aggregate liability under clause (iSection 9.1(a) of this Section 9.01 shall in no event exceed ten percent (10%) $10,000,000. For avoidance of the Base Purchase Price; and (e) Seller shall not have doubt, indemnification for any liability under this Loss arising or resulting from or based upon matters relating to Environmental Laws or Hazardous Materials is addressed exclusively in Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made9.3.

Indemnification by Seller. From (a) Seller hereby agrees that it shall, or shall cause the Selling Companies to, indemnify, defend and after the Closing, Seller shall indemnify hold harmless Purchaser and its Affiliates (until, in the case of any Subsidiary of Purchaser, such Subsidiary is no longer an Affiliate of Purchaser (except with respect to any Losses in respect of which notice has been given in accordance with Section 7.4 prior to such Subsidiary ceasing to be an Affiliate)) and each of their respective officers, directors, employeesoffi- 121 cers, shareholders, partners, attorneys, accountants, agents and representatives employees and their heirs and successors (the "Purchaser Indemnified Parties") from, against and hold them harmless from in respect of any lossactual Losses imposed on, liabilitysustained, claim, damage incurred or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party of the Purchaser Indemni- fied Parties relating to the extent or arising from out of (i) any breach of any representation or warranty of made by Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement Agree- ment (other than Section 3.15 which survives the Closing, and shall be indemnified as provided in Section 5.4); (ii) any the breach of any covenant or agreement of Seller contained made in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excessAgreement; (biii) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01Excluded Liabilities; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (xiv) any action taken brought by a security holder or omitted creditor of Seller or any Selling Company in its capacity as such; (v) any payments required to be taken made to any Person with respect to stock options issued or outstanding on or prior to the Scheduled Closing Date under the Continental 1991 Stock Option Plan, as amended; (vi) any Liabilities with respect to any equity-based Plan or arrangement in which any Employee participates or participated and that is or was maintained by Purchaser Seller (or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except Affiliates), including the Continental 1991 Stock Option Plan which Liabilities arose prior to the extent Closing; (vii) the BTR Scheme (as defined in Schedule 5.5(c)) undergoing a winding-up or closing to new members or any employers to which the BTR Scheme relates undergoing a relevant insolvency or any trigger- ing event under Section 75 of the UK Pensions Xxx 0000 after the Scheduled Closing Date save insofar as such liabilities relate to any default of Purchaser in its obligations as a participating employer in the BTR Scheme during the Transitional Period (as defined in Schedule 5.5 (c)); and (viii) arising in respect of any employee or former employee of any of the Sold Companies (other than the Transferring Employees as defined in Schedule 5.5(c)) under or in connection with the BTR Scheme (as defined in Schedule 5.5(c)); provided that all rights in respect of indemnification of Purchaser Indemnified Parties by Seller had knowledge that such representation or warranty was not true and correct in all material respects when madehereunder may be asserted only by Purchaser (including on behalf of other Purchaser Indemnified Parties).

Indemnification by Seller. From Subject to the remaining provisions of this Article IX, from and after the ClosingClosing Date, Seller shall indemnify indemnify, defend and hold Purchaser and its Affiliates and each of their respective officers, directors, employees, agents agents, advisers, representatives and representatives against and hold them Affiliates (collectively, the “Purchaser Indemnitees”) harmless from and against any loss, liability, claim, damage Damages incurred or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party the Purchaser Indemnitees to the extent relating to or resulting or arising from from: (ia) any breach inaccuracy in any of the representations and warranties made herein by Seller (other than Section 3.10, which shall be governed by Section 9.4(a)) (solely for this purpose disregarding any representation qualification or warranty of Seller contained in Sections 4.01limitation as to materiality or a Material Adverse Effect), 4.02except to the extent that such inaccuracy relates to an Excluded Asset or Excluded Liability, 4.04 or 4.05 of this Agreement which survives the Closing, and (iib) any breach of any covenant or agreement of Seller contained in this Agreement requiring performance after made herein (other than Section 5.3(i) or Section 6.9, which shall be governed by Section 9.4(a)), except to the Closing Dateextent such breach relates to an Excluded Asset or Excluded Liability, (c) any Excluded Assets or Excluded Liabilities or (d) any of the matters listed on Section 3.9 of the Disclosure Schedule. Notwithstanding the forgoingforegoing, with respect to Damages arising under Section 9.2(a) (except for Damages resulting from breaches of the Designated Seller Representations), (ai) the Seller shall not be liable for any Damages in connection with any individual claim (or any series or group of related claims (including any class action)) to the extent that such Damages do not exceed $25,000, which amount is intended to be a qualifying claim threshold and shall not operate as a deductible (such Damages, “Non-Material Damages”), (ii) Seller shall not have be liable to indemnify any liability under clause (i) of this Section 9.01 Purchaser Indemnitees against Damages unless and until the aggregate amount of all Losses for which Seller would be liable, but for this clause such Damages exceeds $1,500,000 (athe “Threshold Amount”), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) in which case Seller shall not have any liability under clause be liable for all such Damages (iincluding the Damages that were aggregated to reach the Threshold Amount) of this Section 9.01 for any individual item and (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (diii) Seller’s maximum liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of to the Base Purchase Price; and (e) Seller Purchaser Indemnitees for Damages shall not have any liability under this Section 9.01 to exceed $30,000,000 (the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made“Cap”).