Common use of Indemnification by Seller Clause in Contracts

Indemnification by Seller. (a) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreement.

Indemnification by Seller. (a) Subject to the other terms and conditions of this Article VIII, Seller agrees to shall defend, indemnify and hold harmless the Buyer, its Affiliates and their respective members, managers, stockholders, directors, officers, employees and other representatives (“Buyer Indemnified Parties Indemnitees”) from and against, and pay or reimburse the Buyer Indemnified Parties for, against any and all Adverse Consequences which any Damages asserted against or incurred by such Buyer Indemnified Party suffers, sustains Indemnitees by reason of or incurs directly or indirectly arising out of, relating to or otherwise as a result of: resulting from: (1a) any material inaccuracy in or breach of any of the representations or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or material breach of any of the representations or warranties of Seller contained in Article 2; this Agreement or any document to be delivered hereunder; (1b) a any material breach or non-fulfillment in any material respect of any covenant, agreement, or obligation to be performed by Seller pursuant to this Agreement or any document to be delivered hereunder; (c) any Excluded Asset or Excluded Liability; (d) the operation of the Business or the Acquired Assets prior to the Closing Date, except for the Assumed Liabilities; (e) any of its covenants bulk sales law, bulk transfer law, or agreements contained in any other similar laws with respect to the transactions contemplated by this Agreement; (f) (i) any and all Taxes due with respect to the Business accruing prior to the Closing, including without limitation (i) any and all amounts which may be required to be paid to obtain all Tax Clearance Certificates and (ii) any claims or other liabilities arising out of the Transferors’ failure to obtain all such Tax Clearance Certificates; (g) the Brokerage; (h) the Resterilization Costs; (i) all pending or threatened Actions against Amedica or US Spine, including but not limited to, pending or threatened Actions involving Trace Cxxxxx and any Actions disclosed on Schedule 3.8; and (j) that certain Distribution and Marketing Agreement, effective as of April 14, 2016, by and between Amedica Corporation and Shandong Weigao Orthopedic Device Company Limited.

Indemnification by Seller. (a) From and after the Closing, subject to Section 8.4, Seller agrees to shall defend, indemnify and hold harmless each of Buyer, its Affiliates, and, after the Closing, the Transferred Companies, and their respective officers, directors, employees, agents, advisors and representatives (collectively, the “Buyer Indemnified Parties Indemnitees”) from and against, and pay or reimburse the Buyer Indemnified Parties Indemnitees for, any and all Adverse Consequences damages, losses, Liabilities and expenses (including reasonable fees and expenses of attorneys, accountants, consultants and other third party advisors and other reasonable out-of-pocket expenses incurred in the investigation, defense or settlement of any of the same or in asserting, preserving or enforcing any rights under this Agreement), whether in respect of third party claims, claims between the parties or otherwise (collectively, “Losses”) (without duplication of the dollar amount of any Loss for which any Buyer Indemnified Party suffersindemnification may be provided under Article V or under more than one provision of this Section 8.2), sustains resulting from or incurs directly or indirectly arising out of, relating to or otherwise as a result of: : (1a) any inaccuracy in or breach of any representation or warranty made by Seller in or pursuant to this Agreement or any certificate furnished by Seller pursuant to this Agreement; (b) any failure of Seller (or, prior to the Closing, the Transferred Companies) to perform any covenant or agreement under this Agreement (other than any covenant or agreement contained in Section 4.2); (c) any of the representations or warranties contained matters set forth in Article 3; Schedule 8.2(c); (1d) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(cSpecial Litigation (“Special Litigation Losses”); ; (1e) any Seller Taxes; Extra Contractual Obligations or Seller Excess of Policy Limits Liabilities (iv“ECO Losses”); (f) any Proceeding that is disclosed on Schedule 3.12(a); the Seller Pension Plan (v) any claims including by or on behalf reason of any current of the Transferred Companies being an ERISA Affiliate of Seller or former holder any of its Affiliates (other than the Transferred Companies) or alleged holder the imposition by the PBGC of any equity security contribution obligations, funding enhancements or similar obligations on the Transferred Companies, Buyer or their Affiliates) and the Deferred Compensation Plan listed on Section 2.5(e) of the Company Seller Disclosure Letter; or (including any stockholderg) the Restructuring, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, GHI or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants Subsidiaries or agreements contained in this Agreementany of its or their respective properties, business, operations, Contracts, assets or liabilities.

Indemnification by Seller. (a) From and after the Closing Date, subject to the other provisions of this Article VIII, Seller agrees to indemnify Buyer and its officers, directors, employees and Affiliates (collectively, the “Indemnified Buyer Entities”) and to hold each of them harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Damages suffered, paid or incurred by such Indemnified Buyer Indemnified Party suffers, sustains or incurs directly or indirectly Entity and arising out of, relating to of or otherwise as a result of: resulting from (1i) any inaccuracy in or breach of any of the representations or and warranties contained in Article 3; made by Seller to Buyer, (1ii) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreement, (iii) any Indebtedness of the Companies not paid or otherwise satisfied in full on or prior to the Closing Date, (iv) any Intercompany Accounts not settled or cancelled prior to the Closing Date, (v) the matters referred to on Schedule 3.4, and (vi) except for matters identified with an asterisk on Schedule 4.10, liabilities pursuant to Environmental Laws or Orders relating to the Companies’ (or their predecessors’) former manufactured gas plant properties or off-site disposal sites (if any), in each case outside of the Commonwealth of Pennsylvania, relating to any period prior to the Closing Date to the extent the applicable property or site is identified by Buyer to Seller in writing on or before the third anniversary of the Closing Date (regardless of whether such Damages are suffered, paid or incurred prior to or following such third anniversary). (b) Notwithstanding anything to the contrary contained in this Section 8.2, the Indemnified Buyer Entities shall be entitled to indemnification with respect to any claim for indemnification pursuant to Section 8.2(a)(i): (i) only if the amount of Damages with respect to such claim exceeds the amount of $50,000 (any claim involving Damages equal to or 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 8.2(a)(i) (other than De Minimis Claims), exceed the amount of one and one-half percent (1.5%) of the Purchase Price (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 the amount of the Deductible; and (iii) only with respect to claims for indemnification under Section 8.2(a)(i) made on or before the expiration of the survival period pursuant to Section 8.1 for the applicable representation or warranty. (c) Notwithstanding anything to the contrary contained in this Section 8.2, in no event shall the Indemnified Buyer Entities be entitled to aggregate Damages in excess of the amount of fifteen percent (15%) of the Purchase Price (the “Cap”). Notwithstanding anything in this Section 8.2 to the contrary, (i) a De Minimis Claim, the Deductible and the Cap shall not apply to any indemnification obligation of Seller related to Section 3.2 (Authorization), Section 3.6 (Title), Section 3.7 (Brokers) and Section 4.2(b) (Subsidiaries); provided, however, that Seller shall not be required to indemnify the Indemnified Buyer Entities for any breach of Sections 3.2, 3.6, 3.7 and 4.2(b) for Damages in excess of the Purchase Price and (ii) the Cap shall not apply to any indemnification obligation of Seller pursuant to Sections 8.2(a)(ii) through 8.2(a)(v), inclusive; provided, however, that Seller shall not be required to indemnify the Indemnified Buyer Entities pursuant to Section 8.2(a)(v) for Damages in excess of the Purchase Price. (d) For the avoidance of doubt, there shall be no entitlement to an indemnity under this Article VIII for a breach of the representations in Section 4.12 (Taxes) or the covenants in Section 6.2(a)(ix) if the Buyer is entitled to an indemnity under Section 6.15.

Indemnification by Seller. (a) Subject to the other terms and conditions of this Section 8, Seller agrees to shall indemnify and defend each of Buyer and its Affiliates (including the Company and any Subsidiary) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless the Buyer Indemnified Parties from and against, and shall pay or and reimburse the Buyer Indemnified Parties each of them for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains Losses incurred or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreementsustained by, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijitimposed upon, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”).Indemnitees based upon: (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2the Seller Transaction Documents or any certificate delivered to Buyer pursuant to Section 6.01(f), 6.01(h) or 6.01(i) (other than in respect of Section 2.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Section 7), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller, the Company or any Subsidiary pursuant to any Seller Transaction Document (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Section 7, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Section 7); or (c) (i) any Actions or Taxes related to or resulting from the redemption by the Company of any Company Shares or the Merger (defined below), including any Actions or Taxes arising under ERISA or the Code; or (1ii) if the Company has not redeemed the Company Shares prior to or concurrently with the Closing, the Company completing a breach by Seller merger (the “Merger”) under Section 253 of any the Delaware General Corporation Law (“DGCL”) after the Closing to acquire 100% of its covenants the Common Stock of the Company, including, in connection therewith, the Company’s payment to former holders of Company Shares who exercise appraisal or agreements contained in this Agreementdissenters’ rights under the DGCL.

Indemnification by Seller. (a) Subject to the provisions of this Article XII and without limitation to Section 2.1(b), effective as of and after the Closing, Seller agrees to indemnify shall indemnify, defend and hold harmless Purchaser and its Affiliates and its and their respective directors, officers, employees, agents, successors and representatives (collectively, the Buyer “Purchaser Indemnified Parties Parties”) from and against, and pay or reimburse the Buyer Indemnified Parties for, against any and all Adverse Consequences which Losses incurred or suffered by any Buyer of the Purchaser Indemnified Party suffersParties, sustains or incurs directly or indirectly to the extent arising out of, relating to or otherwise as a result ofresulting from, without duplication, any: (1i) breach or violation of, or default in connection with, any inaccuracy covenant made by or to be performed by Seller in or breach this Agreement, (ii) Retained Liabilities, (iii) Liabilities of any of the representations or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf Acquired Companies for Taxes of any current or former holder or alleged holder of any equity security member of the Company Seller Group (including other than any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the RestructuringAcquired Companies) under Treasury Regulations Sections 1.1502-6 or 1.338(h)(10)-1(d)(2) (or any similar provision of state, this Agreementlocal, or the transactions contemplated hereby non-U.S. law), as transferee or therebysuccessor, or by reason of having been a member of a consolidated, affiliated, combined or other group for Tax purposes at any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to time before the Closing, (viiiv) Liabilities set forth on Schedule 12.2(a)(iv) of the RestructuringSeller Disclosure Schedule, (v) Liabilities set forth on Schedule 12.2(a)(v) of the Seller Disclosure Schedule, and (viiivi) the operations of SellerSection 338(h)(10) Election Taxes. If a Purchaser Indemnified Party’s claim may be properly characterized in multiple ways in accordance with this Article XII such that such claim may or may not be subject to different time limitations and other limitations depending on such characterization, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer then such Purchaser Indemnified Party shall have the right to characterize such claim in a manner that maximizes the recovery and time to assert claims permitted in accordance with respect this Article XII; provided, however, that no Purchaser Indemnified Party shall be entitled to double recovery for any indemnifiable Losses even though such Losses may have resulted from the breach or inaccuracy or breach of more than one of the Fundamental Representationsrepresentations, being referred warranties and covenants in this Agreement or be subject to herein collectively as the “Special Claims”)indemnification pursuant to multiple clauses of this Section 12.2. (b) Seller agrees shall not be liable for any claim for indemnifiable Losses arising out of any claim under (i) Section 12.2(a)(i) relating to indemnify any Pre-Closing Covenant (other than the covenants in Section 7.4(b) and hold harmless Section 8.2(a)) unless and until the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, aggregate amount of any and all Adverse Consequences such indemnifiable Losses with respect to Pre-Closing Covenants equals or exceeds the amount set forth in Schedule 12.2(b)(i) of the Seller Disclosure Schedule, in which case the Purchaser Indemnified Parties shall be entitled to recover all such indemnifiable Losses with respect to Pre-Closing Covenants from the first dollar thereof or (ii) Section 12.2(a)(iv) unless and until the aggregate amount of any Buyer and all such indemnifiable Losses equals or exceeds the amount set forth in Schedule 12.2(b)(ii) of the Seller Disclosure Schedule (the “Initial Deductible”), in which case the Purchaser Indemnified Party suffers, sustains or incurs directly or indirectly Parties shall be entitled to recover fifty percent (50%) all indemnifiable Losses arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any claim under Section 12.2(a)(iv) in excess of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller Initial Deductible until the aggregate amount of any and all indemnifiable Losses arising out of its covenants any claim under Section 12.2(a)(iv) equals or agreements contained exceeds the amount set forth in this AgreementSchedule 12.2(b)(iii) of the Seller Disclosure Schedule (the “Second Deductible”), in which case the Purchaser Indemnified Parties shall be entitled to recover all indemnifiable Losses arising out of any claim under Section 12.2(a)(iv) in excess of the Second Deductible.

Indemnification by Seller. (a) Subject to the provisions of Sections 7.1(b), 7.4 and 7.5 below, Seller agrees to shall indemnify Purchaser and hold harmless the Buyer Indemnified Parties from its Affiliates, and each of their respective shareholders, officers, directors, employees and representatives (each a “Purchaser Indemnitee”) against, and pay or reimburse the Buyer Indemnified Parties forhold each Purchaser Indemnitee harmless from, any and all Adverse Consequences which any Buyer Indemnified Party suffersclaims, sustains losses, damages, liabilities, payments and obligations, and all expenses, including without limitation reasonable legal fees (collectively “Losses”), incurred, suffered, sustained or incurs required to be paid, directly or indirectly indirectly, by, or sought to be imposed upon, such Purchaser Indemnitee resulting from, related to or arising out of, relating to or otherwise as a result of: of (1i) any inaccuracy in or breach of any of the representations or warranties contained made by Seller in Article 3or pursuant to this Agreement or the agreements or documents delivered by Seller pursuant to Sections 5.1(b)(i), (iii), (iv), (v), (viii), and (ix); provided, however, that (ix) shall be limited to documents that are necessary to convey to Purchaser title to the Purchased Assets; (1ii) any Indebtedness breach of any of the covenants made by Seller in or pursuant to this Agreement (including Section 5.1(b)(ii)) or the agreements or documents delivered by Seller Transaction Expenses not taken into account in the payment under pursuant to Section 1.3(c5.1(b)(iii), (iv), (v), (viii) and (ix); provided, however, that (1ix) any Seller Taxesshall be limited to documents that are necessary to convey to Purchaser title to the Purchased Assets; (iviii) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by the Excluded Assets or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholderExcluded Liabilities, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by Taxes and bulk sales laws; and (iv) the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation conduct of the Business prior to the Closing, (viiClosing Date. The lack of indemnity under this Section 7.1(a) for breaches shall not limit the Restructuring, and (viii) remedies that may be available to Purchaser under the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”)Noncompetition Agreement. (b) Each Purchaser Indemnitee shall promptly give written notice to Seller agrees of the assertion by any Person of any claim, action, suit or proceeding with respect to indemnify which Seller is obligated to provide indemnification hereunder; provided, however, that the rights of a Purchaser Indemnitee to be indemnified hereunder shall only be affected by the failure to give such notice if and hold harmless to the Buyer Indemnified Parties from and againstextent such failure prejudices Seller in the defense of such third party claim. Amounts due with respect to Losses covered by this Section 7.1 shall be paid promptly after delivery of reasonably documented written notice of the amount of Losses incurred, and if Seller disputes the validity of the notice or the amounts of the Losses and such dispute is ultimately resolved wholly or partially in favor of the Purchaser Indemnitee, Seller shall promptly pay the amount found owing. Seller shall have the right, but not the obligation, to contest, defend or reimburse the Buyer Indemnified Parties forlitigate, and to retain counsel of its choice in connection with, any claim, action, suit or proceeding by any third party alleged or asserted against a Purchaser Indemnitee that is subject to indemnification by Seller hereunder, and all Adverse Consequences which the cost and expense thereof shall be subject to the indemnification obligations and limitations of Seller hereunder; provided, that each Purchaser Indemnitee shall have the right and option to participate in, but not control, the defense of such action at its own expense and with its own counsel; and provided, further, that, (i) if Seller elects not to defend any Buyer Indemnified Party sufferssuch action or (ii) if a Purchaser Indemnitee shall reasonably believe that it has defenses not available to Seller and if counsel to Purchaser shall advise in a written opinion that common representation is not appropriate, sustains then such Purchaser Indemnitee shall be entitled, through counsel of its choice, but at Seller’s expense (should indemnification be applicable), to participate in the defense of such action. Neither Seller, on the one hand, nor any Purchaser Indemnitee, on the other hand, shall be entitled to settle or incurs directly compromise any such claim, action, suit or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any proceeding without the prior written consent of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreementother party, which consent shall not be unreasonably withheld.

Indemnification by Seller. (a) Except as otherwise set forth herein, Seller agrees to indemnify shall indemnify, defend and hold harmless Purchaser and the Buyer Indemnified Parties from and againstCompany, and pay or reimburse each of their respective representatives, employees, officers, directors, stockholders, controlling persons and Affiliates (collectively, the Buyer "Purchaser Indemnified Parties Persons"), for, and shall pay to the Purchaser Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and all Adverse Consequences which any Buyer Indemnified Party suffersconsequential damages), sustains expense (including interest, penalties, costs of investigation and defense and the reasonable fees and expenses of attorneys and other professionals and experts) or incurs diminution of value, whether or not involving a third-party claim (collectively, "Damages"), directly or indirectly indirectly, arising out of, relating to from or otherwise as a result of: in connection with (1i) any inaccuracy in or breach by Seller of any covenant, representation, warranty, agreement or obligation of the representations or warranties Seller contained in Article 3; this Agreement, (1ii) any Indebtedness contingent liabilities disclosed by Seller to Purchaser pursuant to Section 6.9 after the date hereof that do not materially or Seller Transaction Expenses not taken into account in adversely affect the payment benefits to be obtained by Purchaser under Section 1.3(c); this Agreement, (1iii) any Seller Taxes; claim by any Person that the transactions contemplated by this Agreement may be a fraudulent transfer, or (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf in respect of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or Change-in-Control Amounts arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors Section 6 of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”)Employment Agreements. (b) Without duplication and subject to the terms and limitations set forth in this Section 10.1(b), Seller agrees to indemnify shall indemnify, defend and hold harmless the Buyer Indemnified Parties from and againstCompany for, and shall pay to the Company or reimburse any Company Subsidiary the Buyer Indemnified Parties for, amount of any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains Damages actually incurred by the Company or incurs directly or indirectly arising out of, such Company Subsidiary following the Closing relating to any amounts actually paid by the Company to Barclays Bank PLC ("Barclays") on or otherwise as a result of: before January 31, 1999 in respect of a"swap breakage amount" (1) any inaccuracy in or breach of any of such amounts, the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreement"Special Contingent Liability").

Indemnification by Seller. (a) Subject to Section 10.1(b), Section 10.3, Section 10.4, Section 10.6 and Section 11.1, if the Closing shall occur, Seller agrees to indemnify shall indemnify, defend and hold harmless IPH, its Affiliates (including the Buyer Indemnified Parties from Transferred Company and againsteach of its Subsidiaries), each of their respective directors, officers, employees, agents and representatives, and pay or reimburse each of the Buyer Indemnified Parties forheirs, any executors, successors and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach assigns of any of the foregoing (collectively, the “IPH Indemnified Parties”) against, and reimburse any IPH Indemnified Party for, all Losses that such IPH Indemnified Party may suffer or incur, or become subject to, as a result of (i) the breach of any representations or 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 performed, any of its covenants or obligations contained in this Agreement (other than the covenants or obligations contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under VII, which shall be governed by Section 1.3(c7.2); (1iii) (A) any items listed in Section 10.1(a)(iii) of the Seller TaxesDisclosure Schedule and (B) any claim, cause of action or Action by 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 Indemnified Parties under Section 10.2(a) or for which IPH is otherwise expressly responsible under this Agreement (such 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) any Proceeding that is disclosed on Schedule 3.12(a); (vW) any claims by Environmental Liabilities arising at or on behalf of from, associated with, involving, affecting or resulting from, or related to any current Former or former holder Inactive Location, the White and Xxxxxx Landfill or alleged holder of any equity security of Retained Plant and any Retained CCB Liabilities, (X) any liabilities or Losses arising from the Company Duck Creek Complaint or any subsequent complaints or enforcement action related to the underlying allegations at issue in the Duck Creek Complaint, and (including Y) any stockholderOff-Site Liabilities and (Z) any Asbestos Liabilities, option holder, warrant holder or holder of convertible promissory notes) relating whether asserted prior to or arising out of after the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company Closing (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company clauses (including any claim made against the Company pursuant to Section 8.9(a) hereofW), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the ClosingX), (viiY) the Restructuring, and (viiiZ) the operations of Seller, Lijitcollectively, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii)“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 claim by of its representations or warranties herein, and the determination and calculation of any Buyer Indemnified Party with respect Losses resulting from any such breach, shall be determined without giving effect to any inaccuracy or breach of qualification as to “materiality” (including the Fundamental Representations, being referred to herein collectively as the word “Special Claimsmaterial”). (b) Notwithstanding any other provision to the contrary: (i) Seller agrees shall not be required to indemnify and indemnify, defend or hold harmless the Buyer any IPH Indemnified Parties from and Party against, and pay or reimburse the Buyer any IPH Indemnified Parties Party for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating Losses pursuant to or otherwise as Section 10.1(a)(i) (other than with respect to a result of: (1) any inaccuracy in or breach of any Fundamental Representation), (A) to the extent such Losses were included in calculations made in connection with the Applicable Amount and the Closing Statement procedures set forth in Section 2.4; (B) unless such claim or series of related claims involves Losses in excess of $50,000 (and if such Losses do not exceed $50,000, such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of the representations or warranties IPH Indemnified Parties’ Losses under this Section 10.1(b)(i)); and (C) until the aggregate amount of the IPH Indemnified Parties’ Losses under Section 10.1(a)(i) exceeds $2,500,000 (the “Deductible”), after which Seller contained shall be obligated for all Losses of the IPH Indemnified Parties in Article 2excess of the Deductible, but only if such Losses are not excluded from indemnification pursuant to Section 10.1(b)(i)(A) and also meet the requirements for indemnification pursuant to Section 10.1(b)(i)(B); (ii) subject to Section 10.1(b)(iii), the cumulative amount of Losses for which Seller may be liable under Section 10.1(a)(i) shall in no event exceed $25,000,000 (the “Cap”); or and (1iii) the Deductible and the Cap shall not apply to any Losses in respect of a breach by Seller of a Fundamental Representation (and, for the avoidance of doubt, shall not apply to any Losses in respect of its covenants or agreements contained in this Agreementthe Retained Liabilities).

Indemnification by Seller. (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 agrees to shall indemnify and hold harmless Purchaser and its Affiliates, and each of their respective directors, officers, employees, agents and representatives (collectively, the Buyer “Purchaser Indemnified Parties Parties”), from and against, and pay or reimburse the Buyer Indemnified Parties for, against any and all Adverse Consequences which Losses incurred or suffered by any Buyer of the Purchaser Indemnified Party suffers, sustains or incurs directly or indirectly Parties arising out of, relating to of or otherwise as a result of: related to: (1i) any inaccuracy in or breach of any Seller Fundamental Representation, at and as of the representations or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security Closing as though made at and as of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or therebyClosing, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors representation and warranty made in Section ‎3.16; (ii) any breach of the Company (including any claim made against the Company pursuant covenant or agreement of Seller contained in this Agreement to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business be performed prior to the Closing, ; and (viiiii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of any covenant or agreement of Seller contained in this Agreement to be performed, in whole or in part, after the Fundamental Representations, being referred to herein collectively as the “Special Claims”)Closing. (b) Notwithstanding any other provision to the contrary (except with respect to indemnification for Taxes (which shall be governed exclusively by ‎Article ‎VII)): (i) Seller agrees shall not be required to indemnify and or hold harmless the Buyer any Purchaser Indemnified Parties from and Party against, and pay or reimburse the Buyer any Purchaser Indemnified Parties Party for, any and all Adverse Consequences which any Buyer Indemnified Party suffersLosses pursuant to Section ‎10.2(a)(ii), sustains solely to the extent such Losses arise out of or incurs directly or indirectly arising out of, relating relate to or otherwise as a result of: (1) any inaccuracy in or breach of any Section ‎5.1, until the aggregate amount of the representations or warranties Purchaser Indemnified Parties’ Losses under Section ‎10.2(a)(ii) exceeds $20,000,000 (the “Threshold”), after which Seller shall be obligated for the Purchaser Indemnified Parties’ Losses under Section ‎10.2(a)(ii) for the full amount of such Losses, from the first dollar thereof and without regard to the Threshold; and (ii) the cumulative indemnification obligations of Seller contained under Section ‎10.2(a) shall in Article 2; or no event exceed, in aggregate, the Purchase Price (1) a breach by Seller of any of its covenants or agreements contained in this Agreementthe “Cap”).

Indemnification by Seller. (a) Subject to the provisions of this Article VIII, and other than with respect to Taxes, which shall be governed exclusively by Section 6.02, from and after the Closing, Seller agrees to shall indemnify Buyer and its Affiliates and any of their respective former, current and future direct or indirect equity holders, controlling Persons, officers, directors, general or limited partners, members, managers, employees, agents, representatives, successors and assignees (collectively, the “Buyer Indemnified Parties”) against, and shall hold harmless the Buyer Indemnified Parties from and againstharmless from, and pay any Losses resulting from, arising out of, or reimburse incurred by the Buyer Indemnified Parties forin connection with: (i) any breach of any representation and warranty contained in Article II and/or Article III or any certificate delivered by or on behalf of Seller hereunder at or prior to the Closing (with such representation or warranty being read without regard to any qualifications or limitations relating to materiality, Material Adverse Effect or similar expressions for the purpose of calculating the amount of any and all Adverse Consequences which any Buyer Indemnified Party suffersLosses resulting from, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: incurred by the Buyer Indemnified Parties in connection with such breach); (1ii) any inaccuracy in or breach of any covenant or agreement contained in this Agreement to be performed or complied with by Seller; (iii) any (x) Unpaid Transaction Expenses and/or (y) Indebtedness for Borrowed Money that is outstanding immediately prior to the Closing, in each case, to the extent not taken into account for purposes of determining the Closing Date Purchase Price and/or repaid in accordance with Section 1.03(c); and/or (iv) any claims relating to the Business, this Agreement or the transactions contemplated by this Agreement, by any past, present or future holder of any equity or other interests whatsoever in Seller or any Affiliate thereof. (b) The indemnification provided for in Section 8.02(a) shall be subject to the following limitations: (i) Seller shall not have any liability under Section 8.02(a)(i) (other than in respect of any Seller Fundamental Representation) unless the aggregate of all Losses relating thereto for which Seller would be liable, but for this section, exceeds on a cumulative basis, an amount equal to 1% of the representations sum of (x) the Closing Date Purchase Price and (y) the Base Transaction Incentive Plan Amount (the “Deductible”), and then only to the extent such Losses exceed the Deductible; (ii) Seller’s aggregate liability under Section 8.02(a)(i) (other than in respect of any Seller Fundamental Representation) shall in no event exceed 15% of the sum of (x) the Closing Date Purchase Price and (y) the Base Transaction Incentive Plan Amount (the “Cap”); (iii) no claim for indemnification by the Buyer Indemnified Parties under Section 8.02(a)(i) (other than in respect of any Seller Fundamental Representation) shall be asserted where the amount that would otherwise be payable by Seller hereunder relating to such claim is less than $25,000; and (iv) in no event will the aggregate liability of Seller for all Losses claimed by the Buyer Indemnified Parties under this Agreement exceed the Purchase Price actually received by Seller. (c) Notwithstanding any other provision in this Agreement to the contrary, Seller shall not be liable to, or warranties contained in Article 3; (1) indemnify, the Buyer Indemnified Parties for any Indebtedness or Seller Transaction Expenses not Losses solely to the extent such Losses were taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf final determination of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company Net Working Capital pursuant to Section 8.9(a1.04. In no event shall (i) hereofSeller be liable for (x) any Losses that are punitive or consequential damages, regardless of the form of action through which such damages are sought or (y) any Losses that are lost profits of any Person (but only to the extent that such lost profits would be deemed to constitute consequential damages), unless, in the case of each of clauses (vix) other than the Business Liabilitiesand (y) immediately above, any Liability of the Company arising with respect but subject to the operation of the Business prior other limitations in this Section 8.02, such Losses are recovered by a third party in a Third Party Claim pursuant to the Closing, an order entered against an Indemnified Party or in a settlement agreement to which an Indemnified Party is a party and/or (viiii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to calculate Losses on the basis of any inaccuracy (x) diminution in the value of debt or breach equity securities or the market value of the Fundamental Representationsloans or (y) multiple of revenues, being referred to herein collectively as the “Special Claims”)cash flows, profits or similar methodologies. (bd) Seller agrees The Buyer Indemnified Parties shall not be entitled to indemnify and hold harmless recover any Losses relating to any matter arising under one provision of this Agreement to the extent that the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating had already recovered such Losses with respect to or otherwise as a result of: (1) any inaccuracy in or breach such matter pursuant to other provisions of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreement.

Indemnification by Seller. (a) Seller hereby agrees to indemnify that from and after the Closing it shall indemnify, defend and hold harmless Buyer and its Affiliates and their respective directors, officers, shareholders, partners, members (other than Seller or any of its Affiliates in the case of the Companies on and after the Closing) and employees (other than the Transferred Employees) and their heirs, successors and permitted assigns, each in their capacity as such (the “Buyer Indemnified Parties” and collectively with the Seller Indemnified Parties, the “Indemnified Parties”) from, against and in respect of any damages, losses, charges, Liabilities, claims, demands, actions, suits, proceedings, payments, judgments, settlements, assessments, deficiencies, Taxes, interest, penalties, and costs and expenses, including fines and penalties (including expenses of investigation and reasonable attorney’s fees and expenses) (collectively, “Losses”) imposed on, sustained, incurred or suffered by, or asserted against, any of the Buyer Indemnified Parties from and againstParties, and pay whether in respect of third-party claims, claims between the parties hereto, or reimburse the Buyer Indemnified Parties forotherwise, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of (i) subject to Section 7.2(b), any breach or inaccuracy of any representation or warranty made by Seller contained in this Agreement for the Restructuringperiod such representation or warranty survives, (ii) any breach of any material covenant or agreement of Seller or FTFC contained in this Agreement, or the transactions contemplated hereby or thereby, or (iii) any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors any material covenant of any of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business Companies occurring on or prior to the Closing, (viiiv) solely with respect to the RestructuringCompanies and their respective directors and officers, any of the Excluded Liabilities, including (A) any and all Liabilities relating to the Applicable Employees to the extent not expressly assumed by the Companies in this Agreement or not an obligation of the Companies pursuant to any Ancillary Agreement, (B) any Taxes for which Seller is responsible in accordance with Section 5.4, (C) any and all Liabilities arising out of the matters set forth on Schedule 3.7 (including, for the sake of clarity, all indemnification, contribution or other Liabilities in respect of, arising from, or otherwise relating to, such matters or the facts and circumstances pursuant to which such matters relate), and (viiiD) any and all Liabilities set forth on Schedule 7.2, except, in the case of this clauses (A) or (C), to the extent any such Liability is expressly set forth on Schedule 1.1(a) as an Assumed Liability or is reflected in the calculation of Closing Working Capital and (v) the operations Canadian Liabilities other than the Canadian Non-Indemnifiable Liabilities. Notwithstanding anything else to the contrary in this Article VII, any indemnification by Seller of Sellerthe Buyer Indemnified Parties shall be without duplication as between Buyer and the Companies (and their respective directors, Lijitshareholders, partners, members (other than Seller or any of its Affiliates in the Lijit Business or FMP Canada Inc (with case of any of the indemnifiable matters referred to in sub-clauses (ii)-(viiiCompanies on and after the Closing) and employees), together with any claim by any including, for illustrative purposes, that Seller shall not be required to also indemnify Buyer Indemnified Party with respect to any inaccuracy Losses incurred with respect to a diminution in value of its Holdco LLC Interests on or breach after the Closing in the event that the Companies have been indemnified by Seller with respect to the facts giving rise to a claim of the Fundamental Representations, being referred to herein collectively as the “Special Claims”)indemnification hereunder and vice versa. (b) Except with respect to good faith claims for fraud, Seller agrees shall not be liable to indemnify and hold harmless the Buyer Indemnified Parties from and againstfor any Losses with respect to the matters contained in Section 7.2(a)(i) with respect to any individual claim or related claims unless such claim or claims, as applicable, involve Losses in excess of $250,000 nor shall such item or related items involving Losses equal to or less than $250,000 be applied or consolidated for calculating the Deductible or the Cap), and pay or reimburse unless the Buyer Indemnified Parties forLosses therefrom exceed an aggregate amount equal to the sum of (i) 1% of the Purchase Consideration and (ii) 1% of the Note Amount (collectively, any the “Deductible”) and all Adverse Consequences which any Buyer Indemnified Party suffersthen only for Losses in excess of that amount and up to an aggregate amount equal to the sum of (x) 10% of the Purchase Consideration and (y) 10% of the Notes Amount (collectively, sustains or incurs the “Cap”). Notwithstanding the foregoing, this Section 7.2(b) does not apply to indemnification obligations directly or indirectly arising out of, relating to or otherwise as a result of: (1) arising out of any inaccuracy in or breach of inaccuracy of any representation and warranty under Section 3.18(d), Section 3.31 and any of the representations or warranties of Seller contained in Article 2; or Fundamental Representations. (1c) a breach by Seller The aggregate amount of any Applicable Termination Price Adjustment, any Applicable Renegotiation Price Adjustment and any Consent Payments in excess of its covenants or agreements contained in this Agreementthe Sub-Basket shall decrease the Cap on a dollar-for-dollar basis.

Indemnification by Seller. From and after the Closing and subject to the other terms and conditions of this ARTICLE VIII, Seller shall indemnify, hold harmless, reimburse and defend each of Buyer and its Affiliates (aincluding, following the Closing, the Company and the other ACFP Companies) Seller agrees to indemnify and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless the Buyer Indemnified Parties from and against, and shall pay or and reimburse the Buyer Indemnified Parties each of them for, any and all Adverse Consequences which any Losses incurred or sustained by the Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or Indemnitees arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”).resulting from: (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1a) any inaccuracy in or breach of any of the representations or warranties of the Company and Seller contained in Article 2; this Agreement or in any certificate or transfer instrument delivered by or on behalf of Seller pursuant to this Agreement (1other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to ARTICLE VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) a any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in ARTICLE VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to ARTICLE VI); or (c) any Transaction Expenses or Indebtedness of any the Company (other than the ACFP Continuing Indebtedness) outstanding as of its covenants or agreements contained the Closing to the extent not included in this Agreementthe calculation of BFI Consideration Share Amount.

Indemnification by Seller. (a) Subject to the limitations of Section 11.02(b) and Section 11.05, Seller agrees to indemnify in full Buyer and its officers, directors, employees, agents and stockholders (collectively, the "Buyer Indemnified Parties") and hold them harmless the against any loss, liability, deficiency, damage, expense or cost (including reasonable legal expenses), (collectively, "Losses"), which Buyer Indemnified Parties from and againstmay suffer, and pay sustain or reimburse the Buyer Indemnified Parties forbecome subject to, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: of (1i) any inaccuracy misrepresentation in or breach of any of the representations or and warranties of Seller contained in Article 3; (1) this Agreement or in any Indebtedness certificate or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims other document delivered or to be delivered by or on behalf of Seller pursuant to the terms of Section 8.01(j) of this Agreement, (ii) any current breach of, or former holder failure to perform, any agreement of Seller contained in this Agreement, or alleged holder of (iii) except as otherwise provided in this Agreement, any equity security of the Company "Claims" (including any stockholder, option holder, warrant holder as defined in Section 11.04(a) hereof) or holder of convertible promissory notes) relating to or threatened Claims against Buyer arising out of the Restructuring, this Agreement, actions or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach inactions of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising Seller with respect to the ownership or operation of the Assets or the Business prior to the ClosingClosing (collectively, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any "Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”Losses"). (b) Seller agrees shall be liable to Buyer Indemnified Parties for any Buyer Losses (i) only if Buyer or another Buyer Indemnified Party delivers to Seller written notice, setting forth in reasonable detail the identity, nature and amount of Buyer Losses related to such claim or claims prior to the expiration of any applicable period specified in Section 11.01, and (ii) only if the aggregate amount of all Buyer Losses exceeds $150,000 (the "Basket Amount"), in which case Seller shall be obligated to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse only for the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any excess of the representations or warranties aggregate amount of all such Buyer Losses over the Basket Amount up to a total equal to the Purchase Price (the "Maximum Amount"), which shall constitute the maximum aggregate liability of Seller contained in Article 2to Buyer under this Agreement; or (1) a provided that any breach by Seller of any of its covenants in Section 6.02 hereof shall not be subject to the time limitation of clause (i) of this sentence or agreements contained the Maximum Amount limitation. A Buyer Indemnified Party's failure to provide the detail required by clause (i) in the preceding sentence shall not constitute either a breach of this AgreementAgreement by the Buyer Indemnified Party or any basis for Seller to assert that the Buyer Indemnified Party did not comply with the terms of this Section 11.02 sufficient to cause the Buyer Indemnified Party to have waived its rights under this Section 11.02, unless Seller demonstrates that its ability to defend against any Claims with respect thereto has been materially adversely affected.

Indemnification by Seller. (a) Subject to the other terms and conditions of this ARTICLE VIII, Seller agrees to shall indemnify and defend each of Buyer and its Affiliates (including the Acquired Companies) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless the Buyer Indemnified Parties from and against, and shall pay or and reimburse the Buyer Indemnified Parties each of them for, any and all Adverse Consequences which any Losses incurred or sustained by, or imposed upon, the Buyer Indemnified Party suffersIndemnitees based upon, sustains or incurs directly or indirectly arising out of, relating with respect to or otherwise as a result by reason of: : (1a) any inaccuracy in or breach of any of the representations or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or therebybreach, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants third party allegation that if true would constitute a breach or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; this Agreement or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement (1other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to ARTICLE VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) a any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in ARTICLE VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to ARTICLE VI); (c) any Transaction Expenses or Indebtedness of any an Acquired Company outstanding as of its covenants or agreements contained the Closing to the extent not deducted from the Initial Purchase Price in this Agreementthe determination of the Closing Date Payment pursuant to Section 2.04(a)(i); and (d) the matters set forth on Section 8.02(d) of the Disclosure Schedule, with the limitations set forth therein.

Indemnification by Seller. (a) After the Closing and subject to Section 9.6, the other provisions of this Article XII and Section 13.1, Seller agrees to shall indemnify and hold harmless Buyer, its Affiliates and its and their respective Representatives (collectively, the “Buyer Indemnified Parties from and against, and pay Parties”) against all Losses (regardless of whether or reimburse the not such Losses relate to a Third Party Claim) suffered or incurred by any Buyer Indemnified Parties forParty, any and all Adverse Consequences or to which any Buyer Indemnified Party suffersotherwise becomes subject, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: of or in connection with: (1i) (A) any inaccuracy in or breach of any representation or warranty of the representations Seller or warranties Parent contained in Article 3; (1) any Indebtedness V or Seller Transaction Expenses not taken into account Article VI of this Agreement , in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security each case, as of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out Closing Date with the same force and effect as if made on and as of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or Closing Date (excluding any Liability with respect to any equity interests in the Company such representations and warranties that are specifically made as of an earlier date) (including with respect to any options, warrants or convertible promissory notesclause (A), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(acollectively, “Seller Closing Rep Breaches”) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1B) any inaccuracy in or breach of any of the representations representation or warranties warranty of Seller or Parent contained in Article 2; V or Article VI of this Agreement, which is not recoverable under the R&W Insurance Policy as a result of the exclusions described in Sections 4(g) through 4(i) of the R&W Insurance Policy (1clause (B), collectively, “Seller Excluded Rep Breaches”); (ii) a any breach or failure by Seller of to perform any of its covenants or agreements contained in this AgreementAgreement to be performed after the Closing; (iii) any Excluded Liability; or (iv) any Seller Note Liability. (b) The cumulative aggregate liability of Seller under this Article XII shall in no event exceed the Base Purchase Price.

Indemnification by Seller. From and after the Closing (a) but subject to Section 10.1), Seller agrees to indemnify and shall hold harmless and indemnify each of the Buyer Indemnified Parties Purchaser Indemnitees from and against, and pay or shall compensate and reimburse each of the Buyer Indemnified Parties Purchaser Indemnitees for, any and all Adverse Consequences Damages that are sustained or incurred at any time by any of the Purchaser Indemnitees or to which any Buyer Indemnified of the Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any Third Party suffers, sustains Claim) and that arise from or incurs directly or indirectly arising out of, relating to or otherwise as are a result of: , or are connected with: (1i) any inaccuracy in or breach of any of the representations representation or warranties contained warranty made by Seller or UAV in Article 3; this Agreement (1without giving effect to (A) any Indebtedness materiality or similar qualification limiting the scope of such representation or warranty or (B) subject to the proviso of Section 5.3, any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement) or the Seller Transaction Expenses not taken into account Closing Certificate; (ii) any breach of any covenant or obligation of Seller or, in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf case of any current covenant or former holder obligation to be performed at or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, UAV in this Agreement; (viiiii) any fraud by UAV or Seller; or (iv) regardless of the Restructuringdisclosure of any matter set forth in the Disclosure Schedule, (A) any Liability for any Tax of UAV for any Pre-Closing Tax Period, (B) any and all liability for payment of amounts described in clause (A) of this section whether as a result of transferee liability, of being a member of an affiliated, consolidated, combined or unitary group prior to the Closing Date, and (viiiC) the operations of SellerTransfer Taxes which Seller is responsible for pursuant to Section 6.3(b) (collectively, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer “Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special ClaimsTaxes”). (b) Seller agrees to indemnify and hold harmless the Buyer ; provided, however, Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of Taxes shall not include any of the representations following Taxes: (A) Taxes to the extent included in the computation of Indebtedness, or warranties of Seller contained Unpaid UAV Transaction Expenses, in Article 2each case, as finally determined; or (1B) Taxes resulting from a breach by Seller Purchaser of any of its covenants covenant or agreements agreement contained in this Agreement; (C) Transfer Taxes which Seller is responsible for pursuant to Section 6.3(b); and (D) any Taxes resulting from any Purchaser Closing Date Transactions.

Indemnification by Seller. (a) From and after the Closing, Seller agrees shall, subject to the provisions of this Article XII, indemnify and hold harmless each of Buyer, Parent and their respective Affiliates (collectively, the “Buyer Indemnified Parties Parties”) from and against, and pay or reimburse the Buyer Indemnified Parties for, against any and all Adverse Consequences which Losses that are suffered or incurred by any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, resulting from or relating to any of the following matters: (a) prior to their expiration in accordance with Section 12.01, the inaccuracy of any representation or otherwise warranty made by Seller in Article IV (in each case, other than the Non-Healthcare Fundamental Seller Representations and the Healthcare Fundamental Seller Representations) as of the Closing Date, provided that each such representation or warranty shall be read disregarding any Company Material Adverse Effect or materiality qualification, except (i) for such qualifications in Section 4.07(a) and (b) and (ii) that materiality-based qualifiers that are included in a result of: defined term shall not be so disregarded; (1b) any prior to their expiration in accordance with Section 12.01, the inaccuracy in or breach of any of the representations Non-Healthcare Fundamental Seller Representations, as of the Closing Date, provided that each such representation or warranties contained warranty shall be read disregarding any Company Material Adverse Effect or materiality qualification, except that materiality-based qualifiers that are included in Article 3a defined term shall not be so disregarded; (c) prior to their expiration in accordance with Section 12.01, the inaccuracy of any of the Healthcare Fundamental Seller Representations, as of the Closing Date, provided that each such representation or warranty shall be read disregarding any Company Material Adverse Effect or materiality qualification, except (i) for such qualification in Section 4.11(g) and Section 4.11(h)(1) and (ii) that materiality-based qualifiers that are included in a defined term shall not be so disregarded; (d) prior to their expiration in accordance with Section 12.01, the failure by Seller, Company or Company Subsidiary to perform any covenant or agreement made by Seller or, solely with respect to covenants or agreements that by their terms apply or are to be performed prior to the Closing, Company or Company Subsidiary in this Agreement; (e) as a result of (i) any and all income Taxes imposed on Company or Company Subsidiary, or with respect to the Business, for any Tax period (and the portion of any Straddle Period) ending on or before the Closing Date; (1ii) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf and all Taxes of any current Person (other than Company, Company Subsidiary or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, Parent or any Liability of its Affiliates) imposed on Company or Company Subsidiary as a transferee or successor, by contract or pursuant to any law, rule or regulation (except, in each case, Taxes imposed pursuant to a contract the principal subject matter of which is not Taxes), which Taxes are due with respect to any equity interests in Tax period (and the Company (including with respect portion of any Straddle Period) ending on or before the Closing Date and relate to any options, warrants an event or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business transaction occurring prior to the Closing, (viiiii) any Taxes of any member (other than Company or Company Subsidiary) of any affiliated, consolidated, combined or unitary group (other than any such group of which Parent or any of its Affiliates is a member) for which Company or Company Subsidiary is liable as a result of Company’s or Company Subsidiary’s being a member of such group before the RestructuringClosing, including pursuant to Treasury Regulations Section 1. 1502-6 (or under any similar provision of foreign, state or local Law); and (viiiiv) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffersTaxes incurred that arise or result from the failure of Company, sustains Company Subsidiary or incurs directly or indirectly arising out of, relating Seller to or otherwise as a result of: (1) any inaccuracy in or breach of perform any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its their covenants or agreements contained in Article IX or Section 6.01(a)(vi), provided, however, that in the case of Company or Company Subsidiary this Agreement.clause (iv) shall apply only to such failures occurring prior to the Closing; and

Indemnification by Seller. (a) From and after the Closing, Seller agrees to shall defend, compensate, pay, reimburse, indemnify and hold harmless (whether or not related to a Third Party claim) Purchaser and its Affiliates and their respective owners, members, directors, officers, managers, employees, insurers and, in each case, their respective successors and assigns (collectively, the Buyer Indemnified Parties from “Purchaser Indemnitees”) from, for and against, and pay or reimburse the Buyer Indemnified Parties for, against any and all Adverse Consequences Damages (individually, a “Purchaser’s Indemnified Claim” and collectively, “Purchaser’s Indemnified Claims” and, together with the Seller’s Indemnified Claims, “Indemnified Claims”) which are suffered or incurred by any Purchaser Indemnitee or to which any Buyer Indemnified Purchaser Indemnitee may otherwise become subject (regardless of whether or not such Damages relate to any direct claim or Third Party suffers, sustains claim) and which arise from or incurs directly or indirectly arising out of, relating to or otherwise as a result of: , or are connected with: (1a) any inaccuracy in or breach of any representation or warranty made by Seller in this Agreement or in the certificate delivered pursuant to Section 2.7(b)(iii); (b) any breach of any covenant or agreement made by Seller or the Company (in the case of the representations Company, solely to the extent such breach occurred prior to Closing) in this Agreement or warranties contained in Article 3; the other Transaction Documents; (1c) any Indebtedness or Seller Transaction Expenses not taken into account of the Company prior to the Closing other than (i) to the extent the Adjustment Amount was decreased pursuant to Section 2.3(g) with respect to such Indebtedness and (ii) Indebtedness incurred in the payment under accordance with Section 1.3(c6.1(b); ; (1d) any Seller Taxes; ; (ive) any Proceeding that is disclosed on Schedule 3.12(aExcluded Assets to the extent relating to matters occurring prior to Closing; (f) the MIPA (including the Transition Services Agreement delivered pursuant thereto); and (vg) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”)Seller Retained Liability. (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreement.

Indemnification by Seller. (a) Subject to the other provisions of this Article 11, effective at or after the Closing, Seller agrees to shall indemnify Buyer and hold harmless its Affiliates (including the Subsidiary) and their respective successors and assigns (the “Buyer Indemnified Parties from and Indemnitees”) against, and pay or reimburse the Buyer Indemnified Parties for, Seller hereby agrees to hold each of them harmless from any and all Adverse Consequences which damage, loss, Liability and expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any Legal Proceeding whether involving a third-party claim or a claim solely between the parties hereto) (“Damages”) incurred or suffered by any Buyer Indemnified Party suffers, sustains Indemnitee or incurs directly or indirectly any of their respective successors and assigns arising out of, relating to or otherwise as a result of: : (1i) any inaccuracy in in, misrepresentation or breach of warranty (each such inaccuracy in, misrepresentation and breach of warranty, a “Warranty Breach”) made by Seller pursuant to this Agreement (provided that the determination of whether there has been any inaccuracy, misrepresentation or breach, and the calculation of the representations Damages, shall be made without giving effect to any materiality, Material Adverse Effect or warranties similar qualifiers contained therein other than those qualifiers specified on Schedule 10.02(a)(ii) hereto); (ii) any breach of covenant or agreement made or to be performed by Seller pursuant to this Agreement (other than covenants contained in Article 3; 8, which are addressed by Article 8 exclusively); (1iii) the matters set forth on Schedule 3.14(c) (the “Disclosed Claims”) to the extent any Indebtedness Disclosed Claim results in any inaccuracy in, misrepresentation or Seller Transaction Expenses not taken into account breach of Seller’s warranties set forth in Section 3.14 (other than any such warranties set forth in the payment under second sentence of Section 1.3(c3.14(c); (1) any Seller Taxes; ); (iv) any Proceeding that is disclosed on Schedule 3.12(a); Seller Shared Program Costs; (v) any claims by Excluded Liability; or (vi) any Liability of Seller or on behalf its Affiliates (including the Subsidiary) to the extent that it is not a Liability arising out of or relating to the Business (as currently or formerly conducted), the Purchased Assets or the Real Property; regardless of whether such Damages arise as a result of the negligence, strict liability or any other liability under any theory of law or equity of, or violation of any current Applicable Law by, Buyer; provided that with respect to a claim for indemnification pursuant to (x) Section 11.02(a)(i) (other than a Warranty Breach of Sections 3.02 (Corporate Authorization; Binding Effect), 3.04 (Subsidiary Capital Structure) and 3.16 (Finders’ Fees), for which the following limitations will not apply), (y) Section 11.02(a)(iii) or former holder or alleged holder of (z) Section 11.02(a)(iv): (A) Seller shall not be liable for any equity security of individual item where the Company (including Damages relating thereto are less than $15,000; provided that any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or claims arising out of the Restructuringsame occurrence, transaction or event or series of related occurrences, transactions or events (including similar occurrences, transactions or events at multiple Real Property locations) will be treated as a single claim for determining whether the threshold set forth in this Agreement, or clause (A) has been met; (B) Seller shall not be liable unless the transactions contemplated hereby or thereby, or any Liability aggregate amount of Damages with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company all such indemnification claims not disallowed pursuant to Section 8.9(a) hereof), clause (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viiiA), together with any claim by any Other Consent Costs for which Buyer Indemnified Party with respect has reimbursed Seller pursuant to any inaccuracy or breach Section 2.05, exceeds 1.25% of the Fundamental Representations, being referred Purchase Price and then only to herein collectively as the “Special Claims”)extent of such excess; and (C) Seller’s maximum Liability for all such indemnification claims shall not exceed 17.5% of the Purchase Price. (b) Notwithstanding anything in this Agreement to the contrary, the aggregate liability of Seller agrees under this Agreement with respect to indemnify Damages to Buyer Indemnitees for indemnification under this Section 11.02 (other than under Section 11.02(a)(v) and hold harmless Section 11.02(a)(vi) for which the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1following limitation shall not apply) any inaccuracy shall not be in or breach of any excess of the representations or warranties total amount of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreementthe Purchase Price.

Indemnification by Seller. (a) Except as specifically provided in this Section 8.2 and otherwise subject to this Article 8, Seller covenants and agrees to defend, indemnify and hold harmless the Buyer Indemnified Parties Company after the Closing and Purchaser and each of their respective officers, directors, employees, agents and Representatives (collectively, the “Indemnitees” and individually each an “Indemnitee”) from and against, and pay or shall compensate and reimburse each of the Buyer Indemnified Parties Indemnitees for, any and all Adverse Consequences Damages which are suffered or incurred by any Buyer Indemnified Party suffers, sustains of the Indemnitees (regardless of whether or incurs not such Damages relate to any third party claim) directly or indirectly arising out of, relating to or otherwise as a result of: resulting from the following: (1i) any inaccuracy in or breach Breach of any of the representations representation or warranties contained warranty made by Seller in Article 3; this Agreement or any other Transactional Agreement; (1ii) any Indebtedness Breach of any covenant or obligation by the Company or Seller under this Agreement or any other Transactional Agreement; (iii) any Excess Transaction Expenses not taken into account Expenses; (iv) (A) any and all unpaid Taxes which are imposed on, or with respect to (x) the Company or Seller for any Pre-Closing Period, and (y) the Transactions, including the Transfer Taxes as set forth in the payment under Section 1.3(c7.6(c); (1B) any Breach of any representation or warranty made by Seller in this Agreement or any other Transactional Agreement with respect to Taxes; and (ivC) any Proceeding that is disclosed on Schedule 3.12(aBreach of any covenant or obligation by the Company or Seller under this Agreement or any other Transactional Agreement with respect to Taxes (collectively, “Tax Matters”); or (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”)Specified Indemnification Matters. (b) Seller Purchaser agrees that, in the event of a claim for indemnification for Damages pursuant to indemnify Section 8.2(a)(i)-(v), as an application of payments, Purchaser shall seek to pay and hold harmless satisfy such claim first from the Buyer Indemnified Parties from and againstHoldback Amount, and second, if the Holdback Amount is insufficient to satisfy such claim, to pay and satisfy such claim with amounts recovered from Seller (for the avoidance of doubt, Purchaser may commence a claim against Seller under Section 8.2 and this application of payments provision shall be applicable to payment and satisfaction of such claim). For the avoidance of doubt, the right to satisfy claims from the Holdback Amount is not the exclusive remedy of Purchaser for amounts due pursuant to the terms of this Article 8 nor shall that amount be considered as liquidated damages for any Breach under this Agreement or reimburse any of the Buyer Indemnified Parties forTransactional Agreements. (c) Seller is not required to make any indemnification payment hereunder unless he has received, any and all Adverse Consequences which any Buyer Indemnified Party suffersprior to expiration of the applicable survival period set forth in Section 8.1(a), sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result ofwritten notice (“Claim Notice”) specifying: (1) to the extent known by Indemnified Party, Indemnified Party’s good faith estimate of the reasonably foreseeable maximum amount of the alleged Damages; and (2) a brief description, in reasonable detail (to the extent known by Indemnified Party), of the facts, circumstances or events giving rise to the alleged Damages based on Indemnified Party’s good faith belief thereof, including the identity and address of any inaccuracy third party claimant (to the extent known by the Indemnified Party), copies of any formal demand or complaint, and a statement as to whether the Damages relate to Company (including the Section of this Agreement under which such Indemnified Party is seeking indemnification). Seller shall have a period of sixty (60) days from receipt of the Claim Notice, within which to respond to claims by an Indemnitee. If Seller does not respond within such sixty (60)-day period, Seller shall be deemed to have accepted such claim, in which event Purchaser may withhold the amount of such claim from the Holdback Amount, and, if the Holdback Amount has been exhausted and the claim may be satisfied directly against Seller, Seller shall promptly make payment to the Indemnitee. If Seller disagrees with any claim set forth in a Claim Notice, Seller and the Indemnified Party submitting such Claim Notice shall attempt to resolve such disagreement in good faith for a period of sixty (60) days or breach such longer period as they may mutually agree. If such disagreement cannot be resolved then it shall become an Arbitrable Dispute and shall be resolved in accordance with Section 9.9 hereof. (d) No claims shall be made by any Indemnitee for indemnification pursuant to Section 8.2(a) unless and until the aggregate amount of Damages for which the Indemnitees seek to be indemnified pursuant to Section 8.2(a)(i) exceed One Hundred Thousand Dollars ($100,000) (the “Threshold Amount”), at which time the Indemnitees shall be entitled to seek indemnification for all such Damages (including all Damages included within the Threshold Amount starting from the first dollar); provided, however, that this Section 8.2(d) shall not apply to any claims resulting from: any reduction to the Total Consideration pursuant to Section 3.2(h), any Excess Transaction Expenses, any Known Breach, any Fraud Matter, any Tax Matters, or any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this AgreementSpecified Indemnification Matters.

Indemnification by Seller. (a) Subject to the provisions of this Article IX, effective as of and after the Closing, Seller agrees to indemnify shall indemnify, defend and hold harmless Purchaser and its Affiliates, and their respective officers, directors, employees, agents, successors and assigns (collectively, the Buyer “Purchaser Indemnified Parties Parties”), from and against, and pay or reimburse the Buyer Indemnified Parties for, against any and all Adverse Consequences which (A) Covered Losses incurred or suffered by any Buyer of the Purchaser Indemnified Party suffersParties, sustains or incurs directly or indirectly to the extent arising out of, relating to of or otherwise as a result of: resulting from (1i) any inaccuracy in or breach the failure of any of the representations Seller’s Fundamental Representations to be true and correct as of the date hereof and as of the Closing Date as if made on such date, (ii) any breach of any covenant or warranties agreement of Seller contained in Article 3; the Seller Pre-Closing Covenants, (1iii) any Indebtedness breach of any covenant or agreement of Seller Transaction Expenses not taken into account contained in this Agreement to be performed by Seller following the payment under Section 1.3(c); (1) any Seller Taxes; Closing, (iv) any Proceeding that is disclosed on Schedule 3.12(a); Liabilities of Seller or any of its Affiliates to the extent not relating to, arising out of or resulting from, the Company Group or their respective assets or the Business, or (v) any third-party claims by resulting from the Malware Incident and (B) Pre-Closing Taxes. (b) Notwithstanding any other provision to the contrary, (x) Seller shall not be required to indemnify, defend or hold harmless any Purchaser Indemnified Party against, or reimburse any Purchaser Indemnified Party for, (i) any Covered Losses pursuant to Section 9.2(a)(ii) or any Pre-Closing Taxes to the extent that such Covered Losses or such Pre-Closing Taxes, as applicable, are reflected, recorded or included in Funded Debt or Working Capital on behalf the Post-Closing Statement, or which were previously paid pursuant to Section 6.1, or to the extent a Cash Sweep Withholding Amount was left with the applicable Group Company with respect to such Pre-Closing Taxes, (i) any lost or reduced future revenues or profits or other Covered Losses, in each case arising out of or resulting from any current loss or former holder threatened loss of, or alleged holder of any equity security disruption or threatened disruption in, business opportunities of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this AgreementCompany Subsidiaries, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors relationship of the Company (including any claim made against or the Company pursuant to Section 8.9(a) hereof)Subsidiaries with their respective current or prospective customers or business relationships, (vi) other than the Business Liabilities, any Liability as a direct or indirect result of the Company arising with respect Malware Incident, or (iii) any breach of any covenant or agreement of Seller contained in the Seller Pre-Closing Covenants to the operation which Purchaser has Knowledge of the Business at or at any time prior to the Closing, (viiy) in no event shall the Restructuring, aggregate amount of Covered Losses for which Seller shall be liable pursuant to Section 9.2(a)(A)(v) exceed $10,000,000 and (viiiz) in no event shall the operations aggregate amount of Seller, Lijit, the Lijit Business or FMP Canada Inc Covered Losses for which Seller shall be liable pursuant to clause (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (bi) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1ii) a breach by Seller of any of its covenants or agreements contained in this AgreementSection 9.2(a)(A) exceed $25,000,000.

Indemnification by Seller. (a) Subject to the provisions of this Article X, effective as of and after the Closing, Seller agrees to shall indemnify and hold harmless Purchaser and its Affiliates (including, following the Buyer Closing, the Purchased Entity and its Subsidiaries) (collectively, the “Purchaser Indemnified Parties Parties”), from and against, and pay or reimburse the Buyer Indemnified Parties for, against any and all Adverse Consequences which Covered Losses incurred or suffered by any Buyer of the Purchaser Indemnified Party suffersParties to the extent related to, sustains resulting from or incurs directly or indirectly arising out of, relating to or otherwise as a result of: : (1i) any inaccuracy in or breach of any of the representations or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained Post-Closing Covenants, for the period such Post-Closing Covenant survives; or (ii) any Retained Liabilities. (b) Notwithstanding anything in this AgreementAgreement to the contrary, Seller shall not be required to indemnify or hold harmless any Purchaser Indemnified Party against, or reimburse any Purchaser Indemnified Party for, any Covered Losses to the extent such Covered Losses or the Liabilities from which such Covered Losses were derived or to which they relate are reflected, reserved, accrued, recorded or included in the Closing Working Capital, the Adjustment Amount or the Closing Funded Debt, in each case, as finally determined pursuant to this Agreement and to the extent that the effect thereof was to reduce the Final Secondary Equity Interests Cash Consideration as compared to what it would have been absent the reflection, reservation, accrual, recording or inclusion of such Covered Loss or Liability (with the intent of this provision to be to avoid “double counting”).

Indemnification by Seller. (a) Subject to the provisions of this Article IX and except with respect to indemnification for Taxes (which shall be governed exclusively by Article VI), effective as of and after the Closing, Seller agrees to indemnify shall indemnify, defend and hold harmless Purchaser and its Affiliates, and its and their respective officers, directors, managers, members, partners, equityholders, shareholders and employees, successors and assigns (collectively, the Buyer “Purchaser Indemnified Parties Parties”), from and against, and pay or reimburse the Buyer Indemnified Parties for, against any and all Adverse Consequences which Covered Losses incurred or suffered by any Buyer of the Purchaser Indemnified Party suffersParties, sustains or incurs directly or indirectly to the extent arising out of, relating resulting from or related to or otherwise as a result of: (1i) any inaccuracy in or of any of Seller’s Fundamental Representations, (ii) any breach of any covenant or agreement of the representations or warranties Seller contained in Article 3; (1) any Indebtedness or this Agreement to be performed by Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to following the Closing, (viiiii) any Retained Liability, whether such Liability arises before, on or after the RestructuringClosing, is known or unknown, contingent or accrued, (iv) pursuant to Section 2.11(e), or Section 5.7(d) (the “Seller Reimbursement Provisions”), and (viiiv) the operations Pre-Closing Reorganization (provided, however, that Seller shall only indemnify a Purchaser Indemnified Party for Covered Losses directly arising out of Seller, Lijit, the Lijit Business ’s actions or FMP Canada Inc (with the indemnifiable matters referred to omissions in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred Pre-Closing Reorganization and only to herein collectively as the “Special Claims”extent the matters giving rise to such Covered Losses are not the subject of any representation and warranty in Article III). (b) Notwithstanding any other provision to the contrary: (i) Seller agrees shall not be required to indemnify and indemnify, defend or hold harmless the Buyer any Purchaser Indemnified Parties from and Party against, and pay or reimburse the Buyer any Purchaser Indemnified Parties Party for, any Covered Losses pursuant to Section 9.2(a) to the extent that such Covered Losses are reflected in the Closing Purchase Price; and (ii) the cumulative indemnification obligation of Seller under Section 9.2(a)(ii) and all Adverse Consequences Section 9.2(a)(v) (other than Covered Losses constituting Taxes), in the aggregate, shall in no event exceed $800,000,000 (the “Cap”). (iii) Notwithstanding any other provision to the contrary, (i) the cumulative obligation of Seller under Section 9.2(a)(i), Section 9.2(a)(ii), Section 9.2(a)(iv) and Section 9.2(a)(v) and Article VI shall in no event exceed the amount of the Final Purchase Price and (ii) Seller shall not be liable for Covered Losses under Section 9.2(a)(i) until the aggregate amount of the Covered Losses thereunder exceeds the amount of coverage provided under the R&W Insurance Policy, in which event Seller shall be required to pay or be liable for only the aggregate amount of Covered Losses in excess of such amount of coverage provided under the R&W Insurance Policy. (c) Notwithstanding any Buyer Indemnified Party suffersother provision to the contrary (except for indemnification for Taxes, sustains or incurs directly or indirectly which is governed exclusively by Article VI), with respect to any Covered Losses to the extent arising out of, relating resulting from or related to, the RLC Ductless Business, any indemnification obligation that Seller may have under this Agreement (other than pursuant to or otherwise as a result of: Section 9.2(a)(i) (1with respect any Person other than JCH and any Purchased Venture in which JCH has an equity interest), Section 9.2(a)(ii) and Section 9.2(a)(v) and under any inaccuracy in or breach Seller Reimbursement Provision) shall be limited to sixty percent (60%) of any of the representations or warranties of Seller contained in Article 2; or such Covered Losses (1) a breach by Seller such portion of any of its covenants or agreements contained in this Agreementsuch Covered Losses, the “JCH Related Covered Losses”).

Indemnification by Seller. (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 agrees to shall indemnify and hold harmless Purchaser and its Affiliates, and each of their respective directors, officers, employees, agents and Representatives (collectively, the Buyer “Purchaser Indemnified Parties”), from and against any and all Losses incurred or suffered by any of the Purchaser Indemnified Parties from arising out of or related to: (i) any breach of any representation or warranty of Seller, at and as of the Closing as though made at and as of the Closing (unless made as of a specific date, in which case at and as of such date), contained in Article III (other than any representation or warranty of Seller contained in Section 3.15, the indemnification for which is governed exclusively by Article VII); (ii) any breach of any covenant or agreement of Seller contained in this Agreement; and (iii) the matters set forth on Section 10.2(a)(iii) of the Seller Disclosure Letter. (b) Notwithstanding any other provision to the contrary (except with respect to indemnification for Taxes (which shall be governed exclusively by Article VII) and for Seller Benefit Plans and Business Employees (which shall be governed by Article VI)): (i) for purposes of the determination of the existence or amount of any Losses (but not for the purposes of determining a breach) in respect of any such failure, any materiality or Business Material Adverse Effect standard or qualification contained in or otherwise applicable to such representation or warranty shall be disregarded; (ii) Seller shall not be required to indemnify or hold harmless any Purchaser Indemnified Party against, and pay or reimburse the Buyer any Purchaser Indemnified Parties Party for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result ofLosses: (1A) any inaccuracy in to the extent the related Liabilities were reflected in, reserved for or breach of any of the representations or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under determination of Working Capital on the Final Closing Statement or, with respect to indemnifiable Losses pursuant to Section 1.3(c10.2(a)(i), were specifically reflected or reserved in the Business Financial Statements (but only to the extent such Liabilities are readily identifiable on the face of the Business Financial Statements as a breach of the applicable representation or warranty); (1B) pursuant to Section 10.2(a)(i), for any Seller Taxes; claim unless such claim or series of related claims involve Losses in excess of $750,000 (ivthe “De Minimis Amount”) any Proceeding that is disclosed on Schedule 3.12(aand if such Losses do not exceed the De Minimis Amount, such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of the Purchaser Indemnified Parties’ Losses under Section 10.2(a)(i); or (vC) any claims by or on behalf of any current or former holder or alleged holder of any equity security pursuant to Section 10.2(a)(i), until the aggregate amount of the Company Purchaser Indemnified Parties’ Losses under Section 10.2(a)(i) exceeds one percent (including 1%) or the Purchase Price (the “Deductible”), after which Seller shall be obligated for the Purchaser Indemnified Parties’ Losses under Section 10.2(a)(i) for the amount of such Losses that exceeds the Deductible; provided that any stockholderclaim for indemnification under Section 10.2(a)(i) resulting from a breach of a Seller Fundamental Representation shall not be subject to the De Minimis Amount or the Deductible (collectively, option holderthe “Fundamental Indemnification Matters”); and (iii) the cumulative indemnification obligations of Seller under Section 10.2(a)(i) (other than the Fundamental Indemnification Matters) shall in no event exceed, warrant holder or holder of convertible promissory notesin the aggregate, ten percent (10%) relating to or arising out of the RestructuringPurchase Price (the “Cap”), and the cumulative indemnification obligations of Seller for the Fundamental Indemnification Matters, together with all other indemnification by Seller under this Agreement, or the transactions contemplated hereby or therebyshall in no event exceed, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijitaggregate, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”)Purchase Price. (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreement.

Indemnification by Seller. (a) The Seller hereby agrees to indemnify and defend, hold harmless and indemnify the Buyer Indemnified Parties Purchaser and its Affiliates and their respective employees, officers, directors, stockholders, partners and representatives from and againstagainst any losses, assessments, Liabilities, claims, damages, costs and pay expenses (including without limitation reasonable attorneys’ fees and disbursements) which arise out of or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: from: (1i) any inaccuracy in or misrepresentation in, breach of or failure to comply with, any of the representations representations, warranties, covenants or warranties agreements of the Seller or its Affiliates contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, including without limitation in the Disclosure Schedule, or in any other Closing Document or in any certificate or other instrument or document furnished or to be furnished by the Seller pursuant to this Agreement or any of the Closing Documents or in connection with the transactions contemplated hereby or thereby, or ; (ii) any Liability with respect claim by any person (other than the Company) claiming any rights to any equity interests in of the Company consideration payable or issuable pursuant to Section 2.1; (including with respect to iii) any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors Liabilities of the Company or its Affiliates other than the Approved Liabilities; or (including any claim made against iv) without limiting the Company pursuant to Section 8.9(a) hereofgenerality of the preceding clauses (i), (viii) other than the Business Liabilitiesand (iii), any Liability of the Company arising with respect to (a) the operation of the Business prior to the Closing, whether by the Company or either Predecessor Company or otherwise; and (viib) any Taxes attributable to the RestructuringBusiness for all periods prior to Closing, and (viii) all other Taxes of the operations of Seller, Lijit, Seller or its Affiliates; in each case under the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in foregoing sub-clauses (ii)-(viiia) and (b), together with inclusive, but excluding, for purposes of sub-clause (a) of this clause (iv), the Approved Liabilities; and all such losses, assessments, Liabilities, claims, damages, costs and expenses so arising out of or resulting from any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representationsforegoing clauses (i) through (iv), being inclusive, of this Section 11.14(a), or the matters described therein, are referred to herein collectively hereinafter as the “Special ClaimsPurchaser’s Losses;” provided, however, that the Seller shall not have any obligation so to indemnify the Purchaser on account of any breach of any representation or warranty pursuant to Section 11.14(a)(i) unless and until the Purchaser’s Losses paid, incurred, suffered or accrued by the Purchaser on account of all such breaches of representations and warranties exceed $100,000 in the aggregate, in which event the Purchaser will be entitled to such indemnification including such original $100,000; provided further, however, that the foregoing proviso shall not apply to the Seller’s representations and warranties under Sections 5.1(a), 5.1(f)(ii) and 5.1(k), respectively (collectively, the “Major Representations”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreement.

Indemnification by Seller. (a) Subject to the conditions and provisions of Section 12.4 and Section 12.5, from and after the Closing Date, Seller agrees and the Three-Station Sellers, jointly and severally, agree to indemnify indemnify, defend and hold harmless Buyer, the Three-Station Buyer, and their respective officers, directors, employees, agents and shareholders ("Buyer Indemnified Parties Parties") from and against, against and pay or reimburse the Buyer Indemnified Parties for, in any respect of any and all Adverse Consequences which any Buyer Indemnified Party suffersLosses, sustains asserted against, resulting to, imposed upon or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim incurred by any Buyer Indemnified Party with respect Parties, directly or indirectly, by reason of or resulting from: (a) any failure by Seller to pay, perform or discharge any Liabilities of Seller not expressly assumed by Buyer pursuant hereto or pursuant to any inaccuracy Buyer Document; (b) the business or operations of the Station during the period on or prior to the Closing Date (except to the extent Buyer has expressly assumed the Liability for any such Losses pursuant hereto); (c) any misrepresentation or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify representations and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2or made pursuant to this Agreement or any other Seller Document; or (1d) a any breach by Seller of any covenants of its covenants or agreements Seller contained in or made pursuant to this Agreement or any other Seller Document. Subject to the limitations on indemnification set forth in Article 12 of the Three-Station Agreement, Seller hereby agrees for the benefit of the Buyer Indemnified Parties to be jointly and severally liable with the Three-Station Sellers for any indemnification obligations of the Three-Station Sellers set forth in Article 12 of the Three-Station Agreement.

Indemnification by Seller. (a) Seller agrees to indemnify shall, indemnify, defend and hold harmless Purchaser, its Affiliates and their respective directors, officers, employees, shareholders, partners, members, principals, representatives and agents, and each of the Buyer successors and assigns of any of the foregoing (collectively, the “Purchaser Indemnified Parties Parties”) from and against, and pay or reimburse the Buyer Indemnified Parties for, against any and all Adverse Consequences which Damages suffered by any Buyer of the Purchaser Indemnified Party suffersParties resulting from, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: incurred with respect to (1without duplication) (collectively, “Seller Indemnifiable Damages”): 11.2.1. subject to Section 5.3, any breach of or inaccuracy in any representation or warranty of Seller in this Agreement or any of the other Closing Documents as if such representation or warranty were made as of the Closing Date, except where such representation or warranty is expressly made as of an earlier date, in which case, as of such earlier date; 11.2.2. any breach of any covenant or agreement of Seller contained in this Agreement; 11.2.3. any adverse change in the physical (not economic) condition of any of the representations Unit or warranties contained in Article 3; (1) any Indebtedness the Personal Property occurring between the date hereof and the Closing Date, ordinary wear and tear and damage or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf destruction as a result of any current fire or former holder other casualty excluded and work tenants are permitted to perform under Leases excluded; and 11.2.4. Seller’s failure to perform any liability or alleged holder obligation of any equity security of Seller under the Company (including any stockholderLeases, option holderContracts, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, Brokerage Agreements or any Liability other written contracts and agreements related to the Unit or any portion thereof; provided, however, that with respect to any equity interests in Leases, Contracts, Brokerage Agreements or other contracts and agreements assumed by Purchaser under this Agreement or the Company (including other Closing Documents, Seller’s failure to perform any liability or obligation shall be limited to matters first arising prior to the Closing Date. 11.2.5. if a court, arbitrator, government agency or other adjudication finds Seller to have been an employer, or joint employer with SCO, of the Property’s Employees, and consequently imposes liability on Buyer as Seller’s successor, with respect to any options, warrants acts or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations omissions of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreement.

Indemnification by Seller. Seller shall indemnify, defend and hold harmless Purchaser and its Affiliates, and each of their respective officers, directors, employees, agents and representatives (collectively, the "Purchaser Indemnified Parties") against any and all liabilities, judgments, demands, claims, settlements, losses, damages, fees, Liens, taxes, penalties, obligations and expenses (including reasonable attorneys' fees and expenses and costs and expenses of investigation) (collectively, "Losses") incurred or suffered, directly or indirectly, by any Purchaser Indemnified Party arising from, by reason of or in connection with (a) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or Seller's breach of any representation, warranty, covenant or obligation contained in this Agreement or in any Ancillary Agreement or any breach by a sublicensee of Seller of the representations or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf terms of any current or former holder or alleged holder of any equity security of the Company (including any stockholderits sublicense agreement, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) any use, sale, transfer or other disposition by Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay (or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains its sublicensees or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations foregoing Persons' respective transferees or warranties successors) of Seller contained in Article 2; any products or (1) a breach services under the Seller's License or the exercise by Seller of any of its covenants other rights or agreements contained in privileges granted to Seller under this Agreement, including any Losses arising in connection with personal injury, death, or property damage arising from the use, sale or transfer of the ClearCount SmartSponge® System, or (c) any costs, fees, and expenses incurred by Purchaser in connection with the activities of Purchaser contemplated by Section 3.3 of this Agreement; provided, however, that in no event shall the aggregate obligations of Seller (or its sublicensees or any of the foregoing Persons' respective transferees or successors) pursuant to the obligations of this Article 8 exceed the Purchase Price.

Indemnification by Seller. (a) Seller agrees to indemnify and shall defend, hold harmless and indemnify each of the Buyer Indemnified Parties Indemnitees from and against, and pay or shall compensate and reimburse each of the Buyer Indemnified Parties Indemnitees for, any and all Adverse Consequences Damages that are suffered or incurred by any of the Indemnitees or to which any Buyer Indemnified Party suffers, sustains of the Indemnitees may otherwise become subject at any time (regardless of whether or incurs directly not such Damages relate to any third-party claim) and that arise from or indirectly arising out of, relating to or otherwise as a result of: , or are connected with: (1i) any inaccuracy in or breach of any representation or warranty made by Seller in this Agreement or the Disclosure Schedule; (ii) any breach of the representations any covenant or warranties obligation of Seller contained in Article 3; this Agreement or any other Transaction Agreement with respect to which Seller is a Party; (1iii) any Indebtedness alleged or actual infringement, misappropriation or other violation by the Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) Proprietary Assets of any Seller Taxes; Proprietary Assets of any third party; (iv) any Proceeding that is disclosed on Schedule 3.12(a); Liability of Seller, other than the Assumed Liabilities; (v) any claims by Liability to which the Purchaser or on behalf of any current or former holder or alleged holder of any equity security of the Company other Indemnitees may become subject and that arises directly or indirectly from or relates directly or indirectly to any failure to comply with any bulk transfer law or similar Legal Requirement in connection with any of the Transactions; and (vi) any Proceeding relating directly or indirectly to any breach, alleged breach, Liability or matter of the type referred to in clauses (i) through (iv) above (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim Proceeding commenced by any Buyer Indemnified Party with respect to any inaccuracy or breach Indemnitee for the purpose of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of enforcing any of its covenants or agreements contained in rights under this AgreementSection 6).

Indemnification by Seller. (a) The Seller agrees to indemnify shall indemnify, defend and hold harmless the Buyer Indemnified Parties Purchaser, its Affiliates, directors, officers, employees, agents, representatives, successors and assigns from and against, and pay or reimburse the Buyer Indemnified Parties for, against any and all Adverse Consequences which losses, liabilities, damages, judgments, settlements and expenses (including reasonable attorneys' fees and expenses incurred in the investigation or defense of any Buyer Indemnified Party suffersof the same or in asserting, sustains preserving or incurs directly enforcing any of its or indirectly arising their rights hereunder (collectively, "DAMAGES")) that arise out of, relating to result from or otherwise as a result of: are related or incidental to: (1i) any inaccuracy in misrepresentation or breach of any Surviving Warranty on the part of Seller; (ii) any non-fulfillment or breach of the representations or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in covenants on the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security part of the Company (including any stockholderSeller or, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, the Company under this Agreement; (viiiii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party Person with respect to any inaccuracy to, or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: , any proposed Acquisition Proposal prior to the Closing Date with any Person other than the Purchaser; (1iv) any inaccuracy in or breach the item disclosed on SCHEDULE 4.8 of the Disclosure Schedule; item 2 disclosed on SCHEDULE 4.10 of the Disclosure Schedule; and item 2 disclosed on SCHEDULE 4.13 of the Disclosure Schedule; and (v) item 6 disclosed on SCHEDULE 4.10 of the Disclosure Schedule (the "XXXXXX CLAIM") (but only with respect to the first $100,000 of Damages arising therefrom and 70% of any additional Damages arising therefrom); PROVIDED, HOWEVER, that the parties hereby agree that the Purchaser shall have the right, on behalf of the representations Company, to control the negotiation of a settlement of the Xxxxxx Claim from the date hereof until such time as an arbitration or warranties litigation is filed or commenced ("PRE-ARBITRATION SETTLEMENT"), subject, in the case of any proposed settlement that does not include an unconditional release of Seller contained and its Affiliates from all liability with respect to the Xxxxxx Claim, to the consent of the Seller, which such consent shall not be unreasonably withheld or delayed, and in Article 2; or (1) a breach by Seller the event of any such Pre-Arbitration Settlement, the aggregate liability of its covenants or agreements contained the Seller hereunder with respect to the Xxxxxx Claim (including the first $100,000 of Damages arising therefrom and 70% of any additional Damages arising therefrom) shall in this Agreementno event exceed $600,000.

Indemnification by Seller. (a) Effective at and after the Closing, Seller agrees to shall indemnify Buyer, its Affiliates and hold harmless the Buyer Indemnified Parties from their respective successors and assignees against, and pay or reimburse the Buyer Indemnified Parties foragrees to hold each of them harmless from, any and all Adverse Consequences which Damages incurred or suffered by Buyer its Affiliates or any of their respective successors and assignees (collectively, “Buyer Indemnified Party suffers, sustains or incurs directly or indirectly Parties”) arising out of, relating to resulting from or otherwise as a result of: caused by: (1i) any inaccuracy in misrepresentation or breach of warranty of Seller (determined, except with respect to Sections 4.4(a) and 4.6(a), without regard to any of the representations qualification or warranties exception contained in Article 3; therein relating to materiality or Business Material Adverse Effect or any similar qualification or standard); (1ii) any Indebtedness breach of any covenant or agreement made or to be performed by Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); pursuant to this Agreement; (1iii) any Seller Taxes; Excluded Liability; (iv) any Proceeding in the event the Estimated Closing Working Capital Adjustment is more than the Final Closing Adjustment, the amount of the difference that is disclosed on Schedule 3.12(a)exceeds the Working Capital Escrow Amount; or (v) any claims failure by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, Seller or any Liability Subsidiary of Seller to comply with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”)applicable bulk transfer Laws. (b) Seller agrees No claim for indemnification (other than with respect to indemnify and hold harmless Excluded Matters) will be payable pursuant to Section 9.2(a)(i) unless the Damages suffered by the Buyer Indemnified Parties from and againstexceed an aggregate amount greater than three hundred thousand dollars ($300,000) (the “Threshold Amount”), and pay or reimburse in which case the Buyer Indemnified Party or Parties for, any and shall be entitled to be indemnified for all Adverse Consequences which any Damages incurred by such Buyer Indemnified Party suffersor Parties, sustains subject to Section 9.2(c) and Section 9.7. (c) In no event shall the maximum aggregate amount of Damages which the Buyer Indemnified Party or incurs directly or indirectly arising out ofParties shall be entitled to be indemnified against by Seller pursuant to Section 9.2(a)(i) exceed the amount of the Escrow Fund (the “Seller Indemnification Cap”), relating to or otherwise as a result of: (1) any inaccuracy in other than Damages for the misrepresentation or breach of any warranty of an Excluded Matter to which the representations maximum aggregate amount of Damages the Indemnified Party or warranties of Seller contained in Article 2; or (1) a breach Parties shall be entitled to be indemnified against by Seller of any of its covenants or agreements contained in this Agreementshall be the Purchase Price.

Indemnification by Seller. Subject to the provisions of this Article VI, from and after Closing, Seller and CTI, shall, jointly and severally, indemnify, defend and hold harmless Buyer and its Affiliates (collectively, the “Buyer Indemnitees”) from and against Losses, without duplication, whether or not involving a Third Party Claim, suffered, sustained, incurred or paid by any Buyer Indemnitee which arise out of, result from or relate to: (a) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any representation or warranty made by Seller and CTI in this Agreement (other than the Special Representations and Warranties in Article III) (it being understood that for purposes of this Article VI, such representations and warranties, other than the representations or and warranties contained in Article 3; Sections 3.6, 3.8, 3.10 (1other than Section 3.10(b)), 3.12, 3.14 and 3.16, shall be interpreted without giving effect to any qualifications or limitations as to “materiality”, “Material Adverse Effect” or terms of similar import); (b) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf breach of any current or former holder or alleged holder Special Representations and Warranties in Article III (it being understood that for purposes of any equity security of the Company this Article VI, such representations and warranties (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilitiesrepresentations and warranties contained in Section 3.1(b)) shall be interpreted without giving effect to any qualifications or limitations as to “materiality”, “Material Adverse Effect” or terms of similar import); (c) any Liability breach of the Company arising any covenant made by Seller and CTI in this Agreement (other than any covenant made by Seller and CTI in Sections 2.5(e), 5.3 and 5.8); (d) any breach of any covenant made by Seller and CTI in Sections 2.5(e), 5.3 and 5.8; (e) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with respect to the operation of the Business Seller or, prior to the Closing, Seller (viior any Person acting on their behalf) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (in connection with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2transactions contemplated hereby; (f) the Excluded Assets; or or (1g) a breach by Seller of any of its covenants or agreements contained in this Agreementthe Excluded Liabilities.

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 agrees 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 indemnify 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 and AHG shall, jointly and severally (subject to Section 8.8(b)), indemnify, defend and hold harmless the Buyer Indemnified Parties from Parties, from, against and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants Losses sustained or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim incurred by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to resulting from or otherwise as a result of: in respect of (1c) any inaccuracy in or Apria Liabilities, (d) any breach by Apria Healthcare LLC of any covenant, representation or warranty under the Contribution Agreements or (e) any breach of the representations or and warranties set forth in the last sentence of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this AgreementSection 4.11(d).

Indemnification by Seller. From and after the Closing, subject to the provisions of this Article VIII, Seller shall indemnify Buyer, its Affiliates (a) Seller agrees to indemnify including the Company), and hold harmless the each of their respective Representatives, successors, and assigns (each, a “Buyer Indemnified Parties from and Party”) against, and pay or reimburse be liable to the Buyer Indemnified Parties for, and hold each Buyer Indemnified Party harmless from any and all Adverse Consequences which any Losses sustained, suffered, imposed upon or incurred by such Buyer Indemnified Party suffersParty, sustains or incurs directly or indirectly indirectly, based upon, as a result of, arising out of, or relating to or otherwise as a result of: to: (1a) any breach of or inaccuracy in (i) any representation or warranty made by Seller in this Agreement or in any Ancillary Agreement or (ii) certificate delivered by Seller pursuant to this Agreement; (b) any breach of or failure by Seller to perform or fulfill any covenant or agreement of Seller contained in this Agreement or in any Ancillary Agreement that is required to be performed following the Closing; (c) any Company Indebtedness and Company Transaction Expenses outstanding as of the representations or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses Closing and not taken into account in calculating Closing Company Indebtedness or Closing Company Transaction Expenses pursuant to Section 2.4; and (d) to the payment under Section 1.3(c); extent not otherwise taken into account as an adjustment to the Purchase Price, any Liability for Taxes (1i) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to of its Subsidiaries for any equity interests in Pre-Closing Tax Periods, (ii) of another Person imposed on the Company (including with respect to or any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors its Subsidiaries as a result of the Company or any of its Subsidiaries being (including any claim made against or ceasing to be) on or prior to the Company Closing Date (x) a member of an affiliated, consolidated or combined group pursuant to Treasury Regulation Section 8.9(a1.1502-6 or any similar or analogous provision of state, local or foreign Law prior to the Closing Date or (y) hereofa transferee or successor by Contract or otherwise (other than a Contract or similar arrangement the primary purpose of which is not the sharing of Taxes), (vi) other than the Business Liabilities, any Liability of the Company arising with respect which relate to the operation of the Business an event occurring at or prior to the Closing, (viiiii) the Restructuring, which are Transfer Taxes that Seller is responsible for pursuant to Section 9.4 and (viiiiv) which are the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters Taxes referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach the last sentence of the Fundamental Representations, being referred to herein collectively as the “Special Claims”Section 9.1(a) and Section 9.1(b). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreement.

Indemnification by Seller. (a) From and after the Closing, subject to the limitations set forth in Sections 8.1 and 8.6, Seller agrees to indemnify hereby indemnifies and hold holds Buyer, the Companies and the AEC Subsidiary and their officers, directors, Affiliates, shareholders, partners, successors and assigns (collectively, the “Buyer Indemnified Parties”) harmless from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys’ fees and expenses incurred in connection therewith, but specifically excluding consequential, punitive and other special damages regardless of legal theory (collectively, “Losses”) (provided, however, that any lost profits claimed by Buyer under Section 10.25 shall not be considered consequential damages but rather direct damages, and shall be otherwise recoverable as Losses and determined as follows: $9,700 per day ($291,000 per 30 days)) that the Buyer Indemnified Parties from and againstsuffer or incur, and pay or reimburse the Buyer Indemnified Parties forbecome subject to, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: , arising from or in connection with: (1i) any breach or inaccuracy in or breach of any of the representations and warranties made by the Companies or warranties contained Seller in Article 3this Agreement; (ii) any failure of Seller or the Seller Parent Guarantor to carry out, perform, satisfy and discharge any of its covenants or agreements under this Agreement that are required to be performed following the Closing; (iii) all Environmental Liabilities arising out of or relating to the Business Operations or ownership, use or operation of the Real Property, the Facilities or any other presently or past owned property by the Companies or AEC Subsidiary, to the extent such Environmental Liabilities were incurred or otherwise arose on or before the Closing Date (the “Pre-Closing Environmental Liabilities”), including without limitation, (i) any Environmental Condition, Environmental Claim or Environmental Noncompliance, in any case to the extent first occurring or in existence prior to the Closing Date; (1ii) fines or penalties assessed by any Indebtedness Governmental Authority for any Environmental Noncompliance first occurring or Seller Transaction Expenses not taken into account in existence prior to the payment under Section 1.3(c)Closing Date; (1iii) those relating to the shipment, transfer, treatment, storage, disposal, recycling, management or Release of Hazardous Materials or Petroleum Products generated, handled or used as a result of or in connection with any Seller TaxesBusiness Operations at the Real Property or any fee owned or lease property previously owned and leased and subsequently conveyed or relinquished to a third party or any real property exclusively owned by a third party (such as a third party owned or controlled waste recycling, storage, treatment or disposal site), in any case to the extent first occurring or in existence prior to the Closing Date; (iv) any Proceeding the obligations and costs of Remediation or other damages that is disclosed on Schedule 3.12(a); (v) any claims by have been incurred or on behalf required or are being incurred or required to be compensated under Environmental Laws because of any current Environmental Claims, Environmental Conditions or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect Environmental Noncompliance to the operation of the Business extent first occurring or in existence prior to the ClosingClosing Date; and (iv) a diesel fuel release in 2016 from a pipeline discovered in January 2016 in a creek at or near the AEC Real Property located at 0000 00xx Xxxxxx XX, (vii) the RestructuringXxxxxxxxxx, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii)Xxxxxxx, together with any claim by any Buyer Indemnified Party a second release on or about July 2016 in connection with respect to any inaccuracy or breach an unsuccessful repair of said pipeline, the Fundamental Representationsinitial release and discovery being described in a Chubb Insurance coverage letter of March 10, being referred to herein collectively as 2016 (the “Special ClaimsPipeline Release”). (b) All representations and warranties of the Companies and Seller in this Agreement shall survive until the Indemnification Termination Date; provided, however, that (i) the Fundamental Representations shall survive indefinitely, (ii) the Pre-Closing Environmental Liabilities arising as a consequence of activities emanated from or directly associated with Business Operations on the Real Property and/or Facilities shall survive for fifty-four (54) months from the Closing Date, and (iii) the Pre-Closing Environmental Liabilities arising as a consequence of activities not emanated from or directly associated with Business Operations on the Real Property and/or Facilities (as an example, Pre-Closing Environmental Liabilities for Releases at disposal sites or drum cleaning sites) shall survive for ten (10) years from the Closing Date. All covenants and agreements of Seller and the Companies in this Agreement that are required to be performed (i) prior to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Buyer Indemnified Parties shall have the right to be indemnified and held harmless under (i) Section 8.1(a)(i) in respect of the representations and warranties of the Companies or Seller only if such right is asserted in writing on or before the Indemnification Termination Date, and (ii) Section 8.1(a)(iii) only if such right is asserted within, as applicable, fifty-four (54) months or ten (10) years after the Closing, each in accordance with the terms of this Agreement; provided that Fundamental Representations, and their associated timeline to be asserted, survive indefinitely. (c) The Buyer Indemnified Parties may only assert a claim for indemnification against Seller for any matter not involving a third party by giving written notice to Seller specifying in reasonable detail the basis for such claim. (d) Seller may, but shall not be required to, procure (either before or after Closing) at its sole cost and expense an environmental insurance policy on which both Seller and Buyer are named and/or additional insureds, on commercially reasonable terms and conditions reasonably acceptable to both Seller and Buyer (the “Environmental Insurance Policy”). If the Environmental Insurance Policy has been issued and is outstanding, prior to seeking or obtaining indemnification with respect to Pre-Closing Environmental Liabilities pursuant to Section 8.1(a)(iii) for costs covered under such Environmental Insurance Policy above any applicable retention or deductible set forth in such Environmental Insurance Policy, Buyer, on behalf of itself and the other Buyer Indemnified Parties, agrees first to (a) timely tender such claim for Pre-Closing Environmental Liabilities for coverage under any such Environmental Insurance Policy to the insurer that issued such coverage (the “Environmental Insurer”), and (b) to exercise commercially reasonable diligence, and utilize commercially reasonable efforts, to obtain coverage for such Pre-Closing Environmental Liabilities in compliance with the terms and conditions of such Environmental Insurance Policy. Seller shall cooperate with Buyer on a commercially reasonable basis, to the extent requested by Buyer, with respect to any such claim for insurance coverage, and Seller shall independently have the right, at its sole discretion, to seek coverage under such Environmental Insurance Policy for Pre-Closing Environmental Liabilities with respect to costs incurred by Seller or otherwise. Buyer and Seller agree that any such Environmental Insurance Policy shall provide first recourse coverage with respect to any Pre-Closing Environmental Liabilities, subject to any applicable policy retentions or deductibles, and that any Seller indemnification obligations pursuant to Section 8.1(a)(iii) shall to be excess of any coverage provided by such Environmental Insurance Policy or any other insurance or indemnification applicable to such Pre-Closing Environmental Liabilities. If and to the extent the Environmental Insurer (i) denies a claim for coverage tendered by Buyer, notwithstanding Buyer’s commercially reasonable diligence and efforts in pursuing coverage for such claim, or (ii) does not acknowledge its obligation to provide coverage for such claim within 120 days after its receipt of notification of such claim (collectively, an “Unresolved Insurance Claim”), Buyer may proceed to assert a claim for indemnity under Section 8.1(a)(iii) with respect to Pre-Closing Environmental Liabilities in excess of any applicable retentions or deductibles in the Environmental Insurance Policy. To the extent Buyer submits such a claim for indemnification pursuant to Section 8.1(a)(iii) after such denial or delay, Buyer, upon receipt of payment of the claim, at Seller’s request, shall assign to Seller such applicable Unresolved Insurance Claim with respect to Pre-Closing Environmental Liabilities indemnified pursuant to Section 8.1(a)(iii), and otherwise shall assist and cooperate with any Seller efforts to recover under any Environmental Insurance Policy with respect to such Unresolved Insurance Claim. In the event that Buyer receives any proceeds from an Unresolved Insurance Claim with respect to Pre-Closing Environmental Liabilities for which it has received payment from Seller for a claim for indemnification pursuant to Section 8.1(a)(iii), Buyer, upon receipt of such insurance proceeds, shall promptly transfer the amount of such insurance proceeds to Seller in cash by wire transfer of immediately available funds to the account(s) designated by Seller in writing. (e) Seller shall not be required to indemnify and hold harmless the Buyer Indemnified Parties from under Section 8.1(a)(i) unless and against, and pay or reimburse until the amount of all Losses for which indemnification is sought by the Buyer Indemnified Parties forthereunder first exceeds $1,000,000 (the “Deductible”), in which event all amounts sought by the Buyer Indemnified Parties in excess of the Deductible shall be subject to indemnification; provided, however, that Seller’s aggregate obligation to indemnify the Buyer Indemnified Parties under Sections 8.1(a)(i) and (iii) shall not exceed $12,000,000 (the “Cap”). Losses for breaches or inaccuracies of the Fundamental Representations shall not be subject to the Deductible or the Cap, but in no event shall exceed the Purchase Price. Losses under Section 8.1(a)(iii) shall not be subject to the Deductible but shall be subject to the Cap. The aggregate amount of insurance proceeds received by the Buyer Indemnified Parties under any Environmental Insurance Policy pursuant to Section 8.1(c) shall also be credited towards satisfaction of the Cap and shall also be credited towards the Escrow Account to the extent set forth in Section 8.4(b). Once Buyer has received indemnity proceeds from any combination of the Escrow Account or Seller that equals the Cap, Seller shall have no further liability to Buyer pursuant to Sections 8.1(a)(i) and (iii), except with respect to the Fundamental Representations, the Buyer Indemnified Parties agree to surrender to Seller any and all Adverse Consequences of their right, title and interest in and to the Environmental Insurance Policy and execute such documentation as may be required by Seller or the insurer thereunder to effectuate such surrender. The Deductible and the Cap shall not apply to any of Seller’s indemnification obligations under Section 8.1(a)(ii), but in no event shall Seller’s aggregate obligation to indemnify the Buyer Indemnified Parties under Section 8.1(a)(ii) exceed the Purchase Price. (f) Notwithstanding any other provision of this Agreement, none of the Buyer Indemnified Parties shall be entitled to, and the Buyer Indemnified Parties shall be deemed to have waived all claims and rights to, indemnification hereunder for any Losses to the extent that reserves or accruals have been established or reflected on the Final Balance Sheet for the Losses for which any indemnification is sought. All Losses claimed by a Buyer Indemnified Party suffers, sustains pursuant to this Article VIII (whether or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1not resolved through the provisions hereof) any inaccuracy in or breach shall not be the subject of any adjustment pursuant to Section 2.3 and, by making a claim for indemnification under this Article VIII, Buyer, on behalf of itself and the representations other Buyer Indemnified Parties, shall be deemed to have waived any rights it or warranties they may have under Section 2.3 with respect to any such Losses. (g) For purposes of Seller determining whether the thresholds in this Section 8.1 have been surpassed and/or determining the amount of any Losses subject to indemnification under this Section 8.1, all “material,” “Material Adverse Effect,” “material and adverse” or similar materiality type qualifications contained in Article 2any representations and warranties shall be disregarded; or provided, however, that (1i) a breach by Seller of any of its covenants or agreements such qualifications contained in this AgreementSection 3.10 shall not be disregarded for such purposes and (ii) when such qualifications are used in a definitional manner (e.g., Material Contract), such qualifications shall not be disregarded.

Indemnification by Seller. (a) From and after the Closing Date, but subject to the conditions and limitations set forth in this Agreement, which shall be controlling, Seller agrees to shall indemnify and hold Buyer and its affiliates, managers, directors, officers, partners, employees, agents and representatives, and the successors and permitted assigns of any of the foregoing (collectively, “Buyer Indemnitees”) harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, against any and all Adverse Consequences which any Buyer Indemnified Party suffersloss, sustains cost, damage or incurs directly expense (including reasonable attorneys’ fees) resulting from or indirectly arising out of, relating to or otherwise as a result of: of (1i) any inaccuracy breach by Seller of Section the representations and warranties in Section 3.1.1, 3.1.2, 3.1.4, 3.1.8(a) or 3.1.17 or (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 herein (collectively, “Damages”). The Parties agree that the Seller will not be deemed to have breached any of the representations or warranties contained set forth in Article 3; (1Section 3.1.8(a) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the extent such representations or warranties are made untrue, incorrect or inaccurate by the issuance of Seller contained additional Membership Interests by the Company solely in Article 2; or (1) a breach connection with the repayment of outstanding intercompany debt owed by Seller of any of its covenants or agreements contained in this Agreementthe Company to Seller. 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. (a) Seller agrees to shall indemnify and hold harmless the Buyer Indemnified Parties Purchaser, Newco and their affiliates and each of their directors, officers, employees, advisors, agents and stockholders at all times from and against, after the Closing Date against and pay or reimburse the Buyer Indemnified Parties for, with respect to any and all Adverse Consequences claims, demands, lawsuits, proceedings, losses, assessments, taxes, fines, penalties, administrative orders, obligations, costs, expenses, liabilities and damages, interest, reasonable attorneys' fees and costs of investigation (all of the foregoing hereinafter referred to collectively as "CLAIMS") which any Buyer Indemnified Party suffers, sustains arise or incurs directly or indirectly arising out of, relating result from and to or otherwise as a result of: the extent they are attributable to: (1) any inaccuracy in the Excluded Liabilities and/or the Retained Assets; (2) the untruth or breach of any of the representations representation or warranties contained warranty made by Seller pursuant to this Agreement or any other agreement or document executed and delivered by Seller in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or connection with the transactions contemplated hereby or therebyhereby; (3) the breach of, or failure to perform, any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company covenants, commitments, obligations or agreements on the part of Seller under this Agreement or any other agreement or document executed and delivered by Seller in connection with the transactions contemplated hereby; (including any claim made against the Company pursuant to Section 8.9(a4) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation by Seller and/or Newco of the Business prior to the ClosingClosing (except with respect to Assumed Liabilities relating to such pre-Closing operation); and (5) any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs and legal and other expenses incident to any of the foregoing. Seller shall have no liability with respect to the matters described in Section 7(b)(2) until the aggregate of all claims for which an indemnity would otherwise be payable by Seller exceeds $50,000 in the aggregate (the "BASKET"), and in such event, Seller shall be responsible only for the amount in excess of the Basket, but in no case shall the liability of Seller (i) with respect to the matters described in Section 7(b)(2) (other than matters arising in respect of Sections 4(d), (viie), (g), (h) and (i)) or the RestructuringXxxx of Sale and, to the extent they apply to claims under Section 7(b)(2), the matters described in Section 7(b)(5), exceed $850,000, and (viiiii) with respect to the operations matters described in Section 7(b)(2) arising in respect of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viiiSections 4(d), together with any claim by any Buyer Indemnified Party (e), (g), (h) and (i) or with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the Seller's representations or and warranties of which the Seller contained in Article 2; had Knowledge at any time prior to the date on which such representation and warranty is made or (1) a any breach by Seller of any of its covenants covenant or agreements contained obligation pursuant to this Agreement or any other agreement or document executed and delivered by Seller in this Agreementconnection with the transactions contemplated hereby, exceed the Purchase Price (collectively, the "CAP").

Indemnification by Seller. (a) Subject to the terms and conditions of this ARTICLE XII, Seller agrees to indemnify indemnify, defend and hold harmless Parent, its shareholders, officers, directors, employees, attorneys, all subsidiaries and affiliates of Parent, and the Buyer Indemnified Parties from respective officers, directors, employees and attorneys of such entities (all such persons and entities being collectively referred to as the "Purchaser Group") from, against, for and pay or reimburse the Buyer Indemnified Parties for, in respect of any and all Adverse Consequences which Losses asserted against, relating to, imposed upon or incurred by Parent and/or any Buyer Indemnified Party suffersother member of the Purchaser Group by reason of, sustains resulting from, based upon or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations following (collectively, "Indemnifiable Losses"): (i) the breach, inaccuracy, untruth or warranties incompleteness of any representation or warranty of Seller contained in Article 3; or made pursuant to this Agreement or any certificate, schedule or exhibit delivered by Seller in connection with this Agreement; (1ii) the breach or nonperformance of any covenant or agreement of Seller contained in or made pursuant to this Agreement or any of the Ancillary Agreements; (iii) any Indebtedness Losses arising out of any oral contract to which Seller is a party and which is not disclosed to Purchaser in writing on or Seller Transaction Expenses not taken into account in prior to the payment under Section 1.3(c); (1) any Seller Taxes; date of this Agreement; (iv) any Proceeding that is disclosed on Schedule 3.12(a)Excluded Liability; or (v) any claims breach by or on behalf Seller of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”)ARTICLE XII. (b) Subject to Section 12.2(c), Seller agrees shall not be required to indemnify Parent and/or any other member of the Purchaser Group for any Indemnifiable Losses under Section 12.2(a) until the aggregate amount of all Indemnifiable Losses under all individual Indemnification Claims shall exceed $50,000 (the "Seller's Indemnification Floor"); PROVIDED, HOWEVER, that if the aggregate amount of Indemnifiable Losses in respect of such Indemnification Claims shall exceed the Seller's Indemnification Floor, Seller shall indemnify Purchaser for all Indemnifiable Losses in respect of such Indemnification Claims, subject to the further limitations set forth in this ARTICLE XII. The aggregate amount for which Seller may be liable under this ARTICLE XII shall not exceed $250,000. (c) Purchaser's sole and hold harmless exclusive remedy against Seller for any Losses shall be indemnification under this ARTICLE XII; PROVIDED, HOWEVER, that (A) nothing contained in this ARTICLE XII shall limit in any manner any remedy at law or in equity to which Purchaser or any other member of the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise Purchaser Group shall be entitled against Seller as a result of: of willful fraud or intentional misrepresentation by Seller, or any of its representatives or agents and (1B) the provisions of Sections 12.2(b) above shall not limit, in any inaccuracy in or manner, Seller's obligation to indemnify members of the Purchaser Group for any breach of any covenant or agreement of Seller to be performed by Seller following the Closing Date, including, without limitation, Seller's obligation to perform and discharge all Excluded Liabilities and Seller's obligations arising out of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Confidentiality Agreement, and the Ancillary Agreements.

Indemnification by Seller. (a) From and after the Closing, subject to the provisions of this Article XII, Seller agrees to shall indemnify Purchaser, its Affiliates (including the Companies), and hold harmless the Buyer each of their respective Representatives, successors, and assigns (each, a “Purchaser Indemnified Parties from and Party”) against, and pay or reimburse be liable to the Buyer Purchaser Indemnified Parties for, and hold each Purchaser Indemnified Party harmless from and against any and all Adverse Consequences which any Buyer Losses suffered, sustained or incurred by such Purchaser Indemnified Party suffersas a result of, sustains or incurs directly or indirectly arising out of, relating with respect to or otherwise as a result of: relating to: (1i) any breach of or inaccuracy in any representation or warranty made by Seller in Article IV; (ii) any breach or failure by Seller or Seller Parent to perform any covenant or agreement of any of the representations Seller or warranties Seller Parent contained in Article 3; this Agreement; (1iii) any Indebtedness Closing Date Indebtedness, to the extent not paid at Closing pursuant to Section 2.3(a)(iii), or Seller any Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims Expense incurred by or on behalf of any current or former holder or alleged holder of any equity security Company prior to Closing that was not paid prior to Closing; and (iv) the matters set forth on Section 12.2(a)(iv) of the Company Seller Disclosure Schedule; (including b) From and after the Closing, subject to the provisions of this Article XII, Seller shall indemnify the Purchaser Indemnified Parties against, be liable to the Purchaser Indemnified Parties for, and hold each Purchaser Indemnified Party harmless from and against any stockholderand all Losses suffered or incurred by such Purchaser Indemnified Party as a result of, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes)of, or relating to to: (i) any alleged breach of fiduciary duty or inaccuracy in any representation or warranty made by the directors Companies in Article V; (ii) any breach of the or failure by a Company (including to perform any claim made against the covenant, agreement or obligation of such Company pursuant contained in this Agreement or any other Related Agreement that was to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business be performed at or prior to the Closing; and (iii) any Liability for Taxes imposed on a Company for Indemnifiable Taxes (for the avoidance of doubt, (vii) the Restructuring, and (viii) the operations without duplication of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred amounts paid pursuant to in sub-clauses (ii)-(viiiSection 9.1(d), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreement.

Indemnification by Seller. (a) Subject to the provisions of this Article IX and except with respect to indemnification for Taxes other than Taxes of any Purchased Non-Consolidated Venture or any Subsidiary thereof to the extent such Taxes are Retained Liabilities (it being understood that indemnification for Taxes other than Taxes of any Purchased Non-Consolidated Venture or any Subsidiary thereof shall be governed exclusively by Article VI), effective as of and after the Closing, Seller agrees to indemnify shall indemnify, defend and hold harmless Purchaser, its Affiliates and each of Purchaser’s and such Affiliates’ respective officers, directors, agents, successors and assigns (collectively, the Buyer “Purchaser Indemnified Parties Parties”), from and against, and pay or reimburse the Buyer Indemnified Parties for, against any and all Adverse Consequences which Covered Losses incurred or suffered by any Buyer of the Purchaser Indemnified Party suffersParties, sustains or incurs directly or indirectly to the extent arising out of, relating to of or otherwise as a result of: resulting from (1i) any inaccuracy in or breach of any representation or warranty of Seller contained in Article III (other than the representations or and warranties contained in Article 3; Section 3.14 (1Taxes)) (in each case, without giving effect to any Indebtedness “Business Material Adverse Effect,” “materiality” or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholdersimilar qualifications, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability except with respect to any equity interests (x) the representations and warranties set forth in the Company Section 3.7(c) (including with respect to any options, warrants or convertible promissory notesAbsence of Business Material Adverse Effect), or relating Section 3.6(b) (Financial Statements) and Section 3.15(a) (Employee Benefit Plans) and (y) reference to the defined term “Material Contract”; (ii) any alleged breach of fiduciary duty by the directors any covenant or agreement of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, Seller contained in this Agreement; and (viiiiii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”)Retained Liabilities. (b) Except with respect to Taxes other than Taxes of any Purchased Non-Consolidated Venture or any Subsidiary thereof to the extent such Taxes are Retained Liabilities (it being understood that indemnification for Taxes other than Taxes of any Purchased Non-Consolidated Venture or any Subsidiary thereof shall be governed exclusively by Article VI), notwithstanding any other provision to the contrary: (i) Seller agrees shall not be required to indemnify and indemnify, defend or hold harmless the Buyer any Purchaser Indemnified Parties from and Party against, and pay or reimburse the Buyer any Purchaser Indemnified Parties Party for, any Covered Losses pursuant to any claim under Section 9.2(a)(i) until the aggregate amount of the Purchaser Indemnified Parties’ Covered Losses under Section 9.2(a)(i) exceeds $1,500,000 (the “Deductible”), after which Seller shall be obligated for all the Purchaser Indemnified Parties’ Covered Losses under Section 9.2(a)(i) in excess of the Deductible, subject to Section 9.2(b)(ii) and all Adverse Consequences which 9.2(b)(iii); provided that any Buyer claim for indemnification under Section 9.2(a)(i) resulting from a breach of a Seller Fundamental Representation shall not be subject to the Deductible; (ii) Seller shall not be required to indemnify, defend or hold harmless any Purchaser Indemnified Party suffersagainst, sustains or incurs directly reimburse any Purchaser Indemnified Party for, any Covered Losses to the extent that such Covered Losses are reflected, recorded or indirectly arising out of, relating to or otherwise as included in Working Capital on the final Post-Closing Statement; and (iii) the cumulative indemnification obligation of Seller under Section 9.2(a)(i) (other than any indemnification obligation under Section 9.2(a)(i) resulting from a result of: (1) any inaccuracy in or breach of any of a Seller Fundamental Representation) shall in no event exceed $39,750,000 (the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreement“Cap”).

Indemnification by Seller. After the Closing and subject to the terms and conditions of this Article IX: (a) Seller agrees to will indemnify and hold harmless the Parent, Buyer, Company and any subsidiaries and their respective Affiliates (other than Seller and Seller’s Related Persons) and Representatives (other than Seller) (collectively, “Buyer Indemnified Parties from and againstIndemnitees”) from, and pay or and reimburse the each Buyer Indemnified Parties Indemnitee for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs Losses directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out from: (i) any breach or inaccuracy of the Restructuring, this Agreement, any representation or the transactions contemplated hereby warranty made by Seller in Article III or thereby, or of any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty certificate delivered by the directors of the Company (including any claim made against the Company Seller pursuant to Section 8.9(a7.1(a) hereof), or (viii) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”)any covenant or agreement of Seller in this Agreement. (b) Seller agrees to will indemnify and hold harmless the each Buyer Indemnified Parties from and againstIndemnitee from, and pay or and reimburse the each Buyer Indemnified Parties Indemnitee for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs Losses directly or indirectly arising out of, relating to or otherwise as a result ofarising from: (1i) any breach or inaccuracy of any representation or warranty made by Seller or Company in this Agreement (other than in Article III) or of any certificate delivered pursuant to Section 7.1 (other than Section 7.1(a)) delivered by Seller to Buyer prior to the Closing Date); or (ii) any breach of any covenant or agreement of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained Company in this Agreement. (c) The Parties acknowledge that Seller will not indemnify and hold harmless Parent, Buyer or Company for any claims raised by them in connection with value of the Assets, other than on account of a breach of the representations set forth in Section 4.10(a) with respect to the Accounts Payables included in the Interim Balance Sheet.

Indemnification by Seller. (a) Subject to the provisions of Section 13.4, from and after the Closing Date, Seller agrees to shall indemnify and hold harmless the Buyer Indemnified Parties from Buyer, Buyer's Affiliates, the Company, each of their respective present and againstfuture directors, officers, employees, consultants and agents, and pay or reimburse each of the Buyer Indemnified Parties fordirectors, any officers, heirs, executors, successors and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach assigns of any of the representations or warranties contained in Article 3; foregoing (1collectively, the "Buyer Indemnified Parties") from and against any Indebtedness or and all (i) Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims Environmental Obligations and Excluded Liabilities incurred by or on behalf of asserted against any current or former holder or alleged holder of any equity security of the Company Buyer Indemnified Parties, INCLUDING, WITHOUT 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 (including WHETHER COMMON OR STATUTORY) OR EQUITY and (ii) subject to the limitations of Section 11.1 and Article XII, any stockholderCovered Liability resulting from, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of or on account of any breach, failure or nonfulfillment of any representation, warranty, covenant or agreement on the Restructuring, part of Seller which is expressly set forth in this Agreement. Notwithstanding anything herein provided to the contrary, Seller shall only be liable to Buyer's Affiliates pursuant to this Section 13.2 to the extent that it would have been liable to the Buyer or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to this Section 8.9(a) hereof), (vi) other than 13.2 if the Business Liabilities, any Liability of the Company arising with respect obligations or liabilities for which Buyer's Affiliates seek indemnity pursuant to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business this Section 13.2 had been incurred by or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify and hold harmless asserted against the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this AgreementCompany.

Indemnification by Seller. (a) Subject to Section 8.1, Seller agrees to shall indemnify and hold harmless Buyer and its employees, officers, directors and agents (collectively, the "Buyer Indemnified Parties Parties") harmless from and against, and pay or reimburse the agree promptly to defend any Buyer Indemnified Parties Party from and reimburse any Buyer Indemnified Party for, any and all Adverse Consequences Losses which any Buyer Indemnified Party suffersmay at any time suffer or incur, sustains or incurs directly or indirectly arising out ofbecome subject to, relating to or otherwise as a result ofof or in connection with: (1i) any breach or inaccuracy in as of the date of this Agreement or breach the Closing Date of any of the representations and warranties made by Seller in or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating pursuant to or arising out of the Restructuring, this Agreement, or in any instrument or certificate delivered by Seller at the transactions contemplated hereby or therebyClosing in accordance herewith (it being understood and agreed that, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect notwithstanding anything to the operation of the Business prior contrary contained in this Agreement, to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any determine if there had been an inaccuracy or breach of a representation or warranty of Seller and the Fundamental RepresentationsLosses arising from such inaccuracy or breach, being referred such representation and warranty shall be read as if it were not qualified by materiality, including, without limitation, qualifications indicating accuracy in all material respects, or accuracy except to herein collectively as the “Special Claims”extent the inaccuracy will not have a Material Adverse Effect). ; (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1ii) any inaccuracy in failure by Seller to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or breach of obligations under this Agreement or under any of the representations or warranties of Seller contained in Article 2; or (1) a breach Transaction Documents delivered by Seller of any of its covenants or agreements contained in pursuant to this Agreement.; (iii) the Non-Assumed Liabilities (other than for Environmental Losses except Environmental Losses under Sections 2.4(b)(i), (vii), and (xi));

Indemnification by Seller. (a) From and after the Closing Date, but subject to the provisions of Section 13.3, Seller agrees to indemnify and shall hold harmless the and indemnify Buyer Indemnified Parties and its Affiliates from and against, and pay or reimburse the Buyer Indemnified Parties for, against any and all Adverse Consequences Damages which are suffered or incurred by Buyer or its Affiliates or to which Buyer or its Affiliates have otherwise become subject (regardless of whether or not such Damages relate to any Buyer Indemnified Party suffers, sustains third party claim) and which arise from or incurs directly or indirectly arising out of, relating to or otherwise as a result of: : (1a) any breach or inaccuracy in or breach of any representation or warranty of the representations or warranties Seller contained in Article 3; this Agreement other than the Type A Special Representations and the Type B Special Representations; (1b) any Indebtedness breach or Seller Transaction Expenses not taken into account in inaccuracy of the payment under Section 1.3(c); Type A Special Representations and the Type B Special Representations; (1c) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by breach or on behalf non-performance of any current agreement or former holder or alleged holder of any equity security covenant of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, Seller set forth in this Agreement, whether required to be performed at, prior to or after the Closing; (d) the Retained Liabilities; (e) any broker's or finder's fees, commissions or similar payments based upon any agreement or understanding between Seller or its Affiliates and a third party regarding the transactions contemplated hereby or thereby, or any Liability with respect by this Agreement; (f) a Permitted Exception encumbering an Acquired Asset prior to any equity interests the Closing Date other than those described in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), items (vi) other than the Business Liabilities, any Liability and (vii) of the Company Permitted Exceptions definition; (g) any of Seller's Employee Benefit Plans that were provided to the Employees prior to the Closing Date except for the Buyer PTO and Buyer's obligations set forth in Sections 8.1 and 8.2; (h) Liabilities of the Seller or its Affiliates arising from the operation of the Subject Business prior to the Closing Date or the ownership or operation of the Acquired Assets prior to the Closing Date except for the Buyer PTO; (i) noncompliance by Seller with any bulk transfer laws or fraudulent transfer law with respect to the transactions contemplated by this Agreement; (j) Environmental Liabilities arising from the operation of the Subject Business prior to the Closing, Closing Date; (viik) the Restructuring, and (viii) the operations any of Seller, Lijit, 's obligations to the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party Employees with respect to their employment with Seller prior to the Closing Date except for the Buyer PTO and Buyer's obligations set forth in Sections 8.1 and 8.2; (l) any inaccuracy Legal Proceeding with respect to the Subject Business or breach the Acquired Assets that is pending prior to the Closing Date, including those specifically set forth on Schedule 4.4; (m) any Legal Proceeding brought after the Closing Date that arises from the operation of the Fundamental Representations, being referred Subject Business or the ownership or operation of the Acquired Assets prior to herein collectively as the “Special Claims”).Closing Date but only to the extent Damages are allocable to pre-Closing Date acts or omissions; and (bn) Employee Proceedings relating to an Employee's or Seasonal Employee's employment with Seller agrees prior to indemnify and hold harmless the Closing Date, except for any Employee Proceeding related to the Buyer Indemnified Parties from PTO or Buyer's obligations set forth in Sections 8.1 and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreement8.

Indemnification by Seller. From and after the Closing, subject to the other provisions of this ARTICLE 9, Seller (aand Seller Guarantor pursuant to the Seller Guarantee) Seller agrees to indemnify Purchaser and its officers, directors, employees and Affiliates (including the Company) (collectively, the "Indemnified Purchaser Entities") and to hold each of them harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which Indemnifiable Losses suffered, paid or incurred by any Buyer such Indemnified Party suffers, sustains or incurs directly or indirectly Purchaser Entity (a) arising out of, relating to or otherwise as a result of: (1) from any inaccuracy in or breach of any of the representations Indemnifiable Reps set forth in this Agreement or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account the Indemnifiable Reps set forth in the payment under certificate delivered pursuant to Section 1.3(c); 7.03 (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf provided that, for purposes of determining the existence of any current or former holder or alleged holder such breach and the calculation of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability Indemnifiable Losses with respect to such breach, any equity interests in the "material", "materiality", "material respects", or "Company (including with respect to any options, warrants or convertible promissory notesMaterial Adverse Effect" qualifiers shall be disregarded), (b) arising from or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreement or any Ancillary Agreement, (c) arising from or relating to any (i) Taxes (or the nonpayment thereof) of Seller and its Affiliates (other than Taxes of the Company) attributable to any Pre-Closing Tax Period or any Pre-Closing Straddle Period or (ii) Taxes (or the nonpayment thereof) imposed on or with respect to the Company attributable to any Pre-Closing Tax Period or any Pre-Closing Straddle Period, or (d) that are Transaction Expenses, to the extent not taken into account in the calculation of the Seller Closing Payment or Final Closing Payment.

Indemnification by Seller. (a) From the Closing Date until the end of the applicable Indemnification Period, and subject to the limitations set forth in this Article VIII, Seller agrees to shall indemnify and hold harmless Purchaser and its Affiliates and Representatives (collectively, the Buyer Indemnified Parties “Purchaser Indemnitees”), from and against, against and pay or reimburse the Buyer Indemnified Parties for, in respect of any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: Losses (1) any inaccuracy in or breach of any of the representations or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability other than Losses with respect to any equity interests in Taxes, for which the Company provisions of Section 5.4 shall govern) arising from the following: (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (viii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach failure of any of the representations representation or warranties warranty of Seller contained in Article 2; II of this Agreement (other than the representations and warranties set forth in Section 2.13 (Taxes)) to be true and correct on the Closing Date (or with respect to representations and warranties that are made as of a specific date, the failure of such representations and warranties to be true and correct as of such date) (1a “Seller Representation Claim”); (ii) a any breach by Seller or its Subsidiaries of any covenant of Seller or its covenants or agreements contained Subsidiaries set forth in this AgreementAgreement (a “Seller Covenant Claim”); (iii) any and all Retained Liabilities or Excluded Assets whether arising prior to, on, or after the Closing (a “Retained Liabilities Claim”); (iv) any fraud of Seller with respect to this Agreement (a “Seller Fraud Claim”); and (v) any Ancillary Claim within the Knowledge of Seller (using the “Closing Date” as opposed to the “Agreement Date” to the definition of “Knowledge”) for damages with respect to the period prior to the Closing Date (a “Pre-Closing Ancillary Claim”).

Indemnification by Seller. From and after the Closing (abut subject to Section 8.1 and Section 8.4), Seller (namely, Parent and each Subsidiary) Seller agrees to indemnify and shall hold harmless and indemnify each of the Buyer Indemnified Parties Indemnitees from and against, and pay or shall compensate and reimburse each of the Buyer Indemnified Parties Indemnitees for, any and all Adverse Consequences Damages which any Buyer Indemnified Party suffers, sustains or incurs are directly or indirectly arising out of, relating suffered or incurred at any time by any of the Buyer Indemnitees or to which any of the Buyer Indemnitees may otherwise directly or otherwise indirectly become subject at any time (regardless of whether or not such Damages relate to any Third Party Claim) and which arise directly or indirectly from or as a result of: , or are directly or indirectly connected with: (1a) any inaccuracy in or breach of any of the representations representation or warranties contained warranty made by Seller in Article 3; (1) this Agreement, in any Indebtedness Ancillary Agreement or Seller Transaction Expenses not taken in any other agreement, document, certificate or instrument entered into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims or delivered by or on behalf of Seller under or pursuant to this Agreement or in connection with the transactions contemplated hereby; (b) any current breach or former holder or alleged holder non-fulfillment of any equity security covenant or other obligation of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, be performed by Seller in this Agreement, in any Ancillary Agreement, or any other agreement, document, certificate or instrument entered into or delivered by or on behalf of Seller under or pursuant to this Agreement or in connection with the transactions contemplated hereby or therebyhereby; (c) any Excluded Liability; (d) any Excluded Asset and Seller’s ownership, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the use and operation of the Excluded Assests after Closing; Assets after Closing; (e) the conduct of the Business by Seller and/or any of its Affiliates, including the ownership or use of the Transferred Assets, in each case prior to the Closing, ; and (viif) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters any matter referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach Section 8.2(f) of the Fundamental Representations, being referred to herein collectively as the “Special Claims”)Disclosure Schedule. (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreement.

Indemnification by Seller. (a) Subject to the other terms and conditions of this Article VIII, Seller agrees to shall indemnify and defend each of Buyer and its Affiliates (including the Target Companies) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless the Buyer Indemnified Parties from and against, and shall pay or and reimburse the Buyer Indemnified Parties each of them for, any and all Adverse Consequences which any Losses incurred or sustained by, or imposed upon, the Buyer Indemnified Party suffersIndemnitees based upon, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”).reason of: (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement or in any certificate, instrument or agreement delivered to Buyer by or on behalf of Seller pursuant to this Agreement (other than in respect of Section 3.22, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article 2; VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement or in any certificate, instrument or agreement delivered to Buyer by or on behalf of Seller pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VI); (c) the Unfunded Retirement Plan, including but not limited to all contributions or benefits accrued or are owed as of the Closing Date or that accrue or become owed after the Closing Date with respect to such plan; (d) the matters (x) described in Section 8.02(d)(x) of the Disclosure Schedules or (1y) a breach listed in Section 3.17 of the Disclosure Schedules (including those matters included in Section 3.17 of the Disclosure Schedules by Seller cross-reference to other Sections of the Disclosure Schedules); (e) the termination of the Contracts and other relationships and arrangements with the sales agents, representatives and distributors listed in Section 5.17 of the Disclosure Schedules; (f) any of the Excluded Assets, including, without limitation, the presence of any Hazardous Materials on, under or at the 5151 Gasmer Property or the Corpus Christi Property; provided, however, Seller shall have no obligation to indemnify Buyer for any Release of its covenants Hazardous Materials on, under or agreements contained at the 5151 Gasmer Property caused by the Company’s operation during the term of the lease described in Section 5.21 of this Agreement; provided, further, however, absent gross negligence or willful misconduct on the part of the Buyer or the Target Company, Buyer shall not, for purposes of this provision, be deemed to have caused any Release of Hazardous Materials on, under or at the 5151 Gasmer Property that results from the continuation of operations in a manner consistent with those of the Target Companies prior to the Closing; or (g) any Seller Transaction Expenses.

Indemnification by Seller. (a) Seller agrees subsequent to the Closing to indemnify and hold harmless the Buyer and its Subsidiaries, Affiliates, successors and assigns and persons serving as officers, directors, partners, managers, stockholders, employees and agents thereof (individually a "Buyer Indemnified Parties Party" and collectively the "Buyer Indemnified Parties") harmless from and against, and pay against any Damages which may be sustained or reimburse the Buyer Indemnified Parties for, suffered by any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly of them arising out ofof or based upon any of the following matters: (a) fraud, relating to intentional misrepresentation or otherwise as the cause or knowledge of a result of: (1) any inaccuracy in deliberate or willful breach of any representations, warranties or covenants of the representations Seller under this Agreement or warranties contained in Article 3; any agreement, document, certificate, schedule or exhibit delivered pursuant hereto (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(ccollectively, "Fraud Claims"); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”).; (b) any liability of Seller agrees and each Subsidiary of Seller for Taxes arising from their respective activities, assets and all events and transactions on or prior to indemnify the Closing and hold harmless any breach of the Buyer Indemnified Parties representations and warranties set forth in Sections 4.8 and 4.24 hereof and any covenant with respect to Taxes or tax related matters set forth herein or in any related agreement (collectively, "Tax Claims"); (c) any liability arising from any breach of the environmental representations and againstwarranties set forth in Section 4.23 hereof or in any related agreement ("Environmental Claims"); (d) any Excluded Liability (collectively, "Excluded Liability Claims"); and (e) other than Fraud Claims, Tax Claims, Environmental Claims and pay or reimburse the Buyer Indemnified Parties forExcluded Liability Claims, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or other breach of any of the representations representation, warranty or warranties covenant of Seller contained under this Agreement or in Article 2; any agreement, document, certificate, schedule or (1) a breach by Seller of any of its covenants or agreements contained in this Agreement.exhibit delivered pursuant

Indemnification by Seller. (a) From and after the Closing Date, Seller agrees shall, subject to indemnify the provisions of this Article XI, indemnify, defend and hold harmless Purchaser and its subsidiaries and their respective officers, directors, employees, agents, representatives, successors and permitted assigns (collectively, the Buyer Indemnified Parties "Purchaser Indemnitees"), from and against, and pay or reimburse the Buyer Indemnified Parties for, against any and all Adverse Consequences which actions, proceedings, costs, damages (excluding consequential and other indirect damages other than diminution in value of the Purchased Assets resulting from an event subject to indemnification hereunder), claims, losses, liabilities (absolute and contingent), fines, penalties, payments, costs and expenses (including reasonable counsel, consultants, and engineering fees and expenses, interest, penalties and disbursements, but excluding any Buyer Indemnified Party sufferscosts, sustains 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 incurs directly suffered or indirectly incurred by Purchaser Indemnitees arising out of, or relating to or otherwise as a result of: to, any Pre-Closing Property Liabilities (1other than Employee Related Liabilities) and/or any inaccuracy in or breach of any representation or warranty, covenant or agreement (excluding same by Seller which are indemnified under other subsections of the representations this Section 11.2) by Seller made in this Agreement or warranties contained in Article 3; (1) any Indebtedness document or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company instrument delivered pursuant hereto (including any stockholder, option holder, warrant holder Seller estoppel delivered under Section 6.3). This Section 11.2 will include Pre-Closing Breaches that are not waived or holder of convertible promissory notes) relating cured and to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company extent such Pre-Closing Breaches survive Closing pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreement.

Indemnification by Seller. (a) From and after the Closing, Seller agrees to shall indemnify Purchaser and hold harmless the Buyer its affiliates (including Cemax-Icon) and each of their respective officers, directors, employees, stockholders, agents and representatives (each, a "Purchaser Indemnified Parties from and Party") against, and pay hold them harmless from, against and in respect of any loss, liability, claim, damage, charge, cost or reimburse the Buyer Indemnified Parties forexpense (including reasonable legal fees and expenses) ("Losses"), imposed on, sustained, incurred or suffered by any and all Adverse Consequences which any Buyer Purchaser Indemnified Party suffers(payable promptly upon written request), sustains or incurs directly or indirectly to the extent relating to, arising out of, of or resulting from: (i) any breach of any representation or warranty of Seller that survives the Closing and is contained in this Agreement or in the certificates delivered pursuant to Section 7.02(a) or (b) hereto or in any other certificate delivered pursuant hereto; (ii) any breach of any covenant of Seller contained in this Agreement (other than any covenant contained in Section 1.06); (iii) any Excluded Liability; (iv) any Pre-Closing Environmental Liability. The term "Pre-Closing Environmental Liability" means any Loss relating to any Environmental Law (in effect as of the Closing) to the extent arising out of acts or otherwise omissions occurring, or conditions existing (whether known or unknown), at or before the Closing in connection with the ownership or operation of the Businesses at any time at or before the Closing, including before the Spin-Off Date, whether such Loss arises before or after the Closing and whether arising on-site or off-site, including all Losses in connection with (A) bringing the Businesses or the Acquired Assets into compliance with Environmental Laws (in effect as a result of: of the Closing), (B) Seller's involvement at the White City facility in the Oregon State voluntary cleanup program and (C) the former wastewater retention basin at the White City facility; provided, however, that such Pre-Closing Environmental Liability shall not include (1) any inaccuracy in or breach costs of any investigation of the representations environmental quality, condition or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security environmental compliance status of the Company Businesses (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business LiabilitiesExcluded Assets) or the Acquired Assets, any Liability of except for such investigations that are in response to (x) a written request or demand by a Governmental Entity having jurisdiction over the Company arising with respect to the operation of the Business prior to the Closingmatter, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viiiy), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreement.

Indemnification by Seller. (a) Seller agrees to indemnify and shall hold harmless and indemnify Buyer and its Affiliates and their respective directors, officers, employees, representatives and agents (collectively, the “Buyer Indemnified Parties Indemnitees”) from and against, and pay or reimburse the Buyer Indemnified Parties for, against any and all Adverse Consequences which any Buyer Indemnified Party suffersdamages, sustains losses, claims, Liabilities, obligations, demands, charges, suits, penalties, costs and expenses (including court costs and attorneys’ fees and expenses incurred in the investigation, defense or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach settlement of any of the representations foregoing) (collectively, “Buyer Damages”) which are suffered, incurred or warranties contained in Article 3; paid by any of the Buyer Indemnitees or to which any of the Buyer Indemnitees may otherwise become subject (1regardless of whether such Buyer Damages relate to any Third Party Claim) and which arise from, directly or indirectly: (a) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf breach of any current representation or former holder warranty made by Seller in this Agreement or alleged holder of in any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”).Transaction Documents; (b) any breach of any covenant or obligation of Seller agrees to indemnify and hold harmless in this Agreement or in any of the other Transaction Documents; (c) any Third Party IP Claim; (d) any Excluded Liabilities (other than a Third Party IP Claim) or Excluded Assets; (e) (i) any Taxes for which Seller is responsible under Section 8.10 or 8.11, or (ii) any liability imposed upon Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: of the failure, in connection with the sale of the Acquired Assets by Seller to Buyer pursuant to this Agreement, to comply with, and obtain for Buyer the benefits afforded by compliance with, applicable bulk transfer Laws (1if any) or any Tax clearance certificate requirements under applicable state Tax Law; and (f) any inaccuracy in claim for fraud or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach knowing misrepresentation by Seller of or any of its covenants or agreements contained Affiliates arising in connection with the transactions contemplated by this Agreement.

Indemnification by Seller. (a) From and after the Closing, Seller agrees to indemnify shall indemnify, defend and hold harmless the Buyer Acquiror Indemnified Parties from and Persons against, and pay or reimburse the Buyer any Acquiror Indemnified Parties Person for, any and without duplication, all Adverse Consequences which any Buyer Losses that such Acquiror Indemnified Party suffersPerson may suffer or incur, sustains or incurs directly or indirectly arising out ofbecome subject to, relating to or otherwise as a result of: of (1i) Taxes imposed on the Company for taxable periods ending on or before the Closing Date or allocable to 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 (vi) any inaccuracy in or 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 or and warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereofSections 1(d), (vig), (m), (n), (o) and (p), a failure of any other than representation or warranty made by Seller in Section 1 shall not give rise to any indemnification obligation for any Taxes attributable to a Post-Closing Period. For the Business Liabilitiesavoidance of doubt, the indemnification in this Section 2 shall not be subject to any Liability limitations on indemnity provided for in Section 8.01(b) of the Company arising with respect SAPA and shall be subject to the operation provisions of Sections 8.05, 8.06 and 8.07 of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”)SAPA. (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as Any indemnification payment under Section 2(a) in respect of a result of: (1) any inaccuracy in or breach of any of the representations or and warranties of Seller contained in Article 2; or Sections 1(n), (1o) a breach and (p) shall be paid from Seller to the Acquiror Indemnified Tax Party in one lump sum. Such lump sum shall be calculated by Seller taking into account, among other relevant factors, the appropriate tax rate, discount rate and reasonably expected timing of any of its covenants or agreements contained Tax basis recovery. The parties shall discuss and negotiate with each other in this Agreementgood faith to reach agreement regarding the appropriate factors to be taken into account.

Indemnification by Seller. (a) Subject to Sections 10.01(b), 10.03, 10.05 and 11.01, if the Closing shall occur, Seller agrees to indemnify shall indemnify, defend and hold harmless Buyer, its Affiliates and its Representatives (collectively, the “Buyer Indemnified Parties from and Parties”) against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffersfor, sustains all Losses that such Buyer Indemnified Party may suffer or incurs directly incur, or indirectly become subject to, to the extent resulting from or arising out of: (i) the breach of or inaccuracy in any representations or warranties made by Seller in this Agreement (other than the representations and warranties contained in Section 3.17 hereof) as of the date of this Agreement or Closing Date (or with respect to representations and warranties that are made as of a specific date, as of such date), and any breach or failure by Seller to perform, or cause to be performed, any of its covenants or obligations contained in Section 5.16; (ii) the breach or failure by Seller to perform, or cause to be performed, any of its covenants or obligations contained in this Agreement (other than the covenants or obligations contained in Section 5.16 and Article VII hereof); or (iii) (A) any third-party claims for indemnification against the Business Subsidiaries under the Contracts listed in Section 10.01(a)(iii)(A) of the Disclosure Schedules delivered by Seller (the “Specified Contracts”) or otherwise relating to or otherwise as a result of: (1) any inaccuracy in or breach of business divested by any of the representations or warranties contained in Article 3; Business Subsidiaries, (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (vB) any claims by or on behalf of any current or former holder or alleged holder of any equity security of to the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) extent relating to the businesses, properties, assets, liabilities or operations of Seller or any of its Affiliates other than the Business Subsidiaries, or (C) any and all claims to the extent resulting from or arising out of the Restructuringmatters set forth in Section 10.01(a)(iii)(C) of the Disclosure Schedules (the “Specified Matters”); provided, this Agreementthat Buyer shall not, and shall cause the Business Subsidiaries not to, take any action or omit to take any action that would reasonably be expected to increase the transactions contemplated hereby or thereby, or any Liability liability of Seller with respect to any equity interests in the Company (including this Section 10.01(a)(iii); and provided, further, that Seller shall have no obligation or liability under this Section 10.01(a)(iii) or otherwise with respect to any optionsto, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to extent occurring after the Closing, (vii) any knowing or intentional breaches of or failures to perform covenants or agreements contained in the Restructuring, and (viii) Specified Contracts or for any expenses of counsel or other Representatives incurred by Buyer or the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to Subsidiaries in sub-clauses (ii)-(viii), together connection with any such breach or failure to perform, notwithstanding any other provision of this Agreement; and provided, further, that in no event shall any claim by any Buyer Indemnified Party with respect to any inaccuracy which is indemnifiable under this Section 10.01(a)(iii) be asserted under Section 10.01(a)(i) or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”(ii). (b) Notwithstanding any other provision to the contrary: (i) Seller agrees shall not be required to indemnify and indemnify, defend or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any Losses pursuant to Section 10.01(a)(i), (A) to the extent such Losses were included as liabilities in Working Capital as shown on the Final Working Capital Statement, and (B) until the aggregate amount of the Buyer Indemnified Parties’ Losses under Section 10.01(a)(i) exceeds $8,486,000(the “Deductible”), after which Seller shall be obligated for all Losses of the Buyer Indemnified Parties in excess of the Deductible, but only if such Losses are not excluded from and againstindemnification pursuant to Section 10.01(b)(i)(A); (ii) the cumulative indemnification obligation of Seller under Section 10.01(a)(i) shall in no event exceed $169,729,000 (the “Cap”); provided, and pay or reimburse the Buyer Indemnified Parties for, that any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any qualification of the representations and warranties (other than the representations and warranties contained in Sections 3.06(b) and 3.07) by reference to the materiality of or Material Adverse Effect relating to the matters stated therein, or words of similar effect, shall be disregarded in determining any breach thereof or the amount of any Loss arising therefrom and provided, further, that neither the Deductible nor the Cap shall apply to any claim involving Losses resulting from or arising out of breach of the representations and warranties made in Sections 3.03 or 3.19; and (iii) the indemnification obligation of Seller contained in Article 2; or (1under Section 10.01(a)(iii)(C) a breach by Seller of any of its covenants or agreements contained in this Agreementshall be subject to the limitations, procedures and terms set forth on Schedule 10.01(b)(iii).

Indemnification by Seller. (a) Seller hereby agrees to indemnify that from and after the Closing it shall indemnify, defend and hold harmless Buyer and its Affiliates (including, for the avoidance of doubt, the Companies) and their respective directors, officers, shareholders, partners, members (other than Seller or any of its Affiliates in the case of the Companies on and after the Closing) and employees (other than the Transferred Employees) and their heirs, successors and permitted assigns, each in their capacity as such (the “Buyer Indemnified Parties” and, collectively with the Seller Indemnified Parties, the “Indemnified Parties”) from, against and in respect of any damages, losses, charges, Liabilities, claims, demands, actions, suits, proceedings, payments, judgments, settlements, assessments, deficiencies, Taxes, interest, penalties and costs and expenses, including fines and penalties (including expenses of investigation and reasonable attorneys’ fees and expenses) (collectively, “Losses”) imposed on, sustained, incurred or suffered by, or asserted against, any of the Buyer Indemnified Parties from and againstParties, and pay whether in respect of third-party claims, claims between the parties hereto or reimburse the Buyer Indemnified Parties forotherwise, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of (i) subject to Section 7.02(b), any breach or inaccuracy of any representation or warranty made by Seller contained in this Agreement for the Restructuringperiod such representation or warranty survives, (ii) subject to Section 7.02(b), the termination of a Transferred Contract, except for those Transferred Contracts specifically set forth on Schedule 7.2(c), prior to the first anniversary of the Closing Date as a result of the failure to obtain or deliver any Seller Required Approval contemplated by Section 5.14(a), (iii) any breach of any covenant or agreement of Seller contained in this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising Section 5.14(a); (iv) solely with respect to the operation Companies and their respective directors and officers, any of the Business prior Excluded Liabilities, including (A) any and all Liabilities relating to the ClosingApplicable Employees to the extent not expressly assumed by the Companies in this Agreement or not an obligation of the Companies pursuant to any Ancillary Agreement, (viiB) the Restructuring, any Taxes for which Seller is responsible in accordance with Section 5.04 and (viiiC) any and all Liabilities arising out of the operations matters set forth on Schedule 3.7 (including, for the sake of Sellerclarity, Lijitall indemnification, contribution or other Liabilities in respect of, arising from or otherwise relating to such matters or the Lijit Business facts and circumstances pursuant to which such matters relate), except, in the case of this clause (A) or FMP Canada Inc (C), to the extent any such Liability is expressly set forth on Schedule 1.1(c) as an Assumed Liability and (v) fraud, willful misconduct or bad faith of the Seller or any Affiliate thereof in connection with the indemnifiable matters referred Transactions. Notwithstanding anything else to the contrary in sub-clauses this Article VII, any indemnification by Seller of the Buyer Indemnified Parties shall be without duplication as between Buyer and the Companies (ii)-(viiiand their respective directors, shareholders, partners, members (other than Seller or any of its Affiliates in the case of any of the Companies on and after the Closing) and employees), together with any claim by any including, for illustrative purposes, that Seller shall not be required to also indemnify Buyer Indemnified Party with respect to any inaccuracy Losses incurred with respect to a diminution in value of its Holdco LLC Interests on or breach after the Closing in the event that the Companies have been indemnified by Seller with respect to the facts giving rise to a claim of the Fundamental Representations, being referred to herein collectively as the “Special Claims”)indemnification hereunder and vice versa. (b) Seller agrees shall not be liable to indemnify and hold harmless the Buyer Indemnified Parties from for any Losses with respect to the matters contained in Section 7.02(a)(i) or Section 7.02(a)(ii) until the aggregate amount of such Losses is in excess of $1,500,000 (the “Deductible”) and againstthen only for Losses in excess of the Deductible, and pay up to an aggregate amount equal to $30,090,000 (the “Cap”). No such item or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating related items involving Losses equal to or otherwise less than $25,000 (the “Threshold”) shall be applied or consolidated for purposes of calculating the Deductible or the Cap. For the purpose of this Section 7.02(b), multiple claims that are individually less than or equal to the Threshold and that are reasonably related to a single breach or other event forming the basis or claim for Losses under this Article VII shall be treated as one individual claim for purposes of testing the Threshold. Notwithstanding the foregoing, claims for indemnification pursuant to Section 7.02(a)(i) with respect to a result of: (1) Seller’s Fundamental Representations shall not be subject to the Deductible or the Cap; provided, however, that in no event shall Seller’s liability for any inaccuracy such claims be in or breach of any excess of the representations or warranties of Seller contained in Article 2; or Purchase Consideration. (1c) a breach by Seller of Schedule 7.2(c) sets forth the agreement among the Parties regarding any of its covenants or agreements contained in this Agreementindemnification obligations with respect to the matters set forth thereon.

Indemnification by Seller. (a) Seller agrees Subject to indemnify the limitations set forth in this Article VII, and the other provisions of this Agreement, Seller, shall, jointly and severally, indemnify, exculpate and hold Purchaser and its partners, directors, officers, employees and agents (collectively, "Purchaser Indemnified Parties") harmless the Buyer Indemnified Parties from and against, and pay or agree promptly to defend Purchaser Indemnified Parties from and reimburse the Buyer Purchaser Indemnified Parties for, any and all Adverse Consequences losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including, without limitation, costs of investigation, reasonable attorneys' fees and other legal costs and expenses) ("Purchaser Indemnified Losses") which Purchaser Indemnified Parties may at any Buyer Indemnified Party sufferstime suffer or incur, sustains or incurs directly or indirectly arising out ofbecome subject to, relating to or otherwise as a result of: of or in connection with: (1i) any Any and all financial obligations of Seller with respect to the period before the Closing Date and relating to the Real Property, the Personal Property, the Facilities or the operation thereof, subject to the limitations on payment set forth in Section 10.5 (including but not limited to Section 10.5(f) hereof), and except as may be expressly assumed by Purchaser or Purchaser's designee herein; (ii) Any accidents, incidents or other events occurring at the Real Property or the Facilities prior to the Closing Date; and (iii) Any material breach or inaccuracy in or breach of any of the representations or warranties contained made by a Seller in or pursuant to this Agreement or in any instrument, certificate or affidavit delivered by a Seller at the Closing, with the indemnification set forth in this clause being subject to the survival and other limitations set forth in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf II and other provisions of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or as well as the transactions contemplated hereby or thereby, or any Liability with respect provisions for Purchaser's waiver of matters known to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business Purchaser prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to Closing as described in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”)Section 12.3 hereof. (b) Notwithstanding anything to the contrary herein, (i) the aggregate liability of the Seller for Purchaser Indemnified Losses under this Article VII and any other obligations or liabilities of the Seller to survive Closing hereunder (except that arising under Section 10.5 hereof) shall not exceed an amount of Five Hundred Thousand Dollars ($500,000.00), and (ii) the Seller shall be liable only if the aggregate Purchaser Indemnified Losses and other obligations and liabilities exceed an amount of Fifty Thousand Dollars ($50,000.00). Furthermore, the indemnifications set forth in Section 7.2(a) above shall not apply to any physical damage to, or condition of, the Assets, including but not limited to the structural integrity, environmental condition or general condition of such Assets. (c) Seller agrees to indemnify and hold harmless deposit Five Hundred Thousand Dollars ($500,000.00) with the Buyer Indemnified Parties from and against, and pay or reimburse Escrow Agent in accordance with the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any terms of the representations or warranties of Seller contained Escrow Agreement attached hereto as Exhibit 7.2(c) in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in order to secure Seller's obligations under this AgreementSection 7.2.

Indemnification by Seller. (a) Subject to the limits set forth in SECTION 8.4(a), Seller hereby agrees to indemnify indemnify, defend and hold Purchaser, its Subsidiaries and Affiliates and their respective officers and directors (all of such Persons are collectively referred to herein as the "Purchaser Indemnified Parties") harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, in respect of any and all Adverse Consequences which losses, damages, claims, liabilities, obligations, suits, actions, fees, Taxes, penalties, costs and expenses of any Buyer nature whatsoever (including reasonable legal fees and expenses), but excluding in each case, consequential, incidental, special or punitive damages (other than lost profits and any such damages resulting from fraud, and other than those actually paid by an Indemnified Party suffersto a Person other than an Indemnified Party) (collectively, sustains or incurs directly or indirectly "Losses"), that any of them may incur arising out of, in connection with, relating to or otherwise caused by: (a) any inaccuracy or breach, or alleged inaccuracy or breach, of: (i) any representation or warranty of Seller contained in this Agreement (including all representations and warranties included in Article IV of this Agreement) or in any agreement or certificate executed and delivered by any Seller Company pursuant to SECTION 7.1(h); or (ii) any covenant, undertaking or other agreement of Seller contained in this Agreement or in any agreement or certificate delivered and executed by any Seller Company pursuant to SECTION 7.1(h); (b) except as provided in the penultimate sentence of SECTION 3.3(c), the failure to obtain any consent with respect to any Contract which provides for or requires the consent of the other -40- party thereto to be obtained in connection with, or as a result of: (1) any inaccuracy in or breach , the consummation of any of the representations or warranties contained in Article 3transactions contemplated by this Agreement; or (1c) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”)Excluded Liability. (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreement.

Indemnification by Seller. (a) Subject to the dollar limitation on the Indemnity Obligations of the HJ Members set forth in Section 13.5 below, Seller agrees and the HJ Members agree, jointly, severally and in the alternative, to indemnify Purchaser, its Affiliates, their respective Representatives and hold harmless agents and each of the Buyer Indemnified Parties from successors and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach assigns of any of the representations foregoing (the “Purchaser Indemnified Parties”) against, and agrees to hold such Purchaser Indemnified Parties harmless from, all losses, costs, damages, liabilities, claims, demands, judgments, fines, settlements, fees and expenses, whether governmental or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company non-governmental (including any stockholderreasonable fees and expenses of counsel and reasonable expenses of investigation) (collectively, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes“Losses”), or relating to any alleged breach of fiduciary duty by the directors of the Company incurred resulting from: (including any claim made against the Company pursuant to Section 8.9(ai) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of any representation or warranty made by Seller or the Fundamental RepresentationsHJ Members in Article VI of this Agreement, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify Bring Down Certificate or in the Ancillary Documents, or any exhibits or schedules thereto, or in any certificate, document or instrument executed and hold harmless the Buyer Indemnified Parties from and against, and pay delivered under this Agreement or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations Ancillary Documents; (ii) any breach of or warranties default in connection with any covenant or agreement on the part of Seller contained in Article 2; or (1) a breach by Seller of the HJ Members under this Agreement or any of its covenants the Ancillary Documents; (iii) any liability incurred by Purchaser for brokerage fees, finder’s fees, agent’s commissions or agreements contained other similar forms of compensation arising from Seller’s or HJ Members’ agreement with any broker, finder or agent; and (iv) Losses related to Third Party Claims. Purchaser shall retain the right to seek equitable and injunctive relief as a remedy in this Agreementrespect of violations of Sections 8.6 and 14.2.

Indemnification by Seller. (a) From and after the Closing and subject to the provisions of this Article XII, Seller agrees to indemnify shall indemnify, defend and hold harmless Buyer, its Affiliates and their respective officers, directors, employees, agents, successors and permitted assigns (collectively, the “Buyer Indemnified Parties from Parties”) from, against and againstin respect of, and pay or compensate and reimburse the Buyer Indemnified Parties them for, any and all Adverse Consequences which Losses imposed on, sustained, incurred or suffered by any of the Buyer Indemnified Party suffers, sustains or incurs directly or indirectly Parties to the extent arising out of, relating to of or otherwise as a result of: resulting from: (1i) any inaccuracy in or the breach of any of the representations representation or warranties contained warranty made by Seller in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, Agreement or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty certificate delivered by the directors of the Company (including any claim made against the Company Seller pursuant to Section 8.9(a) hereof10.3(d)(ii), ; (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (viiii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”)any covenant or agreement of Seller in this Agreement; or (iii) any Excluded Liability. (b) Seller agrees shall have no Liability for any claim for indemnification pursuant to indemnify Section 12.2(a)(i) unless the aggregate amount of Losses in respect of breaches of Seller’s representations and hold harmless warranties exceeds the Buyer Indemnified Parties from and againstDeductible, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences in which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy event Seller shall be liable for Losses in or breach of any excess of the representations or warranties Deductible up to the Cap; provided, however, that the foregoing limitations set forth in this Section 12.2(b) shall not apply to (x) breaches of Seller contained in Article 2; the Fundamental Representations, or (1y) a breach claims based upon Fraud with respect to the representations and warranties made by Seller of any of its covenants or agreements contained in this Agreement. (c) Other than in the case of breaches of the Fundamental Representations or Fraud with respect to the representations and warranties made by Seller in this Agreement or the certificate delivered by Seller pursuant to Section 10.3(d)(ii), Seller’s aggregate liability for indemnification under Section 12.2(a)(i) shall in no event exceed the Cap; provided, that to the extent that Buyer or any other Buyer Indemnified Party is not able to recover any Losses resulting from any such breach solely as a result of the Cap in effect at such time, and the amount of the Cap subsequently increases, then the amount of any such unrecovered Losses for such breach shall be recoverable subject to such increased Cap; provided, further, that, for clarity, the foregoing proviso shall not extend the applicable survival period under Section 12.1. (d) Other than in the case of Fraud with respect to the representations and warranties made by Seller in this Agreement or the certificate delivered by Seller pursuant to Section 10.3(d)(ii), the cumulative indemnification obligations of Seller under Sections 12.2(a)(i) and 12.2(a)(ii) (other than in the case of [***]) shall in no event exceed, in the aggregate, [***]. To the extent that Buyer or any other Buyer Indemnified Party is not able to recover any Losses resulting from any such breach solely as a result of the limitation in the immediately preceding sentence, and the aggregate of the amount actually received by and the amount due and payable (but not yet paid) to Seller under this Agreement subsequently increases, then the amount of any such unrecovered Losses for such breach shall be recoverable up to the amount of such increase; provided, that, for clarity, this sentence shall not extend the applicable survival period under Section 12.1. (e) The right of Buyer to indemnification pursuant to Section 12.2 will not be affected by any investigation conducted or knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to any accuracy of any representation or warranty, or performance of or compliance with any covenant or agreement herein. [***].

Indemnification by Seller. (a) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1i) any inaccuracy in or breach of any representation or warranty of Seller contained in this Agreement, in any Ancillary Agreement or in any document delivered in connection herewith (it being agreed and acknowledged by the parties that for purposes of Purchaser's right to indemnification pursuant to this Section 8.01 the representations or and warranties of Seller (other than the representations and warranties contained in Article 3; Sections 3.03, 3.05(a) (1including to the extent referred to in Section 3.06(a)), the last sentence of 3.06(a), 3.06(d), the first sentence of 3.07(a), 3.08(a), 3.16(e), 3.19, 3.23, 3.24, 3.25 and 3.31) shall be deemed not qualified by any references therein to materiality generally or to whether or not any breach results or may result in a Seller Material Adverse Effect); (ii) any Indebtedness breach of any covenant of Seller contained in this Agreement or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); any Ancillary Agreement; (1iii) any Seller Taxes; Excluded Liability (including any Pre-Closing Environmental Liability and Unknown Pre-Closing On-Site Environmental Liability, except to the extent provided in Section 8.01(c) with respect to Minor Pre-Closing On-Site Environmental Liabilities), regardless of whether there has been any disclosure to Purchaser or a breach of any related representation or warranty; (iv) any Proceeding that is disclosed on Schedule 3.12(a); fraudulent transfer laws or the failure to comply with statutory provisions relating to bulk sales and transfers; (v) any claims fees, expenses or other payments incurred or owed by Seller to any brokers, financial advisors or on behalf of any current other comparable persons retained or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or employed by it in connection with the transactions contemplated hereby by this Agreement or thereby, or by any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), Ancillary Agreement; (vi) other than the Business Liabilities, claims by officers and directors of any Liability member of the Company arising Seller Group in connection with respect to their service as officers and directors and their resignation or removal from office in connection with the operation of the Business prior to the Closing, Acquisition; (vii) the Restructuringgrant, and issuance, cancelation, termination or settlement of any stock appreciation rights, stock options, restricted stock, performance shares or units or other incentive compensation involving capital stock of Seller or any of its affiliates or the performance or value of Seller or any of its affiliates or their capital stock granted to employees of any member of the Seller Group; (viii) any Cross-Border Lease or the operations assignment, novation, termination or continuation of Sellerany Cross-Border Lease (including in respect of any obligation, Lijitincluding any payment obligation (including any termination payment or indemnification payment) under, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim breach by any Buyer Indemnified Party party of its obligations under, any Cross-Border Lease) except to the extent specifically provided otherwise in a Cross-Border Lease Assumption with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”).such Cross-Border Lease; (bix) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and againsttermination, and pay redemption, repayment or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach defeasance by Seller of any tax-exempt bond financing arrangement; (x) any shutdown or discontinuance of its covenants operations by Seller involving the Brainerd Facility; (xi) any employee protective conditions, whether imposed by the STB or agreements contained in this Agreement.predicated on the Railway Labor Act or the Labor Agreements; (xii) any IRB Financing (whether due to any action or failure to act by Purchaser, Seller or any other person or otherwise); (xiii) subject to Section 8.03(b), any Violation that is Cured, or deemed to be Cured, pursuant to Section 6.05; (xiv) the absence of a documented right of access to the Xxxxxxx Xxxxxxxx assuring a perpetual right to use the access roads used on the date hereof between the Xxxxxxx Xxxxxxxx and Xxxxx Xxxxxxx 00;

Indemnification by Seller. (a) From and after the Closing, Seller agrees to shall indemnify Purchaser and hold harmless the Buyer Indemnified Parties from its affiliates and each of their respective officers, directors, employees, stockholders, agents, and representatives against, and pay or reimburse the Buyer Indemnified Parties forhold them harmless from, any loss, liability, claim, damage, or expense (including reasonable legal fees and all Adverse Consequences which any Buyer Indemnified Party suffersexpenses) (“Losses”), sustains or incurs directly or indirectly as incurred (payable promptly upon written request), to the extent arising out of, relating to or otherwise as a result of: from: (1i) any inaccuracy breach as of the Closing Date of any representation or warranty of Seller contained in Section 3.01, 3.02, 3.03, 3.04, or 3.07; (ii) any breach of any covenant of the representations or warranties Seller contained in Article 3; this Agreement or in any Ancillary Agreement; (1iii) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; Excluded Liability; (iv) any Proceeding that is disclosed on Schedule 3.12(a)fraud; and (v) any claims fees, expenses or other payments incurred or owed by Seller to any brokers, financial advisors or on behalf of any current comparable other persons retained or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or employed by it in connection with the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”)this Agreement. (b) The maximum aggregate liability for indemnification claims payable by Seller agrees shall be the Purchase Price. (c) Except as otherwise specifically provided in this Agreement or in any Ancillary Agreement, Purchaser acknowledges that its sole and exclusive remedy after the Closing with respect to indemnify any and hold harmless all claims relating to this Agreement and the Buyer Indemnified Parties Ancillary Agreements, the Acquisition and the other transactions contemplated hereby and thereby, the Seller and its assets and liabilities (other than claims of, or causes of action arising from, fraud) shall be pursuant to the indemnification provisions set forth in this Article VIII. In furtherance of the foregoing, Purchaser hereby waives, from and againstafter the Closing, and pay or reimburse to the Buyer Indemnified Parties forfullest extent permitted under applicable law, any and all Adverse Consequences which any Buyer Indemnified Party suffersrights, sustains or incurs directly or indirectly arising out claims and causes of action (other than claims of, or causes of action arising from, fraud) for damages it may have against Seller arising under or based upon this Agreement, any Ancillary Agreement, any document or certificate delivered in connection herewith, any Applicable Law (including any relating to environmental matters), common law or otherwise as a result of: (1) any inaccuracy in or breach of any of except pursuant to the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained indemnification provisions set forth in this AgreementSection 8.01).

Indemnification by Seller. (a) Seller agrees Seller, jointly and severally, hereby agrees, from and after the Closing, to indemnify Buyer and its Affiliates, and each of their respective managers, partners, officers, employees, directors, agents, representatives, successors and permitted assigns (the “Buyer Indemnified Parties”) and save and hold each of them harmless the Buyer Indemnified Parties from and against, against and pay on behalf of or reimburse the Buyer Indemnified Parties for, any as and when incurred for all Adverse Consequences Losses which any Buyer Indemnified Party suffersmay suffer, sustains sustain or incurs directly become subject to, in connection with, incident to, resulting from or indirectly arising out of, of or in any way relating to or otherwise as a result by virtue of: : (1a) any breach of any representation or warranty on the part of Seller (or the inaccuracy of any representation) under ‎Article 4 of this Agreement or contained in any of the Transaction Documents; (b) any nonfulfillment or breach of any covenant or agreement on the part of Seller under this Agreement or contained in any of the representations Transaction Documents; (c) the Excluded Assets; (d) all Taxes (or warranties contained the non-payment thereof): (i) attributable to the Company, the Business or the Contributed Assets for any Pre-Closing Tax Period and for the portion of any Straddle Period ending on and including the Closing Date as determined in Article 3; accordance with Section ‎6.13(b), (1ii) of any Indebtedness member of an affiliated, consolidated, combined or Seller Transaction Expenses not taken into account in unitary group of which the payment under Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.3(c); 1.1502-6 or any analogous or similar state, local, or foreign Law or regulation, (1iii) of any Seller Taxes; Person (other than the Company) imposed on the Company as a transferee or successor, by contract or pursuant to any Law, rule, or regulation, which Taxes relate to an event or transaction occurring before the Closing or are otherwise properly allocable to a Pre-Closing Tax Period or the portion of any Straddle Period ending on and including the Closing Date, and (iv) any Proceeding that is disclosed on Schedule 3.12(aTransfer Taxes required to be paid by Seller pursuant to Section ‎3.7 (collectively “Indemnified Taxes”); and (ve) the Retained Liabilities; and (f) those matters set forth in Section ‎9.2(f) of the Disclosure Letter. Without limiting the foregoing, if (i) there shall have occurred any claims by or on behalf breach of any current representation, warranty, covenant or former holder agreement of, or alleged holder of any equity security of inaccuracy in any representation or warranty of, the Company or Seller contained herein, (including ii) the Company or any stockholder, option holder, warrant holder of its subsidiaries incurs or holder of convertible promissory notesis subject to any Losses (“Company Losses”) relating to or arising out of the Restructuring, this Agreementand (iii) such Company Losses would not have been incurred, or the transactions contemplated hereby Company and its subsidiaries would not have been subject to such Company Losses, in absence of such breach or therebyinaccuracy, or any Liability with respect then Buyer shall be deemed to any equity interests have suffered Losses in the amount of 70% of such Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”)Losses. (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreement.

Indemnification by Seller. (a) Subject to the limitations contained in this Article XI, Seller agrees to indemnify will indemnify, defend and hold harmless the Buyer and its directors, officers, employees, successors, assigns and representatives (collectively, "Buyer Indemnified Parties Parties") harmless from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Liabilities asserted against, resulting from or incurred, suffered or paid, directly or indirectly, by Buyer Indemnified Party suffersParties, sustains or incurs directly or indirectly arising out of, of or relating to or otherwise as a result of: to: (1i) any inaccuracy misrepresentation contained in or breach of of, any covenant, representation or warranty made by Seller in any of the Seller Documents; provided, however, that indemnification for any violation(s) of the representations and warranties set forth in Sections 3.5 and 3.7 relating to Environmental Laws shall be made only to the extent the aggregate of all such violations shall exceed the sum of Fifty Thousand Dollars ($50,000) (the "Basket"), and, in such event, indemnity shall be made only for the actual cost of such violations in excess of the Basket; and the foregoing Basket shall apply to any matter constituting a violation of Sections 3.5 and 3.7 regardless of which subsection of this Section 11.1 is asserted to give rise to Seller's duty to indemnify; (ii) the breach of any agreement or warranties undertaking of Seller contained in Article 3; any of the Seller Documents; (1iii) any Indebtedness Liability or obligation of Seller Transaction Expenses (whether absolute, accrued, contingent or otherwise and whether a contractual or other type of Liability, obligation or claim) not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; assumed by Buyer pursuant to this Agreement; (iv) except for the Assumed Liabilities, any Proceeding claims of creditors of Seller against the Purchased Assets or Buyer's title to the Purchased Assets (including any Liability of Seller that is disclosed on Schedule 3.12(abecomes a Liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law); ; (v) except to the extent Buyer is responsible for the following Liabilities under this Agreement, any claims by or on behalf of any current or former holder or alleged holder employees of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or Seller arising out of employment with Seller prior to the Restructuringconsummation of the Closing: (a) for wages, compensation, or benefits of any type under any Employee Benefit Plan; (b) on account of any alleged or actual contractual or other commitment of Seller to such employees; (c) on account of any work-related injuries or illnesses occurring or contracted prior to the consummation of the Closing, including, without limitation any refusal to rehire claim related thereto; (d) on account of any strike, work stoppage, slowdown, unfair labor practice allegation or finding, grievance proceedings, discrimination or hiring claims, or other controversies involving issues of employment, benefits, hiring practices, or any other aspect of the employer-employee relationship or any similar event or condition relating to personnel or employment relations matters occurring prior to the consummation of the Closing; and/or (e) under any workers' compensation, worker health or safety, equal employment opportunity, or discrimination statutes or laws of any type or description; (vi) any claims for sales and use taxes or any other Taxes made against Buyer on account of the consummation of the transaction contemplated by this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors on account of the Company Business or operations conducted at the Facilities prior to Closing; (including any claim made against vii) except for the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Assumed Liabilities, any Liability operations or activities of Seller in connection with ownership or use of the Company arising with respect to the operation of the Business Purchased Assets by Seller prior to the Closing, (vii) the Restructuring, and ; (viii) except for the operations Assumed Liabilities, any action, suit or proceeding commenced before or after the Closing based on an event occurring or a claim accruing prior to the consummation of Sellerthe Closing relating to Seller or the Purchased Assets; (ix) except to the extent Buyer is responsible for the same under this Agreement, Lijitany claim, the Lijit Business Liability, Taxes, tax lien, or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party Encumbrance arising from or with respect to any inaccuracy taxes owing on or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this AgreementPurchased Assets for periods prior to the Closing.

Indemnification by Seller. (a) Seller agrees to indemnify shall indemnify, defend and hold harmless each of Purchaser and its Affiliates, officers, directors, agents, representatives, shareholders and employees (each hereinafter referred to individually as a “Purchaser Indemnified Party” and collectively as the Buyer “Purchaser Indemnified Parties Parties”) from and against, and pay or reimburse the Buyer Indemnified Parties for, against any and all Adverse Consequences which losses, costs, damages, Liabilities, interest and expenses (including reasonable and documented out-of-pocket attorneys’ fees, other reasonable and documented professionals’ and experts’ fees and court costs incurred in connection with defending against or settling any Buyer of the foregoing, but excluding any punitive or exemplary damages, in each case except to the extent awarded in connection with a Third Party Claim) (hereinafter collectively referred to as “Damages”) incurred by a Purchaser Indemnified Party suffersParty, sustains or incurs directly or indirectly indirectly, whether or not due to a Third Party Claim (as defined below) arising out ofof or resulting from or in connection with: (i) any failure of any representation or warranty made by Seller in this Agreement, the Seller Disclosure Letter or any other Transaction Document, to be true and correct as of the Agreement Date or as of the Closing Date (as though such representation or warranty were made as of the Closing Date rather than the Agreement Date, except in the case of any individual representation and warranty that by its terms speaks only as of a specific date or dates, in which case as though made as of such specific date or dates) and any failure of any certification to be made by Seller pursuant to Section 6.2(a) to be true and correct as of the date such certificate shall be delivered to Purchaser (this clause (a), and any Third Party Claims to the extent relating to this clause (a), the “Seller Representation Indemnities”); (ii) any breach of or default in connection with any of the covenants or agreements made by Seller in this Agreement or any other Transaction Document and any failure of any certification to be made by Seller pursuant to Section 6.2(b) to be true and correct as of the date such certificate shall be delivered to Purchaser; (iii) any claim or Action commenced or threatened by any holder of Seller Shares or any other fully diluted equity interests of Seller, relating to this Agreement or otherwise as the Transactions, other than a result of: (1) any inaccuracy claim or Action by a Shareholder in or breach accordance with the terms of any of the representations or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; this Agreement; (iv) any Proceeding that is disclosed on Schedule 3.12(a)Excluded Liabilities; or (v) any claims Fraud by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreement.

Indemnification by Seller. (a) Subject to Closing and the limitations of Section 8.02(b) and the adjustments provided for in Section 8.02(c), Seller agrees to will indemnify and hold harmless the Buyer Purchaser and its representatives, shareholders, subsidiaries and Affiliates (collectively, the "Purchaser Indemnified Parties") and will reimburse the Purchaser Indemnified Parties from for any loss, liability, claim, damage, expense (including reasonable costs of investigation and againstdefense and reasonable attorneys fees and expenses to the extent defense is not provided by Seller and, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly with respect to matters arising out ofof Contracts that neither constitute Company Liabilities nor relate to Transferred Projects, relating to the reasonable time charges for participation in the defense of such matters by Purchaser's personnel) or otherwise as diminution of value, whether or not involving a result of: third party claim (1collectively, "Losses"), arising from or in connection with: (i) any inaccuracy in or breach of any representation or warranty made by Seller in Article II of this Agreement; (ii) any breach of any covenant or obligation of Seller in (A) Sections 4.01 through 4.10 of this Agreement and (B) Sections 4.11 through 4.13, Section 11.06 and Article VIII of this Agreement; (iii) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Seller or either of the representations Companies (or warranties contained any Person acting on their behalf) in Article 3; (1) connection with any Indebtedness or Seller Transaction Expenses not taken into account in of the payment under Section 1.3(c); (1) any Seller Taxes; transactions contemplated by this Agreement; (iv) any Proceeding that is disclosed on Schedule 3.12(a); product or component thereof sold and delivered by or any services provided by, the Companies, prior to the Closing Date other than in connection with the Transferred Projects and subject to the provisions of Section 5.07 hereof; (v) all Seller Liabilities; and (vi) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or threatened claims arising out of the Restructuringactions or inactions of either of the Companies, this Agreement, Seller or the transactions contemplated hereby or thereby, or any Liability its other Affiliates with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the ClosingClosing Date, excluding however, any claims arising or resulting from or related to the Transferred Projects regardless of whether such claims result from actions or inactions of either of the Companies, Seller or its other Affiliates taken or failed to be taken prior to the Closing Date or from actions or inactions of the Companies, Purchaser or its Affiliates taken or failed to be taken on or after the Closing Date. The Losses described in clauses (viii) the Restructuring, and (viiiii)(A) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being above are collectively referred to herein collectively as the “Special Claims”)"Purchaser Losses". (b) Seller agrees shall be liable to the Purchaser Indemnified Parties for any Purchaser Losses only if the aggregate amount of all Purchaser Losses exceeds $500,000 (the "Deductible"), in which case Seller shall only be obligated to indemnify and hold harmless Purchaser for Purchaser Losses in excess of the Buyer Deductible and, then, only to the extent indemnification payable by Seller with respect to Purchaser Losses under this Section 8.02 does not in the aggregate exceed $5,000,000. (c) Notwithstanding anything contained herein to the contrary, the amount for which a Purchaser Indemnified Parties from and against, and pay or reimburse Party is entitled to indemnification hereunder for Purchaser's Losses shall be reduced by the Buyer Indemnified Parties for, amount of any and all Adverse Consequences which tax benefits, amounts recovered under insurance policies, insurance loss funds or insurance deposits (net of deductibles and incidental expenses) and further reduced by recovery of any Buyer setoffs or counterclaims realized by the Purchaser Indemnified Party suffersthat are measurable in dollars with reasonable certainty (net of cost and expenses of recovering such amounts). (d) For the purposes of determining Purchaser Losses, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the Seller's representations or and warranties of Seller contained in Article 2; or II hereof, shall be deemed to be made without reference to any materiality qualifications, including, without limitation Material Adverse Effect qualifications. (1e) a breach Any indemnification payable by Seller of any of its covenants or agreements contained in under this AgreementSection 8.02 shall be, to the extent permitted by law, an adjustment to Purchase Price.

Indemnification by Seller. (a) Subject to the provisions of this Article IX and except with respect to indemnification for Taxes that are governed by Article VI, effective as of and after the Closing, Seller agrees to indemnify shall indemnify, defend and hold harmless Purchaser and its Affiliates (collectively, the Buyer “Purchaser Indemnified Parties Parties”), from and against, and pay or reimburse the Buyer Indemnified Parties for, against any and all Adverse Consequences which Covered Losses incurred or suffered by any Buyer of the Purchaser Indemnified Party suffersParties, sustains or incurs directly or indirectly to the extent arising out ofof or resulting from: (i) the failure of any representation or warranty of Seller contained in Article III to be true and correct as of the Closing Date (or with respect to representations and warranties that are made as of a specific date, relating the failure of such representations and warranties to or otherwise be true and correct as a result of: of such date); (1ii) any inaccuracy in or breach of any covenant or agreement of Seller contained in this Agreement; (iii) any Retained Liabilities (including any Retained Liabilities of the representations or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(cTarget Entities); (1) any Seller Taxes; and (iv) any Proceeding that is disclosed on Schedule 3.12(a); (vA) any claims by or on behalf the transfer of any current interest in any Target Entity, Excluded Asset, Assumed Liability or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating Retained Liability to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business among Seller and its Affiliates prior to the Closing, or (viiB) the Pre-Closing Restructuring, in each case of clauses (A) and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viiiB), together with (I) other than the transactions contemplated by Article II, (II) without limiting any claim by any Buyer Indemnified Party Assumed Liability and (III) other than with respect to any inaccuracy changes or breach modifications made to the Pre-Closing Restructuring at the request of the Fundamental Representations, being referred to herein collectively as the “Special Claims”)Purchaser. (b) Notwithstanding any provision to the contrary (other than those provisions contained in Article VI): (i) Seller agrees shall not be required to indemnify and indemnify, defend or hold harmless the Buyer any Purchaser Indemnified Parties from and Party against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Purchaser Indemnified Party suffersfor any (A) any Covered Losses pursuant to Section 9.2(a)(i) or Section 9.2(a)(iii), sustains to the extent that such Covered Losses are reflected, recorded or incurs directly included in Working Capital on the Post-Closing Statement; (B) any Covered Losses pursuant to Section 9.2(a)(i) (other than for a breach of or indirectly arising out ofinaccuracy in the Seller Fundamental Representations or the representations and warranties under Section 3.17), relating unless the claim involves Covered Losses in excess of $100,000 (the “De Minimis Amount”) and if such Covered Losses do not exceed the De Minimis Amount, such Covered Losses shall not be applied to or considered for the Deductible or otherwise for purposes of calculating the aggregate amount of the Purchaser Indemnified Parties’ Covered Losses under this Section 9.2(b)(i); and (C) any Covered Losses pursuant to Section 9.2(a)(i) (other than for a breach of or inaccuracy in the Seller Fundamental Representations or the representations and warranties under Section 3.17), until the aggregate amount of the Purchaser Indemnified Parties’ Covered Losses under Section 9.2(a)(i) exceeds $5,000,000 (the “Deductible”), after which Seller shall be obligated for all the Purchaser Indemnified Parties’ Covered Losses under Section 9.2(a)(i) in excess of the Deductible, subject to Sections 9.2(b)(i)(A) and (B), Section 9.2(b)(ii) and Section 9.2(a)(iv)(III); and (ii) the cumulative indemnification obligation of Seller under (A) Section 9.2(a)(i) (other than for a breach of or inaccuracy in the Seller Fundamental Representations) shall in no event exceed $105,000,000 (the “Cap”), (B) Section 9.2(a)(i) solely as a result of: (1) any of a breach of or inaccuracy in or breach of any of the representations or warranties of Seller contained Fundamental Representations shall in Article 2; or no event exceed the Purchase Price, and (1C) a breach by Seller of any of its covenants or agreements contained Section 9.2(a)(ii) shall in this Agreementno event exceed the Purchase Price.

Indemnification by Seller. (a) Seller agrees to indemnify and hold harmless the each Buyer Indemnified Parties Group Member from and against, and pay or reimburse the Buyer Indemnified Parties for, against any and all Adverse Consequences which any Losses incurred by such Buyer Indemnified Party suffers, sustains Group Member in connection with or incurs directly or indirectly arising out of, relating to or otherwise as a result of: from: (1i) any inaccuracy in or breach of any of the representations or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants in this Agreement or agreements in any Seller Ancillary Agreement; (ii) any failure of Seller to perform any of its obligations in this Agreement or in any Seller Ancillary Agreement; (iii) any breach of any warranty or the inaccuracy of any representation of Seller or Company contained or referred to in this Agreement (other than those representations contained in Section 4.6 of this Agreement) or any certificate delivered by or on behalf of Seller pursuant hereto; and (iv) any failure of Seller or the Company to obtain prior to the Closing any consent set forth in Schedule 4.1. (b) Notwithstanding any other term or provision of this Agreement to the contrary, including, but not limited to, the indemnification provisions of Section 10.1(a), or any qualification to or disclosure made pursuant to any covenant, representation or warranty contained herein, Seller agrees to indemnify and hold harmless at all times each Buyer Group Member from and against any and all Losses, other than those liabilities arising or accruing subsequent to the Closing pursuant to those agreements set forth in Schedule 4.15(A), Schedule 4.15(B), Schedule 4.15(C) and Schedule 4.15(I), other than as excluded by Schedule 8.1(J), (collectively, the "Assumed Obligations"), arising in any manner whatsoever with respect to or in connection with the ownership or operation of the Company, its assets or its business, prior to the Closing, or otherwise incurred or accrued by the Company prior to the Closing. Without limiting the generality of the foregoing, Losses subject to indemnification pursuant to this Section 10.1(b) shall specifically and additionally, as the case may be, include: (i) The extent to which Medical Expenses payable from the Claims Reserve exceed the amount of the Claims Reserve; (ii) Medical Expenses which (1) are not timely paid consistent with the claims payment practices of the Company prior to the Closing, regardless of whether the Medical Expenses are payable from the Claims Reserve or by HCUSA and (2) are subsequently paid by the Buyer or the Company, as the case may be, pursuant to Section 7.11; (iii) returns of, or adjustments to, premiums received with respect to Members for periods prior to the Closing; (iv) Losses resulting from the wrongful acts or omissions of Seller, the Company, their affiliates, or the employees, agents or contractors of any Seller Group Member prior to the Closing; (v) Losses, resulting from any agreement, obligation, promise or commitment that exists as of the Closing, oral or written, express or implied, binding the Company or its assets prior to or following the Closing, except for the Assumed Obligations, including, but not limited to, liabilities, obligations and regulatory sanctions resulting from agreements with or commitments to brokers, agents, administrators, or intermediaries for Groups arising from any failure to comply with Requirements of Law; (vi) Losses arising from any and all Taxes, including, without limitation, the effect of any and all Tax Sharing Arrangements or any other agreement with respect to Taxes that are the responsibility of Seller as more particularly provided in Section 9.1(a); (vii) any and all amounts due Providers or Groups for periods prior to the Closing pursuant to the terms of Variable Rate Agreements regardless of whether such amount is payable prior to or subsequent to the Closing; provided, however, that the amount due for periods prior to the Closing shall be determined at the conclusion of the term of the Variable Rate Agreement, or at such other time for such determination where specified therein, pro-rata in proportion to the percentage of total months subject to the Variable Rate Agreement that is constituted by the number of months preceding the Closing, (including the month during which the Closing occurs); (viii) any and all claims by a Buyer Group Member for indemnification pursuant to the Transition Service Agreements or the Assumption Agreement, as the case may be; (ix) Losses resulting from any breach or default by Principal Life Insurance Company of the Principal Agreement or of Section 7.1(d) of this Agreement (subject to Section 7.1(f)); and further provided, that as to any violation of Section 7.1(d), Losses shall be calculated on the basis of the product of (x) $688 per Member multiplied by (y) the number of Members lost as a result of Active Targeting by Principal Life Insurance Company or any of its Affiliates; and (x) Losses incurred or accrued by the Company following the Closing with respect to any Provider Service Agreements that were not included in Schedule 4.15(c) until the first date subsequent to the Closing that each such Provider Service Agreement may be terminated pursuant to its terms. (c) The indemnification provided for in Section 10.1(a) shall expire one month after the issuance of BCBSF's audited financial statements for the fiscal year ended December 31, 1999, provided, however, that such date shall be no later than June 15, 2000 (and no claim shall be made by any Buyer Group Member thereafter under Section 10.1(a)). The indemnification provided for in Section 10.1(b) shall terminate upon the expiration of the relevant statute of limitations applicable to the Losses and any extension thereof (and no claims shall be made by any Buyer Group Member under Section 10.1(b) thereafter). Notwithstanding the two sentences immediately precedent, the indemnification provided for in Section 10.1(a) by Seller shall continue as to: (i) the representations and warranties set forth in Sections 4.1, 4.2, 4.3 and 4.17 and the covenants and agreements of Seller set forth in Sections 7.2, 7.6, 7.9, 12.2, 12.8 and 12.9 and Article IX, as to all of which no time limitation shall apply; (ii) the representations and warranties set forth in Section 4.6, as to which the indemnification provided for shall terminate upon the expiration of the relevant statute of limitations applicable to the Losses and any extension thereof (and no claims shall be made by any Buyer Group Member under Article IX thereafter); and (iii) the covenant set forth in Section 7.1, as to which the indemnification provided for in this Section 10.1 shall terminate one year after the expiration of the noncompetition period provided for therein; furthermore, the indemnification provided for in Sections 10.1(a) and 10.1(b) by Seller shall continue as to any Loss of which any Buyer Group Member has notified Seller in accordance with the requirements of Section 10.3 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 10.1, as to which the obligation of Seller shall continue until the liability of Seller shall have been determined pursuant to this Article X, and Seller shall have reimbursed all Buyer Group Members for the full amount of such Loss in accordance with this Article X.

Indemnification by Seller. (a) From and after the Closing, subject to the other provisions of this ARTICLE 9, Seller (and Seller Guarantor pursuant to the Seller Guarantee) agrees to indemnify Purchaser and its officers, directors, employees and Affiliates (including the Company) (collectively, the "Indemnified Purchaser Entities") and to hold each of them harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which Indemnifiable Losses suffered, paid or incurred by any Buyer such Indemnified Party suffers, sustains or incurs directly or indirectly Purchaser Entity (i) arising out of, relating to or otherwise as a result of: (1) from any inaccuracy in or breach of any of the representations and warranties made by Seller to Purchaser in ARTICLE 3 and ARTICLE 4 or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under certificate delivered pursuant to Section 1.3(c); 7.03 (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf provided that, for purposes of determining the existence of any current or former holder or alleged holder such breach and the calculation of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability Indemnifiable Losses with respect to such breach, any equity interests in the "material", "materiality", "material respects", or "Company (including with respect to any options, warrants or convertible promissory notesMaterial Adverse Effect" qualifiers shall be disregarded), (ii) arising from or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreement, (iii) arising from or relating to any (x) Taxes (or the nonpayment thereof) of Seller and its Affiliates (other than Taxes of the Company) attributable to any Pre-Closing Tax Period or any Pre-Closing Straddle Period or (y) Taxes (or the nonpayment thereof) imposed on or with respect to the Company attributable to any Pre-Closing Tax Period or any Pre-Closing Straddle Period or (iv) that are Transaction Expenses. (b) Notwithstanding anything to the contrary contained in this Section 9.02, the Indemnified Purchaser Entities shall be entitled to indemnification: (i) with respect to any claim for indemnification pursuant to Section 9.02(a)(i), only if the aggregate Indemnifiable Losses to all Indemnified Purchaser Entities with respect to all such claims exceeds four million five hundred fifty thousand dollars ($4,550,000) (the "Deductible"), whereupon Seller shall be obligated to pay in full all such Indemnifiable Losses in excess of the amount of the Deductible; provided, however, that if Indemnifiable Losses in respect of any claim for indemnification pursuant to Section 9.02(a)(i) arising out of a specific breach do not exceed $50,000, then such amounts shall not be entitled to indemnification hereunder and shall not be included for purposes of determining whether the Deductible has been exceeded; provided, further, that the limitations set forth in this Section 9.02(b)(i) shall not apply to any indemnification obligations of Seller arising under Section 9.02(a)(i) related to the Seller Specified Representations or the representations and warranties contained in Section 4.06; and (ii) only if such claims are made on or before the expiration of the survival period set forth in Section 9.01 for the applicable representation, warranty, covenant or agreement. (c) Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Indemnified Purchaser Entities be entitled to indemnification for Indemnifiable Losses arising under Section 9.02(a)(i) in excess of ten percent (10%) of the Base Cash Purchase Price (the "Cap") in the aggregate; provided, however, that such limitation shall not apply to any indemnification obligations of Seller arising under Section 9.02(a)(i) related to the Seller Specified Representations or the representations and warranties contained in Section 4.06; provided, further, that the aggregate indemnification for all Indemnifiable Losses, including with respect to indemnification obligations of Seller arising under Section 9.02(a) related to the Seller Specified Representations or the representations and warranties in Section 4.06, shall not exceed the Base Cash Purchase Price.

Indemnification by Seller. (a) For the period commencing on the Closing Date and ending, as the case may be, upon the expiration of the periods specified in Section 9.1 (Survival of Representations, Warranties, Covenants and Agreements) hereof (if applicable), Seller agrees shall, subject to indemnify the limitations set forth in Section 9.1 (Survival of Representations, Warranties, Covenants and Agreements) 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 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 govern), (ii) Losses arising out of or relating to the matters set forth on Schedule 9.3 to the extent set forth thereon, (iii) all Losses incurred in connection with litigation that was omitted from the Schedules hereto in breach of the representations set forth in Section 3.8 (Litigation) hereof and (iv) all Losses to the extent relating to any assets, properties or businesses of the Companies and their Subsidiaries transferred or to be transferred to Seller or any of its Affiliates (other than the Companies and their Subsidiaries), in connection with the transactions contemplated hereby on or prior to the Closing Date. (b) In addition to the foregoing, and without regard to and without being counted in calculating the Deductible, but to be included in determining if the Limit has been reached, from and after the Closing Seller shall indemnify, defend and hold harmless the Buyer Indemnified Parties from against and against, in respect of fifty percent (50%) of all Losses in excess of $5 million per Qualifying Customer Litigation (as defined below). A "Qualifying Customer Litigation" is a case or group of consolidated cases with substantially identical claims brought by customers of both the Business and pay or reimburse customers of similar businesses of Seller to the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, extent relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation conduct of the Business prior to the Closing, (vii) Closing Date and filed with a Court after the Restructuring, date hereof and (viii) prior to the operations third anniversary of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viiiClosing Date. For purposes of this Section 9.3(b), together with any claim by any case filed against Seller or its Affiliates before the date hereof which does not currently name or involve the Companies or their Subsidiaries or the Business, but subsequent to the date hereof, is modified so that it does name or involve the Companies or their Subsidiaries or the Business, shall be deemed to have been filed after the date hereof. Except as specifically provided in this Agreement, Seller shall have no liability to Buyer Indemnified Party with respect to any inaccuracy Losses to the extent relating or breach arising out of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any conduct of the representations Business on or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreementafter the Closing Date.

Indemnification by Seller. Subject to Section 8.1 and Section 8.4 hereof, Seller hereby indemnifies and holds each of Purchaser and Purchaser’s Affiliates (aincluding, after the Effective Time, Royalty Sub) Seller agrees to indemnify and hold any and all of their respective partners, directors, managers, members, officers, employees, agents and controlling Persons (each, a “Purchaser Indemnified Party”) harmless the Buyer Indemnified Parties from and against, and will pay or reimburse to each Purchaser Indemnified Party the Buyer Indemnified Parties foramount of, any and all Adverse Consequences which any Buyer Losses (including attorneys’ fees) awarded against or incurred or suffered by such Purchaser Indemnified Party suffersParty, sustains whether or incurs directly not involving a third party claim, demand, action or indirectly proceeding, arising out of, relating to or otherwise as a result of: : (1a) any inaccuracy in or breach of any representation, warranty or certification made by Seller in any of the representations Transaction Documents or warranties contained certificates or documents delivered by Seller in Article 3; writing pursuant thereto; (1b) any Indebtedness breach of or default under any covenant or agreement by Seller pursuant to any Transaction Expenses not taken into account in the payment under Section 1.3(c); Document; (1c) any breach or default under any covenant or agreement by Seller Taxes; (iv) pursuant to any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company Note Documents or License Agreements; or (including any stockholder, option holder, warrant holder or holder of convertible promissory notesd) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect Person for fees, expenses, costs, liabilities or other amounts incurred or owed by Seller to any inaccuracy brokers, financial advisors or breach of the Fundamental Representations, being referred comparable other Persons based upon any agreement or understanding alleged to herein collectively as the “Special Claims”). (b) have been made by any such Person with Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants Affiliates (or agreements contained any Person on behalf of Seller or any of its Affiliates) in this Agreementconnection with the Contemplated Transactions. Any amounts due to any Purchaser Indemnified Party hereunder shall be payable by Seller to such Purchaser Indemnified Party, subject to Sections 8.1, 8.4 and 8.5.

Indemnification by Seller. (a) 9.3.1 Subject to the provisions of this ARTICLE 9, from and after the Closing, the Seller hereby agrees to indemnify indemnify, defend and hold harmless the Buyer and each of its Affiliates and each of their respective directors, officers, employees, agents, advisors, representatives managers, stockholders, members, successors, and permitted transferors and assignees (collectively, the “Buyer Indemnified Parties Persons”), from and against, against and pay or reimburse the Buyer Indemnified Parties for, in respect of any and all Adverse Consequences which any Buyer Indemnified Party suffersDamages imposed on, sustains sustained, incurred or incurs suffered by or asserted against them, directly or indirectly arising out ofindirectly, relating to or otherwise as a result of: but only in respect of the following and without duplication (1in each case resulting in Damages): (a) any inaccuracy in Seller’s representations and warranties when made or breach of any of the representations or warranties contained deemed made in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or therebyany other Transaction Documents, or in any Liability with respect to any equity interests in the Company (including with respect to any optionsSchedule, warrants Exhibit, certificate, agreement, instrument or convertible promissory notes), or relating to any alleged breach of fiduciary duty document delivered by the directors of the Company (including any claim made against the Company Seller pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, or in connection with this Agreement or any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”).Transaction Document; (b) the Seller’s breach or failure to perform or otherwise fulfill any of their agreements, covenants, obligations or undertakings under this Agreement or under any other Transaction Document; (c) any Excluded Assets or Excluded Liabilities, including without limitation, the Legal Proceeding set forth on Part 5.14 of the Disclosure Schedule; (d) the Seller’s ownership, operation or use of the Acquired Assets or the conduct of the Business by the Seller agrees on or before the Closing Date; and (e) the Seller’s failure to indemnify and hold harmless deliver any of the Buyer Indemnified Parties from and against, and pay Required Consents set forth on Part 5.3 of the Disclosure Schedule on or reimburse before the Buyer Indemnified Parties for, any and all Adverse Consequences which Closing Date. 9.3.2 With respect to any Buyer Indemnified Party suffersPerson, sustains or incurs directly or indirectly arising out of, relating Seller acknowledges and agrees that the Buyer is contracting on its own behalf and for such Buyer Indemnified Persons and the Buyer shall have the right to or otherwise as a result of: (1) any inaccuracy in or breach of any of obtain and hold the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained rights and benefits provided for in this AgreementSection 9.3 for and on behalf of such Buyer Indemnified Persons.

Indemnification by Seller. Subject to the provisions of this Article VII, Seller agrees to indemnify, defend and hold Buyer and its affiliates, parents, officers, members, managers, employees, agents, successors and assigns, (such indemnified persons are collectively hereinafter referred to as “Buyer Indemnified Persons”), harmless from and against any and all loss, liability, damage or deficiency (including interest, penalties, judgments, costs of preparation and investigation, and attorneys’ fees) (collectively, “Losses”) that any Buyer Indemnified Person may suffer, sustain, incur or become subject to arising out of or due to: (a) the Excluded Liabilities or the Excluded Assets; (b) the nonfulfillment of any covenant, undertaking, agreement or other obligation of Seller agrees to indemnify and hold harmless or any other party (other than Buyer) under this Agreement or any Schedule hereto; (c) any inaccuracy of any representation of Seller or any other party (other than Buyer) in this Agreement or any Schedule hereto; (d) the Buyer Indemnified Parties from and against, and pay breach of any warranty or reimburse the Buyer Indemnified Parties for, covenant of Seller or any other party (other than Buyer) in this Agreement or any Schedule hereto; (e) any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, environmental liabilities relating to or otherwise as a result of: the Assets incurred prior to the Closing Date; (1f) any inaccuracy in or breach failure of Seller to comply with the laws of any jurisdiction relating to bulk transfers that may apply in connection with the sale and transfer of the representations or warranties contained in Article 3Assets to Buyer; (1g) any Indebtedness or Seller Transaction Expenses not taken into account in and all liabilities for Taxes (including the obligation to contribute to the payment under Section 1.3(c)of a tax determined on a consolidated, combined, or unitary basis with respect to a group of corporations that includes or included Seller) of Seller or its respective affiliates for all taxable periods or portions thereof ending on or before the Closing Date; or (1h) any Seller Taxes; (iv) any Proceeding and all gains, transfer, sales, use, bulk sales, recording, registration, documentary, stamp, and other Taxes that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreementmay result from, or be incurred in connection with the transactions contemplated hereby by this Agreement (“Conveyance Taxes”). “Losses” as used in this Article VII is not limited to matters asserted by third parties, but includes Losses incurred or thereby, or any Liability with respect to any equity interests sustained in the Company (including with respect absence of third party claims. Payment is not a condition precedent to any options, warrants or convertible promissory notes), or relating to any alleged breach recovery of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”)indemnification for Losses. (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreement.

Indemnification by Seller. (a) Subject to the provisions of this Article IX, effective as of and after the Closing, Seller agrees to indemnify shall indemnify, defend and hold harmless Purchaser, its officers, directors, managers, employees, stockholders, members, assigns, successors and its Affiliates (collectively, the Buyer “Purchaser Indemnified Parties Parties”), from and against, and pay or reimburse the Buyer Indemnified Parties for, against any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains Covered Losses incurred or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of suffered by any of the representations Purchaser Indemnified Parties, whether or warranties not involving a third-party claim, in each case in connection with, to the extent arising out of or resulting from, directly or indirectly, (i) any breach or inaccuracy of any representation or warranty of Seller contained in Article 3; this Agreement or in any other agreement, certificate or other document delivered or provided in connection with the consummation of the Transaction (1) any Indebtedness or Seller other than the Transaction Expenses not taken into account in the payment under Section 1.3(cDocuments); (1ii) any breach or nonfulfillment of any covenant or agreement of Seller Taxescontained in this Agreement or in any other agreement, certificate or other document delivered or provided in connection with the consummation of the Transaction (other than the Transition Services Agreement, the Supply Agreement, Toll Manufacturing Agreement and IP License Agreement); (iii) any Excluded Assets; and (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Retained Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Notwithstanding any other provision to the contrary: (i) Seller agrees shall not be required to indemnify and indemnify, defend or hold harmless the Buyer any Purchaser Indemnified Parties from and Party against, and pay or reimburse the Buyer any Purchaser Indemnified Parties Party for, any Covered Losses pursuant to (A) Section 9.2(a), to the extent such Covered Losses are reflected, recorded or included in Working Capital on the Post-Closing Statement as finally determined in accordance with Section 2.9; (B) Section 9.2(a)(i), unless such claim (or series of related claims) involves Covered Losses in excess of $75,000 (the “De Minimis Amount”) and all Adverse Consequences which any Buyer Indemnified Party suffersif such Covered Losses do not exceed the De Minimis Amount, sustains or incurs directly or indirectly arising out of, relating such Covered Losses shall not be applied to or considered for the Deductible or otherwise as a result of: (1) any inaccuracy in or breach for purposes of any calculating the aggregate amount of the representations or warranties Purchaser Indemnified Parties’ Covered Losses under this Section 9.2(b)(i); and (C) Section 9.2(a)(i), until the aggregate amount of the Purchaser Indemnified Parties’ Covered Losses under Section 9.2(a)(i) exceeds $3,150,000 (the “Deductible”), after which Seller shall be obligated for all the Purchaser Indemnified Parties’ Covered Losses under Section 9.2(a)(i) in excess of the Deductible, subject to Sections 9.2(b)(i)(A) and (B) and Section 9.2(b)(ii); provided, however, that the foregoing limitation in Section 9.2(b)(i)(C) shall not apply to any claims with respect to the Seller Fundamental Representations and the foregoing limitations in Sections 9.2(b)(i)(A), 9.2(b)(i)(B) and 9.2(b)(i)(C) shall not apply to any claims based on fraud; and (ii) the cumulative indemnification obligation of Seller contained under Sections 9.2(a)(i) shall in Article 2no event exceed $35,700,000 (the “Cap”); provided, however, that the Cap shall not apply to any claims with respect to the Seller Fundamental Representations or (1) a breach by Seller of any of its covenants or agreements contained in this Agreementbased on fraud.

Indemnification by Seller. (a) Seller Subject to the limitations in paragraph (b) below, the Seller, jointly and severally with the other Sellers entering into the Parallel Agreements, agrees to defend, indemnify and hold harmless the Buyer Buyer's Indemnified Parties Persons from and against, and pay or reimburse the Buyer Indemnified Parties for, any and against all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs Losses directly or indirectly incurred by or sought to be imposed upon any of them: (i) resulting from or arising out of, relating to or otherwise as a result of: (1) of any inaccuracy in or breach of any of the representations or warranties contained (other than those in Article 3; (1Sections 2.1, 2.2, 2.8, 2.10 and, solely to the extent relating to title, Section 2.11) made by the Company or the Seller in or pursuant to this Agreement or by the Company or any Indebtedness other Seller in or Seller Transaction Expenses not taken into account in pursuant to the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security corresponding sections of the Company Parallel Agreements, or in any agreement, document or instrument executed and delivered pursuant hereto or thereto or in connection with the Closing; provided that, for the purpose of this Section 8.1, any qualification of such representations and warranties by reference to the materiality of matters stated therein, shall be disregarded in determining the amount of Losses arising from such breach; (including any stockholder, option holder, warrant holder or holder of convertible promissory notesii) relating to resulting from or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties made by the Company or the Seller pursuant to Sections 2.1, 2.2, 2.8, 2.10 and, solely to the extent related to title, Section 2.11 in or pursuant to this Agreement, or by the Company or any other Seller in or pursuant to the corresponding sections of Seller contained in Article 2; the Parallel Agreements; (iii) resulting from or (1) a breach by Seller arising out of any breach of any covenant or agreement made by Sellers in or pursuant to this Agreement or by the Company or any other Seller in or pursuant to the corresponding sections of the Parallel Agreements; (iv) in respect of any liability or obligation of the Company which Seller has expressly assumed or agreed to be responsible for hereunder or under an Ancillary Agreement or which any other Seller has expressly agreed to assume or be responsible for under a Parallel Agreement or an agreement ancillary thereto; (v) resulting from or arising out of any liability, payment or obligation arising out of any litigation or similar matter required to be disclosed on Schedule 2.21 hereto or in any Parallel Agreement, except to the extent of reserves with respect thereto on the Base Balance Sheet; (vi) resulting from or arising out of the intentional misrepresentation or breach of warranty of the Company or any Seller or any intentional failure of the Company or any Seller to perform or comply with any covenant or agreement of the Company or any Seller, respectively contained herein or in any Parallel Agreement; (vii) resulting from or arising out of any liability, payment or obligation in respect of any taxes owing by the Company, Sellers or Buyer, as successor to the Company, of any kind or description (including interest and penalties with respect thereto) for all periods, or portions thereof, up to an including the Closing Date, except to the extent of reserves with respect thereto on the Base Balance Sheet; (viii) resulting from or arising out of any third party action, whether by a governmental authority or other third party for damages, including fines or penalties, or clean-up costs or other compliance costs under any environmental law or from the violation of any environmental law arising out of the operations of the Company on or before the Closing Date; (ix) resulting from or arising out of any Benefit Plan and relating to matters occurring prior to the Closing; or (x) equal to the amount by which the actual net book value and the cash and cash equivalents of the Company on the Closing Date are less than $1,376,000 and $440,000, respectively. (b) The right to indemnification under paragraph (a) is subject to the following limitations: (i) The Seller shall have no liability under paragraph (a) unless one or more of the Buyer's Indemnified Persons gives written notice to the Seller asserting a claim for Losses, including reasonably detailed facts and circumstances pertaining thereto, before the expiration of the period set forth below: (A) for claims under (i), (v), (ix) and (x), a period of two (2) years from the Closing Date; (B) for claims under clauses (iii), (vii), and (viii), for so long as any claim may be made in respect of such matters under any applicable statute of limitations, as it may be extended by Seller, or by Buyer with Seller's written consent; and (C) for claims under clauses (ii), (iv) and (vi) of paragraph (a) above, without limitation as to time; except that, for any claim based upon a covenant or undertaking which by its covenants terms is to be performed after the Closing, then the period above shall commence on the date when such covenant or agreements contained in agreement should have been performed. (ii) Indemnification for claims under paragraph (a) above (other than under clauses (a)(ii), (iv), (vi), (vii), (viii), (ix) and (x)) shall be payable by Sellers only if the aggregate amount of all Losses hereunder by Xxxxx's Indemnified Persons shall exceed $60,000, at which point Sellers jointly or severally shall be responsible for all Losses, including the first $60,000 of such Losses. The aggregate liability of all Sellers for indemnification under paragraph (a) above (other than under clauses (a)(ii), (iv), (v) and (vi)) shall not exceed the aggregate Purchase Price paid by all of them under this AgreementAgreement and the Parallel Agreements. (iii) The gross amount with respect to a claim for indemnification for which the Seller may be liable to a Buyer's Indemnified Person pursuant to this Article 8 shall be reduced by any insurance proceeds actually recovered by or on behalf of the Indemnified Person on account of the indemnifiable Loss. (iv) Seller shall not be liable to Buyer under this Agreement for any Losses which result from or arise out of the conduct of the Company's business after the Closing.

Indemnification by Seller. (a) Subject to the provisions of this Article VIII, from and after the Closing, Seller agrees to indemnify shall indemnify, defend and hold harmless Buyer, its Affiliates (including the Acquired Entity after the Closing) and its and their respective Representatives (collectively, the “Buyer Indemnified Parties from Parties”) from, against and against, and pay or reimburse the Buyer Indemnified Parties for, in respect of any and all Adverse Consequences which damages, losses, judgments, penalties, and costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees) but excluding any punitive or exemplary damages or losses (collectively, “Losses”), actually incurred by any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: : (1i) any inaccuracy in or the breach of any of the representations representation or warranties contained warranty made in Article 3; II or Article III (1or the certificate delivered pursuant to Section 6.2(d) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current Seller at or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, ) that is not a Sell-Side Fundamental Representation; (viiii) the Restructuring, and breach of any Sell-Side Fundamental Representation (viiior the certificate delivered pursuant to Section 6.2(d) by or on behalf of Seller at or prior to the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party Closing with respect to thereto); (iii) any inaccuracy or breach of any covenant or agreement contained in this Agreement to be performed or complied with by the Fundamental RepresentationsAcquired Entity prior to the Closing or Seller prior to or after the Closing; (iv) all Taxes (or the non-payment thereof) imposed on or payable by the Acquired Entity for any Pre-Closing Tax Period or as a result of the Acquired Entity being a member of an affiliated, being referred consolidated, combined or unitary group on or prior to herein collectively as the “Special Claims”Closing Date; and (v) any matter set forth on Schedule 8.2(a)(v). (b) Notwithstanding any other provision in this Agreement to the contrary, the indemnification provided for in Section 8.2(a) shall be subject to the following limitations: (i) Seller agrees shall not be required to indemnify and hold harmless the Buyer Indemnified Parties from with respect to any claim for indemnification arising out of or relating to matters described in Section 8.2(a)(i) unless and againstuntil the aggregate amount of all such claims for such matters exceeds one half of one percent (0.50%) of the Purchase Price (the “Deductible”), and pay or reimburse the in which event Buyer Indemnified Parties forwill be entitled to recover all Losses arising out of or relating to such matters in excess of the Deductible; (ii) Seller’s aggregate Liability for Losses arising out of or resulting from claims under Section 8.2(a)(i) shall in no event exceed an amount equal to ten percent (10%) of the Purchase Price; (iii) Except in the case of fraud, any and all Adverse Consequences which Seller’s aggregate Liability for Losses arising out of or resulting from claims under this Agreement shall in no event exceed the Purchase Price. For the avoidance of doubt, the limitations set forth in this Section 8.2(b) shall not apply in the case of fraud; and (iv) Seller shall have no obligation to indemnify any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) from and against any inaccuracy in or breach Taxes of any Person (A) for any taxable period or portion of a taxable period that is not a Pre-Closing Tax Period (or any other Losses directly related to such Taxes) or (B) that are attributable to any transaction occurring after the Closing Date. Additionally, the representations or and warranties of Seller contained in Article 2; or (1) Section 3.12 may only be relied upon for purposes of Tax Liabilities for Pre-Closing Tax Periods, and are not a breach by Seller guarantee of any Tax assets or the efficacy of its covenants any Tax positions taken or agreements contained in this Agreementto be taken with respect to any Tax period (or portion thereof) ending after the Closing.

Indemnification by Seller. (a) Subject to the limitations of Sections 9.01 and 9.05, Seller agrees to indemnify in full, defend and hold harmless Buyer, its respective officers, directors, employees, agents and shareholders (collectively, the “Buyer Indemnified Parties”) against any direct loss, liability, direct damage, expense or cost (including reasonable attorneys’ fees and expenses) but specifically excluding consequential damages, loss of profits, punitive damages, exemplary damages, incidental and other indirect damages (collectively, “Losses”), whether or not involving a third-party Claim (as defined in Section 9.04(a)) actually incurred or paid prior to the expiration of the indemnification obligation of Seller hereunder, which the Buyer Indemnified Parties from and againstmay suffer, and pay sustain or reimburse the Buyer Indemnified Parties forbecome subject to, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the following: (a) any misrepresentation in any of the representations or and warranties of Seller contained in Article 3; (1) the Seller Documents or in any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims certificate delivered by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating Seller pursuant to or arising out of the Restructuring, this Agreement; (b) any breach of, or the transactions contemplated hereby failure to perform, any agreement or thereby, covenant of Seller contained in any of Seller Documents; (c) any Claim or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made threatened Claim against the Company pursuant Buyer Indemnified Parties to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability extent arising in connection with the actions or inactions of the Company arising Seller with respect to the operation Transferred Intellectual Property prior to the Closing Date; (d) any Claim or threatened Claim arising out of, or in connection with, the agreement and plan of merger among Appriva Medical, Inc., Microvena Corporation and Appriva Acquisition Corp., dated July 15, 2002, including, without limitation, any Contingent Payments; (e) any former or present employees, officers of, consultants to, or independent contractors to, Seller holding any rights in or to the Business Intellectual Property; (f) any product liability Claims relating to the Transferred Intellectual Property and/or sales of and Applicable Technology or component thereof prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”).; or (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1g) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreementexcluded liability pursuant to Section 1.04.

Indemnification by Seller. (a) Seller agrees to indemnify and hold harmless each of the Buyer Products Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties foragrees to hold each of them harmless from, any and all Adverse Consequences which any Buyer Indemnified Party suffersLosses incurred or suffered by it relating to, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of connection with, any of the representations or warranties contained in Article 3; following: (1a) any Indebtedness fraud or willful breach on the part of Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in provision of this Agreement or any Related Agreement or any other document delivered at the Company Closing; (including with respect to b) any options, warrants knowing or convertible promissory notes)willful breach of, or relating failure by Seller or McCxxxxx xx perform, any covenant or obligation of Seller or McCxxxxx (x) set out or contemplated in this Agreement or any document delivered at the Closing to the extent it is to be performed following the Closing, or (y) described in Section 6.1, 6.5, 6.6, 6.8, 6.9, 6.10, 6.13 or 6.14; (c) alleged defects in design, manufacture, materials or workmanship, or any alleged breach of fiduciary duty by the directors of the Company express or implied specifications, warranties or representations (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, "in the field" defects or breaches covered by the Transition Services Agreement) of any Liability of the Company arising with respect to the operation of the Business Product ("PRODUCT WARRANTY CLAIMS") sold prior to the Closing; (d) alleged injury to individuals or alleged damage to property resulting from any Product ("PRODUCT DAMAGE CLAIMS") sold prior to the Closing; and (e) all liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether due or to become due (vii) the Restructuring"LIABILITIES"), and (viii) the operations of Seller, Lijitexcept for (i) trade accounts payable, and other accounts payable, incurred in the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach ordinary course of the Fundamental RepresentationsAutomotive Business and consistent with past practice, being referred (ii) Liabilities to herein collectively as the “Special Claims”). Continuing Employees, (biii) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any Liabilities under leases for leased assets of the representations or warranties Company at Closing , (iv) other Contracts (including the membership of Seller contained the Detroit golf club) of the Company listed in Article 2the Company Disclosure Schedule as being Contracts of the Company at Closing, (v) the Debt Repayment Amount; or and (1vi) a breach by Seller of Product Warranty Claims and Product Damage Claims for any of its covenants or agreements contained in this AgreementProduct sold prior to the Closing.

Indemnification by Seller. (a) From and after the Closing Date, subject to the limitations set forth in this Section 9.1, Seller agrees to indemnify shall retain, and shall indemnify, defend and hold harmless each Buyer, the Subsidiaries, and their Affiliates, and each of respective partners, officers, directors, employees, members, advisors, attorneys and other agents (each a “Buyer Indemnified Parties Indemnitee” and collectively, the “Buyer Indemnitees”) from and againstagainst all Losses whether direct or indirect, known or unknown, foreseen or unforeseen (provided that, for the avoidance of doubt, in no event shall “Losses” include any consequential or punitive damages), that may exist or hereafter arise on account of or in any way be connected with the following (collectively, the “Pre-Closing Seller Retained Liabilities”): (i) the payment of any amounts due and payable or accrued but not yet due or payable prior to the Closing under the Contracts (but expressly excluding the Management Agreement), the Leases and the Permits, except to the extent Buyer has received a credit for such liabilities; (ii) the payment of all Taxes due and payable or accrued but not yet due or payable prior to the Closing Date, except to the extent Purchaser has received a credit for such Taxes; (iii) third party claims (including, without limitation, claims by any Employees or any Governmental Authority with respect to the Employees) to the extent related to facts or matters first arising or accruing prior to the Closing Date, including the payment of any compensation due to such Employees and including but not limited to any liabilities to any Employees under any of Seller’s employee plans, if any, except to the extent Buyer has received a credit for such liabilities on the Preliminary Closing Statement; provided, however, that for the avoidance of doubt, the indemnification obligation described in this Section 9.1(a)(iii) shall not include liability (A) for any severance or separation compensation payable to any Employee whose employment is terminated by Buyer on or after the Closing Date, regardless of whether such Employee was employed at the Property prior to the Closing Date or (B) arising from any failure to fund any applicable pension plans; provided, however, that remedies under or pursuant to the Employer Substitution Agreement shall not be duplicative of any remedy provided herein, and pay or reimburse the Buyer Indemnified Parties for, Buyer’s recovery of any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out remedy pursuant to this Agreement is exclusive of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of and may not be again recovered under, the representations or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; Employer Substitution Agreement; (iv) payment or resolution of mechanics’ or materialmens’ liens filed against the Property relating to periods prior to the Closing (except to the extent such liens are required to be cured or discharged by the Tenant under any Proceeding that is disclosed on Schedule 3.12(aLease); , including, without limitation, liens in connection with the Line of Credit; (v) any claims by or on behalf Claim arising from events at the Property during the period of any current or former holder or alleged holder of any equity security Sellers’ ownership of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) Interests relating to personal injury, wrongful death or arising out property damage; (vi) any Claim relating to the ownership or operation of the Restructuring, this Agreement, Four Seasons Mexico City Hotel; (vii) any Claim by Deutsche Bank and related to the Line of Credit and LOC Pledge; and (viii) any Claim for reimbursement by Manager against Punta Mita Resort or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), Punta Mita TRS arising from or relating to any alleged breach of fiduciary duty indemnity claim brought against Manager by the directors of the Company (including any claim made against the Company Servicios Administrativos pursuant to Section 8.9(a) hereof)the Existing Employer Agreement, (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of extent such Claim arises during the Business period, or relates to an event occurring prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”)Closing Date. (b) Seller agrees retains the right to xxx and otherwise pursue remedies, reimbursement and subrogation against Manager. (c) Seller shall have no obligation to retain, or indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly liabilities arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any Claims related to Pre-Closing Seller Retained Liabilities to the extent such Claims are covered by insurance maintained by Buyer or Seller (and Seller hereby agrees that any statute of limitations with respect to such Claims shall be tolled while Buyer pursues payment under such insurance). In connection with the foregoing, Buyer shall maintain, and/or continuously pay for and cause Manager to maintain, insurance with such coverages and in such amounts as maintained by Manager as of the representations Effective Date, and Buyer’s obligation to maintain such insurance shall survive the Closing for a period of twenty-four (24) months from the Closing Date. All such policies of insurance maintained by Buyer pursuant to this Section 9.1(c) shall contain standard waivers of subrogation. Failure of Buyer to maintain or warranties cause Manager to maintain continuously for the duration of Seller contained in such twenty-four (24) month period the insurance shall invalidate any Claim made by a Buyer Indemnitee pursuant to this Article 2; IX to the extent such Claim would have been covered by such insurance. For the avoidance of doubt, no recovery by Buyer under any such insurance policies shall be credited towards, or (1) a breach by Seller of any of its covenants operate to reduce or agreements contained in this Agreementlimit Seller’s Indemnity Cap.

Indemnification by Seller. (a) Subject to Sections 12.3 and 12.4, from and after the Closing, Seller agrees to shall protect, defend, indemnify and hold harmless the Buyer and its Affiliates and Buyer’s and such Affiliates’ respective directors, officers, partners, owners and employees (each such Person, a “Buyer Indemnified Parties Party” and, collectively, the “Buyer Indemnified Parties”) from and against, and pay or reimburse the Buyer Indemnified Parties for, against any and all Adverse Consequences Losses to which any Buyer Indemnified Party suffers, sustains becomes subject or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party sufferssuffers or incurs, sustains insofar as such Losses arise out of or incurs directly or indirectly arising out of, relating to or otherwise as a result of: from (1a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its representations or warranties made in this Agreement or any breach of any certification made in Seller’s Closing Certificate, (b) any breach of any of the covenants or agreements of Seller contained in this Agreement, (c) any current or former employee of Seller or any of Seller’s Affiliates in connection with their employment or termination of employment on or prior to the Closing (other than liabilities assumed by Buyer pursuant to Section 7.9.4, Section 7.7 or the Assumed Plans) and/or (d) the Gas Cost Compliance Audit including any Losses attributable to disallowance of costs (or settlement of any dispute with the APSC concerning the prudence of costs incurred by the Company); provided, however, that when determining whether representations or warranties or certifications of Seller set forth in this Agreement or in Seller’s Closing Certificate have been breached for purposes of determining the indemnification obligations of Seller under this Agreement, (x) the terms “Material Adverse Effect”, “material,” “materiality” or words of similar import as used therein shall be disregarded (other than (i) the reference to “material” and “materiality” in Section 3.12 (Financial Statements), (ii) the reference to “material” in Section 3.17 (Insurance), (iii) the references to “material,” “non-material” and “Material Adverse Effect” in Section 3.18) (No Undisclosed Liabilities; No Material Adverse Effect), and (iv) the references to “material” in Section 3.22 (Books and Accounts), in which cases effect shall be given to such qualifiers included therein), and (y) the term “Knowledge of Seller” in (I) the last sentence of Section 3.5 and (II) the penultimate sentence of Section 3.6 shall be disregarded. As used herein, “Losses” means any losses, liabilities, claims, damages or obligations (including whether direct or indirect, known, unknown, absolute or contingent, accrued or unaccrued or liquidated or unliquidated) and whether in contract, tort, strict liability or otherwise, and including all reasonable costs and expenses relating thereto (including all reasonable fees, disbursements and expenses of legal counsel, experts, engineers and consultants and costs of investigation), whether or not involving a third party claim; provided, however, that Losses shall not include (i) any consequential, special, multiple, punitive or exemplary damages, except to the extent resulting from third party claims or (ii) any amount taken into account (without duplication) in determining (A) the Closing Purchase Price pursuant to Section 2.2.1 as a result of taking such Losses into account in determining the Estimated Net Working Capital or (B) the Purchase Price pursuant to Section 2.2.2 as a result of taking such Losses into account in determining the Closing Net Working Capital. Notwithstanding the forgoing, Section 8.5 shall be the exclusive remedy with respect to matters related to Taxes and the representations and warranties in Section 3.11 (and the certifications in Seller’s Closing Certificate insofar as relating to said Section 3.11) and this Section 12.1 shall not apply to such matters.

Indemnification by Seller. (a) Subject to the terms and conditions set forth herein and subject to the limitations set forth in Section 9.1 above and Section 9.2(b) below, from and after the Closing, Seller agrees shall indemnify, defend (with legal counsel of Seller's choice, which shall be reasonably acceptable to indemnify Purchaser) and hold harmless Purchaser, NAA and their respective directors, officers, employees, representatives and Affiliates (each, a "Purchaser Party" and collectively, the Buyer Indemnified Parties "Purchaser Parties") from and against, and pay or reimburse the Buyer Indemnified Parties for, against any and all Adverse Consequences which demands, actions, causes of action, losses, liabilities, claims, damages, and/or expenses of any Buyer Indemnified kind (including costs of investigation and defense and reasonable attorneys' fees and expenses and diminution in value), whether or not involving a third-party claim (collectively, "Damages") threatened or asserted against, or suffered or incurred by any Purchaser Party suffers(collectively, sustains the "Purchaser Damages") as a result of or incurs directly or indirectly arising out of, relating to directly or otherwise as a result of: indirectly: (1i) any inaccuracy in or breach of any representation or warranty of the representations or warranties Seller contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, unless Purchaser or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors World knew of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business breach prior to the Closing, Closing Date and Purchaser nevertheless elected to complete the acquisition of the Shares pursuant to this Agreement; (viiii) any breach of any covenant or agreement on the Restructuring, and (viii) the operations part of Seller, LijitSeller contained in this Agreement, the Lijit Business Collateral Agreements or FMP Canada Inc any other document delivered pursuant to this Agreement; and (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with iii) any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”matter described on Schedule 9.2(a)(iii). (b) The obligations of Seller agrees to indemnify indemnify, defend, and hold harmless any Purchaser Party pursuant to Section 9.2(a) hereof is subject to the Buyer Indemnified Parties from following limitations: (i) Seller shall not have any obligations pursuant to Section 9.2(a) above unless the aggregate amount of Purchaser Damages incurred and againstfor which Seller is responsible pursuant to Section 9.2(a) above exceeds $250,000 (if the $250,000 minimum threshold for Seller liability is exceeded, then Seller shall also be responsible for the initial $250,000). The reconciliation payments due related to the Tax Distributions for federal and pay state income taxes as provided in Section 7.9 above shall not be included in the calculation of this $250,000 threshold to determine whether or reimburse not Seller has any obligations under Section 9.2(a); (ii) in no event shall the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties aggregate obligation of Seller contained in Article 2; or (1pursuant to Section 9.2(a) a breach above with respect to matters other than breaches by Seller of Sections 4.1 and 4.2 above exceed the sum of $2,000,000; (iii) in no event shall the aggregate obligation of Seller pursuant to Section 9.2(a) above with respect to breaches by Seller of Sections 4.1 and/or 4.2 above exceed that portion of the Purchase Price which has at that time actually been received by Seller; and (iv) Seller shall be obligated to indemnify, defend, and hold harmless a Purchaser Party pursuant to Section 9.2(a)(i) above only for those claims giving rise to Purchaser Damages as to which the applicable Purchaser Party has given Seller written notice thereof prior to the end of the applicable survival period (as provided for in Section 9.1). (c) Any written notice delivered by a Purchaser Party to Seller with respect to Purchaser Damages shall set forth with as much specificity as is reasonably practicable a reasonable estimate of the amount thereof. In calculating the amount of any Purchaser Damages for which Seller is liable for payment under Section 9.2, such Purchaser Damages shall be reduced by the amount of its covenants any insurance recoveries which the Purchaser Party seeking indemnification actually receives as a direct consequence of the circumstances to which the Purchaser Damages related or agreements contained from which the Purchaser Damages resulted or arose. If insurance proceeds are or may be available with respect to the circumstances as to which the Purchaser Damages relate or from which the Purchaser Damages resulted or arose, Purchaser and the Purchaser Parties shall make a reasonable good faith effort to collect the insurance proceeds. (d) In the event that Seller is required within twelve (12) months after the Closing Date pursuant to the provisions of this Article IX to indemnify Purchaser Parties for Purchaser Damages in excess of $250,000, then the Escrow Amount shall be distributed to the Purchaser Parties in accordance with the terms and provisions as set forth in the Escrow Agreement. In the event that Seller is not required within twelve (12) months after the Closing Date pursuant to the provisions of this Article IX to indemnify Purchaser Parties for Purchaser Damages in excess of $250,000, then the Escrow Amount shall be distributed to Seller in accordance with the terms and provisions as set forth in the Escrow Agreement. Within three (3) business days after the first to occur of the following, the parties shall give written instructions to Escrow Agent directing the Escrow Agent to disburse the Escrow Amount to either Seller or Purchaser Parties, whichever party is then entitled to the funds in accordance with the provisions set forth herein: (i) the date which is twelve (12) months after the Closing Date, or (ii) if a claim notice has been sent to Seller prior to the expiration of the twelve (12) months period pursuant to Section 9.2(a), then promptly upon the resolution of the claim for Damages to which such claim notice relates.

Indemnification by Seller. (a) Subject to the other provisions of this Article 10, from and after the Closing Date, Seller agrees to shall indemnify and hold Buyer, the Company, their Affiliates and their respective employees, officers, directors and agents (the "Buyer Indemnitees") harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, against any and all Adverse Consequences which Damages suffered by any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly Indemnitee arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or : 10.1.1 the breach of any representation or warranty made by Seller in this Agreement or in any certificate required to be executed and delivered by Seller, the Company or their respective officers at the Closing pursuant to this Agreement; 10.1.2 the failure of the representations Seller to perform any covenant or warranties obligation by Seller contained in Article 3; (1) this Agreement or any Indebtedness or other agreement required to be executed and delivered by Seller Transaction Expenses not taken into account in at the payment under Section 1.3(c); (1) Closing pursuant to this Agreement; 10.1.3 any Seller Taxes; (iv) and all Claims relating to any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security Liabilities of the Company resulting from the Xxxxxxx or Xxxxx employee litigation (the "Current Employee Claims"), as disclosed on SCHEDULE 3.14; and 10.1.4 the Cardiology Systems Group and its operations, including the sale of Cardiology Systems Group products and claims by any stockholder, option holder, warrant holder clients or holder of convertible promissory notes) relating to or arising out customers of the Restructuring, this Agreement, or the transactions contemplated hereby or therebyCardiology Systems Group, or any Liability with respect employees primarily employed by the Cardiology Systems Group; provided, however, that no Buyer Indemnitees shall be entitled to any equity interests such indemnification pursuant to this Section 10.1 until such Indemnitees incur Damages in excess of $200,000 (the "Basket Amount") in the Company aggregate, in which case the Buyer Indemnitees shall be entitled to recover all Damages, up to the Indemnity Cap (including with respect to any options, warrants or convertible promissory notesas defined below), including the Basket Amount; and provided further, however, that such Basket Amount shall not apply to breaches of covenants or obligations by Seller or to Damages relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, Sections 10.1.3 and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”)10.1.4. (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreement.

Indemnification by Seller. (a) Subject to the provisions of this Article IX and except with respect to indemnification for Taxes that are governed by Article VI, effective as of and after the Closing, Seller agrees to indemnify shall indemnify, defend and hold harmless Purchaser and its Affiliates (collectively, the Buyer “Purchaser Indemnified Parties Parties”), from and against, and pay or reimburse the Buyer Indemnified Parties for, against any and all Adverse Consequences which Covered Losses incurred or suffered by any Buyer of the Purchaser Indemnified Party suffersParties, sustains or incurs directly or indirectly to the extent arising out ofof or resulting from: (i) the failure of any representation or warranty of Seller contained in Article III to be true and correct as of the Closing Date or, relating solely with respect to representations and warranties contained in Section 3.1, Section 3.2(a) (solely with respect to GCP Tecnologías Venezuela, S.A.), Section 3.3 and Section 3.8(a) to the extent applicable to any Deferred Target Business, the Deferred Closing Date applicable such Deferred Target Business (or otherwise with respect to representations and warranties that are made as of a result of: specific date, the failure of such representations and warranties to be true and correct as of such date); (1ii) any inaccuracy in or breach of any covenant or agreement of the representations or warranties Seller contained in Article 3; this Agreement; (1iii) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company Retained Liabilities (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out Retained Liabilities of the RestructuringTarget Entities) (for the avoidance of doubt, this Agreement, or the transactions contemplated hereby or thereby, or including any Deferred Retained Liability with respect to a Deferred Retained Business); and (iv) (A) the transfer of any equity interests interest in the Company (including with respect any Target Entity, Excluded Asset, Assumed Liability or Retained Liability to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business among Seller and its Affiliates prior to the Closing, or (viiB) the Pre-Closing Restructuring, in each case of clauses (A) and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viiiB), together with (I) other than the transactions contemplated by Article II, (II) without limiting any claim by any Buyer Indemnified Party Assumed Liability and (III) other than with respect to any inaccuracy changes or breach modifications made to the Pre-Closing Restructuring at the request of the Fundamental Representations, being referred to herein collectively as the “Special Claims”)Purchaser. (b) Notwithstanding any provision to the contrary (other than those provisions contained in Article VI): (i) Seller agrees shall not be required to indemnify and indemnify, defend or hold harmless the Buyer any Purchaser Indemnified Parties from and Party against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Purchaser Indemnified Party suffersfor any (A) any Covered Losses pursuant to Section 9.2(a)(i) or Section 9.2(a)(iii), sustains to the extent that such Covered Losses are reflected, recorded or incurs directly included in Working Capital on the Post-Closing Statement; (B) any Covered Losses pursuant to Section 9.2(a)(i) (other than for a breach of or indirectly arising out ofinaccuracy in the Seller Fundamental Representations or the representations and warranties under Section 3.17), relating unless the claim involves Covered Losses in excess of $100,000 (the “De Minimis Amount”) and if such Covered Losses do not exceed the De Minimis Amount, such Covered Losses shall not be applied to or considered for the Deductible or otherwise for purposes of calculating the aggregate amount of the Purchaser Indemnified Parties’ Covered Losses under this Section 9.2(b)(i); and (C) any Covered Losses pursuant to Section 9.2(a)(i) (other than for a breach of or inaccuracy in the Seller Fundamental Representations or the representations and warranties under Section 3.17), until the aggregate amount of the Purchaser Indemnified Parties’ Covered Losses under Section 9.2(a)(i) exceeds $5,000,000 (the “Deductible”), after which Seller shall be obligated for all the Purchaser Indemnified Parties’ Covered Losses under Section 9.2(a)(i) in excess of the Deductible, subject to Sections 9.2(b)(i)(A) and (B), Section 9.2(b)(ii) and Section 9.2(a)(iv)(III); and (ii) the cumulative indemnification obligation of Seller under (A) Section 9.2(a)(i) (other than for a breach of or inaccuracy in the Seller Fundamental Representations) shall in no event exceed $105,000,000 (the “Cap”), (B) Section 9.2(a)(i) solely as a result of: (1) any of a breach of or inaccuracy in or breach of any of the representations or warranties of Seller contained Fundamental Representations shall in Article 2; or no event exceed the Purchase Price, and (1C) a breach by Seller of any of its covenants or agreements contained Section 9.2(a)(ii) shall in this Agreementno event exceed the Purchase Price.

Indemnification by Seller. (a) 8.2.1 In the event the Closing occurs, then subject to Sections 8.1 and 8.5, Seller hereby agrees to indemnify and hold harmless Buyer and its Affiliates and their respective directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and assigns, including, after the Closing, the Company (collectively, the “Buyer Indemnified Parties Parties”) harmless from and against, and pay or reimburse to the applicable Buyer Indemnified Parties forthe amount of, any and all Adverse Consequences which any Buyer Indemnified Party sufferslosses, sustains liabilities, claims, obligations, deficiencies, demands, judgments, damages, interest, fines, penalties, claims, suits, actions, causes of action, assessments, awards, costs and expenses (including costs of investigation and defense and attorneys’ and other professionals’ fees), whether or incurs directly or indirectly arising out ofnot involving a third party claim (individually, relating a “Loss” and, collectively, “Losses”): 8.2.1.1 based upon, attributable to or otherwise as a result of: (1) any inaccuracy in or breach resulting from the failure of any of the representations or warranties contained made by Seller or the Company in Article 3this Agreement or any certificate or ancillary document (other than the Investor Rights Agreement) delivered pursuant hereto to be true and correct in all respects at and as of the date hereof and at and as of the Closing Date (unless made as of another date, in which case, as of such date); 8.2.1.2 based upon, attributable to or resulting from the breach of any covenant or other agreement on the part of Seller or (prior to the Closing) the Company under this Agreement or any certificate or ancillary document (other than the Investor Rights Agreement) delivered pursuant hereto; 8.2.1.3 based upon, attributable to or resulting from (A) any Taxes imposed on the Company or any Company Subsidiary attributable to any taxable period or portion thereof ending on or before the Closing Date (taking into account the provisions of Section 8.2.2); (1B) liabilities of the Company or any Company Subsidiary for Taxes of any person (other than the Company or any Company Subsidiary) arising as a result of the Company or any Company Subsidiary having been a member of any consolidated, combined, unitary or affiliated Tax group prior to the Closing pursuant to Treasury Regulations Section 1.1502-6 or any other provision of federal, state, local or foreign Law; and (C) any Taxes of any person (other than the Company or any Company Subsidiary) imposed on the Company or any Company Subsidiary as a transferee or successor, by contract or pursuant to any law, rule or regulation, which Taxes relate to an event or transaction occurring before the Closing ((A), (B) and (C) collectively, the “Pre-Closing Tax Liabilities”); provided, however, that in the case of clauses (A), (B), and (C) above, (w) Seller shall not be liable for the portion of any Transfer Taxes required to be paid by Buyer pursuant to Section 5.12.6, (x) Seller shall be liable only to the extent that such Taxes and liabilities exceed the amount of accrued liabilities for Taxes reflected on the Closing Balance Sheet, (y) Seller shall not be liable for any Pre-Closing Tax Liabilities based upon, attributable to or resulting from the breach of any covenant or other agreement on the part of Buyer or (following the Closing) the Company under this Agreement, and (z) Seller shall have no obligation to indemnify any Buyer Indemnified Party for any Taxes or liabilities resulting from an election under Section 338 of the Code with respect to the purchase of the stock of the Company pursuant to this Agreement; 8.2.1.4 any Indebtedness (for this purpose using clauses (i) and (ii) of such definition) of the Company or Seller any Company Subsidiary not set forth on Section 2.1.1.1 of the Company Disclosure Schedule; 8.2.1. 5 any Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, Closing Working Capital or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreement.Closing Cash Consideration;

Indemnification by Seller. (a) Subject to the limitations of Section 8.7, after Closing Seller agrees to and shall pay, defend and promptly indemnify Xxxxxxx and hold harmless Mnemonic and the Buyer Indemnified Parties from officers, directors and employees of the foregoing (except Seller) against, and pay or reimburse the Buyer Indemnified Parties forsave and hold Xxxxxxx and Mnemonic (and their respective officers, directors and employees, except Seller) harmless from any and all Adverse Consequences which any Buyer Indemnified Party suffersDamages resulting from, sustains or incurs directly or indirectly arising out of, relating to of or otherwise as a result of: connected with (1i) any material breach or inaccuracy in or breach of any of the representations and warranties made by Seller in or warranties contained pursuant to this Agreement, the certificates and documents executed by Seller in Article 3connection herewith; (1ii) the nonfulfillment of any agreement or covenant made by Seller in or pursuant to this Agreement or any other agreement to which he is a party; (iii) any Indebtedness liabilities not disclosed on the Closing Balance Sheet arising with respect to events or Seller Transaction Expenses not taken into account in omissions on or prior to the payment under Section 1.3(c); (1) any Seller TaxesClosing Date even though such liabilities were known, contingent or unknown; (iv) any Proceeding that is disclosed on Schedule 3.12(a)all Damages suffered by Xxxxxxx or Mnemonic in attempting to collect excess liabilities from the Seller; (v) with respect to all contracts of Mnemonic, whether or not disclosed on the Schedules attached hereto, any claims by Damages arising thereunder due to events or omissions on behalf or prior to the Closing Date; (vi) all Damages arising in any way from any product or service of any current or former holder or alleged holder of any equity security of Mnemonic prior to the Company Closing Date; (including any stockholder, option holder, warrant holder or holder of convertible promissory notesvii) relating to or all Damages arising out of claims that those products or services of Mnemonic sold, used, licensed or leased prior to the Restructuring, this Agreement, or date of Closing infringe upon the transactions contemplated hereby or thereby, or any Liability Intellectual Property Rights of others; (viii) all Damages with respect to any equity interests in the Company (including acts or omissions which occurred with respect to any options, warrants Mnemonic or convertible promissory notes), Seller on or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, Closing Date; and (viiiix) all Damages resulting from the operations litigation described in Schedule 2.24, Litigation and Compliance and the EEOC Claim described in Schedule 2.16(f), Threatened or Pending Discrimination Litigation hereto, including, but not limited to, all Damages arising out of Seller, Lijit, the Lijit Business or FMP Canada Inc (connected with the indemnifiable matters referred to in sub-clauses (ii)-(viii)Xxxx Xxxxx Litigation and the EEOC Claim, together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”)including attorneys' fees and costs related thereto. (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreement.

Indemnification by Seller. (a) Subject to the limits set forth in this Article 6, Seller agrees to indemnify and defend Buyers, and hold Buyers harmless, from Indemnified Representation Liability. Subject to the limits set forth in this Article 6, Seller agrees to indemnify and defend each Buyer Indemnified Person, and hold each Buyer Indemnified Person harmless, from Losses that may be incurred or suffered arising out of or by reason of or in connection with a breach of any representation or warranty of Seller contained in Section 3.3. (b) Subject to the limits set forth in this Article 6, Seller agrees to indemnify and defend each Buyer Indemnified Person, and hold each Buyer Indemnified Person harmless, from Indemnified Pension Liability, Indemnified Tax Liability and Indemnified Seller Group Liability. (c) Subject to the limits set forth in this Article 6, Seller agrees to indemnify and defend each Buyer Indemnified Person, and hold each Buyer Indemnified Person harmless, from Losses to the extent caused by the failure of Seller to perform any of the covenants or agreements of Seller set forth in this Agreement or any other Transaction Agreement. (d) Subject to the limits set forth in this Article 6, Seller agrees to indemnify and defend the members, managers, officers and employees of Buyers who are individuals, and hold harmless the members, managers, officers and employees of Buyers who are individuals, from Indemnified Environmental Liability; provided that (i) a Notice of Claim with respect thereto was delivered to Seller on or prior to one (1) year after the date of this Agreement and (ii) Buyer Indemnified Parties Persons shall not be entitled to recover any Losses under this Section 6.1(d) in an aggregate amount in excess of One Hundred Thousand Dollars ($100,000). (e) Buyer Indemnified Persons shall not be entitled to recover pursuant to Section 6.1 for any Losses except to the extent that the aggregate amount of any such Losses indemnifiable hereunder exceeds the Basket, at which point, Seller will be obligated to indemnify Buyer Indemnified Persons for all such Losses in excess of the Basket, subject to the other clauses of this Section 6.1; provided, however, that this Section 6.1(e) shall not apply to any breach of Section 6.1(c). (f) Notwithstanding anything to the contrary in this Agreement or any other Transaction Agreement: (i) (I) IN NO EVENT SHALL SELLER, ITS AFFILIATES (WHICH, FOLLOWING THE CLOSING DATE, SHALL NOT INCLUDE THE COMPANY GROUP), ANY OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR ADVISORS OF SELLER OR ITS AFFILIATES OR ANY OTHER PERSON BE LIABLE UNDER THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION AGREEMENTS OR OTHERWISE TO BUYERS, THEIR AFFILIATES (INCLUDING MXXXXXX X. XXXXX AND, FOLLOWING THE CLOSING DATE, THE COMPANY GROUP), ANY OTHER BUYER INDEMNIFIED PERSON OR ANY THIRD PARTY FOR (A) ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, STATUTORY, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTION, DIMINUTION IN VALUE OR LOSS OF USE, DATA, REVENUE OR PROFIT, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, OR (B) ANY INDEMNIFICATION CLAIM THAT ARISES (DIRECTLY OR INDIRECTLY) FROM ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, STATUTORY, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTION, DIMINUTION IN VALUE OR LOSS OF USE, DATA, REVENUE OR PROFIT, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, IN EACH CASE OF CLAUSE (A) AND CLAUSE (B) REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER, ITS AFFILIATES, ANY OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR ADVISORS OF SELLER OR ITS AFFILIATES OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE OR (II) THE LIABILITY OF SELLER, ITS AFFILIATES (WHICH, FOLLOWING THE CLOSING DATE, SHALL NOT INCLUDE THE COMPANY GROUP), ANY OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR ADVISORS OF SELLER OR ITS AFFILIATES OR ANY OTHER PERSON ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION AGREEMENTS OR OTHERWISE TO BUYERS, THEIR AFFILIATES (INCLUDING MXXXXXX X. XXXXX AND, FOLLOWING THE CLOSING DATE, THE COMPANY GROUP), ANY OTHER BUYER INDEMNIFIED PERSON OR ANY THIRD PARTY, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE SHALL BE LIMITED TO DIRECT PROVABLE DAMAGES ONLY. (ii) BUYERS ACKNOWLEDGE THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OF THE OTHER TRANSACTION AGREEMENTS, NO BUYER INDEMNIFIED PERSON MAKES ANY COVENANTS, AGREEMENTS, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING (I) WITH RESPECT TO ANY MEMBER OF THE COMPANY GROUP, THEIR RESPECTIVE OPERATIONS, ASSETS AND LIABILITIES, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE SHARES OR (II) AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING ANY MEMBER OF THE COMPANY GROUP FURNISHED OR MADE AVAILABLE TO BUYERS AND THEIR REPRESENTATIVES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYERS ACKNOWLEDGE THAT THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. None of Seller, its Affiliates, the Company Group, any officers, directors, employees, agents or advisors of Seller, its Affiliates or the Company Group or any other Person shall have or be subject to any liability to Buyers or any other Person with respect to the accuracy or completeness of any information, documents or materials furnished or made available to Buyers or any other Person by Seller, its Affiliates, the Company Group or any officers, directors, employees, agents or advisors of Seller, its Affiliates or the Company Group in certain “data rooms”, management discussions or presentations, filings of AMREP Corporation with the Securities and Exchange Commission, communications with Buyers or their counsel or other advisors or any other form in contemplation of the transactions contemplated by this Agreement. (iii) The amount which Seller is required to pay to, for or on behalf of any Buyer Indemnified Person pursuant to this Section 6.1 shall be adjusted (including, retroactively) by any insurance proceeds and any indemnity, contribution or other similar payment actually recovered by or on behalf of such Buyer Indemnified Person in reduction of the related indemnifiable Loss. Each Buyer Indemnified Person agrees to use its commercially reasonable efforts to pursue and collect on any recovery with respect to any indemnifiable Loss available under any insurance policies. If a Buyer Indemnified Person shall have received from Seller or Seller shall have had paid on its behalf a payment in respect of a Loss indemnified under this Section 6.1 and againstsuch Buyer Indemnified Person shall subsequently receive insurance proceeds or other payment in respect of such Loss, then such Buyer Indemnified Person shall pay to Seller the amount of such insurance proceeds or other payment or, if lesser, the amount of the original payment made by Seller to or on behalf of Buyer Indemnified Person in respect of such Loss. To the extent that any Buyer Indemnified Person is entitled to indemnification pursuant to this Section 6.1, Seller shall be entitled to exercise, and pay or reimburse the shall be subrogated to, any rights and remedies (including rights of indemnity, rights of contribution and other rights of recovery) that any Buyer Indemnified Parties forPerson may have to insurance policies or similar contracts with respect to which such Buyer Indemnified Person is a beneficiary. Each Buyer Indemnified Person shall take such actions as Seller may reasonably request for the purpose of enabling Seller to perfect or exercise the right of subrogation of Buyer Indemnified Person under this Section 6.1(f)(iii). (iv) The amount of any indemnity provided in Section 6.1 shall be reduced (but not below zero) by the amount of any actual net reduction in cash payments for Taxes realized by any Buyer Indemnified Person as a result of the Losses giving rise to such indemnity claim. If the indemnity amount is paid prior to any Buyer Indemnified Person realizing any actual reduction in cash payments for Taxes in connection with the Losses giving rise to such payment, and such Buyer Indemnified Person subsequently realizes such actual reduction in cash payments for Taxes, then such Buyer Indemnified Person shall pay the amount of such actual reduction in cash payments for Taxes (but not in excess of the indemnification payment or payments paid by Seller with respect to such Losses) to Seller. (v) Each Buyer acknowledges and agrees that its sole and exclusive rights and remedies with respect to any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly matters arising out of, relating to or otherwise as a result of: (1) connected with this Agreement, any inaccuracy in or breach of other Transaction Agreement, any of the representations Company Group or warranties contained in Article 3; (1) their respective assets and liabilities, any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including Seller or any stockholderof its Affiliates or their respective assets and liabilities, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, Shares or the transactions contemplated hereby or therebyby any Transaction Agreement shall be pursuant to the indemnification provisions set forth in this Article 6, or any Liability with respect to any equity interests except as provided for in Section 8.13. In furtherance of the foregoing, each Buyer (on behalf of itself and its Affiliates (including Mxxxxxx X. Xxxxx and, following the Closing Date, the Company (including with respect to any optionsGroup)) hereby waives, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by from and after the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business LiabilitiesClosing Date, any Liability and all rights, remedies, claims and causes of the Company arising action with respect to the operation of the Business prior foregoing except pursuant to the Closing, (vii) the Restructuring, indemnification provisions set forth in this Article 6 and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to except as provided for in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”)Section 8.13. (bvi) Seller agrees No fact, event, misrepresentation or occurrence that, in the absence of this Section 6.1(f)(iv), would constitute a liability to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay be indemnified pursuant to Section 6.1(a) or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences Section 6.1(d) shall be deemed to constitute a liability to be indemnified pursuant to Section 6.1(a) or Section 6.1(d) for which any Buyer Indemnified Party suffersPerson would be entitled to be indemnified pursuant to Section 6.1(a) or Section 6.1(d) if any Buyer Indemnified Person has actual knowledge of such fact, sustains event, misrepresentation or incurs directly occurrence on or indirectly arising out ofprior to the Closing Date. (vii) Each Buyer agrees that, relating for so long as such Buyer has any right of indemnification under Section 6.1, it will not, and agrees to use its commercially reasonable efforts to ensure that its Affiliates (including Mxxxxxx X. Xxxxx and, following the Closing Date, the Company Group)) do not, voluntarily or otherwise as a result of: by discretionary action (1) including conducting any inaccuracy in invasive sampling or breach testing), accelerate the timing, or increase the cost, of any of the representations or warranties obligation of Seller contained under Section 6.1 (any such voluntary or discretionary action, a “Prohibited Action”); provided, however that the “Prohibited Action” shall not be deemed to include any action which in Article 2; or (1) a breach by Seller the written opinion of any of its covenants or agreements contained Buyer’s legal counsel is required to be taken in order to be in compliance with applicable Law. Notwithstanding anything to the contrary in this Agreement, Seller shall not be obligated to indemnify any Buyer Indemnified Person for any Loss arising out of or by reason of or in connection with or due to any Prohibited Action. (viii) No Losses of any Buyer Indemnified Person shall be determined or increased based on any multiple of any financial measure (including earnings, sales or other benchmarks) that might have been used by Buyers in the valuation of the Company Group or their respective business and operations.

Indemnification by Seller. (a) Subject to the limits set forth in this Section 5.1, Seller agrees to indemnify indemnify, defend and hold Purchaser, its Affiliates, officers, directors, employees, agents, successors and assigns (each, a "Purchaser Indemnified Party") harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, in respect of any and all Adverse Consequences which losses, damages, costs and reasonable expenses (including, without limitation, reasonable expenses of investigation and defense fees and disbursements of counsel and other professionals, but excluding any Buyer Indemnified Party suffersconsequential damages), sustains or incurs directly or indirectly (collectively, "Losses"), that any of them may incur arising out of, relating due to, related to or otherwise as a result of: based upon (1i) any inaccuracy in of any representation or the breach of any warranty on the part of the representations or warranties Seller contained in Article 3this Agreement; (1ii) any Indebtedness nonfulfillment of or failure to perform any covenant or agreement on the part of Seller Transaction Expenses not taken into account contained in this Agreement, the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Intercreditor Agreement, or the transactions contemplated hereby Lease Services Agreement between Purchaser and Seller dated as of May 24, 2002 (the "Servicing Agreement"); or thereby(iii) any Excluded Assets or Excluded Liabilities; provided, that "Losses" shall include consequential damages required to be paid by any Purchaser Indemnified Party to any person or entity other than Seller or any Liability with respect of its Affiliates arising out of an action or proceeding by such person or entity, which damages shall be deemed to be direct damages to such Purchaser Indemnified Party). Seller shall indemnify Purchaser for the amount of Losses arising out of, due to, related to or based upon the inaccuracy of any equity interests representation or warranty set forth in Section 2.8 (Taxes) without regard to qualifications of such representations and warranties by materiality. Notwithstanding the Company (including with respect foregoing, if and to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors extent that Purchaser shall adjust the Purchase Price based on a correction of the Company (including any claim made against the Company Data Tape Information pursuant to Section 8.9(a) hereof)1.9, (vi) other than the Business Liabilities, any Liability of the Company arising then Purchaser shall have no rights under this Article V with respect to the operation of discrepancy in the Business prior Data Tape Information that gave rise to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”)adjustment. (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreement.

Indemnification by Seller. Seller shall indemnify and save harmless Purchaser, its Affiliates and their respective directors, officers, agents, employees and shareholders (collectively referred to as the “Purchaser Indemnified Parties”) from and against all Claims which may be made or brought against the Purchaser Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of or in connection with: (a) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay any misrepresentation or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy incorrectness in or breach of any representation or warranty of the representations or warranties Seller contained in Article 3; (1) the Transaction Documents or in any Indebtedness certificate or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims other document furnished by or on behalf of Seller pursuant to the Transaction Documents; (b) any current non-fulfilment or former holder or alleged holder breach of any equity security covenant or agreement on the part of Seller contained in the Transaction Documents or in any certificate or other document furnished by or on behalf of Seller pursuant to the Transaction Documents, including for greater certainty any non-fulfilment or breach of any covenant or agreement on the part of Seller contained in the Transaction Documents or in any certificate or other document furnished by or on behalf of Seller pursuant to the Transaction Documents to be performed or fulfilled by Seller during the Contract Period or Outsourcing Period, as the case may be; (c) the termination or non-renewal by Seller of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Marketing Agreement, the Residual Generating Agreements or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising agreements with respect to the operation of the Business prior matters described in Section 2.1(iii) to the Closingextent that such termination or non-renewal affects the Purchased Rights; (d) all liabilities, (vii) the Restructuring, debts and (viii) the operations obligations of Seller, Lijitother than the Assumed Liabilities; (e) the imposition of any statutory trust or lien on the Purchased Rights not arising through Purchaser relating to Taxes that is not removed or for which a bond has not been posted within 90 days of such lien. Provided, however, Seller shall not be obligated to indemnify Purchaser for any Claim including any Claim for Contribution Margin Shortfalls pursuant to Section 2.4 to the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or extent such Claim results from Purchaser’s breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”)Transaction Documents. (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreement.

Indemnification by Seller. (a) Seller agrees to indemnify shall indemnify, defend, and hold harmless the Buyer Indemnified Parties Ben Parties, their Affiliates (including parent and subsidiary entities) and their respective Representatives, partners, members, stockholders, trustees, beneficiaries, successors, assignors and assignees (and any other persons with a functionally equivalent role of a person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such indemnified Person (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the Representatives, partners, members, stockholders, trustees, beneficiaries, successors, assignors and assignees (and any other persons with a functionally equivalent role of a person holding such titles notwithstanding a lack of such title or any other title) of such controlling Person, from and against, and pay against all Losses based upon or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties following: (i) Seller’s breach of any provision contained in Article 3; any Primary Transaction Agreement, (1ii) the characterization of any payments pursuant to Section 3.3 as other than adjustments to the Purchase Price, or (iii) (A) any Indebtedness untrue statement or Seller Transaction Expenses alleged untrue statement of a material fact contained in any Consent Solicitation, (B) an omission or alleged omission to state in any Consent Solicitation a material fact required to be stated therein or necessary to make the statements therein not taken into account in the payment under Section 1.3(c); misleading, or (1C) any violation or alleged violation of the Seller Taxes(or any of its Affiliates or its or their Representatives) of the Securities Act, Exchange Act, any state securities laws or any rule or regulation promulgated thereunder with respect to any Consent Solicitation; provided that the indemnity contained in this clause (iviii) any Proceeding shall not apply to Losses to the extent that is disclosed on Schedule 3.12(a); (v) any claims they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholderBen Parties expressly for use in such Consent Solicitation, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect except to the operation of the Business extent such information has been corrected in a subsequent writing prior to the Closing, (vii) delivery of an Election Notice by the Restructuring, and (viii) Person asserting the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”)claim. (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreement.

Indemnification by Seller. Subject to the provisions of this Agreement, from and after the Closing, Seller agrees to indemnify, defend and hold Purchaser and its Subsidiaries (including, after the Closing, the Companies and the Designated Transferees) (the “Purchaser Indemnified Persons”) harmless in accordance with this Article XI from and in respect of any and all direct and foreseeable (in accordance with articles 1147 et seq. of the French Commercial Code) losses, damages, claims, costs and reasonable expenses (whether or not related to a Third Party Claim) (collectively, “Losses”), that they may incur arising out of or are due to: (a) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any representation or warranty of the representations or warranties Seller contained in Article 3; IV; (1b) any Indebtedness breach of any covenant contained in Article VII or any other obligation of Seller Transaction Expenses contained in this Agreement; (c) any events, acts, circumstances, conditions, occurrences or non-occurrences relating to the Business or any of the Companies, in each case which occurred or existed on or before the Closing (excluding, for the avoidance of doubt, any Taxes relating to the pre-Closing portion of any Straddle Period which, once finally determined in accordance with Section 1.6 for purposes of determining the Straddle Period Liability, shall not be subject to indemnification under Article XI), whether known or unknown at such date; it being expressly acknowledged and agreed by the Parties that, in addition to the limitations set forth in Section 11.7 below (i) the Purchaser Indemnified Persons shall not be entitled to any indemnification under this Section 11.1(c) with respect to the value of any assets of the Companies, Sold Assets or any other portion or asset of the Business (whether excessive, insufficient or in connection with depreciation of value of such asset), including for the avoidance of doubt the goodwill of the Business; (ii) there shall be no indemnification under this Section 11.1(c) if the underlying Loss (A) was already taken into account in the payment under Section 1.3(c); determination of the Purchase Price pursuant to Sections 1.4 through 1.6, (1B) results from, or has been increased as a result of, any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims action taken by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreementof, or the transactions contemplated hereby or therebyomission of, Purchaser or any Liability with respect of its Subsidiaries (including, for the avoidance of doubt, the Companies) outside the Ordinary Course of Business (applying mutatis mutandis to Purchaser and any equity interests of its Affiliates) after the Closing (it being expressly acknowledged that the termination of an Employee shall not be deemed in the Company (including with respect to any options, warrants or convertible promissory notesOrdinary Course of Business), or relating to (C) results from any alleged breach of fiduciary duty action expressly authorized by the directors of the Company (including any claim made against the Company Purchaser pursuant to Section 8.9(a7.1; (d) hereof)any events, acts, circumstances, conditions, occurrences or non-occurrences, in each case having occurred on or before the Closing Date, that are related to (i) the Retained Assets, (viii) other than any activities, assets and liabilities carved out from Companies prior to Closing, or (iii) any activities, assets and liabilities of Seller not contributed to the Business Liabilities, any Liability French NewCo as part of the Company arising with respect reorganization measures described in Exhibit 2.1(a). (e) the Specific Indemnity Event; (f) any liabilities resulting from the pre-Closing operation of the OPUS prepaid card program to the extent such liabilities exceed the client funds for the operation of the Business prior OPUS prepaid card program available to the Companies upon Closing, ; (viig) any and all Taxes of Seller and its Subsidiaries (other than Taxes of the Restructuring, Companies); (h) any and (viii) all Taxes of or relating to the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc any Company for any Tax period (or portion thereof) that ends on or before the Closing Date (excluding, for the avoidance of doubt, any Taxes relating to the pre-Closing portion of any Straddle Period which, once finally determined in accordance with Section 1.6 for purposes of determining the indemnifiable matters Straddle Period Liability, shall not be subject to indemnification under Article XI) to the extent such Taxes have not already been paid or caused to be paid by Seller in accordance with Sections 8.1(a) or taken into account in the determination of the Purchase Price pursuant to Sections 1.4 through 1.6; (i) any and all Transfer Taxes resulting from or relating to the reorganization measures referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect Section 2.1 and 5.1 to any inaccuracy or breach the extent they are outstanding as of the Fundamental Representations, being referred to herein collectively as Closing Date and not already taken into account in the “Special Claims”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any determination of the representations or warranties of Seller contained in Article 2Purchase Price pursuant to Sections 1.4 through 1.6; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreement.and

Indemnification by Seller. (a) From and after the Closing, subject to the limitations set forth in Sections 8.1 and 8.6, Seller agrees to indemnify hereby indemnifies and hold holds Buyer, the Companies and the AEC Subsidiary and their officers, directors, Affiliates, shareholders, partners, successors and assigns (collectively, the “Buyer Indemnified Parties”) harmless from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys’ fees and expenses but specifically excluding consequential, punitive and other special damages regardless of legal theory) (collectively, “Losses”) that the Buyer Indemnified Parties from and againstsuffer or incur, and pay or reimburse the Buyer Indemnified Parties forbecome subject to, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: , arising from or in connection with: (1i) any breach or inaccuracy in or breach of any of the representations or and warranties contained in Article 3; (1) any Indebtedness made by the Companies or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, taking into account all pre-closing supplements and amendments to the Schedules delivered in accordance with Section 5.4; (ii) any failure of Seller or the transactions contemplated hereby or therebySeller Parent Guarantor to carry out, or any Liability with respect to any equity interests in the Company (including with respect to any optionsperform, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, satisfy and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of discharge any of its covenants or agreements under this Agreement that are required to be performed following the Closing; and (iii) all Environmental Liabilities arising out of or relating to the Business Operations or ownership, use or operation of the Real Property, the Facilities or any other presently or past owned property by the Companies or AEC Subsidiary, to the extent such Environmental Liabilities were incurred or otherwise arose on or before the Closing Date (the “Pre-Closing Environmental Liabilities”), including without limitation, (i) any Environmental Condition, Environmental Claim or Environmental Noncompliance, in any case to the extent first occurring or in existence prior to the Closing Date; (ii) fines or penalties assessed by any Governmental Authority for any Environmental Noncompliance first occurring or in existence prior to the Closing Date; (iii) those relating to the shipment, transfer, treatment, storage, disposal, recycling, management or Release of Hazardous Materials or Petroleum Products generated, handled or used as a result of or in connection with any Business Operations at the Real Property or any fee owned or lease property previously owned and leased and subsequently conveyed or relinquished to a third party or any real property exclusively owned by a third party (such as a third party owned or controlled waste recycling, storage, treatment or disposal site), in any case to the extent first occurring or in existence prior to the Closing Date; and (iv) the obligations and costs of Remediation or other damages that have been incurred or required or are being incurred or required to be compensated under Environmental Laws because of Environmental Claims, Environmental Conditions or Environmental Noncompliance to the extent first occurring or in existence prior to the Closing Date. (b) All representations and warranties of the Companies and Seller in this Agreement shall survive until the Indemnification Termination Date; provided, however, that (i) the Fundamental Representations shall survive indefinitely, (ii) the Pre-Closing Environmental Liabilities arising as a consequence of activities emanated from or directly associated with Business Operations on the Real Property and/or Facilities shall survive for fifty-four (54) months from the Closing Date, and (iii) the Pre-Closing Environmental Liabilities arising as a consequence of activities not emanated from or directly associated with Business Operations on the Real Property and/or Facilities (as an example, Pre-Closing Environmental Liabilities for Releases at disposal sites or drum cleaning sites) shall survive for ten (10) years from the Closing Date. All covenants and agreements of Seller and the Companies in this Agreement that are required to be performed (i) prior to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Buyer Indemnified Parties shall have the right to be indemnified and held harmless under (i) Section 8.1(a)(i) in respect of the representations and warranties of the Companies or Seller only if such right is asserted in writing on or before the Indemnification Termination Date, and (ii) Section 8.1(a)(iii) only if such right is asserted within, as applicable, fifty-four (54) months or ten (10) years after the Closing, each in accordance with the terms of this Agreement; provided that Fundamental Representations, and their associated timeline to be asserted, survive indefinitely. (c) The Buyer Indemnified Parties may only assert a claim for indemnification against Seller for any matter not involving a third party by giving written notice to Seller specifying in reasonable detail the basis for such claim. (d) Seller may, but shall not be required to, procure (either before or after Closing) at its sole cost and expense an environmental insurance policy on which both Seller and Buyer are named and/or additional insureds, on commercially reasonable terms and conditions reasonably acceptable to both Seller and Buyer (the “Environmental Insurance Policy”). If the Environmental Insurance Policy has been issued and is outstanding, prior to seeking or obtaining indemnification with respect to Pre-Closing Environmental Liabilities pursuant to Section 8.1(a)(iii) for costs covered under such Environmental Insurance Policy above any applicable retention or deductible set forth in such Environmental Insurance Policy, Buyer, on behalf of itself and the other Buyer Indemnified Parties, agrees first to (a) timely tender such claim for Pre-Closing Environmental Liabilities for coverage under any such Environmental Insurance Policy to the insurer that issued such coverage (the “Environmental Insurer”), and (b) to exercise commercially reasonable diligence, and utilize commercially reasonable efforts, to obtain coverage for such Pre-Closing Environmental Liabilities in compliance with the terms and conditions of such Environmental Insurance Policy. Seller shall cooperate with Buyer on a commercially reasonable basis, to the extent requested by Buyer, with respect to any such claim for insurance coverage, and Seller shall independently have the right, at its sole discretion, to seek coverage under such Environmental Insurance Policy for Pre-Closing Environmental Liabilities with respect to costs incurred by Seller or otherwise. Buyer and Seller agree that any such Environmental Insurance Policy shall provide first recourse coverage with respect to any Pre-Closing Environmental Liabilities, subject to any applicable policy retentions or deductibles, and that any Seller indemnification obligations pursuant to Section 8.1(a)(iii) shall to be excess of any coverage provided by such Environmental Insurance Policy or any other insurance or indemnification applicable to such Pre-Closing Environmental Liabilities. If and to the extent the Environmental Insurer (i) denies a claim for coverage tendered by Buyer, notwithstanding Buyer’s commercially reasonable diligence and efforts in pursuing coverage for such claim, or (ii) does not acknowledge its obligation to provide coverage for such claim within 120 days after its receipt of notification of such claim (collectively, an “Unresolved Insurance Claim”), Buyer may proceed to assert a claim for indemnity under Section 8.1(a)(iii) with respect to Pre-Closing Environmental Liabilities in excess of any applicable retentions or deductibles in the Environmental Insurance Policy. To the extent Buyer submits such a claim for indemnification pursuant to Section 8.1(a)(iii) after such denial or delay, Buyer, upon receipt of payment of the claim, at Seller’s request, shall assign to Seller such applicable Unresolved Insurance Claim with respect to Pre-Closing Environmental Liabilities indemnified pursuant to Section 8.1(a)(iii), and otherwise shall assist and cooperate with any Seller efforts to recover under any Environmental Insurance Policy with respect to such Unresolved Insurance Claim. In the event that, Buyer receives any proceeds from an Unresolved Insurance Claim with respect to Pre-Closing Environmental Liabilities for which it has received payment from Seller for a claim for indemnification pursuant to Section 8.1(a)(iii), Buyer, upon receipt of such insurance proceeds, shall promptly transfer the amount of such insurance proceeds to Seller in cash by wire transfer of immediately available funds to the account(s) designated by Seller in writing. (e) Seller shall not be required to indemnify the Buyer Indemnified Parties under Section 8.1(a)(i) unless and until the amount of all Losses for which indemnification is sought by the Buyer Indemnified Parties thereunder first exceeds $1,000,000 (the “Deductible”), in which event all amounts sought by the Buyer Indemnified Parties in excess of the Deductible shall be subject to indemnification; provided, however, that Seller’s aggregate obligation to indemnify the Buyer Indemnified Parties under Sections 8.1(a)(i) and (iii) shall not exceed $12,000,000 (the “Cap”). Losses for breaches or inaccuracies of the Fundamental Representations shall not be subject to the Deductible or the Cap, but in no event shall exceed the Purchase Price. Losses under Section 8.1(a)(iii) shall not be subject to the Deductible but shall be subject to the Cap. The aggregate amount of insurance proceeds received by the Buyer Indemnified Parties under any Environmental Insurance Policy pursuant to Section 8.1(d) shall also be credited towards satisfaction of the Cap and shall also be credited towards the Escrow Account to the extent set forth in Section 8.4(b). Once Buyer has received indemnity proceeds from any combination of the Escrow Account or Seller that equals the Cap, Seller shall have no further liability to Buyer pursuant to Sections 8.1(a)(i) and (iii), except with respect to the Fundamental Representations, the Buyer Indemnified Parties agree to surrender to Seller any and all of their right, title and interest in and to the Environmental Insurance Policy and execute such documentation as may be required by Seller or the insurer thereunder to effectuate such surrender. The Deductible and the Cap shall not apply to any of Seller’s indemnification obligations under Section 8.1(a)(ii), but in no event shall Seller’s aggregate obligation to indemnify the Buyer Indemnified Parties under Section 8.1(a)(ii) exceed the Purchase Price. (f) Notwithstanding any other provision of this Agreement, none of the Buyer Indemnified Parties shall be entitled to, and the Buyer Indemnified Parties shall be deemed to have waived all claims and rights to, indemnification hereunder for any Losses to the extent that reserves or accruals have been established or reflected on the Final Balance Sheet for the Losses for which indemnification is sought. All Losses claimed by a Buyer Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 and, by making a claim for indemnification under this Article VIII, Buyer, on behalf of itself and the other Buyer Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Losses. (g) For purposes of determining whether the thresholds in this Section 8.1 have been surpassed and/or determining the amount of any Losses subject to indemnification under this Section 8.1, all “material,” “Material Adverse Effect,” “material and adverse” or similar materiality type qualifications contained in this Agreementany representations and warranties shall be disregarded; provided, however, that (i) such qualifications contained in Section 3.10 shall not be disregarded for such purposes and (ii) when such qualifications are used in a definitional manner (e.g., Material Contract), such qualifications shall not be disregarded.

Indemnification by Seller. (a) From and after the Closing Date, subject to the limitations and other provisions of this Article VIII, Seller agrees and Parent jointly and severally agree to indemnify and hold harmless the Buyer and Buyer’s officers, directors, employees, stockholders, advisers, agents, Affiliates, successors, heirs, permitted assigns and representatives (each, a “Buyer Indemnified Parties Party” and, collectively, the “Buyer Indemnified Parties”) from and againstagainst any Claims, Liabilities (but not unknown, unasserted or contingent Liabilities, other than any of the foregoing that result in an incurred Liability) and pay reasonable costs and expenses (including reasonable attorney’s fees) as to which indemnification is sought, whether or reimburse the Buyer Indemnified Parties fornot involving or resulting from a third-party Claim (collectively, any and all Adverse Consequences which any Buyer Indemnified Party suffers“Losses”), sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: from: (1a) any inaccuracy in or breach of any representation or warranty of the representations or warranties Seller contained in Article 3; Section 3.1 of this Agreement (1) disregarding any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(cMateriality Qualifiers); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”).; (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations agreement, covenant or warranties obligation of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreement; (c) the Restructuring; (d) any Liabilities, as and to the extent incurred, not related to the Business; (e) any Liabilities, as and to the extent incurred, related to a Divested Entity; (f) any Controlled Group Liability; (g) any Debt of the Business or the Company as of the Closing Date (other than Permitted Closing Debt) or any breach of the representation and warranty of the Seller set forth in Section 3.1(e)(v); and (h) any Environmental Claim relating to a pre-Closing Environmental Condition at any location other than the Real Property (it being understood that the Real Property includes the Remainder Industrial Park).

Indemnification by Seller. (a) After the Closing and subject to the other provisions of this Article XIII, and without duplication of amounts for which indemnification is provided by Seller agrees to under Article X, AFG and Seller, jointly and severally, shall indemnify Buyer and hold harmless its Affiliates (including the Acquired Companies), Representatives, successors and permitted assigns (collectively, the “Buyer Indemnified Parties from and against, and pay Parties”) against all Losses suffered or reimburse the incurred by any Buyer Indemnified Parties forParty, any and all Adverse Consequences or to which any Buyer Indemnified Party suffersotherwise becomes subject, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: of or in connection with: (1i) any the inaccuracy in or breach of any representation or warranty made by AFG or Seller in Article IV or Article V of the representations this Agreement; (ii) any breach or warranties failure by AFG or Seller to perform any of its covenants or obligations contained in Article 3; this Agreement; (1iii) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; Excluded Tax Liabilities; (iv) any Proceeding that is disclosed the matter set forth on Schedule 3.12(a13.02(a)(iv) (subject to the qualifications, limitations and procedures set forth on Schedule 13.02(a)(iv)); or (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or liabilities arising out of or related to the Restructuring, this Agreement, Excluded Assets or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”)Excluded Subsidiaries. (b) Notwithstanding any other provision to the contrary, AFG and Seller agrees shall not be required to indemnify any Buyer Indemnified Party against any Losses pursuant to Section 13.02(a)(i) (other than Losses to the extent arising as a result of the inaccuracy or breach of any representation or warranty made by Seller in Section 4.01, Section 4.05, Section 4.06, Section 5.01(a) and hold harmless (b), or Section 5.02, as to which the limitations in this sentence shall not apply) (i) with respect to any claim (or series of related claims arising from substantially the same underlying facts, events or circumstances) unless such claim (or series of related claims arising from substantially the same underlying facts, events or circumstances) involves Losses in excess of $150,000 (nor shall any such claim or series of related claims that does not meet the $150,000 threshold be applied to or considered for purposes of calculating the aggregate amount of the Buyer Indemnified Parties’ Losses for which Seller has responsibility under clause (ii) below) and (ii) until the aggregate amount of the Buyer Indemnified Parties’ Losses exceeds $38,500,000, after which Seller shall, subject to the immediately succeeding sentence, be obligated to indemnify the Buyer Indemnified Parties from and against, and pay or reimburse against all Losses of the Buyer Indemnified Parties forthat, any and all Adverse Consequences which any Buyer Indemnified Party suffersin the aggregate, sustains or incurs directly or indirectly are in excess of such amount. The cumulative aggregate liability of Seller under Section 13.02(a)(i) shall in no event exceed $245,000,000 (other than in respect of Losses to the extent arising out of, relating to or otherwise as a result of: (1) any of fraud or the inaccuracy in or breach of any of the representations representation or warranties warranty made by Seller in Section 4.01, Section 4.05, Section 4.06, Sections 5.01(a) and (b), or Section 5.02). The cumulative aggregate liability of Seller contained under Section 13.02(a) shall in Article 2no event exceed the Base Amount; provided, however, that such limitation shall not apply to any Losses arising out of or (1) a breach by related to any Seller of any of its covenants or agreements contained in this AgreementConsolidated Taxes.

Indemnification by Seller. After the Closing, and subject to the terms and conditions of this Article 8 (a) including the provisions of Sections 8.4 and 8.5), Seller hereby covenants and agrees to indemnify and hold harmless the Buyer Indemnified Parties from Purchaser and againstits respective officers, directors, employees, Affiliates, shareholders and agents, and pay or reimburse each of their respective heirs, personal representatives, successors and assigns (the Buyer “Purchaser Indemnified Parties forParties”) harmless from, against and in respect of any and all Adverse Consequences which losses, costs, expenses (including reasonable attorneys’ fees and disbursements of counsel), liabilities, damages, fines, penalties, charges, assessments, judgments, settlements, claims, causes of action and other obligations (individually, a “Loss” and collectively, “Losses”) that any Buyer of the Purchaser Indemnified Party suffersParties may at any time, sustains or incurs directly or indirectly indirectly, suffer, sustain, incur or become subject to, to the extent arising out of, relating to based upon or otherwise as a result resulting from or on account of: : (1a) any inaccuracy in or breach of any of the representations representation or warranties contained warranty made by Seller in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”).; (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement; or (c) any Excluded Asset or Excluded Liability; (d) any remedial actions required in the future related to the cleaning, repair and recertification of “RCS #5” as further detailed in Schedules 3.11 and 3.19; (e) any actions required to repair or replace the mixers at Leoti which are not currently in proper operating condition. The mixers must be repaired or replaced to ensure production of feed in ~10,000 lb. batches without material downtime. If the mixers have not been repaired to reach this level of operation by three (3) months from the Closing Date, the mixers will be replaced by Seller. In no event shall Seller’s liability under this Section 8.1(e) exceed $600,000, it being understood by the Parties that the Seller’s liability for replacement of the representations mixer is limited to compensating Purchaser for a mixing system that is substantially similar to the current mixing systems design or warranties the prior mixing systems design, both of Seller contained which shall be sufficient in Article 2; or (1) either case to meet a breach by Seller minimum requirement of any of its covenants or agreements contained in this Agreement10,000 lb batches without material downtime.

Indemnification by Seller. (a) Subject to Section 9.7, Seller hereby agrees to indemnify that it shall indemnify, defend and hold harmless the Buyer Indemnified Parties from and againstPurchaser, its Affiliates, and pay or reimburse their respective directors, officers, shareholders, partners, members, attorneys, accountants, agents, representatives and employees and their heirs, successors and permitted assigns, each in their capacity as such (the Buyer “Purchaser Indemnified Parties forParties”) from, against and in respect of any and all Adverse Consequences which Losses imposed on, sustained by, incurred or suffered by, or asserted against, any Buyer of the Purchaser Indemnified Party suffersParties, sustains whether in respect of third-party claims, claims between any Seller and Purchaser, or incurs otherwise, directly or indirectly arising out of, relating to of or otherwise as a result of: of (1a) any inaccuracy in Seller’s or its Affiliates’ breach of this Agreement or (b) Purchaser or the Receiving Party’s failure to comply with any and all terms or conditions imposed by a licensor of Third-Party IP which is sublicensed to the representations Receiving Party pursuant to Section 6.1(b) to the extent (i) such terms and conditions have not been provided to Purchaser or warranties contained in Article 3; the applicable Service Recipient and (1ii) any Indebtedness or Seller Transaction Expenses not taken into account such failure arose in the payment ordinary conduct of Purchaser or the Receiving Party’s business; provided, however, that, except with respect to liabilities for Taxes or any incremental fees or penalties incurred by Purchaser under Section 1.3(c); (1) any an Assigned Partner Agreement due to actions of Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, its Affiliates under this Agreement, or the transactions contemplated hereby or thereby, or Seller shall not have any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect liability for indemnification to the operation of the Business prior Purchaser Indemnified Parties under this Section 5.1 for any Service rendered by it (or by any Service Provider) except to the Closing, (vii) the Restructuring, and (viii) the operations extent that such Losses arise out of Seller, Lijit, the Lijit Business ’s or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants Affiliates’ own negligence, gross negligence, fraud or agreements contained in willful misconduct. Seller shall not be liable for indemnification under this AgreementSection 5.1 for any specific act or omission to act by Seller (or by any Service Provider) if such specific action (or omission to act) is taken at Purchaser’s or any of its Affiliates’ express written direction.

Indemnification by Seller. (a) Subject to the terms and conditions of this Article 8, including the limitations set forth in Section 8.6 below, from and after Closing, Seller agrees to and Xxxxxxx shall jointly and severally indemnify and hold harmless Buyer and its Affiliates and the shareholders, directors, officers, partners, employees, successors, assigns, representatives and agents of each of them in their capacities as such (collectively, the “Buyer Indemnified Parties Persons”), from and against, and pay or reimburse the Buyer Indemnified Parties for, against any and all Adverse Consequences which claims, losses, monetary damages, liabilities, fines, fees, penalties, expenses or costs (“Losses”), plus reasonable attorneys’ fees and expenses, including court costs and expert witness fees and costs, incurred in connection with Losses and/or enforcement of this Agreement (in all, “Indemnified Losses”) incurred or to be incurred by any Buyer Indemnified Party suffers, sustains of them resulting from or incurs directly or indirectly arising out of: (a) the breach of any agreement, relating covenant, representation, warranty, or other obligation of Seller or Xxxxxxx made or incurred under or pursuant to this Agreement or otherwise any document delivered pursuant hereto or in connection with the Closing; (b) the conduct of the Business of Seller prior to the Closing Date (except with respect to any claims, liabilities or obligations paid, discharged, settled or satisfied in accordance with Section 5.2(g)); (c) the assertion of any claim for injury, death, property or economic damage, or other product or strict liability claim arising from the design, manufacture, sale or distribution of or exposure to any product or component thereof or the provision of any service by Seller or its Affiliates prior to the Closing Date; (d) Liability of Seller or its Affiliates for its own Taxes or its Liability, if any (for example, by reason of transferee Liability or application of Treasury Regulation Section 1.1502 6), for Taxes of others, including, but not limited to, Seller or any Affiliate of Seller, or damage or Indemnified Losses payable with respect to Taxes claimed or assessed against Seller or its Affiliates (i) for any taxable period ending on or before the Effective Time or as a result of: of this transaction or (1ii) for any inaccuracy in or taxable period resulting from a breach of any of the representations or warranties contained in Article 3; Section 3.7 hereof. Seller also agrees to indemnify, defend and hold harmless Buyer Indemnified Persons from and against any and all Indemnified Losses sustained in a tax period of Seller or its Affiliates ending after the Effective Time arising out of the settlement or other resolution (1without the written consent of Buyer) of a proposed tax adjustment which relates to a taxable period ending on or before the Effective Time. For example, if Seller agrees in an income tax audit to reduce the depreciable basis of property acquired by Seller before the Closing Date, Seller shall be liable for any additional Taxes due from Seller by reason of reduced depreciation deductions; (e) any Indebtedness obligation, claim or Seller Transaction Expenses Liability which relates to a Plan or Plan assets, regardless of when the claim occurs or the obligation or Liability is paid, including, but not taken into account in the payment under Section 1.3(c)limited to, obligations, claims and liabilities relating to Plan administration, funding and benefits; and (1f) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims transaction costs and expenses incurred by or on behalf of any current Seller or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, Xxxxxxx in connection with this Agreement, or Agreement and the transactions contemplated hereby or therebyhereby, or any Liability with respect to any equity interests in the Company (including with respect to any optionswithout limitation, warrants or convertible promissory notes), or fees and expenses relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof)investment banker, (vi) other than the Business Liabilitiesbroker, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business lawyer or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”)accountant. (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreement.

Indemnification by Seller. (a) Subject to the other provisions of this Article IX, from and after the Closing, Seller agrees to and shall indemnify Purchaser, the Company and each of their respective Representatives, Subsidiaries, direct and indirect parent companies, shareholders, partners, members, managers, officers and directors (the “Purchaser Indemnitees”) and save and hold each of them harmless the Buyer Indemnified Parties from and againstagainst any Losses suffered, and pay incurred or reimburse the Buyer Indemnified Parties forpaid, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out ofindirectly, relating to or otherwise by them as a result of: (1a) any inaccuracy failure of any representation or warranty made by Seller or Guarantors in this Agreement or in any schedule, exhibit or certificate delivered pursuant to this Agreement to be true and correct in all respects on and as of the date of this Agreement and on and as of the Closing Date (except to the extent made with reference to an earlier date, in which case as of such earlier date); (b) any breach of any of the representations covenant or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach agreement by Seller of any of its covenants or agreements Guarantors contained in this Agreement; (c) all Taxes imposed on the Company and its Subsidiary for any Pre-Closing Period, including but not limited to Taxes resulting from any restructuring activities undertaken by Seller or its Affiliates on or before the Closing; (d) those Taxes imposed on Seller or its Affiliates in accordance with Section 5.10; and (e) the matters disclosed in Section 3.22 (Product Liability and Warranty) of the Seller Disclosure Letter; provided, however, that the Purchaser Indemnitees shall not be indemnified for any liability for Taxes (i) that were included as a liability in calculating Closing Working Capital or (ii) resulting from transactions or actions taken by Purchaser, the Company or its Subsidiaries after the Closing.