Common use of Indemnification by Seller Clause in Contracts

Indemnification by Seller. (a) Seller hereby agrees to indemnify and hold Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) harmless from and against any and all Damages to the extent based upon or resulting from or incurred in connection with: (i) any breach of, or inaccuracy in, any representation or warranty made by Seller in this Agreement or in any document, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) any Accounts Receivable set forth on Seller balance sheet as of the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.

Indemnification by Seller. (a) Seller hereby agrees to indemnify and hold Purchaser and defend Buyer, its officers, directors, officersshareholders, employees, Affiliates, stockholders, agents, attorneys, representatives, successors agents and permitted assigns each of its Affiliates (collectively, the “Purchaser Buyer Indemnified Parties”) against, and agree to hold it and them harmless from and against from, any and all Damages Losses incurred or suffered by any of the Buyer Indemnified Parties relating to or arising out of any of the extent based upon or resulting from or incurred in connection withfollowing: (ia) any breach of, or inaccuracy in, any representation or warranty made by Seller in pursuant to this Agreement or in any certificate, document, schedulewriting or instrument delivered by Seller pursuant to this Agreement; (b) any breach of or failure by Seller to perform any covenant or obligation of Seller set out in this Agreement; (c) any alleged, instrument contingent or certificate delivered hereunder absolute debt, claim, obligation or other liability of Seller other than the Assumed Liabilities; (d) any past, present or future claim by, on behalf of or with respect to, and any obligation or liability or loss relating to, current or former employees of Seller arising from or related to their employment with Seller prior to the Closing Date, including, without limitation, termination of their employment with Seller, any claim for unfair labor practices or any obligation with respect to any employee benefit plan; (e) any and all Taxes of Seller arising or relating to periods prior to Closing; or (f) any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Seller (or any Person acting on their behalf) in connection with the acquisition contemplated herein. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Seller to satisfy the Excluded Liabilities under Section 2.3 and any claims made pursuant to Section 2.4, Seller shall have no indemnification obligation to Buyer under Section 10.2: (i) with respect to any claim of which Buyer gives notice to Seller later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.2 for claims for the failure of Seller to satisfy the Excluded Liabilities, such indemnification obligations shall continue for a period of no more than three years following the Closing Date, (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Buyer shall be entitled to first dollar indemnification. In no event shall Seller’s indemnification obligation under Section 10.2 exceed the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim made based upon alleged facts that if true could constitute for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such breach party with respect thereto, or inaccuracy; (ii) any breach or violation of after-tax proceeds received by such party from any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) third party, including but not limited to any Accounts Receivable set forth on Seller balance sheet as of the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereoninsurance carrier. (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.

Indemnification by Seller. (a) Subject to the limitations set forth in Section 5.1(b), Seller hereby covenants and agrees to defend, indemnify and hold harmless each of Purchaser and its Affiliates and their respective officers, directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors advisers and permitted assigns representatives (collectively, the “Purchaser Indemnified PartiesIndemnities”) harmless from and against against, and pay or reimburse the Purchaser Indemnities for, any and all Damages to claims, demands, liabilities, obligations, losses, fines, costs, expenses, royalties, litigation, deficiencies or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including interest and penalties with respect thereto and out-of-pocket expenses and reasonable attorneys’ and accountants’ fees and expenses incurred in the extent based upon investigation or defense of any of the same or in asserting, preserving or enforcing any of their respective rights hereunder (collectively, “Losses”), resulting from or incurred in connection with: arising out of (i) any breach of, or inaccuracy in, of any representation or warranty made by Seller in this Agreement herein, or in any document, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) any breach failure of Seller to perform any covenant or violation of agreement hereunder or fulfill any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) any Accounts Receivable set forth on Seller balance sheet as of the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereonother obligation in respect hereof. (ivb) Except for inaccuracies in the representations and warranties contained in Section 3.1 through Section 3.7, Seller shall not be required to indemnify Purchaser Indemnities with respect to any Excluded Liability; Losses pursuant to Section 5.1 (a)(i), unless and until the aggregate amount of all Losses exceeds $1,000.00 (the “Threshold”), and (v) any pending litigation on or before the Closing Date related to the Business, the Purchased Assetsupon such Threshold being exceeded, the Assumed Liabilities, or Subsidiary; In the event that Seller may shall be obligated to indemnify Purchaser Indemnified Parties Indemnities for the full amount of all such Losses from the first dollar. In no event shall Seller be required to pay in excess of the Purchase Price received by the Seller (such aggregate amount, the “Cap”) in respect of its indemnification obligations under both subsections Section 5.1(a)(i). Notwithstanding the foregoing, the Cap shall not apply or otherwise affect the ability to make claims or recover Losses with respect to: (i) or any liability for claims under Section 5.1(a)(ii), (ii) the representations and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided warranties set forth in Sections 10.1 shall not apply. 3.1 through 3.27 hereinabove, or (biii) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware claims based on willful misconduct, fraud or knowing or intentional breach of any event which would reasonably be expected to, representation or does, give rise theretowarranty in this Agreement. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.

Indemnification by Seller. (a) Seller hereby indemnifies Buyer and its Affiliates and, after the Closing, the Company and the Subsidiaries against and agrees to indemnify and hold Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) them harmless from and against any and all Damages to the extent based upon or resulting from or incurred in connection with: (i) Indemnified Tax of the Company or any breach of, or inaccuracy in, any representation or warranty made by Seller in this Agreement or in any document, schedule, instrument or certificate delivered hereunder or in respect of Subsidiary relating to a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; Pre-Closing Tax Period and (ii) any breach liabilities, costs and expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or violation incident to the imposition, assessment or assertion of any Pre-Closing Covenant Tax described in (i), including those liabilities, costs and expenses incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or Post-Closing Covenant assertion of any such Tax, in each case incurred or suffered by Seller; (iii) the Company or any Accounts Receivable set forth on Seller balance sheet as of the Closing Date which are not fully collected within one (1) year Subsidiary after the Closing Date, net (the sum of any applicable reserve for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or and (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not applybeing referred to as a “Tax Loss”). (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware For purposes of this Section 9.04, in the case of any event Indemnified Tax that is payable for a Straddle Period, the portion of such Indemnified Tax related to the portion of such Straddle Period ending on the Closing Date based on or measured by income or receipts of the Company or any of its Subsidiaries shall be determined based on an interim closing of the books as of the close of business on the Closing Date, and the amount of other Indemnified Taxes for a Straddle Period which would reasonably relate to the Pre-Closing Tax Period shall be expected to, or does, give rise theretodeemed to be the amount of such Indemnified Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in the Straddle Period. (c) If any claim or demand for Taxes in respect of which indemnity may be sought pursuant to this Section 9.04 is asserted against the Company, any Subsidiary or any of its Affiliates, the Company, the Subsidiary or the Affiliate shall notify Seller of such claim or demand within 10 days of receipt thereof, or such earlier time that would allow Seller to timely respond to such claim or demand, and shall give Seller such information with respect thereto as Seller may reasonably request. Seller may discharge, at any time, its indemnification obligation under this Section 9.04 by paying to the Company, the Subsidiary or the Affiliate the amount of the applicable Tax Loss, calculated on the date of such payment subject to the approval of Buyer. Seller shall have no liability the right to assume and control at its own expense, and the Company, the Subsidiary or the Affiliate shall take all steps reasonably requested by Seller in order to fully effectuate Seller’s assumption and control of, the conduct of any contest or proceeding (including, without limitation, a Tax audit) relating to Federal Taxes, Combined Taxes or any other Taxes for which indemnification may be sought from Seller under this Section 9.04. Without limiting the foregoing, in order to effectuate such assumption and control, the Company, the Subsidiaries and the Company’s Affiliates hereby authorize and appoint as their exclusive agents Seller and any other person Seller may designate to conduct any such contest or otherwiseproceeding and to take all actions and make, in Seller’s or its designee’s sole discretion, all decisions necessary or incidental to such conduct, including preparing and filing briefs and other submissions, appearing before applicable authorities for conferences and oral arguments, and determining whether and on what terms to settle any such contest or proceeding, and Company, the Subsidiaries and the Company’s Affiliates shall take such further actions as Seller requests to evidence such authority (including without limitation executing powers of attorney). The Company, the Subsidiaries and the Company’s Affiliates shall each have the right, but not the duty, to participate in any such contest or proceeding at its own expense, subject to Seller’s right to control such contest or proceeding as described in the two preceding sentences. Seller shall not settle or conclude any such contest or proceeding addressed by this Section 9.04(c) without Buyer’s approval, not to be unreasonably withheld, if the settlement or proposed resolution of such contest or proceeding could reasonably be expected to adversely affect the Company, any Subsidiary, Buyer or its Affiliates for any taxable period beginning or portion thereof after the Closing Date. Seller shall not be liable under this Section 9.04 for any amount arising out of a contest or proceeding of which Seller was not notified as required under this Section 9.04(c) to the extent that the failure to so notify Seller prejudiced Seller. (d) Notwithstanding Section 9.04(a), if Seller’s indemnification obligation under this Section 9.04 arises in respect of an adjustment which makes allowable to the Company, any Subsidiary, or any of its Affiliates any deduction, amortization, exclusion from income or other allowance for any taxable period beginning after the Closing Date (a “Tax Benefit”) which would not, but for such adjustment, be allowable, then the Company, its Affiliate or any Subsidiary, as applicable, shall pay over to Seller the tax savings attributable to such Tax Benefit (calculated on a with-and-without basis) as and when realized by the Company, its Affiliate or any Subsidiary, as applicable; provided, however, that the amount paid to Seller pursuant to this provision with respect to any indemnification obligation shall not exceed the amount paid by Seller pursuant to Section 9.04(a) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damagesindemnification obligation.

Indemnification by Seller. (a) From and after the Closing (with respect to the Acquired Stores to be transferred on the Closing Date) and each Subsequent Closing (with respect to the Acquired Stores to be transferred on such Subsequent Closing Date), and subject to Section 9.01(b), Section 9.03, Section 9.05, Section 9.06, Section 9.07, Section 9.08 and Section 10.01, Seller hereby agrees to indemnify shall indemnify, defend and hold Purchaser harmless Buyer and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors Affiliates and permitted assigns Representatives (collectively, the “Purchaser Buyer Indemnified Parties”) harmless from against, and against reimburse any and Buyer Indemnified Party for, all Damages to the extent based upon Losses that such Buyer Indemnified Party may suffer or resulting from incur, or incurred in connection withbecome subject to, as a result of: (i) any breach of, of any warranty or the inaccuracy in, of any representation of Seller contained or warranty made by Seller referred to in this Agreement or in any document, schedule, instrument or certificate delivered hereunder by or on behalf of Seller pursuant hereto 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, any Subsequent Closing Date or the Distribution Center Closing Date (except that for representations and warranties that expressly relate to a specified date, the inaccuracy in respect or breach of a claim made based upon alleged facts such representation or warranty will be determined with reference to such specified date); provided that if true could constitute the disclosure of any and all Bring-Down Exceptions shall be expressly disregarded for purposes of determining the existence of any such breach or inaccuracy; (ii) any breach or violation failure by Seller to perform any of any Pre-its covenants or obligations contained in this Agreement to be performed before, on or after the Closing Covenant (or Post-such Subsequent Closing Covenant by Selleror Distribution Center Closing, as applicable); (iii) any Accounts Receivable the matters set forth on in Section 6.01 with respect to which Seller balance sheet as of the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon.may be obligated to provide indemnification thereunder; or (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply. (b) Purchaser Notwithstanding any other provision of this Agreement to the contrary: (i) Seller shall take and shall cause its Affiliates not be required to take all reasonable steps to mitigate indemnify, defend or hold harmless any Damages upon becoming aware of any event which would reasonably be expected toBuyer Indemnified Party against, or doesreimburse any Buyer Indemnified Party for, give rise theretoany Losses pursuant to Section 9.01(a)(i) (A) with respect to any claim unless such claim involves Losses in excess of $25,000 and (B) until the aggregate amount of Buyer Indemnified Parties’ Losses exceeds $1,000,000 (the “Deductible Amount”), after which Seller shall only be obligated for such aggregate Losses of Buyer Indemnified Parties in excess of the Deductible Amount; (ii) the cumulative indemnification obligation of Seller under Section 9.01(a)(i) (other than the indemnification obligation of Seller with respect to representations and warranties made in Sections 3.01 or 3.10) shall in no event exceed $95,000,000; and (iii) the cumulative indemnification obligation of Seller under this ARTICLE IX and Section 5.07 shall in no event exceed the Purchase Price. (c) The Seller’s obligation under this Section 9.01 to indemnify any Buyer Indemnified Party for any Loss resulting from an inaccurate representation made by Seller shall have no liability (for indemnification in this Agreement or otherwise) with respect to claims under Sections 10.2(a)any certificate delivered by or on behalf of Seller pursuant hereto will not be affected if the Buyer has knowledge of that inaccuracy, until whether obtained before, on or after the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000)Closing, and then for any Subsequent Closing or the total amount of DamagesDistribution Center Closing.

Indemnification by Seller. (a) Seller hereby agrees to indemnify and hold Purchaser Seller, for itself and its directorssuccessors, officersassigns and heirs, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified PartiesSeller Indemnitors”) ), agrees to reimburse, indemnify and hold Buyer and its members, managers, employees, agents, attorneys and their respective successors and assigns harmless from and against any and all Damages to the extent based upon or resulting from or incurred in connection withagainst: (i) any and all actions, suits claims proceedings, investigations, demands, assessments, audits, fines, judgments, losses, deficiencies, liabilities, costs and other expenses (including, without limitation, reasonable attorneys’ fees and costs) (“Adverse Consequences”) resulting from, relating to or arising out of (A) any breach of, or inaccuracy in, any of representation or warranty made of Seller or Company under this Agreement; (B) any default in the performance of any agreement or covenant on the part of Seller or Company under this Agreement; (C) the operation or management of the Company by Seller in this Agreement or in the ownership of any documentof the Property, scheduleor the other Project Assets by Company prior to the date of Closing; (D) any claim asserted against Seller or the Company to the extent that such claim relates to an actual or alleged act or omission of Seller, instrument the Company or certificate delivered hereunder their respective agents prior to the date of Closing or in an actual or alleged state of facts existing with respect to the Property or the other Project Assets or the Company prior to the date of a claim made based upon alleged facts that if true could constitute Closing; and (E) any such breach indebtedness, liability, undertaking, performance, commitment or inaccuracy;other obligation of Company arising prior to Closing, except for Liabilities. (ii) Other than indemnity obligations with respect to tax and environmental matters and matters covered in Section 7(b), the indemnity obligations of the Seller Indemnitors under Section 19(a)(i) above shall survive for a period of the later to occur of the applicable respective period of limitations and thirty-six (36) months following the Closing. The indemnity obligations of the Seller Indemnitors under Section 19(a)(i) with respect to tax and environmental matters shall survive until the expiration of the respective statutes of limitations applicable to such matters. The indemnity obligations of Seller Indemnitors with respect to breach of Section 7(b) shall be perpetual. Notwithstanding the foregoing, any breach or violation matters covered by a Claim Notice (as defined below) delivered within the applicable survival period as specified above shall survive until all indemnification obligations of any Pre-Closing Covenant or Post-Closing Covenant by Seller;the Seller Indemnitors relating to the Claim Notice shall have been fully paid. (iii) any Accounts Receivable set forth on Seller balance sheet as Assuming the Closing occurs, none of the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller Indemnitors shall have no liability (for indemnification or otherwise) any right of contribution from Company with respect to claims any of their indemnification obligations arising under Sections 10.2(a)or in connection with this Agreement, until the total because Company will then be owned by Buyer, which will be a beneficiary of all Damages with respect to any such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damagesindemnification obligations.

Indemnification by Seller. If the Closing occurs, (aA) Seller hereby agrees to indemnify shall indemnify, defend, and hold harmless Purchaser and its officers, directors, officers, employees, Affiliates, stockholderssuccessors and assigns from and against, agentsand pay or reimburse each of them for and with respect to, attorneysany Loss relating to, representativesarising out of or resulting from any breach by Seller of any of its representations, warranties, covenants or agreements in this Agreement or any other Document to which it is a party and (B) CNL Lifestyle Properties, Inc. (“Seller Parent”) and Seller shall jointly and severally, indemnify, defend, and hold harmless Purchaser and its officers, directors, employees, Affiliates, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) harmless from and against against, and pay or reimburse each of them for and with respect to, any and all Damages to the extent based upon Loss relating to, arising out of or resulting from or incurred in connection with: (i) any breach ofby Seller of any of its representations set forth in Sections 5.02 and 5.11; provided, however, that all claims for indemnification under this Section 9.04 must be set forth in reasonable detail in a written notice received by Seller and/or Seller Parent not later than the date that is twelve (12) months following the Closing Date (the “Survival Period”) and any litigation with respect to such claim shall be commenced on or prior to the date that is sixty (60) days after the expiration of the Survival Period. Notwithstanding anything to the contrary contained herein or in any other Document, if the Closing occurs, neither Seller nor Seller Parent shall have any liability to Purchaser for Losses incurred by Purchaser (other than Losses incurred as a result of any breach or inaccuracy in, of any representation or warranty made contained in Sections 5.02 and 5.11) unless and until the aggregate amount of Losses subject to indemnification exceeds Twenty-Five Thousand Dollars ($25,000.00) (the “Deductible”). In addition, notwithstanding anything to the contrary contained herein or in any other Document, if the Closing occurs, neither Seller nor Seller Parent shall have any liability to Purchaser in excess of: (x) with respect to the representations set forth in Sections 5.02 and 5.11, an amount equal to the Purchase Price and (y) with respect to all other breaches by Seller in this Agreement or in any documentother Document, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; an amount equal to two and one-half percent (ii2.5%) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) any Accounts Receivable set forth on Seller balance sheet as of the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereonPurchase Price. (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.

Indemnification by Seller. (a) Subject to Section 10.5 hereof, Seller hereby agrees to indemnify and hold Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) harmless from and against any and all Damages to the extent based upon or resulting from or incurred in connection with:losses, liabilities, claims, demands, judgments, damages, fines, suits, actions, costs and expenses (individually, a “Loss” and, collectively, “Losses”): (i) Any breach or default in the performance by Seller of any covenant or agreement of Seller contained in this Agreement or any Transaction Document to which it is a party; (ii) Any breach of, or inaccuracy in, of any representation or warranty made by Seller in this Agreement Agreement, in any Transaction Document to which it is a party or in any document, schedule, exhibit, certificate or other instrument delivered by or certificate delivered hereunder on behalf of Seller pursuant this Agreement or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by SellerTransaction Document; (iii) any Accounts Receivable set forth on Seller balance sheet as Any liability (other than an Assumed Liability) arising out of or relating to Seller’s ownership or operation of the Purchased Assets, Business or Systems prior to the Closing Date which are not fully collected within one (1without regard to whether a claim is asserted before or after the Closing); (iv) year after Any claim that the transactions contemplated by this Agreement violate WARN or any similar state or local law or any bulk transfer of any jurisdiction; (v) Any rate refund ordered by a Governmental Entity for periods prior to the Closing Date; (vi) The presence, generation, removal or transportation of a Hazardous Substance on or from any of the Owned Real Property caused by Seller prior to the Closing Date, net including the costs of any applicable reserve for returns removal and clean-up of such Hazardous Substance and other compliance with provisions of Environmental Laws (without regard to whether a claim is asserted before or doubtful accounts reflected thereon. (iv) any Excluded Liabilityafter the Closing); and (vvii) any pending litigation on or before Any failure of Seller to perform its obligations in respect of the Closing Date related to the Business, the Purchased Assets, the Assumed Excluded Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.

Indemnification by Seller. (a) The Seller hereby agrees to shall indemnify and hold the Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors employees and permitted assigns agents (collectively, the “Purchaser Indemnified Parties”) and hold them harmless from and against any and all Damages claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain by reason of (A) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, the Servicing Contract or the Xxxxxx Xxx Guide, (B) the Seller’s reckless disregard of its obligations or duties under this Agreement, the Servicing Contract or the Xxxxxx Mae Guide, (C) the Seller’s breach of its representations, warranties or covenants under this Agreement, the Servicing Contract or the Xxxxxx Xxx Guide, (D) Seller’s breach of a representation, warranty or covenant under, or Seller’s failure to comply with any obligation under, any agreement or obligation secured by a Purchaser’s right, title or interest in the extent based upon Purchased MSR Excess Spread or resulting from any other rights or incurred interests of the Purchaser under this Agreement, or (E) the Transactions being characterized by a court or governmental authority as anything other than an absolute transfer or sale. The Seller hereby grants the Purchaser a security interest in connection with: all of its right, title and interest in, to and under, whether now existing or in the future arising or acquired, (i) any breach of, or inaccuracy in, any representation or warranty made by Seller in all Purchased MSR Excess Spread and all rights under this Agreement or in with respect to any document, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; Purchased MSR Excess Spread; (ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller; the Portfolio Spread Custodial Account; (iii) any Accounts Receivable set forth all rights to payment of amounts due under this Agreement on Seller balance sheet as account of or related to the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon. Purchased MSR Excess Spread; (iv) any Excluded Liabilityall rights to reimbursement of Purchased MSR Excess Spreads and/or amounts due in respect thereof under the Servicing Contract and the Xxxxxx Mae Guide; and (v) all records, instruments or other documentation evidencing any pending litigation of the foregoing; (vi) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including, without limitation, all of Seller’s rights, title and interest in and under the Purchased MSR Excess Spreads); and (vii) any and all replacements, substitutions, distributions on or before proceeds of any and all of the Closing Date related to foregoing, as security for the Business, obligations of the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply8.03. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.

Indemnification by Seller. (a) Subject to the terms hereof, Seller hereby agrees to defend, indemnify and hold Purchaser and its managers, directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors Affiliates and permitted assigns Representatives (collectively, the “Purchaser Indemnified Parties”) harmless from and against any claim, liability, expense, loss or other damage (including reasonable attorneys’ fees and all Damages to the extent based expenses) (collectively, “Claims”) asserted against, imposed upon or incurred by any Purchaser Indemnified Party by reason of, resulting from or incurred in connection witharising out of: (ia) any breach of, or inaccuracy in, by Seller of any representation or warranty made by Seller in Section 4 of this Agreement or in any document, schedule, instrument or certificate other document executed and delivered hereunder or in by Seller to Purchaser at Closing with respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracyto the transactions contemplated by this Agreement; (iib) any breach or violation non-performance by Seller of any Pre-covenant or agreement made by Seller in this Agreement or any other document executed and delivered by Seller to Purchaser at Closing Covenant with respect to the transactions contemplated by this Agreement; (c) any imposition (including, but not limited to, imposition by operation of any bulk transfer or Post-other Law) or attempted imposition by a third party upon any of the Purchaser Indemnified Parties of any liability of Seller which is not an Assumed Liability; (d) any personal injury or property damage alleged to have been caused by or the result of any product produced, sold, distributed or otherwise placed in the stream of commerce by Seller in the Business on or prior to the Closing Covenant Date, but not including any Claims solely for product repair or product replacement that arise under, and are made pursuant to and consistent with, the terms of Seller’s standard outstanding warranty obligations (collectively, the “Product Liability Claims”). For purposes of clarification, if a Claim is asserted (orally or in writing) after the Closing Date by a third party solely for product repair or replacement arising under and made pursuant to and consistent with, the terms of Seller’s standard outstanding warranty obligations (a “Warranty Claim”), Seller shall have no obligation to indemnify the Purchaser Indemnified Parties for such Warranty Claim pursuant to this Section 7.1(d); (e) any brokerage or finders’ fees arising out of the transaction contemplated hereby owing to any party engaged by Seller; (iiif) any Accounts Receivable set forth recall by a third party of a product of such third party which utilizes a product of Seller produced, sold, distributed or otherwise placed in the stream of commerce by Seller in the Business on or prior to the Closing, for purposes of repair or replacement of such product of Seller balance sheet as of the Closing Date which are not fully collected within one (1) year after the Closing Datea “Product Recall”), net of but excluding any applicable reserve for returns or doubtful accounts reflected thereon.Warranty Claims; (ivg) any Excluded Liabilityliability under the Union Contracts, the National Labor Relations Act, as amended, 29 U.S.C. §§ 151 et seq., or any other Laws relating to labor or employment with respect to the Union Contracts; (h) any liability under the WARN or similar Law resulting from or arising out of Seller’s violation of Section 5.2(g) hereof; and (v) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) the reasonable costs and any expenses relating to enforcement of subsections (iii)-(v) of the indemnification rights under this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply7.1. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.

Indemnification by Seller. Subject to the other provisions of this Article VIII, from and after the Closing, Seller agrees to and shall indemnify and defend Purchaser and its 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 against any Losses suffered, incurred or paid by them to the extent such Losses are a result of, arise out of or are related to: (a) Seller hereby agrees to indemnify and hold Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) harmless from and against any and all Damages to the extent based upon or resulting from or incurred in connection with: (i) any breach of, or inaccuracy in, failure of any representation or warranty made by Seller in this Agreement (other than any representation or warranty made by Seller in any document, schedule, instrument Section 4.8 (Tax Matters) or certificate delivered hereunder or Section 4.12 (Environmental Matters)) to be true and correct in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) any Accounts Receivable set forth all respects on Seller balance sheet and as of the Closing Date as if made on such date (other than those made on a specified date, which are not fully collected within one shall be true and correct in all respects as of such specified date); (1b) year any breach of any covenant or agreement by Seller contained in this Agreement; (c) any Excluded Liability (other than Pre-Closing Asbestos Liabilities); (d) any Taxes attributable to the Purchased Assets or the Terminal Operations with respect to any Pre-Closing Period (except to the extent such amount was taken into account in calculating the Closing St. Lucia Working Capital), and any Taxes of the Seller for any taxable period; (e) the performance by or on behalf of Seller of the Port Reading Decommissioning; (f) Known Pre-Closing Environmental Liabilities; (g) Unknown Pre-Closing Environmental Liabilities; (h) Reopener Remedial Action Liabilities; (i) Liabilities arising from the storage, transportation and/or off-site disposal of any Hazardous Materials generated during Remedial Action undertaken by or on behalf of Seller; (j) Pre-Closing Asbestos Liabilities; and (k) any withdrawal liability and/or funding obligation incurred by Purchaser after the Closing Datewith respect to any multiemployer plan to which Seller contributes with respect to the Terminal Operations, net of any applicable reserve for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation on or before in each case solely to the extent such withdrawal liability and/or funding obligations relate to Seller’s, rather than Purchaser’s, contribution history to such multiemployer plan, Seller’s operations with respect to the Terminal Operations prior to the Closing Date related and/or the vested unfunded benefits attributable to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware service of any event which would reasonably be expected to, or does, give rise theretoemployee of Seller prior to the Closing Date. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.

Indemnification by Seller. (a) Seller hereby agrees to indemnify and hold Purchaser Seller, for itself and its directorssuccessors, officersassigns and heirs, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified PartiesSeller Indemnitors”) ), agrees to reimburse, indemnify and hold Buyer and its members, partners, managers, employees, agents, attorneys and their respective successors and assigns harmless from and against any and all Damages to the extent based upon or resulting from or incurred in connection withagainst: (i) any and all actions, suits, claims proceedings, investigations, demands, assessments, audits, fines, judgments, losses, deficiencies, liabilities, costs and other expenses (including, without limitation, reasonable attorneys’ fees and costs) (“Adverse Consequences”) resulting from, relating to or arising out of (A) any breach of, or inaccuracy in, any of representation or warranty made of Seller or the Company under this Agreement; (B) any default in the performance of any agreement or covenant on the part of Seller or the Company under this Agreement; (C) any indebtedness, liability, undertaking, performance, commitment or other obligation of the Company arising prior to Closing, except for the Liabilities; and (D) any claim asserted against Buyer by a third party to the extent that such claim related to an actual or alleged act or omission of Seller in this Agreement prior to the date of Closing or in any document, schedule, instrument an actual or certificate delivered hereunder alleged state of facts existing with respect to the Property or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy;the Company. (ii) The indemnity obligations of the Seller Indemnitors under Section 16(a)(i) above shall survive for a period of twelve (12) months following the Closing. The indemnity obligations of Seller Indemnitors with respect to a breach of Section 6(b) shall survive for a period of thirty-six (36) months following the Closing. Notwithstanding the foregoing, any breach or violation claim for which notice was delivered within the applicable survival period as specified above shall survive until all indemnification obligations of any Pre-Closing Covenant or Post-Closing Covenant by Seller;the Seller Indemnitors relating to the claim shall have been fully paid. (iii) any Accounts Receivable set forth on Seller balance sheet as Assuming the Closing occurs, none of the Closing Date Seller Indemnitors shall have any right of contribution from the Company with respect to any of their indemnification obligations arising under or in connection with this Agreement, because the Company will then be owned by Buyer, which are not fully collected within one (1) year after the Closing Date, net will be a beneficiary of any applicable reserve for returns or doubtful accounts reflected thereonsuch indemnification obligations. (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related Notwithstanding anything herein to the Businesscontrary, Seller’s liability under the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) indemnification provisions of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) 16 shall be controlling and limited to the limitations provided in Sections 10.1 shall not applyPurchase Price. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.

Indemnification by Seller. (a) Seller hereby agrees to indemnify shall, indemnify, defend and hold Purchaser harmless Purchaser, its Affiliates and its their respective directors, officers, employees, Affiliatesshareholders, stockholderspartners, members, principals, representatives and agents, attorneys, representatives, and each of the successors and permitted assigns of any of the foregoing (collectively, the “Purchaser Indemnified Parties”) harmless from and against any and all Damages suffered by any of the Purchaser Indemnified Parties resulting from, arising out of, relating to the extent based upon or resulting from or incurred in connection with:with respect to (without duplication) (collectively, “Seller Indemnifiable Damages”): (i) 11.2.1. subject to Section 5.3, any breach of, of or inaccuracy in, in any representation or warranty made by of Seller in this Agreement or in any document, schedule, instrument of the other Closing Documents as if such representation or certificate delivered hereunder or in respect of a claim warranty were made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) any Accounts Receivable set forth on Seller balance sheet as of the Closing Date Date, except where such representation or warranty is expressly made as of an earlier date, in which are 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 fully collected within one (1economic) year after condition of any of the Real Property or the Personal Property occurring between the date hereof and the Closing Date, net ordinary wear and tear and damage or destruction as a result of any applicable reserve for returns fire or doubtful accounts reflected thereon. (iv) any Excluded Liabilityother casualty and work tenants are permitted to perform under Leases excluded; and (v) 11.2.4. Seller’s failure to perform any pending litigation on liability or before obligation of Seller under the Closing Date Leases, Contracts, Brokerage Agreements or any other written contracts and agreements related to the BusinessProperty or any portion thereof; provided, however, that with respect to any Leases, Contracts, Brokerage Agreements or other contracts and agreements assumed by Purchaser under this Agreement or the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2other Closing Documents, Seller’s obligations under failure to perform any of subsections (iii)-(v) liability or obligation shall be controlling and limited to matters first arising prior to the limitations provided in Sections 10.1 shall not applyClosing Date. (b) Purchaser shall take and shall cause its Affiliates 11.2.5. if a court, arbitrator, government agency or other adjudication finds Seller to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected tohave been an employer, or doesjoint employer with SCO, give rise thereto. (c) Seller shall have no of the Property’s Employees, and consequently imposes liability (for indemnification or otherwise) on Buyer as Seller’s successor, with respect to claims under Sections 10.2(a), until the total acts or omissions of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of DamagesSeller.

Indemnification by Seller. (a) Seller hereby agrees to shall defend, indemnify and hold Purchaser harmless Purchasers and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) harmless their Related Parties from and against any Claims (other than Claims related to IP Rights, which are governed by Section 14 hereof), and all Damages pay any Liabilities awarded against the Purchaser or any Related Parties to the extent based upon relating to or resulting from arising out of such Claims, arising out of: 15.1.1 Any negligent act or incurred omission or willful misconduct of Seller or its Related Parties in connection withwith the performance or non-performance of their obligations hereunder or any breach of any of Seller’s representations, warranties, covenants or terms of, or defaults under, this Agreement. 15.1.2 Any Claim by third parties against the Purchasers or any of their Related Parties arising out of: (ia) any breach of, or inaccuracy in, any representation or warranty made by Seller in this Agreement or in any document, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) any Accounts Receivable set forth on Seller balance sheet as of the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations relationships with its employees, suppliers, subcontractors, agents, and consultants in the course of its performance under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply.this Agreement; (b) Seller’s design, development, manufacture, testing, production, and storage of the Equipment being provided to Purchasers under this Agreement, including any Security Compromise with respect to any Equipment that results in a Claim against TWC or any other Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate by any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.third party content provider; (c) Seller Seller’s negligent performance of any Services hereunder; or (d) Damages caused by Defective or unreasonably dangerous Equipment solely caused by Seller. Nothing in this Section shall have no liability (for indemnification be construed to diminish or otherwise) otherwise limit Seller’s obligation to indemnify TWC and Purchasers with respect to claims under Sections 10.2(a), until the total of all Damages with respect a Claim for which TWC and Purchasers are entitled to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damagesindemnification pursuant to Article 14.

Indemnification by Seller. Subject to this Article VIII and Section 10.06, from and after the Closing, Seller shall indemnify Purchaser and its affiliates and each of their respective officers and directors (the “Purchaser Indemnitees”) from and against, and compensate and reimburse them for, any and all losses, damages, fines, penalties and amounts paid in settlement, and reasonable Third Party costs and expenses incurred in connection therewith, including reasonable Third Party legal fees and expenses in connection with any Proceeding (collectively, “Losses”), incurred by such Purchaser Indemnitees, to the extent arising out of or resulting from any of the following: (a) Seller hereby agrees to indemnify and hold Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) harmless from and against any and all Damages to the extent based upon or resulting from or incurred in connection with: (i) any breach of, or inaccuracy in, of any representation or warranty made by of Seller or any Seller affiliate contained in this Agreement or in any documentAncillary Agreement other than the Note and the Security Agreement (solely to the extent such Ancillary Agreement does not include indemnification provisions that cover such breach) (disregarding for purposes of calculating Losses pursuant to this Article VIII any “material”, schedule, instrument “in all material respects” or certificate delivered hereunder similar materiality qualification contained in any representation and warranty); (b) any breach of any covenant or agreement of Seller or any Seller affiliate contained in respect of a this Agreement or any Ancillary Agreement other than the Note and the Security Agreement (solely to the extent such Ancillary Agreement does not include indemnification provisions that cover such breach); (c) any claim made by any person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged facts that if true could constitute to have been made by any such person with Seller or any affiliate of Seller (including, prior to the Closing, the Company) in connection with the Acquisition; and (d) (i) any breach by Seller of any Contract with a Third Party entered into in connection with (A) any Ongoing Trial or inaccuracy; (B) any other clinical trial conducted by or on behalf [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. of Seller or any of its affiliates (including the Company), in either case, with respect to the Compound or Products or (ii) any breach claim by or violation on behalf of any Pre-Closing Covenant Third Party with respect to any Ongoing Trial or Post-Closing Covenant any other clinical trial conducted by Seller; (iii) any Accounts Receivable set forth or on behalf of Seller balance sheet as of the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections its affiliates (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and including the limitations provided in Sections 10.1 shall not apply. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwiseCompany) with respect to claims under Sections 10.2(athe Compound or Products for personal injury, death or property damage arising out of such Ongoing Trial or other clinical trial, in each case ((i) and (ii)), until to the total of all Damages with respect extent relating to such matters exceeds Fifty Thousand Dollars ($50,000), and then for circumstances or events that arose or occurred prior to the total amount of DamagesClosing Date.

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 hereof Seller hereby agrees will, subject to indemnify the limitations set forth in Section 9.1 hereof, indemnify, defend and hold Purchaser harmless Parent, Buyer and its their Affiliates, and their respective directors, officers, employees, Affiliates, stockholders, agentsshareholders, attorneys, representativesaccountants and agents (“Buyer Indemnified Parties” and, successors and permitted assigns (collectivelycollectively with the Seller Indemnified Parties, the “Purchaser Indemnified Parties”) harmless from against and against any and in respect of all Damages to the extent based upon or resulting from Losses sustained or incurred in connection with: (i) arising out of any breach ofbreaches of Seller’s or the Company’s representations, or inaccuracy inwarranties, any representation or warranty made by Seller covenants and agreements set forth in this Agreement or in any document(other than representations, schedulewarranties, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) any Accounts Receivable covenants and agreements set forth on Seller balance sheet in Article V, as of to which the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided indemnification provisions set forth in Sections 10.1 shall not applyArticle V will govern). (b) Purchaser shall take Any amounts due to Buyer pursuant to this Section 9.3 or Article V will be satisfied (i) first by reducing the outstanding principal balance of, and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected tounpaid interest on, the Promissory Note, and (ii) if there is no outstanding principal balance of, or doesunpaid interest on, give rise thereto. the Promissory Note, by the Seller, making payment within 10 days of the liability for such payment maturing in accordance with in Section 9.5 by wire transfer to an account designated by Buyer in the related Claim Notice. Any amounts by which the Promissory Note is reduced or that is paid under this Section 9.3 or Article V will be treated as an adjustment to the Purchase Price for all Tax purposes. In the event of a required reduction in the principal amount of or interest under the Promissory Note under this Section 9.3(b), Buyer and Seller covenant and agree to execute an amendment to the Promissory Note within 10 days following the date upon which the liability for such payment maturing in accordance with in Section 9.5 occurs, such amendment to reflect the required reduction and that no interest shall accrue (c) Seller or shall have no liability (for indemnification or otherwiseever accrued) with respect to claims under Sections 10.2(a), until on the total amount of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000)the required reduction, and then for such amendment to be reasonably satisfactory in form and substance to Buyer and the total amount of DamagesSeller.

Indemnification by Seller. (a) Subject to the other provisions of this ARTICLE 6, Seller hereby agrees to will indemnify and hold Purchaser harmless Buyer and its Affiliates and their respective officers, directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors equity holders and permitted assigns agents (collectively, the “Purchaser Buyer Indemnified Parties”) harmless from for any loss, liability, claim, damage or expense (including reasonable attorneys’ fees and against any and all Damages expenses) (collectively, “Damages”), to the extent based upon caused by or resulting arising from or incurred in connection with: (ia) any breach of, or inaccuracy in, of any representation or warranty made by of Seller in this Agreement; (b) any breach of any covenant, obligation or agreement of Seller in this Agreement or the Confidentiality Agreement; (c) any liability or obligation arising out of or relating to a breach by Seller of the Assigned Contracts that occurred prior to the Closing; (d) any liability or obligation of Seller or any of its Affiliates related to the Purchased Assets other than the Assumed Liabilities; (e) any Proceeding by a Third Party resulting, in any document, schedule, instrument or certificate delivered hereunder whole or in respect of a claim made based upon alleged facts that if true could constitute any such breach part, from the manufacture, packaging, labeling, promotion, distribution, transportation, release, storage, recall or inaccuracy; (ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) any Accounts Receivable set forth on Seller balance sheet as sale of the Closing Date which are not fully collected within one (1) year after the Closing Date, net Product by or on behalf of any applicable reserve for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation Seller on or before the Closing Date related or the use by patients of Product released or sold by or on behalf of a Seller on or before the Closing Date, provided, however, that Seller shall not be obligated under clauses (d) or (e) of this Section 6.2 with respect to any indemnity claim to the Business, the Purchased Assets, the Assumed Liabilities, extent that any Damages are caused by or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections arise from (i) the manufacture, packaging, labeling, promotion, distribution, transportation, storage, sale or other Exploitation of the Product by or on behalf of any Selling Person on or after the Closing Date or the use by patients of Product sold by or on behalf of any Selling Person on or after the Closing Date or (ii) and any failure, at the time delivered, of Product delivered by Buyer or any of subsections (iii)-(v) its Affiliates under the Development and Manufacturing Agreement, to have been manufactured by or on behalf of this Section 10.2, Seller’s obligations under Buyer or any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply. (b) Purchaser shall take and shall cause its Affiliates to take in compliance with the Drug Authorization and all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise theretoapplicable Legal Requirements. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.

Indemnification by Seller. (a) Subject to Section 8.4, Seller hereby agrees to indemnify and hold Purchaser Purchaser, its Affiliates and its officers, directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) after the RFS Closing and the RFCIL Closing, as applicable, against and in respect of, and agree to hold the Purchaser Indemnified Parties harmless from and against from, any and all Damages to the extent based upon Losses imposed on, incurred by or suffered by any Purchaser Indemnified Party arising out of or resulting from or incurred in connection withany of the following: (ia) any breach of, of or any inaccuracy in, in any representation or warranty made by Seller in this Agreement Agreement; provided, that Seller shall not have any liability under this Section 8.2(a) for any breach of or inaccuracy in any documentrepresentation or warranty unless (i) in the case of all representations and warranties, scheduleexcept Tax Warranties and Title and Authorization Warranties, instrument a notice of the Purchaser Indemnified Party’s claim is given to Seller not later than (x) 5:30 p.m. central time on the 24-month anniversary of the RFS Closing Date for claims of any breach of or certificate delivered hereunder inaccuracy in any representation or warranty that relate to RFS or the RFS Interests or (y) 5:30 p.m. central time on the 24-month anniversary of the RFCIL Closing Date for claims that relate to any breach of or inaccuracy in respect of a claim made based upon alleged facts any representation or warranty that if true could constitute any such breach relate to RFCIL, RFSC or inaccuracy; the RFCIL Interests, (ii) in the case of Tax Warranties, a notice of the Purchaser Indemnified Party’s claim is given to Seller not later than 5:30 p.m. central time on the Tax Statute of Limitations Date for the particular Tax in question and (iii) in the case of Title and Authorization Warranties, a notice of the Purchaser Indemnified Party’s claim is given to Seller at any time in the future promptly following discovery of such breach; provided, that the failure of the Purchaser Indemnified Party to give such prompt written notice shall not relieve Seller of their obligations under this Article 8 except to the extent (if any) that Seller has been prejudiced thereby; or (b) any breach of or failure by (excluding any breach or violation inaccuracy covered by Section 8.2(a)) Seller to perform any agreement, covenant, obligation or undertaking of Seller set out in this Agreement; provided, that Seller shall not have any Pre-Closing Covenant liability under this Section 8.2(b) for any breach or Post-Closing Covenant by Seller; (iii) any Accounts Receivable set forth failure occurring on Seller balance sheet as of or prior to the RFS Closing Date which are not fully collected within one (1) year after or the RFCIL Closing Date, net as applicable, unless a notice of any applicable reserve for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections Party’s claim is given to Seller not later than (i) 5:30 p.m. central time on the 24-month anniversary of the RFS Closing Date for claims of any breach of or failure by Seller to perform any agreement, covenant, obligation or undertaking of Seller set out in this Agreement that relates to RFS or the RFS Interests or (ii) and any 5:30 p.m. central time on the 24-month anniversary of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware RFCIL Closing Date for claims of any event which would reasonably be expected tobreach of or failure by Seller to perform any agreement, covenant, obligation or doesundertaking of Seller set out in this Agreement that relates to RFCIL, give rise theretoRFSC or the RFCIL Interests. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.

Indemnification by Seller. (a) Subject to the terms of this Article VIII, from and after the Closing, the Seller hereby agrees to Parties shall jointly and severally indemnify and hold Purchaser Buyer and its Affiliates and their respective officers, directors, officers, employees, stockholders, Affiliates, stockholdersagents and representatives, agentsand each of the heirs, attorneys, representativesexecutors, successors and permitted assigns of any of the foregoing (collectively, the “Purchaser Buyer Indemnified Parties”) and defend and hold them harmless from and against any and all Damages Losses incurred or suffered by a Buyer Indemnified Party resulting from, arising out of or related to the extent based upon or resulting from or incurred in connection with: (ia) any breach of, or inaccuracy in, of any representation or warranty made by a Seller Party in this Agreement or in any document, schedule, instrument or certificate delivered hereunder or in respect (it being agreed for purposes of a claim made based upon alleged facts that if true could constitute determining any such breach or inaccuracy; (ii) any breach or violation inaccuracy that such representations and warranties are deemed made as of any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) any Accounts Receivable set forth on Seller balance sheet the date of this Agreement and as of the Closing Date (except for such representations and warranties that are made as of a specific date which are shall speak only as of such date)) (provided that for the purposes of this clause (a), qualifications as to materiality, Material Adverse Effect or other qualifiers of similar import contained in such representations and warranties shall not fully collected within one (1) year after the Closing Datebe given effect for determining whether a breach of such representations and warranties has occurred or for purposes of calculating any Losses), net of any applicable reserve for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related to the Businessextent that a Buyer Indemnified Party provides written notice of such breach or inaccuracy (which notice shall describe the applicable breach or inaccuracy in reasonable detail and indicate a good faith estimated amount, the Purchased Assetsif known and quantifiable, the Assumed Liabilities, of Losses that have been or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected toto be sustained by the applicable Buyer Indemnified Party in connection therewith) to Seller prior to the applicable Survival Date (or at any time permitted by law, in the case of the Fundamental Representations), (b) any breach of any covenant or agreement of a Seller Party contained in this Agreement, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damagesany Excluded Liabilities.

Indemnification by Seller. (a) Following the Closing, subject to the terms of this Article XII, Seller hereby agrees to shall indemnify and hold Purchaser harmless Buyer and its Affiliates (including the Companies) and their officers, directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors employees and permitted assigns representatives (collectively, the “Purchaser Buyer Indemnified PartiesPersons”) harmless from and against against, without duplication, any and all Damages to the extent based upon Losses incurred or suffered by any Buyer Indemnified Person arising out of or resulting from or incurred in connection with: (i) prior to the expiration in accordance with Section 12.1, any breach of, or inaccuracy in, of any representation of the representations or warranty warranties made by Seller in Article V of this Agreement as of the date of this Agreement or in any documentas if such representation or warranty was made on and as of the Closing, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) prior to the expiration in accordance with Section 12.1, any breach by Seller to perform any of its covenants or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) any Accounts Receivable set forth on Seller balance sheet as of the Closing Date which are not fully collected within one (1) year agreements in this Agreement that requires performance after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon. (iii) Taxes to the extent provided under Section 8.2(e), and (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply. (b) Purchaser shall take and shall cause its Affiliates Notwithstanding any other provision to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected tothe contrary, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwisei) with respect to claims for indemnification arising under Sections 10.2(aSection 12.2(a)(i) (other than for a breach or inaccuracy of the representations and warranties contained in the Seller Fundamental Representations), until the total cumulative indemnification obligations of all Damages Seller shall in no event exceed $2,812,500 (the “Cap”), (ii) with respect to such matters exceeds Fifty Thousand Dollars claims arising under ($50,000A) Section 12.2(a)(i) for a breach or inaccuracy of a Seller Fundamental Representation, (B) Section 12.2(a)(ii) or (C) Section 12.2(a)(iii), and then the cumulative indemnification obligations of Seller shall in no event exceed the Purchase Price (the “Purchase Price Cap”), (iii) with respect to claims for indemnification arising under Section 12.2(a)(i) (other than for a breach or inaccuracy of the total Seller Fundamental Representations), Seller shall not be required to indemnify any Buyer Indemnified Person until the aggregate amount of DamagesLosses incurred or suffered by the Buyer Indemnified Persons exceeds $2,812,500 (the “Deductible”), after which, Seller shall only be obligated for such aggregate Losses in excess of Deductible up to the Cap. Notwithstanding anything in this Agreement to the contrary, the limitations set forth in this Section 12.2(b) shall not apply in respect of claims for indemnification under Section 12.2(a)(iv) or Losses incurred by the Buyer Indemnified Persons in respect of any Fraud.

Indemnification by Seller. (a) Seller hereby agrees to indemnify shall indemnify, hold harmless and hold Purchaser defend Buyer, Buyer's Affiliates and its directorstheir respective partners, members, shareholders, owners, officers, employeesdirectors, Affiliates, stockholders, agents, attorneys, employees and agents and their respective personal representatives, successors and permitted assigns (collectivelyassigns, the “Purchaser Indemnified Parties”) harmless from and against any and all Damages to the extent based upon Losses arising out of or resulting from or incurred in connection withcaused by: (i) any the breach of, or inaccuracy in, by Seller of any representation or warranty made by Seller in this Agreement or in any document, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy;Agreement; or (ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller;intentionally omitted; or (iii) any Accounts Receivable set forth on Seller balance sheet as Claim by any third Person against the Property Assets or Buyer arising out of or caused by, directly or indirectly, any act or omission of the Closing Date which are not fully collected within one (1) year after Seller or any Predecessor Entity or its respective members, managers, officers, directors, employees, agents or representatives in connection with operation or ownership of the Closing Date, net of Property Assets occurring at any applicable reserve for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation time on or before the Closing Date related to excluding (A) Claims arising out of the BusinessXXXXXx, the Purchased Assets, Leases and the Assumed Liabilities, or Subsidiary; In the event that Property Liabilities (except for Claims for which Seller may be is obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of Buyer pursuant to this Agreement other than pursuant to this Section 10.213.2(a)(iii)), Seller’s (B) Claims for which a specific adjustment or apportionment was made between Seller and Buyer at Closing, and (C) Claims based on obligations expressly assumed in writing by Buyer other than the Assumed Property Liabilities; or (iv) any Claim by any Property Employee arising out of such Property Employee's employment by Seller or its Affiliates through the Date of Closing or the termination of such Property Employee's employment by Seller or its Affiliates in accordance with Section 6.1, including, without limitation, any Claim for severance pay, notice pay or pension or other employee benefits (subject to Buyer's indemnification obligations pursuant to Sections 6.1 or 6.3); or (v) any Claim by any tenant pursuant to a Lease alleging an overpayment or overcharge of rent or additional rent to the extent relating to periods prior to Closing, including, without limitation, the Claims identified on Schedule 10.12(b), or any Claim by a party to the XXXXX alleging overpayment or overcharge of amounts due under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not applyXXXXX to the extent relating to periods prior to Closing. (b) Purchaser Notwithstanding the foregoing, the indemnification obligations of Seller pursuant to Section 13.2(a) (i) shall take and not be paid except to the extent the aggregate dollar amount of Losses that would otherwise be indemnified pursuant to Section 13.2(a)(i) exceeds one percent (1%) of the Purchase Price (the "Threshold Amount"). In calculating the amount of Losses, such amount shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware be an amount net of any event which would reasonably insurance proceeds, indemnity payments or similar payments actually received by Buyer (or any of its Affiliates) from any third parties, provided Buyer shall not have any obligation to pursue collection of any amounts from any third parties, nor shall Seller's obligation hereunder be expected tosuspended or delayed pending efforts to collect from third parties. Buyer shall cooperate with Seller, or doesat no expense to the Buyer, give rise theretoin Seller's efforts to collect payments from third parties on account of any Losses. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.

Indemnification by Seller. (a) Subject to the limitations in paragraph (b) below, Seller hereby agrees to defend, indemnify and hold Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser harmless Buyer's Indemnified Parties”) harmless Persons from and against all Losses directly or indirectly incurred by or sought to be imposed upon any and all Damages to the extent based upon or resulting from or incurred in connection withof them: (i) resulting from, relating to or arising out of any breach of, of any of the representations or inaccuracy in, any representation or warranty warranties made by Seller in or pursuant to this Agreement or any schedule hereto or in any documentagreement, schedule, document or instrument or certificate executed and delivered hereunder pursuant hereto or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracyconnection with the Closing; (ii) resulting from or arising out of any breach or violation of any Pre-Closing Covenant covenant or Post-Closing Covenant agreement made by SellerSeller in or pursuant to this Agreement; (iii) any Accounts Receivable set forth on Seller balance sheet as of the Closing Date which are not fully collected within one (1) year after the Closing Date, net in respect of any applicable reserve for returns liability or doubtful accounts reflected thereon.obligation of Seller or any Subsidiary not included in the Assumed Liabilities; (iv) resulting from or arising out of any Excluded Liability; andliability, payment or obligation arising out of any litigation or similar matter required to be described on Schedule 2.21, except to the extent of reserves with respect thereto on the Base Balance Sheet; (v) resulting from or arising out of any pending litigation liability, payment or obligation in respect of any taxes for all periods, or portions thereof, ending on or before the Closing Date related Date, owing by Seller or any Subsidiary of any kind or description (including interest and penalties with respect thereto); (vi) resulting from or arising out of any governmental or third party claims for damages or clean-up costs under any environmental law arising out of the operations of the Seller or any Subsidiary on or before the Closing Date, except to the Business, extent of reserves with respect thereto on the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not applyBase Balance Sheet. (b) Purchaser shall take and shall cause its Affiliates The right to take all reasonable steps indemnification under paragraph 10.2(a) is subject to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) the following limitations: Seller shall have no liability (under paragraph 10.2(a) unless one or more of the Buyer's Indemnified Persons gives written notice to Seller asserting a claim for indemnification Losses, including reasonably detailed facts and circumstances pertaining thereto, before the earlier of the running of any applicable statute of limitations or otherwise) with respect to claims under Sections 10.2(a)March 31, until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages1998.

Indemnification by Seller. (a) Seller hereby agrees to indemnify and hold Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) harmless Buyer from and against any and all Damages to the extent based upon or resulting from or Losses and Expenses incurred by Buyer in connection withwith or arising from: (i) any breach of, or inaccuracy in, any representation or warranty made by Seller of any of its covenants or obligations in this Agreement or in any document, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy;Agreement; or (ii) any breach or violation of any Pre-Closing Covenant warranty or Post-Closing Covenant the inaccuracy of any representation of Seller or Seller Guarantor contained in ARTICLE V or in any certificate delivered by Seller;or on behalf of Seller or Seller Guarantor pursuant hereto; and (iii) any Accounts Receivable set forth on liability of Seller balance sheet as in respect of the Closing Date which are Business not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties assumed by Buyer under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply2.3. (b) Purchaser Seller shall take and shall cause its Affiliates not be liable for any claim to take all reasonable steps the extent that the breach giving rise to mitigate any Damages upon becoming aware such claim has been remedied in full without cost or loss to Buyer within 30 days following receipt by Seller of any event which would reasonably be expected to, or does, give rise theretonotice from Buyer under Section 11.1(c). (c) Buyer shall notify Seller in writing of any claim alleged in respect of a breach described in Section 11.1(a). If Closing has occurred and subject to the limitations set forth in this ARTICLE XI, then upon notice to Seller of any claim of such a breach, Buyer shall have no liability (for indemnification allow, without prejudice to the validity of such alleged claim, Seller and its representatives to investigate the matter or otherwise) with respect circumstance alleged to claims under Sections 10.2(a), until the total of all Damages with respect give rise to such matters exceeds Fifty Thousand Dollars ($50,000)claim and whether and to what extent any amount is payable in respect of such claim and for such purpose, Buyer shall use its reasonable endeavours to take all such action and give all such information, documentation and assistance including reasonable access to premises and personnel, and then for the total amount of Damagesright to examine and copy or photograph assets, accounts, documents, books and records, invoices and receipts and to undertake such investigations or inquiries as Seller or its representatives may reasonably request.

Indemnification by Seller. (a) Subject to Section -------------------------- 11.01 hereof, Seller hereby agrees to shall indemnify and hold Purchaser Purchaser, its Affiliates and its directors, officers, their respective employees, Affiliates, stockholders, agents, attorneys, representatives, successors officers and permitted assigns directors (collectively, the “"Purchaser --------- Indemnified Parties”") harmless from and against against, and agrees to promptly defend ------------------- any Purchaser Indemnified Party from and reimburse any Purchaser Indemnified Party for, any and all Damages to the extent based upon Losses 42 which such Purchaser Indemnified Party may at any time suffer or resulting from incur, or incurred become subject to, as a result or in connection with: (i) the inaccuracy as of the date of this Agreement or the Closing Date of any breach of, or inaccuracy in, any representation or warranty representations and warranties made by Seller in or pursuant to this Agreement or in any document, schedule, instrument or certificate delivered hereunder or by Seller at the Closing in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy;accordance herewith; or (ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant failure by Seller; (iii) any Accounts Receivable set forth on Seller balance sheet as of the Closing Date which are not fully collected within one (1) year after the Closing Dateto carry out, net of any applicable reserve for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related to the Businessperform, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) satisfy and discharge any of subsections (iii)-(v) of its covenants, agreements, undertakings, liabilities or obligations under this Section 10.2, Seller’s obligations Agreement or under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not applydocuments and/or other instruments delivered by Seller pursuant to this Agreement. (b) The amounts for which Seller shall be liable under Section 10.02(a) shall be net of (i) any insurance payable to Purchaser shall take Indemnified Parties from their own insurance policies in connection with the facts giving rise to the right of indemnification and shall cause its Affiliates (ii) any Tax benefits received by or accruing to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise theretoPurchaser Indemnified Parties. (c) Notwithstanding any other provision to the contrary, Seller shall have no liability (for indemnification or otherwise) with respect not be required to claims under Sections 10.2(aindemnify and hold harmless any Purchaser Indemnified Party pursuant to Section 10.02(a), until the total of all Damages (i) unless Purchaser has asserted a claim with respect to such matters exceeds Fifty Thousand Dollars ($50,000)within the applicable survival period set forth in Section 11.01, and then for (ii) until the total aggregate amount of DamagesPurchaser Indemnified Parties' Losses exceeds an amount equal to 1% of the Purchase Price, after which Seller shall be obligated for all Losses of Purchaser Indemnified Parties in excess of such amount; provided, however, that the cumulative indemnification -------- ------- obligation of Seller under this Article X shall in no event exceed the Purchase Price. (d) For purposes of calculating the amount of Losses subject to indemnification pursuant to Sections 10.01 and 10.02, it is understood and agreed between the parties hereto that to determine if there has been an inaccuracy or breach of a representation or warranty which is qualified as to materiality by the party making such representation or warranty or contains an exception for matters that would not have a Material Adverse Effect, then such representation or warranty shall be read as if it were not so qualified or contained no such exception.

Indemnification by Seller. (a) Subject to Sub-Sections 10.1 and 10.6, Seller hereby agrees to indemnify fully indemnify, defend and hold harmless Purchaser and its Purchaser's Affiliates, and their respective directors, officers, employees, Affiliates, stockholders, agents, attorneysshareholders, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) harmless agents from and against any and all Damages actions, causes of actions, filings, settlements, judgments, investigations, proceedings, arbitrations, mediations, suits or other proceedings, losses, liabilities, claims, demands, obligations, damages, penalties, fines, costs and expenses (including reasonable attorneys', experts' and consultants' fees and expenses and investigation and litigation costs incurred in relation to the extent indemnified matter or in enforcing such indemnity) whether civil or criminal or based upon on negligence, trespass, intentional tort, strict liability, contribution, indemnification, common or resulting from decisional or incurred in connection withotherwise (collectively, "LOSSES") arising out of or by reason of: (ia) any facts, circumstances or events constituting an inaccuracy or a misrepresentation or breach of, or inaccuracy in, of any representation or warranty made by Seller in this Agreement or in any document, schedule, instrument or certificate document delivered hereunder or by Seller to Purchaser pursuant to the terms of this Agreement in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) any breach or violation of any Pre-connection with the Closing Covenant or Post-Closing Covenant by Seller; (iii) any Accounts Receivable set forth on Seller balance sheet as of the Closing Date which are not fully collected within one (1) year after transactions contemplated by this Agreement, regardless of whether the Closing Dateinaccuracy, net of any applicable reserve for returns misrepresentation or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation on breach was deliberate, reckless, negligent, innocent or before the Closing Date related to the Businessunintentional, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) except with respect to claims under Sections 10.2(a), until which Seller can demonstrate was Known to Purchaser at the total time of all Damages delivery at Closing (and Purchaser hereby agrees not to institute any action or make any claim with respect to such matters exceeds Fifty Thousand Dollars ($50,000Known matters). Nothing in this Paragraph 10.2(a) shall relieve Seller of its indemnification obligations with respect to the items mentioned in Paragraphs 10.2(b), and then for (c) and/or (d); (b) any facts, circumstances or events constituting a material breach or non-performance of any covenant (the total amount indemnity obligation set forth in Paragraph 10.2(c) below to be deemed to be a covenant of Damages.Seller without expiration) or agreement made to be performed by Seller in this Agreement or in any document delivered by Seller to Purchaser pursuant to the terms of this Agreement in connection with the Closing of the transactions contemplated by this Agreement, regardless of whether the breach or non-performance was deliberate, reckless, negligent, innocent or unintentional;

Indemnification by Seller. (a) Subject to Section 11.01 hereof, Seller hereby agrees to shall indemnify and hold Purchaser Purchaser, its Affiliates and its directors, officers, their respective employees, Affiliates, stockholders, agents, attorneys, representatives, successors officers and permitted assigns directors (collectively, the “"Purchaser Indemnified Parties”") harmless from and against against, and agrees to promptly defend any Purchaser Indemnified Party from and reimburse any Purchaser Indemnified Party for, any and all Damages to the extent based upon Losses which such Purchaser Indemnified Party may at any time suffer or resulting from incur, or incurred become subject to, as a result or in connection with: (i) the inaccuracy as of the date of this Agreement or the Closing Date of any breach of, or inaccuracy in, any representation or warranty representations and warranties made by Seller in or pursuant to this Agreement or in any document, schedule, instrument or certificate delivered hereunder or by Seller at the Closing in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy;accordance herewith; or (ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant failure by Seller; (iii) any Accounts Receivable set forth on Seller balance sheet as of the Closing Date which are not fully collected within one (1) year after the Closing Dateto carry out, net of any applicable reserve for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related to the Businessperform, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) satisfy and discharge any of subsections (iii)-(v) of its covenants, agreements, undertakings, liabilities or obligations under this Section 10.2, Seller’s obligations Agreement or under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not applydocuments and/or other instruments delivered by Seller pursuant to this Agreement. (b) The amounts for which Seller shall be liable under Section 10.02(a) shall be net of (i) any insurance payable to Purchaser shall take Indemnified Parties from their own insurance policies in connection with the facts giving rise to the right of indemnification and shall cause its Affiliates (ii) any Tax benefits received by or accruing to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise theretoPurchaser Indemnified Parties. (c) Notwithstanding any other provision to the contrary, Seller shall have no liability (for indemnification or otherwise) with respect not be required to claims under Sections 10.2(aindemnify and hold harmless any Purchaser Indemnified Party pursuant to Section 10.02(a), until the total of all Damages (i) unless Purchaser has asserted a claim with respect to such matters exceeds Fifty Thousand Dollars ($50,000)within the applicable survival period set forth in Section 11.01, and then for (ii) until the total aggregate amount of DamagesPurchaser Indemnified Parties' Losses exceeds an amount equal to 1% of the Purchase Price, after which Seller shall be obligated for all Losses of Purchaser Indemnified Parties in excess of such amount; provided, however, that the cumulative indemnification obligation of Seller under this Article X shall in no event exceed the Purchase Price. (d) For purposes of calculating the amount of Losses subject to indemnification pursuant to Sections 10.01 and 10.02, it is understood and agreed between the parties hereto that to determine if there has been an inaccuracy or breach of a representation or warranty which is qualified as to materiality by the party making such representation or warranty or contains an exception for matters that would not 42 have a Material Adverse Effect, then such representation or warranty shall be read as if it were not so qualified or contained no such exception.

Indemnification by Seller. (ai) Seller's General Indemnity. Seller hereby agrees to shall defend, release, indemnify and hold Purchaser and harmless the Buyer, its officers, directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, Affiliates, successors and permitted assigns to whom Buyer's right hereunder are allowed to be assigned pursuant to the terms of Section 11.3 (collectively, with the “Purchaser Indemnified Parties”Buyer and such persons being collectively referred to as the "Buyer Indemnitees") harmless from and against any and all Damages to the extent based upon or resulting from or incurred in connection with: (i) any breach Claims asserted against Buyer Indemnitees as a result of, caused by, arising out of, or inaccuracy in, in any representation way relating to (A) any misrepresentation or breach of warranty made by Seller expressed in this Agreement as of the Closing Date, (B) any nonfulfillment of any agreement or in covenant on the part of the Seller under this Agreement, (C) any documentLiability or obligation (other than those for which the Seller Indemnitees are being indemnified by the Buyer hereunder) that arises based on or relating to any action taken, scheduleomission by or inaction of any employee or agent (other than Buyer or its Affiliates and employees) of Seller prior to the Effective Date, instrument (D) subject to Section 6.4, any Liability or certificate delivered hereunder obligation that pertains to the ownership of the Assets or in operation of the Assets arising from any acts, omissions, events, conditions, or circumstances occurring prior to the Effective Date, and (E) subject to Section 6.4, any Liability or obligation arising with respect to performance before the Effective Date of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy;the Contracts, leases and other agreements of Seller. (ii) Seller's Environmental Indemnity. Seller shall defend, release, indemnify and hold harmless the Buyer Indemnities from and against any breach and all Environmental Claims asserted against the Buyer Indemnitees as a result or violation arising out of any Pre-Closing Covenant and all Environmental Defects attributable to acts, events, or Post-Closing Covenant by Seller; (iii) any Accounts Receivable set forth on Seller balance sheet as of the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related omissions occurring prior to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not applyEffective Date. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.

Indemnification by Seller. (a) From and after the Closing and subject to the provisions of Section 7.1 and this Section 7.2, Seller hereby agrees to indemnify shall indemnify, defend and hold Purchaser harmless the Buyer and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns each of the Buyer's Representatives (collectively, the “Purchaser "Buyer Indemnified Parties”") harmless from from, against and against any and all Damages to the extent based upon or resulting from or incurred in connection withrespect of: (i) any breach and all damages, losses, charges, Liabilities, claims, demands, actions, suits, proceedings, payments, judgments, settlements, and costs and expenses (including reasonable attorneys' fees and reasonable out-of-pocket disbursements) (collectively, "Losses") imposed on, sustained, incurred or suffered by, or asserted against, any of the Buyer Indemnified Parties, whether in respect of third-party claims, claims between the Parties, or otherwise arising out of or resulting from: (A) the breach or inaccuracy in, of any representation or warranty made by Seller in herein or any certificates delivered pursuant to this Agreement and any other Transaction Document; and (B) the breach of any covenant or in any document, schedule, instrument or certificate delivered hereunder or in respect of a claim agreement made based upon alleged facts that if true could constitute any such breach or inaccuracy;by Seller herein; and (ii) twenty percent (20%) of any royalty paid after the Signing Date to a Governmental Entity by GeoPark Colombia and/or GeoPark Cooperative or any of their successors in interest to the E&P Contract Controlled by GeoPark in connection with the Lxxxxx 34 Block with respect to the period commencing on December 18, 2012 and ending on the Signing Date. (b) Notwithstanding anything to the contrary contained herein, except with respect to claims based on actual fraud, gross negligence or willful misconduct in which case the limitations under this Section 7.2(b) shall not apply; (i) the indemnification provided in Section 7.2(a)(i)(A) shall be the sole and exclusive post-Closing remedy available to the Buyer Indemnified Parties, as against Seller, for any Losses arising out of or in connection with any breach or violation alleged breach or inaccuracy of any Prerepresentation or warranty contained herein; (ii) the indemnification provided in Section 7.2(a)(ii) shall be the sole and exclusive post-Closing Covenant or Post-Closing Covenant by remedy available to the Buyer Indemnified Parties, as against Seller; , for any Losses described therein, (iii) any Accounts Receivable set forth on the maximum aggregate amount of indemnifiable Losses arising out of or resulting from the causes enumerated in Section 7.2(a)(i) and (ii) that may be recovered from Seller balance sheet as of under this Agreement shall not exceed the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon. Indemnity Cap; and (iv) any Excluded Liability; and (v) any pending litigation on or before none of the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Buyer Indemnified Parties shall be entitled to assert any right to indemnification under both subsections (iSection 7.2(a)(i) or (ii) and any until the aggregate amount of subsections all Losses actually suffered by the Buyer Indemnified Persons exceed the Threshold (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) whereupon such Buyer Indemnified Party shall be controlling and entitled to claim indemnification for the limitations provided in Sections 10.1 shall not apply. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total amount of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000Losses regardless of the Threshold), and then for the total amount of Damages.

Indemnification by Seller. (a) Seller hereby agrees to indemnify and hold Purchaser and defend Purchaser, its officers, directors, officersshareholders, employees, Affiliates, stockholders, agents, attorneys, representatives, successors agents and permitted assigns each of its Affiliates (collectively, the “Purchaser Indemnified Parties”) against, and agrees to hold it and them harmless from and against from, any and all Damages Losses incurred or suffered by any of the Purchaser Indemnified Parties relating to or arising out of any of the extent based upon or resulting from or incurred in connection withfollowing: (ia) any breach of, or inaccuracy in, any representation or warranty made by Seller in pursuant to this Agreement or in any certificate, document, schedulewriting or instrument delivered by Seller pursuant to this Agreement; (b) any breach of or failure by Seller to perform any covenant or obligation of Seller set out in this Agreement; (c) any alleged, instrument contingent or certificate delivered hereunder absolute debt, claim, obligation or other liability of Seller other than the Assumed Liabilities; (d) any past, present or future claim by, on behalf of or with respect to, and any obligation or liability or loss relating to, current or former employees of Seller arising from or related to their employment with Seller prior to the Closing Date, including, without limitation, termination of their employment with Seller, any claim for unfair labor practices or any obligation with respect to any employee benefit plan; (e) any and all Taxes of Seller arising or relating to periods prior to Closing; or (f) any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Seller (or any Person acting on their behalf) in connection with the acquisition contemplated herein. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Seller to satisfy the Excluded Liabilities under Section 2.4, Seller shall have no indemnification obligation to Purchaser under this Section: (i) with respect to any claim of which Purchaser gives notice to Seller later than the twenty-four month anniversary of the Closing Date. With respect to indemnification under this Section for claims for the failure of Seller to satisfy the Excluded Liabilities, such indemnification obligations shall continue for a period of no more than three years following the Closing Date, (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Purchaser shall be entitled to first dollar indemnification. In no event shall Seller’s indemnification obligation under this Section exceed the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim made based upon alleged facts that if true could constitute for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such breach party with respect thereto, or inaccuracy; (ii) any breach or violation of after-tax proceeds received by such party from any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) third party, including but not limited to any Accounts Receivable set forth on Seller balance sheet as of the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereoninsurance carrier. (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.

Indemnification by Seller. (a) Seller hereby agrees to indemnify and hold defend Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns Affiliates (collectively, the “"Purchaser Indemnified Parties”") against, and agrees to hold them harmless from and against from, any and all Damages Losses incurred or suffered by any of the Purchaser Indemnified Parties relating to or arising out of any of the extent based upon or resulting from or incurred in connection withfollowing: (i) any breach of, of or inaccuracy in, in any representation or warranty made by Seller in pursuant to this Agreement or in any certificate, document, schedule, writing or instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracyby Seller pursuant to this Agreement; (ii) any breach of or violation failure by Seller to perform any covenant or obligation (including the covenants contained in Article I and Article V) of any Pre-Closing Covenant or Post-Closing Covenant by SellerSeller set out in this Agreement; (iii) any Accounts Receivable set forth on contingent or absolute debt, claim, obligation or other Liability of Seller balance sheet as of other than the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon.Assumed Liabilities; (iv) any Excluded Liability; andpast, present or future claim by, on behalf of or with respect to, and any obligation or Liability or loss relating to, current or former employees of Seller arising from or related to their employment with Seller, including termination of their employment with Seller, any claim for unfair labor practices or any obligation with respect to any Benefit Plan; (v) any pending litigation on and all Taxes of Seller (including any Taxes owed by Seller following any Restatement Actions), but excluding Taxes which are to be pro-rated hereunder and which Purchaser is required to pay; (vi) any brokerage or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilitiesfinders' fees or commissions or similar payments based upon any agreement or understanding made, or Subsidiaryalleged to have been made, by any Person with Seller (or any Person acting on its behalf) in connection with the Acquisition; In or (vii) any violation of the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not applyBulk Sales Laws. (b) The Purchaser Indemnified Parties shall take be entitled to indemnification under clauses (a)(i) and (a)(ii) of this Section 7.2 only after the aggregate amount of such Losses exceeds $50,000, at which point the Purchaser Indemnified Parties shall cause its Affiliates be entitled to take all reasonable steps recover the entire amount of such Losses from the first dollar (including the first $50,000). In no event will the limitation in the immediately preceding sentence apply to mitigate any Damages upon becoming aware the Purchaser Indemnified Parties' right to indemnity under clauses (a)(iii) through (a)(vii) of any event which would reasonably be expected to, or does, give rise theretothis Section 7.2. (c) Until eighteen (18) months after the Effective Date (the "Indemnity Period"), the Purchaser may make a claim against the Indemnity Escrow Amount for indemnification pursuant to this Section 7.2. Upon the expiration of the Indemnity Period, the Indemnity Escrow Amount (net of any prior distributions therefrom) shall be disbursed to Seller or its assigns in accordance with the Escrow Agreement; provided, however, any amount claimed by Purchaser pursuant to this Article VII shall not be disbursed pending resolution of the claim in accordance herewith. If Purchaser becomes aware of a claim that it intends to make against the Indemnity Escrow Amount, Purchaser shall give Seller prompt notice, in accordance with Section 11.2, of the claim, specifying the basis therefore ("Escrow Notice"). Seller shall have no fifteen (15) Business Days from the receipt of the Escrow Notice to dispute the claim or cure the condition for which such claim has been submitted. If Seller fails to cure the condition or dispute the claim within such fifteen-day period, the claim made by Purchaser against the Indemnity Escrow Amount shall conclusively be deemed a liability (for indemnification or otherwise) with respect of Seller and the amount of such claim may be deducted from the Indemnity Escrow Amount and distributed to claims under Sections 10.2(a), until the total Purchaser pursuant to the terms of all Damages with respect to the Escrow Agreement. If Seller disputes such matters exceeds Fifty Thousand Dollars ($50,000)claim within the ten-day period, and then for the total amount Seller and Purchaser are unable to reach a settlement of Damagessuch claim within fifteen (15) days, such dispute shall be resolved by proceedings in accordance with Article X hereof.

Indemnification by Seller. To the extent Purchaser or the Company does not receive reimbursement from the insurance policy referred to in Section 7.5 above, Sellers shall defend and indemnify Purchaser from any and all losses, liabilities, proceedings, claims, settlements, judgments, fines, assessments, damages and expenses (aincluding reasonable attorneys' fees and litigation expenses, whether arising out of a third party claim or relating to recovering indemnifiable damages from Company) Seller hereby agrees to indemnify and hold Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “"indemnifiable damages") that Purchaser Indemnified Parties”) harmless from and against any and all Damages to the extent based upon may suffer or resulting from incur in whole or incurred in connection with: part by reason of, or which may arise out of: (i) the inaccuracy of any breach of, of the representations of Company or inaccuracy in, any representation or warranty made by Seller each of the Sellers in this Agreement or subject to the time periods as set forth in any document, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; 8.1; (ii) the breach by Company or any breach or violation of the Sellers of any Pre-Closing Covenant of the covenants or Post-Closing Covenant by Seller; warranties herein subject to the time periods as set forth in 8.1; (iii) any Accounts Receivable set forth on Seller balance sheet as and all liabilities (including, without limitation, unasserted claims, whether known or unknown, matured or unmatured, absolute, contingent or otherwise) that are not reflected or are in excess of the Closing Date which are not fully collected within one (1) year amount reflected, in the Balance Sheet or notes thereto except those incurred since the date of the Balance Sheet in the ordinary course of business, consistent with past practice, in arms' length transactions with unrelated parties so long as Purchaser's claim under this clause is made in writing to Seller prior to 18 months after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon. Closing; and (iv) any Excluded Liability; and (v) any pending the litigation on or before the Closing Date related entitled Essex National Securities, Inc., Annuity Agency of New York, Inc., and The Bank of New York, v. Sergxx Xxxxxxx x/x/a Village Investments, North Shore Capital Management Corp., and North Ridge Securities Corp. to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any extent of subsections (iii)-(v) damages accrued through date of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not applyClosing. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.

Indemnification by Seller. (a) Seller hereby agrees to shall indemnify Purchaser and hold Purchaser Purchaser, Purchaser's subsidiaries and its other Affiliates and their respective officers, directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors employees and permitted assigns shareholders (collectively, the “"Indemnified Purchaser Indemnified Parties”") harmless against and in respect 50 59 (i) any misrepresentation by Seller or breach of a warranty made under Article III hereof, (ii) any breach of any covenant or agreement on the part of Seller set forth herein or in any of Seller's Additional Agreements, (iii) other than the Assumed Liabilities, any liabilities of the Seller or the Company, whether absolute, accrued, contingent or otherwise, disclosed or undisclosed, or any liabilities or obligations arising in any way from the conduct of the Business prior to the Closing, including, but not limited to, federal, state, local or foreign income, sales and use taxes, excise taxes, payroll taxes or transfer or other taxes relating to the period prior to Closing Date, (iv) any agreements, contracts, negotiations or other dealings by Seller with any person other than Purchaser concerning the sale of the Business, including brokers or potential purchasers, (v) any liabilities in connection with any litigation of Seller relating to events or transactions occurring prior to Closing, and (vi) any liability in connection with the Plans, (collectively, the "Damages"); provided that Seller shall not be required to indemnify an Indemnified Purchaser Party pursuant to Section 9.02(i) unless and until the total of all Damages due to misrepresentations by Seller or breaches of warranties made under Article III suffered by all Indemnified Purchaser Parties in respect of which Seller is obligated to provide indemnification exceeds One Hundred Thousand U.S. Dollars (US$100,000.00) (the "Basket Amount"), whereupon Seller shall be obligated to indemnify any Indemnified Purchaser Party from and against any and all such Damages to the extent based upon or resulting from or incurred in connection with: (i) any breach of, or inaccuracy in, any representation or warranty made by Seller in this Agreement or in any document, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) any Accounts Receivable set forth on Seller balance sheet as excess of the Closing Date which are Basket Amount. The Basket Amount shall not fully collected within one apply (1x) year after to breaches of the Closing Daterepresentation and warranties contained in Sections 3.01, net of any applicable reserve for returns or doubtful accounts reflected thereon. 51 60 3.02, 3.03, 3.04, 3.05 (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related except it shall apply to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (iiSections 3.05(ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise3.05(iii) with respect to claims rules or regulations) and 3.10 or (y) to any fraudulent misrepresentation of Seller contained in Article III hereof. Notwithstanding the foregoing, Seller's maximum aggregate liability under Sections 10.2(a), until this Section 9.02 shall not exceed $39,000,000 less the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damagesany adjustments to the Purchase Price made pursuant to Sections 1.03 or 1.04.

Indemnification by Seller. (a) Subject to the terms and conditions of this Article VI, from and after the Closing, Seller hereby agrees to shall indemnify and hold Purchaser Buyer and its Affiliates and their respective directors, officers, employees, Affiliatesstockholders and agents (the "Buyer Indemnified Parties") in respect of, stockholdersand hold the Buyer Indemnified Parties harmless against, agentsany and all debts, obligations and other liabilities, monetary damages, fines, fees, penalties, amounts paid in settlement, interest obligations, deficiencies, losses, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses, representativescosts of investigation and evaluation, successors experts and permitted assigns other reasonable costs, in each case whether incurred in defense of any third party claim indemnifiable hereunder or in successfully enforcing the provisions of this Agreement) (collectively, the “Purchaser "Damages") incurred or suffered by a Buyer Indemnified Parties”) harmless from and against any and all Damages to the extent based upon or resulting from or incurred in connection withParty: (a) resulting from, relating to or constituting (i) any misrepresentation or breach of, of warranty of Seller or inaccuracy in, any representation or warranty made by Seller Parents contained in this Agreement or in any document, schedule, instrument or the certificate of Seller delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) any Accounts Receivable set forth on Seller balance sheet as of at the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related pursuant to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (iSection 5.1(d) or (ii) and any failure to perform any covenant or agreement of subsections (iii)-(v) of Seller contained in this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply.Agreement; (b) Purchaser shall take and shall cause its Affiliates resulting from or relating to take all reasonable steps Excluded Assets or resulting from, relating to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.constituting Excluded Liabilities or Seller's failure to discharge the same; or (c) Seller shall have no liability resulting from the Xxxxxxx Litigation (as defined in Section 6.3(b)(i) below) to the extent of any Damages (as defined in Section 6.3(b)(i) below) resulting from infringement of the Patents in Suit (as defined in Section 6.3(b)(i) below) by any Table Products (as defined in Section 6.3(b)(i) below) manufactured, sold, offered for indemnification sale or otherwiseused on or prior to the last expiration date of the Patents in Suit and such Damages are attributable to either (i) with respect the period prior to claims under Sections 10.2(a)the Closing or (ii) the period from and after the Closing, until subject to the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damageslimitations set forth in Section 6.5 below.

Indemnification by Seller. (a) Seller hereby agrees to and shall indemnify and hold in full Purchaser and its Affiliates (and each of their officers, directors, officers, employees, Affiliates, stockholdersconsultants, agents, attorneyspartners, representatives, successors fiduciaries and permitted assigns shareholders) (collectively, the “"Purchaser Indemnified Parties”") and shall defend and hold the Purchaser Indemnified Parties harmless from and against any and all Damages Losses that the Purchaser Indemnified Parties suffer, sustain or become subject to the extent based upon as a result of, whether or resulting not involving a Third-Party Claim, arising, directly or indirectly, from or incurred in connection with: : (i) any misrepresentation in any of the representations or warranties or any breach of any of representations or warranties of Seller contained in this Agreement, (other than the representations contained in Section 2.13), or the other documents entered into by Seller or Royal Numico in connection with this Agreement, or in any certificate or document delivered by Seller or Royal Numico pursuant to this Agreement (other than the representations contained in Section 2.13), (ii) any breach of, or inaccuracy infailure to perform, any representation agreement or warranty made by covenant of Seller or Royal Numico contained in this Agreement or the other documents entered into by Seller or Royal Numico in any documentconnection with this Agreement (other than those contained in Articles 10 and 11), schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) all Losses payable by the Company in the Excluded Litigation to settle or discharge any Accounts Receivable set forth on Order in any such Excluded Litigation, together with any reasonable attorneys' fees and costs of litigation incurred by the Purchaser Indemnified Parties if Seller balance sheet as of the Closing Date which are not fully collected within one (1) year after the Closing Datefails to adequately defend them against any Excluded Litigation, net of any applicable reserve for returns or doubtful accounts reflected thereon. and (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(vmatters set forth in Section 9.01(a)(iv) of this Section 10.2the Disclosure Schedule (collectively, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply"Purchaser Losses"). (b) The indemnification obligations of Seller under Section 9.01(a)(i) and (ii) shall be limited as follows: (i) Seller shall not be required to indemnify the Purchaser Indemnified Parties thereunder unless and until the amount of Purchaser Losses for which the Purchaser Indemnified Parties are otherwise entitled to indemnification thereunder exceeds Three Million Dollars ($3,000,000) in the aggregate (the "Seller Basket"), whereupon the Purchaser Indemnified Parties shall take be entitled to indemnification for all Purchaser Losses in excess of the Seller Basket and up to the Seller Cap; provided, that the Seller Basket shall cause its Affiliates not apply to take all reasonable steps to mitigate any Damages upon becoming aware breaches of any event which would reasonably be expected to, the representations and warranties contained in Section 2.13 or does, give rise theretoPurchaser Losses described in Section 9.01(a)(iii) and (iv). (cii) Purchaser Losses shall be reduced by the aggregate amount of (A) any insurance proceeds actually recovered by the Purchaser Indemnified Parties under any Liability Policies provided by Seller shall have no liability (or Royal Numico for indemnification the benefit of the Company or otherwise) with respect to claims under Sections 10.2(a)any of the Subsidiaries, until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars Purchaser Losses and Purchaser hereby agrees to file appropriate claims in a timely manner and to take all other commercially reasonable actions, at Seller's request and expense, to recover such proceeds, ($50,000)B) the aggregate amount recovered under any indemnity agreement, contribution agreement or other Contract between Purchaser, Company or any Subsidiary, on the one hand, and then any third party, on the other hand (including without limitation under any insurance policy provided by a vendor or other third party wherein the Company or any Subsidiary is named as an additional insured; provided, however, that Seller and Royal Numico shall not make any claim against any of the policies set forth on Section 2.20 of the Disclosure Schedule (other than any such policy provided by Royal Numico or Seller and, for greater clarity, any vendor's or other third party's insurance policy) to cover any Losses that result from Excluded Litigation and the total Purchaser hereby agrees to file appropriate claims in a timely manner and to take all other commercially reasonable actions to recover such proceeds under such insurance policies provided by vendors and other third parties and to enforce such indemnity agreements, contribution agreements and Contracts, all at Seller's request and expense, and (C) the aggregate amount of Damagesany income tax benefit when and actually realized by the Purchaser Indemnified Parties with respect to such Purchaser Losses, as determined after taking into account the income tax detriment of any indemnification payment made or to be made in connection with such Purchaser Losses ("Purchaser Net Tax Effect"). As used herein, the amount of any "Purchaser Net Tax Effect" means the decrease in liability for Taxes of the Company or any Subsidiary resulting solely from Purchaser Losses and Seller's obligation to provide indemnification under this Section 9.01, determined by comparing (i) the liability of the Company or any Subsidiary, as the case may be, in respect of Taxes without taking into account Purchaser Losses and Seller's obligation to provide indemnification under this Section 9.01 with (ii) the liability of the Company or any Subsidiary, as the case may be, in respect of Taxes taking into account Purchaser Losses and Seller's obligation to provide indemnification under this Section 9.01. The amount of any Purchaser Net Tax Effect actually realized by Purchaser shall be paid by Purchaser to Seller 30 days after the filing of any Tax Return which shows that Purchaser has in fact actually realized such amount of Purchaser Net Tax Effect, which payment shall represent, notwithstanding any other provision of this Agreement, the sole means by which the Purchaser Losses shall be reduced by virtue of a Purchaser Net Tax Effect. If the amount of any Purchaser Net Tax Effect is subsequently successfully challenged, Seller shall promptly remit to Purchaser the amount of any Purchaser Net Tax Effect previously paid to Seller.

Indemnification by Seller. Subject to Section 8.1 (aGeneral Survival) and the other provisions of this Article, from and after the Closing Date, Seller hereby agrees to shall indemnify and hold harmless Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors Affiliates and permitted assigns Representatives (collectively, the “Purchaser Indemnified PartiesIndemnitees”) harmless ), from and against and in respect of any and all Damages to the extent based Losses resulting from, arising out of, relating to, or imposed upon or resulting from or incurred in connection withby any Purchaser Indemnitee by reason of: (i) any inaccuracy in or breach of, or inaccuracy in, of any representation or warranty made by of Seller contained in this Agreement Agreement, the Seller Disclosure Schedule or any other Transaction Document to which it is a party (it being understood that for the sole purpose of determining Losses (and not for purposes of determining whether or not there are any inaccuracies in or breaches of any documentrepresentation or warranty), schedule, instrument the representations and warranties shall not be deemed to be qualified by any references to materiality or certificate delivered hereunder Material Adverse Effect or in respect of a claim made based upon alleged facts that if true could constitute any such breach subsequent supplements or inaccuracyupdates to the Seller Disclosure Schedule); (ii) any breach or violation by Seller of any Pre-Closing Covenant covenant or Post-Closing Covenant by Selleragreement contained in this Agreement or any other Transaction Document to which it is a party; (iii) any Accounts Receivable set forth on Seller balance sheet as of the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon.and all Excluded Liabilities; (iv) any Loss attributable to Excluded Liability; andTaxes or Taxes required to be paid by Seller resulting from the Transactions, including the portion of any Transfer Taxes required to be paid by Seller pursuant to Section 1.7(c); (v) any pending litigation on Liabilities relating to or before arising from non-compliance by Seller or its Affiliates with bulk sales Legal Requirements; (vi) any Action commenced by any stockholder of Seller relating to this Agreement and the Closing Date related Transactions; and (vii) any costs and expenses of enforcement to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may recover Losses due to any Purchaser Indemnitee under this Article. No Purchaser Indemnitee shall be obligated to indemnify Purchaser Indemnified Parties precluded from seeking indemnification under both subsections (i) or (ii) and any of subsections (iii)-(v) the preceding subparagraphs of this Section 10.2, Sellersolely by virtue of such Purchaser Indemnitee’s obligations inability to seek indemnification under any other subparagraph of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not applythis Section. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.

Indemnification by Seller. (a) Subject to Section 10.4 hereof, from and after the Closing Date, Seller hereby agrees to shall indemnify and hold Purchaser harmless Parent and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors subsidiaries and permitted assigns their respective officers and directors (collectively, the “Purchaser "Indemnified Parties”) harmless "), on a Net After-Tax Basis, from and against any and all Damages to the extent based upon or Covered Losses suffered by such Indemnified Parties resulting from or incurred in connection with: arising out of (i) any inaccuracy in or breach ofof any of the representations or warranties of Seller when made, or inaccuracy inand, any representation or warranty made by Seller in this Agreement or in any document, schedule, instrument or certificate delivered hereunder or in respect except for representations and warranties that speak of a claim made based upon alleged facts that if specific date or time (which need only be true could constitute any and correct as of such breach or inaccuracy; date and time), on and as of the Closing Date, (ii) any breach or violation nonfulfillment of any Pre-Closing Covenant covenants or Post-Closing Covenant agreements made by Seller; any Seller Affiliate herein, (iii) any Accounts Receivable liability or obligation of the Companies or Subsidiaries arising from or relating to any business other than the business of the Companies, the Subsidiaries, Tomcan and TH Canada conducted under the TH Licenses, including without limitation all liabilities and obligations of the Companies and Subsidiaries, if any, under the Actions set forth on Seller balance sheet Schedule 10.2(a) hereto (collectively, "Retained Liabilities") and (iv) the failure by Lawvest or the Guarantor (as defined in the Bentley Trust Guarantee) to timely satisfy upon demand therefor its liabilities and obligations to Pepe USA pursuant to the indemnification provisions of the Closing Date which are Canada Purchase Agreement or the Bentley Trust Guarantee, as applicable ("Canadian Liabilities"). The indemnity by Seller under this Section 10.2 shall not fully collected within one (1) year after affect or limit the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereonindemnification provided by Seller under Section 7.6. (ivb) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser The Indemnified Parties under both subsections shall not be entitled to assert any indemnification pursuant to clause (i) or (ii) (in the case of covenants and any of subsections (iii)-(vagreements which by their terms do not contemplate performance after the Closing Date) of this Section 10.210.2(a): (i) after the Expiration Date, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a)inaccuracies in or breaches of the representations and warranties by Seller contained in Article VII, until (ii) after the total third anniversary of all Damages the Closing Date, with respect to such matters exceeds Fifty Thousand Dollars covenant breaches or inaccuracies in or breaches of the representations and warranties by Seller contained in Section 3.14 or ($50,000iii) after September 30, 1999, with respect to all other inaccuracies in or breaches of the representations and warranties by Seller contained in any other Section hereof (other than Sections 3.1(e) and 3.2(a), and then which shall have no such limitation) or any breach or nonfulfillment of any covenants or agreements made by Seller herein which by their terms were required to be performed prior to the Closing Date; provided that if on or prior to such Expiration Date, third anniversary of the Closing Date or September 30, 1999, as the case may be, a Notice of Claim shall have been given to Seller pursuant to Section 10.3 hereof for such indemnification, the total amount of DamagesIndemnified Parties shall continue to have the right to be indemnified on a Net After-Tax Basis with respect to such indemnification claim until such claim for indemnification has been satisfied or otherwise resolved as provided in this Article X. Section 10.3.

Indemnification by Seller. (a) The Seller hereby agrees to shall indemnify and hold Purchaser harmless the Purchaser, the Companies, and its their respective directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors attorneys and permitted assigns shareholders (excluding the Seller and his affiliates) (collectively, the “Purchaser Indemnified PartiesGroup”) harmless from and against in respect of any and all Damages to Claims incurred by the extent based upon or resulting from or incurred Purchaser Group, in connection withwith each and all of the following: (ia) any Any breach of, or inaccuracy in, of any representation or warranty made by the Seller in this Agreement as of the date of this Agreement or in any document, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) any Accounts Receivable set forth on Seller balance sheet as of the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (vb) The breach of any pending litigation on covenant, agreement or before obligation of the Closing Date related to Seller contained in this Agreement or any other instrument delivered at the BusinessClosing, including, the Purchased Assets, agreement and covenants of the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) set forth in Section 5.8 of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise theretoAgreement. (c) Seller shall have no Any liability (for indemnification including any Tax liability) incurred in connection with the failure to administer any Company Plans in accordance with applicable Law prior to or on the Closing Date, and any liability arising in connection with the Company Plan described on Schedule 10.1(c) (including, but not limited to, any liability or Claim arising in connection with the termination thereof pursuant to Section 7.9(f) or otherwise, including the Termination Obligation). (d) Any liability arising in connection with respect the Pre-Closing Restructuring (including but not limited to claims any liability arising from a failure to obtain any required Consent and any Tax liability). (e) Any liability arising from the failure of the Companies to hold or obtain following Closing any License required under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then applicable Law for the total amount Companies to conduct following the Closing the business conducted by the Heath Group Entities prior to Closing; provided that, without limiting any other rights under this Section 10.1, this specific indemnity under 10.1(e) shall no longer apply in respect of Damagesan individual License following the first issuance of such License following Closing. (f) Any Pre-Closing Operational Liability. (g) Any Operating Cash Shortfall. (h) Any liabilities of JLH.

Indemnification by Seller. (a) Subject to Section 10.01 hereof, Seller hereby agrees to shall indemnify and hold Purchaser Purchaser, its Affiliates and its directors, officers, their respective employees, Affiliates, stockholders, agents, attorneys, representatives, successors officers and permitted assigns directors (collectively, the “"Purchaser Indemnified Parties”") harmless from and against against, and agrees to promptly 24 30 defend any Purchaser Indemnified Party from and reimburse any Purchaser Indemnified Party for, any and all Damages to the extent based upon Losses which such Purchaser Indemnified Party may at any time suffer or resulting from incur, or incurred become subject to, as a result or in connection with: (i) the inaccuracy as of the date of this Agreement or the Closing Date of any breach of, or inaccuracy in, any representation or warranty representations and warranties made by Seller in or pursuant to this Agreement or in any document, schedule, instrument or certificate delivered hereunder or by Seller at the Closing in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracyaccordance herewith; (ii) any breach failure by Seller to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or violation obligations under this Agreement or under any of any Pre-Closing Covenant or Post-Closing Covenant the documents and/or other instruments delivered by SellerSeller pursuant to this Agreement; (iii) any Accounts Receivable set forth liabilities not expressly assumed by Purchaser pursuant to Section 2.02(b) hereof, or (iv) events or circumstances occurring on Seller balance sheet as of the Closing Date which are not fully collected within one (1) year after or prior to the Closing Date, net arising out of, relating to or resulting from the business of any applicable reserve for returns Seller, or doubtful accounts reflected thereon. (iv) any Excluded Liabilityrelating to or resulting from the Assets or the business or operations of the Station prior to the Closing Date; andor (v) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Any Losses incurred by a Purchaser Indemnified Parties under both subsections (i) or (ii) Party arising from Seller's election to effect the acquisition and any disposition of subsections (iii)-(v) of this the Assets as a like-kind-exchange in accordance with Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply10.05 hereof. (b) Notwithstanding any other provision to the contrary, Seller shall not be required to indemnify and hold harmless any Purchaser Indemnified Party pursuant to Section 9.02(a) (x) unless Purchaser has asserted a claim with respect to such matters within the applicable survival period set forth in Section 10.01, and (y) until the aggregate amount of Purchaser Indemnified Parties' Losses exceeds an amount equal to Three Hundred Five Thousand Dollars ($305,000) after which Seller shall take and be obligated for all Losses of Purchaser Indemnified Parties in excess of such amount; provided, however, that the cumulative indemnification obligation of Seller under this Article X shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any in no event which would reasonably be expected to, or does, give rise theretoexceed Twelve Million Dollars ($12,000,000). (c) For purposes of calculating the amount of Losses subject to indemnification pursuant to Sections 9.01 and 9.02, it is understood and agreed between the parties hereto that to determine if there has been an inaccuracy or breach of a representation or warranty (i) which is qualified as to materiality by the party making such representation or warranty or contains an exception for matters that would not have a Material Adverse Effect, then such representation or warranty shall be read as if it were not so qualified or contained no such exception, or (ii) which is qualified as to knowledge by the Seller shall have no liability (for indemnification except those representations and warranties made (x) in Sections 3.05, 3.07 and 3.15 as to threatened litigation or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000)proceedings, and then for the total amount of Damages(y) those made in Section 3.16) shall be read as if it were not so qualified.

Indemnification by Seller. (a) Subject to the terms and conditions contained in this Article VI, from and after the Closing Date, Seller hereby agrees to will indemnify and hold Purchaser defend Buyer, its Affiliates and its their current and former officers, directors, officersmanagers, employeesparents, Affiliatesgeneral partners, stockholdersmanagement companies, agentsshareholders, partners, members, associates, predecessors, successors, legal representatives, attorneys, representativespermitted assigns, successors agents and permitted assigns employees (collectively, the “Purchaser Buyer Indemnified Parties”) against, and will hold them harmless from and from, any Covered Losses imposed on, incurred, asserted against or suffered by any and all Damages such Buyer Indemnified Party, arising out of, related to the extent based upon or resulting from or incurred in connection with: (i) any breach ofbreach, nonfulfillment or inaccuracy inviolation of any covenant or agreement or obligation of Seller under this Agreement, (ii) the failure to be true and correct as of the date of this Agreement, and as of the Closing (as if made anew at and as of the Closing), of any representation or warranty made by Seller in this Agreement Agreement, or in any document, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) any Accounts Receivable set forth on and all liabilities retained by Seller balance sheet or any of its Affiliates as acknowledged in the Assumption Agreement (except for Covered Losses arising out of, related to or resulting from Xxxxx’x status as, or actions or inactions taken or not taken as, a member of the Closing Date which are not fully collected within one (1) year after the Closing Date, net board of any applicable reserve for returns directors of Parent or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any board of subsections (iii)-(v) managers of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply). (b) Purchaser shall take The Buyer Indemnified Parties will not be entitled to assert any indemnification pursuant to Section 6.2(a)(ii) after the expiration of the applicable survival period, if any, with respect to misrepresentations of or inaccuracies in the representations and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware warranties of any event which would reasonably be expected to, or does, give rise theretoSeller referenced in Section 6.1. (c) Any payment pursuant to a claim for indemnification under Section 6.2(a) shall be made within 15 days following receipt by Seller from a Buyer Indemnified Party of a written demand for indemnification in respect of Covered Losses, together with reasonable back-up documentation, unless Seller in good faith disputes in whole or in part the demand for reimbursement in which event Seller shall so notify the Buyer Indemnified Party and, following any Final Determination of such disputed claim, shall make payment to Buyer within five Business Days thereof. A “Final Determination” is deemed to have no liability occurred for purposes of this Article VI when (for indemnification i) the applicable Buyer Indemnified Parties and Seller or otherwisethe applicable Seller Indemnified Parties and Buyer have reached an agreement in writing, (ii) a court of competent jurisdiction shall have entered into a final order or judgment, or (iii) an arbitration or similar panel of competent jurisdiction shall have rendered a final determination with respect to claims under Sections 10.2(a), until disputes the total of all Damages with respect applicable Buyer Indemnified Parties and Seller or the applicable Seller Indemnified Parties and Buyer have agreed to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damagessubmit thereto.

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII and only to the extent limited or qualified below, from and after the consummation of the Closing, Seller shall indemnify and hold harmless Buyer and its Affiliates and its or their respective Representatives for, from, and against all Losses based upon, arising out of, asserted against, resulting from, imposed on, in connection with or otherwise in respect of: (a) Seller hereby agrees to indemnify and hold Purchaser and its directorsany inaccuracy or breach, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, as of the “Purchaser Indemnified Parties”) harmless from and against any and all Damages to the extent based upon or resulting from or incurred in connection with: (i) any breach of, or inaccuracy in, any representation or warranty made by Seller in date of this Agreement or as of the Closing Date, of any of the representations or warranties of Seller contained in or made pursuant to this Agreement, or in any document, schedule, certificate or instrument or certificate delivered hereunder or by Seller at the Closing in respect connection therewith (for purposes of a claim made based upon alleged facts that determining if true could constitute there is any such inaccuracy or breach and for purposes of calculating any Losses arising from such inaccuracy or inaccuracybreach, such representation and warranty shall be read as if it were not qualified by any concept of “material,” “materiality,” “Material Adverse Effect” or another similar qualification); (iib) any breach or violation non-fulfillment of any Pre-Closing Covenant covenant, agreement or Post-Closing Covenant obligation to be performed by SellerSeller pursuant to this Agreement; (c) the cost of all materials related to the fulfillment by Buyer of the warranty and customer support obligations of the Business, but only to the extent that, and by the amount by which, the aggregate cost of such materials used in support of such obligations exceeds $25,000; (d) the payment of severance obligations under the New Employment Agreements, subject to the following: (i) the indemnification by Seller shall not exceed 50% of the amounts paid by Buyer in connection with the severance obligation under Sections 5(b) or 5(c) of the New Employment Agreements relating solely to payments in respect of salary the applicable executive would have received under the New Employment Agreement from the date of such executive’s termination under the New Employment Agreement through March 31, 2015 (for the avoidance of doubt, this shall exclude any severance obligations that are payments in respect of salary the applicable executive would have received under the New Employment Agreements had he or she been employed by the Buyer from April 1, 2015 to August 31, 2015); (ii) the employment of the applicable executive is terminated pursuant to Section 5(b) or 5(c) of the New Employment Agreement prior to April 1, 2015, and (iii) the payment of severance obligations do not arise as a result of Buyer requiring (without prior consent) the applicable executive to be located at any Accounts Receivable set forth on Seller balance sheet office or location that is a material distance from the executive’s place of employment as of the Closing Date which are not fully collected within one (1) year after the Closing Date, net which amounts may, at the option of any applicable reserve for returns or doubtful accounts reflected thereon.Buyer, be deducted from the Earn-Out Payments; (ive) the failure to comply with any provision of applicable bulk sales or similar Laws in connection with the transactions contemplated hereby; (f) the Excluded LiabilityLiabilities; and (vg) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(vmatter listed in Section 8.02(g) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not applyDisclosure Schedules. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.

Indemnification by Seller. (a) Subject to the other terms and conditions of this ARTICLE VIII and elsewhere in this Agreement, Seller hereby agrees to shall indemnify and hold Purchaser defend each of Buyer and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors Affiliates and permitted assigns their respective Representatives (collectively, the “Purchaser Indemnified PartiesBuyer Indemnitees”) against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all Damages Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to the extent based upon or resulting from or incurred in connection withby reason of: (ia) any inaccuracy in or breach ofof any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents or inaccuracy inin any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, any as of the date such representation or warranty was made by Seller in this Agreement or in any document, schedule, instrument as if such representation or certificate delivered hereunder or in respect of a claim warranty was made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) any Accounts Receivable set forth on Seller balance sheet 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 are not fully collected within one will be determined with reference to such specified date); (1b) year after any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising prior to the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation existing or arising on or before the Closing Date related to the Business, extent such Third Party Claim arises from Seller’s improper action or inaction with respect to Buyer’s purchase of the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.

Indemnification by Seller. (a) Seller hereby agrees to defend indemnify and hold Purchaser harmless Buyer and its Affiliates and the directors, officersofficers and employees of Buyer and their Affiliates (each a “Buyer Indemnified Party”), employeesfrom, Affiliates, stockholders, agents, attorneys, representatives, successors against and permitted assigns (collectively, in respect of the “Purchaser Indemnified Parties”) harmless from and against any and all Damages to the extent based upon or resulting from or incurred in connection withfollowing: (i) any breach of, and all Losses suffered or inaccuracy in, incurred by any Buyer Indemnified Party by reason of any breached or untrue representation or warranty made by of Seller contained in Article VI of this Agreement or in any document, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracyAgreement; (ii) any breach and all Losses suffered or violation incurred by any Buyer Indemnified Party by reason of the nonfulfillment of any Pre-Closing Covenant covenant or Post-Closing Covenant agreement by Seller;Seller contained in this Agreement; and (iii) any Accounts Receivable set forth on Seller balance sheet as of the Closing Date which are not fully collected provided Buyer makes a claim within one fifteen (115) year after months from the Closing Date, net any and all Losses suffered or incurred by any Buyer Indemnified Party by reason of any applicable reserve for returns activities, liabilities or doubtful accounts reflected thereon. obligations of the Corporation arising prior to the Closing other than with respect to (ivA) any Excluded Liability; and liabilities of the Corporation included in Closing Date Working Capital and (vB) any pending litigation liabilities arising solely as a result of express product warranty obligations related to products sold, leased or rented on or before the Closing Date related prior to the BusinessClosing. Notwithstanding anything to the contrary contained in this Agreement, the Purchased except for a claim under Section 9.1(b)(i) relating to a breach in respect of Section 4.4 (Title to Shares and Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any claim arising from fraud on the part of subsections Seller, Seller shall (iii)-(va) have no liability under Sections 9.1(b)(i), or (b)(iii) until the Losses suffered or incurred with respect thereto exceed, in the aggregate, the Threshold Amount, in which case Seller shall indemnify the Buyer Indemnified Party for all such Losses beginning with the first dollar thereof, and (b) have no liability under Sections 9.1(b)(i), or (b)(iii) in an amount in excess of the Indemnity Cap. Indemnification by the Seller pursuant to this Section 10.2, Seller’s obligations under any of subsections (iii)-(v9.1(b) shall be controlling limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds (net of retrospective premium payment or prospective premium increases) and the limitations provided in Sections 10.1 any indemnity, contribution or other similar payment actually received by Buyer Indemnified Parties from any third party with respect thereto. Seller shall not apply. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate have any Damages upon becoming aware liability under any provision of this Agreement or otherwise for any event which would reasonably be expected toindirect, consequential or does, give rise thereto. (c) Seller shall have no punitive damages. Any liability (for indemnification or otherwiseunder this Section 9.1(b) with respect to claims under Sections 10.2(a), until shall be determined without duplication of recovery by reason of the total state of all Damages with respect facts giving rise to such matters exceeds Fifty Thousand Dollars ($50,000)liability constituting a breach of more than one representation, and then for the total amount of Damageswarranty, covenant or agreement.

Indemnification by Seller. (a) Subject to Section 10.4 hereof, from and after the Closing Date, Seller hereby agrees to shall indemnify and hold Purchaser harmless Parent and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors subsidiaries and permitted assigns their respective officers and directors (collectively, the “Purchaser Indemnified Parties”) harmless "INDEMNIFIED PARTIES"), on a Net After-Tax Basis, from and against any and all Damages to the extent based upon or Covered Losses suffered by such Indemnified Parties resulting from or incurred in connection with: arising out of (i) any inaccuracy in or breach ofof any of the representations or warranties of Seller when made, or inaccuracy inand, any representation or warranty made by Seller in this Agreement or in any document, schedule, instrument or certificate delivered hereunder or in respect except for representations and warranties that speak as of a claim made based upon alleged facts that if specific date or time (which need only be true could constitute any and correct as of such breach or inaccuracy; date and time), on and as of the Closing Date, (ii) any breach or violation nonfulfillment of any Pre-Closing Covenant covenants or Post-Closing Covenant agreements made by Seller; Seller herein, and (iii) any Accounts Receivable set forth on Seller balance sheet as liability or obligation of the Closing Date Company or any of the Subsidiaries arising from or relating to any business other than (x) the business of the Company and the Subsidiaries conducted under the European License or (y) the business assumed by the Company or the Subsidiaries pursuant to the transactions contemplated by the Agreement, dated November 23, 2000, between USC Group Plc and TH Europe (collectively, "RETAINED LIABILITIES"). The indemnity by Seller under this Section 10.2 shall not affect or limit the indemnification provided by Seller under Section 7.6; it being understood and agreed that the Indemnified Parties shall not be entitled to indemnification under this Article X for any Covered Losses for which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon.indemnification is provided under Section 7.6 if such indemnification would be available under both Section 7.6 and this Article X. (ivb) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser The Indemnified Parties under both subsections shall not be entitled to assert any indemnification pursuant to clause (i) or (ii) (in the case of covenants and any of subsections (iii)-(vagreements which by their terms do not contemplate performance after the Closing Date) of this Section 10.210.2(a): (i) after the Expiration Date, Seller’s obligations under with respect to inaccuracies in or breaches of the representations and warranties by Seller contained in Section 3.15 and Article VII, (ii) after the third anniversary of the Closing Date, with respect to inaccuracies in or breaches of the representations and warranties by Seller contained in Section 3.14 or (iii) after December 31, 2002, with respect to all other inaccuracies in or breaches of the representations and warranties by Seller contained in any of subsections other Section hereof (iii)-(vother than Sections 3.1(e) shall be controlling and the limitations provided in Sections 10.1 shall not apply. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event 3.2(a), which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (such limitation) or any breach or nonfulfillment of any covenants or agreements made by Seller herein which by their terms were required to be performed prior to the Closing Date; provided that if on or prior to such Expiration Date, third anniversary of the Closing Date or December 31, 2002, as the case may be, a Notice of Claim shall have been given to Seller pursuant to Section 10.3 hereof for indemnification or otherwise) with respect such indemnification, the Indemnified Parties shall continue to claims under Sections 10.2(a), until have the total of all Damages right to be indemnified on a Net After-Tax Basis with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then indemnification claim until such claim for the total amount of Damages.indemnification has been satisfied or otherwise resolved as provided in this Article X.

Indemnification by Seller. (a) For the time periods and subject to the limitations and conditions set forth in this Article VIII, from and after the Closing, Seller hereby agrees to shall indemnify and hold harmless and defend Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns and each of their respective Affiliates, officers, directors and employees (individually, a “Purchaser Indemnified Party” and, collectively, the “Purchaser Indemnified Parties”) harmless from and against any and all Damages to the extent based upon or resulting from Losses that are sustained or incurred in connection withby any of the Purchaser Indemnified Parties and directly arise from, relate to, or result from any of the following: (i) any breach of, of any of Seller’s representations or inaccuracy in, any representation or warranty made by Seller warranties contained in this Agreement or in any document, schedule, instrument or certificate delivered hereunder or in respect pursuant hereto (it being agreed and acknowledged by the parties that for purposes of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracythe right to indemnification pursuant to this clause the qualifications relating to Material Adverse Effect shall be disregarded); (ii) any breach of, or violation failure by, Seller to perform any of any Pre-Closing Covenant its covenants, agreements or Post-Closing Covenant by Seller;other obligations contained in this Agreement; or (iii) any Accounts Receivable set forth on Seller balance sheet Taxes (other than Transfer Taxes) of the Company for Pre-Closing Tax Periods, any taxes of any other Person for Pre-Closing Tax Periods for which the Company is liable by operation of law, including under Treasury Regulations Section 1.1502-6 or any comparable state, local or foreign Tax provision, any payments by the Company for tax benefits arising out of the transactions described in Note J to the 2006 Company Audited Financial Statements, and any Taxes for which the Company is liable as a result of any agreement or understanding entered into prior to the Closing Date which are providing for the allocation, indemnification, payment or sharing of Taxes, other than Tax allocation, indemnification, payment or sharing provisions in commercial agreements that do not fully collected within one relate primarily to Tax matters (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon.such as leases); (iv) any Excluded Liability; andIndebtedness existing prior to the Closing that is not fully extinguished prior to or as of the Closing; (v) any pending litigation Company Transaction Expenses paid by the Company or Purchaser subsequent to the Closing; “Company Transaction Expenses” means the costs and expenses (including legal, accounting, investment banking, advisory and other fees and expenses) of the Company incurred but not paid prior to the close of business on or before the Closing Date related to in connection with the Businessprocess of selling the Company, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) including with respect to claims under Sections 10.2(a), until this Agreement and the total of all Damages transactions contemplated hereby and including employee bonuses or similar payments made or triggered in connection with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.transactions contemplated hereby;

Indemnification by Seller. Subject to the provisions of Section 8.4 and during the Survival Period (a) as defined in Section 11.1), Seller hereby agrees to indemnify shall indemnify, defend and hold harmless Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors agents and permitted assigns (collectively, the “Purchaser Indemnified Parties”) harmless subsidiaries from and against any and all Damages to losses, costs, liabilities, damages and expenses, including, without limitation, legal fees and other expenses incurred in the extent based upon or investigation and defense of claims and actions (collectively hereafter "Damages") resulting from or incurred in connection with: arising out of (ia) any inaccuracy in or breach ofof any representation, warranty, covenant or inaccuracy in, any representation or warranty made by agreement of Seller contained in this Agreement or in any documentSchedule, scheduleExhibit, instrument or certificate other document delivered hereunder by Seller pursuant to or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) any Accounts Receivable set forth on Seller balance sheet as of the Closing Date which are not fully collected within one (1) year after the Closing Dateconnection with this Agreement, net of any applicable reserve for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply. (b) Purchaser shall take any repurchase or indemnification claim asserted by Enterprises National Bank of Palm Beach or its successor or assignees ("Enterprises") pursuant to a Loan Purchase Agreement between Enterprise and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware the Company dated as of any event which would reasonably be expected toNovember 28, or does1997, give rise thereto. and (c) any repurchase or indemnification claim asserted by Transouth Financial Corporation or its successors or assigns ("Transouth") pursuant to a Purchase Agreement dated May 30, 1997 between Transouth and the Company. The indemnification by Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a)any claim by Enterprises is conditioned upon Seller being, until and Purchaser and the total of all Damages Company hereby agrees that Seller shall be, fully subrogated to the Company with respect to the Company's rights under the indemnification letter agreement dated December 4, 1997 from Waxxxx Xxxxxx xnd Clxxxxxx Xxxxx xith respect to certain of the Company's obligations to Enterprise and that Seller shall be entitled to pursue such matters exceeds Fifty Thousand Dollars ($50,000), and then rights in the name of the Company for the total amount of DamagesSeller's benefit.

Indemnification by Seller. (a) After the Closing and subject to the terms and conditions of this Article 6, Seller hereby agrees to shall indemnify and hold Purchaser harmless Buyer, its successors and assigns and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns Representatives (collectively, the “Purchaser Buyer Indemnified Parties”) harmless ), for all Losses, directly or indirectly, relating to or arising from and against any and all Damages to the extent based upon or resulting from or incurred in connection with: (iwithout duplication): (a) any breach ofor inaccuracy, or inaccuracy inany allegation of any third party that, if true, would be a breach, of any representation or warranty made by Seller in this Agreement Agreement; (b) any breach of any covenant or agreement of Seller in this Agreement; (c) the Retained Liabilities; (d) the conduct of Seller’s business (including the Business) on or prior to the Closing Date; (e) the Excluded Assets (including but not limited to Crosscutting Concepts, LLC and the business and operations thereof); (f) any documentLiabilities relating to the production of DNA material under the Assumed Contracts; provided, schedulethat (i) the DNA material is produced at the facility in Huntington, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; West Virginia, (ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller; Gxxxx has oversight over the production operations, and (iii) any Accounts Receivable set forth on Seller balance sheet as Buyer’s actions in procuring raw material do not delay the production of the Closing Date which DNA material under such contracts or orders; (g) any Liabilities or responsibilities described in Section 5.1; and (h) any claim by or Liability to any director, office or shareholder of Seller in his, her or its capacity as such. Seller shall not be liable for that part of any Losses that are not fully collected within one (1) year after the Closing Dateactually paid under any policy of insurance, but net of any applicable reserve for returns deductibles, co-payments, related premium increases or doubtful accounts reflected thereon. other payment obligations (ivincluding reasonable attorneys’ fees and other costs of collection) that relate to or arise from the making of the claim under any Excluded Liability; and (v) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser such policy. The Buyer Indemnified Parties under both subsections (i) or (ii) shall use commercially reasonable efforts to pursue and collect on any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations recovery available under any insurance policy available to them; provided, however, that such efforts shall not, under any circumstances, require the Buyer Indemnified Parties to incur any out-of-pocket expenses or initiate legal proceedings or any other proceedings that would require the engagement of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not applya third party. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.

Indemnification by Seller. Seller shall defend and indemnify Purchaser from any and all losses, liabilities, proceedings, claims, settlements, judgments, fines, assessments, damages and expenses (a) Seller hereby agrees including reasonable attorneys' fees and litigation expenses, whether arising out of a third party claim or relating to indemnify and hold Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns recovering indemnifiable damages from Company (collectively, the “"Indemnifiable Damages") that Purchaser Indemnified Parties”) harmless from and against any and all Damages to the extent based upon may suffer or resulting from incur in whole or incurred in connection with: part by reason of, or which may arise out of: (i) the inaccuracy of any breach of, of the representations or inaccuracy in, any representation warranties of the Company or warranty made by of the Seller in this Agreement or agreement subject to the time periods as set forth in any document, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; 8.1; (ii) any the breach by Company or violation of the Seller of any Pre-Closing Covenant of the representations, covenants, warranties or Post-Closing Covenant by Seller; obligations herein subject to the time periods as set forth in 8.1; (iii) any Accounts Receivable set forth on Seller balance sheet as and all liabilities (including, without limitation, unasserted claims, whether known or unknown, matured or unmatured, absolute, contingent or otherwise) that are not reflected or are in excess of the Closing Date which are not fully collected within one (1) year amount reflected, in the Balance Sheet or notes thereto except those incurred since the date of the Balance Sheet in the ordinary course of business, consistent with past practice, in arms' length transactions with unrelated parties so long as Purchaser's claim under this clause is made in writing to Seller prior to 36 months after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon. Closing; and (iv) any Excluded Liability; and (v) fine or claim concerning the calculation of the net capital of North Ridge Securities Corp. prior to the Closing Date. However, the Seller's indemnification shall not extend to any pending litigation on action or before inaction by Purchaser or by any person who was supervised by Purchaser, either prior to or after the Closing Date related (the "Indemnification Exclusion"). The Indemnification Exclusion shall not apply to the Business, the Purchased Assets, the Assumed Liabilitiesany actions performed or taken by Seller or Prime, or Subsidiary; In the event that to any actions which were required to be taken by Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) Prime and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not applywhich were not. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.

Indemnification by Seller. If the Closing occurs, Seller agrees, for a period of one (a1) Seller hereby agrees year, two (2) years in the case of the special warranty of title described in Section 6.4(a), below, after the Effective Time, to indemnify release, indemnify, defend and hold harmless Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) harmless from and against any and all Damages suits, judgments, damages, claims, liabilities, losses, costs and expenses (including, without limitation, court costs and reasonable attorneys’ fees) (a) that are attributable to use, ownership or operation of the Assets attributable to periods of time prior to the extent based upon Effective Time (other than relating to the obligation to properly plug and abandon xxxxx located on the Leases) regardless of whether Purchaser was wholly or resulting partially negligent or otherwise at fault, or (b) that arise out of any breach by Seller of any covenant, agreement, representation, or warranty, hereunder, including the special warranty of title contained in the conveyances to be delivered at closing, (c) that are attributable to claims by third parties for damages caused by or arising out of the escape of salt water prior to the Closing Date from the lands described on Schedule G, attached hereto, (the “Schedule G Lands”) or incurred that are attributable to claims by the following former surface owners of said lands, Xxxxxx Xxxxxx X’Xxxxxx, Xxxxx X’Xxxxxx, and Xxxxx Xxxxxxx X’Xxxxxx; provided, however, that such indemnity, defense and hold harmless obligations shall not apply to (A) any amount that was taken into account as an adjustment to the Purchase Price pursuant to the provisions hereof, (B) any liability of Purchaser to Seller under the provisions of this Agreement, and (C) any amount in connection with: excess of twenty-five percent (25%) of the Purchase Price; and provided further, that if Purchaser (i) any breach ofprovides Seller with a plan (the “Mitigation Plan”) for mitigating the flow of water off of the Schedule G Lands by installing a water recovery system (the “Mitigation System”), or inaccuracy in, any representation or warranty made by Seller in this Agreement or in any document, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) any breach implements the Mitigation Plan on or violation before March 31, 2010 (provided, however, that such date will be extended in the event of any Prea force majeure or other delay caused by a third-Closing Covenant party or Post-Closing Covenant by Seller; governmental authority), (iii) any Accounts Receivable set forth on maintains the Mitigation System as a prudent operator would, (iv) provides Seller balance sheet with the opportunity to inspect the Mitigation System twice per year, once the Mitigation System is installed, (v) upon request (but no more frequently than once per year) provides the Seller with an annual report describing the amount of water that has been collected by the Mitigation System, and estimating the volume of water, if any, that has not been collected by the Mitigation System, and (vi) has not caused the release of water from the Schedule G Lands through Purchaser’s gross negligence or willful misconduct, then the indemnity provided in Section 6.3(c), above, shall be extended for so long as of the Closing Date which foregoing described conditions are not fully collected within one met by Purchaser, in no event however to exceed six (16) year years after the Closing Date. As used herein, net force majeure shall mean acts of God; strikes, lockouts, or other industrial disturbances; acts of a public enemy; wars; blockades; insurrections; riots; epidemics; landslides; lightning; earthquakes; fires; storms (including but not limited to hurricanes or hurricane warnings); floods; washouts; arrests and restraints of the government, either federal or state, civil or military; civil disturbances; shutdowns for purposes of necessary repairs; relocation, or construction of facilities; breakage or accident to machinery or lines of pipe; the necessity for testing accidents; breakdowns and any applicable reserve for returns other causes, whether of the kind enumerated or doubtful accounts reflected thereon. (iv) otherwise, which are not reasonably in the control of the party claiming suspension. It is understood and agreed that the settlement of strikes or lockouts shall be entirely within the discretion of the party having the difficulty and that the above requirement that any Excluded Liability; and (v) any pending litigation on force majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes or before the Closing Date related lockouts by acceding to the Business, demands of an opposing party when such course is inadvisable in the Purchased Assets, discretion of the Assumed Liabilities, or Subsidiary; In party having the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not applydifficulty. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.

Indemnification by Seller. (a) Seller hereby agrees to indemnify shall indemnify, save and hold Purchaser harmless Apollo and its Acquisition, and each of their respective officers, directors, officers, employees, agents and Affiliates, stockholders, agents, attorneys, representatives, and each of their successors and permitted assigns (individually, a “Purchaser Indemnified Party” and collectively, the “Purchaser Indemnified Parties”) harmless from and against any and all Damages to the extent based upon or resulting from or costs, losses, claims, liabilities, fines, penalties, consequential damages (other than lost profits), and expenses (including interest which may be imposed in connection therewith and court costs and reasonable fees and disbursements of counsel) (“Damages”) incurred in connection with, arising out of, resulting from or incident to: (i) i. any material breach of, or any inaccuracy inin any of, any representation the representations or warranty warranties made by Seller in this Agreement, any exhibit or schedule to this Agreement or any certificate, instrument or writing delivered in connection with this Agreement or in connection with any documentexhibit or schedule to this Agreement; ii. any default in any agreements made by Seller in this Agreement, scheduleany exhibit or schedule to this Agreement or any certificate, instrument or certificate writing delivered hereunder in connection with this Agreement or in respect connection with any exhibit or schedule to this Agreement; or iii. any action, compromise, settlement, assessment or judgment arising out of a claim made based upon alleged facts that if true could constitute or incidental to any such breach or inaccuracy; (ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) any Accounts Receivable set forth on Seller balance sheet as of the Closing Date which are not fully collected within one (1) year after the Closing Datematters indemnified against in this section; provided, net of any applicable reserve for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related to the Businesshowever, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may shall be obligated to indemnify a Purchaser Indemnified Parties Party and hold it or him harmless under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) section with respect to claims any settlement of a claim to which Seller has not consented, which consent shall not unreasonably be withheld, conditioned or delayed to the extent that such settlement does not impose on Seller any obligation other than the indemnification obligations set forth herein. If, by reason of the claim of any third person relating to any of the matters subject to indemnification under Sections 10.2(a)this section, until a lien, attachment, garnishment or execution is placed upon any of the total property or assets of all Damages with respect any Purchaser Indemnified Party, Seller shall also, promptly upon demand, furnish an indemnity bond (in an amount not exceeding Seller’s then remaining indemnification obligations thereunder) satisfactory to the Purchaser Indemnified Party to obtain the prompt release of such matters exceeds Fifty Thousand Dollars ($50,000)lien, and then for the total amount of Damagesattachment, garnishment or execution.

Indemnification by Seller. (a) Subject to the terms and conditions of this Article, Seller hereby agrees to indemnify indemnify, defend and hold Purchaser Buyer and its Buyer's shareholders, directors, officers, employeesagents, attorneys and Affiliates, stockholdersand if the transactions contemplated herein are consummated, agents, attorneys, representatives, successors and permitted assigns the Company (collectively, the “Purchaser Indemnified "Buyer Parties”) "), harmless from and against any all losses, claims, obligations, demands, assessments, penalties, liabilities, costs, damages, reasonable attorneys' fees and all Damages to the extent based upon expenses (collectively, "Damages"), asserted against or incurred by such Buyer Parties by reason of or resulting from or incurred in connection withfrom: (i) any a breach of, or inaccuracy in, any representation or warranty made by Seller in this Agreement of any representation, warranty or covenant of Seller contained herein, or in any documentexhibit, schedule, instrument certificate or certificate financial statement delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracydocument required to be delivered on the Closing Date; (ii) any breach tax filing or violation of any Pre-Closing Covenant return or Post-Closing Covenant payment made, or position taken, by Seller; (iii) any Accounts Receivable set forth the Company on Seller balance sheet as of or prior to the Closing Date which are not fully collected within one (1) year after the Closing Date, net that any governmental authority challenges and that results in an assertion of any applicable reserve for returns Damages against all or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not applysuch Buyer Parties. (b) Purchaser shall take In addition to any other indemnification obligations of Xxxxx X. Xxxxxx as Seller in accordance with this Article VIII, Xxxxx X. Xxxxxx agrees to indemnify, defend and shall cause its Affiliates to take all reasonable steps to mitigate hold Buyer Parties harmless from and against any Damages upon becoming aware lost profits of the Company by reason of or resulting from any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) intentional actions of Xxxxx X. Xxxxxx with respect to claims any customer of the Company prior to the Closing Date unless such losses are caused by the affirmative acts of Buyer. The indemnification obligations of Xxxxx X. Xxxxxx under Sections 10.2(athis Section 8.01(b) shall not be subject to the limitations of Section 8.04(b) or Section 8.04(c), until but shall survive the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then closing for the total amount of Damagesperiod set forth in Section 8.05.

Indemnification by Seller. (ai) Seller hereby agrees to shall indemnify and hold harmless each of Purchaser and its Affiliates and their respective officers, directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified PartiesIndemnitees”) harmless from and against any and all Claims (including amounts paid in the investigation, defense or settlement thereof), obligations, losses, Taxes or Damages (whether absolute, accrued, conditional or otherwise) and out of pocket expenses, including reasonable attorneys' and accountants' fees and expenses (collectively, “Losses”), resulting from, arising out of or relating to the extent based upon or resulting from or incurred in connection with: (ia) any breach of, or inaccuracy in, of any representation or warranty made by Seller in this Agreement Section 3; and (b) any failure of Seller to perform any covenant or in any document, schedule, instrument or certificate delivered agreement hereunder or in respect of under the other Sale Documents to which it is a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy;party. (ii) Seller shall indemnify, protect and hold harmless each Purchaser Indemnitee from and against (i) all Losses resulting from, arising out of or relating to Seller's failure to observe or perform any breach of its obligations under the Transaction Documents or violation any other obligations under or relating to any Transferred Interest prior to the Applicable Closing Date with respect to such Transferred Interest, (ii) all Losses resulting from, arising out of or relating to actions, events or circumstances occurring or existing with respect to any Pre-Closing Covenant Transferred Interest on or Post-Closing Covenant by Seller; prior to the Effective Date, and (iii) all ad valorem and non-ad valorem property Taxes and assessments with respect to any Accounts Receivable set forth on Seller balance sheet as of Property or Equipment to the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns extent such Taxes accrued or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation became due on or before the Closing Date related prior to the BusinessEffective Date. Notwithstanding the foregoing, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification obligation to indemnify Purchaser to the extent that any of the foregoing arise as a direct result of the gross negligence, bad faith or otherwise) with respect to claims willful misconduct of any Purchaser Party or any breach by Purchaser of its obligations under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damagesthis Agreement.

Indemnification by Seller. (a) After the Closing Date and subject to provisions of this Article VIII, Seller hereby agrees to shall indemnify and hold Purchaser Buyer, CRSI, the Subsidiaries and its their respective Affiliates, directors, officers, employees, Affiliatesagents and representatives (each, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”a "Buyer Indemnitee") harmless from and against against, and shall pay and reimburse the Buyer Indemnitees for, any and all Damages Losses resulting from or arising out of: (a) any breach of any representation or warranty of the Seller contained in Article III (unless Seller can prove by a preponderance of the evidence that Buyer or its representatives had actual knowledge of such breach on or prior to the Closing); (b) the nonperformance, partial or total, of any covenant or agreement of Seller contained in this Agreement, in any case to the extent based upon not waived by Buyer; PROVIDED HOWEVER, to the extent such nonperformance shall relate to any covenant or resulting from or incurred agreement of Seller contained in connection with:Section 5.4 hereof, indemnification therefor shall be governed by the provisions of Section 5.4 and not by the provisions of this Section 8.2.1; (i) any breach of, environmental condition existing or inaccuracy in, any representation or warranty made by Seller in this Agreement or in any document, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) any Accounts Receivable set forth on Seller balance sheet as of the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation event occurring on or before the Closing Date related to at any property currently or formerly owned, leased or used by the BusinessSeller, CRSI or any of the Purchased AssetsSubsidiaries or any predecessor thereof, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any generation, storage, treatment, disposal, transportation, shipment offsite, or other management of Hazardous Materials by the Seller, CRSI or any of subsections (iii)-(v) of the Subsidiaries or any predecessor thereof prior to the Closing Date; PROVIDED THAT this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 indemnity shall not applyextend to incremental costs incurred in remediating environmental conditions existing as of the Closing Date to the extent that the incurrence of such costs: (X) was or is not reasonably necessary to resolve or avoid a claim by a Governmental Authority or other Person or to comply with an order of a Governmental Authority, and (Y) was or is not reasonably necessary in light of applicable federal, state or other Governmental Authority action levels or cleanup standards, where such levels or standards exist. (bd) Purchaser shall take and shall cause its Affiliates any Liability relating to take all reasonable steps Employee Plans or Welfare Plans maintained by the Seller, CRSI or any of the Subsidiaries prior to mitigate Closing; (e) claims or Liabilities (including any Damages upon becoming aware claims or Liabilities relating to any environmental condition or any generation, storage, treatment, disposal, transportation, shipment offsite or other management of Hazardous Materials) against, or arising out of or related to actions or omissions by, any former direct or indirect subsidiary of the Seller, or any division of any event which would reasonably be expected tosubsidiary of the Seller, or doesCRSI or any of the Excluded Subsidiaries, give rise thereto.in each case, not part of the Business being transferred to the Buyer hereunder including, without limitation, the Excluded Assets and Liabilities; and (cf) Seller shall have no liability (for indemnification any claims arising out of or otherwise) with respect related to claims under Sections 10.2(a), until the total Government of all Damages with respect to such Nicaragua claim and/or litigation identified on Schedule 3.11.2 delivered hereunder and the Xxxxxx litigation matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damagesidentified on Schedule 3.12 delivered hereunder.

Indemnification by Seller. (a) Subject to the limitations in paragraph (b) below, the Seller hereby agrees to defend, indemnify and hold Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, harmless the “Purchaser Buyer's Indemnified Parties”) harmless Persons from and against all Losses directly or indirectly incurred by or sought to be imposed upon any and all Damages to the extent based upon or resulting from or incurred in connection withof them: (i) resulting from or arising out of any breach of, of any of the representations or inaccuracy in, any representation or warranty warranties made by the Seller in this Agreement or in any document, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracyAgreement; (ii) resulting from or arising out of any breach or violation of any Pre-Closing Covenant covenant or Post-Closing Covenant agreement made by Seller;Seller in or pursuant to this Agreement; or (iii) any Accounts Receivable set forth on Seller balance sheet as of the Closing Date which are not fully collected within one (1) year after the Closing Date, net resulting from or arising out of any applicable reserve liability, payment or obligation in respect of any taxes owing by the Companies (or their respective predecessors), of any kind or description (including interest and penalties with respect thereto) for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilitiesall periods, or Subsidiary; In portions thereof, up to and including the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any date of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not applyClosing. (b) Purchaser The right to indemnification under paragraph (a) is subject to the following limitations: the Seller shall take 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: (i) for claims under clause (i) of paragraph (a) above, a period of two (2) years from the Closing; (ii) for claims under clause (ii) of paragraph (a) above, 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; and (iii) for claims under clause (iii) of paragraph (a) above, without limitation as to time; except that, for any claim based upon a covenant or undertaking which by its terms is to be performed after the Closing, then the period above shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, commence on the date when such covenant or does, give rise theretoagreement should have been performed. (c) Indemnification for claims under paragraph (a) above shall be payable by Seller only if the aggregate amount of all Losses hereunder by Buyer's Indemnified persons shall exceed $50,000 (the "Basket"), at which point Seller shall have no be responsible for all Losses, which exceed $50,000. Seller's aggregate liability (for indemnification or otherwiseunder paragraph (a) above shall not exceed $600,000. The gross amount with respect to claims under Sections 10.2(a), until a claim for indemnification for which the total 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 all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount Indemnified Person on account of Damagesthe indemnifiable Loss.

Indemnification by Seller. (a) Notwithstanding any investigation made by or on behalf of Buyer, Seller hereby agrees to indemnify and hold Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) each Buyer Group Member harmless from and against any and all Damages to the extent based upon or resulting from or Losses and Expenses incurred by such Buyer Group Member in connection withwith or arising from: (i) Any breach or failure by Seller of any of its respective covenants, agreements or obligations arising under this Agreement or any Seller Ancillary Agreement. (ii) Any breach of, of any warranty or the inaccuracy in, of any representation of Seller contained or warranty made by Seller referred to in this Agreement or in any document, schedule, instrument or certificate delivered hereunder by or in respect on behalf of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller;Seller pursuant hereto. (iii) any Accounts Receivable set forth on Seller balance sheet as of the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereonAny Excluded Liability. (iv) any Excluded Liability; andSeller's ownership, use or operation of the Business prior to the Closing Date. (v) any pending litigation on The operation of DBBC, the Merged Companies or before Phoenix of Hendersonville prior to the Closing Date related to the Businesspertaining but not limited to, the Purchased Assetscompliance with any Requirements of Law, the Assumed LiabilitiesEnvironmental Laws, Governmental Permits, Tax Returns, ownership, occupation, possession and use of any real property or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not applyEmployee Plans. (b) Purchaser Notwithstanding anything to the contrary contained herein: (i) Seller shall take be required to indemnify and hold Buyer harmless for any claims asserted solely pursuant to clauses (i) and (ii) of Section 11.1(a) with respect to any Losses and Expenses incurred by a Buyer Group Member only to the extent that the aggregate amount of such Claim exceeds Two Hundred and Fifty Thousand United States Dollars (US$250,000); and (ii) The aggregate amount required to be paid by Seller pursuant to clauses (i) and (ii) of Section 11.1(a) shall cause its Affiliates not exceed the amount represented by the Indemnity Obligation Escrowed Shares (except to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise theretothe extent the indemnification obligation is based on Seller's intentional fraud). (c) The indemnification provided for in this Section 11.1 shall terminate eighteen (18) months after the Closing Date (and no claims shall be made by any Buyer Group Member under this Section 11.1 thereafter), except that the indemnification by Seller shall continue as to any event, fact or circumstance of which any Buyer Group Member has notified Seller in accordance with the requirements of Section 11.3 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 11.1, with respect to which the indemnification obligation of Seller shall continue until the liability of Seller shall have no liability (for indemnification or otherwise) with respect been determined pursuant to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000)this Article 11, and then Seller shall have reimbursed all Buyer Group Members for the total full amount of Damagessuch Losses and Expenses in accordance with this Article 11.

Indemnification by Seller. Subject to the provisions of this Article IX, following the Closing, Purchaser and its Affiliates, and their respective officers, directors, employees, agents, successors and assigns (each, a “Purchaser Indemnified Party”) shall be indemnified and held harmless by Seller for and against all losses, Liabilities, damages, claims, costs and expenses, interest, awards, judgments, fines, fees, obligations and penalties (including reasonable attorneys’ and consultants’ fees and expenses) suffered, sustained or incurred by them (hereinafter, a “Loss”), arising out of or resulting from, without duplication: (a) Seller hereby agrees to indemnify and hold Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) harmless from and against any and all Damages to the extent based upon or resulting from or incurred in connection with: (i) any breach of, or inaccuracy in, by Seller of any representation or warranty made by Seller contained in this Agreement, which shall be deemed made on the date of the Original Agreement and the Closing Date (other than any representation or warranty that expressly relates to a specific date, which representation and warranty shall be made on the date so specified) (provided, however, that Seller shall not be obligated to indemnify the Purchaser Indemnified Parties pursuant to this Section 9.02(a) for any Tax imposed with respect to a Post-Closing Tax period on the basis of a breach of any representation or warranty contained in Section 7.01 (Tax Representations) other than the representations and warranties contained in the second sentence of Section 7.01(e), Section 7.01(h), and Section 7.01(k)), (b) the breach of any covenant or agreement contained in this Agreement requiring performance by Seller or any Company (prior to Closing), (c) Excluded Taxes, (d) an invalid or ineffective (for federal income Tax purposes and to the extent applicable for state or local income Tax purposes) Section 338 Election solely to the extent Taxes are caused by, and would not have been incurred but for, a breach of any representation in Section 7.01 or a breach of any covenant of Seller or any Company (other than covenants to be performed by a Company after the Closing unless performed at the direction and control of Seller, if and to the extent so exercised by the Seller) contained in this Agreement or in any documentother document contemplated hereby, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; (iie) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller; Retained Assets, (iiif) any Accounts Receivable set forth on Seller balance sheet Liability, whether known or unknown as of the Closing Date, with respect to the operation of the Business or the Companies prior to the Closing Date which are not fully collected within one (1) year after whether such claim or Action is brought by a third party or otherwise), other than to the extent any such Loss arises under any Contract (other than under any Contract for any prior sales of business units by any Company or any Losses arising out of or resulting from any breach of any Contract by any Company prior to the Closing Date), net (g) any Third Party Claim to the extent of any applicable reserve for returns punitive damages award where such Third Party Claim arises out of or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation on results from the operation or before conduct of the Business or the Companies prior to the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000)Environmental Liability, and then for the total amount of Damages(h) any Environmental Liability.

Indemnification by Seller. (a) Subject to the limitations set forth in this Article VIII and Section 7.14, from and after the Closing, each of Seller hereby and the Selling Subsidiaries agrees to indemnify jointly and severally indemnify, defend and hold Purchaser each Purchaser, each of their Affiliates (including the Conveyed Entities after the Closing) and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns each of their respective Representatives (collectively, the “Purchaser Indemnified PartiesIndemnitees”) harmless from and against against, and compensate, reimburse and pay any and all Damages Losses suffered or incurred by any Purchaser Indemnitee or to the extent based upon which any Purchaser Indemnitee otherwise is or resulting becomes subject (regardless of whether or not such Losses related to any third party claim) that arise out of, or result from or incurred in connection are connected with: (ia) any breach of, or inaccuracy inof any representations or warranties of Seller or any Selling Subsidiary set forth in Article III, any representation or warranty made by Seller in this Agreement or in any document, schedule, instrument or the certificate delivered hereunder pursuant to Section 6.3(c) or in respect of the Seller Documents (other than the Transition Services Agreement) or any allegation by a claim made based upon alleged facts that third party that, if true could true, would constitute any such a breach or inaccuracy; (iib) any breach by or violation failure (partial or total) of Seller or any Pre-Closing Covenant Selling Subsidiary (prior to, at or Post-Closing Covenant after the Closing) or any Conveyed Entity (at or prior to the Closing) to perform any of its covenants or other agreements contained in this Agreement (other than Section 5.18) or the Seller Documents (other than the Transition Services Agreement) or any allegation by Sellera third party that, if true, would constitute such a breach or failure; (iiic) any Accounts Receivable Retained Liability (regardless of whether the facts and circumstances giving rise to any such Retained Liability are set forth on in the Seller balance sheet as Disclosure Letter), other than (i) Taxes and (ii) the Contamination Liabilities; (d) to the extent not paid at the Closing, any Closing Indebtedness of any Conveyed Entity; (e) the Conveyed Entities Retained Liabilities (regardless of whether the facts and circumstances giving rise to any such Conveyed Entities Retained Liability are set forth in the Seller Disclosure Letter); (f) a Third-Party Claim brought after the Closing Date which are involving any Purchaser Indemnitee to the extent such Third-Party Claim (i) arises from the ownership or operations of any member of the Seller Group or any of their Affiliates and (ii) does not fully collected within one arise from or relate to either (1A) year after any Actions and Liabilities arising out of or relating to Seller’s or the Selling Subsidiaries’ (or their predecessors’) ownership or operation of the Purchased Assets Business (as currently or formerly conducted) or the Purchased Assets to the extent such Liabilities arise out of or relate to events, circumstances or periods occurring prior to the Closing Dateor (B) Purchasers’ ownership or operation of the Business, net of any applicable reserve for returns Purchased Assets or doubtful accounts reflected thereon. (iv) any Excluded LiabilityConveyed Entities following the Closing; and (vg) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Contamination Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.

Indemnification by Seller. (a) Subject to the other terms and conditions of this Article VII, Seller hereby agrees to shall indemnify and hold Purchaser defend each of Buyer and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors Affiliates and permitted assigns their respective Representatives (collectively, the “Purchaser Indemnified PartiesBuyer Indemnitees”) against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all Damages Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to the extent based upon or resulting from or incurred in connection withby reason of: (ia) any inaccuracy in or breach ofof any of the representations or warranties of Seller contained in this Agreement, the License Agreement, or inaccuracy inany of the other Ancillary Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, any as of the date such representation or warranty was made by Seller in this Agreement or in any document, schedule, instrument as if such representation or certificate delivered hereunder or in respect of a claim warranty was made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) any Accounts Receivable set forth on Seller balance sheet and as of the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve except for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related representations and warranties that expressly relate to the Businessa specified date, the Purchased Assets, the Assumed Liabilities, inaccuracy in or Subsidiary; In the event that Seller may breach of which will be obligated determined with reference to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply.such specified date); (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware breach or non-fulfillment of any event which would reasonably covenant, agreement or obligation to be expected toperformed by Seller pursuant to this Agreement, the License Agreement, or does, give rise thereto.any of the other Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; (c) Seller any claim by a third party that the use of the Operator Technology Assets as licensed pursuant to the License Agreement, whether arising before, on or after the Closing Date violates such third party’s intellectual property rights (but not including any of the Licensed Patents (as defined in Kajeet Settlement); provided that the foregoing shall have no liability not apply to the extent of (for indemnification A) any grossly negligent act or otherwiseomission of any Buyer Indemnitee, or (B) a claim with respect to claims under Sections 10.2(a)portions or components of the Operator Technology Assets (i) not provided by Seller, until (ii) resulting from modifications made by Seller in accordance with Buyer written specifications, (iii) that are modified other than by Seller or its authorized representatives, (iv) combined with other products, processes or materials, (v) where Buyer continues allegedly infringing activity as to the total Operator Technology Assets after being notified thereof and being provided by Seller with modifications that would have avoided the alleged infringement, or (vi) where Buyer’s use of the Operator Technology Assets is not in accordance with the License Agreement and all Damages with respect to such matters exceeds Fifty Thousand Dollars related documentation in any material respect, in each case ($50,000), and then A) or (B) where the claim would not have arisen but for the total amount occurrence of Damages(A) or (B); (d) any breach of Seller’s Services (as defined in the Support Agreement) obligations under the Support Agreement; or (e) any Excluded Asset and/or any Excluded Liability.

Indemnification by Seller. (a) Seller hereby agrees to indemnify shall indemnify, defend and hold harmless Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors directors and permitted assigns officers (collectively, collectively referred to as the “Purchaser Indemnified Parties”) harmless from and against any and all Damages to Claims which may be made or brought against the extent based upon Purchaser Indemnified Parties, or resulting from which they may suffer or incurred incur, directly or indirectly, as a result of, in connection withwith or arising from: (i) any breach of, or inaccuracy in, of any representation or warranty made by of Seller contained in this Agreement or in any document, schedule, instrument certificate or certificate delivered hereunder other document furnished by or in respect on behalf of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracySeller pursuant to this Agreement; (ii) any non-fulfilment or breach or violation of any Precovenant or agreement on the part of Seller contained in this Agreement (excluding those contained in the Clearing and Settlement Services Agreement) or in any certificate furnished by or on behalf of Seller pursuant to this Agreement; or (iii) any Excluded Liability. (b) Seller's obligations under Section 6.01(a) shall be subject to the following limitations: (i) Subject to Sections 6.01(b)(ii), the obligations of Seller under Section 6.01(a)(i) shall terminate thirty-six (36) months from the Closing Covenant Date except with respect to bona fide Claims by Purchaser Indemnified Parties set forth in written notices given by a Purchaser Indemnified Party to Seller prior to such date; (ii) the obligations of Seller under Section 6.01(a)(i) in respect of any Claim relating to or Post-impacted by Tax matters, including any Claim arising out of Section 3.19, arising in or in respect of a particular period ending on, or before or including the Closing Covenant Date, shall terminate on the date which is 180 days after the relevant Governmental Authorities shall no longer be entitled to assess or reassess liability for taxes (other than interest, penalties, fines, additions to tax or other additional amounts) against Seller for that particular period, having regard, without limitation, to any waivers given by SellerSeller in respect of any taxation year, except with respect to bona fide Claims by Purchaser Indemnified Parties set forth in written notices given by a Purchaser Indemnified Party to Seller prior to such date; (iii) there shall be no limitation on Seller's obligations under Section 6.01(a) with respect to any Accounts Receivable set forth on Seller balance sheet as of the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon.Claims under Sections 6.01(a)(iii); (iv) the maximum aggregate liability of Seller in respect of Claims: (A) based on any Excluded Liabilityincorrectness in or breach of the representations and warranties set out in Sections 3.01, 3.02, 3.03, 3.04, 3.08 or 3.12; and(B) made under Section 6.01(a)(ii); and (C) based on intentional misrepresentation or fraud by Seller or any Person acting for or on behalf of Seller, shall not exceed Fifty Million Dollars ($50,000,000). (v) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that maximum aggregate liability of Seller may be obligated to indemnify Purchaser Indemnified Parties in respect of all other Claims made under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v6.01(a)(i) shall be controlling and not exceed the limitations provided in Sections 10.1 shall not applyPurchase Price. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.

Indemnification by Seller. (aSubject to the other terms and conditions of this ARTICLE 8 and the limitations set forth in Section 7.01(d) of the Equity Restructuring Agreement, Seller hereby agrees to shall indemnify and hold Purchaser defend each of Buyer and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors Affiliates and permitted assigns their respective Representatives (collectively, the “Purchaser Indemnified PartiesBuyer Indemnitees”) against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all Damages Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to the extent based upon or resulting from or incurred in connection with:by reason of: IF " DOCVARIABLE "SWDocIDLocation" Error! No document variable supplied." = "1" " DOCPROPERTY "SWDocID" DM_DE 16067618-12.098505.0013" "" (ia) any inaccuracy in or breach of, of any of the representations or inaccuracy in, any representation or warranty made by warranties of the Seller contained in this Business Transfer Agreement or in any documentcertificate or instrument delivered by or on behalf of the Seller pursuant to this Business Transfer Agreement, schedule, instrument as of the date such representation or certificate delivered hereunder warranty was made or in respect of a claim as if such representation or warranty was made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) any Accounts Receivable set forth on Seller balance sheet and as of the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve except for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related representations and warranties that expressly relate to the Businessa specified date, the Purchased Assets, the Assumed Liabilities, inaccuracy in or Subsidiary; In the event that Seller may breach of which will be obligated determined with reference to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply.such specified date); (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware breach or non-fulfillment of any event which would reasonably covenant, agreement or obligation to be expected to, or does, give rise thereto.performed by the Seller pursuant to this Business Transfer Agreement; or (c) any Excluded Asset or any liability or obligation of Seller shall have no related to the operation of the Excluded Business or any liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until obligation of Seller other than the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of DamagesAssumed Liabilities.

Indemnification by Seller. Subject to the limitations contained in this Article 8, Seller shall defend, indemnify and hold harmless Buyer (which for purposes of this Section 8.1 shall mean Buyer and its affiliates, and their respective employees, representatives, officers, directors and agents) against and in respect of: (a) Seller hereby agrees to indemnify and hold Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) harmless from and against any Any and all Damages to the extent based upon liabilities or resulting from obligations of Seller of any nature, whether accrued, absolute, contingent or incurred in connection with: (i) any breach ofotherwise, or inaccuracy in, any representation or warranty made by Seller in this Agreement arising out of or in any document, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by way related to Seller; (iii) any Accounts Receivable set forth on Seller balance sheet as 's ownership of the Closing Date which are not fully collected within one (1) year after Purchased Assets or conduct of the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation Relay Business on or before the Closing Date related to the BusinessDate, the Purchased Assetshowever imposed upon Buyer, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or other than the Assumed Liabilities and (ii) and excluding any of subsections (iii)-(v) of liabilities or obligations for which Seller is entitled to seek indemnification from Buyer under this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply.Article 8; (b) Purchaser shall take Any and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware loss, cost, damage, liability, obligation, expense or deficiency suffered by Buyer as a result of facts, circumstances, or events constituting a misrepresentation, breach of warranty or nonfulfillment of any event which would reasonably be expected towarranty, covenant, representation, undertaking, condition or agreement by Seller contained in this Agreement, the Disclosure Schedule, or doesany other document delivered to Buyer in connection with the consummation of the transactions contemplated by this Agreement, give rise thereto.regardless of whether the misrepresentation, breach or omission was deliberate, reckless, negligent, innocent or unintentional; (c) Any and all loss, damage and expense resulting from Seller's noncompliance with any applicable bulk sales laws and provisions and from the assertion of claims (excluding Assumed Liabilities) against Buyer by creditors of Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a)obligations of Seller; and (d) Any and all loss, until the total of all Damages cost, damage, liability, obligation or expense incurred with respect to such any claims, actions, suits, proceedings or assessments arising out of matters exceeds Fifty Thousand Dollars described in subsections ($50,000)a) through (c) above, and then for or the total amount of Damagessettlement thereof, including without limitation legal fees.

Indemnification by Seller. (a) Seller hereby agrees to shall indemnify Buyer, its Affiliates and hold Purchaser and its their respective officers, directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns and successors (collectively, the “Purchaser "Buyer Indemnified Parties”") and hold them harmless from against and against in respect of any and all Damages actions, suits, proceedings, claims, demands, assessments, judgments, costs, damages, losses, liabilities, taxes and deficiencies and penalties and interest thereon and costs and expenses, including reasonable attorneys' fees and expenses (collectively, "Losses") to the extent based upon or resulting from or incurred in connection with: (i) any the breach of, or inaccuracy in, of any representation or warranty made by warranty, or nonfulfillment of any covenant or agreement of Seller in this Agreement or in any document, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) any Accounts Receivable set forth on Seller balance sheet as of including without limitation claims raised pursuant to the Closing Date which are not fully collected within one (1) year after Contracts prior to the Closing Date) or the Intellectual Property Agreement, net of any applicable reserve for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not applyExcluded Liabilities. (b) Purchaser Seller shall take indemnify the Buyer Indemnified Parties and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware hold them harmless against and in respect of any event which would reasonably be expected toand all Losses to the extent resulting from any default of Seller under any Contract occurring solely during the period prior to the Closing Date that (i) is not disclosed in this Agreement or disclosed, reflected or doesreserved against in the Balance Sheet or (ii) arises as a result of a failure by Seller to fulfill its obligations under Section 7.6 to operate the Business in the ordinary course between the Effective Date and the Closing Date; provided that notwithstanding the foregoing, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars Losses shall be allocated between Buyer and Seller as follows: ($50,000), and then i) Buyer shall be responsible for the total amount first $200,000 of Damagessuch Losses, (ii) Seller shall be responsible for the next $1,000,000 of such Losses, (iii) Buyer shall be responsible for the following $300,000 of such Losses; and (iv) Seller shall be responsible for the remainder of such Losses subject to the aggregate liability cap set forth in Section 8.4(b) below.

Indemnification by Seller. (a) Subject to Section 9.1(a), Seller hereby agrees to shall hold harmless and indemnify and hold Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) harmless from and against against, and shall compensate and reimburse Purchaser for, any Damages which are directly or indirectly suffered or incurred by Purchaser or to which Purchaser may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and all Damages to the extent based upon or resulting which arise from or incurred in connection as a result of, or are directly or indirectly connected with: (i) any inaccuracy in or breach of, or inaccuracy in, of any representation or warranty made by Seller set forth in this Agreement or in any document, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracySection 2; (ii) any breach or violation of any Pre-Closing Covenant covenant or Post-Closing Covenant by Sellerobligation of Seller or the Company set forth in this Agreement; (iii) any Accounts Receivable set forth on Seller balance sheet as Legal Proceeding relating to any inaccuracy, breach or liability of the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related type referred to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections in clause "(i) )" or "(ii) and )" above (including any Legal Proceeding commenced by Purchaser for the purpose of enforcing any of subsections (iii)-(v) of its rights under this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply9). (b) Seller acknowledges and agrees that, if the Company suffers, incurs or otherwise becomes subject to any Damages as a result of or in connection with any inaccuracy in or breach of any representation, warranty, covenant or obligation of Seller or the Company, then Purchaser shall take also be deemed, by virtue of its ownership of the stock of the Company, to have incurred Damages as a result of and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, in connection with such inaccuracy or does, give rise theretobreach. (c) Seller shall have no liability (not be required to make any indemnification payment pursuant to Section 9.2(a) for indemnification any inaccuracy in or otherwise) with respect to claims under Sections 10.2(a), breach of any of its representations and warranties set forth in Section 2 until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for time as the total amount of Damagesall Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by Purchaser, or to which Purchaser has otherwise become subject, exceeds $40,000 in the aggregate. If the total amount of such Damages exceeds $40,000, then Purchaser shall be entitled to be indemnified against and compensated and reimbursed all Damages incurred, including such $40,000.

Indemnification by Seller. If the Closing occurs, Seller agrees, for a period of one (a1) Seller hereby agrees year, two (2) years in the case of the special warranty of title described in Section 6.4(a), below, after the Effective Time, to indemnify release, indemnify, defend and hold harmless Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) harmless from and against any and all Damages suits, judgments, damages, claims, liabilities, losses, costs and expenses (including, without limitation, court costs and reasonable attorneys' fees) (a) that are attributable to use, ownership or operation of the Assets attributable to periods of time prior to the extent based upon Effective Time (other than relating to the obligation to properly plug and abandon wxxxx located on the Leases) regardless of whether Purchaser was wholly or resulting partially negligent or otherwise at fault, or (b) that arise out of any breach by Seller of any covenant, agreement, representation, or warranty, hereunder, including the special warranty of title contained in the conveyances to be delivered at closing, (c) that are attributable to claims by third parties for damages caused by or arising out of the escape of salt water prior to the Closing Date from the lands described on Schedule G, attached hereto, (the “Schedule G Lands”) or incurred that are attributable to claims by the following former surface owners of said lands, Rxxxxx Xxxxxx X’Xxxxxx, Cxxxx X’Xxxxxx, and Lxxxx Xxxxxxx X’Xxxxxx; provided, however, that such indemnity, defense and hold harmless obligations shall not apply to (A) any amount that was taken into account as an adjustment to the Purchase Price pursuant to the provisions hereof, (B) any liability of Purchaser to Seller under the provisions of this Agreement, and (C) any amount in connection with: excess of twenty-five percent (25%) of the Purchase Price; and provided further, that if Purchaser (i) any breach ofprovides Seller with a plan (the “Mitigation Plan”) for mitigating the flow of water off of the Schedule G Lands by installing a water recovery system (the “Mitigation System”), or inaccuracy in, any representation or warranty made by Seller in this Agreement or in any document, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) any breach implements the Mitigation Plan on or violation before March 31, 2010 (provided, however, that such date will be extended in the event of any Prea force majeure or other delay caused by a third-Closing Covenant party or Post-Closing Covenant by Seller; governmental authority), (iii) any Accounts Receivable set forth on maintains the Mitigation System as a prudent operator would, (iv) provides Seller balance sheet with the opportunity to inspect the Mitigation System twice per year, once the Mitigation System is installed, (v) upon request (but no more frequently than once per year) provides the Seller with an annual report describing the amount of water that has been collected by the Mitigation System, and estimating the volume of water, if any, that has not been collected by the Mitigation System, and (vi) has not caused the release of water from the Schedule G Lands through Purchaser’s gross negligence or willful misconduct, then the indemnity provided in Section 6.3(c), above, shall be extended for so long as of the Closing Date which foregoing described conditions are not fully collected within one met by Purchaser, in no event however to exceed six (16) year years after the Closing Date. As used herein, net force majeure shall mean acts of God; strikes, lockouts, or other industrial disturbances; acts of a public enemy; wars; blockades; insurrections; riots; epidemics; landslides; lightning; earthquakes; fires; storms (including but not limited to hurricanes or hurricane warnings); floods; washouts; arrests and restraints of the government, either federal or state, civil or military; civil disturbances; shutdowns for purposes of necessary repairs; relocation, or construction of facilities; breakage or accident to machinery or lines of pipe; the necessity for testing accidents; breakdowns and any applicable reserve for returns other causes, whether of the kind enumerated or doubtful accounts reflected thereon. (iv) otherwise, which are not reasonably in the control of the party claiming suspension. It is understood and agreed that the settlement of strikes or lockouts shall be entirely within the discretion of the party having the difficulty and that the above requirement that any Excluded Liability; and (v) any pending litigation on force majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes or before the Closing Date related lockouts by acceding to the Business, demands of an opposing party when such course is inadvisable in the Purchased Assets, discretion of the Assumed Liabilities, or Subsidiary; In party having the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not applydifficulty. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.

Indemnification by Seller. Subject to the provisions of Sections 10.3 and 10.5 hereof and Section 9 hereof, Seller will indemnify and hold harmless each Buyer Party (whether or not such Buyer Party owns any common stock of the Company) in respect of any and all Liabilities and/or Damages resulting from or relating to each of the following: (a) Seller hereby agrees to indemnify and hold Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) harmless from and against any and all Damages to the extent based upon or resulting from or incurred in connection with: (i) any breach ofby Seller of any representation, warranty, or inaccuracy in, any representation or warranty agreement made by Seller in this Agreement or in any document, schedule, instrument or certificate delivered hereunder or by Seller in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracyconnection with this Agreement; (iib) any breach Liability relating to any Employee Benefit Plan or violation Pension Plan or ERISA-related matters or severance of any Pre-Closing Covenant or Post-Closing Covenant by Selleremployees of the Company before the Closing; (iiic) the employment (including the initial hiring and all terms, conditions, and events relating to the ongoing employment) or termination of employment (including constructive termination) by Seller or the Company of any individual (including without limitation any current or former employee of the Company) attributable to any action or inaction occurring before the Closing; (d) any Accounts Receivable set forth on Seller balance sheet as claim by any current or former employee of the Closing Date which are not fully collected within one Company for any type of benefits under any Law, including without limitation, workers' compensation, unemployment, temporary disability, social security, that is based on employment by the Company before the Closing; (1e) year any claim with respect to the Navy Contracts prior to or after the Closing DateClosing, net including without limitation, any disputes arising out of any applicable reserve for returns the Navy Contracts, the assignment of the Navy Contracts from the Company to Seller, the transfer of certain employees of the Company to Seller in connection with the Navy Contracts, the use by Seller of "GSS Government Services" or doubtful accounts reflected thereon.a similar name in connection with the Navy Contracts and the business related to the Navy Contracts and/or the novation agreement or performance bond required pursuant to Section 5.2.1; (ivf) any Excluded LiabilityLiability of the Company incurred prior to the Closing which was not disclosed to Buyer pursuant to Section 3 hereof if such disclosure was required to be disclosed pursuant thereto; (g) any Liability of the Company for Taxes (including without limitation those under Section 3.12 hereof) related to the period before or by reason of the Closing; and (vh) any pending litigation on or before Liability of the Closing Date Company for Environmental Claims related to the Business, the Purchased Assets, the Assumed Liabilitiesperiod, or Subsidiaryarising out of events or activities occurring, before the Closing; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections and (i) any Liability arising out of or (ii) and related to any of subsections (iii)-(v) of this the matters identified in Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall 10.4 not applyotherwise set forth above. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.

Indemnification by Seller. (a) Subject to the other terms and conditions of this Agreement (including, without limitation, Section 10.2(b)), Seller hereby agrees to indemnify shall indemnify, defend and hold Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) Parties harmless from and against any and all Damages to the extent Losses directly or indirectly based upon or upon, arising out of, resulting from or incurred in connection withrelating to: (i) any breach of, or inaccuracy in, of any representation or warranty made by of Seller contained in this Agreement or in any document, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracythe Ancillary Agreements; (ii) any breach or violation of any Pre-Closing Covenant agreement, covenant or Post-Closing Covenant by Seller;obligation of Seller set forth in this Agreement or the Ancillary Agreements; and (iii) the Retained Liabilities. (b) Notwithstanding anything contained in this Agreement to the contrary, Seller’s obligation to indemnify, defend and hold the Purchaser Indemnified Parties harmless shall be limited as follows: (i) No amounts of indemnity shall be payable pursuant to Section 10.2(a) unless and until the aggregate of all Losses suffered by Purchaser Indemnified Parties shall exceed $250,000 in the aggregate, and then from the first dollar to the full extent of such Losses. (ii) In no event shall the aggregate amount of indemnity required to be paid by Seller to all Purchaser Indemnified Parties pursuant to Section 10.2(a) exceed the cash portion of the Purchase Price. (iii) No claim may be asserted nor may any Accounts Receivable action be commenced against Seller pursuant to Section 10.2(a) unless written notice of such claim or action is received by Seller describing in detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth on Seller balance sheet as in Section 10.1, irrespective of whether the Closing Date which are not fully collected within one (1) year subject matter of such claim or action shall have occurred before or after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon.such date; (iv) For purposes of computing the aggregate amount of claims against Seller, the amount of each claim by a Purchaser Indemnified Party shall be deemed to be an amount equal to, and any Excluded Liabilitypayments by Seller pursuant to Section 10.2(a) shall be limited to, the amount of Losses that remain after (A) deducting therefrom (1) any insurance proceeds and any indemnity, contributions or other similar payment payable by any Third Party with respect thereto, and (2) any Tax benefit realized by a Purchaser Indemnified Party or any Affiliate thereof with respect to the Losses or items giving rise to such claim for indemnification, and (B) adding thereto any Tax cost realized by a Purchaser Indemnified Party or any Affiliate thereof with respect to any payments to be made pursuant to Section 10.2(a) (as determined after the application of Section 10.2(b)(iv)(A)(1)). For purposes of this Section 10.2(b)(iv), “Tax benefits” shall mean the present value (determined using the applicable long-term federal rate as defined in Section 1274(d) of the Code, or any successor provision) of any past, present or future deduction, expense, loss, increase in asset basis, credit or refund realized by a Purchaser Indemnified Party or any Affiliate thereof, and “Tax cost” shall mean the present value (determined using the applicable long-term federal rate as defined in Section 1274(d) of the Code, or any successor provision) of any present or future income, gain, loss of deduction, or decrease in asset basis realized by a Purchaser Indemnified Party, or any Affiliate thereof. The amount of the Tax benefits and Tax costs shall be determined by assuming (1) the Purchaser Indemnified Party or any Affiliate thereof, as the case may be, is, and will continue to be, in the maximum United States federal income tax bracket, after any deduction reportable with respect to a payment hereunder, and (2) the effective state and local income tax rate, or, as the case may be, corporation tax rate of the Purchaser Indemnified Party or any Affiliate thereof, as the case may be, is, and will continue to be, its effective rate for the most recent prior taxable year for which such information is available; and (v) any pending litigation on or before For the Closing Date related to purposes of the Businesssatisfaction of the limitations set forth in Sections 10.2(b)(i) and (ii), the Purchased Assetsrepresentations, warranties, covenants and agreements of Seller in this Agreement and in the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) Ancillary Agreements shall be controlling and the limitations provided in Sections 10.1 shall not applyread without giving effect to qualifications for materiality or Material Adverse Effect. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.

Indemnification by Seller. (a) Seller hereby Subject to Section 6.1 xxxxxx, Xxxxxx xxxxxx agrees to indemnify indemnify, defend, save and hold Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) Xxxxx harmless from and against any and all Damages damage, liability, loss, expense, assessment, judgment or deficiency of any nature whatsoever (including, without limitation, reasonable attorneys' fees and other costs and expenses incident to the extent based upon any suit, action or resulting proceeding) (together, "Losses") incurred or sustained by Buyer which shall arise out of or result from or incurred in connection with: (ia) any breach of, or inaccuracy in, of any representation or warranty made by of Seller in this Agreement or in any document, schedule, instrument or the certificate delivered hereunder by Seller pursuant to Section 8.1 hereof (unless any such breach relates to matters for which indemnification is provided pursuant to Section 10.2(c) hereof), (b) the failure by Seller to perform any covenant or agreement of Seller in this Agreement, or (c) any liability or obligation of any kind or nature, absolute, contingent, known or unknown, arising from or relating to the ownership or operation of the Non- Annuity Business, including but not limited to the recapture and transfer thereof contemplated by Sections 5.11 and 5.12 and Annexes 5.11 and 5.12 hereof, whether arising before or after the Closing, after offset by any related insurance proceeds or other recovery on account of such Losses; provided, however, that, solely with respect to Losses indemnifiable under Sections 10.2(a) and 10.2(b) above (the "Subject Losses"), Seller shall not be obligated to indemnify, defend, save and hold Buyer harmless from and against any and all Subject Losses in accordance with the foregoing until the aggregate amount of Subject Losses exceeds $2,000,000, at which time Buyer shall be entitled to indemnification as set forth above for all Subject Losses in excess of such $2,000,000; provided, further, however, that the aggregate amount of Subject Losses in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) which Buyer shall be entitled to indemnification in accordance with this Section 10.2 shall not exceed the Purchase Price. Notwithstanding the foregoing, no indemnification under this Section 10.2 for any breach of a representation or violation warranty of Seller or any Pre-Closing Covenant failure to perform any covenant or Post-Closing Covenant by Seller; (iii) any Accounts Receivable agreement of Seller set forth on Seller balance sheet as of the Closing Date which are not fully collected within one in Article V (1) year after the Closing Dateother than those set forth in Section 5.2(i), net of any applicable reserve for returns 5.3(a), 5.7, 5.8, 5.11, 5.12 or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v5.17 thereof) shall be controlling and made unless a claim therefore is made by notice to Seller within the limitations provided applicable time period specified in Sections Section 10.1 shall not applyhereof. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.

Indemnification by Seller. (a) Subject to the other terms and conditions of this Agreement (including, without limitation, Section 10.2(b)), Seller hereby agrees to indemnify shall indemnify, defend and hold Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) Parties harmless from and against any and all Damages to the extent Losses directly or indirectly based upon or upon, arising out of, resulting from or incurred in connection withrelating to: (i) any breach of, or inaccuracy in, of any representation or warranty made by of Seller of the Company contained in this Agreement or in any document, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracyAgreement; (ii) any breach or violation of any Pre-Closing Covenant agreement, covenant or Post-Closing Covenant by Sellerobligation of Seller or the Company set forth in this Agreement; (iii) any Accounts Receivable set forth on Seller balance sheet as of the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon.Non-Assumed Contract; (iv) except to the extent accrued on the Closing Date Balance Sheet, (A) the employment, or termination of employment, of any Excluded Liabilityemployees of the Company prior to the Company Closing Date, (B) any severance or other obligation related to the Non-Continuing Employees, whether arising before or after the Company Closing and (C) the WARN Act in connection with the Transactions, whether arising before or after the Company Closing (including, without limitation, the termination of the Non-Continuing Employees); and (v) any pending litigation on the function of servicing Company Mortgage Loans, either prior or before the Closing Date related subsequent to the Businessapplicable Closing, the Purchased Assets, the Assumed Liabilities, by Seller or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not applyits Affiliates. (b) Notwithstanding anything contained in this Agreement to the contrary, Seller's obligation to indemnify, defend and hold the Purchaser Indemnified Parties harmless shall take be limited as follows: (i) No claim may be asserted nor may any action be commenced against Seller pursuant to Section 10.2(a) unless written notice of such claim or action is received by Seller describing in detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 10.1, irrespective of whether the subject matter of such claim or action shall cause its Affiliates have occurred before or after such date. (ii) For purposes of computing the aggregate amount of claims against Seller, the amount of each claim by a Purchaser Indemnified Party shall be deemed to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected an amount equal to, and any payments by Seller pursuant to Section 10.2(a) shall be limited to, the amount of Losses that remain after deducting therefrom any insurance proceeds and any indemnity, contributions or does, give rise other similar payment payable by any third party with respect thereto. (ciii) Seller No amounts of indemnity shall have no liability be payable pursuant to Section 10.2(a)(i) unless and until the aggregate of all Losses suffered by Purchaser Indemnified Parties shall exceed $250,000 in the aggregate, and then from the first dollar to the full extent of such Losses. (for iv) Subject to the terms hereof, other than with respect to Seller's indemnification or otherwiseobligations pursuant to (i) Section 10.2(a)(i) with respect to claims under the representations and warranties contained in Sections 10.2(a4.1 (Share Ownership), until the total 4.3 (Authorization; Validity of all Damages Agreement), and 4.27 (Employee Benefit Plans), and (ii) Section 8.2(a) with respect to such matters exceeds Fifty Thousand Dollars ($50,000)indemnification for Taxes, the aggregate liability of Seller for Losses or otherwise with respect to the subject matter of this Agreement and the transactions contemplated hereby is, and then shall be, limited to an aggregate amount (the "Seller's Liability Amount") equal to the Escrow Amount and Purchaser, on behalf of itself, its Affiliates and all Purchaser Indemnified Parties, agrees not to seek any Losses in excess of Seller's Liability Amount for any and all Losses sustained or incurred by any and all Purchaser Indemnified Parties for any breach or liability under this Agreement or otherwise with respect to the total amount subject matter of Damagesthis Agreement and the transactions contemplated hereby or otherwise.

Indemnification by Seller. (a) Seller hereby agrees to indemnify and hold Purchaser ------------------------- harmless Buyer, its affiliates and its and their respective directors, officers, stockholders, partners, members, employees, Affiliatesand agents (individually, stockholders, agents, attorneys, representatives, successors a "Buyer Indemnified Party" and permitted assigns (collectively, the “Purchaser "Buyer Indemnified Parties”"), against and in respect of all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, costs and expenses (including the reasonable fees, disbursements and expenses of attorneys and consultants) harmless from and of any kind or nature whatsoever, to the extent sustained, suffered or incurred by or made against any and all Damages Buyer Indemnified Party, to the extent based upon upon, arising out of or resulting from or incurred in connection with: : (iA) any breach of, or inaccuracy in, of any representation or warranty made by Seller in this Agreement or in any document, schedule, exhibit, certificate, agreement or other instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; pursuant to this Agreement; (iiB) any breach or violation of any Pre-Closing Covenant covenant or Post-Closing Covenant agreement made by Seller; Seller in this Agreement or in any schedule, exhibit, certificate, financial statement, agreement or other instrument delivered pursuant to this Agreement; (iiiC) any Accounts Receivable set forth on Seller balance sheet as claim relating to the operation of the Closing Date Assets or the Business which are not fully collected within one (1) year after arises in connection with or on the basis of events, acts, omissions, conditions or any other state of facts occurring on or existing before the Closing Date, net ; (D) any claim relating to any material deviation from the description of the terms of any applicable reserve for returns or doubtful accounts reflected thereon. Missing Contract listed on Schedule 2.7 attached hereto; and (ivE) any Excluded Liability; and (v) claim ------------ which arises in connection with any pending litigation on liability or before the Closing Date related to the Business, the Purchased Assets, obligation of Seller other than the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated . Seller's aggregate liability to indemnify Purchaser Indemnified Parties Buyer under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v10.1(A) shall be controlling not exceed $405,000, and the limitations provided in Sections 10.1 shall not apply. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (claims for indemnification or otherwise) with respect to claims under Sections 10.2(a), by a Buyer Indemnified Party shall initially be made against the Escrow Deposit until the total of Escrow Deposit is reduced to zero, at which time all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damagesclaims shall be made directly against Seller.

Indemnification by Seller. (a) It is understood and agreed that LBI Holdings and Buyer do not assume and will not be obligated to pay any liability of Seller under the terms of this Agreement or otherwise and will not be obligated to perform any obligations of Seller of any kind or manner, except in connection with the Assumed Contracts and with respect thereto only to the extent such obligations arise subsequent to the consummation of the transaction contemplated hereby on the KEYH Closing Date. Seller, hereby agrees to indemnify indemnify, defend and hold Purchaser harmless LBI Holdings and its directorsBuyer, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, their successors and permitted assigns (collectivelyassigns, for a period of eighteen months following the “Purchaser Indemnified Parties”) harmless consummation of the transaction contemplated hereby on the KEYH Closing Date, from and against against: 10.1.1 Any and all Damages occasioned by, arising out of or resulting from the operation of Station KEYH prior to the KEYH Closing Date (other than such Damages arising directly from Buyer's actions under the AM Local Marketing Agreement), including, but not limited to, any and all Damages claims, liabilities and obligations arising or required to be performed prior to the extent based upon KEYH Closing Date under any of the Assumed Contracts or otherwise with respect to Seller's or Artlite's ownership and operation of Station KEYH prior to the KEYH Closing Date; 10.1.2 Any and all Damages occasioned by, arising out of or resulting from any material misrepresentation, material breach of warranty or incurred covenant, or material default or material nonfulfillment of any agreement on the part of Seller under this Agreement, or from any material misrepresentation in or material breach of any certificate, agreement, appendix, Schedule, or other instrument furnished to LBI Holdings or Buyer pursuant to this Agreement or in connection with: with the transaction contemplated hereby (i) any it being understood and agreed by the Parties hereto that for purposes of this Section 10.1.2, that for purposes of determining such misrepresentation, breach ofof warranty or covenant, or inaccuracy inmaterial default or material nonfulfillment, any representation or warranty made by all knowledge qualifications in the representations and warranties of Seller contained in this Agreement or in any documentcertificates delivered pursuant hereto that are in parenthetical (including without limitation such knowledge qualifications in Sections 4.3.1, schedule4.3.2, instrument 4.3.3, 4.3.4, 4.3.5, 4.4, 4.5, 4.7, 4.9, 4.10, 4.11, 4.13, 4.14, 4.15, 4.17, 4.18 and 9.1.10) shall be disregarded and no such representation or certificate delivered hereunder or warranty shall be qualified in any respect by such knowledge qualifications in parenthetical); provided, that any breach of a claim made based upon alleged facts that if true could constitute any Section 7.9 shall be deemed material regardless of the cash value of such breach or inaccuracybreach; (ii) 10.1.3 Any and all Damages occasioned by, arising out of or resulting from any breach legal, administrative, or violation of tax proceedings pursuant to which Seller is or could be made liable for any Pre-Closing Covenant taxes, penalties, interest, or Post-Closing Covenant by Seller; (iii) any Accounts Receivable set forth on Seller balance sheet other charges and the liability for which is extended to LBI Holdings or Buyer as transferee of the Closing Date which are not fully collected within one (1) year after the Closing Datebusiness of Station KEYH or otherwise for any transferee liability for any taxes, net of any applicable reserve for returns penalties, or doubtful accounts reflected thereon. (iv) any Excluded Liabilityinterest due or to become due from Seller; and (v) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) 10.1.4 Any and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages occasioned by, arising out of or resulting from any claim by Artlite or any other person or entity that any agent, broker, investment or commercial banker, person or firm acting on behalf of Artlite or under authority of Artlite is or will be entitled to any broker, finder, financial advisor fee or any other commission or similar fee directly or indirectly in connection with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damagestransaction contemplated by this Agreement.

Indemnification by Seller. (a) Seller and Hirschson hereby agrees to covenant and agree with Buyer that they shall jointly and severally reimburse and indemnify Buyer and its successors and assigns (also individually an "Indemnified Party") and hold Purchaser them harmless from, against and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) harmless from and against in respect of any and all Damages to the extent based upon or resulting from or incurred costs, losses, claims, liabilities, fines, penalties, damages and expenses (including interest which may be imposed in connection with: therewith and court costs and reasonable fees and disbursements of counsel) incurred by any of them due to, arising out of, or in connection with (i) the failure to pay for delinquent Accounts Receivable as provided in Section 5.07 hereof, (ii) a breach of any breach ofof the representations, warranties, covenants or inaccuracy in, any representation or warranty agreements made by Seller or Shareholders in this Agreement or in any document, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller; Agreement; and (iii) the failure of Seller to discharge any Accounts Receivable set forth liability or obligation of Seller which is not an Assumed Liability including, without limitation, (A) any warranty, product liability or other claim relating to any products sold or services performed by Seller on Seller balance sheet as of the Closing Date which are not fully collected within one (1) year after or prior to the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon. (ivB) any Excluded Liability; and (v) any pending litigation on liability or before the Closing Date related other claim relating to the Business, employment by Seller of the Purchased Assets, Non-Hired Employees or the Assumed Liabilities, Newly Hired Employees (in each case whether or Subsidiary; In the event that Seller may not such liability would be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) imposed directly upon Buyer on account of a successor employer or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not applysuccessor enterprise theory). (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate If any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (claim for indemnification or otherwise) with respect to claims under Sections 10.2(a), until hereunder is not satisfied in full by the total payment of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for cash in the total amount of Damagessuch claim by the Seller within fifteen (15) days from the date of such demand by Buyer, Buyer may set off such claim against any payment to be made under the Note. Nothing herein shall in any way detract from the right of Seller to seek redress against other assets of Seller and Hirschson in any manner permitted by law.

Indemnification by Seller. (a) Subject to the provisions of Subsection (b) below and Section 10.2 below, Seller hereby agrees to shall indemnify and hold Purchaser harmless Buyer and its directorsany officer, officersdirector, employeesagent, Affiliates, stockholders, agents, attorneys, representatives, successors employee and permitted assigns (collectively, the “Purchaser Indemnified Parties”) harmless from and against affiliate thereof with respect to any and all Damages demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, liabilities and expenses, including reasonable attorneys' fees, (collectively referred to the extent based upon herein or resulting from "Losses") relating to or incurred in connection witharising out of: (i) any Any breach of, or inaccuracy in, any representation or warranty made non-performance by Seller of any of its representations, warranties, covenants or agreements set forth in this Agreement or in any document, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy;other Documents; or (ii) any breach The ownership or violation operation by Seller of any Pre-the Stations or the Sale Assets on or prior to the Closing Covenant or Post-Closing Covenant by Seller;Date; or (iii) any Accounts Receivable set forth on All other liabilities and obligations of Seller balance sheet as of other than the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon.Assumed Obligations; or (iv) any Excluded Liability; and (v) any pending litigation on or before Noncompliance by Seller with the Closing Date related to provisions of the BusinessBulk Sales Act, if applicable, in connection with the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not applytransaction contemplated hereby. (b) Purchaser shall take and shall cause its Affiliates Notwithstanding anything contained herein to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected tothe contrary, or doesif Closing occurs, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), not be obligated until the total aggregate amount of all Damages with respect Losses exceeds Buyer's Threshold Limitation, in which case Buyer shall then be entitled to indemnification of the entire amount in excess of Buyer's Threshold Limitation, provided that any amounts owed by Seller to Buyer under Subsection (a) (iv) above and Section 2.7 shall not be counted in determining whether Buyer's Threshold Limitation is satisfied, and Buyer shall have the right to recover any such payment without regard to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damageslimitation.

Indemnification by Seller. (a) Seller hereby agrees to indemnify shall indemnify, defend and hold harmless Purchaser, its Affiliates and its Representatives, and shall reimburse Purchaser and its directorsRepresentatives on demand, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns for any Damages (collectively, including any Damages suffered after the “Purchaser Indemnified Parties”end of any applicable survival period) harmless from and against any and all Damages to the extent based upon arising or resulting from or incurred in connection withany of the following: (i) any Any breach of, or inaccuracy in, any representation or warranty made default in the performance by Seller of any covenant or agreement of Seller contained herein, in this Agreement any Collateral Agreement, or in any documentSchedule or Exhibit hereto or thereto, schedule, instrument or in any certificate delivered hereunder or in respect to be delivered by or on behalf of a claim made based upon alleged facts that if true could constitute any such breach Seller pursuant hereto or inaccuracythereto; (ii) any Any breach or violation of any Pre-Closing Covenant warranty or Post-Closing Covenant representation made by SellerSeller herein, in any Collateral Agreement, or in any Schedule or Exhibit hereto or thereto, or in any certificate delivered or to be delivered by or on behalf of Seller pursuant hereto or thereto; (iii) any Accounts Receivable Any claim, Liability or Action arising from the matters set forth on Seller balance sheet as of the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon.in Schedule 9.3(a)(iii); (iv) Any Pre-Closing Taxes and any Excluded Liability; andTaxes for which Seller is responsible pursuant to Section 5.8 or Section 5.9; (v) any pending litigation on Any Liability in respect of Flow Sweden relating to its operation or before existence prior to the Closing Date related (other than Liabilities solely arising from Avure Sweden); (vi) Any loss resulting from a reduction of Avure Sweden’s net operating losses as a result of any reversal of any Warranty, Contingency and Product Liability Reserves, only to the Businessextent such reversal has not given rise to a Pre-Closing Tax liability (and ,for purposes hereof, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) such loss shall be controlling and the limitations provided in Sections 10.1 shall not apply.deemed to amount to 28% of any such reduction of Avure Sweden’s net operating losses; or (bvii) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate Any Liability, expense or Action arising out of the Review, including any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise theretoReview Restatement. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.

Indemnification by Seller. (a) Subject to the terms and conditions of this Article X, Seller hereby agrees to indemnify shall indemnify, defend, and hold Purchaser harmless Buyer, the subsidiaries and parent corporations of Buyer (including, after the Closing, the Company), each director and officer of Buyer or any of its directorssubsidiaries or parent corporations, officersand each affiliate thereof, employeesand their respective heirs, Affiliates, stockholders, agents, attorneys, legal representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) harmless "Buyer Group"), from and against any and all Damages to claims, actions, causes of action, demands, assessments, losses, damages, liabilities, judgments, settlements, penalties, costs, and expenses (including reasonable attorneys' fees and expenses), of any nature whatsoever, whether actual or consequential, including any liability over the extent based upon $2,500.00 deductible for the litigation described in Schedule 3.15 attached hereto (collectively, "Damages"), asserted against, resulting to, imposed upon, or incurred by any member of the Buyer Group, directly or indirectly, by reason of or resulting from or incurred in connection with: (i) any breach ofby Seller or the Company of any of their representations, warranties, covenants, or inaccuracy in, any representation or warranty made by Seller agreements contained in this Agreement or in any documentcertificate, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) any Accounts Receivable set forth on Seller balance sheet as of the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilitiesinstrument, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not applydocument delivered pursuant hereto. (b) Purchaser Except with respect to claims for which Buyer has given written notice to Seller prior to the second anniversary date of the Closing Date, to the greatest extent permitted by law, the parties agree that no claim under this Section 10.2 for damages which Seller may owe Buyer shall take be filed in court or otherwise asserted after the second anniversary date of the Closing Date, and that this shortened period for asserting claims shall operate as a statue of limitations and as a defense, and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware not be tolled by lack of any event which would reasonably be expected todiscovery, equitable factors, or doesany other matters, give rise theretoexcept for active, fraudulent concealment of material information directly relating to the claims which are asserted against Seller. The parties agree that this limitation of liability and shortened time period within which to bring claims is reasonable under the circumstances and is a material part of the parties' transaction and the consideration being provided to Seller hereunder. (c) No indemnification shall be required to be made by Seller shall have no liability (for indemnification or otherwise) pursuant to this Section 10.2 with respect to any claims unless and until the aggregate amount of Damages incurred by members of the Buyer Group with respect to all claims under Sections 10.2(a)this Section 10.2 (whether asserted, resulting, imposed, or incurred before, on, or after the Closing Date) exceeds $100,000, it being agreed and understood that, if such amount is exceeded, Seller shall be liable to the full extent of such Damages, including those not in excess of $100,000. No indemnification shall be required to be made by Seller pursuant to this Section 10.2 with respect to any claims to the extent that the aggregate amount of Damages incurred by members of the Buyer Group with respect to all claims under this Section 10.2 (whether asserted, resulting, imposed, or incurred before, on, or after the Closing Date) exceeds $3,000,000. (d) The amount of Damages required to be paid by Seller to any other party pursuant to this Section 10.2 shall be reduced to the extent of any amounts actually received by such other party after the Closing Date pursuant to the terms of the insurance policies (if any) covering such claim. Further, to the extent any claims for Damages against Seller hereunder are or purport to be covered by insurance policies, Buyer will first commence a claim under the applicable insurance policies before making any claim against Seller for Damages. In connection with the foregoing, until the total second anniversary date of all Damages with respect the Closing Date, Buyer agrees that it will not change, or permit to such matters exceeds Fifty Thousand Dollars ($50,000)be changed, and then for the total amount Company's current primary insurance carrier without the prior written consent of DamagesCarlxxxx.

Indemnification by Seller. (a) In the event that the Closing occurs, then Seller hereby agrees to indemnify indemnify, defend and hold Purchaser Buyer and its Affiliates, each of its and their respective shareholders, members, partners, directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, employees and agents and each of their respective successors and permitted assigns (collectively, the “Purchaser Buyer Indemnified Parties”) harmless from and against any and all Damages to the extent based upon directly or indirectly arising out of, resulting from or incurred in connection with, and the Assumed Liabilities shall not include, any of the following: (ia) any the breach of, of or inaccuracy in, in any representation or warranty made by Seller in this Agreement or in any document, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracypursuant to this Agreement; (ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) any Accounts Receivable set forth on Seller balance sheet as of the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware the breach of or default in the performance by Seller of any event which would reasonably be expected tocovenant, agreement or does, give rise thereto.obligation in this Agreement; (c) any Taxes apportioned to Seller pursuant to Section 6.4; (d) to the extent not included in the Suspense Funds (provided that Seller shall remain responsible for any penalties and interest relating to Suspense Funds that should have no liability (for indemnification or otherwise) been escheated prior to the Closing Date in accordance with respect to claims under Sections 10.2(aapplicable Laws and Regulations), until any royalties, overriding royalties, net profits payments and similar burdens attributable to the total period of all Damages with respect time prior to the Effective Time (or mispayment of such matters exceeds Fifty Thousand Dollars ($50,000burdens attributable to the time between the Effective Time and the Closing Date), including any Damages arising out of or relating to the proceedings referenced in Schedule 4.1(e); (e) any personal injury attributable to the operation of the Purchased Assets prior to the Closing Date; (f) any audits of pre-Effective Time periods under joint operating agreement applicable to the Purchased Assets; (g) any civil fines, penalties, costs or expenses related to the disposal by Seller or any of its agents, contractors or representatives of any pollutants, contaminants, solid wastes, hazardous wastes, hazardous substances and then for hydrocarbons on or to any location not included in the total amount of DamagesPurchased Assets.

Indemnification by Seller. Seller shall indemnify and hold harmless Buyer, each direct and indirect subsidiary of Buyer and each of their officers, directors, employees and agents ("BUYER INDEMNITEES") for any and all Liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including, without limitation, legal costs and expenses and interest on the amount of any loss from the date suffered or incurred by Buyer Indemnitee) (a "LOSS") arising out of, resulting from or caused by: (a) Seller hereby agrees to indemnify and hold Purchaser and its directorsSeller's breach or the inaccuracy of any of Seller's representations warranties, officerscovenants, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) harmless from and against any and all Damages to the extent based upon or resulting from or incurred agreements in connection with:this Agreement, (ib) any breach of, or inaccuracy in, any representation or warranty made by Seller in this Agreement or in any document, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) any Accounts Receivable set forth on Seller balance sheet as the conduct and operation of the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation OEU Business on or before the Closing Date related to Date, (c) the Businesssale, license, use or operation of the Purchased AssetsAssets on or before the Closing Date, (d) the Transferred Agreements on or before the Closing Date, and (e) the Assumed Liabilities, contract dispute between Seller and Xxxxxxxx Petroleum Company referenced in Section 3.9 of the Seller Disclosure Schedule. Any claim for breach of a representation or Subsidiary; In the event that Seller may be obligated warranty pursuant to indemnify Purchaser Indemnified Parties under both subsections subsection (i) or (ii) and any of subsections (iii)-(va) of this Section 10.2, Seller’s obligations 9.2 must be made prior to the second anniversary of the Closing Date and claims made under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. through (c) of this Section 9.2 may be made at any time subject only to the applicable statute of limitations; provided, however, that Seller's aggregate liability for claims made under subsection (a) solely for breaches of representations and warranties under Sections 3.5 through 3.23 shall not exceed $10,000,000; and provided further that Seller shall have no liability (for indemnification or otherwise) with respect to such claims under Sections 10.2(a), until the total aggregate amount of all Damages with respect to such matters claims made hereunder by Buyer Indemnitees exceeds Fifty Thousand Dollars ($50,000)100,000, at which xxxx Xxxxxx shall be liable for all such claims in excess of $100,000. The indemnity provided in this Section 9.2 is Buyer's exclusive remedy for Seller's breach of its representations and then for the total amount of Damageswarranties.

Indemnification by Seller. (a) Seller hereby agrees shall, subject to the other terms and conditions set forth in Article 10, indemnify and hold Purchaser harmless Buyer and its directors, officers, employees, Affiliates, stockholdersincluding the Company, agents, attorneys, representatives, successors and permitted assigns their respective Representatives and equity owners (collectively, the “Purchaser Indemnified Parties”"Buyer Indemnitees") harmless from and against any against, and all Damages will ----------------- pay to the extent based upon Buyer Indemnitees fifty-one percent (51%) of the monetary value of, any Adverse Consequences arising, directly or resulting indirectly, from or incurred in connection with: (i) any breach of, or inaccuracy in, of any representation or warranty made by Seller to the extent made with respect to or of, or regarding, the Company in (A) this Agreement (B) any Officer's Certificate delivered pursuant to the terms of this Agreement or (C) any other certificate or document delivered by Seller pursuant to this Agreement; (ii) any Liabilities of the Company, except for Liabilities (x) reflected or reserved against on the face of the Latest Balance Sheet (including the notes thereto), (y) incurred in the Ordinary Course of Business since the date of the Latest Balance Sheet and (z) Liabilities disclosed in Seller's Disclosure Schedule (which shall include the performance obligations of the Company in accordance with the Company Contracts disclosed in Section 3.14 of Seller's Disclosure Schedule and the payment obligations of the Company in accordance with the employee benefit plans disclosed in Section 3.18 of Seller's Disclosure Schedule), existing at or arising out of a state of facts existing at or before the Closing Date, except to the extent Seller indemnifies Buyer Indemnitees from and against such Liabilities under Section 10.2(a)(i) or Section 10.2(b); and ------------------ --------------- (iii) any documentTaxes with respect to a Pre-Closing Period (including, schedulewithout limitation, instrument any Taxes arising from or certificate delivered hereunder relating to any Tax or Tax Return with respect to a Pre-Closing Period arising from any Transfer Pricing Study). (b) Notwithstanding the foregoing, Seller shall, subject to the other terms and conditions set forth in Article 10, indemnify and hold the Buyer Indemnitees harmless from and against, and will pay to the Buyer Indemnitees one hundred percent (100%) of the monetary value of, any Adverse Consequences arising, directly or indirectly, from or in connection with: (i) any breach of any representation or warranty made by Seller with respect of a claim made based upon alleged facts that if true could constitute solely to itself or its Affiliates (except to the extent any such breach representation or inaccuracywarranty is made with respect to or of, or regarding, the Company) in (A) Article 3 of this Agreement, (B) an Officer's --------- Certificate delivered pursuant to the terms of this Agreement, or (C) any other certificate or document delivered by Seller pursuant to this Agreement, other than the Mutual Release, the JVA Termination Agreement and the Confidentiality Agreement; (ii) any breach or violation by Seller of any Pre-Closing Covenant covenant or Post-Closing Covenant by Sellerobligation in this Agreement; provided, that the covenants of the Ancillary Agreements shall not be considered to be covenants of this Agreement; (iii) any Accounts Receivable set forth on Seller balance sheet as matter disclosed in Section 3.23 ------------ (Transactions with Affiliates) of the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon.Seller's Disclosure Schedule; (iv) any Excluded Liabilitygross negligence, willful or fraudulent misconduct, or knowing or intentional violations of Law, of or by Vitro, Seller or the Company; and (v) any pending litigation on the failure to complete or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided file in Sections 10.1 shall not applya timely manner a Transfer Pricing Study. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.

Indemnification by Seller. (a) “Seller hereby agrees to indemnify and hold General Liabilities” shall mean all Losses resulting from, arising out of, or incurred by any of Purchaser and or its Affiliates, or any of their respective successors or assigns or their respective directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns officers or employees (collectively, the each a “Purchaser Indemnified PartiesParty”) harmless from and against any and all Damages to the extent based upon or resulting from or incurred in connection with: with (i) any breach of, of any of the representations or inaccuracy in, any representation or warranty warranties made by Seller in this Agreement or in any documentAgreement, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) any breach or violation default by Seller in respect of performance of any Pre-Closing Covenant of the covenants or Post-Closing Covenant by Seller; agreements of Seller in this Agreement, (iii) any Accounts Receivable set forth on act performed, law violated, action entered into, or state of facts suffered to exist by the Seller balance sheet as before the Closing Date; (iv) the laws of any jurisdiction relating to sales of property in bulk, whether asserted prior to or subsequent to the Closing Date; (v) any liability or obligation with respect to Completed Jobs; (vi) any attempt (whether or not successful) by any Person to cause or require Purchaser to pay any liability of, or claim against, Seller of any kind in respect of the Closing Date which are not fully collected within one (1) year after Seller’s operations, prior to the Closing Date, net to the extent not specifically assumed by Purchaser under the terms of any applicable reserve for returns this Agreement; or doubtful accounts reflected thereon. (ivvii) any Excluded Liability; and (v) Losses related to or resulting from any pending claims or litigation on or before for events occurring prior to the Closing Date related Date, including those matters identified on Schedule 6.17. Subject to the Businessfurther provisions of this Article XIV, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event Seller covenants and agrees with Purchaser that Seller may be obligated to shall pay, and shall indemnify all Purchaser Indemnified Parties under both subsections (i) or (ii) Parties, and hold them harmless from, against and in respect of, any of subsections (iii)-(v) of this Section 10.2and all Seller General Liabilities. Purchaser shall have the right to offset any Seller General Liabilities against any payments due to Seller, Seller’s obligations under including any of subsections (iii)-(v) Deferred Payment and against the Escrow Amount. In addition, nothing herein shall be controlling and the limitations provided deemed to limit or restrict in Sections 10.1 shall not apply. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of manner any event which would reasonably be expected torights or remedies available at law, or does, give rise thereto. (c) Seller shall have no liability (for indemnification in equity or otherwise) with respect to claims under Sections 10.2(a), until the total against Seller based on a willful misrepresentation or willful breach of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damageswarranty by Seller hereunder.

Indemnification by Seller. (a) Subject to the limitations set forth in Section 9 and in this Section 10, Seller hereby agrees to indemnify will indemnify, defend and hold Purchaser harmless Buyer and its Affiliates and its and their respective officers, directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors agents and permitted assigns Equity Interest holders (collectively, the “Purchaser Indemnified PartiesBuyer Indemnitees”) harmless from and against any and all Damages claims, losses, damages, liabilities, deficiencies, Taxes, penalties, assessments, obligations or expenses of any kind or type, including reasonable third-party legal fees and expenses, but excluding lost profits or other consequential or punitive damages claimed by the Indemnified Party for its own account (collectively, “Losses”), to the extent based upon arising or resulting from or incurred in connection with: (i) any misrepresentation or breach ofof any representation or warranty set forth in Section 5 of this Agreement; provided, or inaccuracy inhowever, that for purposes of determining under this Section 10.1(a) whether any representation or warranty made by Seller in this Agreement or in any documentSection 5 that is qualified by materiality (including Material Adverse Effect) has been breached, scheduleall such materiality qualifiers shall be disregarded as though they were not contained therein, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) any breach or violation nonfulfillment of any Pre-Closing Covenant covenant or Post-Closing Covenant by Seller; obligation of Seller or the Company under this Agreement, (iii) any Accounts Receivable set forth Third Party Claims made in writing on Seller balance sheet as or before the date that is the second anniversary of the Closing Date which are not fully collected within one (1) year after arising from the Closing Dateownership of the Company Assets, net the operation of the Butane Blending Business or any applicable reserve for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation on or Environmental Liability before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (iiiv) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not applyRetained Liabilities. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.

Indemnification by Seller. (a) Subject to the express provisions of this Article XII and except as otherwise provided in Article VIII, Seller hereby agrees to indemnify shall indemnify, defend and hold harmless Parent, Purchaser, their Affiliates and the respective officers, directors, employees and agents of Parent, Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns their Affiliates (collectively, the “Purchaser Indemnified Parties”) harmless from and against any all claims, losses, damages and all Damages costs (including, without limitation, the reasonable fees and expenses of counsel) fines and penalties, whether or not involving a Third Party Claim (collectively, “Losses”) incurred or suffered by a Purchaser Indemnified Party, but only to the extent based upon or resulting from or incurred in connection withattributable to: (i) any breach of, or inaccuracy in, in any material respect as of the Closing Date of any representation or warranty made by Seller in Article V of this Agreement (it being understood that, for purposes of this Article XII, such representations and warranties will be interpreted without giving effect to any qualifications or in any document, schedule, instrument limitations as to “materiality” or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy“Material Adverse Effect”); (ii) any breach or violation by Seller of any Pre-Closing Covenant or Post-Closing Covenant by Sellerof its covenants under this Agreement; (iii) any Accounts Receivable set forth Legal Proceeding filed against or served on Seller balance sheet the Company or its Subsidiaries as of the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon.; (iv) any Excluded Liabilityliabilities for payments to the directors, officers and/or employees of the Company or any of its Subsidiaries not in the ordinary course of business, including retention bonuses, stay pay, termination, indemnity, severance, damage, claim or other payment bonuses, in each case to the extent such obligation arose (i) in connection with the consummation of the transactions contemplated by this Agreement and (ii) prior to the Closing Date; and (v) any pending litigation on or before the Closing Date related liabilities, including funding liabilities, with respect to the Business, Seller Plans or the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not applyDC Plans. (b) Purchaser shall take and shall cause its Affiliates Notwithstanding any provision to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.the contrary: (ci) Seller shall have no liability under Section 12.1(a)(i) in connection with any claim unless and until the aggregate liability that Seller would, but for this Section 12.1(b)(i), have in connection with such claim for any inaccuracy or breach, exceeds an amount equal to $50,000, in which case Seller shall be liable from the first dollar with respect to such claim; provided, however, that if such claim is a Common Claim, then Seller shall be liable from the first dollar with respect to such claim; (ii) Seller shall have no liability under Section 12.1(a)(i) unless and until the aggregate liability of Seller would, but for this Section 12.1(b)(ii), have exceeded on a cumulative basis an amount equal to $5,000,000, and then only to the extent of such excess; provided, however, that if the aggregate liability of Seller would, but for this Section 12.1(b)(ii), have exceeded on a cumulative basis an amount equal to $10,000,000, Seller shall be liable for such aggregate liability from the first dollar; (iii) the aggregate liability of Seller under Section 12.1(a)(i) shall not exceed 20% of the Adjusted Cash Consideration; and (iv) no Purchaser Indemnified Party may make any claim for indemnification under this Article XII if it may make a claim for indemnification with respect to the pertinent subject matter under another Transaction Document (whether or otherwisenot such claim results in a payment of indemnification to any Purchaser Indemnified Party). For purposes of this Section 12.1, “Losses” shall include both capital improvement costs and compensatory monetary damages for violations of law prior to Closing but shall exclude cost incurred to comply with law on an ongoing basis (to the extent such ongoing costs are incurred following the Closing). (c) Except for the indemnification set forth in Section 12.1(a)(iii) and 12.2(a)(iii) with respect to claims under Sections 10.2(a)Third-Party Claims, until the total indemnifications set forth in this Agreement shall specifically exclude Losses arising from or related to the presence or Release of Hazardous Substances, or compliance with Environmental Laws, the terms of which shall be governed by the Environmental Liabilities Agreement. (d) To the extent not transferred by the Company to Seller prior to Closing, Parent agrees to cause the Purchaser Indemnified Parties to assign to Seller all Damages with respect rights (whether such rights arise from insurance, contract, statute or otherwise) that the Purchaser Indemnified Parties may have relating to the liabilities for which Seller, pursuant to this Section 12.1, has indemnified, is in the process of indemnifying or has expressly committed to indemnify Purchaser Indemnified Parties, whether such matters exceeds Fifty Thousand Dollars ($50,000)rights arise prior to or following the Closing. Following the Closing, Parent shall, and then for shall cause the total amount Purchaser Indemnified Parties to, cooperate with Seller in the enforcement of Damagesany such rights, including by making available books, records, contractual agreements, maintenance histories and all other reasonably necessary items (including the computer systems housing such information) and by making available employees on a mutually convenient basis. Parent shall, and shall cause the Purchaser Indemnified Parties to, promptly transfer upon receipt any funds received in connection with such rights.

Indemnification by Seller. (a) Subject to the terms of Section 9.4, Seller hereby agrees to indemnify indemnify, defend and hold Purchaser and harmless Purchaser, its officers, directors, officers, employees, Affiliates, stockholders, agents, attorneys, representativesAffiliates (including ATEC), successors and permitted assigns (collectively, the “"Purchaser Indemnified Parties”") harmless from and against any and all Damages Losses suffered by any Purchaser Indemnified Party to the extent based upon that such Losses arise out of or resulting from relate or incurred in connection with: are attributable to: (ia) any breach of, of the representations or inaccuracy in, any representation or warranty made by warranties of Seller set forth in this Agreement or in any document, schedule, instrument or certificate delivered hereunder pursuant to Section 8.2 (each representation and warranty being read for this purpose without regard to any "materiality," "Material Adverse Effect," "in any material respect" or similar exception or qualifier contained in respect of a claim made based upon alleged facts that if true could constitute any such breach representation or inaccuracy; warranty); (iib) any breach of the covenants or violation agreements of Seller set forth in this Agreement or in any certificate delivered pursuant to Section 8.2; and (c) all Taxes relating to the Seller Tax Period. For purposes of Sections 9.2(c) and 11.1, in the case of any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) any Accounts Receivable set forth Taxes that are imposed on Seller balance sheet as a periodic basis and are payable for a period that begins before the end of the Closing Date Seller Tax Period and ends after the end of the Seller Tax Period, Seller shall indemnify the Purchaser Indemnified Parties for the portion of such Taxes payable for the period ending at the end of the Seller Tax Period. For this purpose, the portion of such Tax payable for the period ending at the end of the Seller Tax Period shall in the case of any Taxes other than Taxes based upon or related to income or sales or use Taxes, be deemed to be the amount of such Taxes for the entire period multiplied by a fraction, the numerator of which is the number of days in the period ending at the end of the Seller Tax Period, and the denominator of which is the number of days in the entire period, taking into account changes in the base on which such Taxes are imposed. In the case of Taxes based upon or related to income or sales or use Taxes attributable to any period that includes but does not fully collected within one (1) year after end on the Closing Date, net such Taxes shall be allocated between the portion of any applicable reserve for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation the period ending on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not applyportion of the period commencing on the day immediately following the Closing Date based upon an interim closing of the books of the applicable Tax payer and a separate computation of the Tax for each such portion as if the portions were separate Tax Periods. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.

Indemnification by Seller. Subject to Section 7.3, Seller agrees to indemnify, defend, and hold Buyer and its affiliates harmless from and against, and to reimburse Buyer with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs, and expenses (including reasonable attorneys' fees) ("Indemnifiable Amounts") of every nature whatsoever incurred by Buyer by reason of or arising out of or in connection with (a) Seller hereby agrees to indemnify and hold Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) harmless from and against any and all Damages to the extent based upon or resulting from or incurred in connection with: (i) any breach ofbreach, or inaccuracy inany claim (including claims by parties other than Buyer) that if true, would constitute a breach, by Company or Seller of any representation or warranty made by of Company or Seller contained in this Agreement or in any document, schedule, instrument or the certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) any Accounts Receivable set forth on Seller balance sheet as of the Closing Date which are not fully collected within one (1) year after the Closing Dateto Buyer pursuant to Section 1.5.1(c), net of any applicable reserve for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply. (b) Purchaser shall take and shall cause its Affiliates the failure, partial or total, of Company or Seller to take all reasonable steps perform any agreement or covenant required by this Agreement to mitigate any Damages upon becoming aware of any event which would reasonably be expected toperformed by it or them, or does, give rise thereto. (c) any tax liability or any assertion of a Tax Authority that, if true, would result in a tax liability of Company relating to any period of time prior to and through the Closing that is not disclosed in the Financial Statements, and in the case of clause (a) above, without giving effect to "materiality" limitations or references to "material adverse effect" set forth therein, if any, solely for purposes of determining the amount of any Indemnifiable Amounts, but not the existence of any breach of any representation or warranty. The obligations of Seller to indemnify Buyer shall be determined without regard to any right to indemnification to which Seller may have in any capacity with Company (other than under Section 7.1.2 below) and Seller shall have not be entitled to any indemnification from Company for Indemnifiable Amounts paid hereunder. There shall be no liability (for indemnification right of contribution from Company or otherwise) any successor thereto with respect to claims under Sections 10.2(a), until the total of all Damages with respect any Indemnifiable Amounts that Seller becomes obligated to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damagespay pursuant to this Article VII.

Indemnification by Seller. (a) Subject to the limitations set forth in this Article X, after the Closing, Seller hereby agrees to shall indemnify and hold Purchaser and its Subsidiaries, and each of their respective officers, directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors agents and permitted assigns representatives (collectively, the “Purchaser Indemnified Parties”) harmless from and against any and all Damages to the extent based upon Losses, which such Purchaser Indemnified Party may at any time suffer or resulting from incur, or incurred become subject to, as a result of, in connection withwith or otherwise with respect to: (i) any breach of, or inaccuracy in, of any representation and or any breach of warranty made by Seller or by a Selling Subsidiary in or pursuant to this Agreement, any Ancillary Agreement and any Seller Document; provided, however, that if any such representation or warranty is qualified in any documentrespect by materiality or Material Adverse Effect, schedule, instrument for purposes of this clause (a) such materiality or certificate delivered hereunder or Material Adverse Effect qualification will in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracyall respects be ignored; (ii) any breach failure by Seller or violation any Selling Subsidiary to perform or fulfill any of its covenants or agreements required to be performed by Seller or any Pre-Closing Covenant Selling Subsidiary under this Agreement, the Ancillary Agreements or Post-Closing Covenant by Sellerany Seller Document; (iii) any Accounts Receivable set forth on Seller balance sheet as of the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon.Excluded Liabilities; (iv) any Excluded Liability; andSeller Employment Related Liabilities; (v) any pending litigation on Seller UK Employment Related Liabilities; (vi) Seller’s failure to comply in all respects with its obligations under Regulation 10 of TUPE; Back to Contents (vii) any Proceedings resulting from Purchaser’s or before it Subsidiaries’ use of Seller’s naming convention and associated Trademarks following the Closing Date related (to the Business, extent such use is permitted pursuant to this Agreement or the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections Transition Services Agreement); (iviii) or (ii) and any of subsections (iii)-(vliability for those matters set forth in Section 10.2(a)(viii) of the Disclosure Schedule; (ix) any fraud or misrepresentation by Seller with respect to the transactions contemplated by this Section 10.2, Seller’s obligations under Agreement or the Ancillary Agreements; or (x) the failure of Seller or the Selling Subsidiaries to comply with any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not applyapplicable bulk sales Laws. (b) (i) From and after the Closing, Seller shall indemnify and hold Purchaser shall take Indemnified Parties harmless from and shall cause its Affiliates to take against any and all reasonable steps to mitigate Losses, which such Purchaser Indemnified Party may at any Damages upon becoming aware of any event which would reasonably be expected time suffer or incur or become subject to, as a result of or does, give rise thereto. (c) Seller shall have no liability (for indemnification in connection with or otherwise) otherwise with respect to any claims under Sections 10.2(a)brought by Seller’s Subsidiaries, until Seller’s shareholders and the total Seller’s shareholders’ wholly-owned Subsidiaries against Purchaser or any of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000)its Subsidiaries arising out of Purchaser’s or its Subsidiaries’ manufacture, and then for the total amount use or sale of DamagesSold Module Products that have been Developed.

Indemnification by Seller. (a) Subject to the terms set forth in this Article XI, from and after the Closing, Seller hereby agrees to shall pay, defend, discharge and indemnify and hold each of Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representativesAffiliates and their respective Representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified PartiesIndemnitees”) against, and hold each of them harmless from and against from, any and all Damages Losses suffered or incurred by any Purchaser Indemnitee (i) to the extent based upon arising or resulting from or incurred in connection with: with any of the Retained Liabilities (iexcluding Losses relating to Taxes other than Losses related to the Taxes set forth on Schedule A-7(1) any breach ofof the Disclosure Schedule), or inaccuracy in, any representation or warranty made by Seller in this Agreement or in any document, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) any breach to the extent specifically attributable to a final settlement or violation other resolution of any Pre-Closing Covenant the Covered Tax Matter or Post-Closing Covenant by Seller; (iii) to the extent arising or resulting from or in connection with any Accounts Receivable set forth on Seller balance sheet as liability, violation or Proceeding relating to any Environmental Law, Environmental Permit or Hazardous Materials (including any Release or presence of the Closing Date which are not fully collected within one (1) year after the Closing Date, net Hazardous Materials and any removal or closure of any applicable reserve for returns underground storage tank or doubtful accounts reflected thereon. (ivrelated piping containing Hazardous Materials) any Excluded Liability; and (v) any pending litigation on or before associated with the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not applyXxxxxx Property. (b) Notwithstanding anything contained in Section 11.02(a), the indemnification obligations of Seller pursuant to Section 11.02(a) are subject to the following limitations. (i) Seller shall not be required to indemnify the Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware Indemnitees in respect of any event Losses for which would reasonably indemnity is claimed under Section 11.02(a)(ii) to the extent that the aggregate amount of such Losses exceeds $960,910.74 (the “Current Amount”) plus the amount of any incremental penalties and interest not currently reflected in the Current Amount and incurred in connection with a final settlement of the Covered Tax Matter. (ii) Seller shall not be expected torequired to indemnify the Purchaser Indemnitees in respect of any Losses for which indemnity is claimed (x) under Section 11.02(a)(ii) to the extent that notice of such Losses is delivered after the two-year anniversary of the Closing Date or (y) under Section 11.02(a)(iii) to the extent notice of such Losses is delivered after the two-year anniversary of the Closing Date (provided that this Section 11.02(b)(ii)(y) shall not apply to any indemnity claim arising or resulting from or in connection with any third-party claim for indemnification received at any time by any Purchaser Indemnitee pursuant to the terms of the relevant sale agreement by which such third party acquired the Xxxxxx Property if such sale agreement was entered into on or prior to the Closing Date). (iii) To the extent the aggregate amount of Losses for which an indemnity is claimed under Section 11.02(a)(iii) exceeds $2,000,000, or does, give rise theretoSeller shall not be required to indemnify the Purchaser Indemnitees in respect of such excess amounts. (c) Seller Prior to the earlier of the two-year anniversary of the Closing Date and the closing of the sale of the Xxxxxx Property to an unaffiliated third party, neither Purchaser nor any of its subsidiaries shall have no liability (for indemnification or otherwisetake any of the actions set forth on Section 11.02(c) with respect to claims under Sections 10.2(a), until of the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of DamagesDisclosure Schedules.

Indemnification by Seller. (a) Seller hereby agrees to indemnify shall indemnify, defend and hold Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) harmless Buyer from and against any and all Damages to the extent based upon claims, actions, causes of action, demands assessments, losses, damages, liabilities, judgments, settlements, penalties, costs, and expenses (including reasonable attorneys’ fees and expenses), of any nature whatsoever (collectively, “Damages”), asserted against, resulting from, imposed upon, or incurred by Buyer, directly or indirectly, by reason of or resulting from or incurred in connection with: (i) any breach ofby Company or Seller of its representations, or inaccuracy in, any representation or warranty made by Seller warranties and covenants contained in this Agreement or in any documentAgreement, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) any breach Liens (except for Permitted Encumbrances) (other than claims contested in good faith for which adequate reserves have been established or violation adequate insurance exists) against the Company Properties filed or arising between execution of any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) any Accounts Receivable set forth on Seller balance sheet as of the Closing Date which are not fully collected within one (1) year after this Agreement and the Closing Date. Notwithstanding the foregoing, net of any applicable reserve for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 Buyer shall not apply. (b) Purchaser shall take and shall cause its Affiliates be entitled to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) indemnification from Seller shall have no liability (for indemnification or otherwise) with respect to claims that Company or Seller would have otherwise had notice of prior to the Closing Date had Buyer complied with Section 8.07 in all material respects. 21. Xxxxxxxx Foundation is hereby added as a “Seller” under Sections 10.2(a)the PSA and agrees to be bound as a seller under the PSA. 22. The parties hereby delete Exhibit “C” and Schedule 9.01(g) from the PSA. 23. Amended and restated Schedules and Exhibits to the PSA are annexed hereto. 24. The following sentence shall be added to the end of Section 3.20 of the PSA: Seller and Company represent and warrant that Schedule 3.20 represents, until to the total best of Seller’s and Company’s knowledge, a true and accurate print out of all Damages the Company’s accounts payable as of the date of such print out. As used in this Fourth Amendment to Purchase and Sale Agreement, “accounts payable” shall have the meaning ascribed thereto under Generally Accepted Accounting Principals; provided that, the following are specifically excluded from the defined term “accounts payable”: any claims and liabilities described on Schedule 3.07. 25. Notwithstanding anything to the contrary contained in the PSA, although Seller shall be obligated to satisfy all MBL Debt outstanding at the time of the Closing, Seller shall not be obligated to have any Liens in favor of MBL granted by the Company cancelled or released (it being the intention of Buyer for such Liens to remain in force and effect with respect to any MBL borrowings by Buyer) and neither the Seller nor the Company make any representations or warranties regarding such matters exceeds Fifty Thousand Dollars Liens. ($50,000As clarification, Seller shall be obligated to deliver the Membership Interests unto Buyer free and clear of all Liens.) 26. The parties acknowledge and agree that Seller shall be entitled to receive any sums paid by or due from MBL to Seller or the Company relating to income tax liabilities of Seller with respect to the 2007 and 2008 tax years. The parties further acknowledge and agree that the substance of this paragraph 26 shall in no way create an obligation on the Company after Closing relating to income tax liabilities of Seller with respect to the 2007 and 2008 tax years. 27. As referenced in a letter from counsel for Buyer of February 7, 2008, the Company has incurred a problem with a well in the South Atchafalaya Bay Area on OA 0276 (formerly State Lease 8396) (the “Well Problem”). Buyer hereby agrees that Buyer shall not be entitled to assert or recover from or against Seller, and Seller shall not have any obligation to indemnify, defend or hold harmless Buyer, from or against, any Damages incurred by Buyer, directly or indirectly, nor shall there be any adjustment to the Purchase Price, by reason of or resulting from the Well Problem or the settlement of any insurance claim(s) relating thereto. Further, Buyer acknowledges and consents to the execution of that certain Settlement Agreement and Release, dated March 26, 2008, among Harvest Oil and each of the insurers /underwriters subscribing to Policy No. B11252006Q2N1011. 28. Reference is made to that certain Agreement (the “Termination Agreement”), dated July 11, 2008, by and then for among Harvest Oil and Gas, LLC, The Harvest Group, LLC, Macquarie Bank Limited, and Macquarie Americas Corp. The representations and warranties of Seller under the total amount PSA shall be subject to the provisions of Damagesthe Termination Agreement and Buyer hereby consents to the execution of the Termination Agreement and all agreements executed pursuant thereto and acknowledges the obligations of Harvest Oil and Gas, LLC and The Harvest Group, LLC thereunder; provided that, Seller shall be obligated to satisfy the obligations of the Company under Section 2(a) thereof. 29. Notwithstanding anything to the contrary set forth in the PSA, Seller shall not be obligated to pay, or to cause Company to pay, the existing line of credit of Harvest Oil & Gas, LLC or The Harvest Group LLC to Capital One, National Association, and Buyer shall cause the Company to arrange to have Seller released as a guarantor of such indebtedness on or within five (5) business days of the Closing Date. 30. Buyer shall comply with the provisions set forth on Exhibit “D” hereto. 31. In connection with the foregoing, and only in connection with the foregoing, the PSA is hereby amended, but in all other respects all of the terms and conditions of the PSA remain unaffected. 32. This Fourth Amendment to Purchase and Sale Agreement may be executed in several counterparts, and if fully executed shall constitute the agreement, binding upon all the parties hereto, notwithstanding all the parties are not signatories to the original and same counterparts.

Indemnification by Seller. Subject to the limitations set forth in this Article X, Seller agrees to indemnify Buyer against, and agrees to defend and hold Buyer harmless from, any and all Losses incurred or suffered by Buyer relating to or arising out of or in connection with any of the following: (a) Seller hereby agrees to indemnify and hold Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) harmless from and against any and all Damages to the extent based upon or resulting from or incurred in connection with: (i) any Any breach of, of or inaccuracy in, in any representation or warranty made by Seller in this Agreement or any Related Agreement or any document delivered at the Closing; provided, however, that (A) except for breaches of or inaccuracies in any documentTax Warranties or Title and Authorization Warranties, schedulea notice of Buyer's claim shall have been given to Seller not later than the close of business on the Survival Date, instrument or certificate delivered hereunder or and (B) in respect the case of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) any Accounts Receivable set forth on Seller balance sheet as Tax Warranty, a notice of the Closing Date which are Buyer's claim shall have been given to Seller not fully collected within one (1) year after later than the Closing Tax Statute of Limitations Date, net of any applicable reserve for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply.or (b) Purchaser shall take and shall cause its Affiliates Any breach of or failure by Seller or the Company to take all reasonable steps to mitigate perform any Damages upon becoming aware covenant or obligation of such party set out or contemplated in this Agreement or any event which would reasonably be expected to, Related Agreement or does, give rise theretoany document delivered at the Closing. (c) Seller Any accounts receivable, group rating receivable, intercompany receivable, shareholder receivable, or similar receivable (the "Receivables") reflected on the Closing Balance Sheet which remain outstanding on and after 180 days after the Closing Date. Indemnification under this Section 10.3(c) shall have no liability (for indemnification or otherwise) with respect not be subject to claims under Sections 10.2(a), until any of the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.limitations set forth in this Article X.

Indemnification by Seller. (a) Seller hereby agrees to indemnify defend, indemnify, and hold Purchaser and Buyer, its employees, directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectivelyindividually and collectively the "lndemnitees"), the “Purchaser Indemnified Parties”) harmless from and against any and all Damages claims, demands, suits, actions, legal proceedings, liabilities, losses, injuries, penalties, assessments, expenses, delay damages, liquidated damages, attorneys' fees and/or costs whatsoever, (collectively "Claims/Liabilities") incident to or arising out of the performance of the Purchase Order, to the extent based such Claims/Liabilities are caused by Seller's negligence and/or willful misconduct and result from: (a) liability imposed by law or otherwise upon Buyer or resulting from any other lndemnitee for damages because of bodily injury, including death, sustained by any person or incurred in connection with: (i) any breach ofpersons, or inaccuracy inon account of damage to property, any representation or warranty made by Seller in this Agreement arising out of or in any document, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) any Accounts Receivable set forth on Seller balance sheet as consequence of the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon. (iv) any Excluded LiabilityArticles supplied hereunder; and (v) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected tointellectual property infringement or other intellectual property claims, or does, give rise thereto. (c) except that Seller shall have no liability under this Article 5 for infringement (i) for indemnification any method patent where the Articles are used with other apparatus for carrying out a process resulting in a combination of steps which is deemed to infringe a method patent or otherwisepatent directed to a combination of steps, (ii) where the Articles are modified by Xxxxx, (iii) where the Articles are used by Buyer in a manner different than the use communicated to and understood by Seller at the time the Articles were sold to Buyer and such use constitutes infringement, or (iv) with respect to claims if infringement where the Articles were designed and manufactured in accordance with the design or specifications furnished or required by Buyer. In the case of claims against Buyer and or the other lndemnitees by any employee of Seller, anyone directly or indirectly employed by the Seller, or anyone from whose acts Seller may be liable, the indemnification obligations under Sections 10.2(a)this Purchase Order shall be not reduced in any way by any limitation on the amount or types of damages, until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000)compensation or benefits payable by or for Seller under workers' compensation acts, and then for the total amount of Damagesdisability benefits acts or other employee benefits acts.

Indemnification by Seller. (a) Subject to the provisions of Article VII and Article VIII, from and after the Closing, Seller hereby agrees to indemnify and hold harmless Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors directors and permitted assigns affiliates (collectively, including the Acquired Companies) (the “Purchaser Indemnified PartiesPersons”) harmless from and ), against any and all Damages Losses (other than Losses relating to Taxes for which the extent based upon indemnification provisions in Section 7.1 shall govern) incurred or resulting from suffered by the Purchaser Indemnified Persons, or incurred in connection withany of them, as a result of: (i) any the breach of, or inaccuracy in, of any representation or warranty made by Seller in this Agreement (subject to survival or in any document, schedule, instrument the duration of survival of such representation or certificate delivered hereunder or in respect warranty pursuant to the terms of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracythis Agreement); (ii) any the breach or violation of any Pre-Closing Covenant covenant or Post-Closing Covenant agreement made by SellerSeller in this Agreement or any other Transaction Document (other than the Transition Services Agreement and the HQ Sublease); (iii) any Accounts Receivable set forth on Seller balance sheet as of claim for brokerage or finder’s fees payable by any Acquired Company in connection with the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon.transactions contemplated by this Agreement; (iv) any Excluded Liabilityliabilities, expenses, obligations or claims to the extent arising from the actions or omissions of (A) the Seller and its Subsidiaries (other than the Acquired Companies) and (B) the Acquired Companies prior to Closing, in each case, related to Met Center 10; andprovided, that indemnification under this clause (iv) shall not cover or include any liabilities, expenses, obligations or claims paid or satisfied prior to the Closing or reflected on the Financial Statements (including legal and expert fees and expenses) relating to Met Center 10; provided, further, that indemnification under this clause (iv) shall not cover or include any legal and expert fees and expenses relating to Met Center 10 that have not been paid or satisfied prior to the Closing or reflected on the Financial Statements (“Unpaid Met 10 Legal Expenses”) except to the extent (and only to the extent) that the aggregate amount of such Unpaid Met 10 Legal Expenses exceeds $650,000; (v) any pending litigation on liabilities, expenses, obligations or before claims for severance payments that are required to be paid by an Acquired Company (1) to any individual who was an employee of an Acquired Company immediately prior to the Closing and who is terminated by an Acquired Company (and not hired by another Acquired Company or any Affiliate thereof) within sixty (60) days after the Closing Date related (any such individual, a “Promptly Terminated Employee”) and (2) pursuant to the Businessterms (as in effect immediately prior to the Closing) of any employment agreement or employment offer letter applicable to such Promptly Terminated Employee that was in force and effect immediately prior to the Closing or any Employee Plan maintained by an Acquired Company that was in force and effect immediately before the Closing; provided, that, for the Purchased Assetsavoidance of doubt, (A) indemnification under this clause (v) shall only cover liabilities, expenses, obligations or claims for contractual severance payment obligations or other severance commitments pursuant to the Assumed Liabilitiesterms (as in effect immediately prior to the Closing) of an employment agreement or employment offer letter applicable to such Promptly Terminated Employee that was in force and effect immediately prior to the Closing or any Employee Plan maintained by an Acquired Company that was in force and effect immediately prior to the Closing and (B) indemnification under this clause (v) shall not cover any other liabilities, expenses, obligations or Subsidiary; In the event claims that Seller arise or may be obligated to indemnify Purchaser Indemnified Parties under both subsections asserted as a result of the termination of any employee of an Acquired Company (iincluding claims for wrongful termination or discrimination); or (vi) fraud by Seller or (ii) and any of subsections its Subsidiaries (iii)-(v) of this Section 10.2, Seller’s obligations under other than the Company or any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not applyother Acquired Company). (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.

Indemnification by Seller. (a) Subject to the terms set forth in this Article XI, from and after the Closing, Seller hereby agrees to shall pay, defend, discharge and indemnify and hold each of Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representativesAffiliates and their respective Representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified PartiesIndemnitees”) against, and hold each of them harmless from and against from, any and all Damages Losses suffered or incurred by any Purchaser Indemnitee (i) to the extent based upon arising or resulting from or incurred in connection with: with any of the Retained Liabilities (iexcluding Losses relating to Taxes other than Losses related to the Taxes set forth on Schedule A-7(1) any breach ofof the Disclosure Schedule), or inaccuracy in, any representation or warranty made by Seller in this Agreement or in any document, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) any breach to the extent specifically attributable to a final settlement or violation other resolution of any Pre-Closing Covenant the Covered Tax Matter or Post-Closing Covenant by Seller; (iii) to the extent arising or resulting from or in connection with any Accounts Receivable set forth on Seller balance sheet as liability, violation or Proceeding relating to any Environmental Law, Environmental Permit or Hazardous Materials (including any Release or presence of the Closing Date which are not fully collected within one (1) year after the Closing Date, net Hazardous Materials and any removal or closure of any applicable reserve for returns underground storage tank or doubtful accounts reflected thereon. (ivrelated piping containing Hazardous Materials) any Excluded Liability; and (v) any pending litigation on or before associated with the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not applyXxxxxx Property. (b) Notwithstanding anything contained in Section 11.02(a), the indemnification obligations of Seller pursuant to Section 11.02(a) are subject to the following limitations. (i) Seller shall not be required to indemnify the Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware Indemnitees in respect of any event Losses for which would reasonably indemnity is claimed under Section 11.02(a)(ii) to the extent that the aggregate amount of such Losses exceeds $960,910.74 (the “Current Amount”) plus the amount of any incremental penalties and interest not currently reflected in the Current Amount and incurred in connection with a final settlement of the Covered Tax Matter. (ii) Seller shall not be expected torequired to indemnify the Purchaser Indemnitees in respect of any Losses for which indemnity is claimed (x) under Section 11.02(a)(ii) to the extent that notice of such Losses is delivered after the two-year anniversary of the Closing Date or (y) under Section 11.02(a)(iii) to the extent notice of such Losses is delivered after the two-year anniversary of the Closing Date (provided that this Section 11.02(b)(ii)(y) shall not apply to any indemnity claim arising or resulting from or in connection with any third-party claim for indemnification received at any time by any Purchaser Indemnitee pursuant to the terms of the relevant sale agreement by which such third party acquired the Xxxxxx Property if such sale agreement was entered into on or prior to the Closing Date). (iii) To the extent the aggregate amount of Losses for which an indemnity is claimed under Section 11.02(a)(iii) exceeds $2,000,000, or does, give rise theretoSeller shall not be required to indemnify the Purchaser Indemnitees in respect of such excess amounts. (c) Seller Prior to the earlier of the two-year anniversary of the Closing Date and the closing of the sale of the Xxxxxx Property to an unaffiliated third party, neither Purchaser nor any of its subsidiaries shall have no liability (for indemnification or otherwisetake any of the actions set forth on Section 11.02(c) with respect to claims under Sections 10.2(a), until of the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.Disclosure Schedules. 70 SECTION 11.03

Indemnification by Seller. (a) Seller hereby agrees to indemnify each of Osage and Sub (individually, an "Indemnified Party" and collectively, "Indemnified Parties") against and hold Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) each harmless from and against any and all Damages to the extent based upon or resulting from or incurred in connection withfollowing: (i) any liability, loss, damage or deficiency resulting from or arising out of any inaccuracy in or breach of, or inaccuracy in, of any representation or warranty made by Seller in this Agreement Agreement, in any Related Document to which Seller was a signatory or in any document, schedule, instrument other agreement or certificate document delivered hereunder by or on behalf of Seller in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracyconnection with the transactions contemplated by this Agreement; (ii) any breach or violation liability of any Pre-Closing Covenant or Post-Closing Covenant Seller not expressly assumed by SellerBuyer under the terms of this Agreement; (iii) any Accounts Receivable set forth on Seller balance sheet as of the Closing Date which are not fully collected within one (1) year after the Closing Dateliability, net loss, damage or deficiency resulting from or arising out of any applicable reserve for returns breach or doubtful accounts reflected thereon.nonperformance of any covenant or obligation made or incurred by Seller in this Agreement, in any Related Document to which Seller was a signatory or in any other agreement or document delivered by or on behalf of Seller in connection with the transactions contemplated by this Agreement; and (iv) any Excluded Liability; and and all reasonable costs and expenses (vincluding reasonable legal and accounting fees) any pending litigation on or before the Closing Date related to any of the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; foregoing. In the event that Buyer makes a Claim which is determined by a court of competent jurisdiction to be without reasonable basis in law or fact, Buyer shall bear all reasonable costs and expenses (including court costs and reasonable legal and accounting fees), incurred by Seller may be obligated in investigating and defending against such Claim. Buyer shall offset any amounts due to indemnify Purchaser Indemnified Parties it under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s 11.2 against the Escrow Fund to the extent amounts in the Escrow Fund are available. Seller has the right to satisfy any obligations under this Section 11.2 in excess of the amounts in the Escrow Fund, by tendering to Buyer any Additional Shares issued and received under Section 3.5 for surrender to Osage and cancellation. For the purposes hereof, the value of subsections (iii)-(v) the Additional Shares surrendered to satisfy any Claims hereunder shall be controlling and the limitations provided in Sections 10.1 shall not applyvalue accorded such shares under Section 3.5(e). (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.