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) 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. (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 ▇▇▇▇▇▇ ▇▇▇ Guide, (B) the Seller’s reckless disregard of its obligations or duties under this Agreement, the Servicing Contract or the ▇▇▇▇▇▇ Mae Guide, (C) the Seller’s breach of its representations, warranties or covenants under this Agreement, the Servicing Contract or the ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇ 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) 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) 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) 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) Seller hereby agrees Seller, its Affiliates, assigns and successor’s in interest agree 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 indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be a $7,500 minimum threshold. In no event shall Seller’s indemnification obligation under Section 10.2 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim 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 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. (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. 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) Subject to the provisions of this Article VIII, and other than with respect to Taxes, which shall be governed exclusively by Section 6.02, from and after the Closing, Seller hereby agrees to shall indemnify and hold Purchaser Buyer and its directorsAffiliates and any of their respective former, current and future direct or indirect equity holders, controlling Persons, officers, directors, general or limited partners, members, managers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns assignees (collectively, the “Purchaser Buyer Indemnified Parties”) against, and shall hold the Buyer Indemnified Parties harmless from and against from, any and all Damages to the extent based upon or Losses resulting from from, arising out of, or incurred by the Buyer Indemnified Parties in connection with: (i) any breach of any representation and warranty contained in Article II and/or Article III or any certificate delivered by or on behalf of Seller hereunder at or prior to the Closing (with such representation or warranty being read without regard to any qualifications or limitations relating to materiality, Material Adverse Effect or similar expressions for the purpose of calculating the amount of any Losses resulting from, arising out of, or inaccuracy in, any representation or warranty made incurred by Seller the Buyer Indemnified Parties 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 connection with such breach or inaccuracybreach); (ii) any breach or violation of any Pre-Closing Covenant covenant or Post-Closing Covenant agreement contained in this Agreement to be performed or complied with by Seller; (iii) any Accounts Receivable set forth on Seller balance sheet as (x) Unpaid Transaction Expenses and/or (y) Indebtedness for Borrowed Money that is outstanding immediately prior to the Closing, in each case, to the extent not taken into account for purposes of determining the Closing Date 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.Purchase Price and/or repaid in accordance with Section 1.03(c); and/or (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related claims relating to the Business, this Agreement or the Purchased Assetstransactions contemplated by this Agreement, the Assumed Liabilitiesby any past, present or Subsidiary; In the event that future holder of any equity or other interests whatsoever in 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 applyAffiliate thereof. (b) Purchaser The indemnification provided for in Section 8.02(a) shall take and be subject to the following limitations: (i) Seller shall cause its Affiliates to take all reasonable steps to mitigate not have any Damages upon becoming aware liability under Section 8.02(a)(i) (other than in respect of any Seller Fundamental Representation) unless the aggregate of all Losses relating thereto for which Seller would be liable, but for this section, exceeds on a cumulative basis, an amount equal to 1% of the sum of (x) the Closing Date Purchase Price and (y) the Base Transaction Incentive Plan Amount (the “Deductible”), and then only to the extent such Losses exceed the Deductible; (ii) Seller’s aggregate liability under Section 8.02(a)(i) (other than in respect of any Seller Fundamental Representation) shall in no event which exceed 15% of the sum of (x) the Closing Date Purchase Price and (y) the Base Transaction Incentive Plan Amount (the “Cap”); (iii) no claim for indemnification by the Buyer Indemnified Parties under Section 8.02(a)(i) (other than in respect of any Seller Fundamental Representation) shall be asserted where the amount that would reasonably otherwise be expected to, or does, give rise theretopayable by Seller hereunder relating to such claim is less than $25,000; and (iv) in no event will the aggregate liability of Seller for all Losses claimed by the Buyer Indemnified Parties under this Agreement exceed the Purchase Price actually received by Seller. (c) Notwithstanding any other provision in this Agreement to the contrary, Seller shall have not be liable to, or indemnify, the Buyer Indemnified Parties for any Losses solely to the extent such Losses were taken into account in the final determination of Net Working Capital pursuant to Section 1.04. In no liability event shall (i) Seller be liable for indemnification (x) any Losses that are punitive or otherwiseconsequential damages, regardless of the form of action through which such damages are sought or (y) with respect any Losses that are lost profits of any Person (but only to claims under Sections 10.2(athe extent that such lost profits would be deemed to constitute consequential damages), until unless, in the total case of all Damages each of clauses (x) and (y) immediately above, but subject to the other limitations in this Section 8.02, such Losses are recovered by a third party in a Third Party Claim pursuant to an order entered against an Indemnified Party or in a settlement agreement to which an Indemnified Party is a party and/or (ii) any Buyer Indemnified Party calculate Losses on the basis of any (x) diminution in the value of debt or equity securities or the market value of loans or (y) multiple of revenues, cash flows, profits or similar methodologies. (d) The Buyer Indemnified Parties shall not be entitled to recover any Losses relating to any matter arising under one provision of this Agreement to the extent that the Buyer Indemnified Parties had already recovered such Losses with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount matter pursuant to other provisions of Damagesthis Agreement.

Indemnification by Seller. (a) Seller hereby agrees Seller, its Affiliates, assigns and successor’s in interest agree 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 indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be a $7,500 minimum threshold. In no event shall Seller’s indemnification obligation under Section 10.2 exceed sixty (60) percent of the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim 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 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 indemnify From 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 SELLER shall indemnify, hold harmless, and defend BUYER from and against all losses and liabilities, including reasonable attorneys' fees and expenses, arising out of any applicable reserve for returns actions, suits, or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation on or before proceedings commenced prior to the Closing Date related (other than proceedings to prevent or limit the Business, consummation of the Purchased Assets, Acquisition) relating to operations at the Assumed Liabilities, or Subsidiary; In Offices and/or the event that Seller may Deposit Liabilities of the Offices. The obligations of SELLER under this Section 8.03 shall be obligated to indemnify Purchaser Indemnified Parties under both subsections contingent upon BUYER giving SELLER written notice (i) of receipt by BUYER of any process and/or pleadings in or relating to any actions, suits, or proceedings of the kinds described in this Section 8.03, including copies thereof, and (ii) of the assertion of any claim or demand relating to the operation of the Offices and/or the Deposit Liabilities or Office Loans prior to the Closing, including, to the extent known to BUYER, the identity of the person(s) or entity(ies) asserting such claim or making such demand and the nature thereof, and including copies of any correspondence or other writings relating thereto. The rights of subsections (iii)-(v) of BUYER under this Section 10.2section shall not apply to any suits, Seller’s obligations under any of subsections (iii)-(v) judgments, demands, set-offs, or other claims arising directly or indirectly in conjunction with the Office Loans or other Assets transferred in accordance with this Agreement except claims for personal injury arising from injuries occurring at the Offices prior to the Closing. All notices required by the preceding sentence shall be controlling and given within fifteen days of the limitations provided in Sections 10.1 receipt by BUYER of any such process or pleadings or any oral or written notice of the assertion of any such claims or demands. SELLER shall not apply. (b) Purchaser shall take and shall cause its Affiliates have the right, subject to the provisions of Section 8.05 hereof, to take all reasonable steps over BUYER's defense in any such actions, suits, or proceedings through counsel selected by SELLER, to mitigate compromise and/or settle the same and to prosecute any Damages upon becoming aware available appeals or reviews of any event which would reasonably adverse judgment or ruling that may be expected to, or does, give rise theretoentered therein. The covenants and obligations of SELLER hereunder shall survive the Closing. (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 Date, Seller hereby agrees to indemnify and shall indemnify, defend and hold Purchaser Buyer harmless, and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) harmless from shall reimburse Buyer for and against any and all Damages to the extent based upon actions, losses, expenses, damages, liabilities, taxes, penalties or assessments, judgments and costs (including reasonable legal expenses related thereto) resulting from or incurred in connection witharising out of: (ia) Any breach by Seller of any breach ofrepresentation, or inaccuracy inwarranty contained in this Agreement, any representation or warranty made by Seller in this Ancillary Agreement or in any documentcertificate, exhibit, schedule, instrument or certificate delivered hereunder other document furnished to or to be furnished 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 transactions contemplated hereby; (iib) any Any non-fulfillment or breach or violation by Seller of any Pre-Closing Covenant covenant, agreement, term or Post-Closing Covenant by Sellercondition contained in this Agreement, any Ancillary Agreement or in any certificate, exhibit, schedule, or other document furnished or to be furnished pursuant hereto or in connection with the transactions contemplated hereby; (iiic) Any material inaccuracy in any Accounts Receivable set forth on covenant, representation, agreement or warranty by Seller balance sheet as of including all material statements or figures contained in 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 LiabilityFinancial Statements heretofore furnished to Buyer; and (vd) Any liabilities of any pending litigation on kind or before nature, absolute or contingent not assumed by Buyer including, without limitation, any liabilities relating to or arising from the business and operation of the Station by Seller prior to the Closing Date related Date. Notwithstanding any other provision contained herein, Seller shall be solely responsible for any fine or forfeiture imposed by the Commission relating to the Business, operation of the Purchased Assets, Station prior to 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 Closing Date. Anything in this Section 10.29.1 to the contrary notwithstanding, Seller’s obligations under any of subsections (iii)-(v) Buyer shall be controlling and entitled to indemnity only to the limitations provided in Sections 10.1 shall not applyextent that all damages exceed an aggregate of $25,000. (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 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) 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) 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 terms and conditions of this Article 6, Seller hereby agrees to indemnify indemnify, defend and hold harmless Purchaser from, against, for and its directorsin respect of any and all Losses asserted against, officersrelating to, employeesimposed upon or incurred by Purchaser by reason of, Affiliatesresulting from, stockholders, agents, attorneys, representatives, successors and permitted assigns based upon or arising out of any of the following (collectively, the “Purchaser Indemnified PartiesIndemnifiable Losses”) harmless from and against any and all Damages to the extent based upon or resulting from or incurred in connection with:): (i) any breach ofthe breach, inaccuracy, untruth or inaccuracy in, incompleteness of any representation or warranty of Seller contained in or made pursuant to this Agreement or any agreement, certificate, schedule or exhibit delivered by Seller in connection with 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 the breach or violation nonperformance of any Pre-Closing Covenant covenant or Post-Closing Covenant by Selleragreement of Seller contained in or made pursuant to this Agreement or any agreements executed in connection herewith of the Ancillary Agreements; (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 liability for returns or doubtful accounts reflected thereon.Transaction Taxes; (iv) any all Excluded LiabilityLiabilities; andor (v) any pending litigation on or before operations of the Closing Date related Business 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 applydate hereof. (b) Nothing contained in this Article 6 shall limit in any manner any remedy at law or in equity to which Purchaser shall take and be entitled against Seller as a result of fraud or intentional misrepresentation by Seller, or any of its respective representatives or agents. The provisions of Section 6.3(a) above shall cause its Affiliates not limit, in any manner, Seller’s obligation to take all reasonable steps to mitigate indemnify Purchaser for any Damages upon becoming aware breach of any event which would reasonably covenant or agreement of Seller to be expected toperformed by Seller following the date hereof, or doesincluding, give rise theretowithout limitation, Seller’s obligation to perform and discharge all Excluded Liabilities and Seller’s obligations arising out of agreements executed in connection herewith. (c) Seller shall have no liability (Claims Offset. Purchaser may in good faith offset any Losses for which it in good faith is seeking indemnification or otherwise) with respect to claims under Sections 10.2(a), until hereunder against the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total principal amount of Damagesthe Holdback Note and/or the amount of any Earnout Amount payable; provided, however, that Purchaser shall be liable for any amounts so offset to the extent such amounts are finally determined not to be Indemnifiable Losses.

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) Subject to the terms and conditions of this Article 11, Seller hereby agrees to shall indemnify and hold Purchaser and save Purchaser, its directorsshareholders, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns directors or employees (collectively, the “Purchaser Indemnified Parties”"Purchaser" as used in this Article 11) harmless from and against any and all Damages losses, claims, damages, liabilities, costs, expenses or deficiencies including, but not limited to, reasonable attorneys' fees and other costs and expenses reasonably incident to proceedings or investigations or the extent based upon defense or settlement of any claim or claims, incurred by or asserted against Purchaser, the Selected Assets or the Assumed Contracts due to or resulting from or incurred in connection withfrom: (i) any 11.1.1 the inaccuracy or breach of, or inaccuracy in, of any representation or warranty made by of Seller given in or pursuant to 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) 11.1.2 any breach or violation default in the performance by Seller of any Pre-Closing Covenant of its covenants, obligations or Post-Closing Covenant by Selleragreements in or pursuant to this Agreement; (iii) 11.1.3 any Accounts Receivable set forth on liability or obligation of Seller balance sheet as not expressly assumed by the Purchaser pursuant to this Agreement, including without limitation, the matters described in Section 2.1 above; 11.1.4 the ownership, conduct or operation of the Closing Date which are not fully collected within one (1) year after Business or the ownership or use of the Selected Assets or Assumed Contracts at any time prior to the Effective Closing Date, net or any incident, occurrence, condition or claim existing, arising or accruing prior to the Effective Closing Date and relating to the operation or conduct of the Business or the ownership or use of the Selected Assets or Assumed Contracts other than any applicable reserve for returns liability or doubtful accounts reflected thereon. (iv) any Excluded Liabilityobligation of Seller expressly assumed by Purchaser pursuant to this Agreement; and (v) any pending litigation on or before 11.1.5 tax liabilities pertaining to operations of the Closing Date related Business prior to the BusinessClosing. The foregoing are collectively referred to as "Indemnifiable Damages"; provided however, that Purchaser shall not assert a claim against Seller for Indemnifiable Damages unless the Purchased Assets, aggregate of such damages exceeds $50,000.00 (the Assumed Liabilities, or Subsidiary; "Indemnity Threshold"). In the event that Seller may be obligated to indemnify the aggregate amount of claims exceeds the Indemnity Threshold then 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 entitled to recover from Seller all of 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 Indemnifiable Damages.

Indemnification by Seller. (a) Seller hereby agrees Subject to indemnify the terms and conditions of this Article XIV, RIA and each Principal Stockholder, jointly and severally, shall indemnify, defend and hold Purchaser APPM and its Buyer and their respective directors, officers, members, managers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors attorneys and permitted assigns Affiliates (collectively, the “Purchaser Indemnified Parties”"Buyer Indemnitees") 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 Indemnitees arising out of or resulting from or incurred in connection withfrom: (i1) any a breach of, or inaccuracy in, of any representation or warranty made by (without giving effect to any Material Adverse Effect qualifier contained as part of any such representation or warranty) or covenant of Seller in this Agreement contained herein or in any document, schedule, instrument Schedule or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracyhereunder; (ii2) any breach violation (or violation alleged violation) by Seller and/or any of its past or present directors, officers, partners, shareholders, employees (including, without limitation, any Pre-Closing Covenant Physician Employee), agents, consultants and Affiliates of state or Post-Closing Covenant by Seller; federal laws governing health care fraud and abuse (iiiincluding, but not limited to, fraud and abuse in the Medicare and Medicaid programs) 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 occurring on or before the Closing Date related date hereof, or any overpayment or obligation (or alleged overpayment or obligation) arising out of or resulting from claims submitted to any Payor on or before the Businessdate hereof; (3) any liability under the Securities Act, the Purchased AssetsExchange Act or any other federal or state "blue sky" or securities law or regulation, the Assumed Liabilitiesat common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to Seller (including any Seller Subsidiary) or any Principal Stockholder, and provided to APPM or its counsel by Seller, specifically for inclusion in any preliminary prospectus, registration statement or prospectus forming a part thereof, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) any amendment thereof 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 supplement thereto. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until arising out of or based upon any omission or alleged omission to state therein a material fact relating to Seller required to be stated therein or necessary to make the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.statements therein not misleading; and

Indemnification by Seller. (a) From the Closing Date, in addition to all other obligations of Seller hereby agrees to indemnify Buyer set forth in this Agreement, Seller shall indemnify, defend and hold Purchaser harmless Buyer, Buyer’s Affiliates and its their respective directors, officers, -42- TERMINAL SALE AND PURCHASE AGREEMENT (▇▇▇▇▇▇ (WEST)) EXECUTION VERSION 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 Loss resulting from or incurred in connection with: (i) any breach offrom, related to, or inaccuracy inarising out of: (a) the breach by Seller (or any shareholder, officer, director, employee of Seller) of any representation or warranty made by Seller contained in this Agreement Agreement, in any Exhibit or Schedule to this Agreement, or in any document, scheduleinstrument, instrument agreement or certificate delivered hereunder under this Agreement, (b) the breach by Seller (or any shareholder, officer, director, employee of Seller) of any covenant or agreement contained in this Agreement, in any Exhibit or Schedule to this Agreement, or in any document, instrument, agreement or certificate delivered under this Agreement, or (c) liabilities constituting a part of, or relating or resulting from, the Exclusions; provided, that, with respect to a loss of the type referred to in clause (a) above, Seller shall have no indemnification obligation for any such Loss if Seller has not received a claim made based upon alleged facts that if true could constitute any from Buyer (specifying in reasonable detail the basis for such breach or inaccuracy; (iiLoss) 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 following the Closing Date, net or, if such Loss results from a breach of any applicable reserve for returns or doubtful accounts reflected thereon. Section 5.1 (iv) any Excluded Liability; and Organization), Section 5.2 (v) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed LiabilitiesDue Authorization), or Subsidiary; In 5.12 (Taxes), within the event that applicable time set forth in Section 10.1. Nothing contained in this Section 9.2 shall modify, amend or supersede any indemnification obligation of Seller contained in any document, instrument, agreement or certificate delivered under this Agreement. A claim for a Loss resulting from the fraud or willful misconduct of Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and made at 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 applytime without limitation. (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, hold harmless and hold Purchaser defend Buyer, Buyer's Affiliates and its directorspartners, 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 BusinessCOREAs, the Purchased Assets, Leases and the Assumed Liabilities, Property Liabilities (except for Cl▇▇▇▇ ▇or Subsidiary; In the event that 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 COREA 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 applyCORE▇ ▇▇ the extent relating to periods prior to Closing. (b) Purchaser ▇▇▇withstanding 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) Seller hereby Subject to the terms and conditions of this Article, Seller, agrees to indemnify indemnify, defend and hold Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors attorneys and permitted assigns (collectively, the “Purchaser Indemnified Parties”) affiliates harmless from and against any all losses, claims, obligations, demands, assessments, penalties, liabilities, costs, damages, attorneys' fees and all Damages to the extent based upon expenses (collectively, "Damages"), asserted against or incurred by such indemnitees by reason of or resulting from or incurred in connection withfrom: (ia) a breach of any breach ofrepresentation, warranty or inaccuracy incovenant of Seller contained herein, any representation or warranty made by Seller in this Agreement or in any documentexhibit, schedule, instrument or certificate delivered hereunder 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 agreement executed 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. (iv) any Excluded Liabilitytransactions contemplated hereby; 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) any failure to comply with any applicable bulk transfer laws. Subject to the terms and conditions of this Article, Seller shall indemnify, defend and hold Purchaser shall take and shall cause its Affiliates directors, officers, agents, attorneys and affiliates harmless from and against all Damages in excess of $40,000 asserted against or incurred by such indemnitees by reason of or resulting from any claim by Medicare or other payor for repayment with respect to take all reasonable steps to mitigate any Damages upon becoming aware past mispayments or misrepresentations based on reports filed through the date hereof; regardless of any event which would reasonably be expected towhether such claim is in the form of an offset against current payments or otherwise. Notwithstanding the foregoing, or does, give rise thereto. (ci) Seller shall have no liability obligation to Purchaser pursuant to this Section until Purchaser's claims for Damages exceeds, in the aggregate, $10,000, at which time Purchaser shall be entitled to indemnification for only those Damages that are in excess of $10,000; (ii) Seller's obligations pursuant to this Section resulting from any breach of a representation, warranty or covenant of Seller contained in Sections 2.12 and 2.13 shall not exceed $200,000, in the aggregate, and notice of any claim for indemnification for Damages resulting from such breach must be delivered to Seller within one year following the date hereof; (iii) Seller must be notified of any claim for indemnification against Seller under this Section (other than for breach of a representation, warranty or otherwisecovenant of Seller contained in Section 2.12 or Section 2.13) with respect within two years following the date hereof; and (iv) Seller may, at his sole option, elect to claims under Sections 10.2(a)defer any indemnification obligation arising prior to September 1, 1998 until the total September 2, 1998, by giving Purchaser notice of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damageselection in writing.

Indemnification by Seller. (a) Seller hereby agrees to indemnify shall indemnify, defend and hold harmless Purchaser and its directorsthe Company and their respective affiliates, officers, employeesdirectors, Affiliatesmembers, stockholders, employees and agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) harmless from and against shall reimburse each such person on demand for any and all Damages to the extent based upon 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 in this Agreement of any covenant or agreement contained herein or in any documentAncillary Agreement or any other agreement contemplated hereby or executed in connection herewith, schedule, instrument or certificate delivered hereunder or in respect any certificate or other instrument delivered or 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 breach of warranty or inaccurate representation made by Seller herein or in any breach Ancillary Agreement or violation any other agreement contemplated hereby or executed in connection herewith, or in any certificate or other instrument delivered or to be delivered by or on behalf of any Pre-Closing Covenant Seller pursuant hereto or Post-Closing Covenant by Sellerthereto; (iii) any Accounts Receivable set forth on Seller balance sheet as liabilities related to the operation of the Business through and including the Closing Date which are not fully collected within one (1) year after other than the Assumed Liabilities, including without limitation, all Actions relating to the operation of the Business on or prior to the Closing Date, net regardless of when filed and all liabilities under any applicable reserve for returns or doubtful accounts reflected thereon.credit memos that were not deducted from the Purchase Price pursuant to Section 3.2(b)(iv); (iv) any Excluded Liability; andthe liabilities for which Seller is required to indemnify Purchaser pursuant to Sections 4.23 and 6.7; (v) any pending litigation on and all liabilities and obligations related to any other business conducted by Seller whether before or before after the Closing Date; (vi) any liabilities or obligations to or claims by any stockholders of Seller arising from or related to the consummation of the transactions contemplated hereby; (vii) any payment obligations of Seller or the Company to Compaq Computer Corporation under the Compaq Agreement for any period prior to the Closing or for any period after the Closing except for the payment obligation for services actually rendered to the Company by Compaq Computer Corporation under the Compaq Agreement prior to the effective date of the termination thereof contemplated by Section 10.7 (i.e., Seller shall be responsible for all costs of failing to meet the "minimums" requirements of the Compaq Agreement, including any such shortfall for the period from the Closing Date related through the effective date of the termination of the Compaq Agreement); and (viii) the International Liabilities; provided, however, that, except with respect to Seller's obligations under the foregoing clauses (vii) and (viii), which shall not be subject to the Businessfollowing limitations, (A) Seller shall not be required to pay any Damages to Purchaser with respect to the Purchased Assets, breach of any representation or warranty pursuant to the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or foregoing clause (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 unless 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 aggregate amount of all Damages with respect exceeds $100,000, in which case all Damages shall be paid, including such $100,000, and (B) in no event shall the aggregate amount of Damages payable by Seller exceed $4,000,000 plus the amount of all Royalties payable hereunder, it being understood that, to such matters exceeds Fifty Thousand Dollars the extent that Seller is not required to pay any Damages by virtue of the limitation set forth in the foregoing clause ($50,000B), and then for the total amount of Damagessuch Damages can be offset by Purchaser against any Royalties otherwise payable to Seller at any future time pursuant to Section 3.3.

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) 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. 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) 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. (a) Except as otherwise limited by this Article VIII, the Seller hereby agrees to indemnify shall indemnify, defend and hold Purchaser harmless Buyer and its directors, officers, employees, Affiliates, stockholdersany assignee or successor thereof, agentsand each officer, attorneysdirector, representativesemployee, successors agent and permitted assigns representative of each of the foregoing (collectively, the “Purchaser Buyer Indemnified Parties”) harmless from and against against, and pay or reimburse the Buyer Indemnified Parties for, any and all Damages to losses, Actions, Liabilities, damages, claims, costs and expenses (including reasonable expenses of investigation and legal fees and costs in connection therewith), interest, awards, judgments, penalties and Encumbrances suffered or incurred by any of the extent based upon Buyer Indemnified Parties (hereinafter a “Buyer Loss”), arising in whole or in part out of or resulting from directly or incurred in connection withindirectly from: (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 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 Ancillary Agreements to 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 them is a party (iii)-(v) of including all schedules and exhibits hereto and thereto and all certificates, documents, instruments and undertakings furnished pursuant to this Section 10.2, Seller’s obligations under Agreement and the Ancillary Agreements to which any of subsections (iii)-(v) shall be controlling and the limitations provided them is a party or made in Sections 10.1 shall not apply.connection herewith or therewith); (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware breach of any event covenant, obligation or agreement of Seller in this Agreement or the Ancillary Agreements to which would reasonably be expected toany of them is a party (including all schedules and exhibits hereto and thereto and all certificates, documents, instruments and undertakings furnished pursuant to this Agreement and the Ancillary Agreements to which any of them is a party or does, give rise thereto. (c) made in connection herewith and therewith). The amount that Seller are obligated to indemnify Buyer under this Agreement 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 not exceed Four Hundred Fifty Thousand Dollars ($50,000450,000.00); provided, and then for however, that the total amount of DamagesSeller shall not be obligated to pay any amounts to Buyer owed in connection to the indemnification obligations under this Section until such indemnification amounts exceed $75,000 in the aggregate.

Indemnification by Seller. (a) Notwithstanding the Closing, subject to the terms of this Article XIII, Seller hereby agrees to indemnify and to hold Purchaser and its directorspartners, officers, employeesdirectors, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns employees (collectively, the “Purchaser Indemnified Parties”"INDEMNIFIED PURCHASER PARTIES") harmless from and against and in respect of any Liability (including consequential damages), action, suit, demand, judgment, cost of investigation and reasonable attorney fees (but excluding the Assumed Liabilities and any exemplary or punitive damages, other than exemplary or punitive damages payable to third parties) (collectively, "LOSSES"), sustained, incurred or paid by any Indemnified Purchaser Party in connection with, resulting from or arising out of, directly or indirectly: (a) any breach of a representation or warranty on the part of Seller under this Agreement, (b) any breach or nonfulfillment of any covenant on the part of Seller under this Agreement, (c) any Excluded Liability, (d) any Excluded Asset, (e) Seller's ownership, operation or control of the Purchased Assets or the Seller Business for the period prior to the Closing, or (f) any and all Damages to Taxes (i) that are obligations of Seller or any of its Affiliates or (ii) which are Pre-closing Taxes (as defined below) that arise out of the extent based upon Seller Business or resulting from Purchased Assets (including any such Taxes which become legal liabilities of Purchaser as a transferee of the Seller Business or incurred in connection with: the Purchased Assets). For purposes of this Agreement, the term "Pre-closing Taxes" shall mean (i) any breach ofTax that is due on or before the Closing Date, 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 Tax which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve is payable for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation a Tax period that ends on or before the Closing Date related to and which is not due until after the BusinessClosing Date, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections and (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 otherwiseiii) with respect to claims under Sections 10.2(a)a Tax which is payable for a Tax period that includes (but does not end on) the Closing Date, until the total portion of all Damages such Tax that is related to the portion of such Tax period ending on and including the Closing Date, which portion of such Tax shall (A) in the case of any Taxes other than gross receipts, sales or use Taxes and Taxes based upon or related to income, be deemed to be the amount of such Tax for the entire Tax period (which period, with respect to personal property, ad valorem and real property Taxes, shall be the calendar year in which the assessment date for such matters exceeds Fifty Thousand Dollars ($50,000)Tax falls) multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and then for (B) in the total case of any Taxes based upon or related to income and any gross receipts, sales or use Taxes, be deemed equal to the amount of Damageswhich would be payable if the relevant Tax period ended on and including the Closing Date.

Indemnification by Seller. (a) Following the applicable Closing, subject to the terms of this Section 7(c), Seller hereby agrees to and Parent Guarantor, jointly and severally, shall indemnify and hold harmless Purchaser and its directorsAffiliates (including the Acquired Companies as defined in the EPA) and their respective successors, permitted assigns, equityholders, officers, directors, employees, Affiliates, stockholders, agents, attorneys, representatives, successors members, partners and permitted assigns agents (collectively, the “Purchaser Indemnified Parties”) harmless from and against against, without duplication, any and all Damages Losses (as defined herein) incurred or suffered by any Purchaser Indemnified Party arising out of, relating to the extent based upon or resulting from or incurred in connection with: (i) any breach of, of any of the 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 of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; Agreement; (ii) any breach or violation of any Pre-Closing Covenant of the covenants or Post-Closing Covenant by Seller; agreements of Seller in this Agreement, including without limitation those covenants of indemnity set forth elsewhere in this Agreement; (iii) the failure to cure any Accounts Receivable set forth on Mandatory Environmental Cure Item, Mandatory Zoning Cure Item, Mandatory Title Cure Item, or any of those other matters that Seller balance sheet as of the elected to cure according to a pre-Closing Date written request by Purchaser and which are such cure has not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon. been provided; and (iv) any Excluded Liability; and Losses, related to the Release of Hazardous Materials or violations of Environmental Law that arise out of or relate to the ownership, use or operation of the Real Property, Leased Real Property (vas defined in the EPA) or the Business (as defined in the EPA) by Seller or any pending litigation on or before Acquired Company at any time prior to the Closing Date related to (“Pre-Closing Environmental Liabilities”); provided, however, in no event shall 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) obligation with respect to claims the Pre-Closing Environmental Liabilities in Section 7(c)(iv) or any Mandatory Environmental Cure Item exceed the amount of $300,000 per Business Grouping. Notwithstanding the anything else to the contrary in this Agreement, the indemnification obligation of Seller and Parent Guarantor under Sections 10.2(aSection 7(c)(iv) shall not apply to any primary dealership real property as identified on Exhibit A-4 (“Primary Dealership Real Property”), until the total of all Damages with respect for which Purchaser does not obtain a Phase I environmental assessment certified to such matters exceeds Fifty Thousand Dollars ($50,000)any Indemnified Party, and then in compliance with applicable requirements for the total amount of Damagessuch environmental assessments.

Indemnification by Seller. (a) Seller hereby agrees to From and after Closing, each Peabody Sub severally, and not jointly, shall indemnify and hold Purchaser harmless Buyer and its directorsAffiliates, shareholders, officers, managers, employees, Affiliates, stockholders, agents, attorneys, agents and representatives, successors and permitted assigns (collectivelyany Person claiming by or through any of them, as the “Purchaser Indemnified Parties”) harmless case may be, from and against any and all Damages Losses, with respect to the extent based upon Assets owned, leased, controlled, or claimed by such Peabody Sub, arising out of or resulting from or incurred in connection withfrom: (ia) any breach of, or inaccuracy in, any representation or warranty representations and warranties made by Seller it in this Agreement or in any documentTransfer Document not being true and accurate in all respects (determined without regard to any materiality or material adverse effect qualification contained therein), schedulewhen made or at Closing (or, instrument in the case of any representation or certificate delivered hereunder or in respect warranty made as of a claim made based upon alleged facts that if true could constitute any specific date, as of such breach or inaccuracydate); (iib) any breach failure by it to perform in all respects any of its covenants, agreements, or violation of any Pre-Closing Covenant or Post-Closing Covenant by Sellerobligations in this Agreement; (iiic) any Accounts Receivable set forth on Seller balance sheet as except to the extent constituting an Assumed Liability, the ownership or operation of its Assets prior 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.Effective Time; (ivd) any its Excluded LiabilityAssets; (e) the Seller Retained Liabilities relating to its Assets; 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 otherwisef) with respect to claims under Sections 10.2(a)its Assets, until except to the total extent constituting an Assumed Liability, any violation of all Damages with respect any Environmental Law to the extent attributable to actions occurring or conditions existing on or prior to the Effective Time. If, by reason of the claim of any third Person relating to any of the matters subject to such matters exceeds Fifty Thousand Dollars indemnification, a Lien is placed or made upon any of the properties or assets owned or leased by Buyer or any other Indemnitee under this Section 12.1, in addition to any indemnity obligation under this Section, the applicable Peabody Sub shall furnish a bond sufficient to obtain the prompt release thereof within ten ($50,000), and then for the total amount 10) days after receipt from Buyer of Damagesnotice thereof.

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 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. Within the time periods specified in Section 5.1 with respect to representations and warranties of Seller, and within the time periods specified in subparagraph (ac) below with respect to the indemnification provided by Seller hereby agrees pursuant to such subparagraph, and subject to the procedures set forth in Section 5.4 and the limitations set forth in Section 5.5, if the Closing occurs, Seller shall indemnify and hold harmless each Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns Party (collectively, the “Purchaser Indemnified Parties”as hereinafter defined) harmless from and against in respect of any and all Damages to the extent based upon or (as hereinafter defined) resulting from or incurred relating to: (a) any and all liabilities and obligations of Seller of any nature whatsoever, except for the Assumed Liabilities; (b) breach of any representation or warranty or nonfulfillment of any covenant or agreement on the part of Seller under this Agreement, or any misrepresentation in or omission from any certificate, schedule, statement, document or instrument furnished to Purchaser pursuant hereto or in connection with:with the negotiation, execution or performance of this Agreement as to which Seller has received notification, pursuant to Section 5.4 below, from any Purchaser Party within the time periods specified in Section 5.1; (c) any Environmental Costs and Liabilities (except such Environmental Costs and Liabilities which result from or arise out of any action or decision after the Closing by Purchaser to change the use of a given property to a nonindustrial use, and except for any Identified Florida Plant Response Costs (as hereinafter defined) which shall be governed by Section 5.2(e) and Section 6.8) as to which Seller has received notification, pursuant to Section 5.4(d) below, from any Purchaser Party within 42 months following the Closing Date, which result from or arise out of (i) any breach ofaction or inaction of Seller or any director, officer, employee, agent, representative or inaccuracy in, subcontractor of Seller or any representation other third party occurring prior to the Closing relating to or warranty made by Seller in this Agreement resulting from the operation of the Acquired Business 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 condition on, under 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 Real Property prior to the BusinessClosing; provided, the Purchased Assetshowever, 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) obligations with respect to claims under Sections 10.2(aany Environmental Costs and Liabilities to the extent resulting from (A) any voluntary actions (other than (x) routine environmental compliance audits performed by or on behalf of the Purchaser, (y) environmental assessments required by, and performed in the ordinary course of due diligence on behalf of, any lender or investor of Purchaser or (z) in connection with the matters set forth on Schedule 5.2(c)), until by Purchaser or any director, officer, employee, agent, representative or subcontractor of Purchaser or any other third party acting on behalf of, or under the total supervision of, Purchaser to investigate or remediate Hazardous Wastes on, under or at any of all Damages with respect the Real Property, or (B) any disclosure, report or other communication (whether oral or written) from Purchaser or any director, officer, employee, agent, representative or subcontractor of Purchaser or any other third party acting on behalf of, or under the supervision of, Purchaser to such matters exceeds Fifty Thousand Dollars any governmental authority or other third party ($50,000"Notification"), unless Purchaser believes, in its good faith business judgment (exercised without regard to the availability of indemnification hereunder), and then after consultation with counsel, that such Notification is required under any Environmental Law. Purchaser agrees to consult with Seller prior to any such Notification, except in the event that such advance consultation is prohibited or rendered impracticable by exigent circumstances, in which case Purchaser shall promptly thereafter notify Seller of such Notification; (d) failure to comply with any bulk sales or similar provisions of law in connection with the transfer of the Acquired Assets to Purchaser; or (e) if (and only if) Purchaser exercises its right pursuant to Section 6.8(b) to require Seller to repurchase the Owned Florida Real Property (as hereinafter defined), any and all Environmental Costs and Liabilities (including but not limited to the Identified Florida Plant Response Costs) incurred by any Purchaser Party relating to the Owned Florida Real Property, except for any Environmental Costs and Liabilities caused by Purchaser or any director, officer, employee, agent, representative or subcontractor of Purchaser or any third party during the total amount of Damagesperiod in which Purchaser owns the Owned Florida Real Property.

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 DamagesCarl▇▇▇▇.

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) 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. 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 Wa▇▇▇▇ ▇▇▇▇▇▇ ▇nd Cl▇▇▇▇▇▇ ▇▇▇▇▇ ▇ith 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. 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) Heitman Value Partners, L.P., Heitman Value Partners (PF#1), L.P. (collectively, “Seller Parent”) and Seller shall jointly and severally, indemnify, defend, and hold harmless Purchaser and its officers, directors, employees, Affiliates, successors and 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(a) 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 inaccuracy inprior 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 in excess of (a) with respect to the representation or warranty made set forth in Sections 5.02(a) and 5.11, an amount equal to the Purchase Price and (b) with respect to all other breaches by Seller in this Agreement or any other Document, an amount equal to five percent (5%) of the Purchase Price. During the Survival Period, Seller hereby agrees to maintain Liquid Assets determined in any documentaccordance with GAAP in an amount equal to not less than five percent (5%) of the Purchase Price, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts provided 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 litigation is brought against 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(aclaim(s) for which indemnification against Seller hereunder during the Survival Period (or during the sixty (60) day period after the expiration of the Survival Period if written notice of such claim setting forth such claim in reasonable detail is received by Seller not later than the end of the Survival Period), until and such litigation is not finally determined or settled prior to the total end of all Damages the Survival Period, then Seller shall continue to maintain Liquid Assets in an amount sufficient to provide indemnification to Purchaser with respect to such matters exceeds Fifty Thousand Dollars claim(s) hereunder until such claim(s) are finally determined or settled, but not greater than five percent ($50,000), and then for 5%) of the total amount of DamagesPurchase Price.

Indemnification by Seller. (a) Seller hereby agrees Subject to indemnify and hold this Article 11, including, without limitation, the provisions of Section 11.3, Purchaser and its officers, directors, officers, employees, Affiliatesshareholders, stockholders, agents, attorneys, representatives, successors representatives and permitted assigns agents (collectively, the “Purchaser Indemnified Parties”) shall be indemnified and held harmless from by Seller at all times after the Effective Date, against and against in respect of any and all Damages damage, loss, deficiency, liability, obligation, commitment, cost or expense (including the reasonable fees and expenses of counsel) (collectively, “Losses”) resulting from, or in respect of, all Tax liabilities of the Company, including federal, state and local Tax liability, together with any interest or penalties thereon or related thereto for all periods ending on or prior to the Effective Date but excluding any Taxes to the extent based upon there is an accrual or resulting from or incurred reserve on the Post Closing Audit and any Tax liability of Seller arising in connection with: (i) any breach ofwith the transactions contemplated hereby. Any Taxes, penalties 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 interest attributable to the operations of the Company payable as a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) any breach or violation result of an audit of any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) Tax Return for 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 period ending on or before the Closing Date related 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) Effective Date shall be controlling and deemed to have accrued in the limitations provided in Sections 10.1 shall not applyperiod to which such Taxes, penalties or interest are attributable. (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 The indemnification by Purchaser contained in Section 11.5 of the Agreement shall have no liability (for remain in full force and effect with the exception that Charys shall be released from its obligation under Section 11.5(a); provided, however, that the indemnification or otherwise) obligations of Charys with respect to claims its continuing obligations under Sections 10.2(athis Settlement shall remain in full force and effect. (d) Except as expressly set forth herein and subject to the satisfaction of the conditions precedent for the Company’s obligations under this Settlement, the Company for itself, its successors and assigns, does hereby, now and forever, fully and finally, RELEASE, acquit and discharge New Viasys including without limitation, its past or present successors, assigns, representatives, employees, officers, directors, agents, attorneys, affiliates, parent and subsidiary corporations, insurers, divisions (collectively referred to hereinafter as “New Viasys Releasees”), until from any and all claims, responsibility, covenants, suits, judgments, demands, indebtedness, promises, agreements, actions, causes of action, obligations, damages, costs, expenses, compensation or liabilities of any type or nature whatsoever (collectively, “Claims”) which the total Company now has, might have, or might claim to have, against any of all Damages the New Viasys Releasees at this time, whether or not known, suspected, developed or undeveloped, anticipated or unanticipated, in law or in equity, including but not limited to those which arise under, arise out of, relate to, or are connected with respect the New Viasys Executory Obligations. (e) Except as expressly set forth herein and subject to such matters exceeds Fifty Thousand Dollars the satisfaction of the conditions precedent for New Viasys’ obligations under this Settlement, New Viasys for itself, its successors and assigns, does hereby, now and forever, fully and finally, RELEASE, acquit and discharge Charys including without limitation, its past or present successors, assigns, representatives, employees, officers, directors, agents, attorneys, affiliates, parent and subsidiary corporations, insurers, divisions ($50,000collectively referred to hereinafter as “Charys Releasees”), from any and then for all Claims which New Viasys now has, might have, or might claim to have, against any of the total amount Charys Releasees at this time, whether or not known, suspected, developed or undeveloped, anticipated or unanticipated, in law or in equity, including but not limited to those which arise under, arise out of, relate to, or are connected with the Charys Executory Obligations, but excluding any and all Claims relating to or arising under this Settlement and the covenants of Damagesthe Company made in Sections 5.4, 5.7 and 5.8 of the Agreement.

Indemnification by Seller. (a) From and after the Closing, and subject to this Article 10, Seller hereby agrees to shall defend, indemnify and hold Purchaser harmless Buyer and each of its Subsidiaries and Affiliates (including, following the Closing, the Acquired Companies) and each of their respective officers, directors, officers, employees, Affiliatesequity holders, stockholdersmembers, partners, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified PartiesBuyer Indemnitees”) harmless from and against against, and pay or reimburse the Buyer Indemnitees for, any and all Damages to the extent based upon or resulting Losses arising from or incurred in connection with: (i) any breach of, or inaccuracy in, of any representation or warranty made by Seller in this Agreement Article 3 or Article 4 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; pursuant to Section 7.2(c) (except for Fraud), (ii) any breach or violation by Seller of any Pre-Closing Covenant of its covenants or Post-Closing Covenant agreements contained herein (other than, if applicable, those contained in Article 9, which are governed exclusively by Seller; Article 9), (iii) solely to the extent it is finally determined that a Buyer Indemnitee is entitled to indemnification hereunder, the reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of such Buyer Indemnitee’s indemnification rights under this Agreement, (iv) Fraud, (v) claims or Actions brought or made by or on behalf of any Accounts Receivable Affiliate Advisory Client against Buyer, the Acquired Companies or their Affiliates for actions or omissions of the Acquired Companies during the period prior to the Closing, or (vi) the matter set forth on Seller balance sheet as Section 10.2(a)(vi) 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 applyDisclosure Schedule. (b) Purchaser Notwithstanding anything to the contrary contained in this Section 10.2, (i) Buyer Indemnitees shall take and shall cause its Affiliates not be entitled to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected toindemnification or recovery, or doesto otherwise make a claim for indemnity or recovery, give rise thereto. under Section 10.2(a)(i) (cA) Seller shall have no liability (for indemnification any individual claim or otherwisegroup of related claims unless the amount of Losses that would otherwise be payable pursuant to Section 10.2(a)(i) with respect to such claim or group of related claims under Sections 10.2(aexceeds an amount equal to $200,000 (the “Per Claim Threshold”), and (B) unless and until the total aggregate amount of all Damages with respect Losses that would otherwise be payable exceeds, on a cumulative basis, an amount equal to such matters exceeds Fifty Thousand Dollars 0.5% of the Closing Purchase Price ($50,000the “Indemnification Deductible”), and then only to the extent such Losses exceed the Indemnification Deductible; and (ii) (A) any individual claims or group of related claims for amounts less than the total amount Per Claim Threshold shall be ignored and disregarded for purposes of Damagesdetermining whether the Indemnification Deductible has been exceeded, and (B) the Indemnification Deductible and Per Claim Threshold shall not apply with respect to any claim by a Buyer Indemnitee for indemnification or recovery for any breach of any Fundamental Representation of Seller or Fraud.

Indemnification by Seller. (a) Seller hereby agrees to shall indemnify and hold Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) buyer ------------------------- harmless from and against any and all Damages to the extent based upon or resulting from Losses suffered or incurred by Buyer as a result of or arising directly or indirectly out of or in connection with: (ia) Any breach by Seller or any breach of, or inaccuracy in, of any representation or warranty made of Seller contained in this Agreement or contained in any of the Principal Agreements (other than the Real Property Purchase Agreement and the Product Supply Agreement, each of which contains independent indemnities) or in any agreement, instrument, certificate or other document delivered pursuant hereto or the Principal Agreements (other than the Real Property Purchase and the Product Supply Agreement) (provided that Seller shall not be required to indemnify or hold Buyer harmless in respect of any such breach or inaccuracy of any representation or warranty unless Buyer shall have provided notice to Seller in accordance with Section 13.3 on or prior to the expiration of any applicable time period related to such representation and warranty set out in Article 8); (b) Any breach or non-performance by Seller of any covenant to be performed by it which is contained in this Agreement or in any documentagreement (other than the Real Property Purchase Agreement and the Product Supply Agreement, scheduleeach of which contain independent indemnities), instrument instrument, certificate or certificate other document delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracypursuant hereto; (iic) any breach Any liabilities, obligations or violation commitments of any Pre-Seller (whether accrued, contingent or otherwise and whether or not determined or determinable) related to the Purchased Assets, existing at or prior to the Closing Covenant or Post-Closing Covenant by SellerDate, other than the Assumed Obligations; (iiid) Any claims by any Accounts Receivable set forth on Seller balance sheet as employees of the Closing Date which are not fully collected within one (1) year Business, including claims with respect to Seller employee benefit plans other than claims by Selected Employees relating to their employment with Buyer after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon.; (ive) Any commission or other remuneration payable or alleged to be payable to any Excluded Liabilitybroker, agent or other intermediary who purports to act or have acted for or on behalf of Seller; and (vf) The existence of 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 latent defects in any products (i) sold by Seller in connection with the conduct of the Business prior to the Closing Date, 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.designed by

Indemnification by Seller. (a) From and after the Closing, 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 each Buyer Group Member 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 of, of any warranty or the inaccuracy in, of any representation or warranty made by of Seller contained in Article IV 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 by Seller of, or violation failure by Seller to perform, any of any Pre-Closing Covenant its covenants or Post-Closing Covenant by Sellerobligations contained in this Agreement; (iii) any Accounts Receivable set forth on Liabilities of Seller balance sheet as to any holder of the Closing Date which are not fully collected within one equity interests (1including any convertible or exercisable securities) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon.in Seller; (iv) any Excluded Liability; andLiability or obligation which relates to, or which involves any claim based on a design defect, manufacturing defect, failure to warn, or other product liability claim related to production, sale, distribution, marketing or placing in a “chain of supply” to the Products, to extent that such liability or obligation relates to or arises out of any activity occurring, condition existing, omission to act or other matter existing prior to or at the Closing (except to the extent reflected as a current liability on the calculation of Final Working Capital); (v) any pending litigation Excluded Liability; (vi) any Tax (other than Section 338 Taxes) imposed on or before the Closing Date related relating to Seller or any of its Subsidiaries with respect to (except to the Businessextent reflected as a current liability on the calculation of Final Working Capital): (A) any Pre-Closing Tax Period; (B) any affiliated group of corporations of which Seller or any of its Subsidiaries (or any predecessor) is or was a member pursuant to Treas. Reg. § 1.1502-6 (or any similar provision of state, the Purchased Assets, the Assumed Liabilitieslocal, or Subsidiaryforeign Law); In and (C) the event status of Seller or any of its Subsidiaries as a transferee or successor, or an obligation to pay the Taxes of another Person by contract, or otherwise. (vii) the matters disclosed on Schedule 11.1. provided, however, that Seller may shall be required to indemnify and hold harmless the Buyer Group Members only to the extent that: (A) the aggregate amount of such Losses and Expenses under Sections 11.1(a)(i) and (iv) exceeds $100,000 (it being understood that such $100,000 shall be a deductible for which Seller shall bear no indemnification responsibility); and (B) the aggregate amount required to be paid by Seller pursuant to Section 11.1(a) shall not exceed the Total Indemnity Amount, and in no event shall Seller be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any provide indemnification in excess 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 funds held in Sections 10.1 shall not applythe Escrow Account from time to time. (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) 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 ▇▇▇▇▇▇ 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) 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. (a) Seller hereby agrees to indemnify will indemnify, defend, save and hold Purchaser Buyer and its Coyote and any of their affiliates and any of their respective directors, officers, employees, employees or agents ("Buyer's Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”") harmless from and against any and all Damages damage, liability, loss, tax, penalty, expense, assessment, judgment or deficiency of any nature whatsoever (including, without limitation, reasonable attorneys' fees and expenses, consultants' and investigators' fees and expenses, and other costs and expenses incident to the extent based upon any suit, action or resulting proceeding) (together, "Losses") incurred or sustained by Buyer or any of Buyer's Affiliates or which may be claimed against Buyer or Coyote or any of Buyer's Affiliates 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 given or made by Seller herein or in any certificate delivered with respect thereto, (b) the noncompliance with or nonperformance of any agreement, obligation or covenant of Seller under 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; (iic) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) any Accounts Receivable set forth on the Retained Liabilities. 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 shall be obligated to indemnify Purchaser Indemnified Parties under both subsections Buyer and Buyer's Affiliates pursuant to clause (i) or (ii) and any of subsections (iii)-(va) of this Section 10.211.01 to the extent that the Losses incurred as a result of such breaches have exceeded $250,000 in the aggregate. Any claim for indemnification hereunder must be made by notice to Seller within the applicable time period specified in Section 9.01. In determining the amount of any indemnifiable Losses under this Section 11.01, Seller’s obligations under any of subsections (iii)-(v) such amount shall be controlling and the limitations provided in Sections 10.1 shall not apply. (bA) Purchaser shall take and shall cause its Affiliates reduced to take all reasonable steps into account any net tax benefit realized by Buyer or Buyer's Affiliates arising from the incurrence or payment by Buyer or Buyer's Affiliates of such Losses and (B) increased to mitigate take into account any Damages upon becoming aware net tax cost incurred by Buyer or Buyer's Affiliates as a result of any event which would reasonably be expected to, the receipt or does, give rise thereto. accrual of payments hereunder (c) Seller shall have no liability (grossed-up for indemnification or otherwise) with respect to claims under Sections 10.2(asuch increase), until in each case determined by treating Buyer or Buyer's Affiliates as recognizing all other items of income, gain, loss, deduction or credit before recognizing any item arising from such Losses. Any Losses of Buyer or Coyote or Buyer's Affiliates due from Seller pursuant to this Section 11.01 shall first be set off against any principal amount then outstanding under the total Note. Notwithstanding anything to the contrary contained in this Section 11.01 in no event shall Buyer be entitled to recover Losses from Seller in an aggregate amount in excess of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages2,500,000.

Indemnification by Seller. Seller agrees (aon a solidary / joint and several basis) 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 Losses suffered or incurred in connection withby P▇▇▇▇▇▇▇▇ as a result of, arising out of or relating to: (i) 7.1.1 any material violation, contravention, non-performance or breach of, of any covenant or Obligation of Seller and/or any of its Related Parties contained in this Agreement or any other Transaction Document or in any certificate or document delivered pursuant hereto or thereto or contemplated hereby or thereby; 7.1.2 any material incorrectness or inaccuracy in, or breach of, any representation or warranty made by Seller in this Agreement or any other Transaction Document or in any documentcertificate or document delivered pursuant hereto or thereto or contemplated hereby or thereby; and 7.1.3 the operation of the Business (including, schedulewithout limitation, instrument or certificate delivered hereunder or the performance of Seller’s and/or the performance of Seller’s Related Parties’ obligations) up to the Effective Time, provided, however, that: (a) Purchaser shall have no right to be indemnified and no claim for Losses may be made unless and until the aggregate amount of all Losses incurred by Purchaser in respect of claims under Section 7.1.2 collectively exceeds the sum of Fifty Thousand Dollars in lawful currency of the United States (US$50,000 (“Purchaser Deductible”), after which the Purchaser is entitled to make claims for all such Losses in excess of the Purchaser Deductible; and (b) the maximum aggregate amount of liability of Seller pursuant to a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; contravention of Section 7.1.2 shall be up to the sum of Five Hundred Thousand Dollars in lawful currency of the United States (iiUS$500,000) any breach and Seller shall not be required to indemnify or violation save harmless Purchaser pursuant to Section 7.1.2 unless Purchaser shall have provided notice to Seller in accordance with Section 7.3 on or prior to the expiration of any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) any Accounts Receivable the applicable time period as set out in Section 6.1. As set forth on Seller balance sheet as of in 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 preamble to the Businessthis Section 7.1, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that liability of Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) Algorhythm and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(vSMC) 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 solidary (for indemnification or otherwiseQuebec Civil Law purposes) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars and joint and several ($50,000), and then for the total amount of DamagesNew York purposes) as between them.

Indemnification by Seller. Subject to the provisions of this Article 7, effective at and after the Closing (aexcept as provided in Section 7.2(d) and Section 7.2(e) below), Seller hereby agrees to indemnify shall indemnify, defend and hold harmless Purchaser and its directors, officers, employees, each of Purchaser’s Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns its and their respective stockholders and Representatives (collectively, the “Purchaser Indemnified PartiesIndemnitees”) harmless from and against against, and shall pay and reimburse any Purchaser Indemnitee for, any and all Damages incurred or suffered by any Purchaser Indemnitee to the extent based upon or resulting arising from or incurred in connection withrelating to: (ia) any inaccuracy in or breach of, or inaccuracy in, of any representation or warranty made by Seller in this Agreement or in any document, schedule, instrument certificate or certificate other writing delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracypursuant hereto; (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 breach of any event which would reasonably covenant, agreement or obligation to be expected to, or does, give rise thereto.performed by Seller pursuant to this Agreement; (c) any Covered Taxes; (d) any claim brought against any Purchaser Indemnitee in the Specified Litigation or any Action relating to the Specified Litigation, provided that all such Damages indemnifiable by Seller under this Section 7.2(d) shall have no liability not be payable or reimbursable by Seller unless and until the Closing occurs (for indemnification but shall include any and all Damages incurred or otherwisesuffered by any Purchaser Indemnitee beginning on the date hereof); or (e) any reasonable fees and expenses of attorneys and other professionals incurred by any Purchaser Indemnitee, in its capacity as a non-party, with respect to claims under Sections 10.2(a)any subpoena, until deposition or trial testimony, in connection with the total of all Damages Specified Litigation or any Action relating to the Specified Litigation and solely to the extent such actions by any Purchaser Indemnitee were requested, solicited or initiated by Seller; provided that notwithstanding anything to the contrary set forth herein, Seller’s indemnification obligation and Purchaser Indemnitees’ indemnification rights with respect to this Section 7.2(e) shall be effective upon execution of this Agreement. For the avoidance of doubt, Seller’s indemnification obligation with respect to this Section 7.2(e) shall in no event include any fees or expenses of any kind incurred by any Purchaser Indemnitee, in its capacity as a non-party, with respect to any subpoena, deposition or trial testimony, in connection with the Specified Litigation or any Action relating to the Specified Litigation to the extent such matters exceeds Fifty Thousand Dollars ($50,000)actions by any Purchaser Indemnitee were requested, and then for the total amount solicited or initiated by Millicom International Cellular S.A. or one of Damages.its Affiliates. |

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) Seller hereby indemnifies Buyer against and agrees to indemnify hold it harmless from any (i) Tax of the Acquired Subsidiaries relating to a Pre-Closing Tax Period and hold Purchaser any Tax of the Seller or a Seller Designee, and (ii) liabilities, costs and expenses (including, without limitation, reasonable expenses of investigation and attorneys' fees and expenses), arising out of or incident to the imposition, assessment or assertion of any such Tax, including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer, any of its directorsAffiliates or, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectivelyeffective upon the Closing, the “Purchaser Indemnified Parties”Acquired Subsidiaries (the sum of (i) harmless and (ii) being referred to as a "LOSS"). Notwithstanding the foregoing, Seller shall have no liability for the payment of any Loss attributable to or resulting from and against any and all Damages action described in Section 8.03(c) hereof; PROVIDED, FURTHER, that (A) Seller's obligation to make any payment in respect of any Loss to the extent based upon that such Loss is attributable to an adjustment which results in a corresponding deduction, amortization, exclusion from income or resulting from or incurred in connection with: other allowance (ia "TAX BENEFIT") any breach of, or inaccuracy into Buyer, any representation of its Affiliates or warranty the Acquired Subsidiaries shall be reduced by the present value of the Tax Benefit multiplied by the maximum federal, state or local, as the case may be, corporate Tax rate in effect at the time the relevant adjustment is made, or, in the case of a credit, by 100 percent. The present value referred to in the preceding sentence shall be determined using a discount rate equal to the mid-term applicable federal rate in effect at the time the relevant adjustment is made and assuming that the Tax Benefit will be used at the earliest date or dates allowable by applicable law and (B) except in the case of Excluded Liabilities, this Section 8.06 shall provide the sole source of indemnification from 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 applyTax. (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 8.06, in the case of any event Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income, sales, revenue or payroll be deemed to be the amount of such 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 entire Taxable period, and (y) in the case of any Tax based upon or related to income, sales, revenue or payroll be deemed equal to the amount which would reasonably be expected to, or does, payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give rise theretoeffect to the foregoing allocations shall be made in a manner consistent with prior practice of the Acquiring Subsidiaries. (c) If any claim or demand for Taxes in respect of which indemnity may be sought pursuant to this Section 8.06 is asserted in writing against Buyer, any of its Affiliates or, effective upon the Closing, the Acquired Subsidiaries, Buyer shall notify Seller of such claim or demand promptly upon the 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. The failure of Buyer to notify Seller promptly shall not relieve Seller of its obligations under this Agreement except to the extent such failure materially prejudices Seller's ability to defend the claim or otherwise increases Seller's liability in respect of Taxes resulted from the claim. Seller may discharge, at any time, its indemnification obligation under this Section 8.06 by paying to Buyer the amount payable pursuant to this Section 8.06, calculated on the date of such payment. Seller may, at its own expense, participate in and, upon notice to Buyer, assume and control the defense of any such claim, suit, action, litigation or proceeding (including any Tax audit). If Seller assumes such defense, (i) Buyer shall have the right (but not the duty) to participate in the defense thereof and to employ counsel separate from the counsel employed by Seller; (ii) Seller shall have no liability not be liable for any expenses incurred thereafter by Buyer in connection with the defense of any such claim, suit, action, litigation or proceeding and (for indemnification iii) Buyer shall execute or otherwise) cause the Acquired Subsidiaries to execute any power of attorney or other document necessary to permit Seller to control or to settle or to otherwise resolve any such claim, action, litigation or proceeding. Without the consent of Buyer (which consent shall not be unreasonably withheld), Seller shall not settle any such claim, assessment, or dispute with respect to claims under Sections 10.2(a), until any Tax if such settlement could affect the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of DamagesTaxes of any Acquired Subsidiary for any Tax period after the Closing. Whether or not Seller chooses to defend or prosecute any claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. (d) Seller shall not be liable under this Section 8.06 for (i) any Tax the payment of which was made without Seller's prior written consent and (ii) any settlements effected without the consent of Seller and resulting from any claim, suit, action, litigation or proceeding in which Seller was not permitted an opportunity to assume and control the defense.

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 from and against any and all Damages liabilities or obligations arising with respect to the extent based upon Assets up to the Closing. Further, Seller shall indemnify, defend and hold harmless Purchaser from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including reasonable attorney’s fees and costs (collectively, “Losses”) that Purchaser may incur or resulting from suffer, which arise, result from, or incurred in connection with: relate to: (i) any breach of, or inaccuracy in, any representation or warranty made by Seller of Seller’s representations and warranties contained in this Agreement or in any document, scheduleagreement, instrument or certificate delivered hereunder document entered into pursuant hereto or in respect of a claim made based upon alleged facts that if true could constitute any such breach connection with the Closing, or inaccuracy; (ii) any breach of or violation failure by Seller to perform any of its covenants or agreements contained in this Agreement or in any Pre-agreement, instrument or document pursuant hereto or in connection with the Closing. Seller shall not have any liability under this Section 10.1 unless Purchaser gives written notice to Seller asserting a claim for losses, including reasonably detailed facts and circumstances pertaining thereto, before the expiration of two (2) years from the Closing Covenant Date. 10.2 Indemnification by Purchaser. Purchaser shall indemnify, defend and hold Seller harmless from and against any and all liabilities or Post-Closing Covenant by Seller; (iii) any Accounts Receivable set forth on Seller balance sheet as of obligations arising with respect to the Assets, excepting claims asserted after the Closing Date which are not fully collected within one (1) year after that relate to actions taken by Seller prior to the Closing Date. Further, net of Purchaser shall indemnify, defend and hold harmless Seller from and against 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 and all losses that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections incur or suffer, which arise, result from or relate to: (i) any inaccuracy of Purchaser’s representations and warranties contained in this Agreement or in any agreement, instrument or document pursuant hereto or in connection with the Closing, or (ii) and any breach of or failure by Purchaser to perform any of subsections (iii)-(v) of its covenants or agreements contained in this Agreement or in any agreement, instrument or document pursuant hereto or in connection with the Closing. Purchaser shall not have any liability under this Section 10.210.2 unless Seller gives written notice to Purchaser asserting a claim for such losses, Seller’s obligations under any including reasonably detailed facts and circumstances pertaining thereto, before the expiration of subsections two (iii)-(v2) shall be controlling and years from the limitations provided in Sections 10.1 shall not applyClosing 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) 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) 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) 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 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. (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) Subject to the limits set forth in this Section 5.1, Seller hereby agrees to indemnify indemnify, defend and hold Purchaser and Purchaser, its directorsAffiliates, officers, directors, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectivelyeach, the “a "Purchaser Indemnified Parties”Party") harmless from and against in respect of any and all Damages losses, damages, costs and reasonable expenses (including, without limitation, reasonable expenses of investigation and defense fees and disbursements of counsel and other professionals, but excluding any consequential damages), (collectively, "Losses"), that any of them may incur arising out of, due to, related to the extent or based upon or resulting from or incurred in connection with: (i) any inaccuracy of any representation or the breach of any warranty on the part of Seller contained in this Agreement; (ii) any nonfulfillment of or failure to perform any covenant or agreement on the part of Seller contained in this Agreement, the Intercreditor Agreement, or the Lease Services Agreement between Purchaser and Seller dated as of May 24, 2002 (the "Servicing Agreement"); or (iii) any Excluded Assets or Excluded Liabilities; provided, that "Losses" shall include consequential damages required to be paid by any Purchaser Indemnified Party to any person or entity other than Seller or any of its Affiliates arising out of an action or proceeding by such person or entity, which damages shall be deemed to be direct damages to such Purchaser Indemnified Party). Seller shall indemnify Purchaser for the amount of Losses arising out of, due to, related to or based upon the inaccuracy in, 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; (ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) any Accounts Receivable set forth in Section 2.8 (Taxes) without regard to qualifications of such representations and warranties by materiality. Notwithstanding the foregoing, if and to the extent that Purchaser shall adjust the Purchase Price based on Seller balance sheet as a correction of the Closing Date which are not fully collected within one (1) year after the Closing DateData Tape Information pursuant to Section 1.9, 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 then 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) rights under this Article V with respect to claims under Sections 10.2(a), until the total of all Damages with respect discrepancy in the Data Tape Information that gave rise to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damagesadjustment.

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) 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) 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 Losses and Expense incurred by Buyer up to the extent based upon or resulting from or incurred Purchase Price 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 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 inaccuracySeller Ancillary Agreement; (ii) any breach failure of Seller to perform any of its obligations in this Agreement or violation of in any Pre-Closing Covenant or Post-Closing Covenant by Seller;Seller Ancillary 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 breach of any applicable reserve for returns warranty or doubtful accounts reflected thereon. (iv) the inaccuracy of any Excluded Liabilityrepresentation of Seller contained or referred to in this Agreement or any certificate delivered by or on behalf of Seller pursuant hereto; and (v) any pending litigation on or before the Closing Date related to the Businessprovided that, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties without limitation of Seller’s indemnification obligations under both subsections clause (i) or (ii) of this subsection (a), Seller shall be required to indemnify and any of subsections hold harmless under clause (iii)-(viii) of this Section 10.2, Seller’s obligations under any subsection with respect to Loss and Expense incurred by Buyer as a result of subsections (iii)-(v) shall be controlling inaccuracies only to the extent that the aggregate amount of such Loss and the limitations provided in Sections 10.1 shall not applyExpense exceeds RMB100,000. (b) Purchaser The indemnification provided for in this Section 10.1 shall take terminate two (2) years after the Closing Date (and no claims shall cause its Affiliates to take all reasonable steps to mitigate be made by any Damages upon becoming aware of any event which would reasonably be expected Buyer under this Section 10.1 thereafter), except that the indemnification by Seller shall continue as to, or does, give rise thereto.: (ci) the representations and warranties of Seller set forth in Sections 4.1 and 4.2; (ii) any Loss or Expense of which Buyer has notified Seller in accordance with the requirements of Section 10.3 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 10.1 , as to which the obligation of Seller shall continue until the liability of Seller shall have 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 10 and then Seller shall have reimbursed Buyer for the total full amount of Damagessuch Loss and Expense in accordance with this Article 10.

Indemnification by Seller. (a) For the period commencing on the Closing Date and ending, as the case may be, upon the expiration of the periods specified in Section 9.1 (Survival of Representations, Warranties, Covenants and Agreements) hereof (if applicable), Seller hereby agrees shall, subject to indemnify the limitations set forth in Section 9.1 (Survival of Representations, Warranties, Covenants and Agreements) hereof, indemnify, defend and hold Purchaser harmless Buyer and its respective directors, officers, employees, Affiliatesshareholders and agents ("Buyer Indemnified Parties" and, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectivelycollectively with the Seller Indemnified Parties, the “Purchaser "Indemnified Parties”") harmless from against and against in respect of (i) all Losses sustained, incurred, arising out of, in connection with or relating to any breaches of Seller's representations and all Damages warranties set forth in this Agreement (other than representations and warranties set forth in Article V (Tax Matters), as to which the indemnification provisions set forth in Article V (Tax Matters) shall govern), (ii) Losses arising out of or relating to the matters set forth on Schedule 9.3 to the extent based upon or resulting from or set forth thereon (iii) all Losses incurred in connection with: (i) any with litigation that was omitted from the Schedules hereto in 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 the representations set forth on Seller balance sheet as in Section 3.8 hereof, (iv) all Losses to the extent relating to any assets, properties or businesses of the Closing Date which are not fully collected within one Companies and their Subsidiaries transferred or to be transferred to Seller or any of its Affiliates (1) year after other than the Companies and their Subsidiaries), in connection with the transactions contemplated hereby on or prior to the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and and (v) any pending litigation on all Losses arising out of or before the Closing Date related relating to the Business401(k) plan formerly maintained by Triangle Stereo, Inc., the Purchased Assets, termination thereof or 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 distribution 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 applyassets therefrom. (b) Purchaser In addition to the foregoing, and without regard to and without being counted in calculating the Deductible, but to be included in determining if the Limit has been reached, from and after the Closing Date Seller shall take indemnify, defend and shall cause hold harmless the Buyer Indemnified Parties against and in respect of fifty percent (50%) of all Losses in excess of $5 million per Qualifying Customer Litigation (as defined below). A "Qualifying Customer Litigation" is a case or group of consolidated cases with substantially identical claims brought by customers of both the Business and customers of similar businesses of Seller to the extent relating to the conduct of the Business prior to the Closing Date and filed with a Court after the date hereof and prior to the third anniversary of the Closing Date. For purposes of this Section 9.3(b), any case filed against Seller or its Affiliates before the date hereof which does not currently name or involve the Companies or their Subsidiaries or the Business, but subsequent to take all reasonable steps the date hereof is modified so that it does name or involve the Companies or their Subsidiaries or the Business, shall be deemed to mitigate any Damages upon becoming aware of any event which would reasonably be expected tohave been filed after the date hereof. Except as specifically provided in this Agreement, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) to Buyer with respect to claims under Sections 10.2(a), until any Losses to the total extent relating or arising out of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount conduct of Damagesthe Business on or after the Closing Date.

Indemnification by Seller. Each paragraph in this Section 5 is intended to be cumulative and separate, and the inapplicability of any particular paragraph shall not affect any indemnification obligation contained in another paragraph, provided that as -------- to any given damages (including any Taxes and Other Tax Costs) Buyer may recover from Seller only once under this Section 5. Any amount (other than payments of interest at the Interest Rate pursuant to Section 7(c)(2)) paid by Seller to Buyer or its Affiliates pursuant to this Agreement shall be treated as an adjustment to the purchase price under the Stock Purchase Agreement. (a) Seller hereby agrees to shall indemnify and hold Purchaser harmless Buyer and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors Affiliates (including FGI and permitted assigns (collectively, the “Purchaser Indemnified Parties”Subsidiaries) harmless from and against any and all Damages to the extent based upon or damages (including any Taxes and Other Tax Costs) resulting from or incurred in connection with: (i) any breach of, or the inaccuracy in, of any representation or warranty contained in this Agreement. The foregoing shall constitute the sole and exclusive remedy under this Agreement of Buyer and its Affiliates for any such inaccuracy. The parties recognize that the purpose of the representations and warranties in this Agreement is to allocate costs and risks between the parties. Accordingly, it shall not be a defense to Seller's indemnification obligation under this Section 5(a) that Buyer had or should have had knowledge of the inaccuracy of any representation or warranty. (b) Seller shall indemnify and hold harmless Buyer and its Affiliates (including FGI and the Subsidiaries) from and against any and all damages (including any Taxes and Other Tax Costs) resulting from the breach of any covenant made by Seller in this Agreement or in 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 theretoAgreement. (c) Seller shall indemnify and hold harmless Buyer and its Affiliates (including FGI and the Subsidiaries) from and against any and all damages (including any Taxes and Other Tax Costs) resulting from the inaccuracy of any of the following: (1) All (i) Seller-Filed Entire Year Returns and (ii) Tax Returns for Taxable Years ending on or before the Closing Date that are or were required to be filed by any Forum Entity and any affiliated, consolidated, combined, unitary or other groups of which any Forum Entity is or was a member, have no liability (for indemnification been or otherwise) with respect to claims under Sections 10.2(a)will be filed timely and are or will be complete and accurate in all respects, until the total of and all Damages Taxes with respect to such matters exceeds Fifty Thousand Dollars Tax Returns have been or will be timely paid. ($50,000)2) Each Forum Entity (i) has timely filed all informational Tax Returns required to have been filed and will file all such informational Tax Returns required to be filed on or before the Closing Date, including, but not limited to, informational Tax Returns under Sections 1441-1446 of the Code, Sections 6031-6060 of the Code and the Regulations thereunder, and then for any comparable foreign, State and local laws and regulations, and (ii) has timely complied in all respects with the total amount requirements of DamagesSection 3406 of the Code and the Regulations thereunder and any comparable foreign, State and local laws and regulations.

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. (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. Except as otherwise limited by this Article VII, Purchaser and its officers, directors, employees, agents, successors and assigns shall be indemnified and held harmless by Seller from any and all liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable attorneys' fees and expenses) suffered or incurred by any of them (a "Purchaser Loss"), but excluding any Purchaser Loss suffered after the end of any applicable survival period, arising out of or resulting from: (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 The breach of, or inaccuracy in, of any representation or warranty made by of Seller in this Agreement contained herein or in any documentExhibit, schedule, instrument Schedule or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracyunder 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 Any liabilities with respect to take all reasonable steps any Taxes or Tax Returns payable or applicable with respect to mitigate any Damages upon becoming aware periods prior to the Closing Date notwithstanding the disclosure of any event which would reasonably be expected to, or does, give rise thereto.such matters by Seller pursuant to this Agreement; (c) The breach of any covenant or agreement by Seller contained herein or in any other document delivered at the Closing; or (d) Any other liabilities of Seller, or any entity controlling, controlled by or under common control with Seller other than the Assumed Liabilities. The amount of any Purchaser Losses recoverable hereunder shall have no liability be reduced to the extent Purchaser receives any insurance proceeds or realizes any tax savings (for after giving effect to any indemnification or otherwisepayments actually received in connection with such Purchaser Losses) with respect to claims under Sections 10.2(a), until the total of all Damages with respect an indemnification claim sought hereunder. Purchaser's right to such matters exceeds Fifty Thousand Dollars ($50,000), and then indemnification hereunder shall be Purchaser's sole remedy for the total amount of Damagesany Purchaser Losses.

Indemnification by Seller. (a) In addition to the indemnification set forth in Section 7.07, from and after the Closing, Seller hereby agrees to shall indemnify and hold Purchaser harmless the Buyer Indemnitees against 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 that any Buyer Indemnitee may incur or suffer to the extent based upon such Damages arise out of or resulting result from or incurred in connection with: (ia) any the breach of, or inaccuracy in, of any representation or warranty made by Seller or the Company in this Agreement (or in any document, schedule, instrument or certificate delivered hereunder by Seller or the Company pursuant to this Agreement), (b) the breach by Seller or any of its Affiliates (including solely to the extent on or prior to the Closing, the Company) of any covenant or agreement of Seller or, solely with respect to the covenants and agreements that by their nature are required to be performed by or prior to the Closing, the Company, contained in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; this Agreement, (iic) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller; the Excluded Liabilities; (iiid) any Accounts Receivable set forth on Seller balance sheet Indebtedness of the Company outstanding and unpaid as of the Closing Date which are not fully collected within one (1provided that (i) year in no event shall Seller have any indemnification obligation pursuant to this Section 10.02(d) or otherwise with respect to any amounts taken into account in any adjustment to the Purchase Price pursuant to Article II and (ii) the indemnification obligation of Seller pursuant to this Section 10.02(d) shall expire and be of no further force or effect on the date that is 18 months 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 (iie) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any share of subsections (iii)-(v) Transfer Taxes set forth in Section 7.07(b). Buyer shall be controlling and the limitations provided in Sections 10.1 shall not apply. (b) Purchaser shall take take, and shall cause its Affiliates the other Buyer Indemnitees to take take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event which that would reasonably be expected to, or does, give rise thereto. (c) . For purposes of Section 3.18 and Section 3.09, and notwithstanding anything to the contrary herein, Seller shall have no liability (for indemnification Taxes of the Company arising in or otherwise) with respect attributable 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 Damagesa Post-Closing Tax Period.

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.

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) 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) From and after the Closing, subject to the other terms and conditions of this Article VIII, Seller hereby agrees shall, and each Shareholder shall, severally as to himself or herself only and proportionately in accordance with his or her Pro Rata Share and not jointly, indemnify Buyer against, and shall hold Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) Buyer harmless from and against against, any and all Damages Losses incurred or sustained by, or imposed upon, Buyer based upon, arising out of, with respect to the extent based upon or resulting from or incurred in connection withby reason of: (i) any inaccuracy in or breach ofof any of the representations or warranties of Seller, Shareholders, or inaccuracy in, any representation or warranty made by Seller the Company contained in Article IV of this Agreement or in any documentcertificate, scheduleinstrument, instrument document or certificate agreement delivered hereunder by the Company, Shareholders, Seller or in respect of a claim made based upon alleged facts that if true could constitute any such breach the Shareholder Representative pursuant to this Agreement on or inaccuracyprior to the Closing Date; (ii) any breach or violation non-fulfillment of any Pre-Closing Covenant covenant, agreement or Post-Closing Covenant obligation to be performed by SellerSeller or, prior to Closing, the Company pursuant to this Agreement; (iii) except to the extent taken into account in Final Working Capital, any Accounts Receivable set forth liability or claim for Taxes imposed on Seller balance sheet as of or relating to (A) the Closing Date which are not fully collected within one (1) year after Company with respect to any taxable period or portion thereof ending on or before the Closing Date, net (B) a Person for which the Company has liability under Law by reason of any applicable reserve for returns the Company’s relationship with such Person on or doubtful accounts reflected thereon.before the Closing Date, and (C) the Company as a transferee or successor, by contract or otherwise to the extent the Taxes are with respect to, or the events or transactions giving rise to the Taxes occur in, a taxable period or portion thereof ending on or before the Closing Date; (iv) any Excluded LiabilityClosing Indebtedness or Transaction Expenses to the extent not used in the calculations set forth in Section 2.05; andor (v) any pending litigation on or before errors in the Closing Date related Payment Instructions delivered to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated Buyer pursuant 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 apply2.03. (b) Purchaser From and after the Closing, subject to the other terms and conditions of this Article VIII, Seller and each Shareholder shall, severally as to himself or herself only and proportionately in accordance with his or her Pro Rata Share and not jointly shall take indemnify Buyer against, and shall cause its Affiliates hold Buyer harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Buyer based upon, arising out of, with respect to take all reasonable steps to mitigate any Damages upon becoming aware or by reason of any event which would reasonably be expected to, inaccuracy in or does, give rise theretobreach of any of the representations or warranties of Seller contained in Article III of this Agreement. (c) Seller shall have no liability Notwithstanding any other provision of this Agreement, (but for indemnification or otherwise) with respect to claims under Sections 10.2(apurposes of clarity), until in no event will any Shareholder be liable for (i) any other Shareholder’s breach of Seller’s or such other Shareholder's representations or warranties contained in Article III or Article IV or (ii) any other Shareholder's breach of such Seller’s or other Shareholder's covenants or agreements to be performed following the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damagesdate hereof.

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 Affiliates and their respective directors, shareholders, members, limited or general partners, officers, employees, Affiliates, stockholders, agents, attorneysconsultants, representativesadvisors, successors or other representatives (“Representatives”) and permitted assigns (collectively, the “Purchaser Indemnified PartiesBuyer Indemnitees”) against, and shall hold each of them harmless from and against against, any and all Damages losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (collectively, “Losses”), incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, or with respect to any of the extent based upon or resulting from or incurred in connection withfollowing: (ia) any inaccuracy in or breach of, of any of the representations or inaccuracy in, any representation warranties of Seller or warranty made by Seller Parent contained in this Agreement or in any documentother transaction document (including the Parent Side Letter), or any schedule, instrument certificate, or certificate delivered hereunder exhibit related thereto, as of the date such representation or in respect of a claim warranty was made based upon alleged facts that or as if true could constitute any such breach representation or inaccuracy; (ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) any Accounts Receivable set forth warranty was made 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 will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Seller pursuant to this Agreement, any other transaction document, or any schedule, certificate, or exhibit related thereto; (c) any Excluded Liabilities and any assets of Seller or of Parent that are not fully collected within one Purchased Assets; (1d) year after (i) any Taxes of Seller for any taxable period, (ii) any Taxes imposed with respect to the Purchased Assets or the Business for all taxable periods (or portions thereof) ending before the Closing Date, net and (iii) any liability of Seller for unpaid Taxes of any applicable reserve for returns Person under Treasury Regulations Section 1.1502-6 (or doubtful accounts reflected thereon.any similar provisions of state, local or foreign law), as a transferee or successor, by contract or otherwise by operation of law; (ive) only for any Excluded Liability; and (v) portion of a Loss for which a claim cannot be made under Section 7.04(a): any pending litigation 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 conducted, existing, or arising on or before prior to the Closing Date Date, including, without limitation any Third Party Claim for violation, dilution, infringement, or misappropriation of Intellectual Property, provided, however, that to the extent such Third Party Claim relates to the Purchased Assets or Assumed Liabilities, solely to the extent related to the Business, period prior to 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) Closing Date. For purposes of this Section 10.2Agreement, Seller’s obligations under any “Third Party Claim” means the notice 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 assertion or commencement of any event which would reasonably be expected to, Action made or does, give rise thereto. (c) Seller shall have no liability (for indemnification brought by any Person who is not a party to this Agreement or otherwise) with respect an Affiliate of a party to claims under Sections 10.2(a), until this Agreement or a Representative 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.foregoing;

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) Seller shall indemnify, defend and hold harmless Buyer and each of its Affiliates (each, a "Buyer Indemnitee") from and against, and shall reimburse each Buyer Indemnitee for, all demands, claims, actions, or causes of action, assessments, losses, damages, liabilities, costs and expenses, including, without limitation, interest, penalties, court costs and reasonable attorneys' fees and expenses (including, without limitation, reasonable expenses of investigation and reasonable attorneys' and accountants' fees) imposed upon or incurred by such Buyer Indemnitee, directly or indirectly (a "Loss" or "Losses") with respect to (A) any misrepresentation or breach of warranty contained in Article III hereof, (B) 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 material respect of a claim made based upon alleged any covenant or agreement of Seller contained in or arising out of this Agreement, (C) any unpaid Taxes of any Company for any Pre-Closing Period, other than Taxes against which Buyer has indemnified Seller pursuant to Section 7.8(c) below or (D) any of the litigation matters set forth in Section 3.9 of the Seller Disclosure Schedule or any other litigation matter that arises out of facts that if true could constitute any such breach or inaccuracy;circumstances existing at or prior to closing (the "Pre-Closing Litigation"). (ii) Notwithstanding Section 7.8(b)(i), Seller shall not have any breach or violation liability under Section 7.8(b)(i) in respect of any Pre-Closing Covenant claim for indemnification until the aggregate amount of all Losses otherwise subject to indemnification equals or Post-Closing Covenant by exceeds 1% of the Purchase Price (the "Basket Amount"), at which time only those aggregate Losses in excess of the Basket Amount shall be recoverable; provided, however, that in no event shall Seller;'s aggregate liability exceed 10% of the Purchase Price. Seller's obligation to indemnify Buyer with respect to Losses attributable to the representations and warranties contained in Section 3.2 and Section 3.15, the covenant set forth in Section 6.1(b)(iii) or to any Tax shall not be subject to the Basket Amount or maximum limit on aggregate liability set forth in this Section 7.8(b)(ii). Seller's obligation to indemnify the Buyer Indemnitees shall terminate at the end of the applicable survival period set forth in Section 7.8 (iiia) except that any Accounts Receivable set forth on Seller balance sheet as claim for indemnification in respect of which notice is given in accordance 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. (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) provisions of this Section 10.2, Seller’s obligations under any 7.8 prior to the end of subsections (iii)-(v) the applicable survival period 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 survive with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damagesclaim until final resolution thereof.

Indemnification by Seller. (a) Subject to Section 10.1 and Sections 10.2(b) and (c), Seller hereby agrees to indemnify shall indemnify, defend, and hold Purchaser harmless Buyer and its officers, directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, 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 withfrom: (i) any Any breach of, or inaccuracy in, any representation or warranty made by Seller of any of its representations, warranties, covenants or agreements 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 Document; or (ii) any Any obligation, indebtedness or liability of Seller (other than the Assumed Obligations) regardless of whether disclosed to Buyer and regardless of whether constituting a breach or violation by Seller of any Pre-Closing Covenant representation, warranty, covenant or Post-Closing Covenant by Seller;agreement hereunder or under any other Document; or (iii) any Accounts Receivable set forth on Noncompliance by Seller balance sheet as with the provisions of the Closing Date which are not fully collected within one (1) year after Bulk Sales Act, if applicable, in connection with 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 transactions contemplated by 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 applyAgreement. (b) Purchaser Seller shall take not be obligated to indemnify Buyer unless and until the aggregate amount of Buyer's Losses exceeds Twenty-Five Thousand Dollars ($25,000.00) (the "Basket"), in which case Buyer shall cause its Affiliates then be entitled to take all reasonable steps indemnification in the entire amount of Buyer's Losses (i.e., back to mitigate the first dollar of Loss), provided that any Damages upon becoming aware of adjustment to the Purchase Price pursuant to Section 2.6 or any event which would reasonably payment owed by Seller to Buyer for any Liability pursuant to or under Section 10.2(a)(ii) shall not be expected tocounted in determining whether the Basket limitation is satisfied, or does, give rise theretoand Buyer shall have the right to recover any such payment without regard to such limitation. (c) The aggregate amount of all payments made by Seller shall have no liability (in satisfaction of claims for indemnification or otherwise) with respect pursuant to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty this Section 10.2 shall not exceed Eighteen Million Five Hundred Thousand Dollars ($50,00018,500,000.00) (the "Cap"), and then provided that any payment owed by Seller to Buyer pursuant to Section 2.6 or any payment owed by Seller to Buyer for any Liability pursuant to or under Section 10.2(a)(ii) shall not be counted in determining whether the total amount of DamagesCap has been met.

Indemnification by Seller. (a) Seller hereby agrees to indemnify shall indemnify, defend and hold Purchaser harmless Buyer and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns Representatives (collectively, the “Purchaser Indemnified PartiesBuyer Group”) harmless from and against against, and pay or reimburse, as the case may be, the Buyer Group for, any and all Damages to Damages, as incurred, suffered by Buyer or any other member of the extent Buyer Group based upon upon, arising out of or resulting from or incurred in connection withrelating to: (ia) any falsity, breach of, or inaccuracy in, of any representation or warranty made by Seller in or Seller Subsidiary herein on the date of this Agreement or on the Closing Date (other than the representations and warranties with respect to Taxes contained in any document, schedule, instrument or certificate delivered hereunder or Section 6.5 and environmental matters contained in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracySection 6.12); (iib) any breach or violation of any Pre-Closing Covenant covenant or Post-Closing Covenant by Selleragreement of Seller or Seller Subsidiary contained herein or in the Transition Agreement or the Intellectual Property Agreement; (iiic) the Retained Liabilities; (d) any Accounts Receivable set forth on Liability for and in respect of (i) income Taxes of Seller balance sheet as and Seller Subsidiary arising in connection with the consummation of the Closing Date which are not fully collected within one transactions contemplated hereby, and (1ii) year after the Closing Date, net Taxes 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 Seller and Seller Subsidiary relating to the Business, the Purchased Assets, Assets (including the Joint Venture) or the Assumed LiabilitiesLiabilities for periods (or portions thereof) up to and including the Closing Date (in the case of tax years including the Closing on the Closing Date, 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) Taxes shall be controlling and determined on a closing-of-the-books basis through the limitations provided in Sections 10.1 Closing, except for periodic Taxes (such as real property Taxes) which shall not apply.be determined on a daily pro rata basis); (be) 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 otherwisethe Liabilities set forth on Schedule 13.1(e) with respect to the Contracts set forth on Schedule 13.1(e); or (f) 50% of all product warranty claims under Sections 10.2(a)Contracts that constitute Assets to the extent solely based on actions, until omissions, or occurrences prior to the total of all Damages with respect Effective Time to the extent such matters exceeds Fifty Thousand Dollars ($50,000), and then claims exceed the amounts reserved for product warranty claims on the total amount of DamagesFinal Closing Net Assets Statement.

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. (a) Seller hereby agrees to indemnify and hold Purchaser harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from: (i) any breach of any warranty or representation of Seller contained herein; (ii) any breach by Seller of any of its covenants or agreements herein; or (iii) any Excluded Liability; (iv) any Liabilities arising out of or resulting from any breach by Seller or any Affiliate prior to the Closing Date of any provision of the Roseland Lease or any Assigned Contract; (v) any Liabilities of Seller or any Affiliate in respect of any Excluded Assets; (vi) any Liabilities of Seller or any Affiliate in respect of any lawsuits, claims, suits, proceedings or investigations relating to Seller or the conduct of the Business prior to the Closing Date; (vii) any Liabilities arising out of or resulting from non-compliance by Seller or any Affiliate prior to the Closing Date with any Laws applicable to the Business or the Purchased Assets; (viii) any Liabilities of Seller or any Affiliate under any accounts payable, whether or not relating to the Business; and (ix) any Liabilities of Seller or any Affiliate to the Employees (including the Transferred Employees), other than Liabilities described in Section 11.2(a)(iii). provided, however, that: (A) Seller shall not be required to indemnify and hold harmless under clause (i) of this Section 11.1(a) with respect to Losses and Expenses incurred by Buyer Group Members unless the aggregate amount of such Losses and Expenses subject to indemnification by Seller exceeds $100,000, whereupon the Buyer Group Members shall be entitled to be indemnified for all such Losses and Expenses; (B) in no event shall the aggregate amount required to be paid by Seller for indemnification pursuant to clause (i) of this Section 11.1(a) exceed: (1) 20% of the Purchase Price with respect to any representations and warranties other than those set forth in Sections 5.1. 5.2. 5.5, 5.6 and 5.11 (the “Excluded Seller Representations”) or (2) 100% of the Purchase Price with respect to all representations and warranties of the Seller contained in Article V; and (C) no breach by Seller of any representation, warranty, covenant or agreement in this Agreement shall be deemed to be a breach of this Agreement for any purpose hereunder, and neither Buyer nor any Affiliate of Buyer shall have any claim or recourse against Seller or its directors, officers, employees, Affiliates, stockholderscontrolling persons, agents, attorneysadvisors or representatives with respect to such breach, representativesif Buyer or any Affiliate of Buyer had, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) harmless from and against any and all Damages prior to the extent based upon or resulting from or incurred in connection withexecution of this Agreement, actual knowledge of such breach. (b) The indemnification provided for pursuant to clause (i) of Section 11.1(a) shall terminate six (6) months after the Closing Date (and no claims shall be made by any Buyer Group Member under clause (i) of Section 11.1(a) thereafter), except that the indemnification by Seller shall continue as to: (i) any breach ofthe Excluded Seller Representations, 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 inaccuracyas to which no time limitation shall apply; (ii) the representations and warranties set forth in Section 5.3, as to which the indemnification provided for pursuant to clause (i) of this Section 11.1 shall terminate upon the expiration of the applicable statutes of limitations with respect to Taxes (taking into account any breach extensions or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller;waivers thereof); and (iii) any Accounts Receivable set forth on Loss or Expense of which any Buyer Group Member has notified Seller balance sheet as in accordance with the requirements 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 Section 11.3 on or before the Closing Date related 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 date such indemnification would otherwise terminate in accordance with this Section 10.211.1(b), Seller’s obligations under any as to which the obligation of subsections (iii)-(v) Seller shall be controlling and continue until 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 liability 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 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 XI, and then Seller shall have reimbursed all Buyer Group Members for the total full amount of Damagessuch Loss and Expense in accordance with this Article XI.

Indemnification by Seller. Seller shall defend, indemnify and hold harmless Buyer, its affiliates and their respective stockholders, directors, officers and employees from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements, arising from or relating to: (a) any inaccuracy in or breach of any of the representations or warranties of 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 contained in this Agreement or in any document, schedule, instrument or certificate transaction document to be delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracyhereunder; (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 or any transaction document to be delivered hereunder; (iiic) any Accounts Receivable set forth on indebtedness or transaction expenses 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 paid at or doubtful accounts reflected thereon. (iv) any Excluded Liabilityprior to Closing; and (vd) any pending litigation on third party claims arising from or before the Closing Date related relating to the Business, the Purchased Assets, the Assumed Liabilities, Retained Liabilities or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) Retained Assets of Seller. All claims for indemnification by Buyer for any breach of a representation or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) warranty shall be controlling and subject to a deductible in an amount equal to 0.75% of the limitations provided in Sections 10.1 shall not apply. Purchase Price (bthe “Indemnification Deductible”) 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) such that 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 damages exceeds Fifty Thousand Dollars ($50,000), the Indemnification Deductible and then only for the total amount by which such damages exceed the Indemnification Deductible. The aggregate liability of DamagesSeller under this Agreement or any transaction document delivered in connection herewith shall not exceed an amount equal to 10% of the sum of (i) the Purchase Price and (ii) the value of the Shares issued to Seller, calculated as the number of Shares multiplied by $0.15 per Share (the issue price as set forth in Section 1.04) (the “Liability Cap”). Notwithstanding anything to the contrary, the Indemnification Deductible and the Liability Cap shall not apply to any claim for indemnification for any breach of the Fundamental Representations or for fraud; provided, however, in no event shall the aggregate liability of Seller under this Agreement exceed the net cash proceeds actually received by Seller under Section 1.03.

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. As provided immediately below, Seller ------------------------- agrees for two (2) years to indemnify and defend and hold harmless Buyer from and against all liabilities, losses, claims, costs or damages, whatsoever arising out of or from or based upon: (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 contained in Section 4.1 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.or (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware the non-performance by Seller of any event which would reasonably covenant, agreement or obligation to be expected to, or does, give rise thereto.performed by Seller hereunder; (c) any and all matters arising from or in connection with or related to the ownership, use or operation of the Assets prior to the Closing Date not covered by the indemnities given in Section 9.2(a), (b), or (d) including the indemnification for losses, claims, and expenses attributed to consents which are otherwise Permitted Encumbrances under Section 4.1(n) (1) and (3); or (d) all liabilities, losses, claims, costs or damages, whatsoever arising out of or from or based upon Environmental Claims asserted by Seller pursuant to Section 6.5. The foregoing indemnification obligations of Seller shall have only apply if a claim for such indemnification is provided to Seller in writing at the address set forth in Section 15.10 setting forth in detail the particular facts and circumstances which give rise to the claim; and further provided, that any such claim must be submitted within two (2) years of Closing. Under no circumstance shall Seller be obligated to make payment or incur liability under this indemnification provision for the first $125,000 in the aggregate of such liabilities, losses, claims, costs or damages asserted pursuant to Sections 9.2(a),(b) and (for indemnification or otherwise) with respect to claims under Sections 10.2(ac), until nor shall Seller be obligated to make payment or incur liability under this indemnification provision for the total first $125,000 in the aggregate of such liabilities, losses, claims, costs or damages asserted pursuant to Section 9.2(d). Seller's obligation to make payment or incur liability under these indemnification provisions or any other indemnity herein is further limited in that Seller's liabilities, payments, costs and expenses for all Damages with respect to such matters exceeds Fifty Thousand Dollars indemnified claims contained in Sections 9.2(a), ($50,000b), and then (c) shall not exceed $4,000,000, and that Seller's liabilities, payments, costs and expenses for the total all indemnified claims contained in 9.2(d) or elsewhere for any Environmental Claims asserted after Closing, or other environmental matters falling within this section for indemnification in all or part, shall not exceed a separate amount of Damages$4,000,000.

Indemnification by Seller. (a) Subject to the terms of Section 10.3 hereto, Seller hereby agrees to shall indemnify and hold Purchaser harmless Purchaser, and its directorsmanagers, members, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors employees and permitted assigns agents (collectively, the “"Purchaser Indemnified Parties”) harmless "), from and against and in respect of any and all Damages to the extent based upon or resulting from suffered or incurred in connection with: by any of them resulting from, arising out of, based on or relating to (i) any breach of, or inaccuracy in, 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; (ii) any breach failure to perform duly and punctually any covenant, agreement or violation undertaking on the part of any Pre-Closing Covenant or Post-Closing Covenant by Seller; Seller contained in this Agreement; (iii) any Accounts Receivable set forth on breach of a representation or warranty included in any certificate, schedule or other agreement, instrument or document, in each case delivered by Seller balance sheet as to Purchaser pursuant to the terms of this Agreement (collectively, the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns "Seller Related Documents"); or doubtful accounts reflected thereon. (iv) any Excluded Liabilityliabilities of Seller with respect to Seller's actions relating to employees of Seller or benefit plans or payroll practices of Seller; and (v) any pending litigation on or before the Closing Date related to the Businessprovided, the Purchased Assetshowever, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections shall not be entitled to indemnification pursuant to this Section 10.1 (iA) for Damages resulting from, arising out of, based on or relating to any breach of any representation or warranty made by Seller or an Affiliate of Seller in, or any failure to perform duly and punctually any covenant, agreement or undertaking on the part of Seller or an Affiliate of Seller contained in, any Seller Related Documents with respect to the sale of any Canadian information technologies equipment leasing assets by Seller (or an Affiliate of Seller) to Purchaser (or an Affiliate of Purchaser) or (iiB) as a result of any breach of any representation or warranty made by Seller in Section 4.2(b)(ii) to the extent that a matter causing a breach of Section 4.2(b)(ii) is the result of an Obligor's failure to provide insurance (or self insure) or, on and after the Closing, Purchaser's failure to insure (but only with respect to Financing Contracts that are listed on Schedule 4.2(b)(ii)) against loss or damage with respect to any of subsections (iii)-(v) Leased Property subject to or governed by a Financing Contract. For purposes of this Section 10.210.1, Seller’s obligations under a breach of a representation or warranty contained in this Agreement or any of subsections (iii)-(v) Seller Related Document shall be controlling and the limitations provided in Sections 10.1 shall deemed to exist either if such representation or warranty is actually inaccurate or breached, if such representation or warranty would have been breached or been inaccurate if such representation or warranty had not apply. (b) Purchaser shall take and shall cause its Affiliates contained any limitation or qualification as to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected tomateriality, Material Adverse Effect or doesSeller's Knowledge, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) or, with respect to claims under Sections 10.2(a)representations and warranties set forth in Article IV only, until the total of all Damages if such representation or warranty would have been breached or been inaccurate if disclosures with respect to such matters exceeds Fifty Thousand Dollars ($50,000)representation or warranty had not been made in the Seller Disclosure Schedules, it being the intention of the parties hereto that the Purchaser Indemnified Parties shall be indemnified and then for held harmless from and against any and all Damages suffered or incurred by any of them resulting from, arising out of, based on or relating to the total amount failure of Damagesany such representation, warranty, certificate, schedule or other agreement, instrument or document to be true and correct in any respect, determined in each case without regard to any qualification as to materiality, Material Adverse Effect or Seller's Knowledge set forth with respect thereto or, with respect to representations and warranties set forth in Article IV only, any disclosures contained in the Seller Disclosure Schedules with respect thereto.

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 provisions of Subsection 9.3(b) below and Section 10.2 below, Seller hereby agrees to shall indemnify and hold Purchaser harmless Buyer and its directorsany officer, officersdirector, employeesagent, employee or affiliate of Buyer ("Buyer's Affiliates") thereof with respect to any and all demands, stockholdersclaims, agentsactions, suits, proceedings, assessments, judgments, costs, losses, damages, liabilities and expenses (including reasonable attorneys, representatives, successors and permitted assigns ' fees) (collectively, the “Purchaser Indemnified Parties”"Indemnification Claims") harmless from and against any and all Damages relating to the extent based upon or resulting from or incurred in connection witharising out of: (i) any Any breach of, or inaccuracy in, any representation or warranty made nonperformance 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 inaccuracyother Documents; (ii) any breach or violation Any Indemnification Claims arising out of any Pre-Closing Covenant or Post-Closing Covenant by Sellerthe potential, pending and settled litigation matters referenced in Section 3.15 of this Agreement; (iii) any Accounts Receivable set forth on The ownership or operation by the Company or the Seller balance sheet as of the Closing Date which are not fully collected within one (1) year after Station or the Assets on or prior to 12.10 a.m. Pacific time on the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon.at such other time the parties agree to in writing, on the Closing Date; (iv) any Excluded LiabilityAll other liabilities and obligations of the Company other than the Assumed Obligations; and (vb) any pending litigation on or before Notwithstanding anything contained herein to the contrary, if the Closing Date related to the Businessoccurs, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may shall not be obligated to indemnify Purchaser Indemnified Parties under both subsections Buyer pursuant to Subsection (a) above (i) for any amounts in excess of the Cash Purchase Price in the aggregate, or (ii) unless and until the aggregate amount of such Indemnification Claims exceeds Buyer's Threshold Limitation, in which case Buyer, Buyer's Affiliates and Buyer's successors and assigns shall then be entitled to indemnification of the entire aggregate amount of such Indemnification Claims, provided that any of subsections amounts owed by Seller to Buyer, Buyer's Affiliates and Buyer's successors and assigns under Subsections (iii)-(va)(ii)- (iv) 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 above shall not apply. (b) Purchaser shall take be counted in determining whether Buyer's Threshold Limitation is satisfied, and shall cause its Buyer, Buyer's 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 and Buyer's successors and assigns shall have no liability the right to recover any such payment under Subsections (for indemnification or otherwisea)(ii)-(iv) with respect to claims under Sections 10.2(a), until the total of all Damages with respect above without regard to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damageslimitation.

Indemnification by Seller. (a) From and after Closing, the 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, harmless the “Purchaser Indemnified Parties”) harmless Buyer Indemnitees from and against any and all Damages to suffered by any of the extent based upon or Buyer Indemnitees resulting from from, arising out of, or incurred with respect to, or (in connection with: the case of claims asserted against any of the Buyer Indemnitees by a third party) alleged to result from, arise out of or have been incurred with respect to, (i) any breach of, or inaccuracy in, Breach of any representation or warranty as of the date 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 of Seller contained in this Agreement or the certificates provided pursuant to Section 1.06(a)(x), (1ii) year after the Closing Date, net any Breach of any applicable reserve covenant or other obligation of the Seller contained in this Agreement or the certificates provided pursuant to Section 1.06(a)(x), (iii) all claims arising in connection with a possible continuity of employment ("Betriebsubergang") from any former employees of Seller, except for returns or doubtful accounts reflected thereon. those listed on Part 9.02 of the Disclosure Schedule, according to Section 613a of the German Civil Code, (iv) any Excluded Liability; and Taxes, for which the tax liability of the Buyer arises from the conduct of the business and any tax deductions and any repayable tax refunds within the meaning of ss. 75 of the German Fiscal Code ("Abgabenordnung") including but not limited to any trade taxes, VAT and other taxes, (v) any pending litigation the operation of the nvSRAM Product Line by Seller on or before the Closing Date related to and (vi) the Business, ownership or use of the Purchased Assets, Assets by Seller before 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 applyClosing Date. (b) Purchaser From and after Closing, the Seller shall take indemnify, defend and shall cause its Affiliates to take all reasonable steps to mitigate hold harmless the Indemnitees from and against any Damages upon becoming aware suffered by any of the Indemnitees resulting from fraud, Liabilities for late deliveries in the purchase orders identified on Part 9.01(a) of the Disclosure Schedule (but only for Liabilities for events that arise until the products covered by the purchase order are made available for shipment by Seller) and any event which would reasonably be expected toliabilities that are not Assumed Liabilities, or doesincluding Taxes, give rise theretoenvironmental liabilities, and product liabilities, to the extent related to the operation by Seller of the nvSRAM Product Line prior to the Closing Date. (c) For any indemnification by Seller that is paid in Common Stock, the value of the Common Stock shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until be determined based on the total volume weighted average price of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then Common Stock for the total amount of Damages60 trading days prior to the Execution Date.

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 hereof and the Closing Date (other than any representation or warranty that expressly relates to a specific date, which representation and warranty shall be made on the date so specified) (provided, however, that Seller shall not be obligated to indemnify the Purchaser Indemnified Parties pursuant to this Section 9.02(a) for any Tax imposed with respect to a Post-Closing Tax period on the basis of a breach of any representation or warranty 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 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(athe operation of the Business or the Companies prior to the TBA Effective Date (whether such claim or Action is brought by a third party or otherwise), until other than to the total extent any such Loss arises under any Contract (other than under any Contract for any prior sales of all Damages with respect business units by any Company or any Losses arising out of or resulting from any breach of any Contract by any Company prior to such matters exceeds Fifty Thousand Dollars ($50,000the TBA Effective Date), (g) any Third Party Claim to the extent of any punitive damages award where such Third Party Claim arises out of or results from the operation or conduct of the Business or the Companies prior to the TBA Effective Date and then for the total amount of Damagesany Environmental Liability, and (h) any Environmental Liability.

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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇ ▇▇▇▇▇▇ 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.