Common use of Indemnification by Seller Clause in Contracts

Indemnification by Seller. From and after the Closing, Seller shall indemnify and hold harmless Purchaser and its Affiliates (the “Purchaser Indemnitees”) from and against any and all Damages which any Purchaser Indemnitee may incur or suffer to the extent proximately caused by (a) the breach of, or inaccuracy in, any representation or warranty made by Seller in this Agreement, (b) the breach of any covenant or obligation of Seller contained in this Agreement, (c) the failure of Seller or any Retained Subsidiary to discharge any Excluded Liability, (d) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunder.

Indemnification by Seller. From Subject to the terms and conditions of this ARTICLE VIII, from and after the Closing, Seller shall shall, with monies from the General Escrow Account, indemnify Buyer and hold harmless Purchaser each of its officers, directors, employees, agents, equity holders or the successors and its Affiliates assigns of the foregoing (the “Purchaser IndemniteesBuyer Indemnified Parties,” and each a “Buyer Indemnified Party”) in respect of, and hold each Buyer Indemnified Party harmless from and against against, any and all Damages which claims, debts, obligations and other liabilities, monetary damages, fines, penalties, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Damages”) incurred by any Purchaser Indemnitee may incur Buyer Indemnified Party or suffer any Affiliate thereof to the extent proximately caused by resulting from any: (a) the subject to Section 8.5 hereof, breach of, or inaccuracy in, of any representation or warranty made by of Seller contained in Section 3.1 or Section 3.2 of this Agreement, Agreement or the certificate of Seller delivered at the Closing pursuant to Section 7.1(c); (b) the breach of failure to perform any covenant or obligation agreement of Seller contained in this Agreement, ; (c) the failure of Seller or any Retained Subsidiary to discharge any Excluded Liability, (d) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path Seller for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subjector Taxes for which the Seller is held liable under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor by contract or otherwise, by reason of Seller being included in each case an affiliated group filing a consolidated federal Tax Return, or any similar group for federal, state, local or foreign Tax purposes, at any time on or before the Closing Date; (d) the Action listed on Section 8.1(d)(i) of the Disclosure Schedule (asuch Action, the “Specified Action”); provided that in no event shall Seller have any obligation to indemnify Buyer pursuant to this Section 8.1(d) through for (i) any damage awards or amounts payable to any Governmental Entity in such Specified Action, if and solely to the extent attributable to Buyer’s alleged violation of Law or (ii) the obligations of the Company set forth on Section 8.1(d)(ii) (the obligation described in this clause (ii), the “Buyer Specified Liability”); or (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees any claims for which Seller has agreed to take, all commercially reasonable steps indemnify Buyer pursuant to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderSection 6.14.

Indemnification by Seller. From (a) Seller will indemnify, defend, save and hold each of Buyer and GTI and any of their Affiliates (including after the Closing, Seller shall indemnify the Company and hold harmless Purchaser any Company Subsidiary) and any of its Affiliates and their respective directors, officers, employees or agents (the “Purchaser Indemnitees”"GTI Affiliates") harmless from and against any and all Damages damage, liability, loss, 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 any suit, action or proceeding) actually incurred or sustained by Buyer, GTI or any GTI Affiliate which any Purchaser Indemnitee may incur shall arise out of or suffer to the extent proximately caused by result from (a) the any breach of, or inaccuracy in, of any representation and warranty given or warranty made by Seller in Article III herein or in any certificate delivered under this Agreement, or (b) the breach noncompliance with or nonperformance of any agreement, obligation or covenant or obligation of Seller contained in under this Agreement, provided that (ci) the failure none of Seller Buyer, GTI or any Retained Subsidiary GTI Affiliate shall be entitled to discharge recover any Excluded Liabilityamount under this Section 9.1(a) unless and until the aggregate amount which the Buyer, GTI and the GTI Affiliates are entitled to recover in respect of any claim for indemnification exceeds US$2,750,000 (dor the equivalent thereof in any other currency), in which event the entire amount of such claims shall be recoverable; (ii) Taxes individual claims less than US$250,000 (or the equivalent thereof in any other currency) may be not aggregated for the purposes of reaching the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods US$2,750,000 threshold; (iii) Seller shall have no liability in respect of any claim unless written notice describing the nature of such claim shall have been given to Seller by GTI in accordance with Section 11.10 within the survival period specified in Section 11.4; (iv) Seller shall have no liability in respect of any claim to the extent that it arose or (e) any Taxes is increased as a direct result of an affiliated, combined, consolidated or unitary group increase in rates of which Genzyme Genetic Counseling or G-Path is or was a member any Tax implemented on or before after the Closing Date or imposed on Genzyme Genetic Counseling the passing of any legislation after the Closing Date with retroactive effect; (v) neither Buyer, nor GTI nor any GTI Affiliate shall be entitled to be paid in full more than once in respect of any claim arising out of the same subject matter; and (vi) if any potential claim shall arise by reason of a liability which is contingent only, then Seller shall have no obligation to make any payment in respect of such claim until such time as the contingent liability ceases to be contingent and becomes actual. (b) Notwithstanding the foregoing or G-Path anything else in this Agreement to the contrary, in no case shall the liability of Seller in connection with any indemnity obligation or otherwise under this Agreement exceed the sum of (1) the Notional Price; and (2) all costs and expenses of Buyer and GTI incurred in entering into this Agreement, including, without limitation, (A) fees and expenses of all outside advisors and (B) any amounts expended in pursuing any claim as a transferee result of, or successor with respect to, in each instancearising out of, a Pre-Closing Tax Period, subject, in each case breach of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware a representation or a warranty or noncompliance with or nonperformance of any event that would reasonably be expected toof Seller's agreements, obligations or does, give rise to an Indemnification Claim covenants hereunder.

Indemnification by Seller. (a) From and after the ClosingEffective Time, Seller shall indemnify indemnify, defend and hold harmless Purchaser and Buyer, its Affiliates (the “Purchaser Indemnitees”) and each of their respective officers, directors, employees, shareholders, agents and Representatives from and against any and all Damages which costs, claims, losses, damages, Taxes, Liabilities, obligations, lawsuits, deficiencies, demands and expenses (whether or not arising out of third-party claims), including without limitation, interest, penalties, costs of mitigation, all amounts paid in the investigation, defense or settlement of any Purchaser Indemnitee may incur of the foregoing and reasonable third-party legal fees and expenses (collectively, “Losses”) suffered or suffer incurred by any such indemnified party, net of any (i) Tax benefits actually realized in the year of the related indemnity payment or earlier, calculated on a with and without basis, attributable to the extent proximately caused incurrence or payment of the incurred Losses, and (ii) solely with respect to clause (D) below, insurance proceeds received by (a) the breach Buyer or its Affiliates under any Seller Insurance Policy, incurred in connection with, arising out of, resulting from or incident to (A) any breach or inaccuracy in, of any representation or warranty of Seller made by Seller in or pursuant to this Agreement, (bB) the any breach of any covenant or obligation agreement of Seller contained made in or pursuant to this Agreement, (C) the Excluded Liabilities or (D) any Casualty Loss occurring prior to the Closing Date; provided, however, that Seller shall not have any Liability under clause (A) above (x) with respect to breaches or inaccuracies of any representation or warranty of Seller under Section 3.17 (Sufficiency of Assets), unless the aggregate of all Losses relating thereto for which Seller would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to Eighteen Million Five Hundred Thousand United States Dollars ($18,500,000) (the “Lower Basket”), and then only to the extent that the aggregate of all such Losses relating thereto exceeds the Lower Basket and (y) with respect to breaches or inaccuracies of any other representation or warranty of Seller made in or pursuant to this Agreement, unless the aggregate of all Losses relating thereto for which Seller would, but for this proviso, be liable (together with all Losses referred to in foregoing clause (x)) exceeds on a cumulative basis an amount equal to Thirty-Seven Million United States Dollars ($37,000,000) (the “Higher Basket”), and then only to the extent that the aggregate of all such Losses exceeds the Higher Basket; provided, further, however, that Seller’s aggregate liability under clause (A) above shall in no event exceed Five Hundred Fifty-Five Million United States Dollars ($555,000,000) (the “Cap”). Notwithstanding the foregoing, (1) the limitations on liability set forth in each of the foregoing provisos shall not apply with respect to (x) Losses arising out of a breach of a representation or warranty set forth in Section 3.1(a) (Seller’s Authority); Section 3.1(c) (Investment Canada Act); the first sentence of Section 3.2(a) (Title to Tangible Assets); Section 3.3(b) (Title to Real Property); Section 3.10 (Brokers); or Sections 3.16(e), 3.16(f), 3.16(g), 3.16(h), 3.16(i) and 3.16(j) (Taxes); or (y) claims of, or cause of action from, fraud; and (2) the Cap shall not apply with respect to Losses arising out of a breach of a representation or warranty set forth in Section 3.17 (Sufficiency of Included Assets); provided, however, that if the absence of an asset or service resulted in a breach of a representation or warranty set forth in Section 3.17 (Sufficiency of Included Assets), to the extent that such breach may be cured by delivery of such asset or service, Seller’s indemnification obligations hereunder may, at its option, be cured to such extent (and only such extent) by delivery of such asset or service, and the remaining indemnification obligations with respect to such breach (if any) shall be satisfied in accordance with the other provisions of this Article 8. (b) Notwithstanding the foregoing, in no event shall Seller have any obligation to indemnify or hold harmless Buyer pursuant to Section 8.2(a)(C) for any Loss or Liability that would be an Excluded Liability under Section 1.6(h) under or relating to any Environmental Law (or any Permit required thereunder) to the extent any such Loss or Liability both (i) arises from or relates to (A) Hazardous Substances that are released, spilled, discharged or disposed at, on, in, under or from any third-party property that, after the Closing Date, migrates on to, into, under or through or otherwise comes to be present at any Transferred Facility; (B) a change in use or zoning of any Transferred Facility after the Closing Date from industrial use or zoning, in which case Seller shall only be responsible for such Loss or Liability up to the cost of implementing the remediation or other standards that otherwise would have been applicable to such Transferred Facility or any Remedial Action relating thereto based on industrial use or zoning; (C) costs incurred or Remedial Actions implemented that are commercially unreasonable for purposes of remediating such Loss or Liability, or (D) the removal, abatement or disposal from a Transferred Facility after the Closing Date of asbestos, lead paint or building components containing such materials that, as of the Closing Date, exist in a state and are maintained in compliance with Environmental Law; and (ii) is incremental to any other Loss or Liability with respect to which Buyer and/or its Affiliates (and/or any of their respective officers, directors, employees, shareholders, agents and Representatives) are otherwise entitled to indemnification pursuant to this Agreement (but for the provisions of this sentence). (c) Notwithstanding the failure foregoing, Seller’s obligation to indemnify or hold harmless Buyer pursuant to Section 8.2(a)(C) for any Loss or Liability that would be an Excluded Liability under Section 1.6(h) under or relating to any Environmental Law (or any Permit required thereunder) that (i) arises from or relates to a Change in Environmental Law and (ii) is incremental to any other Loss or Liability with respect to which Buyer and/or its Affiliates (and/or any of their respective officers, directors, employees, shareholders, agents and Representatives) are otherwise entitled to indemnification pursuant to this Agreement (but for the provisions of this sentence) (any such Losses and Liabilities, “Change in Environmental Law Losses”), shall be (A) only fifty percent (50%) of such Change in Environmental Law Losses for claims made within twenty (20) years following the Closing Date and (B) zero percent (0%) of all such Change in Environmental Law Losses for claims made after twenty (20) years following the Closing Date. (d) To the extent a Loss or Liability under or relating to any Environmental Law (or any Permit thereunder) for which Buyer and/or its Affiliates (and/or any of their respective officers, directors, employees, shareholders, agents and Representatives) are entitled to indemnification under this Agreement arises (i) from a Change in Environmental Law that would require altering, retrofitting or replacing the improvements, equipment or materials at the Transferred Facilities (but not with respect any Loss or Liability arising from or relating to the presence of any Hazardous Substances encountered in the course of any such alterations, retrofitting or replacements) and (ii) is incremental to any other Loss or Liability with respect to which Buyer and/or its Affiliates (and/or any of their respective officers, directors, employees, shareholders, agents and Representatives) are otherwise entitled to indemnification pursuant to this Agreement (but for the provisions of this sentence) (any such Losses and Liabilities, “Change in Law Alteration and Retrofitting Losses”), then Seller shall have no indemnification obligation with respect to such Change in Environmental Law Alteration and Retrofitting Losses. (e) Any Loss or Liability meeting the tests described in both Section 8.2(b)(i) and (ii), fifty percent (50)% of any Change in Environmental Law Losses for claims made within twenty (20) years following the Closing Date, one hundred percent (100%) of all Change in Environmental Law Losses for claims made after twenty (20) years following the Closing Date and one hundred percent (100%) of all Change in Law Alteration and Retrofitting Losses shall be deemed to constitute Included Liabilities; provided, however, that such Included Liabilities shall not include any such Loss or Liability to the extent they are retained by Seller or its Affiliates (other than pursuant to Section 1.6(h)), or otherwise are the responsibility of Seller or any Retained Subsidiary its Affiliates pursuant to discharge any Excluded Liabilityother provisions of this Agreement, whether arising from Seller’s breach or inaccuracy of a representation or warranty (dincluding, without limitation, the representations and warranties contained in Section 3.13) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated pursuant to Seller’s indemnification obligations or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderotherwise.

Indemnification by Seller. From and after the ClosingExcept as otherwise set forth below, Seller shall indemnify and hold harmless Purchaser defend the Buyers, Parent and its Affiliates their respective Affiliates, directors, officers, employees, consultants, agents, representatives and other personnel, in their capacities as such, and the successors, heirs and personal representatives of any of them (collectively, the “Purchaser Indemnitees”) Buyer Indemnified Parties”)against and hold each of them harmless from and against any and all Damages which damages, claims, losses, liabilities, Environmental Costs and Liabilities, Export Control Laws Costs and Liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) (collectively, “Losses”) incurred or suffered by any Purchaser Indemnitee may incur Buyer Indemnified Party arising out of or suffer relating to (i) a breach by the extent proximately caused by (a) the breach of, or inaccuracy in, Seller of any representation or warranty made by the Seller in this AgreementAgreement or in any certificate delivered pursuant hereto, (bii) a failure by Willtek, the breach Willtek Subsidiaries and/or the Company, as the case may be, (or, with regard to Sections 5.3 and 5.4, the Seller’s Affiliates) to perform or comply with their respective covenants or agreements contained herein or in any Related Document, (iii) noncompliance with any applicable bulk transfer Laws of any covenant state or obligation of Seller contained in this Agreementcountry, (civ) any Taxes in respect of the failure operation of Seller the Business or ownership of the Acquired Assets attributable to any Retained Subsidiary Pre-Closing Tax Period and Transfer Taxes arising as a result of, or in connection with, the sale, transfer and conveyance of the Acquired Assets which, according to discharge any Excluded LiabilitySections 6.3 and 6.4, notwithstanding the operation of applicable Law, are internally to be the responsibility of the Willtek Group, (dv) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods Environmental Liabilities, (vi) Liabilities for Employment Claims resulting from, or (e) predicated upon, any Taxes of an affiliated, combined, consolidated events or unitary group of which Genzyme Genetic Counseling circumstances arising or G-Path is or was a member on or before occurring prior to the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor in connection with respect tothe operation of the Business, in each instance, a (vii) all Pre-Closing Tax PeriodExport Control Laws Liabilities, subject(viii) any Excluded Liabilities, (ix) the security interests in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will takethe patents described on Schedule 3.12(d), and will cause (x) the other Purchaser Indemnitees non-compliance by Willtek with the requirements of the German Foreign Trade Act, provided, however, that the Seller shall have no indemnification obligations to take, all commercially reasonable steps the Buyer Indemnified Parties hereunder to mitigate the extent that any Damages upon becoming aware of any event that would reasonably be expected to, the foregoing obligations or does, give rise to liabilities is an Indemnification Claim hereunderAssumed Liability.

Indemnification by Seller. From (a) Seller hereby indemnifies Buyer against and after agrees to hold it harmless from any (i) Indemnifiable Tax of the Company or any Subsidiary, and (ii) liabilities, costs, 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 Indemnifiable Tax, including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any Indemnifiable Tax, in each case incurred or suffered by Buyer, any of its Affiliates or, effective upon the Closing, the Company, or any Subsidiary (the sum of (i) and (ii) being referred to as a "Loss"); provided, however, that Seller shall indemnify have no liability for the payment of any loss attributable to or resulting from any action described in Section 8.03(a) hereof; and hold harmless Purchaser provided, further, that Seller shall have no obligation to make any payment to Buyer pursuant to this Section 8.07 until the amount of all claims arising pursuant hereto in the aggregate (minus any Temporary Difference attributable thereto multiplied by the Applicable Tax Rate, each as defined in Section 8.07(b) hereof) exceeds the Basket, in which case Buyer shall be entitled to indemnity calculated in accordance with Section 8.07(b) for the full amount of all claims in excess of the Basket. (b) If Seller's indemnification obligation under Section 8.07(a) arises in respect of an adjustment which makes allowable to Buyer, any of its Affiliates, the Company or any Subsidiary, for any Post-Closing Tax Period, any deduction, amortization, exclusion from income, credit or other allowance (a "Temporary Difference") which would not, but for such adjustment, be allowable, then any payment by Seller to Buyer under Section 8.07(a) shall be an amount equal to (x) the amount otherwise due but for this subsection (b), minus (y) the present value of the Temporary Difference (determined as if the Buyer and its Affiliates have sufficient taxable income or other tax attributes to permit the utilization of the Temporary Difference at the earliest time permissible under applicable law) discounted at a rate of 10%, multiplied by the Applicable Tax Rate plus (the “Purchaser Indemnitees”) from and against any and all Damages which any Purchaser Indemnitee may incur or suffer to the extent proximately caused by (az) the breach ofpresent value of the Temporary Difference, or inaccuracy inif any, any representation or warranty made allowable to Seller as a consequence of the adjustment giving rise to such payment, discounted at a rate of 10%, multiplied by Seller in this Agreement, (b) the breach of any covenant or obligation of Seller contained in this Agreement, Applicable Tax Rate. (c) the failure If as a result of an adjustment Seller or makes a payment to any Retained Subsidiary to discharge any Excluded Liability, (d) Taxes Taxing Authority in respect of an Indemnifiable Tax of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor Company with respect to, in each instance, a to any Pre-Closing Tax Period, subjectthen Buyer shall promptly pay to Seller an amount equal to such payment made by Seller, provided, however, that any such payment by Buyer shall not exceed an amount equal to (x) the positive balance, if any, in each case the Basket plus (y) the present value of the Temporary Difference, if any, allowable to Buyer, any of its Affiliates or, effective upon the Closing, the Company or any Subsidiary as a consequence of the adjustment giving rise to such payment, discounted at a rate of 10%, multiplied by the Applicable Tax Rate minus (az) through the present value of the Temporary Difference, if any, allowable to Seller as a consequence of the adjustment giving rise to such payment, discounted at a rate of 10%, multiplied by the Applicable Tax Rate. (d) The Basket shall be reduced by (i) the amount of any claim of Buyer under Section 8.07(a) hereof that is not paid in whole or part by Seller solely by reason of there being a positive balance in the Basket, minus any Temporary Difference attributable thereto multiplied by the Applicable Tax Rate, and (ii) the amount of any payment of Buyer to Seller under Section 8.07(c) hereof, minus any Temporary Difference attributable thereto multiplied by the Applicable Tax Rate. (e) aboveIf any claim or demand for Indemnifiable Taxes is asserted in writing against Buyer, Sections 11.2.2(b) and 11.9. Purchaser will takeany of its Affiliates or, effective upon the Closing, the Company or any Subsidiary, Buyer shall notify Seller of such claim or demand within 20 days of receipt thereof, or such earlier time that would allow Seller to timely respond to such claim or demand, and will cause 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 8.07 by paying to Buyer the other Purchaser Indemnitees amount of the applicable Loss, calculated on the date of such payment. Seller may, at its own expense, participate in and, upon notice to takeBuyer, assume the defense of any such claim, suit, action, litigation or proceeding (including any Tax audit). If Seller assumes such defense, Buyer shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Seller. Whether or not Seller chooses to defend or prosecute any claim, all commercially reasonable steps of the parties hereto shall cooperate in the defense or prosecution thereof. (f) Any payment by Seller pursuant to mitigate this Section 8.07 shall be made not later than 30 days after receipt by Seller of written notice from Buyer stating that any Damages Loss has been paid by Buyer, any of its Affiliates or, effective upon becoming aware the Closing, the Company or any Subsidiary and the amount thereof and of the indemnity payment requested. (g) Seller shall not be liable under this Section 8.07 for (i) any event that would reasonably be expected toIndemnifiable Tax the payment of which was made without Seller's prior written consent or (ii) any settlements effected without the consent of Seller, or doesresulting from any claim, give rise suit, action, litigation or proceeding in which Seller was not permitted an opportunity to an Indemnification Claim hereunderparticipate.

Indemnification by Seller. From Sellers shall, severally and after not jointly and in accordance with their respective Pro Rata Percentages, indemnify Buyer, the ClosingCompany and all of their respective Affiliates and their respective equity owners, Seller shall indemnify directors, employees, agents and other Representatives (collectively, the “Buyer Indemnified Parties”) against and hold them harmless Purchaser and its Affiliates from the following (the “Purchaser IndemniteesBuyer Indemnified Losses”) from and against any and all Damages which any Purchaser Indemnitee may incur or suffer to the extent proximately caused by ): (a) the all Losses resulting from, arising out of or related to (i) any inaccuracy in or breach of, or inaccuracy in, of any representation or warranty made by of any Seller or the Company contained in this Agreement, Agreement or any schedule to this Agreement and (bii) any breach by any Seller or the breach Company of any agreement or covenant or obligation of Seller contained in this Agreement, or any schedule to this Agreement; provided, however, that Buyer Indemnified Losses will not include Excluded Taxes; (b) all Losses in excess of Twenty-Five Thousand Dollars ($25,000) resulting from, arising out of or related to any breach or violation by the Company occurring prior to the Closing of any Contract by and between the Company and the GSA; (c) all Losses (for the avoidance of doubt, including any loss of tenant improvements) resulting from, arising out of or related to the failure of Seller Sellers to obtain consent or acknowledgement, as applicable, to the transactions contemplated hereby from the applicable landlord with respect to each Specified Lease Agreement in the applicable form attached hereto as Exhibit H or Exhibit I, as applicable, or such other form as is reasonably acceptable to Buyer; provided, that the Buyer Indemnified Parties may only make a claim for such indemnification within six (6) months of the Closing Date; provided, further, that Sellers shall not have any Retained Subsidiary liability for indemnification under this Section 5.1(c) once the aggregate amount of Buyer Indemnified Losses actually indemnified by Sellers pursuant to discharge any Excluded Liability, this Section 5.1(c) exceeds Four Hundred Thousand Dollars ($400,000); (d) Taxes all Losses (for the avoidance of doubt, including any loss of tenant improvements and the loss of the Selling Personscredit in the amount of Two Hundred Fifty Thousand Dollars ($250,000) contemplated by Exhibit G) resulting from, Genzyme Genetic Counselingarising out of or related to the failure of Sellers to obtain or make, and G-Path for as applicable, all Pre-Closing Tax Periods or Required Authorizations related to the Existing Horseblock Agreements; (e) all Losses resulting from, arising out of or related to the failure of Sellers to obtain or make, as applicable, all Required Authorizations related to the Rasons Court Agreement; and (f) all Losses resulting from, arising out of or related to the Affiliate Guarantees, including any Taxes claims made by the guaranteed parties thereunder (other than any such Losses resulting from, arising out of an affiliatedor related to any breach or alleged breach of any agreement, combinedarrangement or understanding to which Buyer or any of its Affiliates, consolidated other than any member of the Company Group, is a party or unitary group by which any assets or properties of which Genzyme Genetic Counseling Buyer or G-Path any of its Affiliates, other than any member of the Company Group, are bound, provided the basis for such breach or alleged breach is or was a member on or before the existence of the Affiliate Guarantees as of the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of during the ninety (a90) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderday period thereafter).

Indemnification by Seller. From and after the Closing, Seller shall will indemnify and hold harmless Purchaser Buyer and its Affiliates (the “Purchaser Indemnitees”) Company and their respective officers, directors, employees, Affiliated Persons and agents from and against any and all Damages which any Purchaser Indemnitee may incur liability, loss, cost or suffer to the extent proximately caused by expense, including reasonable attorneys' fees (collectively a "Loss"), that shall result from or arise out of (a) the breach of, or inaccuracy in, any representation or warranty made by Seller of any of its representations or warranties contained in this Agreement, (b) the breach by Seller of any covenant of its agreements, covenants or obligation of Seller undertakings contained in this Agreement, (c) any funded debt and other liabilities of the failure Company (including, without limitation, sales commissions and bonus compensation payable to employees which has accrued as of Seller or the Closing Date) other than (x) current payables and short-term liabilities incurred in the normal course of the operation of the Business and set forth on the Closing Date Balance Sheet, which shall be payable by the Company, and (y) any Retained Subsidiary amounts payable by the Company to discharge any Excluded LiabilityXxxxxx Xxxxxxx under section 2.a. of the Xxxxxxx Agreement, (d) Taxes of the Selling Personsinability to collect the Accounts Receivable up to the Net Book Value thereof, Genzyme Genetic Counselingas set forth on the Closing Statement, and G-Path for all Pre-Closing Tax Periods or (e) any Taxes amounts payable or incurred pursuant to Section 4.5(b), and (f) any liability or obligation that does not relate to the Business; provided, however, that in no event shall Seller be obligated under this Section 9.1 to indemnify any such Person in respect of an affiliatedany Loss, combinedthat results from the willful misconduct, consolidated bad faith or unitary group grossly negligent acts or omissions of which Genzyme Genetic Counseling or G-Path is or was a member on or before any Person entitled to indemnification under this Section 9.1. Notwithstanding the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor foregoing, any indemnification with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps Taxes shall be made pursuant to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderArticle VIII hereof.

Indemnification by Seller. From and after the Closing, (a) Seller shall indemnify Purchaser and hold Purchaser harmless Purchaser from any losses, damages, diminution of value of assets or properties, liabilities, demands, claims, actions or causes of action, regulatory, legislative or judicial proceedings or investigations, assessments, levies, fines, penalties, costs and expenses whatsoever (including, without limitation, reasonable attorneys' and expert witness fees and litigation expenses, expenses incurred in connection with any product recall and testing expenses) (together with the additional matters described in paragraph (b) hereof, "Damages") resulting to Purchaser, its Affiliates directors, officers and employees from any of the following: (the “Purchaser Indemnitees”1) from and against any and all Damages which any Purchaser Indemnitee may incur or suffer to the extent proximately caused by (a) the breach of, or Any inaccuracy in, in any representation or warranty made by the Seller contained in this Agreement or in any closing document delivered by Seller in pursuant to the provisions of this Agreement, whether or not involving a Third Party Claim (bas herein defined); (2) the Any breach of any covenant or obligation of agreement by the Seller contained in this Agreement or in any closing document delivered by Seller pursuant to the provisions of this Agreement, ; (c) the failure of Seller or any Retained Subsidiary to discharge any Excluded Liability, (d3) Taxes which are unpaid as of the Selling Persons, Genzyme Genetic Counseling, Closing Date and G-Path for all Pre-Closing Tax Periods or which are imposed upon any of the Subsidiaries with respect to (ei) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member taxable period ending on or before the Closing Date or for which a Return shall be filed by Seller pursuant to Section 10.2 ("Pre-Closing Periods"), and (ii) Taxes imposed on Genzyme Genetic Counseling any of the Subsidiaries pursuant to and solely by reason of Treasury Regulations Section 1.1502-6 (or Gany comparable provision under state, local, or foreign law or regulation imposing several liability upon members of a consolidated, combined, affiliated or unitary group) for any Pre-Path Closing Period; provided, however, that clause (ii) shall apply only with respect to such Taxes for which Seller or its Affiliates are also liable; (4) Taxes resulting from (i) the Tax Election (except to the extent of the excess of the amount reflected on the Final Balance Sheet pursuant to Section 10.3 over any amounts refunded to Seller by Purchaser pursuant to Section 10.3), or (ii) Taxes imposed on any of the Subsidiaries with respect to the portion of any Straddle Period ending on the Closing Date (except to the extent of the excess of the amount reflected on the Final Balance Sheet over any amounts refunded to Seller by Purchaser pursuant to Section 10.3); (5) Without being limited by subparagraph (1) of this Section 11.1(a) and without regard to the fact that any one or more of the items referred to in this Section 11.1(a)(5) may be disclosed in any of the Schedules to this Agreement or in any documents included or referred to herein, any action or failure to act in violation of any applicable ERISA provision, in whole or in part, and any liabilities incurred, on or prior to the Closing Date with respect to any Benefit Plan which any of the Subsidiaries or Seller or any ERISA Affiliate has at any time maintained or administered or to which any of the Subsidiaries or Seller or any ERISA Affiliate has at any time contributed; other than any underfunding in any funded Benefit Plans; (6) Without being limited by subparagraph (1) of this Section 11.1(a), and without regard to the fact that any one or more of the items reflected in this Section 11.1(a)(6) may be disclosed in the Schedules to this Agreement or in any document included or referred to herein, any liability or obligation of the Subsidiaries under any Environmental Law resulting from or arising out of: a. any generation, transportation, storage, treatment or Release of any Hazardous Substances giving rise to liability under any Environmental Law occurring on or prior to the Closing Date (including without limitation those that allegedly result in, or result in, any Release or treatment of Hazardous Substances after the Closing Date) at (x) any of the Properties or (y) any Offsite Facility which received Hazardous Substances from any of the Subsidiaries prior to the Closing Date, regardless of when liability is asserted; b. any discharges to or from storm, ground or surface waters or wetlands, and any air emissions or pollution giving rise to liability under any Environmental Law, which result from or are caused by activities, events, conditions or occurrences at any of the Properties prior to the Closing Date; c. the exposure of and resulting consequences to any Persons, including, without limitation, employees of any of the Subsidiaries, to any Hazardous Substances created, generated, processed, handled or originating on or prior to the Closing Date at any of the Properties giving rise to liability under any Environmental Law; or d. without limiting the generality of any of the foregoing provisions of this subparagraph (6), any Environmental Claim as a transferee result of activities, events, conditions or successor occurrences at any of the Properties prior to the Closing Date; (7) Without being limited by subparagraph (1) of this Section 11.1 (a) and without regard to the fact that any one or more of the items referred to in this Section 11.1(a)(7) may be disclosed in any of the Schedules to this Agreement or in any documents included or referred to therein or may be otherwise known to Purchaser at the date of this Agreement or on the Closing Date), any claim or liability for personal injury, property damage or economic loss or other damages of any kind whatsoever arising out of the Seller's or Subsidiaries' sale of products containing dioxin or the exposure of Persons to silica, in each case, prior to the Closing Date. (8) Any claims or liability asserted against the Subsidiaries in respect of payments received by any of them from OCF prior to its filing of a petition under Chapter 11 of the Bankruptcy Code. (b) For the purposes of this Agreement, Damages shall include, without limitation: (i) reasonable attorneys', accountants', investigators', consultants' and experts' fees and expenses, sustained or incurred in connection with the defense or investigation of any Third Party Claim; (ii) expenses (computed on an after-Tax basis) reasonably incurred to compensate employees for any costs or ramifications associated with compliance with (or lack of compliance with) the requirements of Section 401(a) or 401(k) of the Code; and (iii) costs and expenses reasonably incurred and necessary to bring the Subsidiaries' respective assets and business into compliance with Environmental Laws taking into account any existing grandfather provisions (and which non-compliance occurred prior to the Closing Date) including, without limitation: (1) costs and expenses associated with all filings, court orders, awards or directives issued in connection with such compliance; (2) costs and expenses incurred for the protection of any of the Subsidiaries, their respective employees, members of the public and the environment, and for the prevention of harm to any of the Subsidiaries, their respective employees, members of the public and the environment; (3) costs and expenses resulting from the loss of use of a Covered Property, including, without limitation, moving and relocation costs; (4) costs and expenses of additions to and modifications of the Equipment and the Leased Premises; (5) costs of sampling, monitoring or other testing programs and laboratory equipment; and (6) all legal, engineering and consulting fees and expenses related to any of the foregoing. (c) Seller shall not be responsible to Purchaser with respect to any losses, liabilities, damages or expenses as to which Purchaser is otherwise entitled to indemnification pursuant to Section 11.1 (exclusive of Sections 11.1(a)(2), 11.1(a)(3), 11.1(a)(4), 11.1(a)(5) and 11.1(a)(7) thereof) unless and until (i) the aggregate amount (taking into account the $10,000 baskets in the following subsection (ii)) of such losses, liabilities, damages and expenses incurred by Purchaser exceeds Three Hundred Fifty Thousand Dollars ($350,000) and then only with respect to the amount that in the aggregate is in excess of Three Hundred Fifty Thousand Dollars ($350,000), and (ii) the amount of any one, individual loss, liability, damage or expense incurred by Purchaser exceeds Ten Thousand Dollars ($10,000). (d) Any claim for indemnification by Purchaser under Section 11.1 (a) shall be asserted by written notice to Seller within the appropriate Claim Period (as herein defined). Any matters as to which a claim has been asserted under Section 11.1(a) within the Claim Period and which are pending or unresolved before the end of the Claim Period shall continue to be covered by Section 11.1(a) until finally terminated or resolved. For the purposes of this Agreement, the relevant Claim Period with respect to any claim for indemnification pursuant to this Section 11.1 shall be the following: (1) With respect to any claim under Section 11.1(a)(1) (other than with respect to a breach of Sections 4.1, 4.2, 4.3 (except subparagraph 4.3(c)), 4.5, 4.12(a), 4.13, 4.16 and 4.24), the Claim Period shall be the period commencing on the Closing Date and ending on the last day of the eighteenth full calendar month following the Closing Date. (2) With respect to any claim under Section 11.1(a)(1) with regard to a breach of Section 4.16 or any claim under Section 11(a)(3), (4) or (5), the Claim Period shall be the period commencing on the Closing Date and ending on the date which is six months after the expiration of the underlying statutes of limitation. (3) With respect to any claim under Section 11.1(a)(1) with regard to a breach of Section 4.13, or any claim under Section 11.1(a)(6), the Claim Period shall be the period commencing on the Closing Date and ending on the date which is five years after the Closing Date. (4) With regard to any claim under Section 11.1(a)(1) with regard to a breach of Sections 4.1, 4.2, 4.3 (except subparagraph 4.3(c)), 4.5, 4.12(a) or 4.24, or with regard to a claim under Section 11.1(a)(7) or 11.1(a)(8), the Claim Period shall be the period commencing on the Closing Date and shall continue thereafter without limitation, provided any such claim shall be made no later than six months after discovery thereof by Purchaser. (e) Notwithstanding any provision in this Agreement to the contrary, the maximum aggregate liability of Seller with respect to claims made pursuant to Sections 11.1 (other than Sections 11.1(a)(2), 11.1(a)(3), 11.1(a)(4), 11.1(a)(5), 11.1(a)(7) and 11.1(a)(8) hereof) shall be 30% of the Purchase Price. The maximum aggregate liability of Seller with respect to claims made pursuant to the remaining provisions of Section 11.1(a) shall not exceed the amount by which (x) the Purchase Price exceeds (y) all amounts paid by Seller pursuant to the preceding sentence. In addition, Seller shall not be liable with respect to: (1) any contingent, speculative, non-quantifiable or punitive damages, or any consequential, incidental or special damages not directly resulting from the inaccuracy or breach (by way of example, the failure of title to equipment or mineral properties would entitle Purchaser to damages for the value of the equipment or mineral properties, plus reasonable attorneys' fees and expenses if applicable, but not the speculative future profits that might have been earned by the equipment or mineral properties; (2) any losses, damages, liabilities or expenses with respect to which Purchaser had a reasonable opportunity, but failed, in good faith to mitigate its loss, including but not limited to its failure to use commercially reasonable best efforts to recover under a policy of insurance or to assert contractual rights, it being understood that this provision shall not obligate Purchaser to purchase any insurance coverage it does not currently have; or (3) title to Real Estate, to the extent Seller has delivered title insurance policies (or commitments therefor) conforming to the requirements of Section 8.3(o); or (4) any losses, damages, liabilities or expenses to the extent arising from or caused by actions taken by Purchaser or its Affiliates or their respective officers, directors or employees after the Closing. (f) Purchaser shall not be entitled to indemnification with regard to any matter set forth in Section 11.1(a), to the extent such matters (taken together with all other matters of a similar nature) do not exceed the amount of the reserves for such matter set forth on the Final Balance Sheet. (g) In the event that Purchaser makes a claim for indemnification under Section 11.1(a), Purchaser agrees to give Seller reasonable access to the books, records and employees of Purchaser and the Subsidiaries in connection with the matters for which indemnification is sought to the extent that Seller reasonably deems such access to be necessary in connection with their rights and obligations under this Article 11. (h) For the purposes of this Agreement, "Third Party Claim" shall mean any claim, action, suit, proceeding or like matter asserted or threatened by a party other than the parties hereto, their Affiliates, and each instanceof their successors and permitted assigns, a Pre-Closing Tax Period, against any Indemnified Party as to which any Indemnified Party is subject, in each case and which claim is reasonably expected to be subject to a party's obligations of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim indemnification hereunder.

Indemnification by Seller. From and after (a) After the Closing, Seller shall hereby agrees to indemnify and hold harmless Purchaser Purchaser, the Target Companies and its Affiliates their respective successors and permitted assigns (collectively, the “Purchaser Indemnitees”) from harmless against and against with respect to, and shall pay (or cause to be paid by joint instructions to the Escrow Agent) to the Purchaser Indemnitees the amount of any and all Damages Losses of any Purchaser Indemnitee arising out of, relating to or based on: (i) any breach of (A) any representation, warranty or certification made by Seller or any Seller Subsidiary pursuant to this Agreement or any of the other Transaction Documents or made in any certificate, schedule, exhibit, document or instrument delivered by any of them to Purchaser hereunder or thereunder (including, without limitation, the certificate(s) to be delivered pursuant to Section 7.1(i) hereof), or (B) any breach by Seller or any Seller Subsidiary or failure by any of them to perform any covenant by it set forth in the Transaction Documents; (ii) the Retained Liabilities; (iii) any obligation or Liability for any payment to be made by Seller pursuant to Section 2.5(b); (iv) the absence of any Consent, other than the FCC Consent and the Consents described on Schedule 7.1(e); (v) any Liability arising out of or relating to the operation of the Business prior to the Effective Time, except to the extent of any adjustment for such Liability made in Purchaser’s favor pursuant to Section 2.4; and (vi) any and all reasonable out-of-pocket costs and expenses, including reasonable legal fees and expenses, incident to any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or reasonably incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity. (b) Seller’s obligation to indemnify the Purchaser Indemnitees pursuant to Section 9.1(a) shall be subject to all of the following limitations: (i) No indemnification shall be required to be made by Seller as the Indemnifying Party under Section 9.1(a)(i)(A) in respect of Losses described only in Section 9.1(a)(i)(A) and not in any other provision of Section 9.1(a) (the “Limited Losses”) until the aggregate amount of all Settled Claims of the Purchaser Indemnitees as Claimant with respect to the Limited Losses exceeds Three Hundred Fifty Thousand Dollars ($350,000) (the “Deductible”), at which time indemnification shall be made by Seller as the Indemnifying Party with respect to the Limited Losses for all Settled Claims of the Purchaser Indemnitees as Claimant to the extent they exceed the Deductible; provided, however, that the foregoing limitation shall not apply with respect to any claim for a breach of the representations, warranties and certifications set forth in Sections 4.1, 4.2, 4.3(i), 4.5, 4.18 and 4.24 (such representations, warranties and certifications, the “Exempt Representations”); provided, further, that in view of the limitation of the Deductible and the Indemnification Cap, it is agreed that, (x) each representation, warranty or certification described in Section 9.1(a)(i)(A) containing materiality qualifiers or the concept of Material Adverse Effect will be deemed to be breached or inaccurate if (1) such materiality and Material Adverse Effect qualifications in such representation, warranty or certification were disregarded and (2) such representation, warranty or certification as modified pursuant to clause (1) above would be breached or inaccurate, and (y) in determining the amount of any resulting remedy to be provided to any Purchaser Indemnitee (following a determination of a breach or inaccuracy pursuant to clause (x) above), the concept of Material Adverse Effect and all materiality qualifications contained in such representations, warranties and certifications shall be disregarded; provided, further, that the provisions of the foregoing clause (x) shall not apply with respect to any claim for indemnification pursuant to Section 9.1(a)(i)(A) arising out of, relating to or based on the certificate delivered pursuant to Section 7.1(i)(B) hereof. In no event shall Seller be obligated for indemnification or to hold harmless the Purchaser Indemnitees with respect to the Limited Losses to the extent the aggregate amount of the Limited Losses exceeds Five Million Dollars ($5,000,000) (the “Indemnification Cap”); provided, however, that the foregoing limitation shall not apply with respect to any claims for breaches of the Exempt Representations. Notwithstanding anything to the contrary contained herein, the aggregate amount of indemnification payments by Seller as the Indemnifying Party to the Purchaser Indemnitees as Claimant (A) for breaches of the Exempt Representations as Claimant under Section 9.1(a)(i)(A) and (B) pursuant to Sections 9.1(a)(i)(B) and 9.1(a)(ii) through (vi), together with the aggregate amount of all Settled Claims subject to the Indemnification Cap, shall not exceed an amount equal to the Final Purchase Price. (ii) The Purchaser Indemnitees shall be entitled to indemnification only for those Losses arising with respect to any claim as to which such Purchaser Indemnitee has given Seller written notice within the appropriate time period set forth in Section 10.1 hereof for such claim; provided, however, that the obligation to provide indemnification pursuant to this Section 9.1 shall survive with respect to any such claim until resolution thereof. (iii) All of a Purchaser Indemnitee’s damages sought to be recovered under Section 9.1(a) hereof shall be net of (i) any insurance proceeds actually received by such Purchaser Indemnitee as Claimant (it being agreed that such damages will include the cost incurred to obtain any such proceeds and/or any resulting increase in insurance premiums), with respect to the events giving rise to such damages, and (ii) any tax benefits finally and actually received by such Purchaser Indemnitee in connection with such events. (iv) Following the Closing, the sole and exclusive remedy for Purchaser Indemnitees for any claim (whether such claim is framed in tort, contract or otherwise) arising out of a breach of any representation, warranty, covenant or other agreement contained herein or in any of the other Transaction Documents or otherwise arising out of or in connection with the transactions contemplated by this Agreement or the operation of the Business shall be a claim for indemnification pursuant to this Section 9.1; provided, however, that nothing herein shall be deemed to limit any rights or remedies that any Purchaser Indemnitee may incur have for fraud or suffer intentional or willful misconduct. Any provision of this Section 9.1 shall not, however, prevent or limit a cause of action under Section 6.17 or Section 9.5 to obtain an injunction or injunctions to prevent breaches of this Agreement to enforce specifically the terms and provisions of this Agreement or any Transaction Document. (v) Anything in this Agreement to the extent proximately caused contrary notwithstanding, except as otherwise provided in applicable Law, it is understood and agreed by Purchaser that, other than with respect to Seller, no member, representative, partner, director, officer, employee or agent of Seller shall have (ai) the breach of, or inaccuracy in, any representation or warranty made by Seller in this Agreement, (b) personal liability to Purchaser as a result of the breach of any representation, warranty, covenant or obligation agreement of Seller contained herein, in any other Transaction Document or otherwise arising out of or in connection with the transactions contemplated hereby (provided, however, that each Person that is a party to an agreement entered into pursuant to Section 6.8(b) shall have liability for a breach or default thereof by such Person) or thereby or the operations of the Business (except for claims of fraud or intentional or willful misconduct) or (ii) any personal obligation to indemnify Purchaser for any of Purchaser’s claims pursuant to Section 9.1(a), and Purchaser releases such parties to the extent described in this Agreement, (c) the failure of Seller or any Retained Subsidiary to discharge any Excluded Liability, (d) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderSection 9.1(b)(v).

Indemnification by Seller. From and after Subject to this Article XI, the Closing, Seller shall indemnify and hold harmless --------------------------- Purchaser and its Affiliates (officers, directors, employees, shareholders, representatives and agents shall be indemnified and held harmless by the “Purchaser Indemnitees”) from Seller and the Corporation at all times after the date of this Agreement, against and in respect of any and all Damages which damage, loss, deficiency, liability, obligation, commitment, cost or expense (including the fees and expenses of counsel) resulting from, or in respect of, any Purchaser Indemnitee may incur of the following: (a) Any misrepresentation, breach of warranty, or suffer non-fulfillment of any obligation on the part of the Seller or the Corporation under this Agreement, any document relating thereto or contained in any schedule or exhibit to this Agreement or from any misrepresentation in or omission from any certificate, schedule, other agreement or instrument by the Seller or the Corporation hereunder; (b) Any and all liabilities of any of the Corporation of any nature whether accrued, absolute, contingent or otherwise, and whether known or unknown, existing at the Closing Date to the extent proximately caused by (a) not reflected and reserved against in the breach of, Financial Statements or inaccuracy in, any representation or warranty made by Seller not otherwise adequately disclosed in this AgreementAgreement or the schedules or exhibits thereto, including, without limitation: (i) All Tax liabilities of the Seller and the Corporation, including federal, state and local Tax liability, together with any interest or penalties thereon or related thereto, through the Closing Date but excluding any Taxes for which there is an adequate accrual and reserve on the Financial Statements and any Tax liability of the Seller arising in connection with the transactions contemplated hereby. Any Taxes, penalties or interest attributable to the operations of the Seller or any of the Corporation payable as a result of an audit of any tax return shall be deemed to have accrued in the period to which such Taxes, penalties or interest are attributable; (ii) Liabilities that arise from Claims, of whatever nature, (bA) relating to contracts underlying the breach Commutation Agreement or (B) which arose from an Occurrence that took place prior to the Closing Date and was not accrued for in the full amount of any covenant or obligation of Seller contained in this Agreement, such Claim on the Financial Statements. (c) the failure of Seller All demands, assessments, judgments, costs and reasonable legal and other expenses arising from, or in connection with any Retained Subsidiary Claim incident to discharge any Excluded Liability, (d) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderforegoing.

Indemnification by Seller. From (a) Subject to the terms and after the Closingconditions of this Article XI, Seller shall indemnify agrees to indemnify, defend and hold harmless Purchaser Indemnitees from, against, and its Affiliates (the “shall compensate and reimburse each Purchaser Indemnitees”) from Indemnitee for and against in respect of any and all Damages which Losses asserted against, relating to, imposed upon or incurred by any Purchaser Indemnitee may incur by reason of, resulting from, based upon or suffer to the extent proximately caused by arising out of, whether directly or indirectly, (ai) the breach ofbreach, inaccuracy, untruth or inaccuracy in, incompleteness of any representation or warranty of Seller contained in or made pursuant to this Agreement, any Ancillary Agreement or any certificate, schedule or exhibit delivered by Seller in connection with this Agreement or any Ancillary Agreement, (bii) the breach of any covenant or obligation of Seller set forth in this Agreement or any Ancillary Agreement, (iii) any Liability of Seller other than the Assumed Liabilities, (iv) any matter identified or referred to in Schedule 11.2, (v) any Liability to which Purchaser Indemnitees may become subject and that arises from or relates to the failure to comply with any bulk transfer law or similar Laws in connection with the Transaction, or (vi) any Proceeding relating to any breach, alleged breach, Liability or matter of the type referred to above (including any Proceeding commenced by any Purchaser Indemnitee for the purpose of enforcing any of its rights under this Article XI) (collectively, "Purchaser Indemnifiable Losses"). (b) Notwithstanding anything to the contrary contained in this Agreement, no claim for Purchaser Indemnifiable Losses shall be made under this Article XI: (ci) unless Seller receives a Claim Notice during the Indemnification Period, (ii) unless the aggregate of Purchaser Indemnifiable Losses shall exceed $50,000 (at which point Seller shall become liable for the aggregate Losses, and not just amounts in excess of $50,000), (iii) for any Losses to the extent that the Purchaser Indemnitees have received payments in respect of claims made under this Article XI in excess of $3,300,000 in the aggregate, (iv) to the extent the Purchaser had a reasonable opportunity, but failed, in good faith to mitigate the Losses, including but not limited to the failure to use commercially reasonable efforts to recover under a policy of Seller insurance or under a contractual right of set-off or indemnity, or (v) with respect to any Losses suffered, incurred or sustained by any Purchaser Indemnitee or to which any of them becomes subject to the extent such Losses arise from or were directly caused by actions taken or failed to be taken by Purchaser or any Retained Subsidiary of its Affiliates after the Closing. The Purchaser Indemnitees' sole and exclusive remedy against Seller for Losses shall be indemnification under this Article XI; provided, however, that nothing contained in this Section 11.2(b) shall limit any remedy at law or equity to discharge any Excluded Liability, (d) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path which Purchaser may be entitled against Seller for all Pre-Closing Tax Periods fraud or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderintentional misrepresentation.

Indemnification by Seller. (a) From and after the Closing, Seller shall indemnify and hold harmless Purchaser and its Affiliates affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives against, and hold them harmless from, any Losses (the “Purchaser Indemnitees”as defined in Section 9.05), as incurred (payable promptly upon written request), arising from, in connection with or otherwise with respect to: (i) from and against any and all Damages which any Purchaser Indemnitee may incur or suffer to the extent proximately caused by (a) the breach of, or inaccuracy in, of any representation or warranty made by of Seller that survives the Closing and is contained in this Agreement, in any Ancillary Agreement or in any document delivered in connection herewith (bit being agreed and acknowledged by the parties that for purposes of Purchaser's right to indemnification pursuant to this Section 8.01 the representations and warranties of Seller shall be deemed not qualified by any references therein to materiality generally or to whether or not any breach results or may result in a Seller Material Adverse Effect); (ii) the any breach of any covenant or obligation of Seller contained in this Agreement or in any Ancillary Agreement, ; (ciii) the failure of Seller or any Retained Subsidiary to discharge any Excluded LiabilityLiability (including any Excluded Liability for which Purchaser would otherwise be liable due to its waiver of compliance with bulk transfer laws); and (iv) any fees, expenses or other payments incurred or owed by Seller to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transactions contemplated by this Agreement. (db) Taxes Seller shall not be required to indemnify any person, and shall not have any liability: (i) under clause (i) of Section 8.01(a) unless the aggregate of all Losses for which Seller would, but for this clause (i), be liable exceeds on a cumulative basis an amount equal to $2,250,000 (the "THRESHOLD AMOUNT"), and then only to the extent of any such excess, PROVIDED, that (A) for purposes of this clause (i), Losses shall not include any amounts paid or payable by Purchaser pursuant to the SARCA and (B) after the aggregate of all Losses exceeds on a cumulative basis the Threshold Amount after giving effect to Section 8.01(b) (ii) Purchaser may assert its right to indemnification hereunder to the full extent of Losses arising from the breach of a particular representation or warranty (which, for the purposes hereof, shall mean all breaches of the Selling Persons, Genzyme Genetic Counseling, representations and G-Path for all Pre-Closing Tax Periods or warranties within a particular Section in the aggregate) if such Losses exceed $250,000 (e) any Taxes in addition to recovering the aggregate amount of Losses in excess of the Threshold Amount but in no event in an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before amount greater than the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunder.actual Losses); and

Indemnification by Seller. From and after the ClosingClosing Date, Seller shall indemnify and hold harmless Purchaser Buyer and its Affiliates Affiliates, and each of their respective employees, directors, agents and representatives (collectively, the “Purchaser IndemniteesBuyer Indemnified Parties”) ), on an after-tax basis, from and against any and all Damages Loss and Litigation Expense, which they, or any Purchaser Indemnitee of them, may suffer or incur as a result of or suffer to arising from any of the extent proximately caused by following: (a) the any misrepresentation or breach of, or inaccuracy in, any representation or of warranty made by Seller in this Agreementof Seller, (b) the breach of any covenant or obligation failure of Seller to perform any of its covenants or agreements contained in this Agreement, (c) the failure of by Seller to satisfy any liability or any Retained Subsidiary to discharge any obligation which is an Excluded Liability, (d) the failure of Seller or its Affiliates to pay any Transfer Taxes which Seller is required to pay pursuant to Section 6.5 or any other costs or expenses which are the responsibility of the Selling PersonsSeller, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or (e) the failure of any Taxes of Seller’s personnel, agents or consultants (including a party to the Contracts set forth on Schedule 3.11 identified with an affiliated*) to hold in strict confidence, combinednot disclose to any Person without the prior written consent of Buyer, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before not use in any manner whatsoever, any Confidential Information; provided, however, that Seller shall not be required to indemnify and hold harmless the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor Buyer Indemnified Parties pursuant to Section 9.2(a) with respect toto any Loss and Litigation Expense incurred by the Buyer Indemnified Parties until the amount of Loss and Litigation Expense suffered by the Buyer Indemnified Parties related to each individual Claim exceeds Twenty Thousand Dollars ($20,000) (the “Minimum Claim Amount”); provided, further, however, that the aggregate amount that Seller shall be required to indemnify and hold harmless the Buyer Indemnified Parties pursuant to Section 9.2(a) with respect to all Loss and Litigation Expense incurred by all Buyer Indemnified Parties shall not exceed the Cap; provided further, however, that the Cap shall not apply with respect to any Loss and Litigation Expense resulting from a breach of any Seller Fundamental Representation (other than 3.8.3) or from fraud or intentional misrepresentation of Seller and the Minimum Claim Amount shall not apply with respect to any Loss and Litigation Expense resulting from fraud or intentional misrepresentation of Seller. With respect to Seller’s indemnification obligation in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through clause (e) above, Sections 11.2.2(bnotwithstanding anything to the contrary in this Agreement, (i) and 11.9. Purchaser will takeSeller shall not be liable to Buyer if Buyer (x) requests Seller to bring an action against Seller’s personnel, agents or consultants to protect such Confidential Information or recover damages as contemplated by Section 6.4, and Buyer does not promptly pay all Litigation Expenses associated with such action (or provide other assurance reasonably acceptable to Seller that such payment will cause the other Purchaser Indemnitees be made) or (y) does not request Seller to takebring such action, all commercially reasonable steps and (ii) Seller’s liability shall not extend to mitigate any Damages upon becoming aware of any event Litigation Expense incurred by Buyer that would reasonably be expected tois associated with such action against Seller’s personnel, agents or does, give rise to an Indemnification Claim hereunderconsultants.

Indemnification by Seller. From and after the Closing, (a) Seller shall agrees to indemnify and hold Buyer, its affiliates and subsidiaries harmless Purchaser and its Affiliates (the “Purchaser Indemnitees”) from and against any and all Damages which any Purchaser Indemnitee may incur arising from or suffer to in connection with: (i) (A) Seller's breach of the extent proximately caused by (a) the breach of, or inaccuracy in, any representation or warranty made by Seller representations and warranties set forth in Article III of this Agreement, ; (bB) the breach of any covenant covenant, agreement or obligation of Seller contained in this AgreementAgreement or any of the Related Agreements; (C) operation of the CommSync Business by Seller at any time prior to the Closing except to the extent a liability is expressly assumed by Buyer; (D) ownership or use of Excluded Assets by Seller, whether before or after Closing; and (E) any liabilities of Seller not expressly assumed by Buyer; provided, that, notwithstanding anything in this Agreement to the contrary, the aggregate amount for which Seller shall be liable to Buyer, its affiliates and subsidiaries for claims relating to matters addressed under this Section 8.3(a)(i) shall be Four Million Dollars ($4,000,000); and (ii) Buyer's contractual obligation as enforced by the third party beneficiary of such obligation to repair or replace (to the extent necessary and required by the respective warranty obligation) a CommSync Product sold and shipped by Seller prior to Closing (including, without limitation, products listed on Schedule 3.10(c)) with a Product Defect; provided, that, notwithstanding anything in this Agreement to the contrary, the aggregate amount for which Seller shall be liable to Buyer, its affiliates and subsidiaries for claims relating to matters addressed under this Section 8.3(a)(ii) shall be Ten Million Dollars ($10,000,000); provided further, that in lieu of indemnifying Buyer for Damages under this Section 8.3(a)(ii), Seller may, at its option, perform such repair or replacement and thereby relieve itself of any indemnification obligation under this Section 8.3 with respect to the particular defect at issue, in which event Buyer agrees to provide products or services to Seller at one hundred five percent (105%) of cost. In the event that Seller may be obligated to indemnify Buyer under both subsections (i) and (ii) of this Section 8.3(a) with respect to a claim for indemnification, its obligations under subsection (ii) shall be controlling and Seller shall not be obligated to indemnify Buyer with respect to that item of repair pursuant to the terms of subsection (i) and, in any event, for an amount greater than actual damages suffered by Buyer. Those limitations provided in Section 8.3(a)(i) and (ii) shall operate exclusively and independently of each other with respect to determining Seller's aggregate obligation to Buyer for indemnification. (b) The indemnification obligations contained in Section 8.3(a)(ii) shall survive for the term of the applicable contractual warranty periods existing as of the date hereof. (c) Notwithstanding any provision of this Agreement to the failure contrary, Seller shall have no obligation to indemnify Buyer under Section 8.3(a)(i) or (ii) or to pay damages in respect of Seller contract or any Retained Subsidiary other claims arising under this Agreement or the Related Agreements unless Buyer shall have suffered Damages in an aggregate amount in excess of Two Hundred Thousand Dollars ($200,000) (the "Basket Amount"), except with respect to discharge any Excluded Liability(i) claims arising from fraud, (ii) claims on account of those programs described on Schedule 1.4(i), and (iii) claims arising from the determination of the Inventory Value, which shall be indemnified from the first dollar. Once the aggregate amount of losses under Section 8.3(a)(i) or Section 8.3(a)(ii) exceeds the Basket Amount, Buyer shall be entitled to recover the full amount of such losses. (d) Taxes Except as otherwise specifically addressed in any Related Agreement or in Section 11.4 hereof, Buyer and Seller acknowledge and agree that the foregoing indemnification provisions shall be the exclusive remedy of the Selling Persons, Genzyme Genetic Counseling, Buyer and G-Path for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor Seller with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) to this Agreement and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereundertransactions contemplated hereby.

Indemnification by Seller. From and after the ClosingSubject to Section 9.5, Seller shall and Parent (collectively, the “Indemnifying Parties”) agree, jointly and severally, to defend, indemnify and hold harmless Purchaser Buyer and its successors, assigns and Affiliates (individually, an “Indemnitee”, and collectively, the “Purchaser Indemnitees”) from and against and in respect of any and all Damages suffered or incurred by any Buyer Indemnitee which any Purchaser Indemnitee may incur is caused by, resulting from or suffer to the extent proximately caused by arising out of: (a) the any breach of, or inaccuracy in, of any representation or warranty made of Seller contained in the Definitive Agreements, the Closing Documents or any certificate or instrument entered into or delivered by Seller in this connection with the Transaction other than the Supply Agreement or the Escrow Agreement, ; (b) the any breach of any covenant or obligation of Seller contained in this the Definitive Agreements, the Closing Documents or any certificate or instrument entered into or delivered by Seller in connection with the Transaction other than the Supply Agreement or the Escrow Agreement, ; (c) the failure of Seller or any Retained Subsidiary to discharge any Excluded Liability, Liabilities; (d) Taxes of the Selling Personsfor which Seller is responsible, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or including under Section 2.6; (e) regardless of any Taxes disclosure on the Seller Disclosure Letter, any claims made by any stockholder of an affiliatedSeller based upon any alleged breach of fiduciary or other duty by any officer, combineddirector or stockholder of Seller in connection with this Agreement or the Transactions, consolidated or unitary group any claims by any officer, director or stockholder of Seller to indemnification by Seller; or (f) during the policy term of the Environmental Insurance Policy, Seller shall be responsible for up to a maximum of $100,000 in the aggregate (which, for the avoidance of doubt, is the product of two times the Insurance Deductible) for the portion of Damages suffered or incurred by Indemnitee below the Insurance Deductible amount under the Environmental Insurance Policy; provided, however, that this Section 9.1(f) shall apply only to (i) claims made under the Environmental Insurance Policy in which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path Damages claimed by Indemnitee exceed the Insurance Deductible (such types of claims referred to herein as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b“Threshold Claims”) and 11.9(ii) a maximum of two Threshold Claims. Purchaser will takeTo the extent that Seller’s undertakings set forth in this Section 9.1 may be unenforceable, Seller shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and will cause the other Purchaser Indemnitees to take, satisfaction of all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to incurred by an Indemnification Claim hereunderIndemnitee.

Indemnification by Seller. From Subject to the limitations set forth in this Article X except for the matter in Section 10.8, which is not subject to any limitation except as therein provided and as provided in Section 10.10, from and after the Closing, Seller shall indemnify indemnify, defend and hold harmless Purchaser and its Affiliates directors, officers, employees, Affiliates, successors, permitted assigns, agents and representatives (collectively, the “Purchaser Indemnitees”) from and against any and all Damages which any Purchaser Indemnitee may incur or suffer to the extent proximately caused by against: (a) all Losses, resulting from: (i) any breach by Seller of any representations and warranties contained in Article III hereof or covenant contained in Article VI hereof, (ii) any breach by the breach of, or inaccuracy in, Company of any representation or warranty made contained in Article IV hereof or covenant contained in Article VI hereof, and (iii) any breach by Seller in this AgreementSeller, (b) or prior to the breach Closing, the Company of any covenant of the other covenants or obligation of Seller agreements contained in this Agreement; (b) Seller’s payment obligations for Covered Litigation Damages and Covered Litigation Costs, as determined pursuant to Section 10.8 for the litigation described on Schedule 10.2 (the “Covered Litigation”); (c) the failure any Liability for (i) Taxes of Seller or any Retained Subsidiary to discharge member (other than the Company or any Excluded Liability, (dof its Subsidiaries) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combinedconsolidated, consolidated combined or unitary group of which Genzyme Genetic Counseling the Company or G-Path any of its Subsidiaries is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor part with respect to, in each instance, a to any Pre-Closing Tax Period, subject, in each case Period pursuant to Treasury Regulation § 1.1502-6 (or analogous provision of state or local Tax law) or (ii) Taxes of (aor attributable to) through the Company or any of its Subsidiaries with respect to any Pre-Closing Tax Period (eother than Taxes accrued as liabilities on the Interim Balance Sheet, excluding liabilities accrued in intercompany accounts and liabilities relating to Income Taxes), including any Liability for Taxes arising out of or resulting from the Conversion, the Real Property Distribution, the IP Distribution or the Excess Cash Dividend, provided that no Purchaser Indemnitee shall be entitled to any duplicative recovery for the same Loss under this Section 10.2(c) aboveto the extent that the Purchaser Indemnitee has been compensated for such Loss under Section 10.2(a); and (d) if Seller so elects in writing (an “Indemnification Election”), Sections 11.2.2(b) any Losses arising out of the failure to obtain an approval, notification, waiver or consent listed on Schedule 8.4 and 11.9. Purchaser will take, and will cause specified in the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages Indemnification Election; upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderElection, the approval, notification, waiver or consent that is the subject of the Indemnification Election shall be deemed to be removed from Schedule 8.4 and shall no longer be a condition to Closing.

Indemnification by Seller. From The Sellers jointly and after the Closingseverally shall defend, Seller shall indemnify and hold harmless Purchaser and its Affiliates (the “Purchaser Indemnitees”) Buyer Indemnitees from and against against, and pay or reimburse the Buyer Indemnitees for, any and all Damages Losses suffered by the Buyer Indemnitees (other than Losses in respect of Taxes, which any Purchaser Indemnitee may incur or suffer to the extent proximately caused shall be governed by Article IX of this Agreement): (a) which would have not been suffered by them if every representation or warranty when made or deemed made by any Seller, as such representation or warranty is updated as at Closing pursuant to Section 5.14(b) and qualified and limited pursuant to Section 5.14(c) of this Agreement, had been true and accurate; (b) resulting or arising from any Liability of the breach Acquired Operations or the Acquired Companies having a cause or origin prior to December 31, 2005, which has not been provided or accounted for in the CLD Company Annual Accounts 2005, but should have been provided or accounted for therein in accordance with (i) Belgian GAAP or IFRS accounting principles for Belgian Sellers and (ii) U.S. GAAP for U.S. Sellers; (c) which would have not been suffered by them if all obligations of any Seller to perform any covenant or agreement hereunder had been fulfilled; (d) resulting from, arising out of, or inaccuracy inrelating to any Louisville Environmental Loss; (e) resulting from, any representation arising out of, or warranty made by Seller in this Agreement, (b) the breach of any covenant or obligation of Seller contained in this Agreement, (c) the failure of Seller or any Retained Subsidiary relating to discharge any Excluded Liability; (f) resulting from, (d) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected toarising out of, or doesrelating to any Excluded Assets; and (g) resulting from, give rise arising out of, or relating to an Indemnification Claim hereunderthe Net Loss Liability.

Indemnification by Seller. From Subject to the limitations set forth in this Section 9.2 and Section 9.4, from and after the ClosingClosing Date, Seller shall indemnify indemnify, defend and hold harmless Purchaser and its Affiliates successors in interest and assigns (each of the foregoing being referred to individually as an “Purchaser IndemniteesIndemnified Person” and collectively as “Indemnified Persons”) harmless from and against any and all Damages which suffered or incurred by such Indemnified Person (regardless of whether or not such Damages relate to any Purchaser Indemnitee may incur Third-Party Claim) resulting from or suffer to arising out of any one or more of the extent proximately caused by following: (a) the any inaccuracy in or breach of, or inaccuracy in, of any representation or warranty made by of Seller set forth in Section 3 of this Agreement, ; (b) the breach or nonfulfillment of any covenant or obligation agreement of Seller contained in made pursuant to this Agreement, ; (c) except to the failure extent treated as a liability in the calculation of Seller the finally determined Working Capital (and the finally determined Cash Consideration based thereon) (i) any and all Taxes imposed on the Company or any Retained Subsidiary of its Subsidiaries with respect to discharge any Excluded Liability, (dx) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods of the Company or of its Subsidiaries ending on or prior to December 31, 2015 or (ey) any all Pre-Closing Tax Periods of the Company or of its Subsidiaries ending on or after January 1, 2016 (for the avoidance of doubt, which are in excess of the Tax accruals set forth as a liability on the Measurement Date Balance Sheet Statement and included in the calculation of the finally determined Working Capital, computed in accordance with the Accounting Principles consistent with past practices and methods), (ii) all Taxes of an any consolidated, affiliated, combined, consolidated unitary or unitary similar group of which Genzyme Genetic Counseling the Company or G-Path any of its Subsidiaries is or was a member on or before prior to the Closing Date or (without duplication of any Taxes indemnified under Section 9.2(c)(i)) that are imposed on Genzyme Genetic Counseling the Company or Gany of its Subsidiaries as a result of having been a member of any such group (including Taxes for which the Company or any of its Subsidiaries may be liable pursuant to Treasury Regulation §1.1502-Path 6 or any comparable provision of foreign, state, or local law) and any Taxes resulting from the Company or its Subsidiaries ceasing to be a member of any such group (for the avoidance of doubt, including as a result of any Subsidiary of the DK Group ceasing to be a member of the “UK group relief”), (iii) any and all Taxes of any person imposed on the Company or any of its Subsidiaries, or for which the Company or any of its Subsidiaries may otherwise be liable, as a transferee or successor with respect toby contract or by operation of any law, rule or regulation, which Taxes relate to an event or transaction occurring before the Closing, (iv) any and all Taxes related to or arising from the Section 338(h)(10) Election as provided under Section 6.4(i)(i) (which, for the avoidance of doubt, shall not affect Seller’s right to receive the Final Tax Adjustment (or, as applicable, the Post-Tax Contest Final Tax Adjustment but only to the extent the amount of the Post-Tax Contest Final Tax Adjustment exceeds the amount for which Purchaser may seek indemnification under this clause (iv) of Section 9.2(c) by reason of Seller’s failure to pay all Taxes related to or arising from the Section 338(h)(10) Election as provided under Section 6.4(i)(i)) as part of the Share Consideration); and (v) any and all Taxes imposed on the Company or any of its Subsidiaries in each instance, a PrePost-Closing Tax PeriodPeriod arising from or with respect to the termination, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware repayment or unwinding of any event that would reasonably be expected toDK Group Internal Debt and/or LVMH Intercompany Debt, including Taxes arising from the termination, repayment or does, give rise to an Indemnification Claim hereunderunwinding of any (1) DK Group Internal Debt in connection with the repayment of all LVMH Intercompany Debt at Closing and (2) internal DK Group debt incurred or arising on or after the Closing in connection with the repayment of the DK Group Internal Debt as provided in Section 6.12 above or the repayment of all the LVMH Intercompany Debt at Closing; and (d) any of the matters described on Appendix I (the “Indemnified Liabilities”).

Indemnification by Seller. From (a) Subject to Sections 10.1 and after the Closing10.5 hereof, Seller shall hereby agrees to indemnify and hold harmless Purchaser and its Affiliates directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser IndemniteesIndemnified Parties”) harmless from and against the following incurred by, imposed upon or sought to be imposed upon Purchaser: (i) any and all Damages which losses, liabilities, obligations and damages (including consequential, incidental, indirect, special and punitive damages) (individually, a “Loss” and, collectively, “Losses”) based upon or arising from any Purchaser Indemnitee may incur breach of the representations, warranties, covenants or suffer to the extent proximately caused by (a) the breach of, or inaccuracy in, any representation or warranty agreements made by Seller in this Agreement; however, (b) the breach of any covenant or obligation indemnification obligations of Seller contained with respect to any Excluded Liability described in this Agreement, subclause (ci)(B) of the failure second sentence of Seller Section 2.4 shall be subject to the limitations set forth in Section 10.5 (ii) all Excluded Liabilities and all Losses based upon or arising from any Retained Subsidiary to discharge Excluded Asset or any Excluded Liability, including if and to the extent that any third-party shall seek to impose any Excluded Liability upon Purchaser Indemnified Parties; however, the indemnification obligations of Seller with respect to any Excluded Liability described in subclause (di)(B) Taxes of the Selling Personssecond sentence of Section 2.4 shall be subject to the limitations set forth in Section 10.5. (iii) any and all notices, Genzyme Genetic Counselingactions, suits, proceedings, claims, demands, assessments, judgments, costs, penalties and G-Path expenses, including attorneys’ and other professionals’ fees and disbursements (collectively, “Expenses”) incurred by Purchaser Indemnified Parties incident to any and all Losses or Excluded Liabilities with respect to which indemnification is provided hereunder; and (iv) the cost of access paid by Purchaser with respect to third party circuits that do not constitute Purchased Assets and that are erroneously transferred or billed to Purchaser at Closing, to the extent that the total cost of access to Purchaser for all Pre-third party circuits correctly transferred to Purchaser and all such erroneously transferred circuits exceeds an aggregate of $[**] per month and provided that Seller has not otherwise reimbursed Purchaser for such cost of access for erroneously transferred circuits; however, the foregoing limitation shall be inapplicable (A) if Seller is in breach of its obligations under Section 7.12, (B) subsequent to the first anniversary of the Closing Tax Periods Date, or (eC) any Taxes of an affiliated, combined, consolidated prospectively from and after such erroneously transferred or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderbilled circuits are discovered.

Indemnification by Seller. From Each member of Seller, jointly and after the Closingseverally, Seller shall indemnify agrees to indemnify, defend and hold harmless Purchaser each of the ESI Entities from, against and its Affiliates in respect of (and shall on demand reimburse the “Purchaser Indemnitees”ESI Entities for): (i) from and against any and all Damages which losses, liabilities or damages suffered or incurred by reason of (A) any Purchaser Indemnitee may incur untrue representation, breach of warranty or suffer to non-fulfillment of any covenant, representation or agreement by Seller contained herein, in the extent proximately caused by (a) New Employment Agreement, the breach ofNew Note, the Bill of Sale and Assignmenx xf Contract Rights, or inaccuracy inin any other certificate, document or instrument attached hereto or thereto, or (B) any representation obligations, claims or warranty made demands 12 to pay commissions or other compensation to producers, sub-producers or other third parties other than the Authorized Continuing Commissions and as contracted for by Seller in this Agreementthe ESI Group after Closing; (ii) any and all losses, (b) the breach liabilities or damages suffered or incurred by reason of any covenant action, suit, proceeding, claim or obligation demand by or on behalf of Seller contained in this Agreement, (c) the failure of Seller Legion Insurance Company or any Retained Subsidiary brokers, agents or finders of PERC relating to discharge or arising from Legion's contracts, arrangements and/or understandings with PERC, except for premium payments owing from the ERC Companies to PERC for the period from September 1, 1997 through November 25, 1997, up to, but not exceeding, the amounts set forth on Schedule 13(a)(ii) attached hereto (except for any Excluded Liabilityexcess due solely to increases in payroll), which ESI agrees to pay (dor to cause the ERC Companies to pay) Taxes within seven (7) days following Closing; and (iii) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and reasonable expenses, including, without limitation, reasonable legal fees and expenses, incident to any of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods matters referenced in Sections 13(a)(i) and/or 13(a)(ii) above or (e) any Taxes of an affiliated, combined, consolidated incurred in investigating or unitary group of which Genzyme Genetic Counseling attempting to avoid the same or G-Path is or was a member on or before to oppose the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected toimposition thereof, or does, give rise to an Indemnification Claim hereunderin enforcing this Agreement (including the release set forth herein and this indemnity).

Indemnification by Seller. From Upon the terms and after subject to the Closingconditions set forth in Sections, 2.28 and 4.3 hereof and this Section 4.1, Seller shall indemnify agrees to indemnify, defend, protect, save and hold harmless Purchaser the Buyer Indemnitees (or any Buyer Indemnitee) (as such term is hereinafter defined) against, and its Affiliates will reimburse the Buyer Indemnitees (the “Purchaser Indemnitees”or any Buyer Indemnitee) from and against on demand for, any and all Damages Losses (as such term is hereinafter defined) made or incurred by or asserted against the Buyer Indemnitees (or any Buyer Indemnitee), at any time after the Closing Date, directly or indirectly, arising out of, related to, caused by, or resulting from any of the following: A. any and all liabilities or obligations of Seller, or claims against or imposed on the Buyer Indemnitees (or any Buyer Indemnitee) of any nature (whether accrued, absolute, contingent or otherwise and whether a contractual, tax or other type of liability, obligation or claim), unless such liabilities or obligations of Seller were expressly assumed by Buyer pursuant hereto (including, without limitation, those liabilities or obligations of Seller specifically referred to in Section 1.4 hereof); B any inaccuracy, omission, misrepresentation, breach of warranty, or nonfulfillment of any term, provision, covenant or agreement on the part of Seller contained herein, or any inaccuracy or misrepresentation in, or omission from, any certificate or other instrument furnished or to be furnished by Seller to Buyer pursuant hereto; C. Seller’s failure to comply with the bulk transfer provisions in effect in the state or states in which the Assets are located; and D. Any of the matters referred to in Schedule 2.24 hereof or in any Purchaser Indemnitee may incur document referred to therein; in each case, regardless of by whom asserted and even if any such Loss is based on, arises from or suffer is attributable to, in whole or in part, any active or passive participation by the Buyer Indemnitees (or any Buyer Indemnitee), except to the extent proximately caused by (a) attributable to the breach of, gross negligence or inaccuracy in, any representation willful misconduct of such Buyer Indemnitee or warranty made by Seller in this Agreement, (b) the breach of any covenant or obligation of Seller contained in this Agreement, (c) the failure of Seller or any Retained Subsidiary to discharge any Excluded Liability, (d) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderBuyer Indemnitees.

Indemnification by Seller. From and after Except as otherwise limited by this Article V, the Closing, Seller shall indemnify and hold harmless Purchaser and its Affiliates (successors and assigns shall be indemnified and held harmless by the “Purchaser Indemnitees”) Seller from and against any and all Damages which liabilities, losses, damages, claims, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses), diminutions in value of any Purchaser Indemnitee may incur kind or suffer character (including, without limitation, reasonably likely future diminutions in revenues), interest, awards, judgments and penalties (collectively, "Losses"), including Losses actually suffered or incurred prior to the extent proximately caused date in question and all future Losses reasonably likely to be suffered or incurred by any one or more of them arising out of or resulting from: (a) the breach of, or inaccuracy in, of any representation or warranty made by the Seller contained herein or in this Agreement, any Contract or document delivered in connection herewith; (b) the breach of (i) any covenant or obligation of agreement by the Seller contained herein or in this Agreementany Contract or document delivered in connection herewith, and (ii) any collective bargaining agreement between the Seller and any labor organization covering its employees; (c) the failure of Seller or any Retained Subsidiary to discharge any Excluded Liability, Liabilities; (d) Taxes any liability under any Requirement of Law relating to the employment relationship, including but not limited to the WARN Act, unless and to the extent such liability is a result of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or breach of the Purchaser's covenant set forth in the first sentence of Section 4.7; (e) any Taxes liability under any Requirement of an affiliatedLaw relating to Environmental Laws, combinedor any Occupational Safety Laws; (f) any liability arising out of or relating to the ownership or operation of the Business or the Assets prior to the Closing, consolidated other than the Assumed Liabilities; (g) a determination by any Governmental Entity or unitary group arbitrator that the Purchaser is liable for any liability intended by this Agreement to be borne by the Seller; (h) except for the Assumed Returns and Credits, any Claims against the Purchaser arising from or relating to products sold or services rendered by the Seller (including but not limited to products liability claims), and any Claims against the Purchaser arising from or relating to Inventory purchased by the Purchaser from the Seller (including but not limited to products liability claims), other than Warranty Claims; or (i) the payment by the Purchaser of Excess Rebates which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path are paid as a transferee result of errors or successor with respect to, omissions in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees rebate list provided by the Seller pursuant to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderSection 4.6(b).

Indemnification by Seller. From (a) Seller hereby assumes, undertakes, and will pay or otherwise discharge, and will indemnify and hold Buyer harmless against: (i) all claims, losses, liabilities, damages, costs and expenses, including, without limitation, reasonable fees and expenses of attorneys incurred in the investigation, prosecution or defense (at trial and appellate levels and otherwise) of any claim or action brought by or against Buyer (hereinafter collectively called "Losses") arising out of, based upon, or alleging any matter involving an Excluded Liability or breach of a representation and warranty or covenant made by Seller herein, and; (ii) all costs and expenses of Buyer (including, without limitation, reasonable fees and expenses of attorneys) incurred in connection with the enforcement of any rights of Buyer under the indemnity provided in this Section. (b) Seller's liability under Section 8.1(a) with respect to Losses arising out of an Excluded Liability described in Section 1.11(c) or breach of a representation and warranty or covenant by Seller shall not arise unless Buyer's Losses, in the aggregate, exceed two hundred thousand ($200,000.00) dollars, except that the foregoing limitation shall not apply to any claims for indemnification arising with respect to broker or finder's fee under Section 5.4 or with respect to title to the Acquired Assets in the United States under Section 5.5; but in no event shall Seller's liability to Buyer with respect to any Losses exceed a total of five million ($5,000,000.00) dollars. (c) Promptly after receipt by Buyer of notice of the Closingassertion of any claim or the commencement of any action in respect of which indemnity or reimbursement may be sought against Seller hereunder (for purposes of this Section, an "Assertion"), Buyer shall notify Seller in writing of the Assertion, but the failure to so notify Seller shall not relieve Seller of any liability it may have to Buyer. If the matter involves litigation or governmental investigation (including a tax audit), Seller shall indemnify and hold harmless Purchaser and its Affiliates (the “Purchaser Indemnitees”) from and against any and all Damages which any Purchaser Indemnitee may incur or suffer be entitled to participate in and, to the extent proximately caused Seller elects by written notice to Buyer within thirty (a30) the breach of, or inaccuracy in, any representation or warranty made days after receipt by Seller in this Agreementof notice to such Assertion, (b) to assume the breach defense of such Assertion, at its own expense, with counsel chosen by it which shall be reasonably satisfactory to Buyer. Notwithstanding that Seller shall have elected by such written notice to assume the defense of any covenant or obligation Assertion, Buyer shall have the right to participate in the investigation and defense thereof, with separate counsel chosen by Buyer, but in such event the fees and expenses of Seller contained in this Agreement, (c) the failure of Seller or any Retained Subsidiary to discharge any Excluded Liability, such separate counsel shall be paid by Buyer. (d) Taxes Notwithstanding anything in this Section to the contrary, (i) Seller shall have no obligation with respect to an Assertion if, in connection therewith, Buyer, without the written consent of Seller, shall settle or compromise any action or consent to the Selling Personsentry of any judgment, Genzyme Genetic Counselingand (ii) Seller shall not, without the written consent of Buyer, (A) settle or compromise any action or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to Buyer of a duly executed written release of Buyer from all liability in respect of such action, which release shall be satisfactory in form and G-Path substance to counsel for all Pre-Closing Tax Periods Buyer, or (eB) settle or compromise any Taxes action in any manner that, in the sole judgment of an affiliatedBuyer or their counsel, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path may materially and adversely affect Buyer other than as a transferee result of money damages or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereundermoney payments.

Indemnification by Seller. From and after the ClosingSeller agrees to indemnify, Seller shall indemnify defend and hold harmless Purchaser Buyer and its Affiliates (the “Purchaser Indemnitees”) harmless from and against any and all Damages which claims, liabilities, losses and expenses, including reasonable attorney's fees (collectively, "Losses and Expenses") incurred by Buyer or its Affiliates in connection with or arising from: (i) any Purchaser Indemnitee may incur or suffer to the extent proximately caused by (a) the breach of, or inaccuracy in, any representation or warranty made by Seller of any covenant in this Agreement, any of the Ancillary Agreements, or in any document to which Seller is a party; (bii) any failure by Seller to perform any of its obligations in this Agreement, any of the Ancillary Agreements, or in any document to which Seller is a party; (iii) any breach of any covenant warranty or obligation the inaccuracy of any representation of Seller contained in this Agreement or referred to in this Agreement or any certificate delivered by Seller pursuant hereto; or (iv) the Excluded Liabilities; provided, however, that Seller shall be required to indemnify and hold Buyer harmless under this Section 10.4 with respect to all Losses and Expenses incurred by Buyer or its Affiliates only to the extent that the aggregate amount of such Losses and Expenses, when combined with the aggregate amount of Losses and Expenses as incurred by Buyer pursuant to the Roses, Inc. Agreement, taken together, exceeds $1.0 million (cthe "Basket") and then only with respect to the failure amount in excess of Seller the Basket (it being understood that the Basket shall not apply to a breach of the covenant contained in Section 11.14). In determining whether the Basket has been attained or exceeded, all of the Losses and Expenses of Buyer (i) pursuant to this Section 10.4 and (ii) pursuant to the Roses, Inc. Agreement shall be aggregated, irrespective as to whether such Losses and Expenses or any Retained Subsidiary to discharge any Excluded Liability, (d) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path individual component thereof is or was a member on is not deemed material under this Agreement or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect toRoses, Inc. Agreement or, in each instanceeither case, a Pre-Closing Tax Period, subject, is less than $1.0 million. Seller shall not in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event be obligated to indemnify Buyer to the extent that would reasonably be expected tothe aggregate indemnifiable claims under this Section 10.4 and the Roses, or doesInc. Agreement are in excess of $50 million reduced by any amounts paid by the Roses Stockholders under the Roses, give rise to an Indemnification Claim hereunderInc. Agreement (the "Cap").

Indemnification by Seller. From and after the Closing, Seller shall indemnify and hold harmless Purchaser and its Affiliates (the “Purchaser Indemnitees”) from and against any and all Damages which any Purchaser Indemnitee may incur or suffer to the extent proximately caused by (a) the breach ofSeller shall indemnify, or inaccuracy in, any representation or warranty made by Seller in this Agreement, (b) the breach of any covenant or obligation of Seller contained in this Agreement, (c) the failure of Seller or any Retained Subsidiary to discharge any Excluded Liability, (d) Taxes of the Selling Persons, Genzyme Genetic Counseling, defend and G-Path for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor hold Buyer harmless against and with respect to, and shall reimburse Buyer for: (i) losses, liabilities or damages resulting from any untrue representation, breach of warranty or nonfulfillment of any covenant by Seller contained herein or in each instanceany certificate delivered by Seller to Buyer pursuant thereto; (ii) obligations of Seller not assumed by Buyer pursuant to the terms hereof; and (iii) actions, a Pre-Closing Tax Periodsuits, subjectproceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable legal fees and expenses, resulting from any of the foregoing or incurred in each case of investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity. (ab) through (e) Notwithstanding the above, Sections 11.2.2(b(i) and 11.9. Purchaser will takeSeller shall have no indemnification obligations under this Agreement unless Buyer has given Seller written notice of such claims within the applicable survival period provided for in Section 6.1, and will cause (ii) indemnification shall only be made for claims of Buyer that exceed Seven Thousand Five Hundred Dollars ($7,500) (the other Purchaser Indemnitees “Threshold”) in the aggregate and to takethe extent of such excess over the Threshold; provided, all commercially reasonable steps that claims of Buyer pursuant to mitigate any Damages upon becoming aware Section 6.2(a)(ii) shall be subject to indemnification without regard to the Threshold. Seller’s indemnification obligations under this Agreement shall be calculated net of any amounts recoverable under insurance policies and net of any related Tax benefits. (c) In no event shall Seller’s aggregate obligation to indemnify Buyer pursuant to this Agreement exceed an amount equal to eighty percent (80%) of the Purchase Price paid by Buyer to Seller. (d) Notwithstanding the above, Seller’s obligation to Buyer under this Article VI with respect to a breach of the second sentence of Section 2.6 shall be determined by reference to such Customer Contract(s) that is the subject of such breach, and recovery with respect to any such breach shall be in an amount with respect to the applicable Customer Contract(s) equal to the revenues generated by such Customer Contract(s) during the previous twelve (12) months (less revenues received by Buyer under such Customer Contract after the Effective Time) divided by the revenues generated by all Customer Contracts during the previous twelve (12) months, multiplied by $750,000; provided, however, that there shall be no recovery under this Section 6.2(d) in the event that would reasonably be expected to, the customer(s) with respect to such Customer Contract(s) terminated to move such business to Buyer or does, give rise to an Indemnification Claim hereunderaffiliate thereof.

Indemnification by Seller. From and after (a) Subject to the Closinglimitations herein, Seller shall indemnify agrees to indemnify, defend and hold harmless Purchaser Parent, Buyer, each Company, their respective Affiliates (other than Seller) and its Affiliates their respective officers, directors, managers, employees, agents, representatives, members, partners and stockholders (collectively, the “Buyer Indemnified Parties”) against any Loss arising from, relating to or constituting (i) any breach or inaccuracy in any of the representations and warranties contained in Article III or IV or any instrument or any closing certificate delivered by or on behalf of Seller pursuant to this Agreement, (ii) any breach of any of the covenants or other agreements of Seller contained in this Agreement or (iii) the Retained Liabilities (clauses (i) through (iii), collectively “Buyer Losses”). (b) Subject to Section 8.1(c), Seller will be liable to the Buyer Indemnified Parties for Buyer Losses resulting from breaches or inaccuracies of any of the representations and warranties contained in Article IV (other than the Fundamental Representations) (“Buyer Basket Losses”) only if the sum of the aggregate amount of all Buyer Basket Losses exceeds $100,000 (the “Purchaser IndemniteesBuyer Basket Amount”), in which case Seller will be liable for the aggregate amount of all Buyer Basket Losses; provided that this Section 8.1(b) shall not apply to any Buyer Losses arising from and against fraud or intentional misrepresentation. Seller will not be liable for Buyer Losses for any and all Damages which claim relating to any Purchaser Indemnitee may incur single matter or suffer series of related matters under Section 8.1(a)(i) unless such claim results in Buyer Losses equal to or greater than Twenty-Five Thousand Dollars ($25,000.00). (c) Notwithstanding anything to the extent proximately caused by (a) the breach of, or inaccuracy in, any representation or warranty made by Seller contrary in this Agreement, except for Buyer Losses arising from fraud or intentional misrepresentation on the part of Seller, (bi) in no event shall Seller be liable for aggregate Buyer Basket Losses in excess of $2,595,900 and (ii) in no event shall Seller be liable for aggregate Buyer Losses in excess of the Purchase Price. (d) If a Buyer Indemnified Party has a claim for indemnification under this Section 8.1, Buyer will deliver to Seller one or more written notices of Buyer Losses (i) in the case of a breach or inaccuracy of Article IV (other than the Fundamental Representations), prior to the date that is [*] immediately following the Closing, (ii) in the case of a breach or inaccuracy of the representations and warranties contained in Section 4.11 (Taxes), at any time prior to 60 days following the expiration of the applicable statute of limitations, (iii) in the case of a breach or inaccuracy of the representations and warranties contained in Section 4.17 (Environmental Matters), at any time prior to the date that is 24 months immediately following the Closing, and (iv) in the case of any Retained Liabilities or a breach or inaccuracy of the Fundamental Representations (other than the representations and warranties contained in Section 4.11 (Taxes) or Section 4.17 (Environmental Matters)) or any breach of any covenant or obligation other agreement of any member of the Seller Group contained in this Agreement, at any time. Seller will have no liability under this Section 8.1 unless the written notices required by the preceding sentence are given by the applicable deadline. Any written notice will state in reasonable detail the basis for such Buyer Losses to the extent then known by Buyer and the nature of the Buyer Loss for which indemnification is sought, and the amount of the Buyer Loss claimed, if then known by any of the Buyer Indemnified Parties. If such written notice (cor an amended notice) states the failure amount of the Buyer Loss claimed and Seller notifies Buyer that Seller does not dispute the claim described in [*] Please refer to footnote 1 on page 1 of this Exhibit 2.1. such notice or fails to notify Buyer within 20 Business Days after delivery of such notice by Buyer whether Seller disputes the claim described in such notice, the Buyer Loss in the amount specified in Buyer’s notice will be deemed admitted by Seller, and Seller will indemnify the applicable Buyer Indemnified Parties for such Buyer Loss in accordance with Section 8.1(e). If Seller has timely disputed the liability of Seller or with respect to such claim, Seller and Buyer will proceed in good faith to negotiate a resolution of such dispute for at least 30 days after delivery of Seller’s notice after which the Parties may pursue any Retained Subsidiary remedies available to discharge any Excluded Liability, (d) Taxes them under this Agreement. If a written notice does not state the amount of the Selling PersonsBuyer Loss claimed, Genzyme Genetic Counselingsuch omission will not preclude any Buyer Indemnified Party from recovering from Seller the amount of the Buyer Loss with respect to the claim described in such notice if any such amount is promptly provided after it is determined. In order to assert its right to indemnification under this Article VIII, and G-Path for all Pre-Closing Tax Periods or Buyer will not be required to provide any notice except as provided in this Section 8.1(d). (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was Following a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor Seller Liability Determination with respect toto a Buyer Loss, Buyer (on behalf of the applicable Buyer Indemnified Party), shall recover such Buyer Loss in each instancethe following manner: (i) If the amount of such Buyer Loss is less than or equal to the Escrow Fund Value, then Buyer shall receive a Pre-Closing Tax Perioddistribution from the Escrow Fund in an amount equal to such Buyer Loss in accordance with the Escrow Agreement. (ii) If the amount of such Buyer Loss is greater than the Escrow Fund Value but less or equal to than the sum of (x) the Escrow Fund Value plus (y) the Parent Shares Value (determined as of the applicable Seller Liability Determination Date) (such sum, subjectthe “Indemnity Threshold Amount”), then (A) Buyer shall receive a distribution of the entire amount remaining in each case the Escrow Fund (if any) in accordance with the Escrow Agreement; and (B) Seller shall surrender to Buyer in accordance with Section 2.1(i) of the Subscription Agreement the number of Seller Parent Shares with a Parent Shares Value (determined as of the applicable Seller Liability Determination Date) equal to (1) such Buyer Loss minus (2) the Escrow Fund Value. (iii) If the amount of such Buyer Loss is greater than the Indemnity Threshold Amount, then (A) Buyer shall receive a distribution of all of the remaining Escrow Fund (if any) in accordance with the Escrow Agreement; (B) Seller shall surrender to Buyer in accordance with Section 2.1(i) of the Subscription Agreement all of the Seller Parent Shares; and (C) the Seller shall pay Buyer, within 10 days following such Seller Liability Determination, an amount in cash equal to (a) through such Buyer Loss minus (eb) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderIndemnity Threshold Amount.

Indemnification by Seller. (a) From and after the Closing, Seller shall agrees to indemnify and hold harmless Purchaser and its Affiliates (the “Purchaser Indemnitees”) each Buyer Group Member from and against any and all Damages which Losses and Expenses incurred by such Buyer Group Member in connection with or arising from: (i) any Purchaser Indemnitee may incur or suffer to the extent proximately caused by (a) the breach of, or inaccuracy in, any representation or warranty made by Seller in this Agreement, (b) the breach of any covenant warranty or obligation the inaccuracy of any representation of Seller contained in this AgreementAgreement (including the last sentence of each of Sections 6.16(a), (b) and (c)) or the certificate delivered by or on behalf of Seller pursuant to Section 8.5; (ii) any breach by Seller of, or failure by Seller to perform, any of its covenants or obligations contained in this Agreement (including its indemnification obligations set forth in Section 7.2 and excluding the last sentence of each of Sections 6.16(a), (b) and (c)); and (iii) any obligation or liability of Buyer and its Affiliates (including the Companies and the Transferring Subsidiaries) arising out of or relating to the Business that are assumed or retained by Seller or its Affiliates (other than the Companies and the Transferred Subsidiaries) pursuant to the terms of this Agreement; (iv) any obligation or liability of the Companies or the Subsidiaries relating to the period on or prior to the Cut-Off Date that does not arise out of or relate to the Business; (v) any obligation or liability of the Companies or the Subsidiaries to the extent caused by the Plan of Reorganization or the transactions contemplated thereby (other than Section 3.11 thereof); (vi) any liability of Buyer and its Affiliates (including the Companies and the Transferring Subsidiaries) arising out of or relating to the matter set forth on Schedule 10.1(a)(vi) of the Seller Disclosure Schedule; and (vii) any liability of Buyer and its Affiliates (including the Companies and the Transferring Subsidiaries) arising out of or relating to the matters set forth on Schedule 10.1(a)(vii) of the Seller Disclosure Schedule, to the extent relating to acts, errors or omissions of Seller, the Companies or the Subsidiaries occurring prior to the Cut Off Date; provided, however, that Seller shall be required to indemnify and hold harmless each Buyer Group Member under Section 10.1(a)(i) with respect to Losses and Expenses incurred only to the extent that: (x) the failure amount of Loss and Expense suffered by Buyer Group Members related to each individual claim exceeds $50,000 (it being understood that such $50,000 shall be a deductible for which Seller or any Retained Subsidiary shall bear no indemnification responsibility); (y) the aggregate amount of such Losses and Expenses (other than Losses and Expenses excluded by clause (x) above) exceeds $11,000,000 (it being understood that such $11,000,000 shall be a deductible for which Seller shall bear no indemnification responsibility); and (z) the aggregate amount required to discharge any Excluded Liability, be paid by Seller pursuant to Section 10.1(a)(i) shall not exceed fifteen percent (d15%) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderPurchase Price.

Indemnification by Seller. From and after (a) After the Closing, Seller shall indemnify hereby agrees to indemnify, defend and hold Buyer harmless Purchaser against and its Affiliates with respect to, and shall reimburse Buyer for: (the “Purchaser Indemnitees”i) from and against any Any and all Damages which losses, liabilities or damages resulting from any Purchaser Indemnitee may incur or suffer to the extent proximately caused by (a) the breach of, or inaccuracy in, of any representation or warranty made pursuant to this Agreement as of the date hereof or as of the Effective Time, or any failure by Seller to perform any covenant of Seller set forth in this AgreementAgreement or in any certificate, document or instrument prepared by Seller and delivered to Buyer hereunder; (ii) Any failure by Seller to pay, perform or discharge any and all Retained Liabilities; (iii) Any litigation, proceeding or claim by any third party arising from the business or operations of the Businesses by Seller prior to the Effective Time, except to the extent arising from the Assumed Liabilities; (iv) If Seller elects under Section 11.10 (the "1031 Election") to effect the transfer of some or all of the Assets to Buyer in a manner qualifying as part of a like-kind exchange of property by Seller within the meaning of Section 1031 of the Code (a "Like-kind Exchange"), (A) the excess, if any, of (1) all reasonable out-of-pocket costs and expenses of Buyer in consummating the transfer of any of the Assets to Buyer in a Like-kind Exchange, including, without limitation, reasonable legal fees and expenses for the review of any additional documentation to be executed and delivered by Buyer as a result of the Like-kind Exchange, over (2) the costs and expenses of Buyer in consummating the transfer of such Assets to Buyer if the 1031 Election had not been made and (B) the excess, 49 44 if any, of (1) if the 1031 Election causes Buyer to obtain a tax basis in such assets less than the tax basis Buyer would have had in such Assets had Seller not made a 1031 Election, the Taxes payable by Buyer, over (2) the Taxes that would have been payable by Buyer had Seller not made the 1031 Election; (v) With respect to any leased Real Property for which a Lease Consent or Estoppel Certificate are not obtained by the date which is twelve (12) months after the Closing Date related to such leased Real Property only, any and all reasonable out-of-pocket costs and expenses, including reasonable legal fees and expenses, arising from the termination of any lease for such Real Property and the transfer of any Assets from the related leased Real Property to a new site as a result thereof; (vi) Any and all reasonable out-of-pocket costs and expenses, including reasonable legal fees and expenses, of undertaking remediation or such other action to eliminate any noncompliance with applicable law with respect to any Real Property owned by Seller, in each case as specifically set forth in any Phase II Report; (vii) Any and all loss, liabilities or damages resulting from those provisions of any employment contract between the Businesses and an Assumed Employee which address the terms and conditions of any grant by PCC to such Assumed Employee of an option to purchase common stock; (viii) The amount finally determined pursuant to Section 6.12(b)(ii); and (ix) Any and all reasonable out-of-pocket costs and expenses, including reasonable legal fees and expenses, incident to any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or reasonably incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity. (b) Seller's obligation to indemnify Buyer pursuant to Section 10.2(a) shall be subject to all of the following limitations: (1) No indemnification shall be required to be made by Seller as the Indemnifying Party under Section 10.2(a) until the aggregate amount of all Settled Claims of Buyer as Claimant pursuant to this Agreement (and any agreements executed in connection herewith or delivered pursuant hereto) and the Group II-V Asset Purchase Agreement (and any agreements executed in connection therewith or delivered pursuant thereto) 50 45 exceeds Five Hundred Thousand Dollars ($500,000) in the aggregate (the "Hurdle Amount"); provided, however, that such limitation shall not apply to claims made by Buyer with respect to indemnification pursuant to Section 10.2(a)(iv), (v), (vi), (vii) and (viii) and prorations and adjustments to the Estimated Purchase Price pursuant to Sections 2.5 and 6.13(b). Once the aggregate amount of all such Settled Claims exceeds the Hurdle Amount, Seller shall provide indemnification to Buyer in respect of all Settled Claims, whether occurring before or after such time. (2) Notwithstanding anything in this Agreement or applicable law to the contrary, in no event shall Seller's obligation for indemnification under this Agreement and the Group II-V Asset Purchase Agreement (and agreements executed in connection herewith or therewith or delivered pursuant hereto or thereto) in the aggregate for all such agreements, exceed $56,967,153, and Buyer waives, releases and shall have no recourse against Seller for amounts in excess of $56,967,153; provided, however, that such limitation shall not apply to claims made by Buyer pursuant to Section 10.2(a)(iv) and (viii). (ii) Buyer shall be entitled to indemnification only for those damages arising with respect to any claim as to which Buyer has given Seller written notice within the appropriate time period set forth in Section 10.1 hereof for such claim. (iii) All of Buyer's damages sought to be recovered under Section 10.2(a) hereof shall be net of (i) any insurance proceeds received by Buyer as Claimant, with respect to events giving rise to such damages, and (ii) tax benefits finally received by or accruing to Buyer in connection with such events. (iv) Following the Closing, the sole and exclusive remedy for Buyer for any claim arising out of a breach of any representation, warranty, covenant or other agreement herein or otherwise arising out of or in connection with the transactions contemplated by this Agreement (and agreements executed in connection herewith or delivered pursuant hereto) or the operations of the Businesses, other than in respect of claims arising in connection with the WHNZ Option Agreement, the WYCL Option Agreement, the Services Agreements and the TSAs, whether such claim is framed in tort, contract or otherwise, shall be a claim for indemnification pursuant to this Section 10. (v) by Buyer that, other than with respect to Seller (but not including any shareholder, director, officer, employee, agent or Affiliate of Seller) as expressly provided for in Section 10.2(a) and this Section 10.2(b), no shareholder, director, officer, employee, agent or Affiliate of Seller shall have (i) any personal liability to Buyer as a result of the breach of any representation, warranty, covenant or obligation agreement of Seller contained herein or otherwise arising out of or in connection with the transactions contemplated hereby or the operations of the Businesses or (ii) any personal obligation to indemnify Buyer for any of Buyer's claims pursuant to Section 10.2(a) and Buyer waives and releases and shall have no recourse against any of such parties described in this AgreementSection 10.2(b)(v) as a result of the breach of any representation, (c) the failure warranty, covenant or agreement of Seller contained herein or any Retained Subsidiary to discharge any Excluded Liability, (d) Taxes otherwise arising out of or in connection with the transactions contemplated hereby or the operations of the Selling PersonsBusinesses; provided, Genzyme Genetic Counselinghowever, that the foregoing shall not affect the liability and G-Path for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware obligations of any event that would reasonably be expected to, or does, give rise of the parties to an Indemnification Claim hereunderthe Clear Channel Loan Agreement and the Guaranty delivered to Buyer pursuant to Section 6.10(a)(i)(6) of the Group II-V Asset Purchase Agreement thereunder.

Indemnification by Seller. From Within the time periods specified in Section 5.1 with respect to representations and after warranties of Seller, and within the Closingtime periods specified in subparagraph (c) below with respect to the indemnification provided by Seller 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 Affiliates Party (the “Purchaser Indemnitees”as hereinafter defined) from and against in respect of any and all Damages which any Purchaser Indemnitee may incur (as hereinafter defined) resulting from or suffer to the extent proximately caused by relating to: (a) any and all liabilities and obligations of Seller of any nature whatsoever, except for the Assumed Liabilities; (b) breach of, or inaccuracy in, of any representation or warranty made by Seller in this Agreement, (b) the breach or nonfulfillment of any covenant or obligation agreement on the part of Seller contained in 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 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 failure 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 action or inaction of Seller or any Retained Subsidiary director, officer, employee, agent, representative or subcontractor of Seller or any other third party occurring prior to discharge the Closing relating to or resulting from the operation of the Acquired Business or (ii) any Excluded Liabilitycondition on, under or at the Real Property prior to the Closing; provided, however, that Seller shall have no indemnification obligations with respect to any 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)), 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 supervision of, Purchaser to investigate or remediate Hazardous Wastes on, under or at any of 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 any governmental authority or other third party ("Notification"), unless Purchaser believes, in its good faith business judgment (exercised without regard to the availability of indemnification hereunder), and 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) Taxes failure to comply with any bulk sales or similar provisions of law in connection with the transfer of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or 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 Taxes 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 an affiliated, combined, consolidated Purchaser or unitary group of any third party during the period in which Genzyme Genetic Counseling or G-Path is or was a member on or before Purchaser owns the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderOwned Florida Real Property.

Indemnification by Seller. From Subject to Sections 7.3(b) and 7.6, from and after the Closing, Seller shall indemnify defend, indemnify, reimburse and hold harmless Purchaser Purchaser, the Acquired Companies, their respective Affiliates and, if applicable, their respective directors, officers, employees, agents, representatives and its Affiliates successors in interest (the “Purchaser IndemniteesIndemnified Parties” and, collectively with the Seller Indemnified Parties, the “Indemnified Parties”) from and any Losses incurred or suffered by or asserted against any and all Damages which any of the Purchaser Indemnitee may incur or suffer Indemnified Parties, to the extent proximately caused by arising out of or resulting from (ai) the any breach of, or inaccuracy in, of any representation or warranty made by Seller contained in this AgreementArticle III, (bii) the any breach of any covenant or obligation agreement of Seller contained in this AgreementAgreement which, by its terms, is to be performed or complied with in whole or in part following the Closing, (ciii) the failure of Seller or any Retained Subsidiary to discharge any Excluded Liability, liability for (dw) Taxes of the Selling Personsany Acquired Company for any taxable year or period (or portion thereof, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or (edetermined in accordance with Section 5.4(c)(ii)) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member that ends on or before the Closing Date (other than Transfer Taxes, if any, to which the provisions of Section 5.4(a) apply), except (A) to the extent a liability for such Taxes was taken into account in the calculation of the Final Target Statutory Capital and the Final Purchase Price pursuant to Section 2.3, and (B) for the avoidance of doubt, to the extent such Taxes were already paid by Seller pursuant to Section 5.4(b)(i) or Section 5.4(c)(i), (x) the Seller’s share of Transfer Taxes, if any, to which the provisions of Section 5.4(a) apply, (y) any Taxes resulting from the making of any Section 338(h)(10) Election or any of the actions described in Sections 5.6, 5.7, or 5.13 of this Agreement, and (z) any Taxes of any other Person imposed on Genzyme Genetic Counseling any of the Acquired Companies by reason of Treasury Regulations Section 1.1502-6 (or Gany corresponding or similar provision of federal, state, local, or non-Path United States law), as a transferee or successor with respect tosuccessor, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected toby contract, or does, give rise otherwise which Taxes relate to an Indemnification Claim hereunderevent or transaction occurring before the Closing (iv) Retained Liabilities, (v) Retained Policies and (vi) any and all items set forth on Schedule 7.3(a) hereto.

Indemnification by Seller. From and after the Closing, (a) Seller shall indemnify and hold harmless hereby indemnifies Purchaser and its Affiliates (the “Purchaser Indemnitees”) from and against and agrees to hold it harmless from any and all Damages (i) Tax of Company or its Subsidiary relating to a Pre-Closing Tax Period, (ii) Tax imposed upon or relating to Seller for any period, including any such Tax for which Company of its Subsidiary may be liable under Treasury Regulation Section 1.1502-6 (or any Purchaser Indemnitee may incur corresponding or suffer to the extent proximately caused similar provision of state, local or non-U.S. Law), as a transferee or successor, by contract or otherwise, (aiii) the Tax resulting from a breach of, or inaccuracy in, of any representation or warranty made by Seller contained in this AgreementSection 8.1, (biv) the Tax for which Seller is responsible pursuant to Section 8.2(d), (v) any Tax or Damages incurred or suffered by Purchaser or any of its Affiliates (including Company or its Subsidiary) arising out of a breach of any covenant or obligation of Seller agreement contained in this AgreementArticle 8 (but only to the extent appropriate to reflect the relative fault of Purchaser, on the one hand, and Seller, on the other hand), and (vi) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any such foregoing 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 Purchaser, any of its Affiliates or, effective upon the Closing, Company and its Subsidiary; provided, however, that Seller shall have no liability for the payment of any loss attributable to or resulting from any action described in Section 8.2(a) (except to the extent appropriate to reflect the relative fault of Seller and Purchaser). (b) For purposes of this Section 8.5, in the case of any 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 (i) in the case of any Taxes other than Taxes based upon or related to income, 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 (ii) in the case of any Tax based upon or related to income be deemed equal to the amount that would be payable if the relevant Taxable period ended on the Closing Date under an interim closing of the books. 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 effect to the foregoing allocations shall be made in a manner consistent with prior practices of Company and its Subsidiary. (c) If Seller’s indemnification obligation under this Section 8.5 arises in respect of an adjustment that makes allowable to Purchaser, any of its Affiliates or, effective upon the failure Closing, Company or its Subsidiary any deduction, amortization, exclusion from income or other allowance (a Tax Benefit) that would not, but for such adjustment, be allowable, and Purchaser reasonably expects that such Tax Benefit could be actually realized in cash within two (2) years of the Final Determination with respect to the Tax giving rise to Seller’s indemnification obligation, then any payment by Seller to Purchaser shall be an amount equal to (i) the amount otherwise due but for this subsection (c), minus (ii) the present value of the Tax Benefit multiplied by the federal or state, as the case may be, corporate Tax rate reasonably expected by Purchaser to apply (taking into account the deductibility of any Retained Subsidiary such Taxes) at the time such Tax Benefit is expected to discharge any Excluded Liability, be actually realized. The present value referred to in the preceding sentence shall be determined using a discount rate equal to the federal underpayment rate in effect at the time the relevant adjustment is made and assuming that the Tax Benefit will be actually realized in cash at the earliest date or dates reasonably expected by Purchaser. (d) Taxes Any payment by Seller pursuant to this Section 8.5 shall be made in immediately available funds not later than two (2) Business Days before the date payment of the Selling PersonsTaxes to which such payment relates is due, Genzyme Genetic Counselingor, if no Tax is payable, within fifteen (15) days after receipt by Seller of written notice from Purchaser stating that any loss has been paid by Purchaser, any of its Affiliates or, effective upon the Closing, Company and G-Path for all Pre-Closing Tax Periods or the amount thereof and of the indemnity payment requested. (e) If any claim or demand for Taxes of an affiliated, combined, consolidated or unitary group in respect of which Genzyme Genetic Counseling indemnity may be sought pursuant to this Section 8.5 is asserted in writing against Purchaser, any of its Affiliates or, effective upon the Closing, Company or G-Path is its Subsidiary, Purchaser shall notify Seller of such claim or was demand within ten (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, at its own expense, participate in and, upon timely notice to Purchaser, assume and control the conduct of any audit or examination by, or contest or litigation against, any Taxing Authority (a member Tax Proceeding) (i) relating solely to a taxable period ending on or before the Closing Date or imposed (ii) relating to any Straddle Period in which the claim of the applicable Taxing Authority in connection with such Tax Proceeding for which Seller would be liable under this Agreement exceeds the claim of the applicable Taxing Authority in connection with such Tax Proceeding for which Purchaser would be liable under this Agreement; provided, however, that Seller shall (A) provide Purchaser with a timely and reasonably detailed account of each stage of such Tax Proceeding, (B) consult with Purchaser before taking any significant action in connection with such Tax Proceeding, (C) consult with Purchaser and offer Purchaser an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (D) defend such Tax Proceeding diligently and in good faith as if the taxpayer whose Return is at issue were the only party in interest in connection with such Tax Proceeding and (E) not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Purchaser if such settlement, compromise or abandonment could have an adverse impact on Genzyme Genetic Counseling Purchaser, Company or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9its Subsidiary. Purchaser will take, and will cause shall have the right to control any other Tax Proceeding. (f) Any claim that may be brought by Purchaser Indemnitees against Seller pursuant to take, all commercially reasonable steps to mitigate provisions of this Section 8.5 shall terminate sixty (60) days after the applicable statute of limitations for any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereundersuch claims terminates.

Indemnification by Seller. (a) From and after the Closing, Seller shall indemnify and hold harmless Purchaser and its Affiliates affiliates and each of their respective officers, directors, employees, stockholders, agents, and representatives against, and hold them harmless from, any loss, liability, claim, damage, or expense (the including reasonable legal fees and expenses) (“Purchaser IndemniteesLosses”) from and against any and all Damages which any Purchaser Indemnitee may incur or suffer ), as incurred (payable promptly upon written request), to the extent proximately caused by arising from: (ai) any breach as of the breach of, or inaccuracy in, Closing Date of any representation or warranty made by of Seller that survives the Closing and is contained in this AgreementAgreement or in any Ancillary Agreement (it being agreed and acknowledged by the parties that for purposes of Purchaser’s right to indemnification pursuant to this Section 8.01 the representations and warranties of Seller shall be deemed not qualified by any references therein to materiality generally or to whether or not any breach results or may result in a Seller Material Adverse Effect); (ii) actions necessary (as determined in Purchaser’s reasonable discretion) to protect the health and safety of Purchaser’s employees, agents, invitees and guests related to environmental conditions at the Premises existing as of the Closing, including without limitation any of the matters listed on Exhibit 8.01(a)(ii); (biii) the any breach of any covenant or obligation of Seller that survives the Closing and contained in this Agreement, Agreement or in any Ancillary Agreement requiring performance after the Closing Date; (civ) the failure of Seller or any Retained Subsidiary to discharge any Excluded Liability; and (v) any fees, expenses or other payments incurred or owed by Seller to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Seller shall not be required to indemnify any person, and shall not have any liability under clauses (i), (dii) Taxes and (iii) of Section 8.01(a) in excess of the Selling PersonsEscrowed Funds (it being understood that the funds held in the Escrow Account shall be the source of funding for any such indemnification claim), Genzyme Genetic Counselingexcept that the limitation set forth in this Section 8.01(b) shall not apply to any claim for indemnification arising out of fraud or a breach of Section 3.01, 3.02, 3.03, 3.04 and G-Path 3.07 (collectively, the “Fundamental Representations”). The maximum aggregate liability for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor indemnification claims payable by Seller with respect to, in each instance, to a Pre-Closing Tax Period, subject, in each case breach of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably Fundamental Representations shall be expected to, or does, give rise to an Indemnification Claim hereunderthe Purchase Price.

Indemnification by Seller. From and after the Closing(i) Seller agrees to defend, Seller shall indemnify and hold harmless Purchaser the Planet 13 Parties and its their Affiliates, and the managers, directors, officers and employees of the Planet 13 Parties and their respective Affiliates (each a “Buyer Party” and collectively, the “Purchaser IndemniteesBuyer Parties”), from, against, and in respect of: (A) from and against any and all Damages which Losses suffered or incurred by a Buyer Party by reason of any Purchaser Indemnitee may incur breached or suffer to the extent proximately caused by (a) the breach of, or inaccuracy in, any untrue representation or warranty made by Seller in this Agreement, (b) the breach of any covenant or obligation of Seller contained in Article 4 of this Agreement; (B) any and all Losses suffered or incurred by a Buyer Party by reason of the breach of or non-compliance with any covenant or agreement by Seller contained in this Agreement or any ancillary agreements executed in connection with this Agreement; (C) any and all Losses suffered or incurred by a Buyer Party attributable to (1) any and all Taxes of Seller, (c2) the failure of Seller or any Retained Subsidiary to discharge any Excluded Liability, (d) Taxes of the Selling Persons, Genzyme Genetic Counselingwithout duplication, and Gsubject to Section 2.5 (Transfer Taxes), any and all Taxes (or the non-Path for all payment thereof) imposed on Buyer with respect to the Purchased Assets and MRB Licenses attributable to any Pre-Closing Tax Periods Period or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a MRB Pre-Closing Tax Period, subjectand (3) any and all withholding, payroll, social security, unemployment or similar Taxes attributable to any payments made by Seller that are contingent upon or payable as a result of the transactions contemplated by this Agreement; (D) any and all Losses suffered or incurred by a Buyer Party by reason of any Excluded Liabilities or Excluded Assets or Taxes which are the responsibility of Seller pursuant to Section 9.2; (E) any and all Losses suffered or incurred by a Buyer Party by reason of any Third-Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising on or prior to the Second Closing Date, except to the extent indemnified by Buyer as set forth in each case Section 9.1(c)(iv) below; and (F) any and all Losses suffered or incurred by a Buyer Party by reason of fraud by Seller. (aii) through (e) aboveW Vapes and Xxxxxxx jointly and severally agree to defend, Sections 11.2.2(b) indemnify and 11.9. Purchaser will takehold harmless the Buyer Parties from, against, and will cause the other Purchaser Indemnitees to take, in respect of: (A) any and all commercially reasonable steps to mitigate any Damages upon becoming aware Losses suffered or incurred by a Buyer Party by reason of any event that would reasonably be expected to, breached or does, give rise untrue representation or warranty of W Vapes and Xxxxxxx contained in Article 4 of this Agreement; (B) any and all Losses suffered or incurred by a Buyer Party by reason of the breach of or non-compliance with any covenant or agreement by W Vapes and Xxxxxxx contained in this Agreement or any ancillary agreements executed in connection with this Agreement; and (C) by a Transferor Taxes which are the responsibility of Seller pursuant to an Indemnification Claim hereunderSection 9.2; (D) any and all Losses suffered or incurred by a Buyer Party by reason of fraud by Transferors.

Indemnification by Seller. (a) From and after the Closing, subject to the other provisions of this Article 8, Seller shall indemnify Buyer, its Affiliates and its and their respective Related Persons (collectively, the “Indemnified Buyer Entities”) and defend and hold each of them harmless Purchaser and its Affiliates (the “Purchaser Indemnitees”) from and against against, any and all Damages which any Purchaser Indemnitee may incur Indemnifiable Losses suffered, paid or suffer incurred by such Indemnified Buyer Entity to the extent proximately caused by arising out of or as a result of: (ai) the any breach of, or inaccuracy in, of any representation or warranty of the representations and warranties made by Seller to Buyer in Article 3 or in any certificate delivered in connection with this Agreement, (bii) the any breach or default of, or failure to comply with or perform, by Seller of any covenant of the covenants or obligation agreements of Seller contained in this Agreement, (ciii) the failure of Seller or any Retained Subsidiary to discharge any Excluded LiabilityAssets, and (div) Taxes any Excluded Liabilities. (b) Notwithstanding anything to the contrary contained in this Agreement, the Indemnified Buyer Entities shall be entitled to indemnification: (i) only if the aggregate Indemnifiable Losses to all Indemnified Buyer Entities with respect to all such claims exceed one percent (1%) of the Selling PersonsBase Purchase Price (the “Deductible”), Genzyme Genetic Counselingwhereupon (subject to the provisions of clauses (ii) and (iii) below) Seller shall be obligated to pay only such amounts that exceed the Deductible; provided, that the Deductible shall not apply to Indemnifiable Losses suffered, paid or incurred by an Indemnified Buyer Entity arising out of or as a result of a breach or inaccuracy in or otherwise related to any of the Specified Representations made by Seller, the representations and G-Path warranties contained in Section 3.11 or claims pursuant to Section 8.01(a)(ii), Section 8.01(a)(iii) or Section 8.01(a)(iv); (ii) only with respect to individual items (or series of related items) where the Indemnifiable Losses relating thereto are in excess of $50,000 (any items less than such threshold shall not be aggregated for all Pre-Closing Tax Periods the purposes of the immediately preceding clause (i)); provided that this Section 8.01(b)(ii) shall not apply to Indemnifiable Losses suffered, paid or incurred by an Indemnified Buyer Entity arising out of or as a result of any breach of or inaccuracy in any of the Specified Representations made by Seller, the representations and warranties contained in Section 3.11 or claims pursuant to Section 8.01(a)(ii), Section 8.01(a)(iii) or Section 8.01(a)(iv); and (eiii) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member only with respect to such claims made on or before the Closing Date expiration, if any, of the survival period pursuant to Section 7.01 for the applicable representation, warranty, covenant or imposed on Genzyme Genetic Counseling agreement. (c) Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Indemnified Buyer Entities be entitled to aggregate indemnification in excess of ten percent (10%) of the Base Purchase Price (the “Cap”); provided, that the Cap shall not apply to Indemnifiable Losses suffered, paid or G-Path incurred by an Indemnified Buyer Entity arising out of or as a transferee result of any breach of or successor with respect toinaccuracy in any of the Specified Representations made by Seller, the representations and warranties contained in each instanceSection 3.11 or claims pursuant to Sections 8.01(a)(ii), a Pre-Closing Tax Period, subject, (iii) or (iv). (d) This Section is subject to the limitations set forth in each case of (a) through Section 7.03. (e) aboveNotwithstanding anything to the contrary in this Agreement, Sections 11.2.2(b) and 11.9. Purchaser will takefor purposes of this Section 8.01 or Section 8.02, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware determination of any event that would reasonably breach or inaccuracy or the amount of any Indemnifiable Losses arising therefrom shall be expected tomade without regard to any qualification or exception contained in any of the representations, warranties, covenants or doesagreements relating to materiality, give rise to an Indemnification Claim hereunderSeller Material Adverse Effect, Company Material Adverse Effect or any similar qualification or standard applicable thereto.

Indemnification by Seller. From Seller hereby agrees to and after the Closingshall reimburse, Seller shall indemnify indemnify, defend (at Buyer's option and with counsel reasonably acceptable to Buyer) and hold harmless Purchaser Buyer and its Affiliates affiliates and each of their respective officers, directors, shareholders, members, partners, agents, employees, successors and assigns (collectively, the “Purchaser "Indemnitees”) "), from and against any and all Damages which claims, liabilities, causes of action, actual losses, costs, actual damages, reasonable attorneys' fees, judgments or expenses but not including any Purchaser Indemnitee may incur punitive (direct), incidental, consequential, special or suffer indirect damages (including loss of future revenue or income, loss of business reputation or opportunity relating to the extent proximately caused by breach of this Agreement or diminution of value or any damages based on any type of multiple) ("Losses"), arising out of, or relating to, the following matters: (a) the breach ofby Seller of any of the representations, or inaccuracy in, any representation or warranty warranties and/or covenants made by Seller in or under this Agreement, Agreement or any of the Transaction Documents; (b) the breach or default in the performance by Seller of any covenant of the covenants or obligation obligations to be performed by Seller under this Agreement or the Transaction Documents; and (c) any claims, liabilities or obligations of Seller, whether accrued, absolute, contingent or otherwise, arising out of or relating to, Seller's previous ownership, management and/or operation of the Property. Buyer may not bring any claims for indemnification with respect to any claims under Section 14.1 or any other matters arising by reason of this Agreement or the Transaction Documents unless and until the aggregate claims thereunder exceed Twenty-Five Thousand Dollars ($25,000.00) (the “Basket”), following which Buyer may recover the full amount of such Losses, including all Losses that are less than the amount of the Basket. After the Basket (if applicable) is exceeded, the maximum aggregate liability of both (x) Seller contained in under this Agreement and the Transaction Documents; and (y) Willco by reason of the Jxxxxx’x Separate Undertaking attached hereto and referenced under Section 17.16 of this Agreement, shall not exceed Five Hundred Thousand Dollars (c$500,000.00) in the failure aggregate as to both Seller and Willco (the “Maximum Liability”). Notwithstanding anything to the contrary set forth in this Section 14.1, Seller and Buyer hereby acknowledge agree as follows: (i) The Basket and Maximum Liability shall not apply to, and the provisions of this Section 14.1 shall in no way limit Seller’s or Willco’s liability in connection with, any breach by Seller or any Retained Subsidiary to discharge any Excluded Liability, (d) Taxes of the Selling Personsrepresentations and warranties set forth in Sections 9.1, Genzyme Genetic Counseling9.2, 9.3 and 9.19 hereof. (ii) The Basket and Maximum Liability shall not apply to, and G-Path for all Pre-Closing Tax Periods the provisions of this Section 14.1 shall in no way limit Seller’s or Willco’s liability in connection with, any amounts payable by Seller pursuant to Article 11 hereof. (eiii) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect The Basket and Maximum Liability shall not apply to, and the provisions of this Section 14.1 shall in each instanceno way limit Seller’s or Willco’s liability in connection with, a Pre-Closing Tax Period, subject, in each case any breach of Seller’s obligation to repurchase the Property under Article 15 below. (aiv) through (e) above, Sections 11.2.2(b) The Basket and 11.9. Purchaser will takeMaximum Liability shall not apply to, and will cause the other Purchaser Indemnitees to takeprovisions of this Section 14.1 shall in no way limit Seller’s or Willco’s liability in connection with, all commercially reasonable steps to mitigate any Damages upon becoming aware breach of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderSeller’s obligations under Section 2.4.

Indemnification by Seller. From and after the Closing, Seller shall indemnify will indemnify, defend and hold harmless Purchaser and its Affiliates and Representatives (the each, a “Purchaser IndemniteesIndemnified Party”) ), from and against any and all Damages which Liabilities, demands, claims, suits, actions, causes of action, assessments, costs, expenses, interest, fines, penalties or costs or expenses of any and all investigations, proceedings, judgments, remediations, settlements and compromises (including reasonable fees and expenses of attorneys, accountants and other experts) but not any consequential, incidental, indirect, special, exemplary or punitive damages (other than those actually awarded in connection with any third party claim) or any damages based on a multiple (individually, a “Loss” and collectively, the “Losses”) sustained or incurred by such Purchaser Indemnitee may incur Indemnified Party relating to, resulting from or suffer to arising out of any of the extent proximately caused by following: (a) the any inaccuracy in or breach of, or inaccuracy in, any of a representation or warranty made by of Seller in this Agreement, (b) the ; any non-compliance with or breach of any covenant or obligation of agreement by Seller contained in under this Agreement; or (b) any Excluded Liabilities. provided, that (i) Seller shall not have any liability pursuant to this Section 8.1 for any individual Loss of less than $10,000, (cii) the failure of Seller or shall not have any Retained Subsidiary to discharge any Excluded Liability, (d) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of liability under clause (a) through above unless the aggregate of all Losses relating thereto for which Seller would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $50,000 (e) above, Sections 11.2.2(b) and 11.9. Purchaser will takethe “Deductible”), and will cause then only for the amount of such Losses in excess of the Deductible; (iii) Seller’s aggregate liability under clause (a) above (other than with respect to the Fundamental Representations) shall in no event exceed the sum of the Deposit, the cash paid by Purchaser Indemnitees at Closing, and the total amount of principal actually paid by Purchaser on the Promissory Note as of the date of the Claim Notice; and (iv) Seller’s aggregate liability under this Agreement shall in no event exceed the Purchase Price (with it being understood, however, that nothing in this Agreement (including this Section 8.1) shall limit or restrict any of the Purchaser Indemnified Parties’ rights to take, all commercially reasonable steps to mitigate maintain or recover any Damages amounts in connection with any action or claim based upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderFraud by Seller).

Indemnification by Seller. From and after (a) Subject to Section 12.01, the Closing, Seller shall indemnify against and hold harmless Buyer, its Affiliates, and each of their successors and permitted assigns, and their respective employees, officers, directors and representatives (collectively, the “Buyer Indemnified Parties) from, and will promptly defend any Buyer Indemnified Party from and reimburse any Buyer Indemnified Party for, any and all Losses which such Buyer Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) The Seller’s breach of, any of the representations or warranties contained in this Agreement (each such breach, a “Seller Warranty Breach); (ii) any breach or nonfulfillment of any agreement or covenant of the Seller under the terms of this Agreement; and (iii) the Excluded Liabilities and the Excluded Assets, including any liability under any tolling agreement entered into pursuant to Section 7.01(b). (b) Notwithstanding any other provision to the contrary, the Seller shall not be required to indemnify and hold harmless Purchaser any Buyer Indemnified Party pursuant to Section 12.03(a): (i) unless such Buyer Indemnified Party has asserted a claim with respect to such matters within the applicable survival period set forth in Section 12.01 and its Affiliates (ii) only for the “Purchaser Indemnitees”aggregate amount of Buyer Indemnified Parties’ Losses resulting from Seller Warranty Breaches in excess of the Deductible; provided, that the cumulative indemnification obligation of Seller for Seller Warranty Breaches shall in no event exceed the Cap; provided further, that neither the Deductible nor the Cap shall apply in the case of any indemnification under clauses (ii) from and against (iii) of Section 12.03(a); provided further, that in the case of any indemnification under clauses (ii) and all Damages which (iii) of Section 12.03(a) that the cumulative indemnification obligation of the Seller under this Section 12.03(b) shall in no event exceed the Purchase Price received by the Seller. (c) Notwithstanding Section 12.03(b) above, on and as of the date that is six (6) months following the Closing Date, the Cap shall be reduced to an amount equal to (x) five percent (5%) of the Purchase Price plus (y) the amount of any Purchaser Indemnitee may incur or suffer claims by the Buyer Indemnified Parties for indemnification under this Agreement outstanding and unpaid as of such date, if any, pursuant to the extent proximately caused by (a) terms and subject to the breach of, or inaccuracy in, any representation or warranty made by Seller conditions set forth in this Agreement. On the date that is twelve (12) months following the Closing, (b) the breach Cap shall be reduced to the amount of any covenant or obligation claims by the Buyer Indemnified Parties for indemnification under this Agreement outstanding and unpaid as of Seller contained such date, if any, pursuant to the terms and subject to the conditions set forth in this Agreement, (c) the failure of Seller or any Retained Subsidiary to discharge any Excluded Liability, (d) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunder.

Indemnification by Seller. (a) From and after the Closing, Seller shall indemnify and hold harmless Purchaser and its Affiliates affiliates and each of their respective officers, directors, employees, stockholders, agents, and representatives against, and hold them harmless from, any loss, liability, claim, damage, or expense (the including reasonable legal fees and expenses) (“Purchaser IndemniteesLosses”) from and against any and all Damages which any Purchaser Indemnitee may incur or suffer ), as incurred (payable promptly upon written request), to the extent proximately caused by arising from: (ai) any breach as of the breach of, or inaccuracy in, Closing Date of any representation or warranty made by of Seller that survives the Closing and is contained in this AgreementAgreement or in any Ancillary Agreement (it being agreed and acknowledged by the parties that for purposes of Purchaser’s right to indemnification pursuant to this Section 8.01 the representations and warranties of Seller shall be deemed not qualified by any references therein to materiality generally or to whether or not any breach results or may result in a Seller Material Adverse Effect); (ii) actions necessary (as determined in Purchaser’s reasonable discretion) to protect the health and safety of Purchaser’s employees, agents, invitees and guests related to environmental conditions at the Premises existing as of the Closing, including without limitation any of the matters listed on Exhibit 8.01(a)(ii); (biii) the any breach of any covenant or obligation of Seller that survives the Closing and contained in this Agreement or in any Ancillary Agreement requiring performance after the Closing Date; (iv) any Excluded Liability; and (v) any fees, expenses or other payments incurred or owed by Seller to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Seller shall not be required to indemnify any person, and shall not have any liability under clauses (i), (ii) and (iii) of Section 8.01(a) in excess of the Escrowed Funds (it being understood that the funds held in the Escrow Account shall be the source of funding for any such indemnification claim), except that the limitation set forth in this Section 8.01(b) shall not apply to any claim for indemnification arising out of fraud or a breach of Section 3.01, 3.02, 3.03, 3.04 and 3.07 (collectively, the “Fundamental Representations”). The maximum aggregate liability for indemnification claims payable by Seller with respect to a breach of the Fundamental Representations shall be the Purchase Price. (c) Except as otherwise specifically provided in this Agreement or in any Ancillary Agreement, Purchaser acknowledges that its sole and exclusive remedy after the failure Closing with respect to any and all claims relating to this Agreement and the Ancillary Agreements, the Acquisition and the other transactions contemplated hereby and thereby, the Seller and its assets and liabilities (other than claims of, or causes of Seller or any Retained Subsidiary action arising from, fraud) shall be pursuant to discharge any Excluded Liability, (d) Taxes the indemnification provisions set forth in this Article VIII. In furtherance of the Selling Personsforegoing, Genzyme Genetic CounselingPurchaser hereby waives, from and G-Path for after the Closing, to the fullest extent permitted under applicable law, any and all Pre-Closing Tax Periods or rights, claims and causes of action (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected tothan claims of, or doescauses of action arising from, give rise fraud) for damages it may have against Seller arising under or based upon this Agreement, any Ancillary Agreement, any document or certificate delivered in connection herewith, any Applicable Law (including any relating to an Indemnification Claim hereunderenvironmental matters), common law or otherwise (except pursuant to the indemnification provisions set forth in this Section 8.01).

Indemnification by Seller. From (a) Seller hereby indemnifies Buyer against and after agrees to hold it harmless from any (i) Indemnifiable Tax of the Company or any Subsidiary, and (ii) liabilities, costs, 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 Indemnifiable Tax, including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any Indemnifiable Tax, in each case incurred or suffered by Buyer, any of its Affiliates or, effective upon the Closing, the Company, or any Subsidiary (the sum of (i) and (ii) being referred to as a "Loss"); provided, however, that Seller shall indemnify have no liability for the payment of any loss attributable to or resulting from any action described in Section 8.03(a) hereof; and hold harmless Purchaser provided, further, that Seller shall have no obligation to make any payment to Buyer pursuant to this Section 8.07 until the amount of all claims arising pursuant hereto in the aggregate (minus any Temporary Difference attributable thereto multiplied by the Applicable Tax Rate, each as defined in Section 8.07(b) hereof) exceeds the Basket, in which case Buyer shall be entitled to indemnity calculated in accordance with Section 8.07(b) for the full amount of all claims in excess of the Basket. (b) If Seller's indemnification obligation under Section 8.07(a) arises in respect of an adjustment which makes allowable to Buyer, any of its Affiliates, the Company or any Subsidiary, for any Post-Closing Tax Period, any deduction, amortization, exclusion from income, credit or other allowance (a "Temporary Difference") which would not, but for such adjustment, be allowable, then any payment by Seller to Buyer under Section 8.07(a) shall be an amount equal to (x) the amount otherwise due but for this subsection (b), minus (y) the present value of the Temporary Difference (determined as if the Buyer and its Affiliates have sufficient taxable income or other tax attributes to permit the utilization of the Temporary Difference at the earliest time permissible under applicable law) discounted at a rate of 10%, multiplied by the Applicable Tax Rate plus (the “Purchaser Indemnitees”) from and against any and all Damages which any Purchaser Indemnitee may incur or suffer to the extent proximately caused by (az) the breach of45 52 present value of the Temporary Difference, or inaccuracy inif any, any representation or warranty made allowable to Seller as a consequence of the adjustment giving rise to such payment, discounted at a rate of 10%, multiplied by Seller in this Agreement, (b) the breach of any covenant or obligation of Seller contained in this Agreement, Applicable Tax Rate. (c) the failure If as a result of an adjustment Seller or makes a payment to any Retained Subsidiary to discharge any Excluded Liability, (d) Taxes Taxing Authority in respect of an Indemnifiable Tax of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor Company with respect to, in each instance, a to any Pre-Closing Tax Period, subjectthen Buyer shall promptly pay to Seller an amount equal to such payment made by Seller, provided, however, that any such payment by Buyer shall not exceed an amount equal to (x) the positive balance, if any, in each case the Basket plus (y) the present value of the Temporary Difference, if any, allowable to Buyer, any of its Affiliates or, effective upon the Closing, the Company or any Subsidiary as a consequence of the adjustment giving rise to such payment, discounted at a rate of 10%, multiplied by the Applicable Tax Rate minus (az) through the present value of the Temporary Difference, if any, allowable to Seller as a consequence of the adjustment giving rise to such payment, discounted at a rate of 10%, multiplied by the Applicable Tax Rate. (d) The Basket shall be reduced by (i) the amount of any claim of Buyer under Section 8.07(a) hereof that is not paid in whole or part by Seller solely by reason of there being a positive balance in the Basket, minus any Temporary Difference attributable thereto multiplied by the Applicable Tax Rate, and (ii) the amount of any payment of Buyer to Seller under Section 8.07(c) hereof, minus any Temporary Difference attributable thereto multiplied by the Applicable Tax Rate. (e) aboveIf any claim or demand for Indemnifiable Taxes is asserted in writing against Buyer, Sections 11.2.2(b) and 11.9. Purchaser will takeany of its Affiliates or, effective upon the Closing, the Company or any Subsidiary, Buyer shall notify Seller of such claim or demand within 20 days of receipt thereof, or such earlier time that would allow Seller to timely respond to such claim or demand, and will cause 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 8.07 by paying to Buyer the other Purchaser Indemnitees amount of the applicable Loss, calculated on the date of such payment. Seller may, at its own expense, participate in and, upon notice to takeBuyer, assume the defense of any such claim, suit, action, litigation or proceeding (including any Tax audit). If Seller assumes such defense, Buyer shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Seller. Whether or not Seller chooses to defend or prosecute any claim, all commercially reasonable steps of the parties hereto shall cooperate in the defense or prosecution thereof. (f) Any payment by Seller pursuant to mitigate this Section 8.07 shall be made not later than 30 days after receipt by Seller of written notice from Buyer stating that any Damages Loss has been paid by Buyer, any of its Affiliates or, effective upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunder.the

Indemnification by Seller. From (a) Subject to the provisions of this ARTICLE XI, Seller shall indemnify, defend and hold harmless Buyer and its Affiliates and its and their respective stockholders, officers, directors, employees, representatives and agents (collectively, the “Buyer Indemnitees”) from and after the Closing, Seller shall indemnify and hold harmless Purchaser and its Affiliates (the “Purchaser Indemnitees”) Signing Date from and against any and all Damages which any Purchaser Indemnitee may incur or suffer claims, losses, damages, Liabilities, awards, judgments, costs and expenses (including reasonable attorneys’ fees) (“Damages”) incurred by the Buyer Indemnitees to the extent proximately caused by: (i) any breach of any of the representations and warranties made in this Agreement by (a) Seller or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; provided, that in the breach of, or inaccuracy in, case of any such representation or warranty made that is limited by Seller in this Agreement“materiality,” “Material Adverse Effect” or any similar term or limitation, the amount of Damages shall be determined as if such “materiality,” “Material Adverse Effect” or similar term or limitation were not included therein; (bii) the any breach of any covenant or obligation agreement of Seller contained made herein, including, but not limited to, failing to liquidate and convert Investment Assets held in this Agreement, the Investment Accounts to Cash Assets as required by Section 5.5; or (ciii) the failure of Seller or any Retained Subsidiary to discharge any Excluded Liability. (b) Notwithstanding the foregoing, (di) Taxes Seller shall not be liable to indemnify any Buyer Indemnitees against Damages arising under Section 11.2(a)(i) for any claim (or series of related claims) where the amount of Damages with respect to such claim (or related claims) does not exceed $10,000 (the “De Minimis Amount”) (and the amount of such Damages shall not be aggregated for purposes of clause (ii) of this sentence); (ii) Seller shall not be liable to indemnify any Buyer Indemnitees against Damages arising under Section 11.2(a)(i) unless and until the aggregate amount of such Damages exceeds three hundred twenty five thousand U.S. dollars ($325,000) (the “Threshold Amount”), whereupon the Buyer Indemnitees shall be entitled to indemnification for the amount of such Damages in excess of the Selling Persons, Genzyme Genetic Counseling, Threshold Amount; and G-Path (iii) Seller’s maximum Liability to the Buyer Indemnitees for all Pre-Closing Tax Periods or Damages arising under Section 11.2(a)(i) shall not exceed six million five hundred thousand U.S. dollars (e$6,500,000) any Taxes of an affiliated(the “Maximum Amount”); provided, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before that the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor Threshold Amount and Maximum Amount shall not apply with respect toto any failure of the Seller Fundamental Representations to be true and correct, in each instancewhich case Seller’s maximum Liability to the Buyer Indemnitees shall not exceed the Purchase Price. Notwithstanding anything herein to the contrary, a Pre-Closing Tax Period, subject, the limitations set forth in each case of (athis Section 11.2(b) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware shall not apply in respect of any event that would reasonably be expected to, indemnification obligation to the extent arising out of or does, give rise to an Indemnification Claim hereunderresulting from fraud or willful misrepresentation by Seller.

Indemnification by Seller. From Subject to the remainder of this Article IX, Seller shall and hereby does indemnify Purchaser, the Companies (after the Closing), Seller shall indemnify and hold harmless Purchaser and its Affiliates their Representatives (collectively, the “Purchaser IndemniteesIndemnified Parties”) from ), against, and against hold them harmless from, any and all Damages which Losses suffered or sustained by any Purchaser Indemnitee may incur Indemnified Party and arising from, in connection with or suffer to the extent proximately caused by otherwise with respect to: (a) the any breach of, or inaccuracy in, of any representation or warranty made by Seller in this Agreement, (b) the breach of any covenant or obligation of Seller contained in this Agreement or in any Seller Agreement, ; (b) any breach of any covenant of Seller contained in this Agreement or in any Seller Agreement; (c) the failure ownership and/or operation, by any of Seller or the Companies’ prior to the Closing Date of a gas processing facility at the Fresh Kills landfill located on Staten Island, New York, including without limitation resulting from any Retained Subsidiary to discharge any Excluded Liability, payment made after the Closing under the GSF Payment Bond and/or the GSF Letter of Credit; (d) Taxes of the Selling Personsmatters described on Schedule 4.14 hereto (collectively, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or the “Existing Litigation”); (e) any Taxes of an affiliated, combined, consolidated intercompany gain or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before other adverse Tax impact caused by the Closing Date or imposed on Genzyme Genetic Counseling or G-Path transactions contemplated hereby due to the tax status as a transferee “C corporation” of any of the Companies; (f) any Liabilities of the Companies in connection with any failure to pay, or successor failure to file Tax Returns with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) all state and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware local Taxes of any event nature whatsoever which relate to any period of time ending prior to the Closing Date, including without limitation any state or local income, sales, use, ad valorem, franchise and/or property Taxes; (g) any Liabilities or payments required under any self-insurance arrangement of any of the Companies for Liabilities arising prior to the Closing Date, including without limitation all self-insurance obligations which have not been specifically accrued or reserved for as reflected in the Financial Statements; (h) any Liabilities arising out of or relating to (i) the matters described on Schedule 4.20 hereto or (ii) “superfund” obligations existing as of the Closing of GSF Energy, LLC for the Omega Chemical Superfund site; or (i) any Liabilities arising out of or related to (i) violations of Environmental Laws and/or related Permits prior to the Closing, (ii) “superfund” obligations of the Companies that would reasonably be expected toresult from the disposal of Hazardous Wastes prior to the Closing or (iii) any failure prior to the Closing on the part of Seller or the Companies to comply with all applicable Environmental Laws and/or related Permits in connection with the Monmouth facility in New Jersey, or does, give rise to an Indemnification Claim hereunderincluding without limitation all outstanding enforcement actions pending before the New Jersey Department of Environmental Protection.

Indemnification by Seller. From Subject to the terms and after the Closingconditions of this Article X, Seller Sellers, jointly and severally, shall indemnify and defend Buyer and each of its Affiliates, officers, directors, employees and agents against, and hold them harmless Purchaser and its Affiliates (the “Purchaser Indemnitees”) from and against from, any and all Damages which Loss suffered or incurred by any Purchaser Indemnitee may incur or suffer such Indemnified Person to the extent proximately caused by arising from (a) if the Closing occurs, any breach of, or inaccuracy in, of any representation or warranty made of Sellers contained in this Agreement or any of the other Transaction Documents which survives the Closing or in any certificate, instrument or other document delivered pursuant hereto or thereto, (b) any nonperformance or breach of any covenant of Sellers contained in this Agreement or any of the other Transaction Documents, (c) if the Closing occurs, the existence of, or the failure of Sellers to pay, perform and discharge when due, any of the Excluded Liabilities (including, without limitation, any Losses as a result of the failure of Sellers to comply with any Bulk Sales Laws referred to in Section 7.2) or (d) if the Closing occurs, those product liability claims relating to a product that was sold by any of the Sellers to any third party prior to the Closing Date (“Product Liability Claim”) which individually results in actual Losses (the amount of such Losses for each such Product Liability Claim, the “Shared Cost Product Liability Amount”) (excluding, for the purposes of this Section 10.1(d), any Losses related to out-of-pocket expenses, reasonable attorneys’, experts’ and accountants’ fees and other disbursements and costs of investigation or defense) in excess of Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Shared Cost Product Liability Threshold Amount”); provided, however, that (i) Sellers shall have no liability under Section 10.1(a) unless the aggregate of all Losses relating thereto for which Seller would, but for this proviso, be liable exceeds Five Hundred Thousand Dollars ($500,000) (and then from the first dollar such liability), (ii) Sellers’ aggregate liability under Section 10.1(a) shall in no event exceed Twelve Million Dollars ($12,000,000) and (iii) Sellers shall only be liable under Section 10.1(d) for, and shall make payments to Buyer with respect to (A) half of the first Eight Million Dollars ($8,000,000) of any individual Shared Cost Product Liability Amount and (B) all amounts in excess of the first Eight Million Dollars ($8,000,000) of any individual Shared Cost Product Liability Amount, which such amounts for the purposes of this clause (iii) shall include out-of-pocket expenses, reasonable attorneys’, experts’ and accountants’ fees and other disbursements and costs of investigation or defense. Notwithstanding anything to the contrary in this Agreement, (b) Sellers shall not be liable for any Taxes related to the Acquired Properties as a result of the breach of any covenant representation or obligation of Seller warranty contained in this Agreement, (c) Section 4.5 to the failure of Seller or extent that such Taxes are for any Retained Subsidiary to discharge any Excluded Liability, (d) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before period after the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderDate.

Indemnification by Seller. From and after the Closing, Seller shall indemnify and hold harmless Purchaser and its Affiliates (the “Purchaser Indemnitees”) from and against any and all Damages which any Purchaser Indemnitee may incur or suffer to the extent proximately caused by (a) With respect to any Group Sale, after the Closing therefor, Seller hereby agrees to indemnify, defend and hold Buyer harmless against and with respect to, and shall reimburse Buyer for: (i) Any and all losses, liabilities or damages resulting from any breach of, or inaccuracy in, of any representation or warranty made 71 - 66 - pursuant to this Agreement as of the date hereof or as of the applicable Effective Time or, to the extent specifically contemplated by Section 6.10(a)(iv)(1) hereof and subject to the limitations therein, as of the applicable Closing Date, or any failure by Seller to perform any covenant of Seller set forth in this AgreementAgreement or in any certificate, document or instrument prepared by Seller and delivered to Buyer hereunder; (ii) Any failure by Seller to pay, perform or discharge any and all Retained Liabilities; (iii) Any litigation, proceeding or claim by any third party arising from the business or operations of the Assets by Seller prior to the Effective Time for the Group Sale in which such Assets were included, except to the extent arising from Assumed Liabilities; (iv) If Seller elects under Section 11.10 (the "1031 Election") to effect the transfer of some or all of the Assets to Buyer in a manner qualifying as part of a like-kind exchange of property by Seller within the meaning of Section 1031 of the Code (a "Like-kind Exchange"), (A) the excess, if any, of (1) all reasonable out-of-pocket costs and expenses of Buyer in consummating the transfer of any of the Assets to Buyer in a Like-kind Exchange, including, without limitation, reasonable legal fees and expenses for the review of any additional documentation to be executed and delivered by Buyer as a result of the Like-kind Exchange, over (2) the costs and expenses of Buyer in consummating the transfer of such Assets to Buyer if the 1031 Election had not been made and (B) the excess, if any, of (1) if the 1031 Election causes Buyer to obtain a tax basis in such assets less than the tax basis Buyer would have had in such Assets had Seller not made a 1031 Election, the Taxes payable by Buyer, over (2) the Taxes that would have been payable by Buyer had Seller not made the 1031 Election; (v) With respect to any leased Real Property for which a Lease Consent or Estoppel Certificate are not obtained by the date which is twelve (12) months after the Closing Date related to such leased Real Property only, any and all reasonable out-of-pocket costs and expenses, including reasonable legal fees and expenses, arising from the termination of any lease for such Real Property and the transfer of any Assets from the related leased Real Property to a new site as a result thereof; (vii) Any and all losses, liabilities or damages resulting from any claim by Marketing Magic, Inc. in respect of trade or barter agreements for any period prior to January 1, 1997; (viii) Any and all loss, liabilities or damages resulting from those provisions of any employment contract between any Station and an Assumed Employee which address the terms and conditions of any grant by PCC to such Assumed Employee of an option to purchase common stock; (ix) The amount finally determined pursuant to Section 6.15(b)(ii); (x) Any and all losses, liabilities or damages which Buyer pays to Citicasters Co. or its Affiliates as a result of a judgment in the World Class Rock Claims attributable to Seller's actions or inactions prior to the relevant Effective Time; and (xi) Any and all reasonable out-of-pocket costs and expenses, including reasonable legal fees and expenses, incident to any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or reasonably incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity. (b) Seller's obligation to indemnify Buyer pursuant to Section 10.2(a) shall be subject to all of the following limitations: (1) No indemnification shall be required to be made by Seller as the Indemnifying Party under Section 10.2(a) until the aggregate amount of all Settled Claims of Buyer as Claimant pursuant to this Agreement (and any agreements executed in connection herewith or delivered pursuant hereto) and the Group I Purchase Agreement (and any agreements executed in connection therewith or delivered pursuant thereto) exceeds Five Hundred Thousand Dollars ($500,000) in the aggregate (the "Hurdle Amount"); provided, however, that such limitation shall not apply to claims made by Buyer with respect to indemnification pursuant to Sections 10.2(a)(iv),(v), (vi), (vii), (viii) and (ix) and prorations and adjustments to the Estimated Purchase Price pursuant to Section 2.5. Once the aggregate amount of all such Settled Claims exceeds the Hurdle Amount Seller shall provide indemnification to Buyer in respect of all Settled Claims, whether occurring before or after such time. (2) Notwithstanding anything in this Agreement or applicable law to the contrary, in no event shall Seller's 73 - 68 - obligation for indemnification under this Agreement and the Group I Purchase Agreement (and agreements executed in connection herewith or therewith or delivered pursuant hereto or thereto) in the aggregate for all such agreements, exceed $56,967,153, and Buyer waives, releases and shall have no recourse against Seller for amounts in excess of $56,967,153; provided, however, that such limitation shall not apply to claims made by Buyer pursuant to Section 10.2(a)(iv) or (ix). (ii) Buyer shall be entitled to indemnification only for those damages arising with respect to any claim as to which Buyer has given Seller written notice within the appropriate time period set forth in Section 10.1 hereof for such claim. (iii) All of Buyer's damages sought to be recovered under Section 10.2(a) hereof shall be net of (i) any insurance proceeds received by Buyer as Claimant, with respect to events giving rise to such damages, and (ii) tax benefits finally received by or accruing to Buyer in connection with such events. (iv) Following the Closing with respect to any Group Sale, the sole and exclusive remedy for Buyer for any claim arising out of a breach of any representation, warranty, covenant or other agreement herein or otherwise arising out of or in connection with the transactions contemplated by this Agreement (and agreements executed in connection herewith or delivered pursuant hereto) related to such Group Sale or the operations of the Stations included in such Group Sale, other than in respect of claims arising in connection with the WHNZ Option Agreement, the WYCL Option Agreement, the Services Agreements and the TSAs, whether such claim is framed in tort, contract or otherwise, shall be a claim for indemnification pursuant to this Section 10. (v) Anything in this Agreement or any applicable law to the contrary notwithstanding, it is understood and agreed by Buyer that, other than with respect to Seller (but not including any shareholder, director, officer, employee, agent or Affiliate of Seller) as expressly provided for in Section 10.2(a) and this Section 10.2(b), no shareholder, director, officer, employee, agent or Affiliate of Seller shall have (i) any personal liability to Buyer as a result of the breach of any representation, warranty, covenant or obligation agreement of Seller contained herein or otherwise arising out of or in connection with the transactions contemplated hereby or the operations of the Stations or (ii) any personal obligation to indemnify Buyer for any of Buyer's claims pursuant to Section 10.2(a) and Buyer waives and releases and shall have no recourse against any of such parties described in this AgreementSection 10.2(b)(v) as a result of the breach of any representation, (c) the failure warranty, covenant or agreement of Seller contained herein or any Retained Subsidiary to discharge any Excluded Liability, (d) Taxes otherwise arising out of or in connection with the transactions contemplated hereby or the operations of the Selling PersonsStations; provided, Genzyme Genetic Counselinghowever, that the foregoing shall not affect the liability and G-Path for all Pre-Closing Tax Periods or obligations of any of the parties to the Clear Channel Loan Agreement and the Guaranty delivered to Buyer pursuant to Section 6.10(a)(i)(6) thereunder. (evi) any Taxes Any obligations of an affiliated, combined, consolidated or unitary group Seller in respect of which Genzyme Genetic Counseling or G-Path is or was a member on or before WKES and the Closing Date or imposed on Genzyme Genetic Counseling or G-Path Group IV Stations shall be subject to the limitations set forth in Section 6.10 hereof. (vii) Except as a transferee or successor with respect to, specifically provided in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(bSection 10.2(a)(x) and 11.9. Purchaser will takenotwithstanding any other provision of this Agreement to the contrary, and will cause Seller shall have no obligation to indemnify or hold harmless Buyer for or against any loss, liabilities, damages, costs or expenses resulting from or relating to the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderWorld Class Rock Claims.

Indemnification by Seller. From and after the Closing, Seller shall indemnify and hold harmless Purchaser and its Affiliates (the “Purchaser Indemnitees”) from and against any and all Damages which any Purchaser Indemnitee may incur or suffer to the extent proximately caused by (a) With respect to any Group Sale, after the Closing therefor, Seller hereby agrees to indemnify, defend and hold Buyer harmless against and with respect to, and shall reimburse Buyer for: (i) Any and all losses, liabilities or damages resulting from any breach of, or inaccuracy in, of any representation or warranty made pursuant to this Agreement as of the date hereof or as of the applicable Effective Time or, to the extent specifically contemplated by Section 6.10(a)(iv)(1) hereof and subject to the limitations therein, as of the applicable Closing Date, or any failure by Seller to perform any covenant of Seller set forth in this AgreementAgreement or in any certificate, document or instrument prepared by Seller and delivered to Buyer hereunder; (ii) Any failure by Seller to pay, perform or discharge any and all Retained Liabilities; (iii) Any litigation, proceeding or claim by any third party arising from the business or operations of the Assets by Seller prior to the Effective Time for the Group Sale in which such Assets were included, except to the extent arising from Assumed Liabilities; (iv) If Seller elects under Section 11.10 (the "1031 Election") to effect the transfer of some or all of the Assets to Buyer in a manner qualifying as part of a like-kind exchange of property by Seller within the meaning of Section 1031 of the Code (a "Like-kind Exchange"), (bA) the breach excess, if any, of (1) all reasonable out-of-pocket costs and expenses of Buyer in consummating the transfer of any covenant or obligation of Seller contained the Assets to Buyer in this Agreementa Like-kind Exchange, including, without limitation, reasonable legal fees and expenses for the review of any additional documentation to be executed and delivered by Buyer as a result of the Like-kind Exchange, over (c2) the failure costs and expenses of Buyer in consummating the transfer of such Assets to Buyer if the 1031 Election had not been made and (B) the excess, if any, of (1) if the 1031 Election causes Buyer to obtain a tax basis in such assets less than the tax basis Buyer would have had in such Assets had Seller not made a 1031 Election, the Taxes payable by Buyer, over (2) the Taxes that would have been payable by Buyer had Seller not made the 1031 Election; (v) With respect to any leased Real Property for which a Lease Consent or any Retained Subsidiary to discharge any Excluded Liability, Estoppel Certificate are not obtained by the date which is twelve (d12) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before months after the Closing Date or imposed on Genzyme Genetic Counseling or Grelated to such leased Real Property only, any and all reasonable out-Path of-pocket costs and expenses, including reasonable legal fees and expenses, arising from the termination of any lease for such Real Property and the transfer of any Assets from the related leased Real Property to a new site as a transferee result thereof; (vi) Any and all reasonable out-of-pocket costs and expenses, including reasonable legal fees and expenses, of undertaking remediation or successor such other action to eliminate any noncompliance with applicable law with respect to, in each instance, a Pre-Closing Tax Period, subjectto any Real Property owned by Seller, in each case as specifically set forth in any Phase II Report; (vii) Any and all losses, liabilities or damages resulting from any claim by Marketing Magic, Inc. in respect of trade or barter agreements for any period prior to January 1, 1997; (aviii) through (e) aboveAny and all loss, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware liabilities or damages resulting from those provisions of any event that would employment contract between any Station and an Assumed Employee which address the terms and conditions of any grant by PCC to such Assumed Employee of an option to purchase common stock; (ix) The amount finally determined pursuant to Section 6.15(b)(ii); (x) Any and all losses, liabilities or damages which Buyer pays to Citicasters Co. or its Affiliates as a result of a judgment in the World Class Rock Claims attributable to Seller's actions or inactions prior to the relevant Effective Time; and (xi) Any and all reasonable out-of-pocket costs and expenses, including reasonable legal fees and expenses, incident to any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or reasonably be expected toincurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or does, give rise to an Indemnification Claim hereunderin enforcing this indemnity.

Indemnification by Seller. From Subject to the other terms and conditions of this Article VIII, from and after the Closing, Closing Seller shall indemnify and hold harmless Purchaser defend each of Buyer and its Affiliates (including the Surviving Company) and their respective Representatives (collectively, the “Purchaser Buyer 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 which any Purchaser Indemnitee may incur Losses incurred or suffer sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to the extent proximately caused or by reason of (a) the breach of, any inaccuracy in or inaccuracy in, any representation or warranty made by Seller in this Agreement, (b) the breach of any covenant of the representations or obligation warranties of Seller contained in this Agreement; or (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement. All such calculations of Losses shall take into account any insurance proceeds received by the Buyer Indemnitees in connection with the matter out of which such Damages shall arise, net of directly related increases of premiums on such insurance policies. The Buyer Indemnitees agree to use commercially reasonable efforts to obtain such insurance proceeds. If an indemnification payment is received by any Buyer Indemnitee, and such Buyer Indemnitee later receives insurance proceeds or other third party recoveries, such Buyer Indemnitee shall promptly pay to Seller such amount. Notwithstanding anything herein to the contrary, (a) the Buyer Indemnitees shall not be entitled to seek indemnification under clause (a) of the first sentence of Section 8.02 with respect to any Losses unless and until the aggregate amount of all Losses suffered by the Buyer Indemnitees under clause (a) of the first sentence of Section 8.02 exceeds, in the aggregate, $250,000 (the “Deductible”), and then the Buyer Indemnitees shall only be entitled to indemnification for such aggregate amount of Losses that exceeds the Deductible; (b) the aggregate amount of all payments to which the Buyer Indemnitees shall be entitled to receive under clause (a) of the first sentence of Section 8.02 shall in no event exceed $1,200,000 (the “Cap”); and (c) the failure Buyer Indemnitees shall not be entitled to seek indemnification for Losses to the extent that the items giving rise to such Losses had been accounted for in the calculation of Seller or any Retained Subsidiary Closing Working Capital pursuant to discharge any Excluded Liability, (d) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, Section 2.04. The limitations set forth in each instance, a Pre-Closing Tax Period, subject, in each case of clause (a) through and clause (eb) aboveof the preceding sentence shall not apply to Losses relating to breaches of the Fundamental Representations, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, claims for indemnification under Section 6.03 or does, give rise to an Indemnification Claim hereunderfraud.

Indemnification by Seller. From (a) Except as otherwise provided in Article X below and after subject to the Closingfurther provisions hereof, Seller shall defend, indemnify and hold harmless Purchaser and Buyer, its Affiliates and respective successors and permitted assigns, and their respective shareholders, members, partners (the general and limited), officers, directors, managers, employees, agents and representatives, and each of their heirs, executors, successors and assigns (“Purchaser IndemniteesBuyer Indemnified Parties”) ), harmless from and against and in respect of any and all Damages which actual damages relating to any Purchaser Indemnitee may incur demands, claims, lawsuits, causes of action, losses, investigations and other proceedings (whether or suffer to not before a Governmental Entity and whether or not brought by a third party), including reasonable attorney’s fees, court costs and other documented out-of-pocket expenses incurred investigating or preparing the extent proximately caused by (a) the breach offoregoing, but excluding in all cases any special, indirect, incidental, consequential, or inaccuracy inpunitive damages (except for reasonable attorney’s fees, court costs and other documented out-of-pocket expenses incurred investigating or preparing the foregoing) (collectively, “Damages”), which arise out of (i) any representation breach of any of the representations and warranties contained in Article III or warranty made by IV hereof, or (ii) any breach of any of the covenants of Seller in this Agreement, . (b) The foregoing obligation to indemnify Buyer Indemnified Parties set forth in Section 9.2(a) shall be subject to each of the breach following limitations: (i) Seller’s indemnification obligations under Section 9.2 or otherwise shall terminate upon expiration of the Survival Period and Seller thereafter shall have no further obligation or liability whatsoever. (ii) No reimbursement or payment for any covenant Damages asserted against Seller under Section 9.2(a) above shall be required unless and until the cumulative aggregate amount of such Damages equals or obligation exceeds $20,000 (the “Seller’s Threshold”), and then only to the extent that the cumulative aggregate amount of Damages, as finally determined, exceeds the Seller’s Threshold; provided that any Damages which individually total less than $5,000 (“De Minimis Buyer Losses”) shall be excluded in their entirety and Seller contained in this Agreement, no event shall have any liability hereunder to any Buyer Indemnified Parties for any such De Minimis Buyer Losses. (c) the failure of Seller or any Retained Subsidiary to discharge any Excluded LiabilityNOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, SELLER’S AGGREGATE LIABILITY TO THE BUYER INDEMNIFIED PARTIES FOR ANY AND ALL DAMAGE CLAIMS AS DEFINED IN SECTION 9.2 (A) UNDER OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING, WITHOUT LIMITATION, THE INDEMNIFICATION PROVISIONS SET FORTH IN THIS ARTICLE IX AND THE PROVISIONS OF ARTICLE X HEREIN, SHALL NOT EXCEED $2,000,000 AND BUYER HEREBY WAIVES AND RELEASES (AND SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS) SELLER FROM AND AGAINST ANY CLAIMS OR DAMAGES OF ANY KIND WHATSOEVER IN EXCESS OF THIS AGGREGATE CAP, REGARDLESS OF THE SOLE, JOINT, CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF ANY KIND OF SELLER, BUYER, BGC, OR ANY OTHER PARTY OR PERSON. (d) Taxes The indemnities provided in this Section 9.2 shall survive the Closing, except as otherwise described above. The indemnity provided in this Section 9.2 shall be the sole and exclusive remedy of the Selling Persons, Genzyme Genetic CounselingBuyer Indemnified Parties against the Seller at law or in equity relating to this Agreement or the transactions contemplated hereby, and G-Path for shall be in lieu of any and all Pre-Closing Tax Periods other rights or claims which Buyer may have. (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware Buyer shall give Seller prompt written notice of any event that would reasonably be expected to, or does, third party claim which may give rise to any indemnity obligation under this Section, together with the estimated amount of such claim, and Seller shall have the right to assume the defense of any such claim through counsel of its own choosing, by so notifying Buyer within sixty (60) days of receipt of Buyer’s written notice; provided, however, that Seller’s counsel shall be reasonably satisfactory to Buyer. Failure to give prompt notice shall not affect the indemnification obligations hereunder in the absence of actual prejudice. If Buyer desires to participate in, but not control, any such defense assumed by Seller, it may do so at its sole cost and expense. If Seller declines to assume any such defense, it shall be liable for all reasonable costs and expenses of defending such claim incurred by Buyer, including reasonable fees and disbursements of counsel in the event it is ultimately determined that Seller is liable for such claim pursuant to the terms of this Agreement. No party shall, without the prior written consent of the other party, which shall not be unreasonably withheld, delayed, or conditioned, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the other parties or any Subsidiary or Affiliate thereof or if such settlement or compromise does not include an Indemnification Claim hereunderunconditional release of the other parties for any liability arising out of such claim or demand or any related claim or demand. The foregoing provision shall not apply to Seller’s control of the matters set forth in Schedule 4.4 which shall be governed by Section 6.2(f).

Indemnification by Seller. From and after the Closing, Seller shall indemnify and hold harmless Purchaser and its Affiliates (the “Purchaser Indemnitees”) from and against any and all Damages which any Purchaser Indemnitee may incur or suffer to the extent proximately caused by (a) the breach of, or inaccuracy in, Seller hereby indemnifies Buyer against and agrees to hold it harmless from any representation or warranty made by Seller in this Agreement, (bi) the breach of any covenant or obligation of Seller contained in this Agreement, (c) the failure of Seller or any Retained Subsidiary to discharge any Excluded Liability, (d) Taxes Tax of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, Acquired Subsidiaries relating to a Pre-Closing Tax PeriodPeriod and any Tax of the Seller or a Seller Designee, subjectand (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 Affiliates or, effective upon the Closing, the Acquired Subsidiaries (the sum of (a) through (e) above, Sections 11.2.2(bi) and 11.9(ii) being referred to as a "LOSS"). Purchaser Notwithstanding the foregoing, Seller shall have no liability for the payment of any Loss attributable to or resulting from any 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 that such Loss is attributable to an adjustment which results in a corresponding deduction, amortization, exclusion from income or other allowance (a "TAX BENEFIT") to Buyer, any of its Affiliates or 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 takebe 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 respect of any Tax. (b) For purposes of this Section 8.06, in the case of any 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 will (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 be 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 effect 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 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 (iii) Buyer shall execute or cause the Acquired Subsidiaries to execute any power of attorney or other Purchaser Indemnitees document necessary to takepermit 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 any Tax if such settlement could affect the amount of Taxes of any Acquired Subsidiary for any Tax period after the Closing. Whether or not Seller chooses to defend or prosecute any claim, all commercially reasonable steps 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 mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderassume and control the defense.

Indemnification by Seller. From and after the Closing, (a) Seller shall agrees to indemnify and hold harmless Purchaser and its Affiliates (the “Purchaser Indemnitees”) each Buyer Group Member from and against any and all Damages which Losses and Expenses incurred by such Buyer Group Member in connection with or arising from: (i) any Purchaser Indemnitee may incur or suffer to the extent proximately caused by (a) the breach of, or inaccuracy in, any representation or warranty made by Seller in this Agreement, (b) the breach of any covenant warranty or obligation the inaccuracy of any representation of Seller contained in this AgreementAgreement or in any agreement or document required to be delivered by Seller hereunder or any certificate delivered by or on behalf of Seller pursuant hereto; (ii) any breach by Seller of any of its covenants or agreements, or any failure of Seller to perform any of its obligations, in this Agreement or in any agreement or document required to be delivered by Seller hereunder after timely noticed; (ciii) the failure of Seller to pay, perform or any Retained Subsidiary to discharge any Excluded Liability; and (iv) any and all claims from or on behalf of any former, current or future (dA) Taxes holder of capital stock of, or other rights or interests in Seller or (B) creditor of Seller, in either case, arising from or relating to the execution, delivery and performance of this Agreement and/or the transactions contemplated hereby; provided, however, that Seller shall not be required to indemnify and hold harmless under clause (i) of this Section 9.1(a) with respect to Losses and Expenses incurred by Buyer Group Members (other than Losses and Expenses incurred as a result of inaccuracies of the Selling Personsrepresentations and warranties contained in Sections 5.1 (Organization and Authority), Genzyme Genetic Counseling5.4 (Title and Sufficiency) and 5.15 (Broker) (the “Seller Fundamental Representations), as to which this proviso shall have no effect) unless the aggregate amount of such Losses and Expenses subject to indemnification by Seller exceeds $50,000.00, and G-Path once such amount is exceeded, Seller shall indemnify the Buyer Group Members only for all Pre-Closing Tax Periods or the amount in excess of such amount; and provided further, however, that the aggregate amount that Seller shall be required to indemnify and hold harmless pursuant to Section 9.1(a) (eother than the Seller Fundamental Representations which shall not exceed $4,000,000.00) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path shall not exceed $1,200,000.00. (b) The indemnifications provided for in Section 9.1(a) shall terminate on the date that is or was a member on or before ninety (90) days following the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to(and no claims shall be made by any Buyer Group Member under Section 9.1(a) thereafter, in each instance, a Pre-Closing Tax Period, subject, in each case of other than claims made under Section 5.18 (a) through (e) above, Sections 11.2.2(bIntellectual Property) and 11.9. Purchaser will takeSection 8.10 (License of Intellectual Property) which shall terminate on the date that is twelve months following the Closing Date, but only if any current director or officer of Seller has a beneficial ownership interest in Seller’s capital stock and, other than claims made under Section 8.2 (Non-Competition) which shall terminate on the date that is three years following the Closing Date, except that the indemnifications shall continue as to any Loss or Expense arising under or related to a claim pursuant to Section 9.1(a) of which any Buyer Group Member has notified Seller in accordance with the requirements of Section 9.3 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 9.1(b), as to which the obligation of Seller shall continue until the liability of Seller shall have been determined pursuant to this Article IX, and will cause Seller shall have reimbursed all Buyer Group Members for the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware full amount of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereundersuch Loss and Expense in accordance with this Article IX.

Indemnification by Seller. (a) From and after the ClosingClosing Date, Seller shall indemnify and hold harmless Purchaser Buyer, its Affiliates, each of their respective directors, officers, employees and its Affiliates agents, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Purchaser IndemniteesBuyer Indemnified Parties”) from and against any and all Damages which damages, claims, losses, expenses, costs, obligations and liabilities, including without limitation liabilities for all reasonable attorneys’, accountants’, and experts’ fees and expenses including those incurred to enforce the terms of this Agreement (collectively, “Covered Liabilities”), suffered, directly or indirectly, by any Purchaser Indemnitee may incur of the Buyer Indemnified Parties, by reason of, or suffer arising out of (i) any of the Retained Assets or the Retained Liabilities, including any liability based on negligence, gross negligence or any other theory of liability, whether in law or equity, (ii) the ownership and operation of any of the Acquired Assets and Assumed Liabilities prior to the Closing Date, or (iii) any breach of any representation, warranty, covenant or agreement of Seller contained herein or in any certificate, schedule, exhibit or Transaction Document delivered pursuant to this Agreement. (b) Seller shall not be required to indemnify the Buyer Indemnified Parties with respect to any claim for indemnification under this Section 10.2 unless and until the aggregate amount of all claims against Seller under this Section 10.2 exceeds $25,000 (the “Indemnity Deductible”) and then only to the extent proximately caused by such aggregate amount exceeds such amount; provided, further, that in no event shall Seller be required to pay or otherwise be liable for an amount in excess of the Base Purchase Price (athe “Indemnity Cap”) with respect to claims made under this Section 10.2. (c) In no event will Seller be required to pay or otherwise be liable to indemnify the breach of, or inaccuracy in, Buyer Indemnified Parties with respect to any representation or warranty made by Seller in this Agreement, (b) the claims for indemnification arising from a breach of any covenant representations or obligation warranties of Seller contained set out in this AgreementAgreement for an amount in excess of two hundred thousand Dollars ($200,000), (c) provided however that the failure foregoing limitation shall not apply to any breach of Seller or any Retained Subsidiary to discharge any Excluded Liability, Section 3.20. (d) Taxes For the purposes of (i) determining if a breach of any of the Selling Personsrepresentations or warranties of Seller set out in this Agreement has occurred and (ii) calculating the amount of the Covered Liabilities under this Section 10.2, Genzyme Genetic Counselingany references to materiality, or any Material Adverse Effect qualifications, in the representations and G-Path for all Pre-Closing Tax Periods or warranties of Seller shall be disregarded. (e) Except as may be included in any Taxes of an affiliatedinsurance policy procured by Buyer, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware amount of any event that would reasonably be expected to, claims for indemnification arising from a breach of any representations or does, give rise to an Indemnification Claim hereunderwarranties set out in this Agreement shall not include punitive or consequential damages or any equitable equivalent thereof or substitute therefor.

Indemnification by Seller. (a) From and after the Closing, Seller shall agrees, subject to the other terms and conditions of this Agreement, to indemnify and hold harmless Purchaser each Buyer Indemnified Party, and its Affiliates (shall compensate and reimburse each Buyer Indemnified Party for, any Losses which are suffered or incurred by any of the “Purchaser Indemnitees”) from and against any and all Damages Buyer Indemnified Parties or to which any Purchaser Indemnitee of the Buyer Indemnified Parties may incur otherwise become subject (regardless of whether or suffer not such Losses relate to the extent proximately caused by (aany third-party claim) the breach and which arise from or as a result of, or are connected with: (i) any inaccuracy in, in or breach of any representation or warranty of Seller contained in Article II; (ii) any inaccuracy in or breach of any representation or warranty of Seller contained in Article II as if such representation and warranty had been made by Seller in this Agreementon and as of the Closing Date, except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time; (biii) the any breach of any covenant or obligation agreement of Seller contained in this AgreementAgreement or that certain Side Letter, (c) the failure of Seller or any Retained Subsidiary to discharge any Excluded Liability, (d) Taxes dated as of the Selling Personsdate hereof, Genzyme Genetic Counselingby and among the Seller, Analytics, ADS LLC and G-Path Buyer; (iv) any Closing Indebtedness or Company Transaction Expenses, to the extent not accounted for all Pre-Closing Tax Periods or in the determination of the Estimated Purchase Price; (ev) any Taxes of an affiliated, combined, consolidated the Company or unitary group any of which Genzyme Genetic Counseling or G-Path is or was a member its Subsidiaries for all taxable periods ending on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (each instancesuch taxable period, a "Pre-Closing Tax Period"), subjectexcept to the extent fully accounted for in the calculation of Closing Net Working Capital; and (vi) any of the matters set forth on Schedule 6.3(a). For purposes of clause (v) above, in the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the amount of any Taxes based on or measured by income, receipts, payroll, or sales of the Company or any of its Subsidiaries for a Straddle Period which relate to the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of the Company or any of its Subsidiaries for a Straddle Period which relate to the Pre-Closing Tax Period shall 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 such Straddle Period. (b) The indemnification obligations of Seller pursuant to Section 6.3(a) shall be limited as follows: (i) Seller shall have no obligation to provide any indemnification until the aggregate dollar amount of all Losses that would otherwise be indemnifiable pursuant to Section 6.3(a) exceeds $1,500,000 (the "Threshold Amount"), and then only to the extent such aggregate amount exceeds such Threshold Amount; provided, however, that the limitations set forth in this Section 6.3(b)(i) shall not apply to any claim for indemnification made pursuant to: (1) Section 6.3(a)(i) and/or Section 6.3(a)(ii), in each case, to the extent such claim arises from or is a result of or directly connected with, any inaccuracy in or breach of a representation or warranty set forth in Sections 2.1, 2.2, 2.3, 2.9, 2.10 or 2.15; (2) Section 6.3(a)(iii); (3) Section 6.3(a)(iv); (4) Section 6.3(a)(v); or (5) Section 6.3(a)(vi). (ii) Seller shall not be obligated to indemnify any Buyer Indemnified Party pursuant to Section 6.3(a) for any amount of indemnifiable Losses in excess of the Escrow Amount in the aggregate (the "Maximum Amount"); provided, however, that the limitations set forth in this Section 6.3(b)(ii) shall not apply to any claim for indemnification made pursuant to: (1) Section 6.3(a)(i) and/or Section 6.3(a)(ii), in each case, to the extent such claim arises from or is a result of or directly connected with, any inaccuracy in or breach of a representation or warranty set forth in Sections 2.1, 2.2, 2.3 or 2.9; (2) Section 6.3(a)(iii); (3) Section 6.3(a)(iv); or (4) Section 6.3(a)(v). (iii) The maximum aggregate liability of Seller pursuant to this Article VI shall be equal to the Purchase Price. (c) Payments by Seller pursuant to Section 6.3(a) shall be further limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by the applicable Buyer Indemnified Parties from any third party with respect thereto (net of any incremental premiums paid or other costs incurred by such Buyer Indemnified Parties in obtaining such insurance proceeds or indemnity, contribution or similar payment). The amount of Losses otherwise recoverable under Section 6.3(a) shall be adjusted to the extent to which any Tax liabilities or benefits are actually realized by the Buyer Indemnified Parties by reason of any Loss (after considering the Tax consequence of any associated indemnity payment) in any taxable year, calculated on a with and without basis. (d) A Buyer Indemnified Party shall give Seller written notice of any claim, assertion, event or Legal Proceeding (a "Buyer Claim") by or in respect of a third party as to which such Buyer Indemnified Party may request indemnification hereunder or as to which the Threshold Amount may be applied as soon as is practicable and in any event within twenty (20) days of the time that such Buyer Indemnified Party learns of such Buyer Claim; provided, however, that the failure to so notify Seller shall not affect rights to indemnification hereunder except to the extent that Seller is actually prejudiced by such failure. (e) In the event of the assertion or commencement of any Buyer Claim (whether against Buyer, the Company or against any other Person) with respect to which Seller may become obligated to hold harmless, indemnify, compensate or reimburse any Buyer Indemnified Party pursuant to this Article VI, the Buyer Indemnified Party shall have the right, at its election, to proceed with the defense of such Buyer Claim. If the Buyer Indemnified Party so proceeds with the defense of such Buyer Claim: (i) Seller shall make available to the Buyer Indemnified Party any documents and materials in its possession or control that may be necessary to the defense of such Buyer Claim; and (ii) the Buyer Indemnified Party shall not settle, adjust or compromise such Buyer Claim if the relief consists of money damages without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that in the event Seller does not consent to the settlement, adjustment or compromise of such Buyer Claim proposed by the Buyer Indemnified Party in good faith taking into account the merits of the Buyer Claim, after consultation with Seller, Seller shall be deemed to have acknowledged that the Buyer Indemnified Parties are entitled to indemnification under this Article VI in respect of such Buyer Claim and Seller shall as promptly as practicable post a bond, letter of credit or other similar security in each case reasonably satisfactory to, and in favor of, the Buyer Indemnified Party in an amount which equals the excess, if any, of (1) the money damages, if any, sought by the plaintiff or claimant in the matter over (2) the remaining balance of the Escrow Amount that is not otherwise subject to other pending Buyer Claims. Upon the posting of such bond, letter of credit or other similar security, Seller shall have the right to assume the defense of such Buyer Claim. For the avoidance of doubt, the Buyer Indemnified Party shall have the right to settle, adjust or compromise any portion of a Buyer Claim without the consent of Seller that does not consist of a claim for money damages. Notwithstanding an election by the Buyer Indemnified Party to proceed with the defense of such Buyer Claim, Seller shall have the right to employ separate counsel and to participate in the defense of such Buyer Claim, in each case at its sole cost and expense. Notwithstanding the foregoing, Seller shall have the right to assume the defense of any Buyer Claim that (ai) through does not involve any Governmental Authority or customer of Buyer, the Company or any of their respective Subsidiaries, (eii) above, Sections 11.2.2(b) and 11.9. Purchaser will takesolely seeks as a remedy the payment of money damages in an amount less than the remaining balance of the Escrow Amount that is not otherwise subject to other pending Buyer Claims, and (iii) Seller first admits in writing is a Buyer Claim for which the Buyer Indemnified Parties are entitled to indemnification under this Article VI. If Seller shall undertake to defend such Buyer Claim, it shall promptly notify the Buyer Indemnified Party of Seller's intention to do so. If Seller so proceeds with the defense of such Buyer Claim, Buyer shall make available to Seller any documents and materials in its possession or control that may be necessary to the defense of such Buyer Claim. Notwithstanding an election by Seller to assume the defense of such Buyer Claim, (i) the applicable Buyer Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such Buyer Claim, and Seller shall bear the reasonable fees, costs and expenses of such separate counsel if (A) the Buyer Indemnified Party shall have received a written opinion from counsel that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by Seller inappropriate, (B) the Buyer Indemnified Party shall have determined in good faith, after consultation with Seller, that the Losses in respect of such Buyer Claim may exceed the remaining balance of the Escrow Amount, or (C) Seller shall have authorized the Buyer Indemnified Party to employ separate counsel at Seller's expense, and (ii) the Buyer Indemnified Party shall have the right to assume the defense of such Buyer Claim at any time after Seller assumes the defense of such Buyer Claim if Seller is not diligently defending such Buyer Claim. Subject to the penultimate sentence of Section 6.3(e)(ii), if Seller does not elect to defend such Buyer Claim within the thirty (30)-day period following its receipt of written notice of such Buyer Claim, the Buyer Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at Seller's expense, to defend such Buyer Claim. The Buyer Indemnified Party's defense of, or participation in the defense of, any such Buyer Claim shall not in any way diminish or lessen the obligations of Seller under this Article VI. In no event may Seller settle, adjust or compromise any Buyer Claim that Seller is entitled to and has elected to defend without the consent of the Buyer Indemnified Party (which consent will cause not be unreasonably withheld, conditioned or delayed); provided, however, that Seller may settle, adjust or compromise any such Buyer Claim without the consent of the Buyer Indemnified Party so long as (i) the relief consists solely of money damages in an amount less than the remaining balance of the Escrow Amount that is not otherwise subject to other Purchaser Indemnitees pending Buyer Claims plus, in the event a bond, letter of credit or other similar security has been posted in accordance with Section 6.3(e)(ii), the amount of such bond, letter of credit or other similar security and (ii) the plaintiff or claimant in the matter releases all Buyer Indemnified Parties from all liability with respect thereto. (f) To avoid the duplication of recoveries, no Buyer Indemnified Party shall be entitled to take, all commercially reasonable steps to mitigate indemnification hereunder for any Damages upon becoming aware Loss arising from a breach of any event representation, warranty or covenant set forth herein (and the amount of any Loss incurred in respect of such breach shall not be included in the calculation of any limitations on indemnification set forth herein) to the extent that would reasonably such Loss is included in the calculation of Closing Net Working Capital, as finally determined pursuant to Section 1.6. (g) The representations, warranties and covenants of Seller, and the rights and remedies that may be expected exercised by the Buyer Indemnified Parties, shall not be limited or otherwise affected by or as a result of any information furnished to, or doesany investigation made by or knowledge of, give any of the Buyer Indemnified Parties or any of their Representatives. (h) Any liability for indemnification under this Section 6.3 shall be determined without duplication of recovery by reason of the state of facts giving rise to an Indemnification Claim hereundersuch liability constituting a breach of more than one representation, warranty, covenant or agreement.

Indemnification by Seller. From Provided Buyer has complied with Sections 5.4(d) and after 5.4(e) (although Buyer's non-compliance with Section 5.4(e) shall not relieve Seller of its obligations hereunder except to the Closingextent that such non-compliance has prejudiced Seller), Seller shall pay and be responsible for, and shall indemnify and hold harmless Purchaser Buyer and its Affiliates (the “Purchaser Indemnitees”) related Indemnified Parties from and against Taxes of Seller, the Acquired Entities and ACS Defense for any Pre-Effective Date Tax Period (including (i) Taxes (which for this purpose includes contractual obligations to pay Taxes, reimbursements, and similar payments with respect to Taxes) of other Persons, including employees of the Acquired Entities or ACS Defense, for which Seller, the Acquired Entities or ACS Defense are liable and (ii) any Taxes attributable to intercompany gains (within the meaning of Treasury Regulation Section 1.1502-13) that arise due to transactions described in Section 2.4 or any other transaction occurring prior to the Closing) (the "Intercompany Gains"); provided that no obligation for which indemnification is due under this Section 5.4(b) shall be included as a liability for purposes of determining the Final Working Capital Amount. The Parties shall treat all Damages which Intercompany Gains as occurring in a Pre-Effective Date Tax STOCK PURCHASE AGREEMENT 42 EXECUTION VERSION Period, and Seller shall indemnify Buyer for all Taxes attributable to such Intercompany Gains. Seller shall be entitled to all refunds and credits (including interest thereon) of all Taxes for any Purchaser Indemnitee may incur Pre-Effective Date Tax Period; provided, however, Seller shall not be entitled to any such Tax refund or suffer credit with respect to a Tax to the extent proximately caused by that (ai) the breach of, such Tax was included as a cost in a cost-reimbursement or inaccuracy in, any representation or warranty made by Seller fixed-price incentive (cost-redeterminable) Government Contract and (ii) Seller's indemnification obligations otherwise provided in this AgreementAgreement do not compensate Buyer for the adverse effect of the redetermination of such Tax. In the event Seller is liable for Taxes under this Section 5.4(b), (b) Seller shall reimburse Buyer and the breach Acquired Entities for any reasonable and necessary out-of-pocket costs incurred by them in assisting with the defense of a claim for such Taxes or a claim for refund thereof. With respect to any covenant or obligation of Seller contained in Tax period that includes but does not end on the Effective Date, Taxes for the Pre-Effective Date Tax Period shall be determined as if such Tax period actually ended on the Effective Date and included the transactions contemplated by this Agreement; provided, (c) however, that ad valorem Taxes shall be pro-rated on a daily basis through the failure of Seller or any Retained Subsidiary to discharge any Excluded Liability, (d) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderEffective Date.

Indemnification by Seller. From and after the Closing, Seller shall indemnify and hold harmless Purchaser and its Affiliates (the “Purchaser Indemnitees”) from and against any and all Damages which any Purchaser Indemnitee may incur or suffer to the extent proximately caused by (a) The Sellers hereby indemnify Buyer against and agree to hold it harmless from any (i) Tax imposed on any Company or any Company Subsidiary and (ii) out-of-pocket costs and expenses (including, without limitation, reasonable expenses of investigation and attorneys' fees and expenses), arising out of or incident to the breach ofimposition, assessment or assertion of any Tax indemnified under Section 8.06(a)(i), in each case with respect to any Pre-Closing Tax Period ---------- and in each case incurred or suffered by Buyer, any of its Affiliates or, effective for any Post-Closing Tax Period, any Company, or inaccuracy inany Company Subsidiary (the sum of 8.06(a)(i) and 8.06(a)(ii) being referred to as a ---------- ----------- "LOSS"); provided that the Sellers shall have no liability for the payment of any Loss attributable to or resulting from (i) any action described in Section 8.03(a) hereof relating to any breach by Buyer, any representation or warranty made by Seller in its Affiliates ------- of an obligation under this Agreement, (ii) any transaction occurring after the close of business on the Closing Date or (iii) a reduction in any Tax Asset of any member of the Seller Group which would otherwise be available to the Buyer for a Post-Closing Tax Period; provided further, that the Sellers shall have no obligation to make any payment to Buyer pursuant to this Section 8.06(a) until the amount of all claims arising pursuant hereto ---- in the aggregate exceeds the Basket, in which case Buyer shall be entitled to indemnity for the full amount of all claims in excess of the Basket. (b) Any Taxes for a Tax Period beginning before the breach of any covenant or obligation of Seller contained in this Agreement, Closing Date and ending after the Closing Date (ca "STRADDLE PERIOD") shall be apportioned between the failure of Seller or any Retained Subsidiary to discharge any Excluded Liability, (d) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or Period and the Post-Closing Tax Period on the basis of the actual operation of the Companies and the Company Subsidiaries. Each such Pre-Closing Tax Period and Post-Closing Tax Period shall be deemed to be a Tax Period subject to the provisions of Article 8. - (ec) any Taxes If as a result of an affiliated, combined, consolidated or unitary group adjustment the Sellers make a payment to any Taxing Authority in respect of which Genzyme Genetic Counseling or G-Path is or was a Tax of any member on or before of the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor Seller Group with respect to, in each instance, a to any Pre-Closing Tax Period, subjectthen Buyer shall promptly pay to the Sellers an amount equal to such payment made by the Sellers, provided, that any such payment by Buyer shall not exceed an amount equal to the positive balance, if any, in each case of (a) through the Basket. (e) aboveAny payment by the Sellers pursuant to this Section 8.06 shall be ---- made not later than 30 business days after receipt by the Sellers of written notice from Buyer stating that any Loss has been paid by Buyer, Sections 11.2.2(bany of its Affiliates or, effective upon the Closing, any Company or any Company Subsidiary and the amount thereof and of the indemnity payment requested; provided that the Sellers shall not be required to make any payment hereunder earlier than five days before it is due to the appropriate Taxing Authority. In the case of a Tax that is contested in accordance with the provisions of Section 8.06(f), payment of such Tax to ------- the appropriate Taxing Authority shall not be considered due earlier than the date of Final Determination with respect to such Tax. (f) and 11.9. Purchaser will takeIf 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, any Company or Company Subsidiary, Buyer shall notify the Sellers of such claim or demand within 10 business days of receipt thereof, or such earlier time that would allow the Sellers to timely respond to such claim or demand (but no failure to so notify Sellers shall preclude indemnification hereunder except to the extent Sellers were prejudiced by such failure), and will cause shall give the Sellers such information with respect thereto as the Sellers may reasonably request. The Sellers may discharge, at any time, their indemnification obligation under this Section 8.06 by paying to Buyer the amount of the ---- applicable Loss, calculated on the date of such payment. The Sellers may, at their own expense, participate in and, upon notice to Buyer, assume and control the defense of any such claim, suit, action, litigation or other Purchaser Indemnitees proceeding (including any Tax audit, other than a claim under Section 8.06(i), in which event Sellers may, at their own expense, participate in the defense of such claim). Buyer shall empower by appropriate powers of attorney such persons as may be designated by the Sellers from time to taketime as its representatives in any such proceeding. If the Sellers assume such defense, all commercially Buyer shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Sellers. Whether or not the Sellers choose to defend or prosecute any claim, Buyer shall use reasonable steps efforts to mitigate any Damages upon becoming aware Loss and all of the parties hereto shall cooperate in the defense or prosecution thereof. (g) The Sellers shall not be liable under this Section 8.06 for (i) ---- any settlements effected, without the Sellers' prior written consent; provided that the Sellers have not affirmatively abandoned the contest of any event such Tax or (ii) or resulting from any claim, suit, action, litigation or proceeding in which the Sellers were not permitted an opportunity to participate. (h) Any amount paid to or by the Sellers in respect of warranties or indemnities under this Agreement or the Related Agreements shall be treated as an adjustment to the Purchase Price. (i) Prior to the Closing, the Sellers shall cause KPMG Peat Marwick to prepare a report (which shall be reasonably acceptable to Buyer) setting forth the current and accumulated earnings and profits, if any, of the Company Group (the "E&P REPORT"). The cost of preparing the E&P Report shall be borne by the Sellers. As part of the Restructuring, the Sellers shall take such actions as are reasonably necessary to ensure that would reasonably the combined earnings and profits of the Companies accumulated for all Tax Periods through and including the Tax Period ending at the close of business on the Closing Date (disregarding any Company having net negative accumulated earnings and profits) will be expected tonot more than $5,000,000 (reduced by any earnings and profits of a Company Subsidiary attributable to a Tax Period in which such Company Subsidiary was not a member of the Company Group, whether or doesnot such Company Subsidiary is a subsidiary of a Company having negative earnings and profits). The Sellers hereby indemnify Buyer and General Growth Properties, give rise Inc. ("GGPI"), which shall be a third party hereof notwithstanding Section 13.05, against any Taxes imposed on Buyer, ----- GGPI, any Affiliates of GGPI or any Company or Company Subsidiary as a result of the combined earnings and profits of the Companies accumulated for all Tax Periods through and including the Tax Period ending at the close of business on the Closing Date (disregarding any Company having net negative accumulated earnings and profits) exceeding $5,000,000 (reduced by any earnings and profits of a Company Subsidiary attributable to an Indemnification Claim hereundera Tax Period in which such Company Subsidiary was not a member of the Company Group, whether or not such Company Subsidiary is a subsidiary of a Company having negative earnings and profits). In no event, however, shall the Sellers' liability under this Section 8.06(i) and Section 8.02(xii) exceed ------- $25,000,000. (j) This Article 8 shall be the sole provision governing Tax matters - and indemnities therefor under this Agreement, except as and to the extent provided in Section 11.06. -----

Indemnification by Seller. From (a) Seller hereby _________________________ indemnifies Buyer and its Affiliates against and agrees to hold them harmless from any (i) Tax of the Companies and their Subsidiaries for any Pre-September 30 Tax Period, (ii) liability of the Companies and their Subsidiaries for any Tax of the Seller Group under Treasury regulation section 1.1502-6 or any similar provision of state or local law as a result of the Companies or any of their Subsidiaries being a member of the Seller Group, (iii) penalties, interest or other costs and expenses with respect to Taxes for a Post-September 30 Tax Period attributable to the failure of any member of the Seller Group to prepare or timely file any Returns or pay any Taxes shown to be due on such Returns of the Companies and their Subsidiaries in a manner consistent with past practice, and (iv) liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and reasonable attorneys' fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Tax (including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any Tax) described in clause (i) through (iv) of this paragraph (the sum of (i) through (iv) being referred to as a "Buyer Loss"); provided, however, that Seller shall not indemnify Buyer and its ________ _______ Affiliates for (i) any Taxes that are measured on a retrospective base (e.g., superfund taxes) that includes any Pre-September 30 Tax Period and that are imposed with respect to any Post-September 30 Tax Period (including, without limitation, only that portion of calendar year 1995 beginning after September 30) or Post-Closing Tax Period of the ClosingCompanies and their Subsidiaries by reason of any change in law 110 117 enacted after September 30, 1995, (ii) any Taxes reflected on the September Adjusted GAAP Balance Sheet, (iii) any Loss attributable to or resulting from any action described in Section 8.3(a) hereof, or (iv) any guaranty fund assessment, second injury fund assessment, special insurance assessment or similar assessment or tax that was not actually assessed on or prior to September 30, 1995 or for which there is not a specified legal liability in existence on September 30, 1995 ("Excluded Taxes"); provided, further, that such Excluded Taxes ________ _______ shall not include assessments made on or prior to September 30, 1995 (including any correction in the amount of any assessments made after such date to take account of a computational error, such as using the wrong base or wrong rate or a mathematical error, in light of the facts and law at the time such computation was made) or assessments for which there is a legal liability in existence on such date; provided, further, that ________ _______ Seller shall have no obligation to make any payment to Buyer pursuant to this Section 8.8 until the amount of all claims arising pursuant hereto in the aggregate which are treated as adjustments to the Purchase Price (minus the actual reduction in the liability for Taxes of Buyer and its Affiliates as a result of realizing any Tax Benefit attributable thereto) exceeds the cushion for Taxes, if any, with respect to the Companies and their Subsidiaries reflected on the September Adjusted GAAP Balance Sheet (the "Cushion"), as adjusted for any payments made by Buyer or the Companies and any of their Subsidiaries to Seller pursuant to subsection (z) of Section 8.5(d) or otherwise pursuant to this Article 8 after September 30, 1995 and prior to Buyer's request for payment pursuant to this Section 8.8(a). On or prior to the date hereof, Seller shall indemnify provide Buyer with a schedule setting forth a good faith estimate of the Cushion, 111 118 which shall be adjusted (and hold harmless Purchaser promptly provided to Buyer) to reflect assets and liabilities on the September Adjusted GAAP Balance Sheet. (b) Any payment required of Seller pursuant to Section 8.8(a) shall be made not later than 30 days after receipt by Seller of written notice from Buyer stating that a Buyer Loss has been paid by Buyer or any of its Affiliates and the amount thereof and of the indemnity payment requested. Failure to give Seller such written notice shall not relieve Seller of its indemnification obligation pursuant to Section 8.8(a) unless and to the extent that Seller is materially prejudiced as a result thereof. (c) Each party shall notify the “Purchaser Indemnitees”other, within ten days of receipt thereof, of any claim for Taxes made in writing to such party or its Affiliates by a Taxing Authority (a "Tax Claim") which, if successful, could affect the other party's liability for Taxes. Seller may discharge, at any time, its indemnification obligation under this Section 8.8 by paying to Buyer the amount of the applicable Buyer Loss, calculated on the date of such payment; provided, however, that if the amount of ________ _______ such Buyer Loss, at the time of a Final Determination with respect thereto, exceeds the amount paid by Seller to Buyer pursuant to the preceding clause, Seller shall pay such excess to Buyer within ten days of such Final Determination. Seller may, at its own expense, participate in and, upon notice to Buyer, assume the defense of any Tax Claim for which Seller has agreed to indemnify Buyer pursuant to Section 8.8(a). If Seller assumes such defense, Buyer shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Seller; provided, however, that to the extent such action ________ _______ reasonably could be expected adversely to affect any Tax liability of Buyer and 119 its Affiliates for any Post-September 30 Tax Period or Post- Closing Tax Period Seller shall not settle, compromise, or otherwise dispose of any such Tax Claim without Buyer's prior written consent, which shall not be unreasonably withheld. Buyer shall indemnify Seller from and against any (i) increase in the amount of Buyer Loss and all Damages (ii) increase in the liability for Taxes of the Seller Group incurred by reason of Buyer unreasonably withholding its consent to the matters described in this Section 8.8(c). (d) Seller shall not be liable under Section 8.8(a) for (i) any Tax the payment of which by Buyer was made without Seller's prior written consent, which shall not be unreasonably withheld, or (ii) any Purchaser Indemnitee may incur settlements relating to a Tax of the Companies or suffer any of their Subsidiaries for a Pre-September 30 Tax Period effected without the consent of Seller, which shall not be unreasonably withheld, or resulting from any Tax Claim in which Seller was not permitted an opportunity to participate, but only to the extent proximately caused (in the case of both clause (i) and (ii) herein) that Buyer's failure to obtain Seller's consent or provide Seller with such an opportunity to participate materially prejudiced Seller. Seller shall indemnify Buyer from and against any Buyer Loss incurred by (a) the breach of, Buyer or inaccuracy in, any representation or warranty made of its Affiliates by Seller in this Agreement, (b) the breach of any covenant or obligation reason of Seller contained unreasonably withholding its consent to the matters described in this Agreement, clause (ci) the failure of Seller or any Retained Subsidiary to discharge any Excluded Liability, (d) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or (eii) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderthis Section 8.8(d).

Indemnification by Seller. From and after the Closing, (i) Seller shall indemnify indemnify, defend and hold harmless Purchaser Buyer and each of its Affiliates (the “Purchaser Indemnitees”each, a "Buyer Indemnitee") from and against any against, and shall reimburse each Buyer Indemnitee for, all Damages which any Purchaser Indemnitee may incur or suffer to the extent proximately caused by (a) the breach ofdemands, claims, actions, or inaccuracy incauses 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 representation misrepresentation or breach of warranty made contained in Article III hereof, (B) any breach by Seller in any material respect of any covenant or agreement of Seller contained in or arising out of this Agreement, (bC) the breach any unpaid Taxes of any covenant or obligation of Seller contained in this Agreement, (c) the failure of Seller or Company for any Retained Subsidiary to discharge any Excluded Liability, (d) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods Period, other than Taxes against which Buyer has indemnified Seller pursuant to Section 7.8(c) below or (eD) any Taxes of an affiliated, combined, consolidated the litigation matters set forth in Section 3.9 of the Seller Disclosure Schedule or unitary group any other litigation matter that arises out of which Genzyme Genetic Counseling facts or G-Path is circumstances existing at or was a member on or before prior to closing (the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a "Pre-Closing Litigation"). (ii) Notwithstanding Section 7.8(b)(i), Seller shall not have any liability under Section 7.8(b)(i) in respect of any claim for indemnification until the aggregate amount of all Losses otherwise subject to indemnification equals or 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 Period, subject, shall not be subject to the Basket Amount or maximum limit on aggregate liability set forth in each case 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 (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause except that any claim for indemnification in respect of which notice is given in accordance with the other Purchaser Indemnitees provisions of this Section 7.8 prior to take, all commercially reasonable steps the end of the applicable survival period shall survive with respect to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereundersuch claim until final resolution thereof.

Indemnification by Seller. From Seller agrees to save, defend and after indemnify Buyer and MTS and their officers, directors, agents and employees, subsidiaries, directors and employees of subsidiaries, and each person, if any, who controls or may control Buyer and MTS within the Closingmeaning of the Securities Act (each of the foregoing, a "Buyer Indemnified Party") against and hold them harmless from any and all claims, liabilities, losses, damages, deficiencies, costs and expenses, of every kind, nature and description, fixed or contingent (including, without limitation, interest, penalties and reasonable counsel's fees and expenses in connection with any action, claim or proceeding relating thereto or seeking enforcement of a party's obligations hereunder) (collectively for the purpose of this Section 10.09 "Losses"), imposed upon or incurred by a Buyer Indemnified Party arising out of or in connection with (i) any breach of any representation, warranty, covenant or agreement made by the Seller under this Agreement (including the Schedules and Exhibits thereto and any certificate delivered in connection with this Agreement and any Related Agreement), or (ii) any Retained Liability, or (iii) any Environmental Claim; PROVIDED, HOWEVER, that (A) Seller shall not have any obligation to indemnify and hold harmless Purchaser and its Affiliates (the “Purchaser Indemnitees”) a Buyer Indemnified Party from and against any Losses with respect to breaches described in (i) above until a Buyer Indemnified Party has suffered aggregate Losses by reason of all such breaches (excluding de Minimis Claims as hereinafter defined) in excess of $100,000, in which event a Buyer Indemnified Party shall be entitled to indemnification for the amount of its aggregate Losses in excess thereof, (B) in no event shall the aggregate of the Seller's indemnification payments with respect to breaches described in (i) above exceed the value of fifty percent 50% of the Purchase Price paid by Buyer hereunder other than with respect to fraud by Seller, in which case a Buyer Indemnified Party may recover all of its Losses from the Seller without limitation, and all Damages which any Purchaser Indemnitee may incur or suffer (C) indemnification claims with respect to the extent proximately caused by (a) the breach of, or inaccuracy in, any representation or warranty representations and warranties contained in Article III hereof must be made by Seller a Buyer Indemnified Party within the survival period therefor specified in this Agreement, (b) the breach Section 11.06 hereof. The foregoing limitations shall not apply with respect to any Losses arising out of any covenant Retained Liability. For purposes hereof, "de Minimis Claims" shall mean any indemnification claim for which the amount of Losses claimed is less than $10,000 (providing that any series of claims arising from the same or obligation of Seller contained in this Agreement, (c) the failure of Seller substantially similar facts or any Retained Subsidiary to discharge any Excluded Liability, (d) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path circumstances shall be treated as one claim for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereundersuch determination).

Indemnification by Seller. (a) From and after the Closing, Seller shall indemnify and hold harmless Purchaser and Purchaser, its Affiliates and each of their respective officers, directors, employees, agents and representatives (the [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. “Purchaser Indemnitees”) against and hold them harmless from any loss, liability, claim, damage, settlement (subject to Section 10.07) or expense (including reasonable legal fees and against expenses) (“Losses”) suffered or incurred by any and all Damages which any Purchaser Indemnitee may incur or suffer such indemnified party to the extent proximately caused by arising from: (ai) the any breach of, or inaccuracy in, of any representation or warranty made by Seller in this Agreement, (b) the breach of any covenant or obligation of Seller contained in this Agreement; or (ii) any breach of any covenant of Seller contained in this Agreement; provided, however, that this Section 10.01 shall not provide for any indemnification arising out of or relating to Taxes (which are the subject of Section 10.03). (b) Notwithstanding the forgoing, Seller shall not be required to indemnify any Purchaser Indemnitee and Seller shall not have any liability for any Losses: (i) under Section 10.01(a)(i) unless the aggregate of all Losses for which Seller would be liable, but for this clause (i), exceeds on a cumulative basis an amount equal to [ * ]; (ii) under Section 10.01(a)(i) for any individual item (or series of related items) where the Loss relating thereto is less than an amount equal to [ * ], and such items shall not be aggregated for purposes of the foregoing clause (i) of this Section 10.01(b); or (iii) under Section 10.01(a)(i), (A) with respect to the [ * ] of [ * ] (the “Fundamental Representations”), in [ * ] of the [ * ] and (B) with respect to all representations and warranties other than the Fundamental Representations, [ * ]; provided, that the limitations on indemnification set forth in clauses (i) and (ii) of this Section 10.01(b) shall not apply to any Losses resulting from a breach of the Fundamental Representations. (c) Each Purchaser Indemnitee shall use commercially reasonable efforts to, and shall cause its Affiliates to use commercially reasonable efforts to, mitigate any Losses for which it seeks indemnification hereunder and the failure of Seller costs incurred from such mitigation shall be included as additional Losses subject to indemnification; provided, that no such Purchaser Indemnitee shall be required to take any action or refrain from taking any action that is contrary to any applicable Contract or Applicable Law binding on such Purchaser Indemnitee or any Retained Subsidiary Affiliate thereof, or waive or abandon any rights to discharge any Excluded Liability, Intellectual Property. (d) Taxes Seller shall not be obligated to indemnify any Purchaser Indemnitee and Seller shall have no liability for any Losses arising from any environmental matter or condition (i) that is discovered or detected by or results from any sampling, investigation or reporting by or on behalf of Purchaser (unless such sampling, investigation or reporting was mandated by a Governmental Entity or other third party), or (ii) to the Selling Personsextent it is caused, Genzyme Genetic Counselingexacerbated, and G-Path for all Pre-or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. contributed to by any act, omission or operations after the Closing Tax Periods Date by, on behalf of, or under the control of, any person other than Seller. (e) The obligation to indemnify any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) Purchaser Indemnitee shall be subject to Section 3.04 and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderSection 10.06.

Indemnification by Seller. From (a) For the period commencing on the Closing Date and after ending, as the Closingcase may be, upon the expiration of the periods specified in Section 9.1(a) hereof Seller shall, subject to the limitations set forth in Sections 9.1(a) and 9.1(b) hereof, indemnify, defend and hold harmless Buyer and its Affiliates, and their respective directors, officers, employees, shareholders, attorneys, accountants and agents ("Buyer Indemnified Parties" and, collectively with the Seller Indemnified Parties, the "Indemnified Parties") against and in respect of all Losses sustained or incurred arising out of any breaches of Seller's or the Company's representations, warranties, covenants and agreements set forth in this Agreement (other than representations, warranties, covenants and agreements set forth in Article V, as to which the indemnification provisions set forth in Article V shall govern). (b) For the period commencing on the Closing Date, Seller shall indemnify indemnify, defend and hold harmless Purchaser the Buyer Indemnified Parties against and its Affiliates in respect of (i) all Losses sustained or incurred in connection with any liabilities assumed by Seller pursuant to Sections 6.4 (including the “Purchaser Indemnitees”agreements described therein), 6.6(b), 6.6(f) from and against the last sentence of Section 6.6(e), and (ii) all Losses arising out of the use or operation of the Airport Property, including any and all Damages which Loss arising under any Purchaser Indemnitee may incur or suffer to the extent proximately caused Environmental Law, notwithstanding whether any such Loss described by this clause (aii) the arises out of a breach of, or inaccuracy in, of any representation or warranty made by hereunder; provided, however, Seller shall have no obligation hereunder in this Agreement, (b) the breach respect of any covenant liabilities assumed by Buyer pursuant to Section 6.6(b) or obligation of any Losses for which Buyer is otherwise obligated to indemnify Seller contained in this Agreement, pursuant to Section 9.2. (c) Any payments pursuant to this Section 9.3 or Article V shall be treated as an adjustment to the failure of Seller or any Retained Subsidiary to discharge any Excluded Liability, (d) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path Purchase Price for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderpurposes.

Indemnification by Seller. From and after the Closing, Seller shall hereby agrees to indemnify and hold harmless Purchaser and its Affiliates (the “Purchaser Indemnitees”) Buyer from and against against: (1) any and all Damages which arising out of or resulting from any Purchaser Indemnitee may incur or suffer to the extent proximately caused by (a) the breach ofmisrepresentation, or inaccuracy in, any representation or warranty made by Seller in this Agreement, (b) the breach of warranty or nonfulfillment of any covenant or obligation agreement on the part of Seller contained in this Agreement or in any certificate, instrument, agreement or other document furnished or to be furnished to Buyer pursuant hereto or in connection with the transactions contemplated hereby; (2) any and all Damages arising out of or resulting from any liabilities of Seller of any nature, whether due or to become due, whether accrued, absolute, contingent or otherwise existing on the Closing Date or arising out of any transactions entered into, or any state of facts existing, prior to such date, except the Assumed Liabilities; (3) any Damages arising out of or resulting from any claim asserted against Buyer with respect to Excluded Liabilities; (4) any and all Damages arising from claims brought by Transferred Employees who have elected to terminate their employment with Seller in relation to these employees' terms of employment with Seller or and Affiliate of Seller, including but not limited to claims for severance pay resulting from the increase in any employee's wage during his or her period of employment with Buyer; and (5) Damages arising from the presence at or removal of asbestos from one or more buildings of the Old Factory or the New Factory as set forth in Section 4.10 of this Agreement, ; (c6) any secondary tax liability of the Buyer under the National Tax Basic Law and the Local Tax Law for the taxes of Seller that have accrued prior to the Closing Date; and (7) any and all Damages arising out of the failure of Seller or any Retained Subsidiary to discharge any Excluded Liability, (d) Taxes of obtain a shareholders' resolution approving this Agreement and the Selling Persons, Genzyme Genetic Counseling, transactions described herein and G-Path for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunder.this Section 4.4(a)(i)

Indemnification by Seller. From and after (a) Following the Closing, subject to the terms of this Article IX, Seller shall agrees to indemnify and hold harmless Purchaser Buyer and its Affiliates (including the Sold Companies) and their respective successors, permitted assigns, stockholders, officers, directors, employees, representatives, members, partners and agents (collectively, the “Purchaser IndemniteesBuyer Indemnified Persons”) from and against against, without duplication, any and all Damages which Losses incurred or suffered by any Purchaser Indemnitee may incur or suffer to the extent proximately caused by (a) the breach Buyer Indemnified Person arising out of, relating to or inaccuracy in, resulting from (i) any representation breach of any of the representations or warranty warranties made by Seller in Article III of this Agreement or (ii) any breach of any of the covenants or agreements of Seller in this Agreement, . (b) the breach of any covenant or The obligation of Seller to indemnify the Buyer Indemnified Persons for Losses with respect to the matters contained in this AgreementSection 9.2(a)(i) is subject to the following limitations except with respect to Losses arising from breach of the Seller Fundamental Representations: (i) Seller shall not be required to provide indemnification to any Buyer Indemnified Person pursuant to Section 9.2(a)(i), unless the aggregate amount of Losses incurred or suffered by Buyer Indemnified Persons from the matters contained in Section 9.2(a)(i) exceeds one-half percent (0.5%) of the Enterprise Value (the “Deductible”), whereupon Seller shall be liable for all amounts in excess of the Deductible; (ii) the Buyer Indemnified Persons shall have no right to indemnification under Section 9.2(a)(i) with respect to any claim or series of substantially related claims for which the sum of all Losses with respect thereto is less than $50,000 (for the avoidance of doubt, such claim or series of related claims for which the sum of all Losses with respect thereto is less than $50,000 shall not count towards the Deductible); and (iii) in no event shall the aggregate amount of Losses for which Seller is obligated to indemnify Buyer Indemnified Persons pursuant to Section 9.2(a)(i) exceed ten percent (10%) of the Enterprise Value (the “Cap”). In addition to the foregoing limitations, (cx) in no event shall Seller’s indemnification obligations under Section 9.2(a) and Section 5.6(a) exceed, in the aggregate, the Final Purchase Price and (y) the failure Deductible shall not apply to any Losses incurred or suffered by Buyer Indemnified Persons arising from breach of Seller Section 3.20 [Affiliate Relationships] or any Retained Subsidiary to discharge any Excluded LiabilitySection 3.21 [Sufficiency of Assets]. For the avoidance of doubt, (d) Taxes except for the previous sentence, none of the Selling Personslimitations set forth in this Section 9.2(b) shall apply to claims for indemnification under Section 5.6(a) or Section 9.2(a)(ii), Genzyme Genetic Counselinga claim arising out of or relating to a breach of the Seller Fundamental Representations, and G-Path or claims for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before fraud. Notwithstanding anything to the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect tocontrary in this Section 9.2(b), in each instancethe event of a claim for breach of Section 5.22(a) [Notification of Certain Matters] for failure to provide Buyer with a relevant Prior Event Disclosure or Subsequent Event Disclosure, such claim shall be subject to the limitations (and exceptions) set forth in this Section 9.2(b) as if such breach of Section 5.22(a) were a Pre-Closing Tax Period, subjectbreach of the representations and warranties underlying the Prior Event Disclosure or Subsequent Event Disclosure required to be delivered to Buyer (except to the extent such breach was done willfully or intentionally, in each which case of (a) through (e) above, Sections 11.2.2(b) such limitations and 11.9. Purchaser exceptions will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereundernot apply).

Indemnification by Seller. From Subject to the terms and after the Closingconditions of this Article X, Seller shall indemnify and hold harmless Purchaser and its Affiliates (the “Purchaser Indemnitees”) each Indemnified Buyer Affiliate from and against any and all Damages which any Purchaser Indemnitee may incur Losses suffered or suffer to the extent proximately caused incurred by such Indemnified Buyer Affiliate, resulting from or arising out of: (a) the any breach of, or inaccuracy in, of any representation or warranty made by Seller in this Agreement, (b) the breach of any covenant or obligation of Seller contained in this Agreement, (b) any breach of any covenant of Seller contained in this Agreement requiring performance after the Closing Date, (c) the failure of Seller or any Retained Subsidiary to discharge any Excluded Liability, (d) Taxes any Losses, including Environmental Losses, relating to conditions existing as of the Selling PersonsClosing Date at the Bridgeport Facility arising out of or relating to the release prior to the Closing Date hereof of Hazardous Materials on, Genzyme Genetic Counselingat, and G-Path for all Pre-Closing Tax Periods under or emanating from the Bridgeport Facility, including the disposal of Hazardous Materials or wastes at any offsite locations and/or in connection with the Transfer Act (the "Bridgeport Losses") or (e) Seller's non-compliance with any Taxes bulk transfer or similar type of Requirements of Law pursuant to Section 6.3 hereof. Notwithstanding anything to the contrary contained in the Agreement, except in respect of Losses described in Section 1.5(13), as to which such deductible does not apply, Seller shall not have any obligation to indemnify under this Article X in respect of the first $100,000 of Losses suffered or incurred by the Indemnified Buyer Affiliates hereunder. In addition, Seller shall have no obligation to indemnify under this Article X in respect of any Losses exceeding an affiliatedaggregate amount equal to fifty percent (50%) of the Purchase Price, combinedas adjusted, consolidated suffered or unitary group incurred by the Indemnified Buyer Affiliates hereunder, provided, however, that any of which Genzyme Genetic Counseling the limitations set forth herein shall not apply in respect of any Bridgeport Losses, those Excluded Liabilities described in Section 1.5(13) (Mexican permits), or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case breach of the first and second sentence of Section 3.2(a) (a) through (e) above, Sections 11.2.2(bauthority) and 11.9. Purchaser will takeSection 3.7 (title), and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderrespectively.

Indemnification by Seller. (a) From and after the ClosingClosing Date, Seller shall indemnify hereby agrees to indemnify, defend and hold harmless Purchaser and its Affiliates the Purchaser Designees (the “Purchaser Indemnitees”including their successors, assigns and transferees, if any) and their respective directors, shareholders, officers, employees, agents, consultants, representatives, Affiliates, successors and assigns from and against any and all Damages which loss, liability, damage or expense (including reasonable attorney and consultant's fees and expenses, collectively "Losses") arising out of (i) any Purchaser Indemnitee may incur or suffer to the extent proximately caused by (a) the breach of, or inaccuracy in, of any representation or warranty made by Seller in this AgreementAgreement (except those contained in Section 8.13, which are governed by Sections 16.1 and 16.6, and Section 8.15, which are governed solely by Article XVII), (bii) Seller's obligations under Section 16.6, (iii) Seller's failure to pay or satisfy or cause to be paid or satisfied (A) any of the Retained Liabilities or (B) any liability retained by Seller pursuant to Article XII when due or payable; or (iv) any breach or non-fulfillment of any covenant or obligation agreement of Seller contained herein or in this Agreementany other document executed and delivered at the Closing (except, in each case, those relating to Taxes, which are governed solely by Article XVII). (b) The amount of any Losses incurred by Purchaser and the Purchaser Designees shall be reduced (i) by the net amount Purchaser and the Purchaser Designees recover (after deducting all attorneys' fees, expenses and other costs of recovery), from any insurer or other third party liable for such Losses and (ii) where and to the extent the obligation giving rise to any such Losses was specifically included in the determination of Net Book Value, and also shall be reduced and increased in accordance with Section 17.1(e). (c) The indemnity provided in Sections 16.2 and 16.6 shall be the failure sole and exclusive remedy of Purchaser and the Purchaser Designees after the Closing Date with respect to any and all claims, including any claims arising under Environmental Laws, relating to the subject matter of this Agreement other than for fraud, willful misrepresentation or willful deceit and claims relating to Taxes (which shall be governed solely by the provisions of Article XVII). Under no circumstances will Seller be responsible for any consequential, incidental, special, or punitive damages or damages resulting from lost profits or business opportunities arising out of or resulting from any such claim, except to the extent Purchaser or Purchaser Designee (or any Retained Subsidiary other indemnified party described in Sections 16.2 or 16.6) incurs such damages in a Third Party Claim. In furtherance of the foregoing, Purchaser and the Purchaser Designees hereby waive, from and after the Closing, to discharge the fullest extent permitted under applicable law, any Excluded Liabilityand all rights, remedies, claims and causes of action it may have against Seller relating to the subject matter of this Agreement arising under or based upon any United States federal, state or local or any foreign statute, law, Environmental Laws (including, without limitation, any claims for contribution under CERCLA (the Comprehensive Environmental Response, Contamination and Liability Act, as amended, 42 U.S.C. ss. 9601 et seq.)), ordinance, rule or regulation or otherwise except (i) as otherwise provided with respect to claims relating to Taxes (which shall be governed solely by the provisions of Article XVII) and (ii) for fraud, willful misrepresentation or willful deceit. (d) Taxes Notice of any claim for indemnification under Section 16.5 below must be given within the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor applicable survival period set forth in Section 16.1 with respect to, to matters set forth in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderSection 16.2(a)(i).

Indemnification by Seller. From and after Subject to the Closinglimitations set forth in Section 7.6, Seller shall indemnify indemnify, defend, save and hold harmless Purchaser Buyer and each of its officers, directors, employees, agents, and Affiliates (the collectively, “Purchaser Buyer Indemnitees”) harmless from and against any all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs, and expenses (including reasonable attorneys fees, interest, penalties, and all Damages which reasonable amounts Table of Contents paid in investigation, defense or settlement of any Purchaser Indemnitee may incur of the foregoing, whether or suffer not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, “Buyer Damages”) asserted against, imposed upon, resulting to, required to the extent proximately caused be paid by or incurred by any Buyer Indemnitee, directly or indirectly, in connection with or arising out of: (a) any Excluded Liability, which includes, for the avoidance of doubt, any liability arising, before or after the Closing Date, out of the ownership or operation of the Acquired Assets prior to the Closing Date other than the Assumed Liabilities; (b) any breach of, or inaccuracy in, of any representation or warranty made by Seller in this Agreement; (c) any breach, (b) the breach non-fulfillment, or non-performance of any covenant or obligation of agreement made by Seller contained in or pursuant to this Agreement to which Seller is or is to become a party (including the Escrow Agreement and the Transition Services Agreement, (c) the failure of Seller or subject to any Retained Subsidiary to discharge any Excluded Liability, limitations imposed in those agreements); (d) Taxes the assessment by the Trustees of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or ILPP of any additional contributions under the ILPP; (e) Seller’s failure to have, or Buyer’s inability to obtain, all Permits required under the Water Act required for the operations of the Business as historically carried on by Seller, provided that the foregoing shall not be subject to any Taxes of an affiliated, combined, consolidated or unitary group the limitations set forth in Section 7.6; and (f) the amount of which Genzyme Genetic Counseling or G-Path is or was a member on or before any Receivables of Seller included in the Acquired Assets that are not collected within 180 days of the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause Date; provided that if Seller indemnifies Buyer for the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware amount of any event that would reasonably be expected tosuch Receivable and such Receivable is subsequently recovered, Buyer will reimburse to Seller the amount paid by Seller to Buyer pursuant to this Section 7.2(f). Seller shall pay to Buyer Indemnitees all Buyer Damages in immediately available funds or doesdirect the Escrow Agent to disburse such funds pursuant to the Escrow Agreement, give rise to an Indemnification Claim hereunderas applicable (all in accordance with this Agreement and the Escrow Agreement).

Indemnification by Seller. From and after (a) Subject to the limitations contained in this Article XIII, effective upon the Closing, Seller shall indemnify and hold Buyer harmless Purchaser and its Affiliates against all Losses arising out of: (the “Purchaser Indemnitees”i) from and against any and all Damages which any Purchaser Indemnitee may incur or suffer to the extent proximately caused by (a) the breach of, or inaccuracy in, any of a representation or warranty warranty, determined without giving effect to any materiality qualification contained therein or applicable thereto, made by Seller or the Subs in this Agreement, ; (bii) the breach of any covenant or obligation agreement of Seller any Sellers contained in this Agreement (but not the Fiber Supply Agreement, or obligations under Article VIII hereof, which shall stand on their own); (ciii) all claims made by Sellers' creditors and all liabilities and expenses (including reasonable attorneys' fees and disbursements, including those related to the enforcement of this indemnity) in any such case with respect to non-compliance with any bulk transfer law; (iv) any Excluded Liabilities, or the failure of Seller or any Retained Subsidiary Sellers to discharge any Excluded Liabilities; or (v) any Liability, (d) Taxes other than the IRB Obligations, of the Purchased Subsidiaries that is not an Assumed Liability (or would not be an Assumed Liability if the term "Sellers" were substituted for "Selling PersonsEntities" in Section 2.3). (b) Notwithstanding the foregoing, Genzyme Genetic Counselingin the case of Losses incurred as a result of the events described in Section 13.1(a)(i), and G-Path Seller shall not be liable for all Pre-Closing Tax Periods indemnification except to the extent that the aggregate amount of such Losses exceeds $8,000,000 (the "Basket"), in which event Buyer shall be entitled to indemnification as set forth above for the amount of such Losses in excess of the Basket. In no event shall Seller's aggregate obligation to indemnify the Buyer for Losses incurred as a result of the events described in Section 13.1(a)(i) exceed $312,500,000. The Basket shall not apply to Losses under Section 13.1(a)(ii), (iii), (iv) or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (ev) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunder.

Indemnification by Seller. From and after (a) After the Closing, Seller shall indemnify hereby agrees to indemnify, defend and hold Buyer harmless Purchaser against and its Affiliates with respect to, and shall reimburse Buyer for: (the “Purchaser Indemnitees”i) from and against any Any and all Damages which losses, liabilities or damages resulting from any Purchaser Indemnitee may incur or suffer to the extent proximately caused by (a) the breach of, or inaccuracy in, of any representation or warranty made pursuant to this Agreement as of the date hereof or as of the Effective Time, or any failure by Seller to perform any covenant of Seller set forth in this AgreementAgreement or in any certificate, document or instrument prepared by Seller and delivered to Buyer hereunder; (ii) Any failure by Seller to pay, perform or discharge any and all Retained Liabilities; (iii) Any litigation, proceeding or claim by any third party arising from the business or operations of the Businesses by Seller prior to the Effective Time, except to the extent arising from the Assumed Liabilities; (iv) If Seller elects under Section 11.10 (the "1031 Election") to effect the transfer of some or all of the Assets to Buyer in a manner qualifying as part of a like-kind exchange of property by Seller within the meaning of Section 1031 of the Code (a "Like-kind Exchange"), (A) the excess, if any, of (1) all reasonable out-of-pocket costs and expenses of Buyer in consummating the transfer of any of the Assets to Buyer in a Like-kind Exchange, including, without limitation, reasonable legal fees and expenses for the review of any additional documentation to be executed and delivered by Buyer as a result of the Like-kind Exchange, over (2) the costs and expenses of Buyer in consummating the transfer of such Assets to Buyer if the 1031 Election had not been made and (B) the excess, if any, of (1) if the 1031 Election causes Buyer to obtain a tax basis in such assets less than the tax basis Buyer would have had in such Assets had Seller not made a 1031 Election, the Taxes payable by Buyer, over (2) the Taxes that would have been payable by Buyer had Seller not made the 1031 Election; (v) With respect to any leased Real Property for which a Lease Consent or Estoppel Certificate are not obtained by the date which is twelve (12) months after the Closing Date related to such leased Real Property only, any and all reasonable out-of-pocket costs and expenses, including reasonable legal fees and expenses, arising from the termination of any lease for such Real Property and the transfer of any Assets from the related leased Real Property to a new site as a result thereof; (vi) Any and all reasonable out-of-pocket costs and expenses, including reasonable legal fees and expenses, of undertaking remediation or such other action to eliminate any noncompliance with applicable law with respect to any Real Property owned by Seller, in each case as specifically set forth in any Phase II Report; (vii) Any and all loss, liabilities or damages resulting from those provisions of any employment contract between the Businesses and an Assumed Employee which address the terms and conditions of any grant by PCC to such Assumed Employee of an option to purchase common stock; (viii) The amount finally determined pursuant to Section 6.12(b)(ii); and (ix) Any and all reasonable out-of-pocket costs and expenses, including reasonable legal fees and expenses, incident to any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or reasonably incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity. (b) Seller's obligation to indemnify Buyer pursuant to Section 10.2(a) shall be subject to all of the following limitations: (1) No indemnification shall be required to be made by Seller as the Indemnifying Party under Section 10.2(a) until the aggregate amount of all Settled Claims of Buyer as Claimant pursuant to this Agreement (and any agreements executed in connection herewith or delivered pursuant hereto) and the Group II-V Asset Purchase Agreement (and any agreements executed in connection therewith or delivered pursuant thereto) exceeds Five Hundred Thousand Dollars ($500,000) in the aggregate (the "Hurdle Amount"); provided, however, that such limitation shall not apply to claims made by Buyer with respect to indemnification pursuant to Section 10.2(a)(iv), (v), (vi), (vii) and (viii) and prorations and adjustments to the Estimated Purchase Price pursuant to Sections 2.5 and 6.13(b). Once the aggregate amount of all such Settled Claims exceeds the Hurdle Amount, Seller shall provide indemnification to Buyer in respect of all Settled Claims, whether occurring before or after such time. (2) Notwithstanding anything in this Agreement or applicable law to the contrary, in no event shall Seller's obligation for indemnification under this Agreement and the Group II-V Asset Purchase Agreement (and agreements executed in connection herewith or therewith or delivered pursuant hereto or thereto) in the aggregate for all such agreements, exceed $56,967,153, and Buyer waives, releases and shall have no recourse against Seller for amounts in excess of $56,967,153; provided, however, that such limitation shall not apply to claims made by Buyer pursuant to Section 10.2(a)(iv) and (viii). (ii) Buyer shall be entitled to indemnification only for those damages arising with respect to any claim as to which Buyer has given Seller written notice within the appropriate time period set forth in Section 10.1 hereof for such claim. (iii) All of Buyer's damages sought to be recovered under Section 10.2(a) hereof shall be net of (i) any insurance proceeds received by Buyer as Claimant, with respect to events giving rise to such damages, and (ii) tax benefits finally received by or accruing to Buyer in connection with such events. (iv) Following the Closing, the sole and exclusive remedy for Buyer for any claim arising out of a breach of any representation, warranty, covenant or other agreement herein or otherwise arising out of or in connection with the transactions contemplated by this Agreement (and agreements executed in connection herewith or delivered pursuant hereto) or the operations of the Businesses, other than in respect of claims arising in connection with the WHNZ Option Agreement, the WYCL Option Agreement, the Services Agreements and the TSAs, whether such claim is framed in tort, contract or otherwise, shall be a claim for indemnification pursuant to this Section 10. (v) Anything in this Agreement or any applicable law to the contrary notwithstanding, it is understood and agreed by Buyer that, other than with respect to Seller (but not including any shareholder, director, officer, employee, agent or Affiliate of Seller) as expressly provided for in Section 10.2(a) and this Section 10.2(b), no shareholder, director, officer, employee, agent or Affiliate of Seller shall have (i) any personal liability to Buyer as a result of the breach of any representation, warranty, covenant or obligation agreement of Seller contained herein or otherwise arising out of or in connection with the transactions contemplated hereby or the operations of the Businesses or (ii) any personal obligation to indemnify Buyer for any of Buyer's claims pursuant to Section 10.2(a) and Buyer waives and releases and shall have no recourse against any of such parties described in this AgreementSection 10.2(b)(v) as a result of the breach of any representation, (c) the failure warranty, covenant or agreement of Seller contained herein or any Retained Subsidiary to discharge any Excluded Liability, (d) Taxes otherwise arising out of or in connection with the transactions contemplated hereby or the operations of the Selling PersonsBusinesses; provided, Genzyme Genetic Counselinghowever, that the foregoing shall not affect the liability and G-Path for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware obligations of any event that would reasonably be expected to, or does, give rise of the parties to an Indemnification Claim hereunderthe Clear Channel Loan Agreement and the Guaranty delivered to Buyer pursuant to Section 6.10(a)(i)(6) of the Group II-V Asset Purchase Agreement thereunder.

Indemnification by Seller. From and after the Closing, Seller shall indemnify Buyer and each of its officers, directors, employees, Affiliates, successors and assigns (collectively, the “Buyer Parties”) against and hold them harmless Purchaser and its Affiliates (the “Purchaser Indemnitees”) from and against any and all Damages which Losses suffered or incurred by any Purchaser Indemnitee may incur or suffer such indemnified party to the extent proximately caused by (aarising from i) the any breach of, or inaccuracy in, of any representation or warranty made by of Seller contained in this Agreement, (bAgreement without giving effect to any notices or supplements pursuant to Section 11(h); ii) the any breach of any covenant or obligation agreement of Seller contained in this Agreement, (c; or iii) the failure of Seller or any Retained Subsidiary to discharge any Excluded LiabilityLiabilities; provided, however, that Seller shall not have liability pursuant to clause (da)(i) Taxes above (breaches of representations and warranties) unless the aggregate of all Losses for which Seller would, but for this proviso, be liable exceeds on a cumulative basis $75,000 (in which event the full amount of Losses, not only the excess amount over $75,000, shall be subject to indemnity); provided further, however, that Seller’s liability hereunder shall in no event exceed $5,000,000, which amount shall be satisfied as set forth in Section 19(g). The Seller shall not be required to indemnify, defend or hold harmless any Buyer Party against or reimburse any Buyer Party for any Losses pursuant to Section 19(a)(i) with respect to any claim, unless such claim involves Losses in excess of $25,000 (nor shall such item be applied to or considered for purposes of calculating the aggregate amount of the Selling PersonsBuyer Parties’ Losses for purposes of the immediately preceding sentence). Buyer further acknowledges and agrees that, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before should the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor occur, the Buyer Parties’ sole and exclusive remedy with respect toto any and all claims relating to this Agreement, the Assets and the transactions contemplated hereby (other than fraud) shall be pursuant to the indemnification provisions set forth in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(bthis Section 19(a) and 11.9. Purchaser will takehereby waives, from and will cause after the Closing, to the fullest extent permitted under Applicable Law, any and all other Purchaser Indemnitees to takerights, all commercially reasonable steps to mitigate any Damages upon becoming aware claims and causes of any event that would reasonably be expected toaction (other than claims of, or doescauses of action arising from, give rise fraud) it may have against Seller and its affiliates arising under or based upon any federal, state, local or foreign statute, law ordinance, rule or regulation or otherwise relating to an Indemnification Claim hereunder.this Agreement, the Assets and the transactions contemplated hereby. b.

Indemnification by Seller. From and after the ClosingClosing (but subject to the provisions of this Section 10), Seller shall indemnify and hold harmless Purchaser Buyer and its Affiliates and each of their respective officers, directors, and employees (the “Purchaser IndemniteesBuyer Indemnified Parties”) and hold each of them harmless from any out-of-pocket loss, liability, damage or expense (including reasonable legal fees and against expenses) (“Losses”) suffered or incurred by any and all Damages which any Purchaser Indemnitee may incur or suffer of the Buyer Indemnified Parties to the extent proximately caused by resulting from (ai) the any breach of, or inaccuracy in, of any representation or warranty made by Seller in this Agreement, (b) the breach of any covenant or obligation of Seller contained in this AgreementAgreement or any Ancillary Agreement executed and delivered by Seller (excluding the Noncompetition Agreement executed and delivered by Seller), (cii) any breach of any covenant of Seller contained in this Agreement or any Ancillary Agreement executed and delivered by Seller (excluding the failure Noncompetition Agreement executed and delivered by Seller) or (iii) any Excluded Liability; provided that Seller shall not have any liability under this Section 10 for any breach of any representation or warranty contained in this Agreement or any Ancillary Agreement executed and delivered by Seller or any Retained Subsidiary covenant of Seller contained in this Agreement to discharge be performed at or prior to the Closing, and no claims by any of the Buyer Indemnified Parties shall be so asserted, unless and until the aggregate amount of Losses for which Seller would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $4,875,000, and then only to the extent of any such excess; provided further that Seller shall not have any liability under this Section 10 for any breach of any representation or warranty contained in this Agreement or any Ancillary Agreement executed and delivered by Seller or any covenant of Seller contained in this Agreement to be performed at or prior to the Closing, and no claims by the Buyer Indemnified Parties shall be so asserted, for any individual item where the Loss relating to such claim (or series of related claims arising from the same or substantially similar facts or circumstances) is less than $30,000, and such items shall be disregarded for purposes of the first proviso to this Section 10(a); and provided further that Seller’s aggregate liability under this Section 10(a) for any breach of any representation or warranty in this Agreement or any Ancillary Agreement executed and delivered by Seller or any covenant of Seller contained in this Agreement to be performed at or prior to the Closing, shall in no event exceed $32,500,000. Buyer agrees that in the event of any breach giving rise to an indemnification obligation of Seller hereunder, Buyer shall take and cause its Affiliates to take, or cooperate with Seller, if so requested by Seller, in order to take, all reasonable measures to mitigate the consequences of the related breach. Notwithstanding anything to the contrary contained in this Agreement, claims for (i) any breach of any covenant of Seller contained in this Agreement or any Ancillary Agreement executed and delivered by Seller to be performed after the Closing, (ii) any Excluded Liability, (d) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or (eiii) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect toto Section 5(a)(i) (Organization and Authority; No Conflicts), in each instance, a Pre-Closing Tax Period, subject, in each case Section 5(a)(ii) (Organization and Authority; No Conflicts) (but solely for the matters set forth therein with respect to the articles of (a) through (e) above, Sections 11.2.2(bincorporation or bylaws of Seller) and 11.9Section 12(l) (Brokerage) of this Agreement shall not be subject to the limitations set forth in this Section 10(a). Purchaser will takeFor purposes of determining the existence of a breach of a representation or warranty hereunder (except with respect to Section 5(d) (Financial Statements; Undisclosed Liabilities), the first two (2) sentences of Section 5(h) (Contracts), Section 5(j) (Material Adverse Effect) and will cause Section 5(r) (Customers; Suppliers)) or calculating the amount of Losses resulting from a breach of a representation or warranty hereunder (except with respect to Section 5(d) (Financial Statements; Undisclosed Liabilities), the first two (2) sentences of Section 5(h) (Contracts), Section 5(j) (Material Adverse Effect) and Section 5(r) (Customers; Suppliers)), references to “Material Adverse Effect” or “material” or other Purchaser Indemnitees materiality qualifications (or correlative terms), shall be disregarded (but with it being understood that, for purposes of determining whether a breach of a representation or warranty constitutes an intentional fraudulent misrepresentation, such references to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably “Material Adverse Effect” or “material” or other materiality qualifications (or correlative terms) shall not be expected to, or does, give rise to an Indemnification Claim hereunderdisregarded).

Indemnification by Seller. From Subject to the limitations set forth herein, Seller hereby agrees from and after the ClosingClosing Date to indemnify, Seller shall indemnify defend and hold harmless Purchaser Buyer and its Affiliates Parent (the “Purchaser "Buyer Indemnitees”") from and against any all demands, claims, complaints, actions or causes of action, suits, proceedings, investigations, arbitrations, assessments, losses, damages, liabilities, costs and all Damages which any Purchaser Indemnitee may incur expenses, including, but not limited to, interest, penalties and attorneys' fees and disbursements (collectively, "Losses"), asserted against, imposed upon or suffer to incurred by the extent proximately caused Buyer Indemnitees, directly or indirectly, by reason of or resulting from (a) the Excluded Liabilities and (b) any breach ofby the Seller of the covenants, or inaccuracy inrepresentations, any representation or warranty warranties made by Seller in this Agreement, (b) the breach . Notwithstanding any other provision of any covenant or obligation of Seller contained in this Agreement, (ci) any claim for indemnity or reimbursement under this Section 9.02 or Section 9.05 (except for Losses from Excluded Liabilities) must be made in writing within 18 months after Closing, and shall only be made after a Loss or Shared Environmental Cost (as defined below) has been actually realized or incurred or an event has occurred or a condition discovered that is reasonably likely to result in a Shared Environmental Cost or Loss, (ii) the failure of Seller or any Retained Subsidiary to discharge any Excluded Liability, (d) Taxes maximum aggregate liability of the Selling PersonsSeller under Sections 9.02, Genzyme Genetic Counseling9.05 and all other matters hereunder (other than Excluded Liabilities and the covenants set forth in Sections 2.01(a), 2.05, 5.04, 5.08, 5.10, 5.14 and 9.02 (the "Excluded Covenants") shall not exceed $7.2 million, and G-Path (iii) Seller shall only be liable for Losses, Shared Environmental Costs and all Pre-Closing Tax Periods or other matters hereunder (eother than Excluded Liabilities and the Excluded Covenants) any Taxes of an affiliatedto the extent that such Losses, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before Shared Environmental Costs and other matters (other than Excluded Liabilities and the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect toExcluded Covenants), in each instancethe aggregate, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderexceed $1 million.

Indemnification by Seller. From Subject to the limitations set forth in this Article X and Section 11.05, from and after the Closing, Seller shall indemnify and hold harmless Purchaser and its Affiliates and each of their respective Representatives (collectively, the “Purchaser Indemnitees”) from and against against, and compensate and reimburse them for, any and all Damages which Liabilities, losses, damages, fines, penalties, deficiencies, interest, awards, amounts paid in settlement, and reasonable and documented Third Party costs and expenses incurred in connection therewith, including reasonable Third Party legal fees and expenses paid or incurred in connection with any Proceeding or in connection with pursuing any insurance coverage (collectively, “Losses”), incurred by such Purchaser Indemnitee may incur or suffer Indemnitees, to the extent proximately caused by arising out of, relating to or resulting from, without duplication, any of the following: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement or the certificate required to be delivered pursuant to Section 3.02(a)(vi), as of the date hereof or as if such representation or warranty was made on and as of the Closing Date (except, in each case, to the extent that such representations and warranties speak only as of a particular date, in which case the inaccuracy in or breach ofof which will be determined as of such particular date, and except, in each case, to the extent such inaccuracy or inaccuracy inbreach results in a Loss arising from an Assumed Tax Liability); provided, however, that, in determining whether a breach of any representation or warranty made by Seller has occurred for purposes of this Section 10.01(a) or calculating the amount of Losses arising from any such breach, any and all references to materiality qualifications such as “Material Adverse Effect,” “material,” “materially” or “in this Agreement, all material respects” contained in any such representation or warranty shall be ignored for purposes of determining whether such representation or warranty is true and correct; (b) the any breach or non-fulfillment of any covenant or obligation agreement of Seller contained in this Agreement, including any breach or non-fulfillment of any covenant or agreement of Seller to cause the Divesting Entities to take or refrain from taking any action, or any failure of any Divesting Entity to take or refrain from taking any such action; or (c) the failure of Seller or any Retained Subsidiary to discharge any Excluded Asset or Retained Liability, (d) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunder.

Indemnification by Seller. From and after the Closing(i) Sxxxxx agrees to defend, Seller shall indemnify and hold harmless Purchaser the JWI Parties and its their Affiliates, and the managers, directors, officers and employees of the JWI Parties and their respective Affiliates (each a “Buyer Party” and collectively, the “Purchaser IndemniteesBuyer Parties”), from, against, and in respect of: (A) from and against any and all Damages which Losses suffered or incurred by a Buyer Party by reason of any Purchaser Indemnitee may incur breached or suffer to the extent proximately caused by (a) the breach of, or inaccuracy in, any untrue representation or warranty made by Seller in this Agreement, (b) the breach of any covenant or obligation of Seller contained in Article 4 of this Agreement; (B) any and all Losses suffered or incurred by a Buyer Party by reason of the breach of or non-compliance with any covenant or agreement by Seller contained in this Agreement or any ancillary agreements executed in connection with this Agreement; (C) any and all Losses suffered or incurred by a Buyer Party attributable to (1) any and all Taxes of Seller, (c2) without duplication, and subject to Section 2.4 (Transfer Taxes), any and all Taxes (or the failure non-payment thereof) imposed on Buyer with respect to the Purchased Assets, and (3) any and all withholding, payroll, social security, unemployment or similar Taxes attributable to any payments made by Seller that are contingent upon or payable as a result of the transactions contemplated by this Agreement; (D) any and all Losses suffered or incurred by a Buyer Party by reason of any Excluded Liabilities or Excluded Assets or Taxes which are the responsibility of Seller pursuant to Section 9.2; (E) any and all Losses suffered or incurred by a Buyer Party by reason of any Third-Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date, except to the extent indemnified by Buyer as set forth in Section 9.1(c)(iv) below; and (F) any and all Losses suffered or incurred by a Buyer Party by reason of fraud by Sxxxxx. (ii) Owners agree to defend, indemnify and hold harmless the Buyer Parties from, against, and in respect of: (A) any and all Losses suffered or incurred by a Buyer Party by reason of any breached or untrue representation or warranty of Owners contained in Article 4 of this Agreement; (B) any and all Losses suffered or incurred by a Buyer Party by reason of the breach of or non-compliance with any covenant or agreement by Owners contained in this Agreement or any Retained Subsidiary ancillary agreements executed in connection with this Agreement; and (C) Transfer Taxes which are the responsibility of Seller pursuant to discharge any Excluded Liability, Section 2.4 or 9.2; (d) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or (eD) any Taxes and all Losses suffered or incurred by a Buyer Party by reason of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderfraud by Transferors.

Indemnification by Seller. From (i) To the extent set forth in this Section 10(a), from and after the Closing, Seller shall indemnify agrees to indemnify, defend and hold harmless Purchaser Buyer and its Affiliates (including the Acquired Companies) and their respective officers, directors, employees, stockholders, successors and assigns (collectively, the “Purchaser Buyer Indemnitees”) from against and against any in respect of all losses, damages, judgments, settlements, fines, liabilities, costs and all Damages which any Purchaser Indemnitee may incur or suffer expenses (including (x) interest and penalties, (y) reasonable attorneys’ fees and expenses actually incurred in connection therewith, and (z) incidental, consequential and special damages, but only to the extent proximately caused by such damages are reasonably foreseeable, but excluding any punitive damages (abut including any punitive damages that are paid to a third party in connection with a Third-Party Claim in accordance with this Agreement)) the breach (collectively, “Losses”) that any Buyer Indemnitee suffers or incurs as a result of, arising out of or inaccuracy in, based upon: (A) any representation breach of any of the representations or warranty made by warranties of Seller set forth in this Agreement, any other Transaction Document or any certificate delivered in connection with the Closing; or (bB) the any breach or non-fulfillment of any covenant of the covenants or obligation agreements of Seller contained set forth in this Agreement, (c) the failure of Seller Agreement or any Retained Subsidiary to discharge other Transaction Document; (C) all Taxes (or the non-payment thereof) of any Excluded Liability, (d) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path Acquired Company for all Pre-Closing Tax Periods periods or (e) any Taxes portions of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member Tax periods ending on or before September 30, 2016 (except to the extent that such Taxes have been accrued on the Most Recent Interim Financial Statements); (D) any penalties or interest owed on or with respect to any unpaid Taxes of any Acquired Company for any period ending prior to the Closing Date (other than penalties or imposed interest resulting from a Buyer objection to a Tax Return prepared by Seller pursuant to Section 9(a) or 9(b)); (E) any Indebtedness of the Acquired Companies at Closing or any Transaction Expenses of the Acquired Companies not taken into account at the Closing pursuant to Section 2(b); or (F) any of the matters set forth on Genzyme Genetic Counseling Section 4(o) of the Seller Disclosure Letter for any Losses which are in the aggregate in excess of the amount of the reserves and accruals set forth on Section 4(o) of the Seller Disclosure Letter for such matters; provided, however, that if after final conclusion of each of those matters, the aggregate amount of Losses is less than the amount of such reserves and accruals, then Buyer shall cause the Acquired Companies to promptly pay Seller for the difference in such amount. Notwithstanding anything herein to the contrary, if all of the matters set forth on Section 4(o) of the Seller Disclosure Letter are settled or G-Path otherwise resolved prior to Closing, the Purchase Price shall be increased or decreased, as a transferee applicable, to the extent that the aggregate amount of Losses is less than or successor with respect togreater than the amount of the applicable reserves and accruals set forth on Section 4(o) of the Seller Disclosure Letter, in each instance, a Pre-Closing Tax Period, subject, in each which case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate neither Party shall have any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderfurther obligations under Section 10(a)(i)(F).

Indemnification by Seller. From and after the Closing, (a) Seller shall hereby agrees to indemnify and hold harmless Purchaser and its Affiliates affiliates and their respective officers, directors, shareholders, members, managers, agents, employees, successors, and assigns (the “"Purchaser Indemnitees”Indemnified Parties") from and against any and all Damages which any Purchaser Indemnitee may incur or suffer liabilities, losses, claims, costs, and damages ("Loss") and reasonable attorneys' and accountants' fees and expenses, court costs, and all other reasonable out-of-pocket expenses, including reasonable expenses of investigation, but excluding loss of profits, other consequential damages, and punitive damages (except to the extent proximately caused by (a) the breach ofsame are included in a third party judgment against the indemnified party or a final action, order, decree, or judgment of a Governmental Authority) ("Expense") suffered or incurred by it and arising from: (i) any breach by Seller of any warranty or the inaccuracy in, of any representation or warranty made by Seller in this Agreement, (b) the breach of any covenant or obligation of Seller contained in this Agreement (including any Schedule or Exhibit hereto) or in any agreement or instrument executed and delivered by Seller at Closing pursuant to the terms of this Agreement, ; (cii) any breach by Seller of any of its obligations or covenants contained in this agreement or in any agreement or instrument executed and delivered by Seller at Closing pursuant to the terms of this Agreement (including any Schedule or Exhibit hereto); (iii) the failure Excluded Liabilities; and (iv) any non-compliance by Seller with respect to any applicable bulk sales laws. (b) Seller shall be required to indemnify and hold the Purchaser Indemnified Parties harmless under SECTION 6.1(a)(i) with respect to Loss and Expense only to the extent that the aggregate amount of such Loss and Expense exceeds $250,000 (the "Threshold Limitation"), in which event such indemnification shall be effective only for Loss and Expense in excess of such initial $250,000; and (y) the aggregate liability of Seller or any Retained Subsidiary to discharge any Excluded Liability, (d) Taxes of the Selling Persons, Genzyme Genetic Counseling, for Loss and G-Path for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor Expense with respect toto the indemnification described in SECTION 6.1(a)(i) shall not exceed, on an aggregate basis, the Purchase Price (the "Amount Limitation"); provided, however, that: (i) The Threshold Limitation shall not apply to the indemnification described in each instanceSECTION 6.1(a)(i) with respect to the representations and warranties of Seller under SECTIONS 2.1.1 (Corporate Status), a Pre-Closing 2.1.8 (Tax PeriodMatters), subject2.1.10 (Environmental), 2.1.11 (Brokers, Finders) or to those representations and warranties of Seller in each case ARTICLE 2 regarding title to and any Liens against the Assets; and (ii) The Amount Limitation shall not apply to the indemnification described in SECTION 6.1(a)(i) with respect to the representations and warranties of Seller under SECTIONS 2.1.1 (aCorporate Status), 2.1.8 (Tax Matters), 2.1.10 (Environmental), 2.1.11 (Brokers, Finders) through (e) above, Sections 11.2.2(b) or to those representations and 11.9. Purchaser will take, warranties of Seller in ARTICLE 2 regarding title to and will cause any Liens against the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderAssets.

Indemnification by Seller. From (a) Seller hereby agrees that, from and after the Closing[*], Seller it shall indemnify indemnify, defend and hold harmless Purchaser Buyer and its Affiliates directors, officers and employees (other than the Employees), each in their capacity as such (the “Purchaser IndemniteesBuyer Indemnified Parties” and, collectively with the Seller Indemnified Parties, the “Indemnified Parties”), from, against and in respect of any damages, losses, payments, liabilities, charges, claims, demands, actions, suits, proceedings, judgments, settlements, assessments, deficiencies, taxes, interest, penalties, and costs and expenses (including reasonable accountants’ and attorneys’ fees, and reasonable out-of-pocket disbursements) (collectively, “Losses”) from and against imposed on, sustained, incurred or suffered by, any and all Damages which any Purchaser Indemnitee may incur or suffer to of the extent proximately caused by (a) Buyer Indemnified Parties, whether in respect of third-party claims, claims between the breach ofParties, or inaccuracy inotherwise, directly or indirectly relating to, arising out of or resulting from (i) subject to Section 7.2(b), any breach of any representation or warranty made by Seller contained in this AgreementAgreement for the period such representation or warranty survives, (bii) the any breach of any covenant or obligation agreement of Seller contained in this AgreementAgreement for the period such covenant or agreement survives, and (ciii) any of the Excluded Liabilities. (b) Seller shall not be liable to the Buyer Indemnified Parties for any individual Loss with respect to the matters contained in Section 7.2(a)(i) unless (i) such individual Loss exceeds the Individual Loss Limit and (ii) the failure aggregate amount of Seller or any Retained Subsidiary to discharge any Excluded Liability, (d) Taxes all such individual Losses in excess of the Selling Persons, Genzyme Genetic CounselingIndividual Loss Limit exceeds the Aggregate Loss Limit, and G-Path then only for all Pre-Closing Tax Periods or (e) any Taxes such Losses in excess of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise Aggregate Loss Limit up to an Indemnification Claim hereunderaggregate amount equal to [*]% of the Purchase Price.

Indemnification by Seller. From (a) Subject to the terms, conditions and after the Closinglimitations of this Article VIII, Seller shall indemnify agrees to indemnify, defend and hold harmless Purchaser Buyer Indemnified Parties from, against, and its Affiliates (shall compensate and reimburse each Buyer Indemnified Party, in the “Purchaser Indemnitees”) from manner described in this Article VIII, for and against in respect of any and all Damages which losses, claims, damages, liabilities, reasonable out-of-pocket costs and expenses, including reasonable legal fees and expenses (“Losses”) asserted against, relating to, imposed upon or incurred by any Purchaser Indemnitee may incur Buyer Indemnified Party by reason of, resulting from, based upon or suffer to the extent proximately caused by arising out of, whether directly or indirectly, (ai) the breach of, or inaccuracy in, of any representation or warranty of Seller contained in or made pursuant to this Agreement or any certificate delivered by Seller in connection with this Agreement, (bii) the breach of any covenant or obligation of Seller set forth in this Agreement, (iii) any liability of Seller other than the Assumed Liabilities, or (iv) any Proceeding relating to any breach, alleged breach, liability or matter of the type referred to above (including any Proceeding commenced by any Buyer Indemnified Party for the purpose of enforcing any of its rights under this Article VIII) (collectively, “Buyer Indemnifiable Losses”). (b) Notwithstanding anything to the contrary contained in this Agreement, no claim for Losses shall be made by Buyer under Section 8.2(a)(i): (i) unless Seller receives a Claim Notice during the Indemnification Period, (ii) unless the aggregate of such Losses shall exceed one hundred thousand dollars ($100,000) (at which point Seller shall become liable for the aggregate Losses, and not just amounts in excess of one hundred thousand dollars ($100,000)), and (iii) for any Losses suffered, incurred or sustained by any Buyer Indemnified Party or to which any of them becomes subject to the extent such Losses arise from or were caused by Buyer’s breach of any covenant or obligation of Buyer set forth in this Agreement. (c) Notwithstanding anything to the failure contrary contained in this Article VIII, the aggregate liability of Seller or hereunder for any Retained Subsidiary to discharge any Excluded Liability, (d) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware breaches of any event that would reasonably be expected to, representation or does, give rise to an Indemnification Claim hereunderwarranty under Article III hereof shall not exceed two million dollars ($2,000,000).

Indemnification by Seller. From Subject to Section 8.4, from and after the ClosingClosing Date, Seller shall indemnify and hold harmless Purchaser and its Affiliates (including, after the Closing Date, the Company) and their respective directors, officers, employees, successors and assigns (each, a “Purchaser IndemniteesIndemnified Party”) from and against any and all Damages which any Purchaser Indemnitee may incur Losses actually imposed on or suffer to the extent proximately caused suffered or incurred by them, in connection with, arising out of or resulting from (a) the breach of, or inaccuracy in, a failure of any representation or warranty made by Seller or the Company in this AgreementAgreement to be true and correct on and as of the Closing Date (and, except with respect to Section 3.6 and Section 3.7(b)) in each case disregarding, for all purposes of this Article VIII, any “material,” “Company Material Adverse Effect,” “Seller Material Adverse Effect,” or similar qualifications contained therein), (b) the any breach of any covenant or obligation agreement of Seller contained in or, prior to the Closing, the Company, under this Agreement, (c) the failure of Seller or any Retained Subsidiary to discharge any Excluded Liability, (d) all Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path Acquired Companies for all Pre-Closing Tax Periods or and the pre-Closing portion of any Straddle Period (as determined under Section 5.13(c)), (d) any Transfer Taxes for which Seller is liable pursuant to Section 5.13(a), (e) any Taxes Seller Withholding Liabilities, (f) the Actions set forth on Schedule 8.2(f) of the Seller Disclosure Schedules; provided, that, the maximum amount of Losses that may be recovered from Seller for any amounts due under this Section 8.2(f) shall be an affiliatedamount equal to Brazilian Reais 7.5 million, combined(g) the Actions set forth on Schedule 8.2(g) of the Seller Disclosure Schedules; provided, consolidated or unitary group that, the maximum amount of which Genzyme Genetic Counseling or G-Path is or was a member Losses that may be recovered from Seller for any amounts due under this Section 8.2(g) shall be an amount equal to ten (10%) of the Purchase Price, (h) the matters set forth on or before Schedule 8.2(h) of the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect toSeller Disclosure Schedules, in each instanceand (i) the Restructuring Transactions and the Additional Restructuring Transactions (which, a Pre-Closing Tax Period, subjectfor the avoidance of doubt, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause exclude the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderTransaction).

Indemnification by Seller. From and after the Closing(a) Subject to Section 8.1 hereof, Seller shall indemnify and hold harmless Purchaser Buyer and its Affiliates employees, officers, directors and agents (collectively, the “Purchaser Indemnitees”"Buyer Indemnified Parties") harmless from and against against, and agree promptly to defend any Buyer Indemnified Party from and reimburse any Buyer Indemnified Party for, any and all Damages Losses which any Purchaser Indemnitee Buyer Indemnified Party may incur at any time suffer or suffer to the extent proximately caused by (a) the breach ofincur, or become subject to, as a result of or in connection with: (i) any breach or inaccuracy inas of the date of this Agreement or the Closing Date of any of the representations, any representation warranties or warranty covenants made by the Company, the LLC, or Seller in or pursuant to this Agreement, or in any instrument or certificate delivered by the Company, the LLC, or Seller at the Closing in accordance herewith (b) it being understood and agreed that, notwithstanding anything to the breach of any covenant or obligation of Seller contrary contained in this Agreement, to determine if there had been an inaccuracy or breach of a representation, warranty or covenant of the Company, the LLC, or Seller and the Losses arising from such inaccuracy or breach, such representation, warranty or covenant shall be read as if it were not qualified by materiality, including, without limitation, qualifications indicating accuracy in all material respects, or accuracy except to the extent the inaccuracy will not have a Material Adverse Effect); provided, however, that Seller and Clarx xxxll have no liability for Taxes relating to (a) taxable periods of the Company commencing on or after the Closing Date, including, without limitation, the Company's "C short year" (within the meaning of Section 1362(e)(1)(B) of the Code and the corresponding provisions of state and local law), (b) taxable periods of the LLC commencing after the Closing Date, including without limitation, the taxable period of the LLC beginning on the day following the Closing Date, and (c) further in the case of the LLC, Taxes attributable to operations of the LLC on the Closing Date by Buyer following the Closing; (ii) any failure by the Company, the LLC, or Seller to carry out, perform, satisfy and discharge any of its or his covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the other Transaction Documents delivered by the Company, the LLC, or Seller pursuant to this Agreement; and (iii) any failure by the Company, the LLC or Seller prior to the Closing Date to comply with the WARN Act with respect to any employee of either the Company or the LLC. (b) Notwithstanding any other provision herein to the contrary, (i) Seller shall not be required to indemnify and hold harmless any Buyer Indemnified Party pursuant to Section 8.2(a)(i), unless the applicable Buyer Indemnified Party has asserted a claim with respect to such matters within the applicable survival period set forth in Section 8.1 hereof and (ii) Seller shall not be required, pursuant to Section 8.2(a)(i), to indemnify and hold harmless any Buyer Indemnified Party until the aggregate amount of Buyer Indemnified Parties' Losses under Section 8.2(a)(i) exceeds $25,000 (the "Basket Amount"), after which Seller shall be obligated for all Losses of Buyer Indemnified Parties in excess of the Basket Amount up to an aggregate amount of $3,000,000; provided, however, that such $3,000,000 limitation shall not be applicable to Losses of Buyer Indemnified Parties resulting from intentional or fraudulent misrepresentations of the Company, the LLC, Seller or Clarx. (c) Further notwithstanding any Retained Subsidiary other provision herein to discharge the contrary, Buyer shall be entitled to offset any Excluded Liability, Losses of Buyer Indemnified Parties under Section 8.2(a)(i) against amounts owing and unpaid to Seller under this Agreement without regard to the $3,000,000 limitation contained in Section 8.2(b). (d) Taxes Notwithstanding anything to the contrary contained herein, for purposes of computing any liability of Seller for indemnification under this Article 8, the parties shall first submit any prospective claims for indemnification to insurers under any applicable insurance policies (including title insurance policies) of the Selling Persons, Genzyme Genetic CounselingCompany and/or Buyer, and G-Path for all Preany Losses suffered by Buyer shall be offset by any insurance recovery to the extent received under (i) any policies of the Company owned (or paid for) at or prior to Closing, and (ii) any pre-Closing Tax Periods or post-Closing policies of Buyer or any policies of the Company procured after the Closing, but (ein the case of any policies of the type specified in this clause (ii)) net of (x) an allocable portion of the premiums paid on such policies and (y) any Taxes of an affiliated, combined, consolidated increase in premiums that Buyer or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path Company may incur as a transferee result of the claim; provided, however, that Buyer need not submit any claim under any of its policies or successor with respect toany post-Closing policies of the Company if in the reasonable judgment of Buyer's Chief Executive Officer such claim would result in a termination of such policies. Buyer shall, in each instanceconnection with any claim for indemnity, a Pre-Closing Tax Period, subject, in each case of (ai) through (e) first seek recovery against any insurance policies as provided above, Sections 11.2.2(bsubject to the limitations set forth above; (ii) second offset the claim against the Deferred Purchase Price; and 11.9. Purchaser will take(iii) seek recourse against Seller personally; provided, however, that if pursuant to a final arbitration award or judgment, Seller becomes liable to Buyer for an indemnifiable claim, and will cause insurance proceeds are insufficient to satisfy such claim, then Buyer may immediately pursue the other Purchaser Indemnitees balance against Seller personally, subject to take, all commercially reasonable steps to mitigate any Damages upon becoming aware limitations set forth in paragraph (b) of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderthis Section 8.2.

Indemnification by Seller. From and after the Closing, Seller shall defend, indemnify and hold harmless Purchaser Buyer and its officers, directors, shareholders, partners, members, employees, representatives, agents, attorneys, licensees, Affiliates and assigns (the “Purchaser IndemniteesIndemnified Buyers”) harmless from and against any and all Damages claims, demands, actions or causes of action, assessments, judgments, awards, fines, sanctions, charges, damages, liabilities, losses, costs, interest, penalties, Tax and amounts paid in settlement and expenses (including, without limitation, reasonable costs, fees and expenses of attorneys, experts, accountants, appraisers, consultants, witnesses, investigators and any other agents or representatives of Buyer) (“Losses”) which may be incurred or suffered by the Indemnified Buyers or any Purchaser Indemnitee may incur of them, arising out of or suffer relating to the extent proximately caused by (a) the any breach of, or inaccuracy in, of any representation or warranty made by Seller or the Company in this Agreement; (b) any failure on the part of Seller to perform any covenant or agreement in this Agreement, (b) or on the breach part of any covenant the Company with respect to covenants required to be performed prior to the Closing; or obligation of Seller contained in this Agreement, (c) the failure of Seller or any Retained Subsidiary Liabilities (each, a “Seller’s Indemnification Claim”). Save in the case of fraud, including, without limitation, fraudulent concealment by Seller, in no event shall Seller have any liability with respect to discharge any Excluded Liabilityindemnification pursuant to Section 9.1(a) (except in the case of any breach of Section 4.3 (No Undisclosed Liabilities), Section 4.10 (dTaxes) Taxes or Section 4.19 (Ownership by the Company; No Inconsistent Actions)) until the total dollar amount of all such indemnification obligations that would otherwise be identifiable pursuant to such Section 9.1(a) (other than Losses arising from breaches of the Selling Personsrepresentations and warranties set forth in Section 4.3 (No Undisclosed Liabilities), Genzyme Genetic CounselingSection 4.10 (Taxes) or Section 4.19 (Ownership by the Company; No Inconsistent Actions)), and G-Path shall exceed $1,600,000, in which event Seller will be liable only for all Pre-Closing Tax Periods the amount in excess of $1,600,000; provided that (save in the case of fraud, including, without limitation, fraudulent concealment by Seller) in no event shall Seller’s aggregate liability in respect of Section 9.1(a) (except in the case of any breach of Section 4.3 (No Undisclosed Liabilities), Section 4.10 (Taxes) or Section 4.19 (eOwnership by the Company; No Inconsistent Actions)) any Taxes of an affiliatedexceed $25,000,000, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member provided that the foregoing limits on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor Seller’s liability shall not apply with respect toto Losses arising from breaches of the representations and warranties set forth in Section 4.3 (No Undisclosed Liabilities), in each instance, a Pre-Closing Tax Period, subject, in each case of Section 4.10 (aTaxes) through or Section 4.19 (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause Ownership by the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderCompany; No Inconsistent Actions).

Indemnification by Seller. (a) From and after the Closing, Seller shall indemnify and hold harmless Purchaser and its Affiliates affiliates and each of their respective officers, directors, employees, stockholders, agents, and representatives against, and hold them harmless from, any loss, liability, claim, damage, or expense (the including reasonable legal fees and expenses) (“Purchaser IndemniteesLosses”) from and against any and all Damages which any Purchaser Indemnitee may incur or suffer ), as incurred (payable promptly upon written request), to the extent proximately caused by arising from: (ai) any breach as of the breach of, or inaccuracy in, Closing Date of any representation or warranty made by of Seller that survives the Closing and is contained in this AgreementAgreement or in any Ancillary Agreement (it being agreed and acknowledged by the parties that for purposes of Purchaser’s right to indemnification pursuant to this Section 8.01 the representations and warranties of Seller shall be deemed not qualified by any references therein to materiality generally or to whether or not any breach results or may result in a Seller Material Adverse Effect); (ii) actions necessary (as determined in Purchaser’s reasonable discretion) to protect the health and safety of Purchaser’s employees, agents, invitees and guests related to environmental conditions at the Premises existing as of the Closing, including without limitation any of the matters listed on Exhibit 8.01(a)(ii); 0000-0000-0000.8 (biii) the any breach of any covenant or obligation of Seller that survives the Closing and contained in this Agreement or in any Ancillary Agreement requiring performance after the Closing Date; (iv) any Excluded Liability; and (v) any fees, expenses or other payments incurred or owed by Seller to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Seller shall not be required to indemnify any person, and shall not have any liability under clauses (i), (ii) and (iii) of Section 8.01(a) in excess of the Escrowed Funds (it being understood that the funds held in the Escrow Account shall be the source of funding for any such indemnification claim), except that the limitation set forth in this Section 8.01(b) shall not apply to any claim for indemnification arising out of fraud or a breach of Section 3.01, 3.02, 3.03, 3.04 and 3.07 (collectively, the “Fundamental Representations”). The maximum aggregate liability for indemnification claims payable by Seller with respect to a breach of the Fundamental Representations shall be the Purchase Price. (c) Except as otherwise specifically provided in this Agreement or in any Ancillary Agreement, Purchaser acknowledges that its sole and exclusive remedy after the failure Closing with respect to any and all claims relating to this Agreement and the Ancillary Agreements, the Acquisition and the other transactions contemplated hereby and thereby, the Seller and its assets and liabilities (other than claims of, or causes of Seller or any Retained Subsidiary action arising from, fraud) shall be pursuant to discharge any Excluded Liability, (d) Taxes the indemnification provisions set forth in this Article VIII. In furtherance of the Selling Personsforegoing, Genzyme Genetic CounselingPurchaser hereby waives, from and G-Path for after the Closing, to the fullest extent permitted under applicable law, any and all Pre-Closing Tax Periods or rights, claims and causes of action (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected tothan claims of, or doescauses of action arising from, give rise fraud) for damages it may have against Seller arising under or based upon this Agreement, any Ancillary Agreement, any document or certificate delivered in connection herewith, any Applicable Law (including any relating to an Indemnification Claim hereunderenvironmental matters), common law or otherwise (except pursuant to the indemnification provisions set forth in this Section 8.01).

Indemnification by Seller. From and after After the Closing, and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may have, but subject to Section 10.5, Seller shall hereby agrees to indemnify and hold Buyer, its Affiliates, and their respective stockholders, officers, directors, employees and agents harmless Purchaser against and its Affiliates (with respect to, and shall reimburse Buyer, provided, however, that Seller will not have any obligation to indemnify the “Purchaser Indemnitees”) Buyer from and against any and all Damages which any Purchaser Indemnitee may incur or suffer of the following except to the extent proximately caused by the Buyer has suffered losses which, in the aggregate, exceed $25,000, for: (a) the breach ofany and all losses, expenses, liabilities, or inaccuracy indamages resulting from, arising out of or caused by any representation untrue representation, breach of warranty, or warranty made nonfulfillment of any covenant by Seller contained herein or in this Agreementany certificate, document, or instrument delivered to Buyer hereunder; (b) the breach of any covenant and all losses, liabilities, or damages resulting from any liability or obligation of Seller contained the Company in this Agreement, existence as of the Closing and not permitted by Section 2.2(a); (c) any and all losses, liabilities, or damages, contingent or otherwise, resulting from the failure of Seller operation or any Retained Subsidiary to discharge any Excluded Liability, (d) Taxes ownership of the Selling PersonsStation prior to the Closing Date, Genzyme Genetic Counselingincluding any liabilities arising under the Licenses or the Contracts identified in Schedule 2.2(a) which relate to events occurring prior to the Closing Date; (i) all Taxes imposed on or incurred by the Seller, and G-Path (ii) all Taxes imposed on or incurred by the Company for all Pre-taxable periods ending on or before the Closing Tax Periods or (e) any Date. Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was for a member taxable period that does not end on or before the Closing Date or imposed shall be allocated on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Predaily basis to the pre- and post-Closing Tax PeriodDate periods as if such taxable period consisted of two periods, subject, in each case of (a) through the first ending on the Closing Date and the second commencing on the day after the Closing Date. Seller shall be responsible for and shall indemnify the Buyer and the Company against Taxes allocated to the pre-Closing Date period; and (e) aboveany and all out-of-pocket costs and expenses, Sections 11.2.2(b) including reasonable legal fees and 11.9. Purchaser will takeexpenses, and will cause the other Purchaser Indemnitees incident to takeany action, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected tosuit, proceeding, claim, demand, assessment, or doesjudgment incident to the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, give rise to an Indemnification Claim hereunderor in enforcing this indemnity.

Indemnification by Seller. From and after the Closing11.2.1 Seller hereby agrees to defend, Seller shall indemnify and hold harmless Purchaser Buyer from, against and its Affiliates in respect to any Loss suffered or incurred by Buyer by reason of (the “Purchaser Indemnitees”i) from and against any and all Damages which any Purchaser Indemnitee may incur or suffer to the extent proximately caused by (a) the a breach of, or inaccuracy in, any representation or warranty made by Seller in this Agreement, (b) the breach of any covenant or obligation of Seller contained in this Agreement, (cii) the failure nonfulfillment of any covenant or agreement by Seller contained in this Agreement, (iii) subject to Sections11.2.2, 11.2.3 and 11.2.4, any and all Environmental Liabilities, (iv) any of Seller's liabilities of any kind or nature whatsoever, at any time existing or asserted, whether or not accrued, whether fixed, contingent or otherwise, whether known or unknown, and whether or not recorded on the books and records of Seller (except for the Assumed Liabilities), whether or any Retained Subsidiary to discharge any Excluded Liabilitynot covered by insurance, (dv) Taxes the operation of Seller's business, including, but not limited to, the Business, on or prior to the Closing Date, and (vi)all Proceedings incident to any of the Selling Personsforegoing. Except as provided below, Genzyme Genetic CounselingSeller shall be liable under clauses (i) though (v), and G-Path for all Pre-Closing Tax Periods or (e) inclusive, of the preceding sentence only to the extent that the aggregate amount of the Losses incurred by reason of the matters described in such clauses exceeds $350,000. 11.2.2 With respect to any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member claim made on or before the tenth anniversary of the Closing Date for indemnification for Environmental Liabilities relating to any of the conditions, circumstances, processes or imposed events described in the Radiological Survey of the AMAX Site, Parkersburg, West Virginia dated January 1995 (the "Oakridge Report Environmental Liabilities"), (i)the limitation set forth in the last sentence of Section 11. 2.1 on Genzyme Genetic Counseling the amount payable by Seller shall not apply, and Seller shall be liable to the extent that the aggregate amount of the Losses incurred by reason of Oakridge Report Environmental Liabilities exceeds $50,000, (ii)simultaneously with the payment by Seller to Buyer of the indemnification described above, Buyer shall at Seller's option and request either (A)assign to Seller any and all claims which Buyer has against any other party with respect to the Oakridge Report Environmental Liabilities for which the indemnification has been paid, or G-Path (B)enter into a "Xxxx Xxxxxx" or similar agreement wherein Buyer shall file suit against such other parties and Seller shall be equitably reimbursed for the indemnification paid by Seller from any recovery from such party, (iii)Seller shall agree to indemnify Buyer from and against any Loss suffered by Buyer as a transferee result of the prosecution of any claim or successor with respect to, action described in each instance, a Pre-Closing Tax Period, subject, in each case of clause (a) through (eii) above, Sections 11.2.2(b) including all reasonable legal fees and 11.9. Purchaser will takeexpenses, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware Loss suffered by Buyer as a result of any counterclaim against Buyer resulting therefrom to the extent that such counterclaim asserts matters indemnifiable under Section 11.2.1, (iv)the indemnification required by the immediately preceding clause (iii) shall be paid to Buyer as any such Loss is incurred, but in any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereundernot later than twelve months after Buyer has incurred any such Loss.

Indemnification by Seller. From (a) Subject to Sections 11.2(b) and 11.8, from and after the ClosingClosing Date, Seller shall indemnify and hold harmless Purchaser defend ADMA, Buyer, their respective Affiliates and its Affiliates each of their respective stockholders, Representatives, successors and permitted assigns (the collectively, “Purchaser Buyer Indemnitees”) from against, and against hold them harmless to the fullest extent permitted by Law from, any and all Damages which Losses sustained or incurred by any Purchaser Indemnitee may incur or suffer Buyer Indemnitee, to the extent proximately caused by arising from, in connection with or otherwise with respect to: (ai) the any breach of, or any inaccuracy in, as of the date hereof or as of the Closing Date (or if expressly stated to be made as of a specified date, as of such specified date) any representation or warranty made by of Seller (other than the Seller Fundamental Representations and the representations under Section 4.17 (other than in the case of intentional misrepresentation)) contained in this AgreementAgreement or any of the Other Agreements, or in any certificate delivered hereunder; (bii) any breach of, or any inaccuracy in, as of the date hereof or as of the Closing Date (or if expressly stated to be made as of a specified date, as of such specified date) a Seller Fundamental Representation; (iii) any breach of any covenant or obligation agreement of Seller or the Biotest Guarantors contained in this AgreementAgreement or any of the Other Agreements, or in any certificate delivered hereunder; and (iv) any Excluded Asset or Excluded Liability. (b) Seller shall have no indemnification obligations pursuant to Section 11.2(a)(i), unless and until the aggregate amount of Losses incurred or suffered by the Buyer Indemnitees that Seller would otherwise be responsible for under Section 11.2(a)(i) exceeds Seven Hundred and Fifty Thousand Dollars ($750,000) (the “Indemnification Threshold”), at which txxx Xxxxxx shall be obligated to indemnify the Buyer Indemnitees for only such Losses in excess of the Indemnification Threshold; provided, however, that the aggregate Liability of Seller for all Losses of the Buyer Indemnitees under Section 11.2(a)(i), (cii) and (iii) (but solely in the failure case of clause (iii) with respect to covenants which by their terms are to be fully performed prior to the Closing) shall not in any case exceed Twenty-Five Million Dollars ($25,000,000) (the “Cap”); provided, further, that Seller shall have no indemnification obligations under Section 11.2(a)(i) for any individual Loss (or series of related Losses) unless and until the amount of such Loss (or series of related Losses) exceeds Twenty-Five Thousand Dollars ($25,000) (the “Mini-Claim Deductible”), at which time all such Losses incurred by the Buyer Indemnitees shall be included for purposes of determining whether the Indemnification Threshold has been met. Nothing in this Agreement (including this Section 11.2) shall be deemed to limit or restrict any of the Buyer Indemnitees’ rights to maintain or recover any Losses at any time in connection with any Action based on fraud or willful misconduct of Seller or any Retained Subsidiary to discharge any Excluded Liability, (d) Taxes Affiliate of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderSeller.

Indemnification by Seller. From and after (a) Seller hereby indemnifies Buyer, its Affiliates and, effective upon the Closing, any Company or any Subsidiary, against and agrees to hold them harmless from any (i) Tax of Seller shall indemnify and hold harmless Purchaser and (or any predecessors), any of its Affiliates (the “Purchaser Indemnitees”) from and against or any and all Damages which any Purchaser Indemnitee may incur or suffer to the extent proximately caused by (a) the breach ofpredecessors), or inaccuracy in, any representation or warranty made by Seller in this Agreement, (b) the breach of any covenant or obligation of Seller contained in this Agreement, (c) the failure of Seller Company or any Retained Subsidiary relating to discharge any Excluded Liability, (d) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject(ii) any loss or damage actually incurred or suffered by Buyer or any of its Affiliates and, effective upon the Closing, any Company or any Subsidiary, arising out of a breach of any covenant or agreement made or to be performed by Seller pursuant to this Article 8 and (iii) liabilities, costs, 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 loss or damage described in clause (i) and (ii) above, including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax described in clause (i) above, in each case incurred or suffered by Buyer, any of its Affiliates or, effective upon the Closing, any Company, or any Subsidiary (the sum of (ai), (ii) through and (iii) being referred to as a “Loss”); provided, however, that Seller shall have no liability for the payment of any Loss attributable to or resulting from any action described in Section 8.03(b) hereof, including, but not limited to, an election made or deemed made by Buyer under Section 338 of the Code or any comparable provision of applicable law; provided, further, that Seller shall have no obligation to make any payment pursuant to this Section 8.06 if at the time the Loss is incurred or suffered by any Company or any Subsidiary, as the case may be, Buyer no longer owns, directly or indirectly, such Company or such Subsidiary, as the case may be; and provided, further, that Seller shall be obligated to make payments to Buyer pursuant to this Section 8.06 only to the extent that the cumulative amount that would otherwise be payable by Seller pursuant to this Section 8.06(a) (notwithstanding this proviso and the succeeding proviso) exceeds the aggregate amount of the provisions for Tax liabilities reflected in the Closing Statement and taken into account in the determination of Final Working Capital; and provided, further, that the amount of any Loss determined for purposes of this Section 8.06(a) shall be determined without regard to any Tax Asset of the Buyer or any of its Affiliates other than any Company or any Subsidiary attributable to a Pre-Closing Tax Period; and provided, further, that Seller shall not be obligated to make any payment to Buyer pursuant to this Section 8.06(a) in respect of a Loss arising from any adjustment to Taxes if the amount of such individual adjustment is less than or equal to $50,000. (b) For purposes of this Section 8.06, in the case of any 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, 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, be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits, reliefs and rights to repayment of Tax 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 effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Companies and the Subsidiaries. (c) If Seller’s indemnification obligation under this Section 8.06 arises in respect of an adjustment which makes allowable to Buyer, any of its Affiliates or, effective upon the Closing, any Company or any Subsidiary any deduction, amortization, exclusion from income or other allowance (a “Tax Benefit”) which would not, but for such adjustment, be allowable, then any payment by Seller to Buyer shall be an amount equal to (x) the amount otherwise due but for this subsection (c), minus (y) the present value of the Tax Benefit multiplied by the maximum federal, state or other 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. (d) Any payment by Seller pursuant to this Section 8.06 shall be made not later than 30 days after receipt by Seller of written notice from Buyer stating that any Loss has been paid by Buyer, any of its Affiliates or, effective upon the Closing, any Company or any Subsidiary and the amount thereof and of the indemnity payment requested. (e) aboveIf any audit, Sections 11.2.2(bclaim, action, demand, litigation or proceeding (including any Tax audit) and 11.9. Purchaser will takewith respect of Taxes (a “Tax Claim”) in respect of which indemnity may be sought pursuant to this Section 8.06 is commenced or asserted in writing against Buyer, any of its Affiliates or, effective upon the Closing, any Company or any Subsidiary, Buyer shall notify Seller of such Tax Claim promptly, and will cause 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 8.06 by paying to Buyer the other Purchaser Indemnitees amount payable pursuant to takethis Section 8.06, calculated on the date of such payment. Whether or not any party hereto chooses to defend or prosecute any Tax Claim pursuant to this Section 8.06(e), all commercially reasonable steps of the parties hereto shall cooperate in the defense or prosecution thereof. With respect to mitigate any Damages Tax Claim relating to a Pre-Closing Tax Period, Seller may, at its own expense, participate in and, upon becoming aware notice to Buyer, assume the defense of such Tax Claim; provided, however, Seller shall not, without Buyer’s consent (which shall not be unreasonably withheld, delayed or conditioned), agree to any event that would reasonably settlement with respect to any Tax Claim if such settlement could adversely affect the Tax liability of Buyer, any of its Affiliates or, upon the Closing, the Company or any Subsidiary. If Seller assumes such defense, Seller shall have the sole discretion as to the conduct of such defense and Buyer shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Seller. With respect to any Tax Claim relating to a tax period beginning prior to the Closing Date and ending after the Closing Date, Seller may, at its own expense, participate in and, upon notice to Buyer, assume joint control with the Buyer of the defense of such Tax Claim. (f) Seller shall not be expected toliable under this Section 8.06 for (i) any Tax the payment of which was made without Seller’s prior written consent, which consent shall not be unreasonably withheld, or doesdelayed or conditioned, give rise or (ii) any settlements effected without the consent of Seller, which consent shall not be unreasonably withheld, or delayed or conditioned, or resulting from any claim, suit, action, litigation or proceeding with respect to an Indemnification Claim hereunderwhich Seller was not notified pursuant to Section 8.06(e).

Indemnification by Seller. From (a) Subject to Section 12.2(b) and after the Closing12.9, Seller shall indemnify and hold harmless Purchaser Madden, each of the Companies, and its Affiliates each of their respective stockholders, directors, officers, employees, agents and representatives, and the successors and assigns of each of the foregoing (collectively, the “Purchaser IndemniteesMadden Indemnified Parties”) from and against any and all Damages which any Purchaser Indemnitee may incur Losses incurred or suffer to the extent proximately caused suffered by such Person as a result of or arising from, without duplication: (ai) the a breach of, by Seller or an inaccuracy in, of any representation or warranty made by Seller in this Agreement, the Earn-Out Agreement or any schedule or certificate delivered pursuant hereto or thereto (in each case, as of the Closing Date, except to the extent such representations and warranties shall have been expressly made as of an earlier date, in which case as of such date); and (ii) a failure by Seller to perform or comply with any covenant or agreement on the part of Seller contained herein or in the Earn-Out Agreement. Any amount paid pursuant to this Section 12.2(a) shall be paid to Madden or, at Madden’s election, to a Company or the Companies and shall be the amount required to put Madden or the Companies, as the case may be, in the position it or they would have been in had such representation, warranty, covenant or agreement not been breached; provided, however, that in no event will Seller be liable for consequential, special, indirect, exemplary or punitive damages on account of any indemnification obligation hereunder. (b) Notwithstanding Section 12.2(a): (i) Seller shall not have any obligation to indemnify the Madden Indemnified Parties from and against any Loss under clause (i) of Section 12.2(a) until the Madden Indemnified Parties have suffered aggregate Losses, by reason of all such breaches, in excess of one hundred and fifty thousand dollars ($150,000), in which event Seller shall indemnify the Madden Indemnified Parties with respect to the total amount of all Losses (subject to the limitations set forth in this Agreement); provided, that such threshold shall not apply to any Loss as a result of, arising from or in connection with a breach by Seller of a representation or warranty contained in Sections 4.1, 4.2, 4.3, 4.6, 4.20 or 4.23; and (ii) Seller shall not have any covenant obligation to indemnify the Madden Indemnified Parties from and against any Loss under clause (i) of Section 12.2(a) to the extent the aggregate Losses the Indemnified Parties have suffered by reason of all such breaches exceed eight million dollars ($8,000,000); provided that such aggregate limit shall not apply to any Loss as a result of, arising from or obligation in connection with a breach by Seller of Seller a representation or warranty contained in Sections 4.1, 4.2, 4.3, 4.6, 4.20 or 4.23. (c) Notwithstanding anything to the contrary contained in Section 12.2(b) or anywhere else in this Agreement, (c) Seller shall indemnify and hold harmless the failure Madden Indemnified Parties, without limitation, from and against any and all Losses incurred or suffered by such Person after the Closing Date as a result of Seller or arising from any Retained Subsidiary to discharge fraudulent act or willful or intentional misconduct by any Excluded Liability, (d) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before Companies prior to the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderby Seller.

Indemnification by Seller. From Subject to Section 10.5, from and after the ClosingClosing Date, Seller shall indemnify and hold harmless Purchaser and its Affiliates Affiliates, each of their respective directors, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Purchaser IndemniteesIndemnified Parties”) from and against any and all Damages which any Purchaser Indemnitee may incur or suffer Losses to the extent proximately caused by resulting from or arising out of: (a) the any breach of, or inaccuracy in, of any representation or warranty made by of Seller contained in this AgreementAgreement or in any certificate delivered pursuant to this Agreement (it being understood that, in determining the amount of Loss under this Section 10.2 from any breach or inaccuracy of any representation or warranty, but not, for the avoidance of doubt, for purposes of determining whether there has been a breach or inaccuracy, all references to “material,” “Material Adverse Effect” or similar qualifications as to materiality shall be deleted therefrom); (b) the any breach of any covenant or obligation of Seller agreement contained in this Agreement, Agreement to be performed by Seller (other than any breach of the Accumulated Postretirement Benefit Payment Obligation); (c) the failure of Seller or any Retained Subsidiary to discharge any Excluded Liability; provided, however, that, with respect to any Excluded Liability relating to a Transferred Entity that is not wholly owned, directly or indirectly, by Seller as of immediately prior to the Closing, the indemnifiable Loss resulting from or arising out of such Excluded Liability shall be equal to the product of (A) the total amount of such Loss, multiplied by (B) the percentage of outstanding capital stock or equity interest in such Transferred Entity that is owned, directly or indirectly, by Seller as of immediately prior to the Closing; (d) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or Accumulated Postretirement Benefit Payment Obligation; (e) any Taxes Divested Business of an affiliateda Transferred Entity or ownership by a Transferred Entity at any time of a Divested Business (including any agreement relating to such Divested Business becoming such); provided, combinedhowever, consolidated that, if any such Transferred Entity is not wholly owned, directly or unitary group indirectly, by Seller as of which Genzyme Genetic Counseling immediately prior to the Closing, the indemnifiable Loss resulting from or G-Path arising out of such Divested Business or ownership of a Divested Business shall be equal to the product of (A) the total amount of such Loss, multiplied by (B) the percentage of outstanding capital stock or equity interest in such Transferred Entity that is owned, directly or indirectly, by Seller as of immediately prior to the Closing; (f) any Environmental Laws or Hazardous Materials with respect to any facility or property that was owned or operated by a member Transferred Entity but is not owned or operated by the Transferred Entities on the Closing Date; provided, however, that, if any such Transferred Entity is not wholly owned, directly or before indirectly, by Seller as of immediately prior to the Closing, the indemnifiable Loss resulting from or arising out of such Environmental Laws or Hazardous Materials shall be equal to the product of (A) the total amount of such Loss, multiplied by (B) the percentage of outstanding capital stock or equity interest in such Transferred Entity that is owned, directly or indirectly, by Seller as of immediately prior to the Closing; (g) any claim that may be asserted against the Transferred Entities after the Closing Date arising out of events, incidents, conduct or imposed on Genzyme Genetic Counseling circumstances that occurred and/or existed prior to the Closing Date that would be recoverable under the Excess Liability Indemnity Policy issued to Seller by Max Re Ltd. (Bermuda), Occurrence-Reported Policy No. 11945-1339-UMB-2006, together with all endorsements thereto, issued for the period June 30, 2006 to June 30, 2007 (Products Liability Insurance) (disregarding any limitations in such policy regarding deductibles); and (h) any claim that may be asserted against the Transferred Entities after the Closing Date arising out of events, incidents, conduct or Gcircumstances that occurred and/or existed prior to the Closing Date that would be recoverable under (1) the Workers Compensation and Employers’ Liability Policy, issued to Seller by XL Specialty Insurance Company, Policy No. RWD9435125-Path as a transferee or successor 01, together with respect toall endorsements thereto, issued for the period June 30, 2006 to June 30, 2007; (2) the Automobile Liability Policy, issued to Seller by Greenwich Insurance Company, Policy No. RAD9437168-01, together with all endorsements thereto, issued for the period June 30, 2006 to June 30, 2007; and (3) the Commercial General Liability Policy, issued to Seller by Greenwich Insurance Co., Policy No. RGD9437167-01, together with all endorsements thereto, issued for the period June 30, 2006 to June 30, 2007 (in each instance, a Pre-Closing Tax Period, subject, in each case of cases (a1) through (e) above3), Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate disregarding any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderlimitations in such policy regarding deductibles).

Indemnification by Seller. From and after the ClosingClosing (but subject to the provisions of this Section 9), Seller shall indemnify Purchaser and hold it harmless Purchaser and its Affiliates (the “Purchaser Indemnitees”) from and against any and all Damages which liability, loss, damage, claim, expense, cost fine, fee, penalty, obligation or injury including those resulting from any and all actions, suits, proceedings, demands, assessments or judgments, together with reasonable costs and expenses including reasonable attorneys fees and other legal fees and expenses (“Losses”) suffered or incurred by Purchaser Indemnitee may incur or suffer to the extent proximately caused by resulting from (ai) the any breach of, or inaccuracy in, of any representation or warranty made by Seller in this Agreement, (b) the breach of any covenant or obligation of Seller contained in this Agreement, (cii) any breach of any covenant of Seller contained in this Agreement, (iii) any failure by Seller to transfer to Purchaser a sufficient number of licenses to operate the Business in substantially the same manner as being operated immediately prior to Closing under the various third party licenses transferred to Purchaser by Seller as part of the Transferred Contracts, which failure is independently determined by a licensor third party vendor in Purchaser’s ordinary course dealings with the vendor as part of incorporating the Business as acquired or otherwise, (iv) any failure by Seller to have removed those certain liens (Nos. V3572D254 and V3522D879) over BillTamer: user’s manual (registration numbers TXu 914247) and BillTamer: version 2.0 (TX 5021507) or effected the registration of the BillTamer: user’s manual (TXu000914247) and BillTamer: version 2.0 (TX0005021507) copyrights in the name of Seller or any Retained Subsidiary to discharge (v) any Excluded Liability; provided that except with respect to Sections 9(a)(iii) and (iv), Seller shall not have any liability under this Section 9, and no claims by Purchaser shall be so asserted, unless and until the aggregate amount of Losses for which Seller would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to US$40,000, and then only to the extent of any such excess over US$20,000, such that Seller would be liable for Losses in excess of the first $20,000 of deductible once Losses total $40,000. Notwithstanding anything to the contrary herein, Seller’s aggregate liability (i) under Sections 9(a)(i) and 9(a)(ii), excluding any Losses claimed under Section 9(a)(iii), shall in no event exceed an amount equal to twenty five percent (25%) of the sum of the Closing Cash Purchase Price plus the Earnout Amount, and shall only be recoverable out of any payments to be made from the Year One Revenue Payment or Year Two Revenue Payment, (dii) Taxes under Section 9(a)(iii) shall in no event exceed an amount equal to $200,000, and shall only be recoverable from, any payments to be made from the Year One Revenue Payment or Year Two Revenue Payment and (iii) under Section 9(a)(iv), when combined with any Losses claimed under Sections 9(a)(i) and 9(a)(ii), shall in no event exceed an amount equal to the sum of (x) twenty five percent (25%) of the Selling Persons, Genzyme Genetic Counselingsum of the Closing Cash Purchase Price plus the Earnout Amount plus (y) an additional twenty five percent (25%) of the Earnout Amount, and G-Path shall only be recoverable from, any payments to be made from the Year One Revenue Payment or Year Two Revenue Payment. The Year One Revenue Payment and Year Two Revenue Payment shall be the sole and exclusive remedy under this Agreement for all Pre-Closing Tax Periods Seller’s indemnification obligations under this Agreement except in the case of fraud, and no amounts shall be payable by Purchaser separate from such amounts. Purchaser agrees that in the event of any breach giving rise to an indemnification obligation of Seller hereunder, Purchaser shall take and cause its Affiliates to take, or (e) any Taxes of an affiliatedcooperate with Seller, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect toif so requested by Seller, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees order to take, all commercially reasonable steps measures to mitigate any Damages upon becoming aware the consequences of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderthe related breach.

Indemnification by Seller. From (a) Seller hereby indemnifies Buyer against and after agrees to hold it harmless from any (i) Indemnifiable Tax of the Company or any Subsidiary, and (ii) liabilities, costs, 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 Indemnifiable Tax, including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any Indemnifiable Tax, in each case incurred or suffered by Buyer, any of its Affiliates or, effective upon the Closing, the Company, or any Subsidiary (the sum of (i) and (ii) being referred to as a "Loss"); provided, however, that Seller shall indemnify have no liability for the payment of any loss attributable to or resulting from any action described in Section 8.3(a) hereof; and hold harmless Purchaser and its Affiliates provided, further, that Seller shall have no obligation to make any payment to Buyer pursuant to this Section 8.7 until the amount of all claims arising pursuant hereto in the aggregate (minus any Temporary Difference attributable thereto multiplied by the “Purchaser Indemnitees”Applicable Tax Rate, each as defined in Section 8.7(b) from and against any and hereof) exceeds the Basket, in which case Buyer shall be entitled to indemnity calculated in accordance with Section 8.7(b) for the full amount of all Damages which any Purchaser Indemnitee may incur or suffer to claims in excess of the extent proximately caused by (a) the breach of, or inaccuracy in, any representation or warranty made by Seller in this Agreement, Basket. (b) If Seller's indemnification obligation under Section 8.7(a) arises in respect of an adjustment which makes allowable to Buyer, any of its Affiliates, the breach of any covenant or obligation of Seller contained in this Agreement, (c) the failure of Seller Company or any Retained Subsidiary to discharge Subsidiary, for any Excluded Liability, (d) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a PrePost-Closing Tax Period, subjectany deduction, in each case amortization, exclusion from income, credit or other allowance (a "Temporary Difference") which would not, but for such adjustment, be allowable, then any payment by Seller to Buyer under Section 8.7(a) shall be an amount equal to (x) the amount otherwise due but for this subsection (b), minus (y) the present value of the Temporary Difference (adetermined as if the Buyer and its Affiliates have sufficient taxable income or other tax attributes to permit the utilization of the Temporary Difference at the earliest time permissible under applicable law) through discounted at a rate of 10%, multiplied by the Applicable Tax Rate plus (ez) abovethe present value of the Temporary Difference, Sections 11.2.2(b) and 11.9. Purchaser will takeif any, and will cause allowable to Seller as a consequence of the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give adjustment giving rise to an Indemnification Claim hereundersuch payment, discounted at a rate of 10%, multiplied by the Applicable Tax Rate.

Indemnification by Seller. From and after the Closing, Seller shall indemnify and hold harmless Purchaser and its Affiliates (the “Purchaser Indemnitees”) affiliates and each of their directors, officers, employees, advisors, agents and stockholders at all times from and after the Closing Date against and with respect to any and all Damages claims, demands, lawsuits, proceedings, losses, assessments, taxes, fines, penalties, administrative orders, obligations, costs, expenses, liabilities, damages, interest, reasonable attorneys' fees and costs of investigation (all of the foregoing hereinafter referred to collectively as "CLAIMS") which any Purchaser Indemnitee may incur arise or suffer result from and to the extent proximately caused by they are attributable to: (a1) the Excluded Liabilities and/or the Excluded Assets; (2) the untruth or breach of, or inaccuracy in, of any representation or warranty made by Seller pursuant to this Agreement or any other agreement or document executed and delivered by Seller in this Agreement, connection with the transactions contemplated hereby; (b3) the breach of, or failure to perform, any of the covenants, commitments, obligations or agreements on the part of Seller under this Agreement or any other agreement or document executed and delivered by Seller in connection with the transactions contemplated hereby; (4) the operation by Seller of the Business prior to the Closing (except with respect to Assumed Liabilities relating to such pre-Closing operation); and (5) any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs and legal and other expenses incident to any of the foregoing. Seller shall have no liability with respect to the matters described in Sections 15(b)(2), (3) and (5) until the aggregate of all claims for which an indemnity would otherwise be payable by Seller exceeds $50,000 in the aggregate (the "BASKET"), and in such event, Seller shall be responsible only for the amount in excess of the Basket, but in no case shall the liability of Seller with respect to the matters described in Sections 15(b)(2), (3) and (5) exceed $4,000,000 (the "CAP"). This limitation on indemnification, however, will not apply to, and Seller's liability shall be unlimited for any breach of any of the Seller's EXHIBIT 2.1 representations and warranties of which the Seller had knowledge as defined in Section 19(f) at any time prior to the date on which such representation and warranty is made or any intentional breach by Seller of any covenant or obligation of Seller contained in pursuant to this Agreement, (c) the failure of Seller Agreement or any Retained Subsidiary to discharge any Excluded Liability, (d) Taxes of other agreement or document executed and delivered by Seller in connection with the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereundertransactions contemplated hereby.

Indemnification by Seller. (a) From and after the ClosingClosing Date, Seller shall indemnify indemnify, defend and hold harmless Purchaser and each of its Affiliates affiliates and their respective Representatives and all successors and assigns of the foregoing (collectively, the “Purchaser Indemnitees”) from and against any and all Damages which any Purchaser Indemnitee may incur or suffer Losses, to the extent proximately caused by arising or resulting from any of the following: (ai) the Any Retained Liability; (ii) any breach of, of any covenant or inaccuracy in, agreement of Seller contained in this Agreement; (iii) any breach of any representation or warranty made by Seller to Purchaser under Article IV of this Agreement (as qualified by the Seller Disclosure Letter), without taking into account any supplement or amendment to the Seller’s Disclosure Letter pursuant to Section 6.15; (iv) any Liabilities (including any third party claims) imposed on, sustained, incurred or suffered by any of the Purchaser Indemnitees to the extent arising out of or relating to the Seller Business or the assets of the Seller Business, whether occurring, arising, existing or asserted before, on or after the Closing Date (other than any Assumed Liabilities); (v) any fees, expenses or other payments incurred or owed by Seller to any agent, broker, investment banker or other firm or Person retained or employed by it in this Agreementconnection with the Transactions; and (vi) any Liabilities (including any third party claims) imposed on, sustained, incurred or suffered by any of the Purchaser Indemnitees arising out of or relating to any portion of the Cowlitz Agreement that is not to be assumed by Purchaser or its affiliates (with such affiliates including, for avoidance of doubt, NORPAC). (b) Seller’s obligations pursuant to the breach provisions of Section 10.01(a) are subject to the following limitations: (i) The Purchaser Indemnitees shall not be entitled to recover under 10.01(a)(iii) on any individual claim unless the Losses associated with such claim exceed $25,000, and such items that do not exceed such amount shall not be aggregated for purposes of Section 10.01(b). (ii) The Purchaser Indemnitees shall not be entitled to recover under Section 10.01(a)(iii) unless and until the aggregate amount of all Losses for which the Purchaser Indemnitees would recover under Section 10.01(a)(iii) exceeds, collectively, $1,500,000, and then only to the extent of such excess. (iii) The Purchaser Indemnitees shall not be entitled to recover under Section 10.01(a)(iii) for an amount of Losses in excess of a liability cap (the “Liability Cap”) which shall be determined as follows: (1) in the case that the Purchaser Indemnitees recover nothing (i.e., $0) pursuant to Section 10.01(a)(iii) with respect to indemnification for any breaches of the representations or warranties contained in Section 4.11 (Environmental Matters), the Liability Cap shall be $28,500,000; and (2) in the case that the Purchaser Indemnitees recovers any amount other than zero pursuant to Section 10.01(a)(iii) with respect to indemnification for any breaches of the representations or warranties contained in Section 4.11 (Environmental Matters), the Liability Cap shall be (x) such amount so recovered, plus (y) all other amounts recovered pursuant to Section 10.01(a)(iii) with respect to indemnification for any breaches of any covenant representations or obligation warranties other than those contained in Section 4.11 (Environmental Matters); provided, however, that in the case of Seller (2), the sum of (x) and (y) shall not exceed $57,000,000, and the amount of (y) shall not exceed $28,500,000. Notwithstanding the foregoing, nothing contained in this Agreement, (cSection 10.01(b)(iii) shall limit in any way the failure of Seller or Purchaser Indemnitees’ rights to recover under Section 10.01(a)(iii) for any Retained Subsidiary to discharge any Excluded Liability, (d) Taxes breach of the Selling Personsrepresentations or warranties contained in Sections 4.01 or 4.02(a). For the avoidance of doubt, Genzyme Genetic Counselingthe Liability Cap represents a limit solely on the amount of Losses the Purchaser Indemnitees may actually recover under Section 10.01(a)(iii) in excess of any amounts excluded from recovery under Section 10.01(b)(i) or Section 10.01(b)(ii), and G-Path the Purchaser Indemnitees shall have the right to submit claims for all Pre-Closing Tax Periods indemnity pursuant to Section 10.01(a)(iii) in excess of the Liability Cap (provided that the amounts actually recovered in respect of such claims shall not exceed the Liability Cap to the extent applicable). (iv) Despite any other provision in this Article X, except in the case of Seller’s common law fraud or (eLosses for which the Purchaser Indemnitees would recover under Section 10.01(a)(i) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to10.01(a)(iv), in each instance, a Pre-Closing Tax Period, subject, no event will Seller have any Liability for Losses under this Agreement in each case excess of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderaggregate amount actually received by Seller under this Agreement.

Indemnification by Seller. From and after the ClosingSeller, Seller shall indemnify and hold harmless Purchaser on behalf of itself and its successors and assigns, hereby agrees to indemnify each of Purchaser, the Company, its Subsidiaries and Affiliates of the foregoing, and their respective directors, officers, managers, members, partners, employees, agents, representatives, successors and permitted assigns (the “Purchaser IndemniteesIndemnified Parties”) and save and hold each of them harmless from and against and pay on behalf of or reimburse the Purchaser Indemnified Parties as and when incurred for any and all Damages liabilities, obligations, demands, claims, actions, suits, proceedings, investigations, causes of action, assessments, judgments, losses, costs, damages, deficiencies, Taxes, fines or expenses (whether or not arising out of third party claims), including, without limitation, interest, penalties, reasonable attorneys' fees and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Damages”), which any Purchaser Indemnitee Indemnified Party may incur suffer resulting from or suffer to the extent proximately caused by arising out of: (ai) the any misrepresentation or breach of, or inaccuracy in, of any representation or warranty made by of Seller in or the Company under this Agreement, determined, in each case, without giving effect to any “material”, “material respect” or “Material Adverse Change” qualifiers included therein (bexcept in the first sentence of Section 7.5(c) (Authorizations), Section 7.5(e) (Authorizations), Section 7.6 (Financial Statements), Section 7.12(l) (Absence of Certain Changes or Events), Section 7.19 (Customers and Suppliers), Section 7.20 (Affiliated Transactions), and Section 7.23 (Books and Records), in which cases effect shall be given to such qualifiers included therein) and without giving effect to any disclosures made to the Purchaser on, after or prior to the date hereof (other than as properly set forth in a schedule to this Agreement as of the date hereof or any update delivered pursuant to, and subject to the terms of, Section 9.8); (ii) any nonfulfillment or breach of any covenant or obligation on the part of Seller contained in this Agreement, (c) the failure of Seller or the Company under this Agreement or any Retained Subsidiary to discharge any Excluded Liability, (d) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods Transaction Documents furnished by Seller or the Company to Purchaser; (eiii) any Taxes claim for payment of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path fees and/or expenses as a transferee broker or successor finder in connection with respect tothe origin, in each instancenegotiation, a Pre-Closing Tax Periodexecution or consummation of this Agreement based upon any alleged agreement between the claimant and any of the Seller, subjectthe Company or any Subsidiary thereof, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate or any Damages upon becoming aware Affiliate of any event that would reasonably be expected to, of the foregoing; (iv) any Company Indebtedness which is not paid at or does, give rise prior to an Indemnification Claim hereunderthe Closing.

Indemnification by Seller. From Seller agrees that, on and after the Closing, Seller shall indemnify and it will indemnify, hold harmless Purchaser and its Affiliates (the “Purchaser Indemnitees”) defend Buyer from and against any and all Damages which any Purchaser Indemnitee may incur losses, claims, demands, costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) of every kind, nature and description based upon, arising out of or suffer to otherwise in respect of the extent proximately caused by following: (a) the breach ofany untrue representation, or inaccuracy in, any representation or warranty made by Seller in this Agreement, (b) the breach of warranty or nonfulfillment of any covenant or obligation of agreement by Seller contained in this AgreementAgreement or in any documents entered into or delivered in connection therewith; (b) for a period of two (2) years after the Closing: (i) seventy-five percent (75%) of any and all "Third Party Claims" (as hereinafter defined) resulting from any and all violations by H&W Pipeline Corporation, of "Environmental Protection Laws" (cas hereinafter defined) or from any other environmental matter or practice occurring prior to the failure Effective Date with respect to its ownership or operation of the H&W Pipeline, not to exceed, however, an aggregate amount equal to fifty percent (50%) of the Purchase Price paid by Buyer to Seller for the H&W Stock; and (ii) seventy- five percent (75%) of any and all "Third Party Claims" resulting from any and all violations by Five Flags Pipe Line Company of "Environmental Laws" or from any other environmental matter or practice, occurring prior to the Effective Date with respect to its ownership or operation of the Five Flags Pipe Line System, not to exceed, however, an aggregate amount equal to fifty percent (50%) of that portion of the Purchase Price paid by Buyer to Seller for the Five Flags Stock. In the event there are any "Third Party Claims" pending at the end of said two (2) year period for which a claim for indemnity has been made by Buyer to Seller, then the indemnity of Seller to Buyer for such claim shall not terminate, but shall continue in effect with respect to such claim. "Environmental Protection Laws" means any and all laws, statutes, rules, regulations, and judicial interpretation thereof of the United States, of any state in which the Company Assets, or any Retained Subsidiary portion thereof, is located, and of any other governmental or quasi-governmental authority having jurisdiction, that relate to discharge any Excluded Liabilitythe prevention, (d) Taxes abatement, and/or elimination of pollution and/or protection of the Selling Personsenvironment, Genzyme Genetic Counselingincluding, but not limited to, those federal statutes commonly known as the Solid Waste Disposal Act of 1970, the Resource Conservation and Recovery Act of 1976, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Superfund Amendments and Reauthorization Act of 1986, the Clean Water Act, the Clean Air Act, the Safe Drinking Water Act, the Migratory Bird Treaty Act, the Toxic Substances Control Act, and G-Path for the Hazardous Materials Transportation Act, together with all Pre-Closing Tax Periods applicable state statutes serving any similar or (e) related purpose. "Third Party Claims" means any Taxes of an affiliatedand all actions, combinedclaims, consolidated demands or unitary group of proceedings by any person or entity other than the Parties hereto or their respective affiliates which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunder.a right of indemnification under this Agreement provided that such claims are not precipitated as a result of the actions of the Party seeking indemnity hereunder with respect to such claim. Submission of reports required by law shall not be considered to be actions of a party seeking indemnity hereunder which precipitated a claim arising from such reports. This Section 19

Indemnification by Seller. From Subject to all of the limitations set forth in this Section 7, from and after the Closing, Seller shall indemnify agrees to indemnify, defend and hold harmless Purchaser and Buyer, its Affiliates and each of their respective directors, officers, employees, agents, attorneys, representatives, successors and permitted assigns (the Buyer and such Persons are collectively hereinafter referred to as “Purchaser IndemniteesBuyer’s Indemnified Persons”) ), harmless from and against any and all Damages which any Purchaser Indemnitee loss, liability, damage or deficiency, including interest, penalties, reasonable costs of preparation and investigation, and reasonable attorneys’ fees and disbursements (individually a “Loss,” and collectively, “Losses”) that Buyer’s Indemnified Persons may suffer, sustain, incur or suffer become subject to, to the extent proximately caused by arising out of or due to: (a) the any breach of, or inaccuracy in, of any representation or warranty made or given by Seller in this Agreement, Section 4 as of the Effective Date (or any other date specified in such representation or warranty); or (b) from and after Closing, the breach of any covenant covenant, undertaking, agreement or other obligation of Seller contained required to be performed at or after Closing under this Agreement. In addition, subject to all of the limitations set forth in this AgreementSection 7 (other than the Basket Amount, which will not apply for purposes of this sentence), from and after Closing, Seller agrees to indemnify the Company for a portion of the “sick and carer’s leave” that is actually paid by the Company to any Employee on or after the Effective Date, but prior to the *** anniversary of the Effective Date, provided that (i) such leave was actually accrued prior to the Effective Date, (cii) that Employee was statutorily entitled to such leave under the National Employment Standards, as such Law is in effect as of the Effective Date (for the avoidance of doubt, no voluntary payout of “sick and carer’s leave” is indemnifiable by Seller under this Agreement); and, (iii) in determining how much “sick and carer’s leave” Seller is responsible for under this sentence, (A) the failure number of Seller or any Retained Subsidiary to discharge any Excluded Liabilitydays of “sick and carer’s leave” that is accrued by that Employee on and after the Effective Date will be exhausted first in satisfying the Company’s obligations, (dB) Taxes Seller will be responsible for only an amount covering *** percent (***%) of the Selling Persons, Genzyme Genetic Counseling, number of days of “sick and G-Path for all Pre-Closing Tax Periods or carer’s leave” accrued by that Employee in excess of the number of days described in clause (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(biii)(A) and 11.9(C) the amount payable by Seller per day of “sick and carer’s leave” will be determined in reference to that Employee’s salary or wage per day in effect as of immediately prior to the Closing. Purchaser In addition, subject to all of the limitations set forth in this Section 7 (other than the Basket Amount and Cap, which will takenot apply for purposes of this sentence), from and will cause after Closing, Seller agrees to indemnify the other Purchaser Indemnitees Company for the amount, if any, by which Decommissioning Costs incurred by the Company prior to take, all commercially reasonable steps to mitigate any Damages upon becoming aware the *** (***) year anniversary of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderthe completion of the restoration and decommissioning activities described in Section 6.8 exceed the amount accrued for the Decommissioning Costs on the Interim Balance Sheet.

Indemnification by Seller. (a) From and after the Closing, Seller shall indemnify indemnify, defend, save and hold harmless Purchaser and Buyer, its Affiliates and their respective Representatives, successor and assigns (collectively, the “Purchaser IndemniteesBuyer Indemnified Parties”) ), from and against any and all Damages which Losses incurred by any Purchaser Indemnitee may incur Buyer Indemnified Party and arising out of or suffer to the extent proximately caused by resulting from (ai) the any breach of, or inaccuracy in, of any representation or warranty given or made by Seller or the Company in this Agreement or other instrument or agreements delivered pursuant to Article VII; and (ii) any nonfullfilment or breach of any covenant or agreement made by Seller in this Agreement, Agreement or other instrument or agreement delivered pursuant to Article VII. (b) Notwithstanding anything to the breach of any covenant or obligation of Seller contrary contained in this Agreement, (ci) no claim may be made against the Seller for indemnification pursuant to Section 10.2(a)(i) for any individual item (or group of integrally related items) unless the Losses relating to such item (or group of integrally related items) exceeds $50,000 (“Qualified Losses”), (ii) no indemnification under Section 10.2(a)(i) shall be made by Seller, and Seller shall not have any liability therefor, unless and until the aggregate amount of Qualified Losses subject to indemnification by Seller pursuant thereto shall exceed $750,000 (“Indemnification Threshold”), and once such threshold amount is exceeded, Seller shall indemnify the Buyer Indemnified Parties, and shall be liable, for the amount of all Qualified Losses incurred by the Buyer Indemnified Parties relating back to the first dollar thereof, and (iii) the failure of aggregate amount required to be paid by Seller or any Retained Subsidiary pursuant to discharge any Excluded Liability, (dSection 10.2(a)(i) Taxes shall not exceed the value of the Selling Persons, Genzyme Genetic CounselingShare Consideration held by the Escrow Agent (“Indemnification Cap”), and G-Path for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before Seller shall not indemnify the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(bBuyer Indemnified Parties pursuant to Section 10.2(a) and 11.9. Purchaser will takeshall not have any liability to any Buyer Indemnified Party for, and will cause the other Purchaser Indemnitees Buyer Indemnified Parties shall have no right to takerecover from Seller pursuant to Section 10.2(a)(i), all commercially reasonable steps any amount of Qualified Losses which exceeds the Indemnification Cap. Notwithstanding anything to mitigate the contrary contained in this Agreement, none of the restrictions set forth in this Section 10.2(b) shall apply to claims arising out of or resulting from any Damages breach of Section 3.1 (Organization and Qualification), Section 3.2 (Capitalization; Ownership); Section 3.12 (Taxes); Section 3.15 (No Brokers, Finders, etc.); Section 3.25 (Indebtedness), Section 3.26 (Cash Management); Section 3.27 (Environmental Matters); Section 4.1 (Ownership); Section 4.2 (Authorization; Enforceability); Section 4.5 (No Brokers, Finders, etc.); or in connection with any action or claim based upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderfraud.

Indemnification by Seller. From and after the ClosingSeller agrees to exonerate, Seller shall indemnify indemnify, and hold harmless Purchaser Buyer and its Affiliates (the “Purchaser Indemnitees”) from its, affiliates, successors, and assigns from, against and in respect of any and all Damages which liabilities, losses, costs, damages, charges or expenses (all such liabilities, losses, costs, damages, charges and expenses, including any Purchaser Indemnitee may incur assessments, judgments, recoveries, interest, penalties, costs and expenses (including reasonable attorneys" fees) related thereto, being hereinafter referred to as the "Damages") based upon, resulting from or suffer arising as a result of (i) the failure of Seller to transfer to Buyer good, marketable, and undivided title to the extent proximately caused Purchased Assets free and clear of all Claims; (ii) non-compliance with any so-called bulk sales law of any state applicable to the transactions contemplated hereby; (iii) any and all material liabilities of Seller of any nature, whether absolute, contingent or otherwise, not specifically assumed by the Buyer pursuant to Section 1.2 hereof, including liabilities for federal, state, county, local, foreign and applicable taxes of every kind and description; (aiv) any material liabilities arising under Environmental Laws or with respect to any Environmental Claim (other than such liabilities relating to the breach ofpremises subject to the Principal Facility Lease resulting from events occurring during Buyer's occupancy of said premises); (v) any material misrepresentation, or inaccuracy in, any representation or warranty made by Seller in this Agreement, (b) the breach of warranty or nonfulfillment of any covenant or obligation agreement on the part of Seller contained in this AgreementAgreement or in any of the instruments, documents or agreements delivered pursuant hereto; and (vi) any material actions, claims, suits, proceedings and demands relating to any of the foregoing; provided that (A) Seller shall have no liability under this Section 11.2 until Buyer's aggregate Damages exceed $15,000, (cB) Seller's aggregate liability under this Section 11.2 shall not exceed $600,000, (C) the failure first $300,000 of Seller or any Retained Subsidiary to discharge any Excluded Liability, (d) Taxes such liability shall be payable solely by offset of the Selling Persons$300,000 portion of the Base Purchase Price or, Genzyme Genetic Counselingif not payable because the condition set forth in Section 9.12 has not been fulfilled, by Xxxxxx pursuant to the guaranty provided for in Section 9.8, and G-Path for all Pre-Closing Tax Periods or (eD) any Taxes the remaining $300,000 of an affiliated, combined, consolidated or unitary group such liability shall be payable solely by offset of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case first $300,000 of (a) through (e) above, Sections 11.2.2(b) the Additional Purchase Price that shall be otherwise payable; and 11.9. Purchaser will take, and will cause provided further that the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any resulting Damages upon becoming aware do not arise out of any event that would reasonably be expected tomaterial breach of Buyer's representations, warranties, covenants or does, give rise to an Indemnification Claim hereunderagreements set forth in this Agreement.

Indemnification by Seller. From and after the Closing, (a) Seller shall will indemnify and hold harmless Purchaser and its Affiliates (the “Purchaser Indemnitees”) Acquiror Indemnified Parties from and against against, and reimburse each such Person for, any and all Damages which Losses (including any Purchaser Indemnitee may incur or suffer resulting Tax Detriments that have resulted in Losses) with respect to the extent proximately caused following items: (i) Seller's Pre-2004 Taxes; (ii) Seller's Post-2003 Taxes; (iii) any Taxes imposed by (a) any Governmental Authority on any other corporation with which the breach ofCompany filed a Tax Return on a combined, consolidated, or unitary basis for any Tax period (or portion thereof) ending on or before the Closing Date (including any such income Taxes for which the Company would be severally liable pursuant to the provisions of Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign law); (iv) any Taxes incurred by any Acquiror Indemnified Party resulting from, arising out of or based upon the inaccuracy in, or breach of any representation representations or warranty warranties made by Seller in this Agreement, to the extent such representations and warranties survive the Closing (bincluding any provision of the Purchase Agreement included by reference in this Agreement pursuant to Section 19 of this Agreement); (v) the any Taxes incurred by any Acquiror Indemnified Party resulting from, arising out of or based upon any breach of any covenant of Seller's covenants or obligation of Seller agreements contained in this Agreement, Agreement (c) the failure of Seller or including any Retained Subsidiary to discharge any Excluded Liability, (d) Taxes provision of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or Purchase Agreement included by reference in this Agreement pursuant to Section 19 of this Agreement); (evi) any Taxes of an affiliatedincurred by the Company as a transferee, combinedsuccessor or by contract but only to the extent such Taxes relate to a transaction entered into by the Company, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member contract entered into by the Company, in each case, on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path Date; (vii) any Taxes incurred by the Acquiror as a transferee but only to the extent such Taxes result from a finding of fraudulent conveyance relating to the transactions contemplated by the Purchase Agreement; and (viii) any Transfer Taxes allocated to Seller under Section 15 of this Agreement. (b) Acquiror will notify Seller within 30 days after receipt of any communication to or successor by Acquiror, the Company, or any of their Affiliates from or with any Governmental Authority concerning Taxes for which indemnification may be claimed from Seller pursuant to the provisions of this Section 5. In addition, Acquiror will notify Seller at least 15 days prior to the date on which any one of Acquiror, the Company, or their Affiliates intends to make a payment of any Taxes for which indemnification may be claimed from Seller pursuant to the provisions of this Section 5. Seller will notify Acquiror within 30 days after receipt of any communication to or by Seller or any Affiliate of Seller from or with any Governmental Authority concerning Taxes owed by the Company or any Taxes for which indemnification may be claimed from Acquiror pursuant to the provisions of Section 6. In addition, Seller will notify Acquiror at least 15 days prior to the date on which Seller or any Affiliate of Seller intends to make a payment of any Taxes for which indemnification may be claimed from Acquiror pursuant to the provisions of Section 6. The failure by a party to notify another pursuant to this Section 5(b) will not constitute a waiver of any claim to indemnification under this Agreement unless the Tax Indemnifying Party is materially prejudiced by such failure, and in such event only to the extent that the Tax Indemnifying Party is prejudiced by such failure. (c) Notwithstanding anything in this Agreement to the contrary, Seller will not be required to indemnify, defend or hold harmless any Acquiror Indemnified Party against, or reimburse any Acquiror Indemnified Party for, any Losses described in Section 5(a) of this Agreement (i) with respect toto any individual claim unless such claim for a Loss involves a Loss in excess of $10,000 (nor shall such item be applied to or considered for purposes of calculating the aggregate amount referred to in subparagraph (ii) of this Section 5(c)), and (ii) until the aggregate amount of Acquiror Indemnified Parties' Losses described in each instance, a Pre-Section 5(a) (after giving effect to subparagraph (i) of this Section 5(c)) exceeds the aggregate amount of the Closing Tax PeriodLiabilities plus $50,000, subject, after which Seller will be obligated for all Losses described in each case Section 5(a) in excess of such sum of the aggregate amount of the Closing Tax Liabilities plus $50,000; but only if such Losses constitute Losses for which Seller is required to indemnify the Acquiror Indemnified Parties after giving effect to subparagraph (ai) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderthis Section 5(c).

Indemnification by Seller. From (a) Seller (being for this purpose, as to any particular Owned Location, Parent and after the Closingthat Location’s particular Subsidiary Owner, Seller shall jointly and severally, and as to any particular Managed Location, Parent and either SCI Ohio or Alderwoods Ohio, as applicable, jointly and severally) agrees to indemnify and hold each Indemnitee (as defined in Section 8.8), harmless Purchaser and its Affiliates from all Losses incurred, suffered or paid, directly or indirectly, as a result of or arising out of: (i) any breach or default in the “Purchaser Indemnitees”) from and against any and all Damages which any Purchaser Indemnitee may incur or suffer to the extent proximately caused by (a) the breach of, or inaccuracy in, any representation or warranty made performance by Seller in this Agreement, (b) the breach of any covenant or obligation agreement of Seller contained in this Agreement, Agreement or any related document executed pursuant hereto; (cii) any breach of warranty or inaccurate or erroneous representation made by Seller (except to the failure extent that a Buyer Representative had actual knowledge thereof in breach of Section 4.4); (iii) any Retained Liabilities; (iv) any Taxes of Seller or any Retained Subsidiary to discharge any Excluded Liabilitythe NFPs (for all periods through the Effective Time), including, without limitation, (dA) Transfer Taxes; (B) the portion of real and personal property Taxes for which Seller or the NFPs are liable for pursuant to Section 1.7.; (C) Taxes on income earned (and Page 58 of 96 recognized) by the Pre-Need Trust Funds and the Endowment Care Funds prior to the Effective Time with regard to SVMP and the Managed Businesses and prior to delivery thereof to Buyer’s Trustee with regard to the Owned Business; and (D) Taxes payable by any trust (as an independent taxpayer entity) of or relating to any Seller or any of the NFPs, and to any or all of the Business, including, without limitation, Taxes relating to or arising from income earned (and recognized) by the Pre-Need Trust Funds and the Endowment Care Funds prior to the Effective Time with regard to SVMP and the Managed Businesses and prior to the delivery thereof to Buyer’s Trustee with regard to the Owned Business; and (v) any (A) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path NFPs for all any Pre-Closing Tax Periods or and the portion of the Straddle Tax Period that ends on the Effective Time, and (eB) any unpaid Taxes of an affiliatedany Person including under United States Treasury Regulation Section 1.1502-6 (or any similar provision of state, combined, consolidated local or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path foreign law) as a transferee or successor successor, by Contract or otherwise. (b) Notwithstanding anything herein to the contrary, Buyer shall have no claim for indemnification hereunder until the total amount of all Losses incurred which would otherwise be subject to indemnification hereunder exceeds $1,000,000, and then only to the extent of such excess, but in no event shall the aggregate amount of all Losses subject to indemnification under this Section 8.3 exceed the Closing Purchase Price; provided, however, that the amounts set forth in this Section 8.3(b) shall not apply to any Losses resulting from or arising out of, directly or indirectly, (i) any Special Claims, (ii) claims under Sections 8.3(a)(i), 8.3(a)(iii) (other than the Retained Liabilities identified in Section 1.4(b)(vii)), 8.3(a)(iv) or 8.3(a)(v) or (iii) claims arising from any actual fraud on the part of Seller, as to which Seller shall have liability for the entire amount of such Loss without any limitation; and (c) Except as provided in Section 8.7, the indemnification obligations of Seller shall be the exclusive remedy of Buyer with respect to, in each instance, to any matter subject to indemnification hereunder. (d) Seller will be entitled to receive as a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause credit against any indemnification amount owing to Buyer hereunder an amount equal to the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware net proceeds of any event that would reasonably be expected to, or does, give rise insurance policy actually received by Buyer for any Loss for which Seller agreed to an Indemnification Claim hereunderindemnify Buyer under this Section 8.3.

Indemnification by Seller. From and after the Closing, (a) Seller shall agrees to indemnify and hold Buyer, its Affiliates, and their respective officers, directors and employees, harmless Purchaser and its Affiliates from all Losses suffered or paid, directly or indirectly, as a result of or arising out of: (i) any breach or default in the “Purchaser Indemnitees”performance by the Seller of any covenant or agreement of the Seller contained in this Agreement or any related document executed pursuant hereto; (ii) from and against any and all Damages which any Purchaser Indemnitee may incur breach of warranty or suffer inaccurate or erroneous representation made by the Seller herein (unless such breach of warranty or inaccurate or erroneous representation was actually known by a Buyer Representative after reasonable inquiry to exist prior to the extent proximately caused by (a) the date of this Agreement or relates to any Purchase Price Adjustment Matter); provided, however, that Seller shall be responsible for any breach of, or inaccuracy in, of any representation or warranty that was made by Seller as of the date of this Agreement (unless made as of another prior designated date, then as of such date) (X) reflected in any updating to the Schedules that was made after the date of this Agreement, unless related to any Purchase Price Adjustment Matter or (bY) the breach regardless of any covenant or obligation knowledge of Seller contained in a Buyer Representative obtained after the date of this Agreement, in either case notwithstanding that Closing has occurred; (ciii) the failure of the Seller to fully pay and discharge as and when same are due the Retained Liabilities; (iv) without limiting the generality of clause (iii), all Taxes or other Losses that Buyer becomes liable for as a result of the failure to file any Retained Subsidiary to discharge applicable bulk sales notices or pay any Excluded Liabilityof Seller’s Taxes; (v) without limiting the generality of clause (iii), any (dA) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path Pre-35 Funeral Homes for all any Pre-Closing Tax Periods and the portion of the Straddle Tax Period that ends on the Closing Date; and (vi) without limiting the generality of clause (iii), any and all Liabilities of the Pre-35 Funeral Homes to the extent that they would constitute “Retained Liabilities” under this Agreement if the Buyer were acquiring the assets of the Pre-35 Funeral Homes and not the Pre-35 Funeral Home Equity. (b) The Seller shall reimburse the Buyer for any Losses directly arising from an event or circumstance to which the foregoing indemnities relate; provided, however, that Buyer acknowledges that the afore-described indemnification responsibilities of the Seller hereunder shall be, notwithstanding the prior terms hereof, limited as follows: (i) Claims for indemnification under Section 8.3(a)(ii) shall be categorized as relating to one of the following Business Packages: the Florida Business, the North Carolina Business, the Pennsylvania Business or the Virginia Business. Buyer shall have no claim for indemnification under Section 8.3(a)(ii) with respect to any Business Package until the aggregate amount of all Losses, damages and expenses incurred in such Business Package which would otherwise be subject to indemnification under Section 8.3(a)(ii) exceeds the following amounts: (i) Florida Business: $195,000, (ii) North Carolina Business: $255,000, (iii) Pennsylvania Business: $290,000 and (iv) Virginia Business: $65,000 and then only to the extent of such excess, but in no event shall the aggregate amount of all Losses with respect to all Business Packages subject to indemnification under Section 8.3(a)(ii) exceed $26,527,500; provided, however, that the limitations set forth in this Section 8.3(b)(i) shall not apply to any Losses resulting from or arising out of, directly or indirectly, (A) any Special Claims, as to which Seller shall have liability for the entire amount of such Loss up to the Purchase Price or (eB) claims arising from any Taxes actual fraud on the part of an affiliatedSeller, combined, consolidated or unitary group as which Seller shall have liability for the entire amount of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path such Loss without limitation; and (ii) Seller will be entitled to receive as a transferee or successor credit against any indemnification amount owing to Buyer hereunder an amount equal to the net proceeds of any insurance policy actually received by Buyer for any Loss for which Seller agreed to indemnify Buyer under this Section 8.3. To the extent Buyer has obtained insurance coverage for matters occurring prior to the Effective Time, at the request of Seller, Buyer agrees to make a claim with its carrier with respect to, to any such Loss. Nothing contained herein will have the effect of requiring Buyer to acquire such coverage. Any claims paid to Buyer pursuant to this Article VIII shall be treated as a reduction in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunderPurchase Price.

Indemnification by Seller. From and after Seller hereby indemnifies Buyer, its Affiliates and, effective upon the Closing, any Company or any Subsidiary, against and agrees to hold them harmless from any Tax of Seller shall indemnify and hold harmless Purchaser and (or any predecessors), any of its Affiliates (the “Purchaser Indemnitees”) from and against or any and all Damages which any Purchaser Indemnitee may incur or suffer to the extent proximately caused by (a) the breach ofpredecessors), or inaccuracy in, any representation or warranty made by Seller in this Agreement, (b) the breach of any covenant or obligation of Seller contained in this Agreement, (c) the failure of Seller Company or any Retained Subsidiary relating to discharge any Excluded Liability, (d) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subjectany loss or damage actually incurred or suffered by Buyer or any of its Affiliates and, effective upon the Closing, any Company or any Subsidiary, arising out of a breach of any covenant or agreement made or to be performed by Seller pursuant to this Article 8 and liabilities, costs, 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 loss or damage described in clause (i) and (ii) above, including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax described in clause (i) above, in each case incurred or suffered by Buyer, any of its Affiliates or, effective upon the Closing, any Company, or any Subsidiary (the sum of (a) through i), (e) above, Sections 11.2.2(bii) and 11.9. Purchaser will take(iii) being referred to as a "Loss"); provided, and will cause however, that Seller shall have no liability for the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware payment of any event Loss attributable to or resulting from any action described in Section 8.03(b) hereof, including, but not limited to, an election made or deemed made by Buyer under Section 338 of the Code or any comparable provision of applicable law; provided, further, that Seller shall have no obligation to make any payment pursuant to this Section 8.06 if at the time the Loss is incurred or suffered by any Company or any Subsidiary, as the case may be, Buyer no longer owns, directly or indirectly, such Company or such Subsidiary, as the case may be; and provided, further, that Seller shall be obligated to make payments to Buyer pursuant to this Section 8.06 only to the extent that the cumulative amount that would reasonably otherwise be expected topayable by Seller pursuant to this Section 8.06(a) (notwithstanding this proviso and the succeeding proviso) exceeds the aggregate amount of the provisions for Tax liabilities reflected in the Closing Statement and taken into account in the determination of Final Working Capital; and provided, further, that the amount of any Loss determined for purposes of this Section 8.06(a) shall be determined without regard to any Tax Asset of the Buyer or doesany of its Affiliates other than any Company or any Subsidiary attributable to a Pre-Closing Tax Period; and provided, give rise further, that Seller shall not be obligated to an Indemnification Claim hereundermake any payment to Buyer pursuant to this Section 8.06(a) in respect of a Loss arising from any adjustment to Taxes if the amount of such individual adjustment is less than or equal to $50,000.

Indemnification by Seller. From Except as provided in Section 11.4 (Indemnification for Taxes) and subject to this Article XI, from and after the Closing, Seller shall save, defend, indemnify and hold harmless Purchaser and its Affiliates Affiliates, and each of their respective officers, directors, employees, representatives, agents and permitted successors and assigns (collectively, the “Purchaser IndemniteesIndemnified Parties”) from and against any and all Damages which any Purchaser Indemnitee may incur losses, damages, liabilities, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable and documented attorneys’ fees, costs and other reasonable and documented out-of-pocket expenses incurred in investigating, preparing or suffer defending the foregoing) (hereinafter collectively, “Losses”) to the extent proximately caused by resulting from: (a) the any breach of, or inaccuracy in, of any representation or warranty made by Seller contained in this Agreement or any certificate delivered by Seller pursuant hereto, or any failure of any such representation and warranty (other than those expressly given as of a specified date on or prior to the date of this Agreement) to be true and complete as of the date hereof and as of the Closing Date, in all cases without giving effect to any Material Adverse Effect or other materiality qualification, limitation or exception contained in such representations and warranties except with respect to Section 4.4 (Financial Statements), Section 4.5 (Absence of Certain Changes or Events; No Undisclosed Liabilities; Financial Debt), Section 4.7(a)(xiii) (Material Contracts) and Section 4.16 (Tax Matters); (b) the any breach of any covenant or obligation of agreement by Seller contained in this Agreement, Agreement or any certificate delivered by Seller pursuant hereto dated the date hereof or the Closing Date; (c) any Liabilities arising under Seller’s equity or equity-based plans in accordance with the failure of terms thereof or (ii) under a Seller or any Retained Subsidiary to discharge any Excluded Liability, Pension Plan; or (d) Taxes of the Selling Persons, Genzyme Genetic Counseling, and G-Path for all Pre-Closing Tax Periods or (e) any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor with respect to, in each instance, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware Remedial Action of any event that would reasonably be expected torelease, spill or doesmigration of Hazardous Substances beneath, give rise over, in, upon, under or from the soil or groundwater and relating to an Indemnification Claim hereunderthe underground storage tanks at the Forest Park, Georgia Owned Property.

Indemnification by Seller. From and after the ClosingSeller hereby agrees to defend, Seller shall indemnify and hold harmless Purchaser Buyer, Buyer Parent, their respective successors, assigns, directors, officers and its Affiliates (except for X.X. Xxxxx and Xxxxx X. Xxxxx) (collectively, the “Purchaser "Buyer Indemnitees”") from and against any and all Damages which any Purchaser Indemnitee may incur losses, deficiencies, liabilities, damages, assessments, judgments, costs and expenses, including attorneys' fees (both those incurred in connection with the defense or suffer to prosecution of the extent proximately indemnifiable claim and those incurred in connection with the enforcement of this provision), including Environmental Liabilities and Costs, whether or not involving a third-party claim (collectively, "Buyer Losses"), caused by by, resulting from or arising out of: (a) the breach of, or inaccuracy in, any (i) breaches of representation or warranty made by Seller in this Agreement, (b) on the breach of any covenant or obligation part of Seller contained in this Agreement, Agreement or in any certificate or document delivered to Buyer or Buyer Parent pursuant hereto; and (ii) failures by Seller to perform or otherwise fulfill any undertaking or other agreement or obligation hereunder; (b) any liability of Seller not specifically assumed by Buyer pursuant to the Undertaking; (c) any liability for the failure of Seller the parties to comply with the provisions of any bulk sales legislation or any Retained Subsidiary similar legislation which may be applicable to discharge any Excluded Liabilitythe transactions contemplated by this Agreement, provided that nothing herein shall derogate or be deemed to derogate from the obligations of Buyer under the Undertaking and the obligations of Buyer and Buyer Parent under Section 8.2; (d) Taxes the invalidity of the Selling PersonsFairness Opinion as a result of (i) the data, Genzyme Genetic Counselingmaterial and other information (excluding financial forecasts and projections) provided by or on behalf of Seller only with respect to Seller, its stockholders and G-Path for all Pre-Closing Tax Periods the Acquired Subsidiary and identified by Xxxxxxxx Xxxxx in the Fairness Opinion as being relied upon by it being incomplete or incorrect in any material respect or (eii) any Taxes the financial forecasts and projections provided by or on behalf of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor Seller only with respect toto Seller and the Acquired Subsidiary and identified by Xxxxxxxx Xxxxx in the Fairness Opinion as being relied upon by it not having been prepared in good faith and on a reasonable basis; (i) the data, material and other information (excluding financial forecasts and projections) provided by or on behalf of Seller only with respect to Seller, its stockholders and the Acquired Subsidiary and identified by Xxxxxxxx Xxxxx in the Fairness Opinion as being relied upon by it being incomplete or incorrect in any material respect or (ii) the financial forecasts and projections provided by or on behalf of Seller only with respect to Seller and the Acquired Subsidiary and identified by Xxxxxxxx Xxxxx in the Fairness Opinion as being relied upon by it not having been prepared in good faith and on a reasonable basis but, in each instancecase, only to the extent Buyer Losses are incurred by the Buyer Indemnitees in connection with any claim of Xxxxxxxx Xxxxx relating thereto; (f) claims of any shareholder of Buyer Parent that the information provided by or on behalf of Seller only with respect to Seller, its stockholders and the Acquired Subsidiary for inclusion in the Proxy Statement, at the date of mailing to shareholders of Buyer Parent and at the time of the meeting of shareholders of Buyer Parent contemplated by Section 5.8(a), contained an untrue statement of a Pre-Closing Tax Period, subjectmaterial fact or omitted to state a material fact necessary in order to make the statements therein, in each case the light of the circumstances under which they were made, not misleading; and (ag) through any and all actions, suits, proceedings, claims or demands, incident to any of the foregoing or such indemnification; provided, however, that if any claim, liability, demand, assessment, action, suit or proceeding shall be asserted against a Buyer Indemnitee in respect of which a Buyer Indemnitee proposes to demand indemnification (e"Buyer Indemnified Claims"), Buyer or such other Buyer Indemnitee shall notify Seller thereof, provided further, however, that the failure to so notify Seller shall not reduce or affect Seller's obligations with respect thereto except to the extent that Seller is materially prejudiced thereby. Subject to rights of or duties to any insurer or other third Person having liability therefor, Seller shall have the right promptly upon receipt of such notice to assume the control of the defense, compromise or settlement of any such Buyer Indemnified Claims (provided that any compromise or settlement must be reasonably approved by Buyer), including, at its own expense, employment of counsel reasonably satisfactory to Buyer; provided, however, that if Seller shall have exercised its right to assume such control, Buyer may, in its sole discretion and at its expense, employ counsel to represent it (in addition to counsel employed by Seller) above, Sections 11.2.2(b) and 11.9. Purchaser will takein any such matter, and will cause the other Purchaser Indemnitees in such event counsel selected by Seller shall be required to takecooperate with such counsel of Buyer in such defense, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, compromise or does, give rise to an Indemnification Claim hereundersettlement.

Indemnification by Seller. From Subject to the terms and after the Closingconditions of ------------------------- this Article 9, Seller shall indemnify indemnify, defend and hold harmless Purchaser and Buyer, its Affiliates and each of their respective directors, officers, employees agents, shareholders, partners or other representatives (the “Purchaser collectively, "Buyer's ------- Indemnitees”") from and against any and all Damages which any Purchaser Indemnitee may incur losses, claims, obligations, ----------- assessments, penalties, liabilities, costs, damages and reasonable attorneys' fees and expenses (collectively, "Damages"), asserted against or suffer to the extent proximately caused incurred by ------- Buyer by reason of or resulting from: (a) the a breach by Seller of any representation, warranty, covenant or agreement of Seller contained herein; (b) any taxes for which Seller is liable pursuant to Section 6.12; (c) any violation of, or inaccuracy in, failure to comply with the fraudulent conveyance or preferential transfer laws of the United States (including any representation or warranty made by Seller in this Agreement, (bbulk sales laws) the breach of any covenant or obligation of Seller contained in this Agreement, (c) the failure of Seller or any Retained Subsidiary to discharge any Excluded Liability, state in connection with the transactions contemplated herein; or (d) Taxes any liability of Seller that is not an Assumed Liability (including, without limitation, any Excluded Liabilities); provided, however, that (x) Seller shall not be required to indemnify Buyer's -------- ------- Indemnitees pursuant to Section 9.1(a) unless and until the Selling Personsamount of all Damages for which indemnity is sought with respect thereto shall exceed $100,000, Genzyme Genetic Counselingat which point Seller shall be obligated to indemnify Buyer's Indemnitees only for additional Damages in excess of $100,000, and G-Path for all Pre-Closing Tax Periods or (ey) in no event shall Seller be liable to Buyer's Indemnitees pursuant to Section 9.1(a) in an amount in excess of $11,250,000, and further provided that in no event shall Seller have any Taxes of an affiliated, combined, consolidated or unitary group of which Genzyme Genetic Counseling or G-Path is or was a member on or before the Closing Date or imposed on Genzyme Genetic Counseling or G-Path as a transferee or successor indemnity obligation pursuant to this Section 9 with respect to any claims or demands for Damages with respect to actions, matters or events that are asserted to have occurred or arisen from, or are attributable or related to, in each instancethe Business or the Purchased Assets during any period of time prior to May 13, a Pre-Closing Tax Period, subject, in each case of (a) through (e) above, Sections 11.2.2(b) and 11.9. Purchaser will take, and will cause the other Purchaser Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise to an Indemnification Claim hereunder1988.