Common use of Indemnification by Seller Clause in Contracts

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

Indemnification by Seller. From Subject to the limitations set forth in this Article X, from and after the Closing, Seller shall indemnify Purchaser and its Affiliates hold harmless Parent, Purchaser, each Brand Company and each of their respective officersAffiliates, directorsRepresentatives, employeessuccessors and assigns (each a, agents “Purchaser Party” and representatives against and hold them harmless from any losscollectively, liability, claim, damage or expense (including reasonable legal fees and expenses) (the “LossesPurchaser Parties”) suffered from and against any and all Damages that any Purchaser Party suffers, incurs or incurred pays, directly or indirectly, resulting from, arising out of or related to: (a) any breach by Seller of a covenant contained in this Agreement; (b) any such indemnified party Indebtedness of the Brand Companies that is not paid and discharged in full on or prior to the extent arising from Closing Date and has not been taken into account pursuant to Section 2.06; (c) any Company Transaction Expenses that are not paid and discharged on or prior to the Closing Date and have not been taken into account pursuant to Section 2.06; (d) any Transferred Liabilities; (e) any of the following Taxes and liabilities: (i) any breach Taxes relating to a Pre-Closing Period imposed on Seller, Purchaser or any of any representation the Brand Companies resulting from, arising out of, or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives incurred with respect to the Closing, and Section 338(h)(10) Election; (ii) any Taxes relating to a Pre-Closing Period arising from the Contribution or the contribution of the Company Subsidiaries to the Company; (iii) any liability of any of the Brand Companies under Treasury Regulations Section 1.1502-6 or the analogous provisions of any state, local or foreign law for any Taxes relating to a Pre-Closing Period; (iv) any Taxes arising from any breach of the representations and warranties in Section 5.13(p); (v) any covenant Taxes arising from any violation of the covenants contained in Section 7.10 or Section 7.12(b); (vi) any Taxes relating to the matters disclosed in Section 5.13(c), Section 5.13(g), and Section 5.13(h) of the Disclosure Schedule; and (vii) any Taxes or penalties in excess of $250,000 relating to the matters disclosed in Section 5.13(f) of the Disclosure Schedule; (f) all Taxes imposed on, asserted against or attributable to the properties, income or operations of Seller contained in this Agreement requiring performance after or the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have Brand Companies or any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses Taxes for which Seller would be or any Brand Company is otherwise liable, but for this clause with respect to all Pre-Closing Periods, other than those described in Section 10.01(e); (a)g) any pre-Closing Liabilities of the Brand Companies relating to or arising from any events, exceeds on a cumulative basis an amount equal to $50,000.00, and then only circumstances or matters unrelated to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes operation of the foregoing clause Brand Business; and (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (xh) any action taken Proceeding commenced or omitted to be taken brought by Purchaser or any shareholder of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to Seller in connection with the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeContemplated Transactions.

Indemnification by Seller. (a) From and after the ClosingClosing Date, Seller shall agrees to indemnify Purchaser and its Affiliates and each of their respective officers, directors, employees, agents and representatives against and hold them harmless each Buyer Group Member from and against any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or all Losses and Expenses incurred by any such indemnified party to the extent Buyer Group Member in connection with, as a result of or arising from from: (i) any breach of any warranty or the inaccuracy of any representation of Seller contained or referred to in this Agreement 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; (iii) any claim by B. Xxxxxx Xxxxx III, including any Proceeding brought by B. Xxxxxx Xxxxx III arising out of or relating to the acquisition of issued and oustanding capital stock of the Company by Seller on March 30, 2013 or August 9, 2013, whether brought prior to, on or after the Closing Date; and (iv) any repurchase liabilities or other obligations with respect to any loan secured by real estate that is or was originated, acquired, owned, sold, transferred, securitized, hedged or serviced by or on behalf of the Company or any predecessor to the Company prior to the Closing, except to the extent such Losses or Expenses arise from the performance by the Company of the servicing obligations with respect to such loan after the Closing and do not arise out of any breach or default by the Company or any Seller Group Member on or prior to the Closing Date; provided, however, that: (A) Seller shall not be required to indemnify and hold harmless under clause (i) of this Section 11.1(a) with respect to Losses and Expenses incurred by Buyer Group Members (other than Losses and Expenses incurred as a result of inaccuracies of the representations and warranties contained in Sections 5.1 (Organization of the Company; Title to Equity Interests), 5.2 (Subsidiaries and Investments), 5.3(a) (Organization and Authority of Seller), 5.7 (Taxes) and 5.23 (No Finder), as to which this proviso shall have no effect) if the aggregate amount of such Losses and Expenses related to any individual claim or series of related claims does not exceed $10,000; provided, that, once such amount is exceeded, Seller shall indemnify the Buyer Group Members for the entire amount of such Losses and Expenses (subject to clauses (B) and (C) below); (B) Seller shall not be required to indemnify and hold harmless under clause (i) of this Section 11.1(a) with respect to Losses and Expenses incurred by Buyer Group Members (other than Losses and Expenses incurred as a result of inaccuracies of the representations and warranties contained in Sections 5.1 (Organization of the Company; Title to Equity Interests), 5.2 (Subsidiaries and Investments), 5.3(a) (Organization and Authority of Seller), 5.7 (Taxes) and 5.23 (No Finder), as to which this proviso shall have no effect) unless the aggregate amount of such Losses and Expenses subject to indemnification by Seller exceeds $100,000, and once such amount is exceeded, Seller shall indemnify the Buyer Group Members for the amount of such Losses and Expenses in excess of $100,000; and (C) the aggregate amount required to be paid by Seller pursuant to clause (i) of this Section 11.1(a) (other than Losses and Expenses incurred as a result of inaccuracies of the representations and warranties contained in Sections 5.1 (Organization of the Company; Title to Equity Interests), 5.2 (Subsidiaries and Investments), 5.3(a) (Organization and Authority of Seller; No Conflict), 5.7 (Taxes) and 5.23 (No Finder), as to which this proviso shall have no effect) shall not exceed $1,500,000. (b) The indemnification provided for in Section 11.1(a) shall terminate eighteen (18) months after the Closing Date (and no claims shall be made by any Buyer Group Member under Section 11.1(a) thereafter), except that the indemnification by Seller shall continue as to: (i) the representations and warranties set forth in Sections 5.1 (Organization of the Company; Title to Equity Interests), 5.2 (Subsidiaries and Investments), 5.3(a) (Organization and Authority of Seller) and 5.23 (No Finder) and the covenants of Seller set forth in Sections 8.2 and 13.2, as to all of which no time limitation shall apply; (ii) the covenants of Seller set forth in Sections 13.6 and 13.13, which shall survive until thirty-six (36) months after the Closing Date; (iii) the representations and warranties set forth in Sections 5.7 (Taxes) and 5.16 (Employees and Related Agreements; ERISA), which shall survive until thirty (30) days after the expiration of the applicable statute of limitations; (iv) the covenants of Seller set forth in Sections 7.9(b) and 11.1(a)(iii), as to which no time limitation shall apply; (v) the covenants of Seller set forth in Section 11.1(a)(iv), which shall survive until four (4) years after the Closing Date; and (vi) any Loss or Expense of which any Buyer Group Member has notified Seller in accordance with the requirements of Section 11.3 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 11.1, as to which the obligation of Seller shall continue until the liability of Seller shall have been determined pursuant to this ARTICLE XI, and Seller shall have reimbursed all Buyer Group Members for the full amount of such Loss and Expense in accordance with this ARTICLE XI. (c) For purposes of this Section 11.1, if any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closingis qualified in any respect by materiality, and (ii) any breach of any covenant of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when maderespects, Material Adverse Change, Material Adverse Effect or words of like import, such materiality, in all material respects, Material Adverse Change and Material Adverse Effect qualifiers or other qualifiers of like import shall be ignored in determining whether such representation is inaccurate or warranty has been breached and in determining the amount of any Loss or Expense.

Indemnification by Seller. (a) From and after the ClosingClosing ------------------------- Date, Seller shall indemnify Purchaser and hold harmless Buyer, its Affiliates and Affiliates, each of their respective directors, officers, directorsemployees and agents, employeesand each of the heirs, agents executors, successors and representatives assigns of any of the foregoing (collectively, the "Buyer Indemnified Parties") from and against any and hold them harmless from any lossall damages, liabilityclaims, claimlosses, damage or expense (expenses, costs, obligations and liabilities, including without limitation liabilities for all reasonable legal attorneys', accountants', and experts' fees and expenses) expenses including those incurred to enforce the terms of this Agreement (“Losses”) suffered collectively, "Covered Liabilities"), suffered, directly or incurred indirectly, by any such indemnified party to the extent Buyer by reason of, or arising from out of (i) any breach of the Retained Assets or the Retained Liabilities, including any representation liability based on negligence, gross negligence, strict liability or warranty any other theory of Seller contained liability, whether in Sections 4.01, 4.02, 4.04 law (whether common or 4.05 of this Agreement which survives the Closing, and statutory) or equity or (ii) any breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement requiring performance after the Closing Dateherein; provided. Notwithstanding the forgoinghowever, (a) that, Seller shall not have be required to indemnify the Buyer Indemnified Parties with respect to any liability claim for indemnification under clause (iii) of this Section 9.01 10.2 unless and until the aggregate amount of all Losses for which claims against Seller would be liable, but for this under clause (a), ii) of this Section 10.2 exceeds on a cumulative basis an amount equal to Two Hundred Thousand Dollars ($50,000.00, 200,000) and then only to the extent such aggregate amount exceeds such amount, and provided, further that in no ------- ------- event shall Seller be required to pay or otherwise be liable for an amount in excess of any such excess; One Million Dollars (b$1,000,000) Seller shall not have any liability with respect to claims made under clause (iii) of this Section 9.01 for 10.2. (b) Anything in this Section to the contrary notwithstanding, in the event that (i) based on a preponderance of the evidence, Seller shows that, on or prior to the Closing Date, Buyer had knowledge of any individual item breach, untruth, inaccuracy of, or error in, any representation and warranty of Seller or (ii) Seller notifies Buyer, on or series prior to the Closing Date, of related items) where any breach, untruth, inaccuracy of, or error in, any representation and warranty of Seller, and Buyer proceeds with the Loss relating thereto is less than $10,000.00 and such` items Closing, Buyer shall be deemed to have waived any right thereafter to assert any claim with respect to any such breach, untruth, inaccuracy or error, including without limitation any right to indemnification therefor. Except as set forth in the preceding sentence, Buyer's right to indemnification hereunder shall not be aggregated for purposes of affected by any investigation or inquiry concerning the foregoing clause Business by Buyer, whether pursuant to Section 5.1 (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation hereof or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth otherwise in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of conducting its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madediligence.

Indemnification by Seller. From (a) After the Closing and after subject to the Closingother provisions of this Article XIII and Section 14.01, and without duplication of amounts for which indemnification is provided by Seller under Article X, Seller shall indemnify Purchaser and hold harmless Buyer and its Affiliates and each of their respective officers, directors, employees, agents and representatives against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees the Acquired Companies), Representatives, successors and expenses) permitted assigns (collectively, the “LossesBuyer Indemnified Parties”) against all Losses suffered or incurred by any such indemnified party Buyer Indemnified Party, or to the extent arising from which any Buyer Indemnified Party otherwise becomes subject, as a result of or in connection with: (i) any the inaccuracy or breach of any representation or warranty of made by Seller contained in Sections 4.01, 4.02, 4.04 Article IV or 4.05 Article V of this Agreement which survives or the Closing, and certificate delivered by Seller pursuant to Section 11.02(a); (ii) any breach or failure by Seller or HFSG to perform any of any covenant of Seller its covenants or obligations contained in this Agreement requiring performance after (other than the Closing Date. covenant set forth in Section 7.01(a)(xii)); or (iii) any matter set forth on Schedule 13.01(a)(iii). (b) Notwithstanding any other provision to the forgoingcontrary other than Section 10.01(a), (a) Seller shall not have be required to indemnify or hold harmless any liability under clause Buyer Indemnified Party against any Losses pursuant to Section 13.01(a)(i) (other than Losses to the extent arising as a result of the inaccuracy or breach of any representation or warranty made by Seller in Section 4.01, Section 5.01(a) and (b), Section 5.02 and Section 5.29, as to which the limitations in this sentence shall not apply) (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal with respect to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item claim (or series of related itemsclaims arising from substantially the same underlying facts, events or circumstances) where unless such claim (or series of related claims arising from substantially the Loss relating thereto is less than same underlying facts, events or circumstances) involves Losses in excess of $10,000.00 and such` items 50,000 (nor shall any such claim or series of related claims that does not meet the $50,000 threshold be aggregated applied to or considered for purposes of calculating the foregoing clause (a) aggregate amount of this Section 9.01; (c) the Buyer Indemnified Parties’ Losses for which Seller shall not have any liability has responsibility under clause (iii) below) and (ii) until the aggregate amount of this Section 9.01 for any breach the Buyer Indemnified Parties’ Losses exceeds $39,375,000, after which Seller shall, subject to the immediately succeeding sentence, be obligated to indemnify and hold harmless the Buyer Indemnified Parties against all Losses of a representation or warranty if Purchaser had knowledge the Buyer Indemnified Parties that in the aggregate are in excess of such breach at the time amount. The cumulative aggregate liability of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Seller under Section 3.01(a); (d13.01(a)(i) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent $315,000,000 (10%) other than in respect of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 Losses to the extent the liability or obligation arises arising as a result of (x) any action taken the inaccuracy or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a any representation or warranty that is covered made by a certificate delivered pursuant to Seller in Section 3.02(a4.01, Sections 5.01(a) except to and (b), Section 5.02 and Section 5.29, in which case, Seller’s aggregate liability shall not exceed the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeBase Amount).

Indemnification by Seller. From and after the ClosingInitial Closing and subject to Section 10.03, Seller shall, or shall cause the Selling Subsidiaries to, indemnify Purchaser and its Affiliates and each of their respective officers, directorsdirectors and employees (each, employees, agents and representatives a “Purchaser Indemnified Party”) against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) Losses suffered or incurred by any such indemnified party Person to the extent arising from (i) any breach of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 any Acquisition Agreement or 4.05 of this Agreement which survives the Closing, and any certificate or other instrument delivered pursuant thereto; (ii) any breach of any covenant of Seller or any of the Selling Subsidiaries contained in this Agreement requiring performance after any Acquisition Agreement; or (iii) any of the Closing DateExcluded Liabilities. Notwithstanding the forgoingforegoing, (a) Seller and the Selling Subsidiaries shall not be required to indemnify or hold harmless any Purchaser Indemnified Party, and shall not have any liability under clause (i) above: (a) with respect to Losses based upon, arising out of, with respect to or by reason of this any inaccuracy in or breach of any representation or warranty in Section 9.01 7.02, 7.07 or 7.15 (the “Fundamental Representations”), for Losses relating thereto suffered or incurred by the Purchaser Indemnified Parties in the aggregate, when taken together with the Losses described in clause (b) below, exceeding $505,000,000 (only to the extent of any such excess above the $505,000,000); and (b) with respect to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty other than the Fundamental Representations (1) unless the aggregate of all Losses relating thereto suffered or incurred by the Purchaser Indemnified Parties, excluding any Losses as described in clause (2) below, for which Seller would be liableor any of the Selling Subsidiaries would, but for this clause (a)proviso, be liable exceeds on a cumulative basis an amount equal to $50,000.003,156,250, and then only to the extent of any such excess; , (b2) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (item, or series of related items) , where the Loss relating thereto is less than $10,000.00 50,000 and such` items (3) for Losses relating thereto suffered or incurred by the Purchaser Indemnified Parties in the aggregate exceeding $75,750,000 (only to the extent of any such excess above the $75,750,000). For the avoidance of doubt, the Transferred Contract Adjustment Amount and the Non-Closed Subsequent Covered Territory Payment, if any, shall not be aggregated for purposes of subject to the foregoing clause limitations set forth in clauses (a) of this Section 9.01; and (c) Seller shall not have any liability under clause (ib) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations preceding sentence. Notwithstanding anything else set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 Agreement, the Purchaser Indemnified Parties shall in no event exceed ten percent (10%) have the right to rely fully upon the representations and warranties of the Base Purchase Price; Seller and (e) Seller the Selling Subsidiaries contained in this Agreement and the other Transaction Agreements. The representations and warranties contained in this Agreement or in any other Transaction Agreement shall not have be affected by any liability under this Section 9.01 to investigation conducted for or on behalf of Purchaser or the extent the liability Purchasing Subsidiaries with respect thereto or obligation arises as a result of (x) any action taken or omitted to be taken knowledge acquired by Purchaser or any of its Affiliates Purchasing Subsidiary or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except their respective Representatives as to the extent Seller had knowledge that accuracy or inaccuracy of any such representation or warranty was not true and correct in all material respects when madewarranty.

Indemnification by Seller. From and after the Closing(a) Seller agrees to defend, Seller shall indemnify Purchaser and its Affiliates and each of their respective officers, directors, employees, agents and representatives against and hold them harmless each Buyer Group Member from and against any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or all Losses and Expenses incurred by any such indemnified party to the extent Buyer Group Member in connection with or arising from (whether or not involving a Third Person Claim): (i) any breach of any warranty or the inaccuracy of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 Article V of this Agreement which survives the Closing(in each case, and without giving effect to any “materiality,” or “Material Adverse Effect” or similar qualifiers or words of similar import contained in any such representation or warranty); (ii) any breach by Seller of any covenant of its covenants or agreements, or any failure of Seller contained to perform any of its obligations, in this Agreement requiring performance after Agreement; (iii) any Excluded Liability; (iv) any Excluded Subsidiary Liability; (v) the Closing Date. Notwithstanding facts and circumstances described in that certain letter, dated April 25, 2017, from Xxxxxxx X. XxXxxxxxx to Seller (c/o Xxxxxxx Soon-Shiong) and any claims by Tailstream Technologies, LLC or Xxxxxx Xxxx (or their respective successors and assigns) in connection therewith (including any supplemental or incidental claims arising from substantially the forgoingsame facts) to the extent such Losses and Expenses relate to alleged infringement by the Business on the intellectual property rights of Tailstream Technologies, LLC or Xxxxxx Xxxx; provided, however, that: (aA) Seller shall not have any liability be required to indemnify and hold harmless under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause 11.1(a) with respect to any individual Loss or Expense incurred by any Buyer Group Member that does not exceed $50,000; (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (bB) Seller shall not have any liability be required to indemnify and hold harmless under clause (i) of this Section 9.01 for any individual item 11.1(a) with respect to Losses and Expenses incurred by Buyer Group Members (or series other than Losses and Expenses incurred as a result of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes inaccuracies of the foregoing clause representations and warranties contained in Sections 5.1, 5.3(a), 5.7, 5.13 and 5.20 (athe “Fundamental Representations”), as to which this proviso shall have no effect) unless the aggregate amount of this Section 9.01; (c) such Losses and Expenses subject to indemnification by Seller exceeds $250,000, and once such amount is exceeded, Seller shall not have any liability under indemnify the Buyer Group Members for all Losses and Expenses from dollar one; (C) in no event shall the aggregate amount required to be paid by Seller pursuant to clause (i) of this Section 9.01 for 11.1(a) (other than in respect of any breach Fundamental Representation) exceed $5,000,000; (D) Seller shall not be required to indemnify and hold harmless under clause (v) of a representation or warranty if Purchaser had knowledge of such breach at this Section 11.1(a) with respect to Losses and Expenses relating to the time of period after the Closing Date incurred by Buyer Group Members in excess of $500,000 in the aggregate, except that Seller and Buyer shall share equally all such breach would have given rise to a failure Losses and Expenses that exceed $1,000,000 in the aggregate; and (E) in no event shall the aggregate amount required to be satisfied paid by Seller pursuant to clause (v) of this Section 11.1(a) with respect to Losses and Expenses relating to the condition period after the Closing Date exceed $2,500,000. (b) The indemnification provided for in Section 11.1(a) shall terminate 12 months after the Closing Date (and no claims shall be made by any Buyer Group Member under Section 11.1(a) thereafter), except that the indemnification by Seller shall continue as to: (i) the Fundamental Representations and the covenants of Seller set forth in Sections 8.3, 13.2, 13.6 and 13.13, as to Purchaser’s obligations all of which no time limitation shall apply; (ii) the indemnities set forth in Sections 11.1(a)(iii), 11.1(a)(iv) and 11.1(a)(v), as to which no time limitation shall apply; (iii) the covenant set forth in Section 3.01(a8.1, as to which the indemnification provided for in this Section 11.1 shall terminate 90 days following the expiration of the term of the covenants set forth therein; (iv) all other covenants to be performed by Seller hereunder following the Closing, as to which the indemnification provided for in this Section 11.1 shall terminate 90 days following the performance thereof or the end of the period for performance specified herein (or, indefinitely, if no termination date for the performance of such covenant is specified); and (dv) Seller’s liability under clause (i) any Loss or Expense for which any Buyer Group Member has provided a Claim Notice in accordance with the requirements of Section 11.3 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 9.01 shall in no event exceed ten percent (10%) 11.1, as to which the obligation of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent continue until the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered Seller shall have been determined pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct this Article XI, and, as applicable, satisfied in all material respects when madefull by Seller.

Indemnification by Seller. (a) From and after the ClosingClosing (but subject to the limitations and other provisions of this ARTICLE 7 and the Escrow Agreement), Seller shall defend, indemnify Purchaser and its Affiliates hold harmless Buyer and each of its Subsidiaries and Affiliates and their respective officers, directors, employeesemployees and agents (collectively, agents and representatives against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (the “LossesBuyer Indemnitees”) suffered from and against, and pay or incurred by any such indemnified party to reimburse the extent arising from Buyer Indemnitees for (i) any breach and all Losses resulting from the failure of any representation or warranty made by Seller in ARTICLE 2 to be true and correct in all respects at and as of Seller contained in Sections 4.01the date hereof and at and as of the Closing Date (except for representations that are as of a specific date which representations shall be true and correct as of such date), 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any and all Losses resulting from any breach by Seller of any covenant of Seller its covenants or agreements contained in this Agreement requiring performance herein or (iii) any UK Tax Losses arising after the Closing Survival Period Termination Date. Notwithstanding the forgoing, (a) Seller ; provided that Buyer Indemnitees shall not have be entitled to recover under Section 7.2(a) for an individual claim or group of related claims unless and until the amount of Losses that otherwise would be payable pursuant to Section 7.2(a) with respect to such claim or group of related claims exceeds $25,000 (the “Per Claim Threshold”), and then Buyer shall be entitled to recover only for the excess over the Per Claim Threshold, it being understood that any liability such individual claims or group of related claims for amounts less than the Per Claim Threshold shall be ignored in determining whether the Indemnification Deductible has been exceeded; provided, further, that no claims by Buyer Indemnitees shall be asserted under clause (iSection 7.2(a) of this Section 9.01 unless and until the aggregate amount of all Losses for which Seller that would otherwise be liable, but for this clause (a), payable hereunder from the Indemnity Escrow Amount exceeds on a cumulative basis an amount equal to $50,000.006,727,500 (the “Indemnification Deductible”), and then only to the extent such Losses exceed the Indemnification Deductible. Notwithstanding anything to the contrary in this Agreement, the Per Claim Threshold and the Indemnification Deductible will not apply to the obligations of Seller to indemnify Buyer Indemnitees in connection with an inaccuracy in or breach of any such excess; representations and warranties contained in Section 2.4(b) or Section 2.17. (b) Seller shall For purposes of calculating Losses hereunder (but not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of determining whether a breach has occurred), any materiality or Company Material Adverse Effect qualifications in the foregoing clause (a) of this Section 9.01; (c) Seller representations, warranties, covenants and agreements shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madedisregarded.

Indemnification by Seller. (a) From and after the Closing, Seller shall indemnify Purchaser and Purchaser, its Affiliates and each of their respective officers, directors, employees, agents and representatives (the “Purchaser Indemnitees”) against and hold them harmless from any loss, liability, claim, damage damage, settlement (subject to Section 10.07) or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party to the extent arising from from: (i) any breach of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and Agreement; or (ii) any breach of any covenant of Seller contained in this Agreement requiring performance after Agreement; provided, however, that this Section 10.01 shall not provide for any indemnification arising out of or relating to Taxes (which are the Closing Date. subject of Section 10.03). (b) Notwithstanding the forgoing, (a) Seller shall not be required to indemnify any Purchaser Indemnitee and Seller shall not have any liability under clause for any Losses: (i) of this under Section 9.01 10.01(a)(i) unless the aggregate of all Losses for which Seller would be liable, but for this clause (ai), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; [ * ]; (bii) Seller shall not have any liability under clause (iSection 10.01(a)(i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 an amount equal to [ * ], and such` such items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any 10.01(b); or (iii) under Section 10.01(a)(i), (A) with respect to the breach of a representation or warranty if Purchaser had knowledge of such breach at Section 4.01, 4.02(a)(i), 4.04(a), and 4.15 (the time “Fundamental Representations”), in excess of the Closing Purchase Price and such breach would have given rise (B) with respect to a failure to be satisfied all representations and warranties other than the Fundamental Representations, in excess of twenty-five percent (25%) of the condition to Purchaser’s obligations Purchase Price; [ * ] = 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. provided, that the limitations on indemnification set forth in Section 3.01(a); (d) Seller’s liability under clause clauses (i) and (ii) of this Section 9.01 10.01(b) shall in no event exceed ten percent (10%) not apply to any Losses resulting from a breach of the Base Purchase PriceFundamental 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 costs incurred from such mitigation shall be included as additional Losses subject to indemnification; and 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 Affiliate thereof, or waive or abandon any rights to any Intellectual Property. (ed) Seller shall not be obligated to indemnify any Purchaser Indemnitee and Seller shall have no liability for any liability under this Section 9.01 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 extent it is caused, exacerbated, or contributed to by any act, omission or operations after the liability Closing Date by, on behalf of, or under the control of, any person other than Seller. (e) The obligation arises as a result of (x) to indemnify any action taken or omitted to Purchaser Indemnitee shall be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant subject to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true 3.04 and correct in all material respects when madeSection 10.06.

Indemnification by Seller. (a) From and after the ClosingClosing Date, Seller shall indemnify indemnify, defend and hold harmless Purchaser and its Affiliates and each of its affiliates and their respective officers, directors, employees, shareholders, agents and representatives (the “Purchaser Indemnitees”) from and against any and hold them harmless from all claims, losses, damages (including, in the case of Third Party Claims, any lossexemplary or punitive damages, whether based on contract, tort, strict liability, claimother Law or otherwise), damage liabilities, obligations or expense (expenses, including reasonable legal fees and expenses) expenses (collectively, “Losses”) suffered or incurred by any such indemnified party ), to the extent arising or resulting from any of the following: (i) any breach of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and Retained Liability; (ii) any breach of any covenant or agreement of Seller contained in this Agreement requiring performance after Agreement; (iii) any inaccuracy, as of the Closing Date. , of any representation or warranty of Seller that is contained in this Agreement and survives the Closing; (iv) any Pre-Closing Environmental Liabilities; and (v) any fees, expenses or other payments incurred or owed by Seller or any other member of the Seller Group to any agent, broker, investment banker or other firm or Person retained or employed by it in connection with the Transactions. (b) Notwithstanding anything to the forgoingcontrary in this Agreement, (a) Seller shall not have any liability liability: (i) under clause (iii) (solely with respect to any breach of any covenant or agreement contained in Section 5.01), clause (iii) (except with respect to inaccuracies of the representations and warranties contained in Sections 4.01, 4.02, those portions of Sections 4.11 and 4.12 relating to title to the Transferred Assets and the first sentence of Section 4.18) or clause (iv) of this Section 9.01 10.01(a) unless the aggregate amount of all Losses for which Seller would be liablewould, but for this clause (ai), be liable under clauses (ii) (solely with respect to any breach of any covenant or agreement contained in Section 5.01), (iii) (except with respect to inaccuracies of the representations and warranties contained in Sections 4.01, 4.02, those portions of Sections 4.11 and 4.12 relating to title to the Transferred Assets and the first sentence of Section 4.18) and (iv) of Section 10.01(a) exceeds on a cumulative basis an amount equal to $50,000.00100,000,000, and then only to the extent of any such excess; ; (bii) Seller shall not have any liability under clause (iii) (solely with respect to any breach of any covenant or agreement contained in Section 5.01), clause (iii) (except with respect to inaccuracies of the representations and warranties contained in Sections 4.01, 4.02 and the first sentence of Section 4.18) or clause (iv) of this Section 9.01 10.01(a) for any individual item (or a series of related items) where the Loss relating thereto is less than $10,000.00 200,000, and such` such items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for 10.01(b); and (iii) under clause (ii) (solely with respect to any breach of a representation any covenant or warranty if Purchaser had knowledge of such breach at the time agreement contained in Section 5.01), clause (iii) (except with respect to inaccuracies of the Closing representations and such breach would have given rise warranties contained in Sections 4.01, 4.02, those portions of Sections 4.11 and 4.12 relating to a failure title to be satisfied the Transferred Assets and the first sentence of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d4.18) Seller’s liability under or clause (iiv) of this Section 9.01 shall 10.01(a) on an aggregate cumulative basis in no event exceed ten percent (10%) excess of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made$1,000,000,000.

Indemnification by Seller. (a) From and after the Closing, Seller shall indemnify Purchaser ------------------------- will indemnify, defend and hold Purchaser, its Affiliates affiliates, and each of their respective directors, officers, directorsrepresentatives, employeesemployees and agents (collectively, agents and representatives against and hold them the "Indemnified Purchaser Parties") harmless from and against any lossand all Liabilities resulting or arising from, liability, claim, damage relating to or expense incurred in connection with: (i) any failure of Seller or any of its affiliates (including reasonable legal fees the Assigning Subsidiaries) to pay, perform and expenses) discharge any of its liabilities or obligations that constitute Retained Liabilities, (“Losses”) suffered or incurred by any such indemnified party to the extent arising from (iii) any breach of any representation or warranty of Seller contained in Sections 4.01herein, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (iiiii) any breach of any covenant of Seller contained herein or any covenant of Seller or any SSW Distributor contained in this the provisions of the Distributor Agreement requiring referred to in Section 1.2(a) hereof, which covenant, in any such case, requires or contemplates performance by Seller or any SSW Distributor after the Closing Date. Closing. (b) Notwithstanding the forgoing, (a) Seller shall not have any liability under clause (i) other provision of this Section 9.01 9.3, no Indemnified Purchaser Party will be entitled to assert a claim for indemnification against Seller under Section 9.3(a)(ii) in respect of any breach of any representation or warranty of Seller, unless and until the aggregate amount of all Losses for which Seller would be liable, but for this clause claims that the Indemnified Purchaser Parties could otherwise assert under Section 9.3(a)(ii) in respect of breaches of such representations and warranties exceeds $100,000 (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have ). Notwithstanding any liability under clause (i) other provision of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not 9.3, no Indemnified Purchaser Party will be aggregated for purposes of the foregoing clause (a) of entitled to indemnification payments under this Section 9.01; (c) 9.3 to the extent such aggregate indemnification payments by Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at would exceed the time sum of the Closing Payment Amount and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeDeferred Payment Amount.

Indemnification by Seller. From (a) Seller hereby agrees that from and after the ClosingClosing it will indemnify, Seller shall indemnify Purchaser defend and hold harmless Purchaser, its Affiliates and each of their respective directors, officers, directorsemployees (other than Transferred Branch Employees), employeesand their successors and permitted assigns, agents and representatives each in their capacity as such from, against and hold them harmless from in respect of any lossdamages, liabilitylosses, claimcharges, damage or expense suits, proceedings, payments, judgments, settlements, interest, penalties, and costs and expenses (including reasonable legal fees and expenses) (collectively, “Losses”) imposed on, sustained, incurred or suffered by Purchaser or incurred by any such indemnified its Affiliates and their respective directors, officers, employees (other than Transferred Branch Employees), and their successors and permitted assigns, each in their capacity as such, whether in respect of third-party to claims, claims between the extent parties hereto, or otherwise, directly or indirectly relating to, or arising from out of: (i1) any breach of any representation or warranty of made by Seller contained in Sections 4.01under Article V for the period such representation or warranty survives, 4.02, 4.04 or 4.05 it being understood that for purposes of this Agreement which survives Section 12.2 any reference in the Closing, text of any such representation or warranty to “material” (other than in the following representations and warranties: Section 5.16(b)) or “Material Adverse Effect” shall be disregarded for purposes of determining whether such representation or warranty was breached or whether any Loss was incurred; (ii2) any breach of any covenant of or agreement to be performed by Seller contained in pursuant to this Agreement requiring performance after for the Closing Date. Notwithstanding period such covenant or agreement survives; and (3) any of the forgoing, (a) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; Excluded Liabilities. (b) Seller shall not have any liability under clause Section 12.2(a)(1) for (i1) of this Section 9.01 Losses for any individual item claim (or series group of directly related itemsclaims) where the Loss relating thereto is less than twenty thousand dollars ($10,000.00 20,000) (each a “de minimis loss”) or (2) unless and such` items shall not be aggregated for purposes until the aggregate amount of the foregoing clause indemnifiable Losses (aincluding all Losses attributable to any Seller and excluding any de minimis loss) exceeds one million dollars ($1,000,000), and then only for Losses in excess of this Section 9.01; that amount (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a“Deductible”); (d) Seller’s liability under clause (i) of this Section 9.01 shall provided that in no event exceed ten percent (10%) of shall the Base Purchase Price; and (e) aggregate indemnification to be paid by Seller shall not have any liability under this Section 9.01 pursuant to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates Section 12.2(a)(1) exceeds fifteen million dollars ($15,000,000) or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a12.2(a) except to exceed the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madePurchase Price.

Indemnification by Seller. From Subject to the other terms and conditions of this Article 9, from and after the Closing, Seller shall indemnify Purchaser indemnify, defend and hold harmless Buyer and its Affiliates (including, after the Closing, the Acquired Companies) and their respective Representatives, successors and permitted assigns (collectively, the “Buyer Indemnitees”) from and against, and shall pay and reimburse each of their respective officersthe Buyer Indemnitees for, directorsany and all Losses of the Buyer Indemnitees, employees, agents and representatives against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party to the extent arising from out of: (a) any inaccuracy in, or breach or failure of (i) any representation or warranty made by Seller in Article 3 or any certificate delivered pursuant to this Agreement (other than any Seller Fundamental Representations except for Section 3.9(a), Section 3.9(c) and Section 3.13(b)(i) and (ii)) to be true and correct in all respects as of the date of this Agreement or the Closing Date (except for representations and warranties that expressly relate to a specified date, in which case the inaccuracy in or breach or failure of which will be determined with reference to such specified date) and (ii) any Seller Fundamental Representation (other than Section 3.9(a), Section 3.9(c) and Sections 3.13(b)(i) and (ii)) to be true and correct in all respects as of the date of this Agreement or the Closing Date (except for representations and warranties that expressly relate to a specified date, in which case the inaccuracy in or breach or failure of which will be determined with reference to such specified date), it being understood that this Section 9.2(a) shall not apply to any such breach or failure that is not covered by the R&W Insurance Policy as a result of the policy exclusions set forth on Section 9.2(h) of the Seller Disclosure Letter, which breaches and failures are exclusively the subject of Section 9.2(h) below; (b) any breach or non-fulfillment of any covenant or agreement made or to be performed by Seller in this Agreement on or prior to the Closing Date; (c) any Third-Party Claim against the Buyer Indemnitees to the extent related to the operation of the Retained Business and arising as a result of or relating to the former affiliation between the Business and the Retained Business, whether prior to, at or after the Closing; (d) any Seller Taxes; (e) as set forth in Section 5.6(d); (f) as set forth in Section 5.13(a); (g) as set forth in Section 5.22(b); (h) any inaccuracy in, or breach or failure of any representation or warranty of made by Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any breach of any covenant of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser Article 3 or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except this Agreement to the extent Seller had knowledge that such representation or warranty was not be true and correct in all material respects when madeas of the date of this Agreement or the Closing Date (except for representations and warranties that expressly relate to a specified date, in which case the inaccuracy in or breach or failure of which will be determined with reference to such specified date) that is not covered by the R&W Insurance Policy as a result of the policy exclusions set forth on Section 9.2(h) of the Seller Disclosure Letter; and (i) any of the matters set forth on Section 9.2(i) of the Seller Disclosure Letter.

Indemnification by Seller. From and after the Closing(a) Seller agrees to indemnify, Seller shall indemnify Purchaser and its Affiliates and each of their respective officers, directors, employees, agents and representatives against defend and hold them harmless each Buyer Group Member from and against any loss, liability, claim, damage and all Losses and Expenses of such Buyer Group Member arising out of or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party to the extent arising from resulting from: (i) any breach of any representation or warranty of Seller contained in this Agreement; (ii) any breach by Seller of, or failure by Seller to perform, any of their covenants, agreements or obligations contained in this Agreement; and (iii) any liability for Pre-Closing Taxes or other amounts for which Seller is required to pay pursuant to Article VIII, except to the extent that such Taxes were included in the Working Capital and reduced the Purchase Price; provided, however, that Seller shall not be required to indemnify, defend and hold harmless under Section 7.1(a)(i) (excluding breaches of any representation or warranty in Sections 4.014.1, 4.024.2, 4.04 4.3(a) and 4.9) with respect to Losses and Expenses incurred by Buyer Group Members until the amount of Losses and Expenses suffered by Buyer Group Members in the aggregate exceed Two Hundred Fifty Thousand Dollars ($250,000) (the “Basket”) (it being understand that the Basket shall be a deductible for which Seller shall bear no indemnification responsibility, and Seller shall be obligated to indemnify Buyer Group Members only to the extent such Losses and Expenses exceed the Basket); provided further, that the aggregate amount required to be paid by Seller pursuant to (x) Section 7.1(a)(i) ,excluding breaches of any representation or 4.05 warranty in Sections 4.1, 4.2, 4.3 (a) and 4.9 (the “Fundamental Representations”), shall not exceed Five Million Four Hundred Ninety Thousand Dollars ($5,490,000), and (y) in no event shall the aggregate amount required to be paid by Seller pursuant to this Section 7.1(a) exceed the Purchase Price; provided further, that no limitation under this Section 7.1(a) shall apply with regard to any Losses or Expenses related to any fraud or knowing or willful misrepresentation. (b) The indemnification provided for in Section 7.1(a)(ii), (i) for covenants, agreements or obligations to be performed or complied with prior to Closing shall survive for a period of this Agreement which survives fifteen (15) months following the ClosingClosing Date, and (ii) any breach for covenants, agreements or obligations that by their terms are to be performed or complied with following the Closing shall survive for a period of any covenant of Seller contained three (3) months after their expiration in this Agreement requiring performance accordance with their terms. The indemnification provided for in Section 7.1(a)(i) shall terminate fifteen (15) months after the Closing Date. Notwithstanding Effective Date (and no claims shall be made or asserted by any Buyer Group Member under Section 7.1(a)(i) thereafter); the forgoing, (a) indemnification by Seller shall not have any liability under clause continue as to: (i) of this The Fundamental Representations (other than representations and warranties under Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a4.9), exceeds on a cumulative basis an amount equal to $50,000.00which shall survive indefinitely, and (ii) The indemnity for Section 4.9 and then only to Section 7.1(a)(iii) shall survive for ninety (90) days following the extent relevant statute of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; limitations; (c) Seller shall not have any liability under clause (i) of this Section 9.01 No Buyer Group Member may seek indemnification hereunder for any breach Loss or Expense that is as a result of a representation or warranty if Purchaser had knowledge breach by Buyer Guarantor of such breach at any of its obligations under the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); Service Agreement. (d) Seller’s obligations for any Losses or Expenses of which any Buyer Group Member has validly given a Claim Notice to Seller in accordance with the requirements of Section 7.3 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 7.1, shall continue solely with respect to the specific matters in such Claim Notice until the liability under clause of Seller shall have been determined pursuant to this Article VII, and Seller shall have reimbursed all Buyer Group Members for the full amount of such Losses and Expenses that are payable with respect to such Claim Notice in accordance with this Article VII. (e) The Buyer Group Members’ indemnification right for a breach of Seller’s obligation to supplement the Disclosure Schedules pursuant to Section 6.4 shall be limited to any recovery for the relevant breach of representation or warranty, to include the limitations of this Section 7.1 with respect to the applicable breach of representation or warranty. (f) For the avoidance of doubt, solely for purposes of determining the amount of any Losses and Expenses related thereto, each representation, warranty, covenant and agreement made by Seller shall be considered without regard to any materiality qualification (including terms such as “material” or Material Adverse Effect) set forth therein. (g) Seller’s reimbursement obligations with respect to any indemnifiable Loss or Expense shall be subject to the limitations of this Article VII and Section 10.11 (Limitation of Liability) and limited to (i) Losses that are actually incurred or accrued and paid or (ii) Expenses that are actually incurred or accrued and paid. (h) Buyer and Seller agree that Seller may, without limitation, seek payment for indemnification of any Losses or Expenses pursuant to this Section 9.01 shall in no event exceed ten percent (10%) of 7.1 from the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeBuyer Guaranty, without first seeking payment from Buyer.

Indemnification by Seller. From and after the Closing, (a) Seller shall indemnify Purchaser indemnify, defend and its hold harmless Target, Buyer and their Affiliates and their Representatives (each of their respective officersa "Buyer Indemnitee") from and against any and all Damages, directorswhether or not involving a third-party claim (collectively, employees"Buyer Damages") arising out of, agents and representatives against and hold them harmless from any loss, liability, claim, damage relating to or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party to the extent arising from resulting from: (i) any breach of any a representation or warranty of Target or Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and or in any other Transaction Document; (ii) any breach of any a covenant of Target or Seller contained in this Agreement requiring performance after or in any other Transaction Document; and (iii) any Retained Liability, including any Section 6.14(d) Liability and any Liability under the Ahlberg Litigation and Osbon Litigation. In determining whether a breaxx xx xny representatiox, xxrranty or covenant shall have occurred under this Article 10, and solely for that purpose, any materiality standard contained in a representation, warranty or covenant shall not be taken into account. In the case of Section 4.11 (Government Contracts) and Section 4.24 (Environmental Matters), any limitation of the representations and warranties to the time period from March 25, 2002 shall be disregarded and such representations and warranties shall be deemed to be made for the period commencing six years prior to the Closing Date. Notwithstanding Date until the forgoingClosing Date for purposes of this ARTICLE 10. (b) Except for Buyer Damages arising under or with respect to breaches of Section 4.25 (Taxes) and Section 6.14 (Tax Matters), (a) Seller shall not have any liability be liable under clause (iSections 10.2(a)(i) of this Section 9.01 unless and 10.2(a)(ii), except to the extent that the aggregate of all Losses for which Seller would be liable, but for this clause Damages exceed One Hundred Thousand Dollars (a$100,000) (the "Indemnification Basket"), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; . (c) Seller Except for Buyer Damages arising under or with respect to breaches of Section 4.25 (Taxes) and Section 6.14 (Tax Matters), Seller's maximum aggregate liability under Sections 10.2(a)(i) and 10.2(a)(ii), shall not have any liability under clause exceed One Million Four Hundred Twenty-Five Thousand Dollars (i$1,425,000) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at (the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a"Indemnification Cap"); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made.

Indemnification by Seller. From and after the Closing, (a) Seller shall be liable for, and shall indemnify each Purchaser and its Affiliates and each of their respective officers, directors, employees, agents and representatives Indemnitee against and hold them it harmless from from, any direct loss, liability, claim, damage or expense (expense, including reasonable and documented legal fees and expenses) expenses incurred in connection therewith (“collectively, Losses”) ), suffered or incurred by any such indemnified party Purchaser Indemnitee to the extent arising from from: (i) any breach of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 Section 3 or 4.05 4 of this Agreement which survives the Closing, and Agreement; (ii) any breach of any covenant of Seller contained in this Agreement requiring performance after Agreement; (iii) liability under Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code arising by reason of the Company having been an ERISA Affiliate of any Person; and (iv) following the Closing: (A) a Discrepancy Amount in excess of $2,500,000 in the aggregate and (B) any liabilities of the Company: (x) for Taxes in respect of periods (or portions of periods) through the Closing Date in excess of the amounts, if any, by which Working Capital, as finally determined, was reduced (and the $100,000 threshold referred to in Section 2.4(b) has been exceeded), as a result of such Taxes, and (y) any liability of the Company for Taxes of another Person (including the Seller), as transferee, successor, by Contract or pursuant to Applicable Law, in respect of periods (or portions of periods) through the Closing Date. Notwithstanding the forgoing, . (ab) Seller shall not be required to indemnify any Purchaser Indemnitee, and shall not have any liability under clause liability: (i) of this under Section 9.01 10.1 (a)(i) or (iii), unless the aggregate amount of all Losses for which Seller would be liablewould, but for this clause (ai), be liable under Section 10.1(a)(i) or (iii) exceeds on a cumulative basis an amount equal to $50,000.00, 0.75% of the Purchase Price (the Minimum Amount) and then only to the extent of any such excessexcess above the Minimum Amount; (b) Seller shall not have any liability under provided that the limitation imposed by this clause (i) shall not apply (A) to any breach of the representations and warranties of Seller set forth in Sections 3.5 and 4.2 and (B) to any claim for Losses in the event of a rightful termination of this Agreement prior to the Closing by Purchaser pursuant to Section 9.01 9.1(a)(v) or pursuant to Section 9.1(a)(iii) in the event of a failure of the conditions set forth in Section 8.2(a) (relating to the representations and warranties in Section 3 or 4); (ii) under (A) Section 10.1(a)(i), for any individual item (or series of related items) items where the Loss relating thereto is less than $10,000.00 100,000, and such` such items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for 10.1(b) (provided that the limitation in this clause (ii)(A) shall not apply to any breach of a representation or warranty if Purchaser had knowledge the representations and warranties of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations Seller set forth in Sections 3.5 and 4.2), and (B) Section 3.01(a10.1(a)(ii); (d) Seller’s liability under , for any individual items where the Loss relating thereto is less than $30,000, and such items shall not be aggregated for purposes of clause (i) of this Section 9.01 10.1(b); provided that the limitations in this clause (ii) shall not apply to any claim for Losses in no the event exceed ten percent (10%of a rightful termination of this Agreement prior to the Closing by Purchaser pursuant to Section 9.1(a)(v) or pursuant to Section 9.1(a)(iii) in the event of a failure of the Base conditions set forth in Section 8.2(a) (relating to the representations and warranties in Section 3 or 4); (iii) under Section 10.1 (a), for any breach of any provision of this Agreement if either (A) Section 8.5 is applicable to such breach or (B) any of Holdco, Purchaser or Ikaria otherwise had Knowledge of such breach as of the date hereof; and (iv) under Section 10.1(a)(i), (ii) or (iii), for any amounts in excess of (A) the Purchase Price, in respect of any breach of the representations and warranties of Seller set forth in Sections 3.5 and 4.2, or (B) 10% of the Purchase Price, in all other cases. For purposes of (I) the limitations in Section 10.1(b)(i) and (iv), the Purchase Price shall equal the value of the Finally Determined Cash Purchase Price, plus, the Stated Value of the Holdco Shares; and (eII) Seller the limitations in Section 10.1(b)(iv)(A), in the event that a Purchaser Indemnitee is entitled to be indemnified hereunder for amounts in excess of the Finally Determined Cash Purchase Price, such indemnification for such excess amounts shall not have any liability under this Section 9.01 be satisfied by either (Y) delivery of Holdco Shares with a value equal to such excess (rounded up to the extent nearest full share) valuing the liability Holdco Shares at the greater of the Stated Value of the Holdco Shares or obligation arises as a result the current fair market value of the Holdco Shares determined by Holdco’s Board of Directors or (xZ) any action taken or omitted in cash, with such determination to be taken made by Seller in its sole discretion. (c) Purchaser or acknowledges that its sole and exclusive remedy with respect to any and all claims relating to this Agreement, the sale of its Affiliates or (y) any breach the Interests in consideration of a representation or warranty that is covered by a certificate the Purchase Price, and the documents delivered pursuant to Section 3.02(a8.2(c)(i), (ii), (vi) except to and (viii) (the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made.Section 10.1

Indemnification by Seller. (a) From and after the Closing, Seller shall indemnify Purchaser and Buyer, its Affiliates affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives against against, and agrees to hold them harmless from from, any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) net of any third party insurance proceeds (“Losses”) suffered "LOSSES"), as incurred (payable promptly upon written request), arising from, in connection with or incurred by any such indemnified party to the extent arising from otherwise with respect to: (i) any breach of any representation or warranty of Seller that survives the Closing and is contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and or in any Ancillary Agreement; (ii) any breach of any covenant of Seller contained in this Agreement requiring performance after or in any Ancillary Agreement; (iii) any Excluded Liability; (iv) the failure to comply with statutory provisions relating to bulk sales and transfers, if applicable; (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; and (vi) any claim or assessment asserted against an indemnified party with respect to any Taxes relating to the operations of Seller or any affiliate of Seller for all periods prior to the Closing Date. Notwithstanding Date or resulting from the forgoing, transfer by Seller or its affiliates of the Acquired Assets. (ab) Seller shall not have be required to indemnify any liability person under clause (i) of this Section 9.01 unless 8.01(a) in excess of $ 7,000,000, except as otherwise specifically provided in the aggregate of all Losses Intellectual Property Agreement. No claim for which indemnification shall be brought against Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is claims which are less than $10,000.00 5,000.00 and such` items no claim or claims for indemnification shall not be aggregated brought against Seller for purposes claims which are less than $50,000.00 until the cumulative total of the foregoing clause claims (aexcluding claims which are less than $5,000.00) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeare greater than $50,000.00.

Indemnification by Seller. (a) From and after the Closing, the Seller shall be liable for, and shall indemnify each Purchaser and its Affiliates and each of their respective officers, directors, employees, agents and representatives Indemnitee against and hold them it harmless from from, any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) Losses suffered or incurred by any such indemnified party Purchaser Indemnitee to the extent arising from out of the following: (i) any breach as of the Closing of any representation or warranty of the Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and herein; and (ii) any breach of any covenant of the Seller contained herein. (b) Notwithstanding anything to the contrary herein, in no event shall the Seller be required to indemnify any Purchaser (together with such Purchaser’s Affiliates and Representatives), and the Seller shall have no liability to any Purchaser (together with such Purchaser’s Affiliates and Representatives), in an aggregate amount that exceeds such Purchaser’s Applicable Purchase Price. (c) Each Purchaser acknowledges that, other than as set forth in Section 7.05, its sole and exclusive remedy after the Closing with respect to any and all claims relating to this Agreement, the Ancillary Agreements and the Transactions shall be pursuant to the indemnification provisions set forth in this Article VII. In furtherance of the foregoing and other than as set forth in Section 7.05, each Purchaser hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action it may have against any Seller arising out of this Agreement, any Ancillary Agreement, any certificate delivered pursuant hereto, any Law or otherwise (except pursuant to the indemnification provisions set forth in this Section 7.01). (d) In no event shall Seller have any liability hereunder for: (i) any Losses that are not the reasonably foreseeable result of any breach by Seller of a representation and warranty or covenant contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, (a) excluding any special circumstances not known to Seller shall not have any liability under clause (i) of when this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (aAgreement was entered into), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (xii) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeLosses based on reputational harm.

Indemnification by Seller. From Subject to Section 6.4 and after the ClosingSection 6.5, Seller shall indemnify Purchaser and hold harmless Purchaser, its Affiliates and each of Affiliates, their respective officers, directorsdirectors and shareholders from and against any and all Losses (net of any Tax benefits actually realized and, employees, agents and representatives against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party to the extent related thereto, insurance payments actually received in connection therewith, less costs of collection) based upon, arising from out of, or resulting from, any of the following: (ia) any breach by Seller of any of the representations and warranties made by Seller in Sections 3.2 and 3.4; (b) any breach by Seller of any of the representations and warranties made by Seller in Section 3.8(b)(xi); (c) any breach by Seller of any of the representations and warranties made by Seller in Section 3.11; (d) any breach by Seller of any of the representations and warranties made by Seller in this Agreement other than in Sections 3.2, 3.4, 3.8(b)(xi), and 3.11; (e) any failure by Seller to perform any of its covenants or agreements contained in this Agreement, other than those covenants or agreements set forth in Section 5.2; (f) any failure by Seller to perform any of its covenants or agreements contained in Section 5.2; (g) the matters set forth on Schedule 6.2 (the "Special Indemnity Matters"), provided, however, that Purchaser acknowledges and agrees that, to the extent that the Purchaser seeks indemnification under this Section 6.2(g) arising out of or related to the Special Indemnity Matters, then Purchaser shall be prohibited from also seeking indemnification under any other provision under this Agreement (other than Section 6.2 (h)) including without limitation Section 6.2(a), Section 6.2(b), Section 6.2(c), Section 6.2(d), Section 6.2(e), and Section 6.2(f), for any Losses arising out of or related to the Special Indemnity Matters, and provided, further, that to the extent that Purchaser seeks indemnification under any other provision of this Agreement (other then Section 6.2(h)) including without limitation Section 6.2(a), Section 6.2(b), Section 6.2(c), Section 6.2(d), Section 6.2(e), and Section 6.2(f), and such indemnification claim arises out of or relates to a Special Indemnity Matter, then Purchaser shall be prohibited from also seeking indemnification under this Section 6.2(g); and (h) any claim of, or causes of action arising from, fraud committed by Seller in connection with the transactions contemplated herein. For purposes of Sections 6.2(a), 6.2(b), 6.2(c), and 6.2(d), determination of whether any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any breach of any covenant of Seller contained in this Agreement requiring performance after has been breached and the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have any liability under clause (i) amount of this Section 9.01 unless the aggregate of all Losses for which Seller would attributable to such breach will be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only made without giving effect to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (words "material," "materially" or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth "Material Adverse Effect" as they appear in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madewarranty.

Indemnification by Seller. From (a) Subject to Sections 10.01(b), 10.03, 10.05 and 11.01, if the Closing shall occur, Seller shall indemnify, defend and hold harmless Buyer, its Affiliates and its Representatives (collectively, the “Buyer Indemnified Parties”) against, and reimburse any Buyer Indemnified Party for, all Losses that such Buyer Indemnified Party may suffer or incur, or become subject to, to the extent resulting from or arising out of: (i) the breach of or inaccuracy in any representations or warranties made by Seller in this Agreement (other than the representations and warranties contained in Section 3.17 hereof) as of the date of this Agreement or Closing Date (or with respect to representations and warranties that are made as of a specific date, as of such date), and any breach or failure by Seller to perform, or cause to be performed, any of its covenants or obligations contained in Section 5.16; (ii) the breach or failure by Seller to perform, or cause to be performed, any of its covenants or obligations contained in this Agreement (other than the covenants or obligations contained in Section 5.16 and Article VII hereof); or (iii) (A) any third-party claims for indemnification against the Business Subsidiaries under the Contracts listed in Section 10.01(a)(iii)(A) of the Disclosure Schedules delivered by Seller (the “Specified Contracts”) or otherwise relating to any business divested by any of the Business Subsidiaries, (B) any claims to the extent relating to the businesses, properties, assets, liabilities or operations of Seller or any of its Affiliates other than the Business Subsidiaries, or (C) any and all claims to the extent resulting from or arising out of the matters set forth in Section 10.01(a)(iii)(C) of the Disclosure Schedules (the “Specified Matters”); provided, that Buyer shall not, and shall cause the Business Subsidiaries not to, take any action or omit to take any action that would reasonably be expected to increase the liability of Seller with respect to this Section 10.01(a)(iii); and provided, further, that Seller shall have no obligation or liability under this Section 10.01(a)(iii) or otherwise with respect to, to the extent occurring after the Closing, Seller shall indemnify Purchaser and its Affiliates and each any knowing or intentional breaches of their respective officers, directors, employees, agents and representatives against and hold them harmless from or failures to perform covenants or agreements contained in the Specified Contracts or for any loss, liability, claim, damage expenses of counsel or expense (including reasonable legal fees and expenses) (“Losses”) suffered or other Representatives incurred by Buyer or the Business Subsidiaries in connection with any such indemnified party breach or failure to perform, notwithstanding any other provision of this Agreement; and provided, further, that in no event shall any claim which is indemnifiable under this Section 10.01(a)(iii) be asserted under Section 10.01(a)(i) or (ii). (b) Notwithstanding any other provision to the extent arising from contrary: (i) any breach of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any breach of any covenant of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have be required to indemnify, defend or hold harmless any liability under clause (i) of this Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any Losses pursuant to Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a10.01(a)(i), exceeds on a cumulative basis an amount equal to $50,000.00, and then only (A) to the extent such Losses were included as liabilities in Working Capital as shown on the Final Working Capital Statement, and (B) until the aggregate amount of any such excess; (bthe Buyer Indemnified Parties’ Losses under Section 10.01(a)(i) exceeds $8,486,000(the “Deductible”), after which Seller shall not have any liability under clause (i) of this Section 9.01 be obligated for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes all Losses of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time Buyer Indemnified Parties in excess of the Closing and Deductible, but only if such breach would have given rise Losses are not excluded from indemnification pursuant to a failure to be satisfied Section 10.01(b)(i)(A); (ii) the cumulative indemnification obligation of the condition to Purchaser’s obligations set forth in Seller under Section 3.01(a); (d10.01(a)(i) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent $169,729,000 (10%) the “Cap”); provided, that any qualification of the Base Purchase Price; representations and warranties (eother than the representations and warranties contained in Sections 3.06(b) Seller shall not have any liability under this Section 9.01 and 3.07) by reference to the extent materiality of or Material Adverse Effect relating to the liability matters stated therein, or obligation arises as a result words of (x) any action taken or omitted to similar effect, shall be taken by Purchaser or any of its Affiliates or (y) disregarded in determining any breach thereof or the amount of a representation any Loss arising therefrom and provided, further, that neither the Deductible nor the Cap shall apply to any claim involving Losses resulting from or warranty that is covered by a certificate delivered pursuant to arising out of breach of the representations and warranties made in Sections 3.03 or 3.19; and (iii) the indemnification obligation of Seller under Section 3.02(a10.01(a)(iii)(C) except shall be subject to the extent Seller had knowledge that such representation or warranty was not true limitations, procedures and correct in all material respects when madeterms set forth on Schedule 10.01(b)(iii).

Indemnification by Seller. From and after the Closing, Seller shall hereby agrees to indemnify Purchaser and its Affiliates affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives against against, and agrees to defend and hold them harmless from from, any loss, liability, claim, damage judgment, settlement, award, penalty, damage, cost or expense (including reasonable legal attorneys' fees and expenses) (“Losses”) suffered a "Loss"), as incurred, for or incurred by any such indemnified party to the extent on account of or arising from or in connection with or otherwise with respect to: (ia) any breach (in the case of any representation or warranty of Seller contained containing a materiality qualification) or material breach (in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any breach case of any covenant representation or warranty without any materiality qualification) by Seller of Seller any of its representations or warranties contained in this Agreement requiring performance after (including the Closing Date. Notwithstanding the forgoingSchedules hereto) or (b) any material breach by Seller of any of its covenants or agreements contained in this Agreement, (a) PROVIDED, HOWEVER, that Seller shall not have any liability under pursuant to clause (ia) of this Section 9.01 6.1 unless the aggregate of all Losses for which Seller would be liablewould, but for this clause (a)proviso, be liable, exceeds on a cumulative basis an amount equal to basis, One Hundred Thousand Dollars ($50,000.00100,000), and then only in which case Seller shall be liable for all Losses in excess thereof; PROVIDED, HOWEVER, that notwithstanding anything contained herein to the extent contrary, in the absence of any such excess; (b) Seller fraud, the Seller's aggregate liability pursuant to this Section 6.1 shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than exceed $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made8,000,000.

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

Indemnification by Seller. From and after (a) Subject to the Closinglimitations in Section 11.1(d), Seller shall indemnify Purchaser and hold harmless Purchaser, and its Affiliates and each of their respective officers, directors, employees, agents Affiliates and representatives agents, at all times from and after the Closing Date from, against and hold them harmless from in respect of any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party to the extent all Losses arising from (i) or related to any breach or default in performance by Seller or the Company of any representation of its representations or warranty of Seller contained in Sections 4.01warranties, 4.02, 4.04 covenants or 4.05 of this Agreement which survives the Closing, and (ii) any breach of any covenant of Seller agreements contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; Agreement. (b) Seller shall not have indemnify and hold harmless Purchaser, and its respective officers, directors, employees, Affiliates and agents, at all times from and after the Closing Date from, against and in respect of any liability under clause (i) of this Section 9.01 for any individual item (and all Losses arising from or series of related items) where to the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; Excluded Assets. (c) Seller shall not have indemnify and hold harmless Purchaser, and its respective officers, directors, employees, Affiliates and agents, at all times from and after the Closing Date from, against and in respect of any liability under clause and all Losses arising from or related to all matters set forth or included in Schedule 4.9(c), Schedule 4.12 (limited to the section titled “Infringement, Misappropriation”), Schedule 4.15(d) and Schedule 4.17. (d) Certain Limitations. (i) Other than for the Qxxxxxx & Bxxxx Claim, the Excluded Assets and all claims arising from or related to a breach of this Section 9.01 Sections 4.9, 4.14, 4.15, or 4.17, Seller shall have no obligation to indemnify Purchaser for any Losses until such time as the amount of the aggregate Losses equal or exceed $250,000 (the “Purchaser’s Deductible”), after which there may only be recovered those Losses in excess of the Purchaser’s Deductible, subject to the limitations in Section 11.1(d)(ii). (ii) Other than for the Qxxxxxx & Bxxxx Claim, the Excluded Assets, all claims arising from or related to a breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made.Sections 4.9, 4.14, 4.15, 4.17 or

Indemnification by Seller. From (a) After the Closing and after subject to Article X, the Closingother provisions of this Article XIII and Section 14.01, Seller shall indemnify Purchaser and hold harmless Buyer and its Affiliates and each of their respective officers, directors, employees, agents and representatives against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees the Company) and expenses) Representatives (collectively, the “LossesBuyer Indemnified Parties”) suffered or incurred by from and against, and pay and reimburse, all Losses that any such indemnified party to the extent arising from Buyer Indemnified Party at any time suffers or incurs, or becomes subject to, as a result of or in connection with: (i) any the inaccuracy or breach of any representation or warranty of made by Seller contained in Sections 4.01, 4.02, 4.04 Article IV or 4.05 Article V of this Agreement which survives the Closing, and Agreement; or (ii) any breach or failure by Seller to perform any of any covenant of Seller its covenants or obligations contained in this Agreement requiring performance after Agreement. (b) Notwithstanding any other provision to the Closing Date. Notwithstanding the forgoingcontrary, (a) Seller shall not have be required to indemnify or hold harmless any liability under clause Buyer Indemnified Party against any Losses pursuant to Section 13.01(a)(i) (other than Losses arising solely as a result of the inaccuracy or breach of any representation or warranty made by Seller in Section 4.01, Sections 5.01(a) and (b), Section 5.02 (other than Section 5.02(e)) and Section 5.23, as to which the limitations in this sentence shall not apply) (i) with respect to any claim (or series of this Section 9.01 claims arising from substantially similar underlying facts, events or circumstances) unless such claim (or series of claims arising from substantially similar underlying facts, events or circumstances) involves Losses in excess of $50,000 (nor shall any such claim or series of claims that does not meet the $50,000 threshold be applied to or considered for purposes of calculating the aggregate amount of all the Buyer Indemnified Parties’ Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability has responsibility under clause (iii) of this Section 9.01 for any individual item below) and (or series of related itemsii) where until the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes aggregate amount of the foregoing clause (a) Buyer Indemnified Parties’ Losses exceeds $2,800,000, after which Seller shall, subject to the immediately succeeding sentence, be obligated to indemnify and hold harmless the Buyer Indemnified Parties against all Losses of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge the Buyer Indemnified Parties that in the aggregate are in excess of such breach at the time amount. The cumulative aggregate liability of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Seller under Section 3.01(a); (d13.01(a)(i) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent $35,000,000 (10%) other than in respect of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises Losses arising solely as a result of (x) any action taken the inaccuracy or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a any representation or warranty that is covered made by a certificate delivered pursuant to Seller in Section 3.02(a4.01, Sections 5.01(a) except to and (b), Section 5.02 (other than Section 5.02(e)) and Section 5.23, in which case, Seller’s aggregate liability shall not exceed the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madePurchase Price).

Indemnification by Seller. From and after the Closing(a) Seller agrees to defend, Seller shall indemnify Purchaser and its Affiliates and each of their respective officers, directors, employees, agents and representatives against and hold them harmless each Buyer Group Member from and against any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or all Losses and Expenses incurred by any such indemnified party to the extent Buyer Group Member in connection with or arising from (whether or not involving a Third Person Claim): (i) any breach of any warranty or the inaccuracy of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 Article V of this Agreement which survives the Closing(in each case, and without giving effect to any “materiality,” or “Material Adverse Effect” or similar qualifiers or words of similar import contained in any such representation or warranty); (ii) any breach by Seller of any covenant of its covenants or agreements, or any failure of Seller contained to perform any of its obligations, in this Agreement requiring performance after Agreement; (iii) any Excluded Liability; (iv) any Excluded Subsidiary Liability; (v) the Closing Datefacts and circumstances described in that certain letter, dated April 25, 2017, from Xxxxxxx X. XxXxxxxxx to Seller (c/o Xxxxxxx Soon-Shiong) and any claims by Tailstream Technologies, LLC or Xxxxxx Xxxx (or their respective successors and assigns) in connection therewith (including any supplemental or incidental claims arising from substantially the same facts) to the extent such Losses and Expenses relate to alleged infringement by the Business on the intellectual property rights of Tailstream Technologies, LLC or Xxxxxx Xxxx. Notwithstanding the forgoingprovided, however, that: (aA) Seller shall not have any liability be required to indemnify and hold harmless under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause 11.1(a) with respect to any individual Loss or Expense incurred by any Buyer Group Member that does not exceed $50,000; (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (bB) Seller shall not have any liability be required to indemnify and hold harmless under clause (i) of this Section 9.01 for any individual item 11.1(a) with respect to Losses and Expenses incurred by Buyer Group Members (or series other than Losses and Expenses incurred as a result of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes inaccuracies of the foregoing clause representations and warranties contained in Sections 5.1, 5.3(a), 5.7, 5.13 and 5.20 (athe “Fundamental Representations”), as to which this proviso shall have no effect) unless the aggregate amount of this Section 9.01; (c) such Losses and Expenses subject to indemnification by Seller exceeds $250,000, and once such amount is exceeded, Seller shall not have any liability under indemnify the Buyer Group Members for all Losses and Expenses from dollar one; (C) in no event shall the aggregate amount required to be paid by Seller pursuant to clause (i) of this Section 9.01 for 11.1(a) (other than in respect of any breach Fundamental Representation) exceed $5,000,000; (D) Seller shall not be required to indemnify and hold harmless under clause (v) of a representation or warranty if Purchaser had knowledge of such breach at this Section 11.1(a) with respect to Losses and Expenses relating to the time of period after the Closing Date incurred by Buyer Group Members in excess of $500,000 in the aggregate, except that Seller and Buyer shall share equally all such breach would have given rise to a failure Losses and Expenses that exceed $1,000,000 in the aggregate; and (E) in no event shall the aggregate amount required to be satisfied paid by Seller pursuant to clause (v) of this Section 11.1(a) with respect to Losses and Expenses relating to the condition period after the Closing Date exceed $2,500,000; (b) The indemnification provided for in Section 11.1(a) shall terminate 12 months after the Closing Date (and no claims shall be made by any Buyer Group Member under Section 11.1(a) thereafter), except that the indemnification by Seller shall continue as to: (i) the Fundamental Representations and the covenants of Seller set forth in Sections 8.3, 13.2, 13.6 and 13.13, as to Purchaser’s obligations all of which no time limitation shall apply; (ii) the indemnities set forth in Sections 11.1(a)(iii), 11.1(a)(iv) and 11.1(a)(v), as to which no time limitation shall apply; (iii) the covenant set forth in Section 3.01(a8.1, as to which the indemnification provided for in this Section 11.1 shall terminate 90 days following the expiration of the term of the covenants set forth therein; (iv) all other covenants to be performed by Seller hereunder following the Closing, as to which the indemnification provided for in this Section 11.1 shall terminate 90 days following the performance thereof or the end of the period for performance specified herein (or, indefinitely, if no termination date for the performance of such covenant is specified); and (dv) Seller’s liability under clause (i) any Loss or Expense for which any Buyer Group Member has provided a Claim Notice in accordance with the requirements of Section 11.3 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 9.01 shall in no event exceed ten percent (10%) 11.1, as to which the obligation of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent continue until the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered Seller shall have been determined pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct this Article XI, and, as applicable, satisfied in all material respects when madefull by Seller.

Indemnification by Seller. From (a) Seller agrees, subject to the other terms and after the Closingconditions of this Agreement, Seller shall to indemnify Purchaser and its Affiliates and each of their respective Affiliates, officers, directors, employees, agents agents, successors and representatives assigns (each a "Purchaser Indemnified Party") against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or all Losses actually incurred by any such indemnified party to the extent them arising from out of (i) any the breach of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, herein and (ii) any the breach of any covenant or agreement of Seller contained herein (other than Section 3.25, the Tax Deed and Pension Schedule (other than Section 9(C) "Sex equality")), it being understood that the sole remedy for breach of such representations, warranties, covenants and agreements shall be pursuant to the Tax Deed or Pension Schedule (other than Section 9(C) "Sex equality"), as the case may be). Notwithstanding anything in this Article VIII to the contrary, no claim may be asserted nor may any action be commenced against Seller pursuant to Section 8.03(a)(i) unless written notice of such claim or action is received by Seller describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.01. (b) Notwithstanding anything in this Agreement requiring performance after to the Closing Date. Notwithstanding contrary, no claim may be made against Seller for indemnification pursuant to Section 8.03(a)(i) with respect to any individual item of Loss or items of Losses arising out of substantially similar facts and circumstances, unless such item or items of Losses exceed $100,000 (the forgoing, (a"Designated Amount") and no claim may be made against Seller shall not have any liability under clause (ipursuant to Section 8.03(a)(i) of this Section 9.01 unless the aggregate of all such Losses for which Seller would be liable, but for this clause of the Purchaser Indemnified Parties referred to in Section 8.03(a)(i) shall exceed $1,000,000 (athe "Seller's Threshold Amount"), exceeds on a cumulative basis an amount equal to $50,000.00after which all indemnifiable Losses shall be payable, and then not only the amount in excess of the Seller's Threshold Amount. Notwithstanding anything in this Agreement to the contrary, no Purchaser Indemnified Party shall be indemnified pursuant to Section 8.03(a)(i) if, and to the extent that, the aggregate of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes all Losses of the foregoing clause (a) Purchaser Indemnified Parties for which the Purchaser Indemnified Parties previously shall have received indemnification pursuant to Section 8.03(a)(i), together with the aggregate of this all amounts with respect to Taxes for which Purchaser previously shall have received indemnification pursuant to Section 9.01; (c) Seller 8.03(a)(i), shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (exceeded 10%) % of the Base Purchase Price. In addition, no claim may be made against Seller for indemnification pursuant to this Section 8.03 with respect to any individual item of Loss, if such claim otherwise was raised (whether or not accepted) in connection with the Purchase Price adjustment procedures set forth in Section 2.08. (c) Payments by Seller pursuant to Section 8.03(a) shall be limited to the amount of any Loss that remains after deducting therefrom (i) any Tax benefit to the Purchaser Indemnified Parties; (ii) any insurance proceeds and any indemnity, contribution or other similar payment recoverable by the Purchaser Indemnified Parties from any third party with respect thereto (other than in respect of insurance proceeds received from the Purchaser's warranty and indemnity insurance policy in relation to this Agreement); and (eiii) any reserves provided for the item in question in the Closing Balance Sheet. A Tax benefit will be considered to be recognized by the Purchaser Indemnified Party for purposes of this Section 8.03 in the Tax period in which the indemnity payment occurs, and the amount of the Tax benefit shall be determined by assuming that Purchaser Indemnified Party is in the maximum applicable statutory Tax bracket after any deduction or other allowances reportable with respect to a payment hereunder. (d) A Purchaser Indemnified Party shall give Seller prompt written notice of any claim, assertion, event or proceeding by or in respect of a third party of which such Purchaser Indemnified Party has knowledge concerning any Loss as to which such Purchaser Indemnified Party may request indemnification hereunder; provided, however, that the failure to give such notice shall not have relieve Seller from any liability under Liability or obligation pursuant to this Section 9.01 8.03 unless and only to the extent that Seller is materially prejudiced thereby. Seller shall have the right to assume, through counsel reasonably acceptable to Purchaser, the defense or settlement of any such claim or proceeding at its own expense. If Seller elects to assume the defense of any such claim or proceeding, Purchaser Indemnified Party may participate in such defense, but in such case the expenses of Purchaser Indemnified Party shall be paid by Purchaser Indemnified Party. Purchaser Indemnified Party shall provide Seller with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with Seller in the defense or settlement thereof, and Seller shall reimburse Purchaser Indemnified Party for all its reasonable out-of-pocket expenses in connection therewith; provided, however, that neither Purchaser nor Seller shall be required pursuant to this Section 8.03 to disclose any privileged information or any attorney work product. If Seller elects to assume the defense of any such claim or proceeding, Purchaser Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless Seller consents in writing to such payment or unless Seller, subject to the last sentence of this Section 8.03(d), withdraws from the defense of such asserted liability or obligation arises as unless a result of (x) any action taken or omitted to final judgment from which no appeal may be taken by or on behalf of Seller is entered against Purchaser Indemnified Party for such liability. If Seller shall fail to undertake any such defense, Purchaser Indemnified Party shall have the right to undertake the defense or settlement thereof, at Seller's expense. If Purchaser Indemnified Party assumes the defense of any such claim or proceeding pursuant to this Section 8.03(d) and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then Purchaser Indemnified Party shall give Seller prompt written notice thereof and Seller shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding. (e) Purchaser hereby acknowledges and agrees that (except in the case of fraud, in which case Purchaser reserves any and all rights and remedies available to it) its sole and exclusive remedy with respect to any and all claims relating to the subject matter of this Agreement and the transactions contemplated hereby shall be pursuant to the indemnification provisions set forth in the Tax Deed and in this Article VIII and specific performance as contemplated by Section 10.15. In furtherance of the foregoing, Purchaser hereby waives, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action it may have against Seller or any of its Affiliates arising under or based upon any Law (yincluding, without limitation, any such rights, claims or causes of action arising under or based upon common law or otherwise) with respect to any and all claims relating to the subject matter of this Agreement and the transactions contemplated hereby except as set forth in the preceding sentence (except in the case of fraud, in which case Purchaser reserves any and all rights and remedies available to it). (f) Except as expressly set forth in this Agreement, Seller is not making any representation, warranty, covenant or agreement with respect to the Shares, the Grafts Business or any other matter contained herein. Anything herein to the contrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of Purchaser, after the consummation of the purchase and sale of the Shares as contemplated hereby, to rescind this Agreement or any of the transactions contemplated hereby. (g) Purchaser acknowledges that it is not aware at the date of this Agreement (or the Closing Date as applicable) of any breach of a representation or warranty that is covered the representations and warranties given by a certificate delivered pursuant to Section 3.02(athe Seller in Article III, except for those matters set forth in the Disclosure Letter. (h) except Notwithstanding anything to the extent contrary contained herein, Seller had knowledge shall not be liable to or otherwise responsible to any other Person for consequential, incidental or punitive damages or for diminution in value or lost profits that such representation arise out of or warranty was not true and correct in all material respects when made.relate to this Agreement or the performance or breach thereof. ARTICLE IX

Indemnification by Seller. From (a) Subject to the terms and after conditions of this Article 8, and as Purchaser's sole and exclusive remedy (in contract, tort or otherwise) in connection with the Closingtransactions contemplated by this Agreement, Seller shall agrees to indemnify and hold Purchaser and its Affiliates and each of their respective officers(each, directorsa "Purchaser Indemnified Party") harmless from, employees, agents and representatives against and hold them harmless from in respect of all damages, losses, liabilities, claims, deficiencies or expenses resulting from, or arising out of, any lossof the following (collectively, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party to the extent arising from "Purchaser Claims"): (i) any breach of the representations and warranties made by Seller in this Agreement; (ii) the nonfulfillment of any representation covenant or warranty agreement of Seller contained in Sections 4.01pursuant to this Agreement, 4.02, 4.04 other than Seller's obligations under Article 6 or 4.05 Article 9; and (iii) Seller's obligations under Article 6 or Article 9 of this Agreement which survives Agreement; (iv) together with any and all actions, suits, claims, proceedings, investigations, audits, demands, assessments, fines, judgments, costs and other expenses (including, without limitation, reasonable audit and legal fees) incurred by a Purchaser Indemnified Party in connection therewith. (b) The obligations of Seller pursuant to this Section 8.1 shall: (i) terminate on (A) the Closingsix-month anniversary of the Closing Date with respect to Purchaser Claims arising under provisions identified in paragraphs (A) and (B) of subclause 8.1(b)(iii), and (B) the one-year anniversary of the Closing Date with respect to Purchaser Claims arising under provisions identified in paragraph (C) of subclause 8.1(b)(iii); provided, however, that any Purchaser Claim with respect to Liens on the Shares pursuant to Section 3.5, any Purchaser Claim with respect to Section 3.17 or any Purchaser Claim pursuant to Section 8.1(a)(iii) shall survive indefinitely except as otherwise provided in Article 6 or Article 9; (ii) any breach of any covenant of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoingexcept with respect to Purchaser Claims under paragraphs (i), (aiii) Seller shall not have any liability under clause and (iiv) of this Section 9.01 unless 6.3(a) and Section 3.17, not apply to any Purchaser Claims, or the costs of defense thereof, until the aggregate of all Losses for which Seller would be liablelosses, but for this clause liabilities, damages and expenses actually incurred by all Purchaser Indemnified Parties resulting therefrom total an aggregate of $500,000 (athe "Deductible"), exceeds on a cumulative basis an amount equal in which event this indemnity shall apply to $50,000.00all subsequent Purchaser Claims in excess of the Deductible; and (iii) except with respect to Purchaser Claims under paragraphs (i), (iii) and (iv) of Section 6.3(a) and Section 3.17, be limited to, and then only shall not, exceed, the following amounts: (A) For Purchaser Claims related to Sections 3.3, 3.8, 3.10, 3.11, 3.12, 3.13, 3.14, and 3.16, the extent indemnity applicable to said Purchaser Claims shall be the lesser of any such excess; (b) Seller shall not have any liability under clause (i) the aggregate amount of this Section 9.01 for any individual item all Purchaser Claims relating thereto, less the Deductible, or (or series ii) $200,000; (B) For Purchaser Claims related to Sections 3.4, 3.6, and 3.9 the indemnity applicable to said Purchaser Claims shall be the lesser of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) the aggregate amount of this Section 9.01 for any breach all Purchaser Claims relating thereto, less the Deductible, or (ii) $300,000; (C) For all other Purchaser Claims, the indemnity applicable to said Purchaser Claims shall be the lesser of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) the aggregate amount of this Section 9.01 shall in no event exceed ten percent all Purchaser Claims relating thereto, less the Deductible, or (10%ii) of the Base Purchase Price; and (e$1,000,000. Notwithstanding subclause 8.1(b)(i) Seller shall not have any liability under this Section 9.01 above, but subject to the extent the liability or obligation arises as a result remainder of (x) Section 8.1, any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Claim timely made in accordance with Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made8.3 shall survive until resolved.

Indemnification by Seller. From (a) Seller hereby indemnifies and after agrees to hold harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from: (i) any failure of Seller to obtain prior to the Closing any consent set forth in Schedule 4.3(c); (ii) any liabilities in respect of the lawsuits, claims, suits, proceedings or investigations set forth in Schedule 4.19, if any; (iii) any liabilities of Seller or Seller’s Affiliates (other than the Company); (iv) any liabilities specified on Schedule 9.1; (v) the failure of Seller to pay, perform or discharge any and all Transaction Costs of the Seller incurred in connection with the Transaction that were not paid prior to Closing, Seller shall indemnify Purchaser and its Affiliates and each of their respective officers, directors, employees, agents and representatives against and hold them harmless from any loss, liability, claim, damage or expense nor included in the determining Base Purchase Price; (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party to the extent arising from (ivi) any breach of any warranty or the inaccuracy of any representation or warranty of Seller contained or referred to in Sections 4.01this Agreement or any certificate delivered by or on behalf of Seller pursuant hereto or in any Seller Ancillary Agreement; or (vii) any breach by Seller of any of Seller’s covenants or agreements, 4.02or any failure of Seller to perform any of Seller’s obligations, 4.04 in this Agreement or 4.05 in any Seller Ancillary Agreement; provided, however, that: (i) Seller shall not be required to indemnify and hold harmless under clauses (vi) and (vii) of this Agreement which survives Section 9.1(a) with respect to Losses and Expenses incurred by Buyer Group Members unless the Closingaggregate amount of such Losses and Expenses subject to indemnification by Seller exceeds $100,000 (the “Indemnification Deductible”), and once such amount is exceeded, Seller shall indemnify Buyer Group Members only for the amount in excess of such Indemnification Deductible; and (ii) any breach of any covenant of in no event shall the aggregate amount required to be paid by Seller contained pursuant to this Section 9.1(a) exceed $3,000,000 (the “Indemnity Cap”). Notwithstanding the foregoing proviso or anything in this Agreement requiring performance after to the Closing Date. Notwithstanding the forgoingcontrary, (a) Seller shall not have any liability under clause Losses and Expenses incurred as a result of clauses (i) — (v) of this Section 9.01 unless 9.1(a) and inaccuracies of the aggregate representations and warranties contained in Sections 4.1, 4.2, 4.3, 4.7, 4.15, 4.20 and 6.2 shall be subject to neither the Indemnification Deductible nor the Indemnity Cap. (b) The indemnification provided for in Section 9.1(a) shall terminate on the third anniversary of all Losses for which Seller would the Closing Date (and no claims shall be liable, but for this clause (amade by any Buyer Group Member under Section 9.1(a) thereafter), exceeds except that the indemnification by Seller shall continue as to: (i) the representations and warranties set forth in Sections 4.2, 4.3, 4.15, and the covenants of Seller under Sections 2.4, 6.1, 6.2 and this ARTICLE IX as to all of which no time limitation shall apply; (ii) the representations and warranties set forth in Sections 4.7, 4.20 and 4.15, which applicable statutes of limitations shall apply, and the covenants set forth in Section 6.2, which shall survive indefinitely pursuant to Section 6.2(e) hereof; and (iii) any Loss or Expense 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, as to which the obligations of Seller shall continue until the liability of Seller shall have been determined pursuant to this ARTICLE IX, and Seller shall have reimbursed all Buyer Group Members for the full amount of such Loss and Expense in accordance with this ARTICLE IX. (c) In the event of the breach of any of the Seller’s representations and warranties that arises because of an undisclosed Company Agreement which obligates the Company to pay commissions based on sales to any of Company’s ten largest customers (by dollar volume) in 2007, Buyer’s Loss shall, in addition to the loss actually sustained by virtue of the incurrence of a cumulative basis liability or obligation to pay sales commissions, be deemed to be in an amount equal to five (5.0) times the amount that must be so paid. By way of example, if it is determined that Company is obligated to pay commissions based on sales to one of the ten largest customers that were required to be disclosed on Schedule 4.15(j), but such commissions were not so disclosed and as a consequence the Company is obligated to pay an additional $50,000.00, and then only 100,000 to the extent claimant, Buyer’s Loss shall, in addition to the liability to pay such $100,000 commission, also include $500,000, for a total of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the $600,000. In no other circumstance will Buyer’s Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure calculated to be satisfied in an amount greater than the actual out of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s pocket liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeincurred.

Indemnification by Seller. From and after Subject to the Closingremaining provisions of this Article IX, Seller shall indemnify indemnify, defend and hold Purchaser and its Affiliates and each of their respective officers, directors, employees, agents agents, advisers, representatives and representatives against and hold them Affiliates (collectively, the “Purchaser Indemnitees”) harmless from any loss, liability, claim, damage or expense and after the Closing Date for the period set forth in Section 9.1 (including reasonable legal fees any extension thereof as expressly provided for in such Section) from and expenses) (“Losses”) against any Damages incurred or suffered or incurred by any such indemnified party the Purchaser Indemnitees to the extent resulting or arising from from: (ia) any breach inaccuracy in any of the representations and warranties made herein by Seller (for this purpose disregarding any representation qualification or warranty of Seller contained in Sections 4.01limitation as to materiality or a Material Adverse Effect), 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (iib) any breach of any covenant or agreement of Seller contained in this Agreement requiring performance after made herein (other than Section 5.3(h) or Section 6.11, which shall be governed by Section 9.4) or (c) any of the Closing Datematters listed on Schedule 9.2 (but subject to the limitations set forth thereon). Notwithstanding the forgoingforegoing, with respect to Damages arising under Section 9.2(a) (except for Damages resulting from breaches of the Designated Seller Representations) and with respect to Damages arising under Item 2 listed on Schedule 9.2, (ai) Seller shall not have be liable to indemnify any liability under clause (i) of this Section 9.01 Purchaser Indemnitees against Damages unless and until the aggregate amount of all Losses for which Seller would be liable, but for this clause (a), such Damages exceeds on a cumulative basis an amount equal to $50,000.00, 25,000,000 and then only to the extent of any such excess; , and (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (dii) Seller’s maximum liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of to the Base Purchase Price; and (e) Seller Purchaser Indemnitees for Damages shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeexceed $330,000,000.

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

Indemnification by Seller. Sellers shall retain all costs, obligations and liabilities related to the Retained Obligations. From and after the Closing, each Seller Party severally (and not jointly) shall indemnify Purchaser and its Affiliates and each of their respective officers, directors, employees, agents and representatives against and hold them the Buyer Indemnified Parties harmless from and against any lossand all claims, liabilityactions, claimcauses of action, damage liabilities, damages, costs or expense expenses (including reasonable legal fees without limitation court costs and expensesconsultants and attorneys' fees) (individually a “LossesBuyer’s Indemnified Claim” and collectively “Buyer’s Indemnified Claims”) suffered arising out of: (a) the employment relationship between Seller and any of Seller’s present or incurred by former employees or the termination of any such indemnified party to the extent arising from employment relationship; (ib) any personal injury (including death) or property damage related to Seller’s ownership or operation of the Oil and Gas Properties prior to Closing; (c) the liens described on Exhibit 4.1(n); (d) any misrepresentation or breach of any warranty, covenant or agreement of Seller contained in this Agreement; or (e) the Retained Obligations. provided, however, no Seller Party shall be obligated to indemnify Buyer under this Section 12.2(d) for a misrepresentation or breach of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives (i) any individual Buyer’s Indemnified Claim unless the Closingamount of such Buyer’s Indemnified Claim exceeds $25,000, and (ii) any breach of any covenant of Seller contained in this Agreement requiring performance after Buyer’s Indemnified Claims exceeding $25,000 except to the Closing Date. Notwithstanding the forgoingextent, (a) Seller shall not have any liability under clause (i) of this Section 9.01 unless if any, that the aggregate of all Losses for which Seller would be liable, but for this clause (a), of Buyer’s Indemnified Claims exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten two percent (102%) of the Base Purchase Price; and provided, further, however, that the foregoing limitations shall not apply to Buyer’s Indemnified Claims (A) under Section 12.2(d) for any misrepresentation or breach of any Fundamental Representations or breach of any covenant or agreement in this Agreement, or (B) under Section 12.2(a), (b), (c) or (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made).

Indemnification by Seller. From (a) The Sellers, jointly and after the Closing------------------------- severally, Seller shall agree to defend, indemnify Purchaser and hold harmless Buyer, any subsidiary or affiliate thereof and its Affiliates and each of their respective officers, directors, employeesagents, agents successors and representatives assigns (the "Indemnified Buyer Group") from and against any and hold them harmless from any lossall liabilities, liability----------------------- losses, claimdamages, damage or expense claims, costs, expenses, judgments, interest and penalties (including reasonable legal including, without limitation, attorneys', accountants' and outside advisors' fees and expensesdisbursements) (“collectively, "Losses”") suffered incurred as a result of, ------ arising out of or incurred by any such indemnified party to the extent arising resulting from (i) any the breach of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives made by the Closing, Sellers and (ii) any breach of any covenant of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing(it being understood and agreed that, (a) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only notwithstanding anything to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any contrary contained herein, to determine if there has been a breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing Sellers and the Losses arising from such breach would have given rise to a failure to breach, such representation and warranty shall be satisfied of read as if it were not qualified by materiality, including, without limitation, qualifications indicating the condition to Purchaser’s obligations set forth accuracy in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 all material respects or accuracy except to the extent the liability or obligation arises as inaccuracy would not have a result of (xMaterial Adverse Effect) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (yii) any the breach of a representation any covenant or warranty that is covered agreement made by a certificate delivered Sellers and contained in this Agreement. (b) Except for inaccuracies in the representations and warranties contained in Sections 3.1, 3.2, 3.3 and 3.17, Sellers shall not be required to indemnify the Indemnified Buyer Group with respect to any claim for indemnification pursuant to Section 3.02(a) except 8.1(a)(i), unless and until the aggregate amount of all such claims against the Sellers under this Section 8.1 exceed $1,000,000, and only for amounts in excess of such amount, provided that the aggregate liability of Sellers to the extent Indemnified Buyer Group hereunder shall not exceed the Aggregate Purchase Price and the aggregate liability of each Seller had knowledge that other than Xxxxxx Xxxxx and Xxxxxxx X. Xxxxxx shall not exceed the Aggregate Purchase Price paid to such representation or warranty was not true and correct in all material respects when madeSeller.

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

Indemnification by Seller. From (a) Seller hereby agrees that from and after the ClosingClosing it will indemnify, Seller shall indemnify Purchaser defend and hold harmless Purchaser, its Affiliates and each of their respective directors, officers, directorsemployees (other than Transferred Business Employees), employeesand their successors and permitted assigns, agents and representatives each in their capacity as such from, against and hold them harmless from in respect of any lossdamages, liabilitylosses, claimcharges, damage or expense suits, proceedings, payments, judgments, settlements, interest, penalties, and costs and expenses (including reasonable legal fees and expenses) (collectively, “Losses”) imposed on, sustained, incurred or suffered by Purchaser or incurred by any such indemnified its Affiliates and their respective directors, officers, employees (other than Transferred Business Employees), and their successors and permitted assigns, each in their capacity as such, whether in respect of third-party to claims, claims between the extent parties hereto, or otherwise, directly or indirectly relating to, or arising from out of: (i1) any breach of any representation or warranty made by Seller under Article V (disregarding for purposes of Seller contained determining the amount of any Losses (but not for purposes of determining whether there has been a breach) any qualification on any such representation or warranty as to “materiality,” “in Sections 4.01, 4.02, 4.04 all material respects,” “Material Adverse Effect” or 4.05 of this Agreement which survives the Closing, and similar materiality qualifications); (ii2) any breach of any covenant of or agreement to be performed by Seller contained in pursuant to this Agreement requiring performance after for the Closing Date. Notwithstanding period such covenant or agreement survives; or (3) any of the forgoing, (a) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; Excluded Liabilities. (b) Seller shall not have any liability under clause Section 12.2(a)(1) (iother than with respect to Fundamental Representations) of this Section 9.01 for (1) Losses for any individual item claim (or series group of directly related itemsclaims) where the Loss relating thereto is that amount to less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase PriceDeductible (as defined below) (each a “de minimis loss”) or (2) unless and until the aggregate amount of the indemnifiable Losses (including all Losses attributable to Seller and excluding any de minimis loss) exceeds an amount equal to one percent (1%) of the amount calculated pursuant to Section 3.1(a), and then only for Losses in excess of that amount (the “Deductible”); and (e) provided that in no event shall the aggregate indemnification to be paid by Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted pursuant to be taken by Purchaser or any Section 12.2(a)(1) (other than with respect to Fundamental Representations) exceed an amount equal to five percent (5%) of its Affiliates the amount calculated pursuant to Section 3.1(a) (the “General Cap”) or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a12(a)(2) except to exceed the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madePurchase Price.

Indemnification by Seller. From and after the Closing, Seller shall indemnify Purchaser and hold harmless each of Buyer and its Affiliates and each of their respective officersRepresentatives (collectively, directorsthe “Buyer Indemnitees”) from and against any and all liabilities and obligations, employeesTaxes, agents losses or damages (whether absolute, accrued, conditional or otherwise) and representatives against out-of-pocket expenses and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal and documented attorneys’ and accountants’ fees and expenses) , whether involving a Third Party Claim or a claim solely between the Parties (collectively, “Losses”), resulting from or arising out of: 9.1.1 any breach of or inaccuracy in any representation or warranty made by Seller or the Press Sellers in Article 3 (other than Section 3.20, which shall be governed exclusively by Section 10.5); 9.1.2 any breach or failure of Seller or the Press Sellers to perform any covenant or agreement hereunder (other than a covenant or agreement set forth in Section 5.1.1(vii) or Article 10, which shall be governed exclusively by Article 10); 9.1.3 the matters set forth on Schedule 9.1.3; 9.1.4 the matters set forth on Schedule 9.1.4; 9.1.5 the matters set forth on Schedule 9.1.5; and 9.1.6 any and all Excluded Liabilities and any and all reasonable Losses suffered or incurred by any Buyer Indemnitees in respect of such indemnified party to the extent arising from (i) any breach Excluded Liabilities. The rights of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any breach of any covenant of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have any liability each Buyer Indemnitee under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items 9.1 shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have affected by any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser Buyer or any of its Affiliates or (y) after the Cutoff Time of any breach of a representation representation, warranty, covenant or warranty that is covered by a certificate delivered pursuant to agreement, whether such knowledge came from Seller, any Press Seller or any other Person, or any waiver of any condition set forth in Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made7.

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

Indemnification by Seller. From Subject to the terms and after the Closingconditions of Section 5.6 and this Article VII, Seller shall indemnify Purchaser and Purchaser, its Affiliates affiliates and each of their respective officers, directors, employeesemployees and agents against, agents and representatives against and hold them harmless from from, any lossclaims, liabilitydemands, claimjudgments, damage actions or expense causes of action, liabilities, obligations, damages, losses, deficiencies, assessments, costs, penalties, interest and expenses (including including, without limitation, the reasonable legal fees and expensesexpenses of counsel) (“collectively, "Losses”") suffered or incurred by any such indemnified party entitled to indemnification (the "Indemnified Party") to the extent arising from or in connection with, (ia) if the Closing occurs, any breach of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closingor in any certificate expressly required to be delivered pursuant hereto, and (iib) any breach of any covenant of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoingAgreement; provided, (a) however, that Seller shall not have any liability under clause (i) of this Section 9.01 7.1 for any individual Loss of less than 10,000,000 Yen and unless the aggregate of all Losses relating thereto for which Seller would be liablewould, but for this clause (a)proviso, be liable exceeds on a cumulative basis an amount equal to $50,000.00, 125,000,000 Yen (and then only to for such amount in excess thereof); and provided further, however, that the extent aggregate liability of any such excess; (b) Seller under this Section 7.1 shall not have any liability under clause (i) in respect of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes a breach of the foregoing clause (arepresentations set forth in Sections 2.2 or 2.3(a) of this Section 9.01; Agreement, be limited to the Purchase Price plus reasonable out-of-pocket fees and expenses of Purchaser actually incurred in connection with this transaction (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge indemnification of such breach at the time of the Closing fees and such breach would have given rise to a failure expenses to be satisfied of the condition limited to Purchaser’s obligations set forth in Section 3.01(a); (d100,000,000 Yen) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (eii) Seller shall not have any liability under this Section 9.01 in respect of all other breaches, be limited to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made2,250,000,000 Yen.

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

Indemnification by Seller. From and after the Closing, (a) Seller shall agrees to indemnify Purchaser and its Affiliates and each of their respective officers, directors, employees, agents and representatives against and hold them harmless each Buyer Group Member from and against any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or all Losses and Expenses incurred by any such indemnified party to the extent Buyer Group Member in connection with or arising from from: (i) any breach by Seller of any representation of its covenants in this Agreement or warranty in any Seller Ancillary Agreement; (ii) any failure of Seller contained to perform any of its obligations in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and or in any Seller Ancillary Agreement; or (iiiii) any breach of any covenant warranty or the inaccuracy of any representation of Seller contained or referred to in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, (a) or any certificate delivered by or on behalf of Seller shall not have any liability pursuant hereto; provided that without limitation of Seller's indemnification obligations under clause (i) or (ii) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause subsection (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability be required to indemnify and hold harmless under clause (iiii) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause subsection (a) with respect to Loss and Expense incurred by Buyer Group Members as a result of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty inaccuracies only if Purchaser had knowledge such Loss and Expense exceeds $200,000 in the aggregate, but if in excess of such breach at amount, then for the time entire amount of the Closing such Loss and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase PriceExpense without deduction; and (e) Seller shall not have any provided further that Sellers' total liability under this Section 9.01 10.1 shall not exceed an aggregate of $7,000,000. (b) The indemnification provided for in this Section 10.1 shall terminate on the earlier of the Repurchase Closing Date or the first anniversary of the Closing Date (and no claims shall be made by any Buyer Group Member under this Section 10.1 thereafter), except that the indemnification by Seller shall continue as to: (i) the representations and warranties set forth in Sections 4.2 (b), 4.6, 4.9 and 4.10 and the covenants of Seller set forth in Sections 7.4, 7.5, 7.6, and 7.10, as to all of which no time limitation shall apply; and (ii) any Loss or Expense of which any Buyer Group Member has notified Seller in accordance with the requirements of Section 10.3 on or prior to the extent date such indemnification would otherwise terminate in accordance with this Section 10.1, as to which the obligation of Seller shall continue until the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered Seller shall have been determined pursuant to Section 3.02(a) except to this Article X, and Seller shall have reimbursed all Buyer Group Members for the extent Seller had knowledge that full amount of such representation or warranty was not true Loss and correct Expense in all material respects when made.accordance with this Article X.

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

Indemnification by Seller. From and after the Closing, (a) Seller shall indemnify Purchaser and its Affiliates affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives against ("Purchaser Indemnified Parties") against, and hold them harmless from from, any loss, liability, claim, diminution in value, damage or expense (including reasonable legal fees and expensesexpenses and including reasonable expenses incurred by an indemnified party by reason of the enforcement and protection of its rights under this Agreement) (“"Losses”) suffered "), arising from, in connection with or incurred by any such indemnified party to the extent arising from otherwise with respect to: (i) any breach of any representation or warranty of Seller contained in this Agreement, in any Ancillary Agreement or in any document delivered in connection herewith (it being agreed and acknowledged by the parties that for purposes of Purchaser's right to indemnification pursuant to this Section 8.01 the representations and warranties of Seller (other than the representations and warranties contained in Sections 4.013.03, 4.023.05(a) (including to the extent referred to in Section 3.06(a)), 4.04 the last sentence of 3.06(a), 3.06(d), the first sentence of 3.07(a), 3.08(a), 3.16(e), 3.19, 3.23, 3.24, 3.25 and 3.31) shall be deemed not qualified by any references therein to materiality generally or 4.05 of this Agreement which survives the Closing, and to whether or not any breach results or may result in a Seller Material Adverse Effect); (ii) any breach of any covenant of Seller contained in this Agreement requiring or in any Ancillary Agreement; (iii) any Excluded Liability (including any Pre-Closing Environmental Liability and Unknown Pre-Closing On-Site Environmental Liability, except to the extent provided in Section 8.01(c) with respect to Minor Pre-Closing On-Site Environmental Liabilities), regardless of whether there has been any disclosure to Purchaser or a breach of any related representation or warranty; (iv) fraudulent transfer laws or the failure to comply with statutory provisions relating to bulk sales and transfers; (v) any fees, expenses or other payments incurred or owed by Seller to any brokers, financial advisors or other comparable persons retained or employed by it in connection with the transactions contemplated by this Agreement or by any Ancillary Agreement; (vi) claims by officers and directors of any member of the Seller Group in connection with their service as officers and directors and their resignation or removal from office in connection with the Acquisition; (vii) the grant, issuance, cancelation, termination or settlement of any stock appreciation rights, stock options, restricted stock, performance after shares or units or other incentive compensation involving capital stock of Seller or any of its affiliates or the performance or value of Seller or any of its affiliates or their capital stock granted to employees of any member of the Seller Group; (viii) any Cross-Border Lease or the assignment, novation, termination or continuation of any Cross-Border Lease (including in respect of any obligation, including any payment obligation (including any termination payment or indemnification payment) under, or any breach by any party of its obligations under, any Cross-Border Lease) except to the extent specifically provided otherwise in a Cross-Border Lease Assumption with respect to such Cross-Border Lease; (ix) the termination, redemption, repayment or defeasance by Seller of any tax-exempt bond financing arrangement; (x) any shutdown or discontinuance of operations by Seller involving the Brainerd Facility; (xi) any employee protective conditions, whether imposed by the STB or predicated on the Railway Labor Act or the Labor Agreements; (xii) any IRB Financing (whether due to any action or failure to act by Purchaser, Seller or any other person or otherwise); (xiii) subject to Section 8.03(b), any Violation that is Cured, or deemed to be Cured, pursuant to Section 6.05; (xiv) the absence of a documented right of access to the Xxxxxxx Xxxxxxxx assuring a perpetual right to use the access roads used on the date hereof between the Xxxxxxx Xxxxxxxx and State Highway 45; (xv) uncertainty of the locations of boundaries and right-of-way lines with respect to the Railroad Parcels; (xvi) the matters described in the letter dated March 13, 2002, from Seller to FERC, included on Schedule 3.13; or (xvii) any failure by Seller to transfer to Purchaser title to any Acquired Asset related to the Sale/Leaseback IRB Financing within 30 days following the Closing Date. Notwithstanding Date in accordance with Section 5.23 or any inability of Purchaser to use or operate any such Acquired Asset prior to such transfer substantially as used and operated by Seller on the forgoing, date hereof. (ab) Seller shall not have any liability liability: (i) under clause (i) of this Section 9.01 8.01(a) (or under clause (ii) of Section 8.01(a) in respect of any breach of the covenant contained in Section 5.01(b), 5.01(c)(vii)(A), or Section 5.10) unless the aggregate of all Losses for which Seller would be liableit would, but for this clause (ai), be liable exceeds on a cumulative basis an amount equal to $50,000.005,000,000, and then only to the extent of any such excess; (ii) under clause (i) of Section 8.01(a) (or under clause (ii) of Section 8.01(a) in respect of any breach of the covenant contained in Section 5.01(b), 5.01(c)(vii)(A), or Section 5.10) for any individual items where the Loss relating thereto is less than $20,000 on an individual basis (or as part of a group of related claims, or claims that, although unrelated, originate from a common set of facts), unless the aggregate of all such Losses exceeds on a cumulative basis $1,000,000, and then only to the extent of such excess; (iii) under clause (i) of Section 8.01(a) (or under clause (ii) of Section 8.01(a) in respect of any breach of the covenant contained in Section 5.01(b), 5.01(c)(vii)(A), or Section 5.10) in excess of $150,000,000; or (biv) under Section 8.01(a)(iii) for any Losses arising out of any required assumption or any imposition of a Labor Contract or any term or condition thereof on Purchaser unless such assumption or imposition was caused by any action or failure to act (whether prior to, on or after the date hereof) by any member of the Seller Group or any of its employees, representatives or agents (including the entering into of any Labor Contract, other than the Labor Agreements); provided that (x) the foregoing limitations shall not be applicable to indemnity claims relating to representations or warranties relating to title to the Acquired Assets in Sections 3.05, 3.06, 3.07, 3.10 or 3.29 or in any Ancillary Agreement or any other transfer document delivered in connection herewith or relating to breaches under Section 3.16 (or Section 5.10, to the extent relating to Section 3.16) or Section 9(a) of the Wood Supply Agreement or Section 8(a) of the Paper Supply Agreement or Clause 9.1(i) of the Cross-Border Indemnity Agreement and (y) the limitation in clause (iii) shall not be applicable to indemnity claims relating to breaches under Section 3.15 or 3.20(b) (or Section 5.10 to the extent relating to Section 3.15 or 3.20(b); provided, further, that, anything herein to the contrary notwithstanding, Seller shall have no liability under Section 8.01(a)(i) or (a)(ii) for any breach of an Ancillary Agreement to the extent such Ancillary Agreement expressly limits Seller's liability for such breach (and then only to the extent of such limitation). (c) Without limiting any liability of Seller under clause (i) of Section 8.01(a), Seller shall not have any liability under clause (iiii) of this Section 9.01 8.01(a) for any individual item (or series an Unknown Pre-Closing On-Site Environmental Liability if the aggregate of related items) where the Loss all Losses relating thereto to such Unknown Pre-Closing On-Site Environmental Liability is less than $10,000.00 50,000 on an individual basis (or as part of a group of related claims or claims that, although unrelated, originate from a common set of facts) (a "Minor Pre-Closing On-Site Liability") unless the aggregate for all such Losses relating to all such Minor Pre-Closing On-Site Liabilities exceeds on a cumulative basis $250,000 and such` items then Seller shall not be aggregated have liability for purposes all Losses (other than such initial $250,000) relating to Unknown Pre-Closing On-Site Liabilities. The term "Unknown Pre-Closing On-Site Environmental Liabilities" shall mean any cost or expense of investigation or cleanup of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of Premises after the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises Date as a result of any loss, claim, demand, requirement, lawsuit, responsibility, liability, obligation or commitment arising out of Environmental Laws (x) any action taken or omitted other than with respect to be taken by Purchaser or any of its Affiliates the matters disclosed on Schedule 1.03(b)(xxi), Schedule 3.13 or (ySchedule 3.20(b) and related to any breach condition of the Premises existing on or prior to the Closing Date which condition at any time requires investigation or cleanup, but only if such loss, claim, demand, requirement, lawsuit, responsibility, liability, obligation or commitment relates solely to investigation or cleanup of the Premises. In the event Seller would be required under any Environmental Law to undertake investigation or cleanup of the Premises in respect of a representation or warranty that is covered by a certificate delivered Minor Pre-Closing On-Site Liability for which Seller would not, pursuant to this Section 3.02(a) except 8.01(c), have liability, Purchaser shall, to the extent Seller had knowledge requested in writing by Seller, undertake such investigation or cleanup (at its own cost and expense provided that the aggregate Losses relating to such representation or warranty was Minor Pre-Closing On-Site Liability do not true exceed $50,000 and correct subject to such $250,000 limit). For the avoidance of doubt, the aggregate Losses excluded from clause (iii) of Section 8.01(a) shall not exceed $250,000 and no Losses shall be excluded from clause (iii) of Section 8.01(a) in respect of any Unknown Pre-Closing On-Site Liability if the aggregate of all material respects when madeLosses related thereto exceed $50,000.

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

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

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

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

Indemnification by Seller. (a) From and after the Closing, Seller shall indemnify Purchaser and its Affiliates (including the Transferred Entities) and each of their respective officers, directors, employees, agents and representatives representatives, and their respective permitted successors and assigns (the “Purchaser Indemnitees”) against and hold them harmless from any loss, liabilityLiability, claim, damage damage, interest, fine or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party Purchaser Indemnitee to the extent arising from from: (i) (i) any breach of (A) any representation or warranty of Seller contained in this Agreement or any certificate delivered pursuant to this Agreement which survives the Closing (other than with respect to the representations and warranties contained in Sections 4.11(b) and 4.16), (B) any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 4.11(b) and 4.16 or 4.05 of in a certificate delivered pursuant to this Agreement which survives the Closing, Closing solely to the extent and only to the extent relating to such representations; provided that the phrase “have a Seller Material Adverse Effect” as used in Sections 4.11(b) and 4.16 (and in any such certificate solely to the extent and only to the extent relating to such representations) shall be deemed to be replaced by the words “be material to the Business in the aggregate” or (C) any covenant of Seller contained in this Agreement requiring performance on or prior to the Closing Date; (ii) any breach of any covenant of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing; and (iii) any Excluded Liability; provided, (a) Seller however, that this Section 10.01 shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 provide for any individual item indemnification arising out of or relating to Taxes (or series which are the subject of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a10.03); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made.

Indemnification by Seller. From (a) Subject to Sections 7.3(b) and after the Closing7.6, Seller shall indemnify the Purchaser Parties, the Acquired Companies and its Affiliates and each of their respective officersAffiliates (the “Purchaser Indemnified Parties” and, directorscollectively with the Seller Indemnified Parties, employees, agents and representatives against and hold them harmless the “Indemnified Parties”) from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or Losses incurred by or asserted against any such indemnified party of the Purchaser Indemnified Parties, to the extent arising resulting from (i) any breach of any representation or warranty of made by Seller contained in Article III or the certificate delivered pursuant to Section 6.2(a) (disregarding for this purpose all references to “material,” “materiality” or “Company Material Adverse Effect,” other than any such references in (x) clauses (B) and (C) of Sections 4.013.7(a) and (b), 4.02(y) Sections 3.7(d), 4.04 or 4.05 of this Agreement which survives the Closing3.7(e), 3.8, 3.10(e), 3.12(d) and 3.20(c)(iii), and (z) any representation or warranty made by Seller contained in Article III to the effect that it contains a list of specified items or that a corresponding section of the Seller Disclosure Schedule sets forth a list of specified items), (ii) any breach of any covenant or agreement of Seller contained in this Agreement requiring performance after (other than Section 5.4), (iii) any liability for Taxes of either Acquired Company for any taxable year or period (or portion thereof) that ends on or before the Closing Date (other than Transfer Taxes, if any, arising out of or in connection with the transactions contemplated by this Agreement or the Ancillary Agreements), (iv) any liability for Taxes, for any taxable year that begins on or before the Closing Date. Notwithstanding , of any consolidated, affiliated, combined, unitary, or similar group for Tax purposes of which either Acquired Company was a member on or prior to the forgoingClosing Date pursuant to Treasury Regulations Section 1.1502-6 or any comparable provision of state, local, or foreign income Tax law, (av) any liability for which Seller shall is liable pursuant to Section 5.4(a) for Transfer Taxes arising out of or in connection with the transactions contemplated by this Agreement or the Ancillary Agreements, (vi) any breach of any covenant or agreement of Seller contained in Section 5.4, and (vii) any liability for Taxes with respect to the “Separate Account Assets” (as defined in the Variable Universal Life Business Coinsurance and Modified Coinsurance Agreement and the Variable Annuity Business Coinsurance and Modified Coinsurance Agreement) in connection with any position taken pursuant to Section 5.4(i)(iii), net of (A) any Tax benefit realized that would not have otherwise been realized or (B) any reduction in liability under clause for Taxes that would not have otherwise been realized. (ib) No Claim Notice may be submitted by any Purchaser Indemnified Party with respect to any Loss, nor shall Seller be required to indemnify any Purchaser Indemnified Party against any Loss in respect of this Section 9.01 such Claim Notice, unless the aggregate amount to be paid out in respect of all such Claim Notice exceeds the Initial Threshold; provided, however, that any series of Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only relating to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 same facts and such` items shall not circumstances will be aggregated for purposes of determining whether such Losses exceed the foregoing clause (a) of this Section 9.01; (c) Initial Threshold. Seller shall not have any liability under clause (i) of this Section 9.01 be liable to the Purchaser Indemnified Parties for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 Losses solely to the extent such Losses exceed the liability or obligation arises as a result of (x) any action taken or omitted Deductible, up to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except an aggregate maximum amount equal to the extent Indemnity Cap. Notwithstanding the foregoing, Losses resulting from Sections 7.3(a)(i) (solely with respect to Fundamental Representations made by Seller had knowledge or representations and warranties made by Seller contained in Sections 3.10 and 3.12(d)), (ii), (iii), (iv), (v), (vi) and (vii) shall not be subject to or taken into account in determining the Initial Threshold or the Deductible or be subject to the Indemnity Cap; provided, however, that such representation or warranty was not true and correct in all material respects when madeSeller shall be liable to the Purchaser Indemnified Parties for Losses resulting from Section 7.3(a)(i) (solely with respect to Fundamental Representations made by Seller) up to an aggregate maximum amount equal to the Closing Purchase Price.

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

Indemnification by Seller. From and after the Closing(a) Subject to Section 1.6(c), Seller shall indemnify Purchaser and its Affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives against against, and hold them harmless from from, any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“"Losses”) suffered or "), as incurred by any such indemnified party (payable promptly upon written request), to the extent arising from from: (i) any breach of any representation or warranty of Seller that survives the Closing and is contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives (including the ClosingSchedules), and the Seller's Officer's Certificate or in any Related Instrument (other than the Supply Agreements); (ii) subject to the provisions of Section 7.7(b), any breach of any covenant of Seller contained in this Agreement requiring performance after or in any Related Instrument (other than the Closing Date. Notwithstanding Supply Agreements); (iii) any Excluded Liability; 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 forgoing, transactions contemplated by this Agreement or by any Related Instrument. (ab) Seller shall not be required to indemnify any Person, and shall not have any liability liability: (i) under clause (i) of this Section 9.01 7.2 (a) unless the aggregate of all Losses for which Seller would be liablewould, but for this clause (ai), be liable exceeds on a cumulative basis an amount equal to $50,000.002,000,000, and then only to the extent of any such excess; ; (bii) Seller shall not have any liability under clause (i) of this Section 9.01 7.2(a) for any individual item items (or series of related individual items) where the Loss relating thereto is less than $10,000.00 and such` 50,000, in which case such items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a7.2(b); ; (diii) Seller’s liability under clause (i) of this Section 9.01 shall 7.2(a) in no event exceed ten percent excess of an amount equal to $25,000,000; and (10%iv) under clause (i) of the Base Purchase Price; and (eSection 7.2(a) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) is directly caused by any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made.Affiliates;

Indemnification by Seller. From and after the Closing(a) Subject to Section 12.2(b), Seller shall indemnify Purchaser and its Affiliates hold harmless Madden, each of the Companies, and each of their respective officersstockholders, directors, officers, employees, agents and representatives representatives, and the successors and assigns of each of the foregoing (collectively, the "Madden Indemnified Parties") from and against and hold them harmless from any lossLoss incurred or suffered by such Person as a result of or arising from, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party to the extent arising from without duplication: (i) any a breach by Seller 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; and (ii) a failure by Seller to perform or comply with any covenant or agreement on the part of Seller contained herein or in Sections 4.01the Earn-Out Agreement. Any amount paid pursuant to this Section 12.2(a) shall be paid to Madden or, 4.02at Madden's election, 4.04 to a Company or 4.05 of this Agreement which survives the ClosingCompanies and shall be the amount required to put Madden or the Companies, and 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. (iib) any breach of any covenant of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, Section 12.2(a): (ai) Seller shall not have any liability obligation to indemnify the Madden Indemnified Parties from and against any Loss under clause (i) of this Section 9.01 unless 12.2(a) until the Madden Indemnified Parties have suffered aggregate Losses, by reason of all Losses for which such breaches, in excess of one hundred fifty thousand dollars ($150,000); provided that such threshold shall not apply to any Loss as a result of, arising from or in connection with a breach by Seller would be liableof a representation or warranty contained in Sections 4.1, but for this clause 4.2, 4.3, 4.6, 4.20 or 4.23; and (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (bii) Seller shall not have any liability obligation to indemnify the Madden Indemnified Parties from and against any Loss under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause 12.2 (a) to the extent the aggregate Losses the Indemnified Parties have suffered by reason of this Section 9.01all such breaches exceed fourteen million dollars ($14,000,000), plus any amounts earned by Seller pursuant to the Earn-Out Agreement; (c) Seller provided that such aggregate limit shall not have apply to any liability under clause (i) of this Section 9.01 for any Loss as a result of, arising from or in connection with a breach by Seller of a representation or warranty if Purchaser had knowledge of 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, Seller shall indemnify and hold harmless the Madden Indemnified Parties, without limitation, from and against any and all Losses incurred or suffered by such breach at the time of Person after the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises Date as a result of (x) or arising from any action taken fraudulent act or omitted to be taken willful or intentional misconduct by Purchaser or any either of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except the Companies prior to the extent Seller had knowledge that such representation Closing Date or warranty was not true and correct in all material respects when madeby Seller.

Indemnification by Seller. From (a) Seller agrees, subject to the other terms and after the Closingconditions of this Agreement, Seller shall to indemnify Purchaser Buyer and its Affiliates and each of their respective officers, directorsdirectors and Affiliates (each, employees, agents and representatives a "Buyer Indemnified Party") against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party to the extent arising from of any Losses resulting from: (i) any the breach of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and section 2 (as determined after giving effect to any Supplement); (ii) any breach of any covenant or agreement of Seller contained in this Agreement requiring performance after Agreement; (iii) any Retained Liabilities; or (iv) any Retained Assets. (b) Except for claims of actual intentional fraud, the Closing Date. Notwithstanding the forgoing, (a) indemnification obligations of Seller shall not have any liability under clause pursuant to section 6.02 will be limited as follows: (i) of this Section 9.01 unless Seller will have no obligation to provide any indemnification until the aggregate dollar amount of all Losses for which Seller that would otherwise be liable, but for this clause indemnifiable pursuant to section 6.02 exceeds 0.75% of the Purchase Price (athe "Deductible Amount"), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent such aggregate amount exceeds the Deductible Amount; provided, however, that Seller will have no obligation to provide any indemnification for any individual claim for Losses of less than $25,000, and this section 6.02(b)(i) will not apply to any claims with respect to the breach of Fundamental Representations; (ii) Seller will not be obligated to indemnify any Buyer Indemnified Party pursuant to section 6.02 for any amount of indemnifiable Losses in excess of 15% of the Purchase Price in the aggregate; and (iii) No indemnification will be payable to a Buyer Indemnified Party with respect to claims asserted by such Buyer Indemnified Party pursuant to section 6.02 after the Indemnification Termination Date, regardless of when the claim accrued or the circumstances that resulted in the claim being asserted after the Indemnification Termination Date; provided, that in the case of such claims that arise from or result from, or are directly or indirectly connected with, any breach of any of the Fundamental Representations, no indemnification will be payable after the Fundamental Representations Termination Date, regardless of when the claim accrued or the circumstances that resulted in the claim being asserted after the Fundamental Representations Termination Date. In the event a claim has been properly made on or prior to the Indemnification Termination Date or Fundamental Representations Termination Date, as applicable, and such claim is unresolved as of the Indemnification Termination Date or Fundamental Representations Termination Date, as applicable, then the right to indemnification with respect to such claim will remain in effect until such matter has been finally determined. (c) The amount of any and all Losses recoverable under this section 6.02 will be determined net of any amounts actually recovered by any Buyer Indemnified Party under or pursuant to any insurance policy, indemnity, reimbursement arrangement or contract pursuant to which or under which such Buyer Indemnified Party is a party or has rights. (d) A Buyer Indemnified Party will give Seller written notice of any claim, assertion, event or proceeding by or in respect of a third party as to which such Buyer Indemnified Party may request indemnification hereunder or as to which the Deductible Amount may be applied as soon as is practicable and in any event within 15 days of the time that such Buyer Indemnified Party learns of such claim, assertion, event or proceeding; provided, however, that the failure to so notify Seller will not affect rights to indemnification hereunder except to the extent that Seller is prejudiced by such failure. Seller will have the right to direct, through counsel of its own choosing, the defense or settlement of any such excessclaim or proceeding at its own expense; provided that Seller will not be entitled to assume such defense if such claim involves or is reasonably likely to result in a criminal proceeding or an investigation by a Government Authority against a Buyer Indemnified Party (ba "Seller Excluded Matter"). If Seller elects to assume the defense of any claim or proceeding pursuant to this section 6.02(d), Seller will consult with the Buyer Indemnified Party for the purpose of allowing the Buyer Indemnified Party to participate in such defense, but in such case the expenses of the Buyer Indemnified Party will be paid by the Buyer Indemnified Party. A Buyer Indemnified Party will provide Seller with reasonable access to their records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and will otherwise cooperate with Seller in the defense or settlement thereof, and Seller will reimburse the Buyer Indemnified Party for its reasonable out of pocket expenses in connection therewith. If Seller elects to direct the defense of any such claim or proceeding, the Buyer Indemnified Party will not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability, unless Seller consents in writing to such payment. If Seller fails to defend (including on account of a claim being a Seller Excluded Matter) or if, after commencing or undertaking any such defense, Seller shall fails to prosecute or withdraws from such defense, the Buyer Indemnified Party will have the right to undertake the defense or settlement thereof, at Seller's expense. If the Buyer Indemnified Party assumes the defense of any such claim or proceeding pursuant to this section 6.02(d) and proposes to settle such claim or proceeding prior to a final judgment thereon or to forego any appeal with respect thereto, then the Buyer Indemnified Party will give Seller prompt written notice thereof and Seller will have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding. (e) Each Buyer Indemnified Party will take all commercially reasonable steps to mitigate Losses for which indemnification may be claimed by them pursuant to this Agreement upon and after becoming aware of any event that could reasonably be expected to give rise to any such Losses. (f) Anything herein to the contrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein will give rise to any right on the part of Buyer or a Buyer Indemnified Party, after the consummation of the Transactions, to rescind this Agreement or any of the Transactions. (g) Buyer Indemnified Parties will not be entitled to recover or make a claim for Losses with respect to liabilities to a third party or Government Authority if such third party claim was instigated or encouraged by the actions of Buyer or any of its Affiliates. (h) Anything herein to the contrary notwithstanding, Seller will not have any liability under clause any provision of this Agreement for any consequential, incidental or indirect damages, diminution in value damages, lost profits or punitive, special or exemplary damages, and in particular, without limitation, no "multiple of profits" or "multiple of cash flow" or similar valuation methodology will be used in calculating the amount of any Losses. Any liability for indemnification under this section 6.02 will be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement. For clarity, nothing in this section 6.02(h) shall preclude a recovery by Seller under this section 6.02 with regards to direct and foreseeable Losses. (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 Anything herein to the extent the liability or obligation arises as a result of (x) contrary notwithstanding, any action taken or omitted indemnification provided to any Buyer Indemnified Party with respect to taxes will be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant limited to Section 3.02(a) except taxes attributable to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madepre-Closing periods.

Indemnification by Seller. From (a) Except with respect to Tax matters addressed in Section 8.1, which matters shall be governed by Section 8.1, from and after the Closing, Seller shall agrees to indemnify Purchaser and its Affiliates and each of their respective officers, directors, employees, agents and representatives against and hold them harmless each Buyer Group Member from and against any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or all Losses incurred by any such indemnified party to the extent Buyer Group Member in connection with or arising from from: (i) any breach of any warranty or the inaccuracy of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and Agreement; (ii) any breach by Seller of, or failure by Seller to perform, any of any covenant of Seller its covenants or obligations contained in this Agreement requiring performance after Agreement; (iii) the Closing Date. Special Distribution and any and all liabilities or other obligations of WHS; and (iv) the matter set forth on Schedule 11.2(a)(iv). (b) Notwithstanding the forgoingforegoing, (a) except with respect to Tax matters addressed in Section 8.1, which matters shall be governed by Section 8.1, and except with respect to Fundamental Representations, Seller shall not have any liability only be required to indemnify and hold harmless under Section 11.2(a)(i) with respect to Losses incurred by Buyer Group Members to the extent that: (i) the amount of Loss suffered by Buyer Group Members related to each individual claim exceeds fifty thousand dollars ($50,000) (it being understood that such fifty thousand dollars ($50,000) shall be a deductible for which Seller shall bear no indemnification responsibility); (ii) the aggregate amount of such Losses (other than Losses excluded by clause (i) of this Section 9.01 unless the aggregate of all Losses above) exceeds three million dollars ($3,000,000) (it being understood that such three million dollars ($3,000,000) shall be a deductible for which Seller would shall bear no indemnification responsibility); and (iii) the aggregate amount required to be liablepaid by Seller pursuant to Section 11.2(a)(i) and, but for this clause (aas specified in Section 11.2(c), exceeds on a cumulative basis an pursuant to Section 11.2(a)(iv) shall not exceed seventy-five million dollars ($75,000,000). (c) Notwithstanding the foregoing, the aggregate amount equal required to $50,000.00, and then only be paid to the extent of any such excess; (b) Seller shall not have any liability under clause Buyer Group Members (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a11.2(a)(i) except with respect to any breach or inaccuracy of any Fundamental Representation shall not exceed the extent Seller had knowledge that such representation or warranty was Purchase Price and (ii) pursuant to Section 11.2(a)(iv) and, as specified in Section 11.2(b)(iii), Section 11.2(a)(i) shall not true and correct in all material respects when madeexceed seventy-five million dollars ($75,000,000).

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

Indemnification by Seller. From Subject to the provisions of this Article VI, from and after the Closing, Seller shall indemnify Purchaser and CTI, shall, jointly and severally, indemnify, defend and hold harmless Buyer and its Affiliates and each of their respective officers(collectively, directors, employees, agents and representatives against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (the “LossesBuyer Indemnitees”) suffered from and against Losses, without duplication, whether or not involving a Third Party Claim, suffered, sustained, incurred or paid by any such indemnified party to the extent arising Buyer Indemnitee which arise out of, result from or relate to: (ia) any breach of any representation or warranty made by Seller and CTI in this Agreement (other than the Special Representations and Warranties in Article III) (it being understood that for purposes of Seller this Article VI, such representations and warranties, other than the representations and warranties contained in Sections 4.013.6, 4.023.8, 4.04 3.10 (other than Section 3.10(b)), 3.12, 3.14 and 3.16, shall be interpreted without giving effect to any qualifications or 4.05 limitations as to “materiality”, “Material Adverse Effect” or terms of similar import); (b) any breach of any Special Representations and Warranties in Article III (it being understood that for purposes of this Agreement which survives Article VI, such representations and warranties (other than the Closingrepresentations and warranties contained in Section 3.1(b)) shall be interpreted without giving effect to any qualifications or limitations as to “materiality”, and “Material Adverse Effect” or terms of similar import); (iic) any breach of any covenant of made by Seller contained and CTI in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, (a) other than any covenant made by Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (aand CTI in Sections 2.5(e), exceeds on a cumulative basis an amount equal to $50,000.00, 5.3 and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a5.8); ; (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation any covenant made by Seller and CTI in Sections 2.5(e), 5.3 and 5.8; (e) any claim by any Person for brokerage or warranty that is covered finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by a certificate delivered pursuant to Section 3.02(a) except any such Person with Seller or, prior to the extent Closing, Seller had knowledge that such representation (or warranty was not true and correct any Person acting on their behalf) in all material respects when madeconnection with any of the transactions contemplated hereby; (f) the Excluded Assets; or (g) the Excluded Liabilities.

Indemnification by Seller. From and after Subject to the Closingprovisions of this Article 6, Seller shall indemnify Purchaser covenants and its Affiliates and each of their respective officersagrees to defend, directorsindemnify, employees, agents and representatives against and hold them harmless each Buyer Group Member from any lossand against, liabilityand pay or reimburse each Buyer Group Member for, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or all Losses incurred by such Buyer Group Member relating to, arising out of, or resulting from: (A) any such indemnified party to the extent arising from breach by Seller of any of its covenants or agreements in this Agreement where Buyer's claim is solely for monetary damages; (iB) any breach of any representation warranty or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any breach inaccuracy of any covenant representation of Seller contained in this Agreement, any Seller Ancillary Agreement, or certificate delivered by or on behalf of Seller pursuant hereto or thereto; (C) any Excluded Liabilities or Excluded Assets; (D) any Taxes of any Seller Group Member; (E) any liabilities in respect of the Employees except, with respect to the Transferred Employees, to the extent assumed by Buyer pursuant to Section 5.18 of this Agreement; (F) any product liabilities with respect to products manufactured or sold by Seller prior to the Closing Date; (G) any failure of Seller to comply with applicable bulk sales laws in effect in any state having jurisdiction over the transactions contemplated in this Agreement; and (H) the Liens referred to in Section 2.9. Other than Losses resulting from a breach of Section 4.1.8, Seller shall be responsible only for Losses resulting from any breach of any warranty or any inaccuracy of any representation of Seller contained in this Agreement, any Seller Ancillary Agreement requiring performance or any certificate delivered by or on behalf of Seller pursuant hereto or thereto exceeding $1,000,000 in the aggregate and not exceeding 50% of the Purchase Price. The indemnification provided for in this Section 6.1 shall terminate two (2) years after the Closing Date. Notwithstanding Date (and no claims shall be made by any Buyer Group Member under this Section 6.1 thereafter), except that the forgoingindemnification by Seller shall continue as to: (i) the representations and warranties set forth in Sections 4.1.1, 4.1.2, 4.1.8, and 4.1.24, as to all of which no time limitation shall apply forever; (ii) the representations, warranties, covenants, and obligations contained in Sections 4.1.14, 5.3, 5.4, 5.7, 5.8, 5.13, 5.15, 5.16, 5.18, 6.6, and 8.2 which shall survive until the expiration of the applicable statutory periods of limitations, giving effect to any waiver, mitigation, or extension thereof; (iii) any Loss of which any Buyer Group Member has notified Seller in accordance with the requirements of Section 6.4 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 6.1, as to which the obligation of Seller shall continue until the liability of Seller shall have been determined pursuant to this Article 6, and Seller shall have reimbursed all Buyer Group Members for the full amount of such Losses in accordance with this Article 6; and (iv) the indemnification provided for in clauses (C), (a) Seller shall not have any liability under clause D), (iE), (F), (G), and (H) of this Section 9.01 unless 6.1, which shall survive until the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes expiration of the foregoing clause (a) applicable statutory periods of this Section 9.01; (c) Seller shall not have limitations, giving effect to any liability under clause (i) of this Section 9.01 for any breach of a representation waiver, investigation, or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeextension thereof.

Indemnification by Seller. From and after (a) Subject to the Closinglimitations of this Article 10, following the Closing until the applicable survival dates provided in Section 10.1(a), Seller shall indemnify Purchaser indemnify, defend, and hold harmless and reimburse Buyer and its Affiliates and each of their respective officerssuccessors and permitted assigns, directorsin their capacity as such (collectively, employeesthe “Buyer Indemnified Parties”), agents for, from and representatives against and hold them harmless from all Losses imposed on, incurred or suffered by or asserted against any loss, liability, claim, damage Buyer Indemnified Party in connection with or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party to the extent arising from out of: (i) the breach or inaccuracy of (A) any breach of Seller Fundamental Representation or (B) any representation or warranty of Seller set forth in Section 3.7 (Employee Benefit Programs), Section 3.8 (Labor Matters), Section 3.9(b) (Certain Contracts and Arrangements) or Section 3.10(a) through Section 3.10(i) (Intellectual Property); it being understood that any Qualifications contained in Sections 4.01, 4.02, 4.04 such representations and warranties shall be disregarded for purposes of determining whether such representation or 4.05 warranty was not true and accurate or the quantity of this Agreement which survives the Closing, and such Losses; (ii) any breach or failure by Seller to perform, in any material respect, any of any covenant of Seller contained in this Agreement requiring performance after (A) the Pre-Closing Date. Notwithstanding the forgoingCovenants, (aB) Seller shall not have any liability under clause the Post-Closing Covenants or (iC) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause IP Agreement Covenants; (aiii) Indemnified Taxes; or (iv) the matters set forth in Schedule 10.2(a)(iv) (the “Specified Indemnities”), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; . (b) Seller shall not have any liability under clause (i) pursuant to this Article 10 in respect of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes Losses of the foregoing clause (atype described in Section 10.2(a)(i)(A), Section 10.2(a)(ii)(B) or Section 10.2(a)(ii)(C) to the extent that the aggregate amount of this Section 9.01; such Losses exceeds the Base Consideration. (c) Seller shall not have any liability under clause pursuant to this Article 10 in respect of any Losses of the type described in Section 10.2(a)(i)(B) or Section 10.2(a)(ii)(A): (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge to the extent that the aggregate amount of such breach at Losses exceeds $40,000,000 (the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a“Cap Amount”); (dii) Seller’s liability under unless and until the aggregate amount of such Losses exceeds $10,000,000 (the “Deductible”), in which event Seller shall only be liable for such Losses in excess of the Deductible; or (iii) that arise from any individual item, occurrence, circumstance, act or omission (or series of related items, occurrences, circumstances, acts or omissions) unless and until the aggregate amount of Losses resulting therefrom exceeds $100,000, nor shall any Losses excluded pursuant to this clause (iiii) be taken into account for purposes of this Section 9.01 shall determining whether the Deductible or the Cap Amount has been exceeded in no event exceed ten percent respect of claims made by Buyer Indemnified Parties. (10%) of the Base Purchase Price; and (ed) Seller shall not have any liability under pursuant to this Article 10 in respect of any Losses of the type described Section 9.01 10.2(a)(ii)(A) to the extent the liability or obligation arises as a result that Buyer had Knowledge of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any such breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except at least 24 hours prior to the extent Closing. (e) For the avoidance of doubt, notwithstanding anything to the contrary in this Article 10, or the Transition Services Agreement, in no event shall Seller had knowledge that such representation be liable for cumulative Losses of the type described in Article 9 of the Transition Services Agreement (excluding any Losses with respect to Seller’s Fraud), Section 10.2(a)(i)(A), Section 10.2(a)(i)(B), Section 10.2(a)(ii) or warranty was not true and correct Section 10.2(a)(iv) in all material respects when madeexcess of the Base Consideration.

Indemnification by Seller. From and after (a) Seller agrees that, notwithstanding the Closing, and the sale of the CRM Assets provided for herein, Seller shall will indemnify Purchaser and hold Purchaser, its Affiliates Affiliates, shareholders, officers, directors and each of employees, and their respective officerslegal representatives, directorssuccessors, employeesand assigns, agents and representatives against and hold them harmless from and against any lossand all Adverse Consequences the Indemnitees may suffer caused by, liabilityrelating to, claimin the nature of, damage arising out of or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party to the extent arising from resulting from, (i) any breach (or allegation by a third party of breach) of any representation or warranty made by Seller herein (including the Exhibits and Schedules hereto) or in any of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and Operative Documents; (ii) any breach of any covenant failure of Seller contained to perform or observe any term, provision, covenant, agreement, or condition of or binding on Seller herein or in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, Operative Documents; (aiii) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only or obligation arising with respect to the extent CRM Assets or the conduct of any such excessthe Credit Monitoring Business prior to the Closing; and (iv) the Excluded Liabilities. (b) No claim may be asserted under this Section 10.2 until the aggregate value of all Adverse Consequences suffered by the indemnitees hereunder exceeds $25,000, in which event Seller shall not have be liable for the full amount of such Adverse Consequences without regard to any such minimum (subject to Section 10.2(c)). (c) Seller's liability to Purchaser under clause (i) of this Section 9.01 10.2 shall be limited to the Purchase Price paid or to be paid to Seller, provided that liability for any individual item (fraud or series for breach of related items) where the Loss relating thereto is less than $10,000.00 Seller's representations and such` items warranties contained in Section 7.11 shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of subject to such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madelimitation.

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

Indemnification by Seller. From and after the Closing, Seller shall indemnify Purchaser and its Affiliates and each of Principal shall, jointly and severally, defend, indemnify and hold harmless Buyer, its affiliates and sponsors, and their respective directors, officers, directorsemployees and agents (each, employeesa “Buyer Indemnitee”) from and against any and all claims, agents including without limitation any investigation, action or other proceeding, damages, losses, liabilities, costs and representatives against and hold them harmless from any loss, liability, claim, damage or expense expenses (including without limitation reasonable legal attorneys’ fees and expensescourt costs) (collectively, the “Losses”) suffered that constitute, or incurred by any such indemnified party to the extent arising from (i) any breach arise out of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any breach of any covenant of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, connection with: (a) any misrepresentation or breach of warranty under Article II; (b) any default by Seller in the performance or observance of any of its covenants or agreements under this Agreement; (c) any additional liability set forth on Section 6.1(c) of the Disclosure Schedule; and (d) any Retained Liabilities; provided, that neither Seller nor any Principal shall not have any liability under clause (ia) of this Section 9.01 above (other than with respect to the Fundamental Representations, fraud or intentional misrepresentation), unless the aggregate of all Losses relating thereto for which the Seller would be liableand/or Principals would, but for this clause (a)proviso, be liable exceeds on a cumulative basis an amount equal to $50,000.0050,000 (the “Seller Deductible”), at which xxxx Xxxxxx and/or Principals shall be liable for the full amount of all such Losses including the Deductible; and then only to the extent of any such excess; (b) Seller shall not have any Seller’s and Principals’ aggregate liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; above (cother than with respect to, the Fundamental Representations, fraud or intentional misrepresentation) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten twenty percent (1020%) of the Base Purchase Price; and Price paid with it being understood, however, that nothing in this Agreement (e) Seller shall not have any liability under including this Section 9.01 6.1) shall limit or restrict any of the Buyer Indemnitees’ rights to the extent the liability maintain or obligation arises as a result of (x) recover any amounts in connection with any action taken or omitted claim based upon fraud or intentional misrepresentation made by Seller in this Agreement. Seller’s maximum aggregate liability with respect to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered claims for indemnification made pursuant to Section 3.02(a6.1(a) except on account of breaches of a Fundamental Representation) (other than in the event of fraud or intentional misrepresentation) will be limited to an amount equal to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madePurchase Price.

Indemnification by Seller. (a) From and after the Closing, Seller shall indemnify Purchaser hereby agrees to indemnify, defend and its Affiliates and each of their respective officershold Buyer harmless from, directors, employees, agents and representatives against and hold them harmless in respect of any and all losses resulting from or arising out of or in connection with any lossbreach of any representation, liability, claim, damage warranty or expense covenant of Seller set forth in this Agreement subject to the following limitations: (including reasonable legal fees and expensesa) (“Losses”) Seller shall be responsible only for damages suffered or incurred by Buyer ("BUYER DAMAGES") which exceed in the aggregate, a total of $62,500 but in no case more than an aggregate total Buyer Damages of $5,000,000. (b) From and after the Closing, Buyer hereby agrees to indemnify, defend and hold Seller harmless from, against and in respect of any such indemnified party to the extent and all losses resulting from or arising from (i) out of or in connection with any breach of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any breach of any covenant of Seller contained Buyer set forth in this Agreement requiring performance after (collectively, "SELLER DAMAGES") (Buyer Damages and Seller Damages are collectively referred to as "DAMAGES"). (c) All claims for Damages pursuant to this Section 10.4 must be asserted, promptly upon the claiming party's discovery thereof, in reasonable detail and in writing. No claim with respect to Sections 3.4, 3.4A, 3.5, and 3.12 not so asserted by notice in writing to Seller on or before the first 15 16 anniversary of the Closing DateDate shall be prosecuted after such date. Notwithstanding No claim with respect to Sections 3.1, 3.2, 3.3, 3.9, 3.11, 3.14, 3.15, 3.17 and 3.18 not so asserted by notice in writing to Seller on or before the forgoingthird anniversary of the Closing Date shall be prosecuted after such date. No claim with respect to Sections 3.8, 3.10, 3.13, 3.16, 3.19, 3.20, 3.21 and 3.22 not so asserted by notice in writing to Seller on or before eighteen (a18) Seller months of the Closing Date shall be prosecuted after such date. No claim with respect to Sections 3.6 and 3.7 not so asserted within the applicable statute of limitations shall be prosecuted after such date. No claim (other than those claims specifically described above) not so asserted by notice in writing to the other party on or before the first anniversary of the Closing Date shall be prosecuted after such date. Any party seeking indemnification (an "INDEMNIFIED PARTY") shall provide to the party from whom it is seeking indemnification (an 'Indemnifying Party') as promptly as practicable after such notice all information and documentation necessary to support and verify the claim asserted and the Indemnifying Party shall be given reasonable access to the books and records in the possession or control of the Indemnified Party or any of its affiliates which any Indemnifying Party reasonably determines to be related to such claim. Damages shall, in each case, be computed net of any actual insurance proceeds paid or payable to the Indemnified Party or any affiliate in respect thereof and net of twenty-five percent (25%) of the amount of Damages that would be eligible to be taken as a deduction or credit for income tax purposes by the Indemnified Party or any affiliate of the Indemnified Party in respect thereof. If the facts giving rise to a claim under this Section 10.4 arise out of the claim of any third party, or if there is any claim against a third party, the Indemnifying Party may, at its option, assume the defense or the prosecution thereof, including the employment of counsel, at its cost and expense. The Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate therein, but the fees and expenses of such counsel employed by the Indemnified Party shall be at its expense. No Indemnified Party shall be liable for any settlement of any such claim effected without its prior written consent which consent shall not have any liability under clause (i) of this Section 9.01 unless be unreasonably withheld. Whether or not an Indemnifying Party chooses to so defend or prosecute a claim, all the aggregate of all Losses for which Seller would be liableparties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00information and testimony, and then only attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. An Indemnifying Party shall be subrogated to all rights and remedies of any Indemnified Party to the extent of any damages paid by such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (Indemnifying Party to or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge on behalf of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); Indemnified Party. (d) Seller’s liability under clause (i) of From and after the Closing, this Section 9.01 10.4 and Section 10.14 shall in no event exceed ten percent (10%) constitute the only responsibility or liability of the Base Purchase Price; and (e) Seller shall not have or Buyer with respect to any liability under this Section 9.01 claim for any damages arising out of or related to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken Transaction contemplated by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madethis Agreement.

Indemnification by Seller. (a) From and after the Closing, Seller shall will indemnify Purchaser and Acquiror, its Affiliates and each of their respective officers, directors, employees, agents officers and representatives against and hold them harmless from any loss, liability, claim, damage or expense directors (including reasonable legal fees and expenses) (the “LossesAcquiror Indemnified Parties”) against any Losses suffered or incurred by any such indemnified party to the extent arising from of them as a result of any (iv) any breach of any representation or warranty set forth in Article III (determined without regard to Section 3.8(c) in its entirety and without giving effect to any “Material Adverse Effect”, “material” or other materiality qualification, limitation or exception contained therein other than those in Section 3.6, Section 3.7(b), Section 3.11(a), and Section 3.14), (w) failure of any representation or warranty set forth in Article III to be true and correct as of and as though made on the Closing Date (other than any representation and warranty that is expressly made as of a specified date) (determined without regard to Section 3.8(c) in its entirety and without giving effect to any “Material Adverse Effect”, “material” or other materiality qualification, limitation or exception contained therein other than those in Section 3.6, Section 3.7(b), Section 3.11(a), and Section 3.14) (each such breach or failure under clause (v) or (w), a “Warranty Breach”), (x) breach of any covenant or agreement of Seller pursuant to this Agreement, (y) the ownership of Fuse Programming by the Company and the Subsidiary or any operations of Fuse Programming prior to the date of this Agreement, or (z) the Excluded Liabilities; provided, however, that notwithstanding anything in this Agreement to the contrary no failure shall be deemed to have occurred pursuant to clause (w) above as a result of any of the following occurring after the date of this Agreement and on or prior to the Closing: (A) any actual or potential failure to extend or renew, or otherwise to enter into any Contract in replacement of, the Contract set forth in Section 1.1(i) of the Seller Disclosure Schedule or any notice or other development relating to any such extension or renewal of such Contract (or the failure thereof) or (B) any of the actions specified in Section 5.2(a)(i) of the Seller Disclosure Schedule. (b) Seller’s obligation to indemnify the Acquiror Indemnified Parties as provided in this Section 7.2 shall be subject to the following limitations: (i) Seller shall not be obligated (A) to indemnify against any Losses resulting from any individual Warranty Breach that does not exceed $25,000 (the “De Minimis Amount”) or (B) to indemnify against any Losses for individual Warranty Breaches in excess of the De Minimis Amount unless and until the aggregate amount of Losses resulting from such Warranty Breaches exceeds $3,390,000 (the “Basket”), and then shall be liable only to the extent the aggregate amount of Losses resulting from such Warranty Breaches exceeds the Basket; (ii) Seller shall not be obligated to indemnify against any Losses resulting from Warranty Breaches in excess of the De Minimis Amount to the extent the aggregate amount of Losses resulting from such Warranty Breaches exceeds $22,600,000 (the “Indemnification Cap”); (iii) Acquiror Indemnified Parties may not assert any claim for indemnification against Seller in respect of any representation, warranty or covenant after the date on which the survival period for such representation, warranty or covenant ends as provided in Section 7.1; and (iv) the Acquiror Indemnified Parties shall not be entitled to indemnification under this Section 7.2 for (A) any Losses that are Excluded Damages (except for Excluded Damages payable to third parties in respect of third party claims) or (B) any Losses in respect of any matter to the extent such matter (x) was taken into account in determining the Adjusted Closing Net Working Capital or (y) had a reserve associated with it in the Fuse Interim Financial Statements. (c) Notwithstanding anything in this Section 7.2 to the contrary, (i) the limitations on Seller’s obligation to indemnify the Acquiror Indemnified Parties set forth in Sections 7.2(b)(i) and (ii) shall not apply to Losses for Warranty Breaches of any Seller Fundamental Representation or any Excluded Liabilities and (ii) the maximum aggregate amount of Losses that the Acquiror Indemnified Parties may be entitled to recover for Warranty Breaches of the representations and warranties of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives Article III hereof shall be the Closing, and (ii) any breach of any covenant of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeFinal Cash Consideration.

Indemnification by Seller. From and after the Closing(a) Subject to Section 10.2(b), Seller shall indemnify Purchaser indemnify, defend, and its Affiliates hold harmless Buyer and any each of their respective its officers, directors, employees, agents Affiliates, successors and representatives against assigns from and hold against, and pay or reimburse each of them harmless from for and with respect to, any lossLoss relating to, liability, claim, damage arising out of or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party to the extent arising from resulting from: (i) any Any breach by Seller of any representation of its representations, warranties, covenants or warranty of Seller contained agreements in Sections 4.01this Agreement, 4.02, 4.04 the TBA or 4.05 of this Agreement which survives the Closing, and any other Document; or (ii) Any obligation, indebtedness or liability of Seller (other than the Assumed Obligations and any Loss indemnifiable by Buyer under Section 10.3(a)) regardless of whether disclosed by Buyer and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement hereunder or under any other Document; or (iii) Noncompliance by Seller with the provisions of Seller contained the Bulk Sales Act, if applicable, in connection with the transactions contemplated by this Agreement requiring performance after the Agreement. (b) If Closing Date. Notwithstanding the forgoingoccurs, (a) Seller shall not have any liability under clause (i) of this Section 9.01 be obligated to indemnify Buyer unless and until the aggregate amount of all Buyer's Losses for which Seller would be liable, but for this clause exceeds Two Hundred Fifty Thousand Dollars (a$250,000), exceeds on a cumulative basis an in which case Buyer shall then be entitled to indemnification of the entire amount equal of Buyer's Losses, provided that any amount owed by Seller to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability Buyer under clause (i) of this Section 9.01 for any individual item (3.3.4 or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items 14.2 shall not be aggregated for purposes of counted in determining whether such Two Hundred Fifty Thousand Dollar ($250,000) limitation is satisfied, and Buyer shall have the foregoing clause (a) of this Section 9.01; (c) Seller shall not have right to recover any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and payment without regard to such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madelimitation.

Indemnification by Seller. (a) From and after the ClosingClosing Date, subject to the other provisions of this Article VIII, Seller shall agrees to indemnify Purchaser Buyer and its Affiliates and each of their respective officers, directors, employeesemployees and Affiliates (collectively, agents the “Indemnified Buyer Entities”) and representatives against and to hold each of them harmless from and against, any lossand all Damages suffered, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered paid or incurred by any such indemnified party to the extent arising from Indemnified Buyer Entity and (i) caused by any breach of any representation of the representations and warranties made by Seller to Buyer in Section 3.5, Section 4.3, Section 4.6, Section 4.8, Section 4.9 or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 Section 4.11 of this Agreement which survives the ClosingAgreement, and or (ii) caused by any breach by Seller of any covenant of Seller its covenants or agreements contained in this Agreement requiring performance after (other than any covenant or agreement relating solely to periods prior to the Closing Date. Closing). (b) Notwithstanding anything to the forgoingcontrary contained in this Section 8.2, (a) Seller the Indemnified Buyer Entities shall not have be entitled to indemnification with respect to any liability under clause claim for indemnification pursuant to Section 8.2(a)(i): (i) only if the amount of this Section 9.01 unless Damages with respect to such claim exceeds the aggregate amount of all Losses for which Seller would be liable, but for this clause $250,000 (a), exceeds on a cumulative basis an amount any claim involving Damages equal to $50,000.00or less than such amount being referred to as a “De Minimis Claim”); (ii) only if, and then only to the extent that, the aggregate Damages to all Indemnified Buyer Entities, with respect to all claims for indemnification pursuant to Section 8.2(a)(i) (other than De Minimis Claims), exceed the amount of any such excess; $5,000,000 (bthe “Deductible”), whereupon (subject to the provisions of clause (iii) below) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where be obligated to pay in full all such amounts but only to the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes extent such aggregate Damages are in excess of the foregoing clause amount of the Deductible; and (aiii) only with respect to claims for indemnification under Section 8.2(a)(i) made on or before the expiration of this the survival period pursuant to Section 9.01; 8.1 for the applicable representation or warranty. (c) Seller shall not have any liability under clause (i) of Notwithstanding anything to the contrary contained in this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall 8.2, in no event exceed shall the Indemnified Buyer Entities be entitled to aggregate Damages in excess of the amount of ten percent (10%) of the Base Purchase PricePrice (the “Cap”). Notwithstanding anything in this Section 8.2 to the contrary, a De Minimis Claim, the Deductible and the Cap shall not apply to any indemnification obligation of Seller related to Section 3.5 (Title); and (e) provided, however, that Seller shall not have any liability under this Section 9.01 be required to indemnify the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) Indemnified Buyer Entities for any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to 3.5 for Damages in excess of the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madePurchase Price.

Indemnification by Seller. From and after Subject to the Closinglimitations otherwise set forth in this Article V, the Seller shall indemnify Purchaser and the Purchaser, its 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 (including reasonable legal fees and expenses) (“collectively, "Losses”") suffered or incurred by any such indemnified party to the extent arising from caused by: (ia) any breach of any representation or warranty or covenant of the Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which that survives the Closing, and Closing; and (iib) any breach of any covenant of the Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding Closing; provided, however, that (i) the forgoing, (a) Seller shall not have any liability under clause Section 5.1(a) or (ib) of this Section 9.01 unless the aggregate of all Losses relating thereto for which the Seller would be liable, but for this clause (ai), exceeds on a cumulative basis an amount equal to $50,000.00100,000, at which point the Seller will be obligated to indemnify the Buyer from and then only against all such Losses relating back to the extent of any such excess; first dollar; (bii) the Seller shall not have any liability under Section 5.1(a) and (b) for any individual items where the Losses relating thereto are less than $25,000, until such individual items on an aggregated basis exceed $100,000 for purposes of clause (i) of this Section 9.01 for any individual item above; (or series of related itemsiii) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause Section 5.1(a) and (ib) of this Section 9.01 for any breach of a representation or warranty if the Purchaser had knowledge Knowledge of such breach at the time of the Closing Closing; (iv) the aggregate liability of Seller under Section 5.1 (a) and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (db) Seller’s liability under clause (i) of this Section 9.01 above shall in no event exceed ten percent One Hundred and Seventy Five Thousand Dollars (10%) of the Base Purchase Price; $175,000.00); and (ev) the Seller shall not have any liability under this Section 9.01 5.1 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by the Purchaser or any of its Affiliates Affiliates. The Purchaser acknowledges and agrees that, (A) other than the representations and warranties of the Seller specifically contained in this Agreement, there are no representations or warranties of the Seller either expressed or implied, and the Purchaser has not relied on any representations or warranties outside of those contained in this Agreement, either expressed or implied, with respect to (I) the transactions contemplated by this Agreement, or (yII) the Acquired Companies or their assets, liabilities and business, (B) the Purchaser shall have no claim or right to indemnification pursuant to this Article V with respect to any breach oral or written information, documents or materials furnished by the Seller or any of a the officers, directors, employees, agents or advisors of the Purchaser and any information, documents or material made available to the Purchaser in certain "data rooms", management presentations or any other form in expectation of the transactions contemplated hereby, and (C) the Purchaser has been provided with Forecasts. The Purchaser further acknowledges that Seller makes no representation or warranty that is covered by a certificate delivered with respect to the accuracy of the Forecasts, as actual results are likely to vary substantially. The Purchaser further acknowledges and agrees that, should the Closing occur, its sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated hereby, the Acquired Companies and their respective assets, liabilities and business (other than claims of fraud) shall be pursuant to Section 3.02(a) except the indemnification provisions set forth in this Article V. In furtherance of the foregoing, the Purchaser hereby waives, from and after the Closing, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action (other than claims of fraud) it may have against the Seller had knowledge that arising under or based upon any Federal, state, local or foreign Law or otherwise (except pursuant to the indemnification provisions set forth in this Article V). Notwithstanding the foregoing Seller shall be responsible for and shall indemnify Purchaser and the Acquired Companies for any tax (local, state, federal or international) liability which was incurred by any of the Acquired Companies prior to Closing, including all penalties and interest resulting from such representation or warranty was not true and correct in all material respects when madeliability.

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

Indemnification by Seller. From and after the Closing(a) Subject to Section 9.2(b), Seller shall indemnify Purchaser indemnify, defend, and hold harmless Buyer and its Affiliates and each of their respective officers, directors, employees, agents Affiliates, successors and representatives against assigns from and hold against, and pay or reimburse each of them harmless from for and with respect to, any lossLoss (each, liabilitya "Buyer's Loss") relating to, claim, damage arising out of or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party to the extent arising from resulting from: (i) any Any breach by Seller of any representation of its representations, warranties, covenants or warranty of Seller contained agreements in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and or any other Document; or (ii) any Any obligation, indebtedness or Liability of Seller (other than the Assumed Obligations) regardless of whether disclosed to Buyer and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement hereunder or under any other Document; or (iii) Noncompliance by Seller with the provisions of Seller contained the Bulk Sales Act, if applicable, in connection with the transactions contemplated by this Agreement requiring performance after the Agreement. (b) If Closing Date. Notwithstanding the forgoingoccurs, (a) Seller shall not have any liability under clause (i) of this Section 9.01 be obligated to indemnify Buyer unless and until the aggregate amount of all Buyer's Losses for which Seller would be liable, but for this clause exceeds One Hundred Fifty Thousand Dollars (a$150,000) (the "Threshold"), exceeds on a cumulative basis an in which case Buyer shall then be entitled to indemnification of the entire amount equal of Buyer's Losses, provided that any payment owed by Seller to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 Buyer for any individual item (Liability for breach of Section 3.23 or series of related itemspursuant to or under Section 2.7 or Section 9.2(a)(ii) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of counted in determining whether the foregoing clause (a) of this Section 9.01; (c) Seller Threshold limitation is satisfied, and Buyer shall not have the right to recover any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and Liability without regard to such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madelimitation.

Indemnification by Seller. From 16 (a) Subject to Section 7.1(b) and Sections 7.3 through 7.5, from and after the Closing, Seller shall indemnify indemnify, defend and hold harmless Purchaser and its Affiliates affiliates, and each of their respective officers, directors, managers, employees, agents representatives and representatives agents, from and against any and hold them harmless from any lossall demands, liabilityclaims, claimactions or causes of action, damage or expense assessments, losses, damages, liabilities, costs and expenses (including reasonable legal fees and expensesattorneys’ fees) (collectively, “Losses”) ), suffered or incurred by any such indemnified party party, if and to the extent such Losses are suffered or incurred by reason of, or arising from out of, any of the following: (i) any The Excluded Liabilities or the Excluded Assets; (ii) The breach or failure of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives to be true and correct when made or deemed made under the Closing, and terms hereof; (iiiii) any The breach of any covenant or agreement of Seller contained in this Agreement requiring performance after Agreement; or (iv) The ownership or operation by Seller of the Business prior to the Closing or the ownership or operation by Seller of any other business of Seller. (b) No claim for indemnification may be made under Section 7.1 unless written notice, specifying in reasonable detail the nature of the claim, has been given to Seller (i) at any time on or prior to the 18 month anniversary of the Closing Date. Notwithstanding , with respect to any claim under Sections 7.1(a)(ii) or 7.1(a)(iii), or (ii) at any time on or prior to sixty (60) days after the forgoingexpiration of the statute of limitations applicable to the underlying claim (or if there is no applicable statute of limitations for the underlying claim, (a) Seller shall not have any liability under clause (i) the statute of limitations applicable to breaches of this Section 9.01 unless the aggregate of all Losses Agreement), with respect to any claim under Sections 7.1(a)(i) or 7.1(a)(iv). The right to indemnification with respect to any claim for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, notice has been properly and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of timely given in accordance with this Section 9.01 for any individual item (or series of related items7.1(b) where shall expire upon the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge final resolution of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeclaim.

Indemnification by Seller. From (a) If the Closing occurs, from and after the Closing, Seller shall indemnify indemnify, defend and hold harmless Purchaser from, against and in respect of any Losses actually suffered by Purchaser or any of its Affiliates and each of or its or their respective directors, officers, directors, employees, agents and representatives against and hold them harmless from any loss, liability, claim, damage or expense employees (including reasonable legal fees and expenseseach in their capacity as such) (the “LossesPurchaser Indemnified Parties”) suffered or incurred by any such indemnified party to the extent as a result of arising from from: (i) any breach the failure of any Bank and Seller Fundamental Representation to be true and correct as of the date such representation or warranty was made (or was deemed made); (ii) the failure of any of the representations or warranties made by Seller contained or Bank in Sections 4.01Article IV or V (other than the Bank and Seller Fundamental Representations and the representations and warranties in Section 5.15(b)) to be true and correct as of the date such representation or warranty was made (or was deemed made); and (iii) any breach or failure by Seller or, 4.02, 4.04 or 4.05 of this Agreement which survives prior to the Closing, and (ii) Bank to perform any breach of any covenant of Seller its covenants or agreements contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; Agreement. (b) Seller shall not have any liability under clause Section 9.02(a)(ii) or Section 7.11(f) for Losses (i) of this Section 9.01 for any individual item claim (or series together with all other claims, if any, arising out of related itemssubstantially similar facts, events and circumstances) where the Loss relating thereto is less than $10,000.00 75,000 (the “De Minimis Amount”) and such` items shall (ii) unless and until the aggregate amount of the indemnifiable Losses (excluding any claims that are not indemnifiable pursuant to Section 9.02(b)(i)) exceeds $9,600,000 and then only for Losses in excess of such amount (the “Deductible”); provided that in no event will the aggregate indemnification obligation of Seller pursuant to Section 9.02(a)(ii) (in the aggregate) exceed $72,000,000 (the “Indemnity Cap”). Notwithstanding the foregoing, in no event will the aggregate indemnification obligation of Seller pursuant to Section 9.02(a) exceed the Final Purchase Price. (c) For purposes of Section 9.02(a)(i) and Section 9.02(a)(ii), any qualification in the text of such representation or warranty as to materiality (whether by reference to “material,” “Material Adverse Effect” or otherwise, other than: (x) the word “Material” in the defined term “Material Contract,” (y) the qualification as to “Material Adverse Effect” contained in Section 5.08 and (z) the words “material” or “materially” in Sections 5.06(a), 5.09(a) and 5.17 (second sentence only)), will be aggregated disregarded for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that determining whether such representation or warranty was not true and correct in all material respects when as of the date such representation or warranty was made (or was deemed made).

Indemnification by Seller. From (a) Subject to Section 12.1 and notwithstanding anything to the contrary contained in this Agreement, Seller hereby agrees that from and after the ClosingClosing it shall indemnify, Seller shall indemnify Purchaser defend and hold harmless Purchaser, and its Affiliates and each of their respective successors and permitted assigns, and their respective directors, officers, directors, employees, agents agents, and representatives representatives, each solely in their capacity as such (the “Purchaser Indemnified Parties”) from, against and hold them harmless from in respect of any lossdamages, liabilitylosses, claimcharges, damage or expense disbursements, Liabilities, claims, demands, actions, suits, proceedings, payments, judgments, settlements, assessments, deficiencies, interest, penalties, and costs and expenses (including reasonable legal fees and other out-of-pocket costs and expenses) (collectively, “Losses”) directly or indirectly imposed upon, sustained, incurred or suffered or incurred by by, any such indemnified party of the Purchaser Indemnified Parties, to the extent relating to or arising from out of: (i1) any breach of any representation or warranty of made by Seller in this Agreement in each case without giving effect to any “Material Adverse Effect,” “materiality” contained in Sections 4.01, 4.02, 4.04 or 4.05 such representations and warranties for purposes of this Agreement which survives the Closing, and determining whether a breach has occurred; (ii2) any breach of any covenant or agreement of Seller contained in this Agreement requiring performance after Agreement; (3) any Credit Losses in respect of the Closing Date. Notwithstanding the forgoingTransferred Loans, (a) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only subject to the extent limitations set forth on Schedule II; or (4) any of any such excess; the Excluded Liabilities. (b) Seller shall not have be liable to the Purchaser Indemnified Parties for (i) any liability under Losses with respect to the matters contained in Section 12.2(a)(1) or Section 12.2(a)(2) for any individual claim (or group of directly related claims) less than fifty thousand dollars ($50,000) (each, a “de minimis loss”), (ii) any Losses with respect to the matters contained in Section 12.2(a)(1) unless the Losses therefrom exceed an aggregate amount equal to one hundred thousand dollars ($100,000) (the “Deductible”) (excluding such de minimis loss described in clause (i) herein), and then only for Losses in excess of this the Deductible and up to an aggregate amount equal to six million dollars ($6,000,000) (the “Cap”) or (iii) any Losses arising after the expiration of the two- (2)-year period following the Closing Date with respect to the matters contained in Section 9.01 for 12.2(a)(4) to the extent such Losses relate to or arise out of matters described in Section 2.2(b)(1), provided that any individual item Losses arising from matters first identified or discovered by Purchaser prior to the expiration of such two (or series 2)-year period, regardless of related items) where the Loss relating thereto is less than $10,000.00 and such` items when ultimately realized, shall not be aggregated for purposes of subject to the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations limitation set forth in Section 3.01(athis clause (iii); (d) Seller’s liability under provided, further, that the limitations in this clause (ib) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have apply to any liability under this Section 9.01 to the extent the liability Losses based upon or obligation arises as a result of (x) resulting from any action taken inaccuracy in or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation any Fundamental Representation made by Seller or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeany Losses arising from fraud.

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

Indemnification by Seller. From Subject to Section 10.4, each MRM Seller, ------------------------- ------------ jointly and after the Closingseverally, Seller shall agrees to indemnify Purchaser against, and its Affiliates agrees to hold Purchaser harmless from, any and each all Losses incurred or suffered by Purchaser arising out of their respective officers, directors, employees, agents and representatives against and hold them harmless from any loss, liability, claim, damage or expense of the following: (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party to the extent arising from (ia) any breach of or any inaccuracy in any representation or warranty of made by any Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any breach of any covenant of Seller contained in this Agreement requiring performance after or any Related Agreement or any document delivered by any Seller at the Closing Date. Notwithstanding the forgoingClosing; provided, (a) that -------- no MRM Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 10.2(a) for --------------- any breach of or inaccuracy in any representation or warranty unless (i) in the case of all representations and warranties, except for Tax Warranties and Title and Authorization Warranties, a notice of Purchaser's claim is given to the extent Seller Representative not later than the liability or obligation arises as close of business on September 1, 2003, and (ii) in the case of Tax Warranties, a result notice of Purchaser's claim is given to the Seller Representative not later than the close of business on the Tax Statute of Limitations Date; (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (yb) any breach of or failure by any Seller to perform any covenant or obligation of any Seller set out in this Agreement or any Related Agreement or any document delivered by any Seller at the Closing; provided, that no MRM Seller shall have any liability under -------- this Section 10.2(b) for any breach or failure occurring on or prior --------------- to the Closing Date unless a representation notice of Purchaser's claim is given to the Seller Representative not later than the close of business on September 1, 2003; (c) any liability for Taxes for a Company attributable to the Pre-Closing Tax Period in excess of reserves for such Tax liability set forth in the Financial Statements, provided, however, that, -------- notwithstanding the -48- foregoing, Sellers shall not be liable for any Tax liability arising out of, resulting from, or warranty that is accelerated by the Section 338(g) Election by Purchaser; or (d) any rent owed by Hemisphere-Ireland under the Old Irish Lease in excess of any amounts received by Hemisphere-Ireland under any sublease with respect to the office space covered by a certificate delivered pursuant to the Old Irish Lease, provided that Purchaser and Hemisphere-Ireland shall have -------- complied with Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made.5.12. ------------

Indemnification by Seller. (a) From and after the Closing, Seller covenants to pay to Purchaser an amount equal to and shall indemnify Purchaser and its Affiliates and each of their respective officers, directors, employees, agents and representatives against and hold them harmless Purchaser from and against any lossand all losses, liability, claim, damage or expense (including reasonable legal fees and expenses) expenses of advisors (collectively, “Losses”) suffered suffered, paid or incurred by any such indemnified party to of Purchaser, the extent Acquired Companies, their respective Affiliates and their respective Representatives (collectively, the “Purchaser Indemnitees”) in connection with or arising from from: (i) any breach of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, Article III and Article IV; (ii) any breach by Seller of, or failure by Seller to perform, any of any covenant of Seller Seller’s covenants or obligations contained in this Agreement requiring performance after or the other Transaction Documents; (iii) any Unpaid Company Transaction Expenses, to the extent not taken into account in the payments made pursuant to Section 2.03(d) or the final determination of the Purchase Price pursuant to Section 2.04(d); (iv) any Closing Date. Date Indebtedness, to the extent not taken into account in the payments made pursuant to Section 2.03(d) or the final determination of the Purchase Price pursuant to Section 2.04(d); and (v) the operations of, and sale or disposition of all interests in, the Huawei Joint Ventures; provided that any Loss related to Tax as stated in Section 6.04(i)(i)–(vi) shall be addressed by the provisions of Section 6.04 and not this Section 9.01(a). (b) Notwithstanding the forgoingforegoing, (a) Seller shall not have any liability under clause Section 9.01(a)(i) (other than with respect to a breach of any Fundamental Representation or claims of actual fraud on the part of Seller or the Company): (i) of this Section 9.01 unless until the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds sustained by the Purchaser Indemnitees exceed on a cumulative basis an One Million Two Hundred and Fifty Thousand Dollars ($1,250,000), in which case, Seller covenants to pay to Purchaser and shall be obligated to indemnify the Purchaser for the full amount equal to $50,000.00, and then only of such Losses incurred by the Purchaser Indemnitees subject to the extent of any such excesslimitations set forth in this Agreement, including Section 9.01(b)(ii); and (bii) Seller shall not have any liability under clause for Losses sustained by the Purchaser Indemnitees (iin the aggregate) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes in excess of the foregoing clause (a) of this Section 9.01; funds then held in the Indemnity Escrow Account. (c) Seller shall not have any liability under clause (i) For purposes of this Article IX and Section 9.01 for 6.04(i)(iii), any breach of a of, or inaccuracy in, any representation or warranty if Purchaser had knowledge contained in this Agreement or any calculation of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises Losses as a result of (x) thereof, shall be determined without giving effect to any action taken limitations or omitted to be taken by Purchaser qualifications regarding “material,” “materiality,” “Seller Material Adverse Effect” or “Company Material Adverse Effect” in any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madewarranty.

Indemnification by Seller. From Subject to the terms of this Article 6, Seller will indemnify, defend and hold Buyer and its Affiliates (including, after the Closing, Seller shall indemnify Purchaser and its Affiliates each of the Acquired Companies) and each of their respective officers, directors, equityholders, managers, members, employees, agents agents, Representatives, successors and representatives assigns (each a “Buyer Indemnified Party” and, collectively, the “Buyer Indemnified Parties”) harmless against and hold them harmless from in respect of any lossand all Losses, liabilitywhich such Buyer Indemnified Party may have suffered, claimincurred or become subject to, damage arising out of, based upon or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party to the extent arising from (i) otherwise in respect of: 6.1.1 any breach or inaccuracy of any representation or warranty made by Seller or the Companies in this Agreement or any other Transaction Document; provided, however, that solely in determining the amount of any Losses with respect to a breach or inaccuracy of a representation or warranty by Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 the Companies for purposes of this Section 6.1.1 (but not in determining whether or not a breach has occurred or an inaccuracy exists), such representations and warranties will be read without regard to any materiality or knowledge qualifier (including, without limitation, any reference to “material,” “in all material respects” or Material Adverse Effect) contained therein; 6.1.2 any breach or non-fulfillment of any covenant, agreement or obligation of the Companies or Seller under this Agreement which survives (including, for the avoidance of doubt, the covenants, agreements and obligations set forth in Section 5.4); 6.1.3 any Transaction Expenses or Indebtedness of the Acquired Companies that have not been paid or retired in full as of the Closing (but solely to the extent not taken into account in any adjustment pursuant to Section 1.4.5); 6.1.4 any claims by any Person other than the Buyer Indemnified Parties and their Affiliates that such Person is the legal or beneficial owner of any equity securities any Acquired Company as of the Closing (other than claims with respect to the 500 shares of Fargo Telecom Technologies Private Limited previously held by Xxxxxx Xxxxxx as of immediately prior to the Closing); 6.1.5 any fraud (other than negligent misrepresentation), willful misconduct or intentional misrepresentation by the Company or Seller; 6.1.6 any liabilities with respect to matter 1 set forth on Section 3.18 of the Disclosure Schedule (the “India GST Matter”); 6.1.7 any liabilities (i) with respect to a failure by MWS to deliver the notarized and apostilled documentation necessary to effect share transfers such that Falcom GmbH is a wholly owned subsidiary of MWS in accordance with applicable law, and (ii) with respect to a Proceeding to enforce the transfer of [***]’s shares in Falcom GmbH as of immediately prior to Closing to MWS; and 6.1.8 any breach liabilities with respect to any claims brought against a Buyer Indemnified Party (including, for the avoidance of any covenant of Seller contained in this Agreement requiring performance after doubt, the Closing Date. Notwithstanding the forgoing, (aAcquired Companies) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only by [***] or [***] to the extent of that the facts, circumstances and events giving rise to such claim occurred prior to Closing (excluding any such excess; (b) Seller shall not have claims with respect to any liability under clause (i) severance compensation of this Section 9.01 for any individual item ([***] or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a[***] severance); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made.

Indemnification by Seller. (a) From and after the Closing, Seller shall agrees to indemnify Purchaser and its Affiliates and each of their respective officers, directors, employees, agents and representatives against and hold them harmless each Buyer Group Member from and against any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or all Losses and Expenses incurred by any such indemnified party to the extent Buyer Group Member in connection with or arising from from: (i) any breach of any warranty or the inaccuracy of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closingor any certificate delivered by or on behalf of Seller, and other than those referenced in Section 11.1(a)(ii) below; (ii) any breach of any covenant warranty or the inaccuracy of any representation of Seller set forth in Sections 5.2(d), 5.3(b), 5.5(a) or 5.6(d) of this Agreement; (iii) any breach by Seller of, or failure by Seller to perform, any of its covenants or obligations contained in this Agreement, other than its covenants or obligations contained in Section 8.8(b); (iv) any Excluded Liabilities; (v) any breach by Seller of, or failure by Seller to perform, any of its covenants or obligations contained in Section 8.8(b) of this Agreement. provided, however, that Seller shall be required to indemnify and hold harmless under Sections 11.1(a)(i) and 11.1(a)(v) with respect to Losses and Expenses incurred by Buyer Group Members only to the extent that (y) the aggregate amount of such Losses and Expenses exceeds $100,000 (it being understood that such $100,000 shall be a deductible for which Seller shall bear no indemnification responsibility); and (z) the aggregate amount required to be paid by Seller pursuant to Sections 11.1(a)(i) and 11.1(a)(v) shall not exceed twenty five percent (25%) of the Purchase Price. (b) The indemnification provided for in Section 11.1(a) shall terminate eighteen (18) months after the Closing Date (and no claims shall be made by any Buyer Group Member under Section 11.1(a) thereafter), except that the indemnification by Seller shall continue as to: (i) the obligations of Seller with respect to Section 11.1(a)(iv) (with respect to Section 2.4(a) only), which shall survive for three (3) years after the Closing Date; (ii) the obligations of Seller with respect to Sections 11.1(a)(ii), 11.1(a)(iii),11.1(a)(iv) (other than with respect to Section 2.4(a) only), and 11.1(a)(v) which shall survive indefinitely; (iii) the covenants of Seller set forth in Section 13.6, which shall survive for the period of time set forth therein; and (iv) any Losses or Expenses of which any Buyer Group Member has validly given a Claim Notice to Seller in accordance with the requirements of Section 11.3 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 11.1, as to which the obligation of Seller shall continue solely with respect to the specific matters in such Claim Notice until the liability of Seller shall have been determined pursuant to this Article XI, and Seller shall have reimbursed all Buyer Group Members for the full amount of such Losses and Expenses that are payable with respect to such Claim Notice in accordance with this Article XI. (v) the obligations of Seller with respect to Section 11.1(a)(i) (with respect to any breach of any warranty or the inaccuracy of any representation of Seller contained in this Agreement requiring performance Section 5.8(f) only) which shall survive for three (3) years after the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made.

Indemnification by Seller. (i) From and after the Closing, Seller shall indemnify Purchaser will indemnify, defend and hold harmless Buyer, its Affiliates (including the Company), and each of their respective shareholders, partners, members, managers, officers, directors, employees, attorneys, agents and representatives (collectively, the “Buyer Indemnified Group”), from and against any and hold them harmless from any loss, liability, claim, damage or expense all Losses (including reasonable legal fees and expensesThird Party Claims) which arise out of, or are attributable to, the following (collectively, “LossesBuyer Claims”) suffered or incurred by any such indemnified party to the extent arising from ): (i1) any breach of any representation covenant, obligation or warranty agreement of Seller contained set forth in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and Agreement; (ii2) any breach of any covenant of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have any liability under clause (i) the Seller Fundamental Representations made by Seller in Article III, (ii) the representations and warranties of this Seller set forth in Section 9.01 unless 3.15(i) and Section 3.15(m) (Tax Matters) or (iii) any certificates delivered herewith as they relate to the aggregate representations and warranties referred to in the foregoing clauses (i) and (ii); and (3) any matters set forth in Section 9.1(a)(i)(3) of the Disclosure Schedule (the “Pending Litigation”); (ii) In no event shall the maximum liability of Seller under Section 9.1(a)(i)(1) and Section 9.1(a)(i)(2) exceed the Base Purchase Price. (iii) Any Buyer Claim that can be brought under the R&W Policy or Section 9.1(a)(i)(1) as a result of Seller taking or failing to take actions set forth in Section 7.1 shall first be brought as a Buyer Claim under the R&W Policy; provided, however, that, to the extent the Losses relating to such Buyer Claim (A) are determined by the insurer to be outside the scope of coverage under the R&W Policy or (B) remain after all Losses for which applicable coverage limits under the R&W Policy have been exhausted, Buyer shall be entitled to bring such Buyer Claim against Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only under Section 9.1(a)(i)(1) to the extent of such Losses (excluding the amount of any such excess; (b) Seller shall not have any liability Losses recovered under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of R&W Policy, if any), subject to the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth limitations specified in Section 3.01(a9.1(a)(ii); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made.

Indemnification by Seller. From (a) After the Closing and after subject to Article X, the Closingother provisions of this Article XIII and Section 14.01, Seller shall indemnify Purchaser and hold harmless Buyer and its Affiliates and each of their respective officersRepresentatives (collectively, directors, employees, agents and representatives against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (the “LossesBuyer Indemnified Parties”) suffered or incurred by against all Losses that any such indemnified party to the extent arising from Buyer Indemnified Party at any time suffers or incurs, or becomes subject to, as a result of or in connection with: (i) any the inaccuracy or breach of any representation or warranty of made by Seller contained in Sections 4.01, 4.02, 4.04 Article IV or 4.05 Article V of this Agreement which survives the Closing, and Agreement; or (ii) any breach or failure by Seller to perform any of any covenant of Seller its covenants or obligations contained in this Agreement requiring performance after Agreement. (b) Notwithstanding any other provision to the Closing Date. Notwithstanding the forgoingcontrary, (a) Seller shall not have be required to indemnify or hold harmless any liability under clause Buyer Indemnified Party against any Losses pursuant to Section 13.01(a)(i) (other than Losses arising solely as a result of the inaccuracy or breach of any representation or warranty made by Seller in Section 4.01, Section 5.01(a), Section 5.01(b), and Section 5.02, as to which the limitations in this sentence shall not apply) (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal with respect to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item claim (or series of related itemsclaims arising from the same underlying facts, events or circumstances) where unless such claim (or series of related claims arising from the Loss relating thereto is less than same underlying facts, events or circumstances) involves Losses in excess of $10,000.00 and such` items 15,000 (nor shall any such claim or series of related claims that does not meet the $15,000 threshold be aggregated applied to or considered for purposes of calculating the foregoing aggregate amount of the Buyer Indemnified Parties’ Losses for which Seller has responsibility under clause (aii) below) and (ii) until the aggregate amount of this the Buyer Indemnified Parties’ Losses exceeds $15,000, after which Seller shall, subject to the immediately succeeding sentence, be obligated to indemnify and hold harmless the Buyer Indemnified Parties against all Losses of the Buyer Indemnified Parties that in the aggregate are in excess of such amount. The cumulative aggregate liability of Seller under Section 9.01; 13.01(a)(i) shall in no event exceed $50,000 (other than in respect of Losses arising solely as a result of the inaccuracy or breach of any representation or warranty made by Seller in Section 4.01, Section 5.01(a), Section 5.01(b), and Section 5.02, in which case, Seller’s aggregate liability shall not exceed $75,000). (c) Seller shall not have be required to indemnify or hold harmless any liability under clause (iBuyer Indemnified Party against any Losses with respect to any claim arising out of or relating to matters described in Section 13.01(a) of this Section 9.01 for made by any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of Buyer Indemnified Party after the Closing if the facts and such breach would have given circumstances giving rise to a failure such claim are disclosed in, referred to, permitted, or resulting from, this Agreement, the Seller Disclosure Schedule, or requested, agreed or consented to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeBuyer.

Indemnification by Seller. From Subject to the next sentence, from and after the Closing, Seller shall indemnify indemnify, defend and hold harmless Purchaser and its Affiliates and each of their respective officerssubsidiaries, stockholders, directors, officers, employees, and agents from and representatives against and hold them harmless from (a) any loss, liability, claim, damage Loss that may be incurred or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party to the extent and arising out of or resulting from (i) any breach of any representation representation, warranty, covenant or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any breach of any covenant agreement of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excessAgreement; (b) any Loss that may be incurred or suffered by any such party arising out of or resulting from any failure of Seller to comply with any bulk sales law, (c) any Loss that may be incurred or suffered by any such party arising out of any Excluded Liabilities, (d) any Loss that may be incurred or suffered by any such party arising out of or relating to any Contract or Other Agreement entered into or alleged to have been entered into between Seller and any third party with respect to an Alternative Transaction, and (e) any Loss incurred in enforcing this indemnity. Seller shall not have any no liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this the preceding sentence, (i) unless and until the total amount of Losses referred to in such clause (suffered by all parties having any indemnification claim under such clause) exceed $100,000, or (ii) respecting any breach of representation or warranty or breach of any covenant or agreement performance of which shall be due or which has been made or warranted on or before the Closing Date, unless any party seeking indemnification for such breach shall have given Seller notice thereof or of any claim potentially giving rise thereto within the relevant survival period as set forth in Section 9.01; (c) Seller 7. 1. In no event shall not have any Seller's aggregate liability under clause (ia) of the first sentence of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations 7.3 exceed $500,000. The indemnification provisions set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 7.3 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 be Purchaser's sole remedy with respect to the extent the liability or obligation arises Agreement, except as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to otherwise provided in Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made8.14.

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

Indemnification by Seller. From and after Subject to the Closinglimitations otherwise set forth in this Article V, the Seller shall indemnify Purchaser and the Purchaser, its 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 (including reasonable legal fees and expenses) (“collectively, "Losses”") suffered or incurred by any such indemnified party to the extent arising from caused by: (ia) any breach of any representation represen­tation or warranty or covenant of the Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which that survives the Closing, and ; and (iib) any breach of any covenant of the Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding Closing; provided, however, that (i) the forgoing, (a) Seller shall not have any liability under clause Section 5.1(a) or (ib) of this Section 9.01 unless the aggregate of all Losses relating thereto for which the Seller would be liable, but for this clause (ai), exceeds on a cumulative basis an amount equal to $50,000.00100,000, at which point the Seller will be obligated to indemnify the Buyer from and then only against all such Losses relating back to the extent of any such excessfirst dollar; (bii) the Seller shall not have any liability under Section 5.1(a) and (b) for any individual items where the Losses relating thereto are less than $25,000, until such individual items on an aggregated basis exceed $100,000 for purposes of clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01above; (ciii) the Seller shall not have any liability under clause Section 5.1(a) and (ib) of this Section 9.01 for any breach of a representation or warranty if the Purchaser had knowledge Knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a)Closing; (div) Seller’s the aggregate liability of Seller under clause Section 5.1 (ia) of this Section 9.01 and (b) above shall in no event exceed ten percent One Hundred and Seventy Five Thousand Dollars (10%) of the Base Purchase Price$175,000.00); and (ev) the Seller shall not have any liability under this Section 9.01 5.1 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by the Purchaser or any of its Affiliates Affiliates. The Purchaser acknowledges and agrees that, (A) other than the representations and warranties of the Seller specifi­cally contained in this Agreement, there are no representa­tions or warranties of the Seller either expressed or implied, and the Purchaser has not relied on any representations or warranties outside of those contained in this Agreement, either expressed or implied, with respect to (I) the transactions contemplated by this Agreement, or (yII) the Acquired Companies or their assets, liabilities and business, (B) the Purchaser shall have no claim or right to indemnification pursuant to this Article V with respect to any breach oral or written information, documents or materials furnished by the Seller or any of a the officers, directors, employees, agents or advisors of the Purchaser and any information, documents or material made available to the Purchaser in certain "data rooms", management presentations or any other form in expectation of the transactions contemplated hereby, and (C) the Purchaser has been provided with Forecasts. The Purchaser further acknowledges that Seller makes no representation or warranty that is covered by a certificate delivered with respect to the accuracy of the Forecasts, as actual results are likely to vary substantially. The Purchaser further acknowledges and agrees that, should the Closing occur, its sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated hereby, the Acquired Companies and their respective assets, liabilities and business (other than claims of fraud) shall be pursuant to Section 3.02(a) except the indemnification provisions set forth in this Article V. In furtherance of the foregoing, the Purchaser hereby waives, from and after the Closing, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action (other than claims of fraud) it may have against the Seller had knowledge that arising under or based upon any Federal, state, local or foreign Law or otherwise (except pursuant to the indemnifica­tion provisions set forth in this Article V). Notwithstanding the foregoing Seller shall be responsible for and shall indemnify Purchaser and the Acquired Companies for any tax (local, state, federal or international) liability which was incurred by any of the Acquired Companies prior to Closing, including all penalties and interest resulting from such representation or warranty was not true and correct in all material respects when madeliability.

Indemnification by Seller. From and after the Closing, (a) Seller shall agrees to indemnify Purchaser and its Affiliates and each of their respective officers, directors, employees, agents and representatives against and hold them harmless each Buyer Group Member from and against any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or all Losses and Expenses incurred by any such indemnified party to the extent Buyer Group Member in connection with or arising from from: (i) any breach of any warranty or the inaccuracy of any representation or warranty of Seller contained or referred to in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and Agreement; (ii) any breach by Seller of any covenant of its covenants or agreements in this Agreement; or (iii) any Excluded Liability (as described in Section 2.4); provided, however, that: (A) Subject to Paragraph (C) below, Seller shall not be required to indemnify and hold harmless under clauses (i) or (ii) of this Section 9.1(a) with respect to Losses and Expenses incurred by Buyer Group Members unless the aggregate amount of such Losses and Expenses subject to indemnification by Seller exceeds $100,000, and once such amount is exceeded, Seller shall indemnify the Buyer Group Members only for the amount in excess of such amount; and (B) Subject to Paragraph (C) below in no event shall the aggregate amount required to be paid by Seller pursuant to clauses (i) or (ii) of this Section 9.1(a) exceed $500,000; and (C) Notwithstanding the foregoing, no limitation of indemnity obligations shall apply to clause (iii) above , or any failure to comply with the warranty obligations of Seller contained set forth in this Agreement requiring performance Section 6.9. (b) The indemnification provided for in Section 9.1(a) shall terminate one year after the Closing Date (and no claims shall be made by any Buyer Group Member under Section 9.1(a) thereafter), except that the indemnification by Seller shall continue as to: (i) the representations and warranties set forth in Sections 4.1 and 4.2(a), as to which no time limitation shall apply; (ii) the covenants of Seller set forth in Section 6.1, which shall survive until the expiration of the relevant statutory period of limitations applicable to the underlying claim, giving effect to any waiver, mitigation or extension thereof; (iii) any liability described in Section 9.1 (a) (C), which indemnification shall terminate three years after the Closing Date. Notwithstanding ; (iv) any Losses or Expenses of which any Buyer Group Member has validly given a Claim Notice to Seller in accordance with the forgoingrequirements of Section 9.3 or Section 9.5(a), (a) as applicable, on or prior to the date such indemnification would otherwise terminate in accordance with this Section 9.1, as to which the obligation of Seller shall not continue solely with respect to the specific matters in such Claim Notice until the liability of Seller shall have any liability under clause (i) of been determined pursuant to this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00Article IX, and then only to the extent of any such excess; (b) Seller shall not have reimbursed all Buyer Group Members for the full amount of such Losses and Expenses that are payable with respect to such Claim Notice in accordance with this Article IX; and (v) any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge or covenant whose breach by Seller results in liability of such breach at the time Buyer to any Seller Group Member, which indemnification shall continue until thirty days after expiration of the Closing and such breach would have given rise to a failure to be satisfied all applicable statutes of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 limitations pertaining to the extent the liability or obligation arises as a result right of (x) any action taken or omitted Seller Group Member to be taken by Purchaser or assert any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madeclaim against Buyer.

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

Indemnification by Seller. (a) From and after the Closing, Seller shall indemnify Purchaser and its Affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives against (the “Purchaser Indemnitees”) against, and hold them harmless from from, any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party Losses to the extent arising from from: (i) any breach of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement or in any Transaction Document to which survives the Closing, and Seller is a party; (ii) any breach of any covenant of Seller contained in this Agreement requiring performance after or in any Transaction Document to which Seller is a party; (iii) any Excluded Liability; 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 Closing Date. Notwithstanding the forgoing, transactions contemplated by this Agreement. (ab) Seller shall not be required to indemnify any Person, and shall not have any liability liability: (i) under clause (i) of this Section 9.01 9.01(a) unless the aggregate of all Losses for which Seller would be liablewould, but for this clause (ab)(i), be liable exceeds on a cumulative basis an amount equal $3,000,000, after which point Seller will be obligated to $50,000.00, indemnify the Purchaser Indemnitees from and then only to the extent of any such excess; against all Losses from dollar one; (bii) Seller shall not have any liability under clause (i) of this Section 9.01 9.01(a) for any individual item breach of a representation and warranty if the claim arising from such breach (together with any related claims which arise out of substantially similar or series of related itemsthe same facts and circumstances) where the Loss relating thereto is less than exceeds $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) 25,000, in which case Seller shall not have any liability be liable for the full amount thereof (subject to the limitations provided in this Article 9); and (iii) under clause (i) of Section 9.01(a) for Losses in excess of $43,750,000. provided, that the foregoing limitations provided in this Section 9.01 for 9.01(b) shall not apply in respect of any Losses relating to (i) breaches of the representations and warranties contained in Sections 4.01, 4.02, 4.05(a), and 4.06(a), or (ii) any intentional or fraudulent breach of a representation or warranty. (c) Purchaser shall not be entitled to recover under this Section 9.01 an amount in respect of Losses or otherwise obtain reimbursement or restitution more than once in respect of the same Losses. In addition, Purchaser shall not be entitled to recover under this Section 9.01 any Losses arising out of a breach of any representation or warranty if of Seller contained in this Agreement to the extent such Losses also constitute an Assumed Environmental Liability. (d) Seller agrees to indemnify the Purchaser had knowledge of such breach Indemnitees for all Retained Environmental Liabilities that are incurred or that arise at any time prior to the time five (5) year anniversary of the Closing and such breach would have given rise to a failure to be satisfied Date (the “Reduction Date”). Seller shall indemnify the Purchaser Indemnitees for (i) 75% of all Retained Environmental Liabilities that are incurred or that first arise during the period beginning immediately following the fifth (5th) anniversary of the condition Closing Date up to and including the sixth (6th) anniversary of the Closing Date; (ii) 50% of all Retained Environmental Liabilities that are incurred or that first arise during the period beginning immediately following the sixth (6th) anniversary of the Closing Date up to and including the seventh (7th) anniversary of the Closing Date; and (iii) 25% of all Retained Environmental Liabilities that are incurred or that first arise following the seventh (7th) anniversary of the Closing Date and up to an including the eighth (8th) anniversary of the Closing Date. The Retained Environmental Liabilities are subject to assumption by Purchaser pursuant to Section 2.03(a)(vii). (e) Purchaser shall not be entitled to recover any Losses under this Section 9.01 related to the Retained Environmental Liabilities to the extent that those Losses result from any voluntary soil, surface water, sediment or groundwater investigation undertaken by the Purchaser’s obligations . For the avoidance of doubt, a soil, surface water, sediment or groundwater investigation is not voluntary if: (i) ordered, demanded or requested by Governmental Authorities; (ii) required by Environmental Laws; (iii) requested by a bona fide lender that has a commercially reasonable concern with respect to Environmental Conditions on the Business Property; (iv) requested by any bona fide prospective purchaser of the Business or the Business Property; (v) reasonably undertaken or discovered in the course of construction or building projects, which did not have a soil, surface water, sediment or groundwater investigation as part of the purpose; a reasonably prudent property owner would conclude that there is a potential material threat to the environment or the health and safety of employees, occupants of the Business Property or persons downgradient of the Business Property, and (vi) there is an Environmental Condition that if left unsatisfied or uninvestigated would reasonably be expected to lead to an Environmental Claim that is not a Retained Environmental Liability. (f) Purchaser acknowledges that its sole and exclusive monetary remedy after the Closing with respect to any and all claims under this Agreement and the Transaction Documents, the Acquisition and the other transactions contemplated hereby and thereby, the Business and its assets and Liabilities (other than claims of, or causes of action arising from, fraud) shall be pursuant to the indemnification provisions set forth in this Article IX and Section 3.01(a2.04. In furtherance of the foregoing, Purchaser hereby waives, from and after the Closing, any and all other rights, claims and causes of action (other than claims of, or causes of action arising from, fraud) for monetary damages it may have against Seller arising under or based upon any Applicable Law (including any relating to environmental matters) or arising under or based upon common law or otherwise (except pursuant to the indemnification provisions set forth in this Section 9.01). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, (1) NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR: (A) ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES THAT ARISE AFTER THE SECOND ANNIVERSARY OF THE CLOSING DATE OR THAT ARE NOT REASONABLY FORESEEABLE; OR (dB) ANY PUNITIVE, SPECULATIVE OR SPECIAL DAMAGES (EXCEPT, IN EACH CASE, THESE LIMITATIONS SHALL NOT APPLY TO THE EXTENT SUCH DAMAGES ARE PAYABLE TO A THIRD PARTY) AND (2) PURCHASER SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL AND INDIRECT DAMAGES TO THE EXTENT SELLER CAN ESTABLISH SUCH DAMAGES ARISE FROM CHANGES IN THE GENERAL BUSINESS CHARACTERISTICS OR AN INCREASE IN THE SIZE OF THE BUSINESS, IN EITHER CASE THAT OCCUR AFTER THE CLOSING DATE. (g) The right to indemnification, payment of any Losses or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, (including, without limitation, any knowledge acquired as a result of any supplement or update to the Schedules made by Seller’s liability under clause (i) whether before or after the execution and delivery of this Section 9.01 shall in no event exceed ten percent Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. (10%) of the Base Purchase Price; and (eh) Seller shall not have any liability be required to indemnify Purchaser under this Section 9.01 to the extent the liability or obligation arises as 9.01(a)(i) for a result of (x) any action taken or omitted to be taken breach by Purchaser or any of its Affiliates or (y) any breach Seller of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except contained in this Agreement to the extent Seller has established that either Xxxx Xxxxx, Xxxxx Xxxxx or Xxxxxxx Xxxxxx (the “Purchaser Knowledge Group”) (i) had actual knowledge (without a duty of inquiry) prior to the date of this Agreement of the facts which constituted such breach, and (ii) had actual knowledge, as of that date, that such facts constituted a breach of such representation or warranty, and knowingly failed to disclose the knowledge of such breach to the Seller, in each case prior to the date of this Agreement. If Seller seeks to avoid its indemnification obligation pursuant to this Section 9.01(h), then Seller shall have the burden of proving that the requirements set forth in this Section 9.01(h) have been satisfied. Reference to any fact, circumstance, condition or issue in any third party report prepared for Purchaser or in any document Made Available to Purchaser shall not be, in each case, in and of itself, sufficient to prove that the requirements set forth in this Section 9.01(h) have been satisfied. Furthermore, the Purchaser Knowledge Group shall not be deemed to have knowledge of, and this Section 9.01(h) shall not apply to, any claim for breach of representation or warranty was not true and correct related to any fact, circumstance, condition or issue identified in all material respects when madeor arising from any further actions or investigations or as a result of any Identified Environmental Matters.

Indemnification by Seller. From (a) Subject to Section 12.2(b), 12.9 and after the Closing12.10, Seller shall indemnify Purchaser and its Affiliates hold harmless Madden, the Company, and each of their respective officersstockholders, directors, officers, employees, agents and representatives against representatives, and hold them harmless from any lossthe successors and assigns of each of the foregoing (collectively, liability, claim, damage or expense (including reasonable legal fees and expenses) (the “LossesMadden Indemnified Parties”) from and against any and all Losses incurred or suffered by such Person as a result of or incurred by any such indemnified party to the extent arising from from, without duplication: (i) any a breach by Seller or an inaccuracy 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 Sections 4.01the Earn-Out Agreement. Any amount paid pursuant to this Section 12.2(a) shall be paid to Madden or, 4.02at Madden’s election, 4.04 to the Company and shall be the amount required to put Madden or 4.05 of this Agreement which survives the ClosingCompany, and as the case may be, in the position it would have been in had such representation, warranty, covenant or agreement not been breached. (iib) any breach of any covenant of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, Section 12.2(a): (ai) Seller shall not have any liability obligation to indemnify the Madden Indemnified Parties from and against any Loss under clause (i) of this Section 9.01 unless 12.2(a) until the Madden Indemnified Parties have suffered aggregate Losses, by reason of all such breaches, in excess of one hundred twenty-five thousand dollars ($125,000); provided that once the aggregate of Losses covered by Section 12.2(a) exceeds such threshold, Seller shall be liable for all such Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent such Losses exceed sixty-two thousand five hundred dollars ($62,500); and provided further that such threshold shall not apply to any Loss as a result of, arising from or in connection with a breach by Seller of any such excessa representation or warranty contained in Sections 4.1, 4.2, 4.3, 4.6, 4.20 or 4.23; and (bii) Seller shall not have any liability obligation to indemnify the Madden Indemnified Parties from and against any Loss under clause (i) of this Section 9.01 for any individual item 12.2(a) to the extent the aggregate Losses the Indemnified Parties have suffered by reason of all such breaches exceed three million five hundred thousand dollars (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items 3,500,000); provided that such aggregate limit shall not be aggregated for purposes 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. (iii) For the foregoing clause (a) avoidance of this Section 9.01; (c) doubt, Seller shall not have any liability obligation to indemnify the Madden Indemnified Parties from and against any Loss under clause (i) of this Section 9.01 for any breach of a representation 12.2(a) arising or warranty if Purchaser had knowledge of such breach at resulting from the time actions of the Closing and Company undertaken at Madden’s request or the intellectual property rights of third parties with respect to such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 actions, to the extent such actions or intellectual property rights are disclosed in Section 4.8 of the liability Disclosure Schedule. (c) Notwithstanding anything to the contrary contained in Section 12.2(b) or obligation arises anywhere else in this Agreement, Seller shall indemnify and hold harmless the 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 (x) or arising from any action taken fraudulent act or omitted to be taken willful or intentional misconduct by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except the Company prior to the extent Seller had knowledge that such representation Closing Date or warranty was not true and correct in all material respects when madeby Seller.

Indemnification by Seller. From and after the Closing, Seller shall indemnify Purchaser and any of its Affiliates and each of their respective Affiliates, officers, directors, employeesemployees or agents (collectively, agents and representatives the “Purchaser Indemnified Parties”) against and hold them harmless from any lossand all losses or damages that are actually and directly incurred, liabilitysuffered or sustained, claim, damage or expense including the costs and expenses (including reasonable legal fees and expensesfees) (“Losses”) suffered or incurred by any such indemnified party Purchaser Indemnified Party to the extent arising from (i) any breach of, or any misrepresentation with respect to, any representation or warranty of the Company contained in Section 3 of this Agreement or any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 Section 4 of this Agreement which survives the Closing, and (ii) or any breach of any covenant of Seller contained in this Agreement requiring performance after the Closing Dateby Seller. Notwithstanding anything herein to the forgoingcontrary, the indemnification provided for in this Section 12.1 shall be limited as follows (provided, however, that the limitations set forth in Sections 12.1(a) – (c) shall not apply to Losses related to or arising from any actual fraud or intentional misrepresentation by Seller or the Company): (a) Seller the Purchaser Indemnified Parties shall not have any liability be entitled to recover under clause (i) of this Section 9.01 unless 12.1 if the aggregate of all Losses for total amount which Seller the Purchaser Indemnified Parties would be liable, otherwise recover under this Section 12.1 (but for this clause Section 12.1(a)) for any individual claim or series of related claims arising from the same event or circumstance does not exceed an amount equal to $50,000 (aa “De Minimis Claim”) (it being understood and agreed that De Minimis Claims shall not be counted toward satisfaction of the Deductible), ; (b) the Purchaser Indemnified Parties shall not be entitled to recover under this Section 12.1 until the total amount which the Purchaser Indemnified Parties would otherwise recover under this Section 12.1 (but for this Section 12.1(b) and without giving effect to any De Minimis Claims) exceeds on a cumulative basis an amount equal to $50,000.00100,000 (the “Deductible”), and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; and (c) the aggregate liability of Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 12.1 shall in no event exceed ten percent the Indemnity Escrow Amount (10%) the “Cap”). Parent and Purchaser agree that in the event of any breach giving rise to an indemnification obligation under this Section 12.1, Parent and Purchaser shall take and cause their 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 Base Purchase Price; related breach (including taking steps to prevent any contingent liability from becoming an actual liability) and (e) Seller shall not have be liable for any liability under this Section 9.01 Loss to the extent the liability that it is attributable to Purchaser’s or obligation arises as a result of (x) any action taken or omitted Parent’s failure to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when mademitigate.

Indemnification by Seller. From Subject to Section 6.4 and after the ClosingSection 6.5, Seller shall indemnify Purchaser and hold harmless Purchaser, its Affiliates and each of Affiliates, their respective officers, directorsdirectors and shareholders from and against any and all Losses (net of any Tax benefits actually realized and, employees, agents and representatives against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party to the extent related thereto, insurance payments actually received in connection therewith, less costs of collection) based upon, arising from out of, or resulting from, any of the following: (ia) any breach by Seller of any of the representations and warranties made by Seller in Sections 3.2 and 3.4; (b) any breach by Seller of any of the representations and warranties made by Seller in Section 3.8(b)(xi); (c) any breach by Seller of any of the representations and warranties made by Seller in Section 3.11; (d) any breach by Seller of any of the representations and warranties made by Seller in this Agreement other than in Sections 3.2, 3.4, 3.8(b)(xi), and 3.11; (e) any failure by Seller to perform any of its covenants or agreements contained in this Agreement, other than those covenants or agreements set forth in Section 5.2; (f) any failure by Seller to perform any of its covenants or agreements contained in Section 5.2; (g) the matters set forth on Schedule 6.2 (the “Special Indemnity Matters”), provided, however, that Purchaser acknowledges and agrees that, to the extent that the Purchaser seeks indemnification under this Section 6.2(g) arising out of or related to the Special Indemnity Matters, then Purchaser shall be prohibited from also seeking indemnification under any other provision under this Agreement (other than Section 6.2 (h)) including without limitation Section 6.2(a), Section 6.2(b), Section 6.2(c), Section 6.2(d), Section 6.2(e), and Section 6.2(f), for any Losses arising out of or related to the Special Indemnity Matters, and provided, further, that to the extent that Purchaser seeks indemnification under any other provision of this Agreement (other then Section 6.2(h)) including without limitation Section 6.2(a), Section 6.2(b), Section 6.2(c), Section 6.2(d), Section 6.2(e), and Section 6.2(f), and such indemnification claim arises out of or relates to a Special Indemnity Matter, then Purchaser shall be prohibited from also seeking indemnification under this Section 6.2(g); and (h) any claim of, or causes of action arising from, fraud committed by Seller in connection with the transactions contemplated herein. For purposes of Sections 6.2(a), 6.2(b), 6.2(c), and 6.2(d), determination of whether any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any breach of any covenant of Seller contained in this Agreement requiring performance after has been breached and the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have any liability under clause (i) amount of this Section 9.01 unless the aggregate of all Losses for which Seller would attributable to such breach will be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only made without giving effect to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (words “material,” “materially” or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth “Material Adverse Effect” as they appear in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when madewarranty.