Common use of Indemnification by Sellers Clause in Contracts

Indemnification by Sellers. From and for twelve (12) months after the Closing, Sellers shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: (a) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.

Indemnification by Sellers. From (a) Sellers jointly and for twelve severally hereby indemnify Buyer against and agree to hold it harmless from any (12i) months after Covered Tax, (ii) Tax incurred or suffered by Buyer or any of its Affiliates, arising out of a breach of any covenant or agreement contained in this Article 7 [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Schedules (or similar attachments) referred to and listed herein shall have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule (or similar attachment) will be furnished to the Commission upon request. and (iii) Losses incurred or suffered by Buyer and its Affiliates and, effective as of the Closing, Sellers shall hold harmless and indemnify each of the Indemnitees from and againstCompany, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, arising out of or are connected with: (a) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly relating to the imposition, assessment or assertion of any such Covered Tax, including those incurred in the contest in good faith in appropriate proceedings related to the imposition, assessment or assertion of any Covered Tax; provided, however, that Sellers shall have no liability for the payment of any Loss attributable to or resulting from any action described in Section 7.02(a) hereof. For the avoidance of doubt, any such representation or warranty); claims for indemnification shall not be subject to any limitations on survival, cap and/or minimum claim amounts provided in Article 9. (b) any inaccuracy For purposes of this Section, in or breach the case of any representation or warranty Taxes (other than Transfer Taxes, which will be allocated under Section 7.02(f)) that are payable for a Straddle Tax Period, the portion of Sellers or GGC as if such representation and warranty had been made Tax related to the portion of such Tax period ending on and as of including the Closing Date shall (except for such representations x) in the case of any Taxes other than gross receipts, sales or use Taxes and warranties that address matters only as of a particular timeincome Taxes, which need only be accurate as deemed to be the amount of such timeTax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) (without giving effect to in the case of any “Material Adverse Effect” income Tax and any gross receipts, sales or other materiality qualification or any similar qualification contained or incorporated directly or indirectly use Tax, equal the portion of such Tax that would have been payable if the relevant Tax period ended on and included the Closing Date, determined in such representation or warranty); a manner consistent with prior practice of the Company. (c) If Sellers’ indemnification obligation under this Section 7.06 arises in respect of an adjustment which makes allowable to Buyer, any breach of its Affiliates or, effective upon the Closing, the Company any covenant deduction, amortization, exclusion from income or obligation of Sellers or GGC set forth other allowance (a “Tax Benefit”) which would not, but for such adjustment, be allowable, then any payment by any Seller to Buyer shall be an amount equal to (x) the amount otherwise due but for this Section 7.06(c), minus (y) the value actually realized in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or cash with respect to the portion of any Straddle Period ending on Tax Benefit in (i) the Closing Date, Tax year with respect to the extent not credited against the payment of the Purchase Price by Purchaser which such adjustment is made and (ii) any succeeding Tax year ending on or prior to the date of such payment by such Seller. Such value shall be considered equal to the excess of (I) the amount of Taxes arising out that, in the absence of such Tax Benefit, would have been payable in cash by Buyer, any of its Affiliates or, effective upon the Closing, the Company over (II) the amount of Taxes actually paid in cash by Buyer, any of its Affiliates or, effective upon the Closing, the Company (taking into account any Tax refund, offset or related other reduction in Tax liability resulting from the Tax Benefit). If, in any of the first five Tax years ending after the date of such payment by such [**] = Portions of this exhibit have been omitted pursuant to a Permitted Activity; confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Schedules (or similar attachments) referred to and listed herein shall have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule (or similar attachment) will be furnished to the Commission upon request. Seller, Buyer actually realizes value in cash with respect to a Tax Benefit made allowable by such adjustment, Buyer shall pay such Seller an amount equal to the value so realized within 90 days of the filing of the applicable Tax Return or any adjustment for the Tax year in which the Tax Benefit is made allowable. (d) Any payment by any Seller pursuant to this Section 7.06 shall be made not later than 30 days after receipt by Sellers of written notice from Buyer stating that any Loss has been paid by Buyer, any of its Affiliates or, effective upon the Closing, the Company and the amount thereof and of the indemnity payment requested. (e) If any claim or demand for Taxes in respect of which indemnity may be sought pursuant to this Section 7.06 is asserted in writing against Buyer, any of its Affiliates or, effective upon the Closing, the Company, Buyer shall notify Sellers of such claim or demand within 10 business days of receipt thereof and shall give Sellers such information with respect thereto as Sellers may reasonably request and that is reasonably available to Buyer. Sellers may discharge, at any time, their indemnification obligation under this Section 7.06 by paying to Buyer the amount payable pursuant to this Section 7.06, calculated on the date of such payment. Any Seller may, at its own expense, participate in and, upon notice to Buyer, assume the defense of any such claim, suit, action, litigation or proceeding (including any Tax audit), but only to the extent that such claim, suit action, litigation or proceeding relates to a claim or demand for Taxes in respect of which indemnity may be sought pursuant to this Section 7.06. If any Seller assumes such defense, such Seller shall have the sole discretion as to the conduct of such defense and Buyer shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by such Seller. Whether or not any Seller chooses to defend or prosecute any claim, (i) all of the parties hereto shall reasonably cooperate in the defense or prosecution thereof and (ii) Sellers shall not, without Buyer’s prior written consent (not to be unreasonably withheld), settle any such claim, suit, action, litigation or proceeding if such settlement would have a significant adverse effect on the Tax liability of the Company, Buyer or any of its Affiliates with respect to a Post-Closing Tax Period. (f) Neither Seller shall be liable under this Section 7.06 for any Tax (i) the termination payment of which was made without a Seller’s prior written consent, unless such payment was made pursuant to the employment final determination of a claim, suit, action, litigation or proceeding with respect to which Sellers were notified pursuant to Section 7.06(e) or (ii) resulting from any claim, suit, action, litigation or proceeding with respect to which Sellers were not notified pursuant to Section 7.06(e) and such failure actually prejudiced the Sellers defense of claim, suit, action, litigation or proceeding. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Schedules (or similar attachments) referred to and listed herein shall have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any Key Employee identified in Exhibit B hereto, either for Cause by omitted schedule (or similar attachment) will be furnished to the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.Commission upon request.

Indemnification by Sellers. From (i) Effective at and for twelve (12) months after the Closing, Sellers shall hereby agree to indemnify Buyer, its Affiliates and their respective successors and assignees and, effective at the Closing, without duplication, the Company, each Subsidiary and their respective successors and assignees (each, a “Buyer Indemnified Party”, and, collectively, the “Buyer Indemnified Parties”) against and agrees to hold harmless and indemnify each of them harmless from any and all damage, loss, liability and expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding whether involving a third party claim or a claim solely between the Indemnitees from and againstparties hereto) (the “Damages”), and shall compensate and reimburse each of the Indemnitees for, any Damages which are incurred or suffered or incurred by any Buyer Indemnified Party arising out of the Indemnitees any misrepresentation or to which any breach of the Indemnitees may otherwise become subject warranty (regardless of whether or not such Damages relate determined without regard to any third-party claim) and which arise from qualification or as a result of, exception contained therein relating to materiality or are connected with: (a) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification Effect or any similar qualification contained or incorporated directly or indirectly in standard) (each such representation or warranty); (bmisrepresentation and breach of warranty a “Warranty Breach”) any inaccuracy in or breach of covenant or agreement made or to be performed by any representation or warranty Seller pursuant to this Agreement (including Exhibit A) regardless of Sellers or GGC whether such Damages arise as if such representation and warranty had been made on and as a result of the Closing Date (except for such representations and warranties that address matters only as of a particular timenegligence, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification strict liability or any similar qualification contained other liability under any theory of law or incorporated directly equity of, or indirectly in such representation or warranty); (c) any breach violation of any covenant law by, Buyer, any of its Affiliates or obligation any of Sellers or GGC set forth their respective successors and assignees; (ii) Notwithstanding anything to the contrary in this Agreement; (d) any Closing Indebtedness , Sellers also agree to indemnify the Buyer Indemnified Parties from and against all Damages, whether accrued, contingent, absolute, determined, determinable or Acquired Company Transaction Expensesotherwise, incurred or suffered by such Buyer Indemnified Party which relate to the extent not credited against the payment Company or any Subsidiary and which arise out of the Purchase Price by Purchaser; (e) or relate to (i) all Taxes imposed on the Company or any Taxes of its Subsidiaries, or for which the Acquired Companies Company or any of its Subsidiaries is liable, with respect to any the Pre-Closing Tax Period; (ii) Taxes arising as a result of the Company changing from a cash method of accounting to an accrual method of accounting for tax purposes after the Closing; (iii) transactions occurring in a Pre-Closing Tax Period between the Company or any of its Subsidiaries on one hand and any of their respective Affiliates on other hand in violation of any Applicable Law relating to Taxes or Tax matters; (iv) any breach or nonperformance of any representation, warranty, covenant or agreement by Sellers set forth in this Agreement to the extent relating to Taxes or Tax matters; and (v) any reasonable costs or expenses with respect to the portion Taxes indemnified hereunder regardless of whether such Damages arise as a result of the negligence, strict liability or any other liability under any theory of law or equity of, or violation of any Straddle Period ending on the Closing Datelaw by, Buyer or any of its Affiliates. (iii) The aggregate indemnification obligation of Sellers for money damages pursuant to the extent not credited against the payment this Section 9.02(a) (other than as a result of the Purchase Price breach of Section 5.04, as discussed further below) shall not exceed the total amount of the Buyer Earnout Payment paid or payable to Sellers pursuant to Exhibit A (the “Indemnificaton Cap”); provided that the foregoing limitation shall not limit any right or remedy for fraud, intentional misrepresentation, gross negligence or willful breach or misconduct. In the event that the Buyer Indemnified Parties (or any of them) are entitled to recover Damages related to an indemnification claim under this Section 9.02(a) (other than as a result of the breach of Section 5.04, as discussed further below), the Buyer Indemnified Parties shall first recover such Damages by Purchaser and setting off such Damages against any Buyer Earnout Payment payable to Sellers, provided that if (i) at the time of Buyer seeking to recover such Damages, no Buyer Earnout Payment is reasonably expected to be payable pursuant to Exhibit A within three months therefrom, or (ii) any Taxes arising out of or related to a Permitted Activity; and (f) at the termination end of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 three-month period following from the Closing (time of Buyer seeking to recover such Damages, no Buyer Earnout Payment is actually payable pursuant to Exhibit A or the Buyer Earnout Payment payable then is not sufficient for Buyer to recover such Damage, Buyer may, at the time of Buyer seeking to recover such Damages or at the end of such three-month period, as applicable, elect to recover such Damages from Buyer Earnout Payments previously paid to the Sellers. In the event that the Damages resulting from a “Premature Departure”)breach of Section 5.04 exceed the Indemnification Cap, Buyer may recover the excess Damages above the Indemnification Cap only from the Seller that has breached Section 5.04 and Buyer may not recover any such excess Damages above the Indemnification Cap from any other Seller; and provided, however, that in no event a Seller’s maximum aggregate indemnification obligation with respect to such Seller’s breach of Section 5.04 shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that capped at the amount of Damages applicable the Share Proceeds received by such Seller. For the sake of clarity, notwithstanding anything to a Premature Departure the contrary herein, the provisions of this Section 9.02(a)(iii) shall vary depending not apply to any indemnification obligations required pursuant to Exhibit A (the “Earnout Indemnification Obligations”) and such Earnout Indemnification Obligations shall be governed by the terms and conditions set forth on Exhibit A. (iv) The Buyer Indemnified Parties may not recover pursuant to the Key Employee who is the subject of a Premature Departure as indemnity set forth in Exhibit B.this Section 9.02(a) unless and until the Damages incurred or suffered by the Buyer Indemnified Parties exceed $250,000 in the aggregate (the “Threshold”), and once the Threshold has been reached, the Buyer Indemnified Parties may make claims for indemnification for all Damages (including the amount of the Threshold); provided that the foregoing limitation shall not limit any right or remedy for fraud, intentional misrepresentation, gross negligence or willful breach or misconduct. (v) Damages shall be calculated net of actual recoveries under existing insurance policies (net of any applicable collection costs and reserves, deductibles, premium adjustments and retrospectively rated premiums). (vi) Sellers’ liabilities under this Section 9.02 shall be severally but not jointly based on such Seller’s Pro Rata Portion.

Indemnification by Sellers. From and for twelve (12) months after the Closing, Sellers shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: (a) From and after the Closing Date, Sellers shall, jointly and severally, indemnify and hold Purchaser, the Company and their respective Representatives, shareholders and controlling Persons (for purposes of this Article 9, collectively, the “Purchaser Indemnified Persons”) harmless from and against any inaccuracy in and all Losses (including without limitation any Environmental Losses) incurred or material sustained by, or imposed upon, directly or indirectly, such Purchaser Indemnified Person with respect to, by reason of or arising out of (i) any breach of any representation or warranty made by the Sellers contained in this Agreement, (ii) any breach by the Xxxxxxxx Companies of Sellers any of their covenants or GGC obligations contained in this Agreement or (iii) (A) the Warrant Repurchase Agreement, (B) that certain Amended and Restated Note and Warrant Purchase Agreement dated as of May 4, 2005, as amended, supplemented or otherwise modified through the date hereof, between the Company and BOCP, together with each of the Transaction Documents (as defined therein), (C) the Bonus Plan Releases; (D) that certain Waiver and Termination Agreement dated as of the date hereof by and among the Company, CCP, the Trust, each of this Messrs. Kostolansky, Anderson, Xxxxxx and Xxxxxxxx and BOCP with respect to the Shareholder Agreement (without giving effect as defined therein) and (E) that certain Waiver and Termination Agreement dated as of the date hereof by and among the Company and each of Messrs. Kostolansky, Anderson, Xxxxxx and Xxxxxxxx with respect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warrantythe SAR Plan (as defined therein); . (b) From and after the Closing Date, each Seller hereby agrees individually and severally (based on each such Seller’s pro rata portion of the Final Purchase Price) to indemnify and hold the Purchaser Indemnified Persons harmless from and against any inaccuracy and all Losses incurred or sustained by or imposed upon, directly or indirectly, such Purchaser Indemnified Person with respect to, by reason of or arising from or in or connection with (i) any breach of any a representation or warranty of Sellers made by that Seller contained in the Agreement or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (cii) any breach of any covenant or obligation of Sellers or GGC set forth that Seller in this Agreement; . (dc) Notwithstanding anything to the contrary in this Agreement, the Purchaser Indemnified Persons shall not be entitled to indemnification under Section 9.3(a) or (b): (i) in connection with any Closing Indebtedness claim for indemnification hereunder with respect to which Purchaser or Acquired Company Transaction Expenses, either of the Xxxxxxxx Companies has an enforceable contractual right of indemnification or right of set-off against any third party and Purchaser is enjoined by a court of competent jurisdiction or otherwise legally prevented from assigning any such rights to Seller; (ii) to the extent not credited against the payment of the Purchase Price value of any net Tax benefit (less any tax burden imposed on Purchaser by Purchaser; any indemnity amount paid in excess of such net Tax benefit) realized (eby reason of a Tax deduction, basis reduction, shifting of income, credits and/or deductions or otherwise) (i) any Taxes by Purchaser or either of the Acquired Xxxxxxxx Companies in connection with the Losses that form the basis of Purchaser’s claim for indemnification hereunder; (iii) with respect to any Preclaim for indemnification hereunder, unless Purchaser has given the written notice to Sellers’ Agent of such claim, setting forth in reasonable detail the facts and circumstances pertaining thereto prior to the applicable Cut-Closing Tax Period off Date; (iv) to the extent of the proceeds received by Purchaser or either of the Xxxxxxxx Companies in respect of any insurance claim under which Purchaser or either of the Xxxxxxxx Companies is entitled in connection with the facts giving rise to such indemnification; provided, that the Purchaser Indemnified Persons shall be entitled to indemnification with respect to any Losses incurred by Purchaser in pursuing any such insurance claim without regard to the portion provisions of any Straddle Period ending on the Closing Date, subsection (d)(i) hereof ; and (v) to the extent not credited against the payment Loss is reserved for in the Final Closing Balance Sheet. (d) In addition to the provisions of subsection (c) above and subject to the Purchase Price by Purchaser and provisions of subsection (iih) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) abovebelow, the Parties agree that the amount indemnification obligations of Damages applicable to a Premature Departure Sellers under this Agreement shall vary depending on the Key Employee who is the subject of a Premature Departure be limited as set forth in Exhibit B.follows:

Indemnification by Sellers. (a) From and for twelve (12) months after the Closing, and subject to the provisions of this Section 12.1, Sellers shall shall, jointly and severally, indemnify Purchaser and defend and reimburse Purchaser for and hold Purchaser harmless and indemnify each of the Indemnitees from and againstagainst any loss, suit, liability, claim, actual damage, charge, cost or expense (including reasonable legal fees and shall compensate and reimburse each of the Indemnitees forexpenses) (collectively, any Damages which are suffered or “Losses”), actually incurred by any Purchaser arising out of the Indemnitees or to which any of the Indemnitees may otherwise become subject in connection with following: (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: (ai) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as set forth in this Agreement; (ii) any breach of any covenant of any of the date of Sellers set forth in this Agreement Agreement; and (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); iii) the Circle Arbitration. (b) Sellers shall not be required to indemnify Purchaser, and shall not have any inaccuracy liability under clause (i) of Section 12.1(a), for (i) any Losses in the aggregate in excess of the Closing Holdback Deposit, minus any payments to be made in accordance with Section 2.5(i) (the “Indemnification Holdback Amount”) or breach (ii) any Losses unless the aggregate of all of Purchaser’s Losses exceed $75,000 (and then Purchaser may recover all of such Losses, subject to the limitation of clause (i) of this Section 12.1(b)). For purposes of this Section 12.1, Losses will be measured without regard to any materiality standards set forth in any representation or warranty of Sellers set forth in this Agreement. Sellers shall satisfy their obligation under this Section 12.1 by directing Escrow Agent to deliver to Purchaser a portion of the Indemnification Escrow Amount equal to the amount of any Losses incurred by Purchaser for which Purchaser is entitled to recover from Sellers hereunder. Any indemnification payments to Purchaser under this Agreement shall be made exclusively out of the Indemnification Escrow Amount and Purchaser hereby acknowledges that Sellers’ obligations to indemnify, defend, reimburse and hold Purchaser harmless in accordance with this Section 12.1 is without recourse to Sellers’ assets other than the Indemnification Escrow Amount. Purchaser’s sole and exclusive remedy for indemnification claims hereunder shall be a claim against the Indemnification Escrow Amount pursuant to the provisions set forth in this Section 12. (c) Notwithstanding the foregoing provisions of Section 12.1(b) to the contrary, neither of the limitations set forth in Section 12.1(b)(i) and (ii) on Purchaser’s right to recover from Sellers Losses incurred by Purchaser shall apply to any Losses incurred by Purchaser in connection with (i) the Circle Arbitration or GGC as if such (ii) Sellers’ breach of the representation and warranty had been made set forth in Section 5.11(e). (d) Sellers’ obligations to indemnify, defend, reimburse and hold harmless Purchaser in accordance with this Section 12.1 shall terminate on and as the six month anniversary of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any the “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Indemnification Termination Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that such obligation to indemnify, defend and hold harmless shall not terminate with respect to any item as to which a covered claim has been made against Purchaser and Purchaser shall have, prior to the six month anniversary of the Closing Date, made a claim for indemnification by delivering a notice of such claim to Sellers. (e) In the event Purchaser should have a claim against Sellers under this Section 12.1, Purchaser shall deliver notice of such claim promptly following discovery by Purchaser of such claim to Sellers. The failure to so notify shall not relieve Sellers of any liability they may have to Purchaser if such failure does not prejudice Sellers. If Sellers dispute their liability with respect to such claim, prior to any party’s seeking any relief at law, the parties shall proceed in no event shall good faith to negotiate a resolution of such Damages be “double counted” dispute for purposes a period of this Article 10. For purposes at least sixty (60) days after Sellers’ receipt of the claim notice. (f) aboveThe Indemnification Holdback Amount shall be released to Sellers on the six month anniversary of the Closing Date; provided, however, that any portion of the Indemnification Holdback Amount that is subject to any claim made by Purchaser against Sellers hereunder prior to the six month anniversary of the Closing Date shall, instead of being delivered to Sellers, be retained by the Escrow Agent in accordance with the Closing Escrow Agreement pending, and delivered to Sellers or Purchaser in accordance with, the Parties agree that resolution of any such claim by agreement of the amount of Damages applicable parties or Bankruptcy Court order. Sellers and Purchaser shall timely deliver instructions pursuant to a Premature Departure shall vary depending on this Section 12.1(f) to the Key Employee who is Escrow Agent in accordance with the subject of a Premature Departure as set forth in Exhibit B.Closing Escrow Agreement.

Indemnification by Sellers. From and for twelve (12) months after the ClosingClosing (but subject to the provisions of this ARTICLE 9), Sellers shall hold harmless shall, on a joint and several basis, indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, Purchaser for any Damages which are Losses suffered or incurred by any of Purchaser to the Indemnitees or to which any of the Indemnitees may otherwise become subject extent directly arising from (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: (ai) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as FPH contained in this Agreement, any certificate of Sellers delivered pursuant to this Agreement or any instrument of transfer executed in connection herewith, or (ii) any breach of any covenant of the date of Sellers or FPH contained in this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained instrument of transfer executed in connection therewith. Notwithstanding the foregoing and notwithstanding anything herein or incorporated directly or indirectly in any other agreement to the contrary, (x) no claims by Purchaser shall be so asserted, and the Sellers shall have no obligation to indemnify the Purchaser, unless and until the aggregate amount of all Losses of Purchaser indemnifiable hereunder exceeds on a cumulative basis an amount equal to $16,500,000, and then only to the extent of any such representation or warranty)excess and (y) the aggregate liability of the Sellers for Losses in respect of breaches and for indemnification under this Agreement shall in no event exceed $100,000,000 in the aggregate and Purchaser shall not assert any claims for indemnification for Losses in excess of such amount; provided that notwithstanding the foregoing, the limitations set forth in this sentence shall not apply to (bA) any inaccuracy in or breach of any representation or warranty made by Sellers in SECTION 4B (Target Companies Equity Interests), SECTION 4C (Subsidiaries), the first sentence of Sellers or GGC as if such representation and warranty had been made on and as SECTION 4D (Authorization), the last sentence of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such timeSECTION 4F(i) (without giving effect Title to any “Material Adverse Effect” Timberlands Properties), SECTION 4F(iv) (Title to Timberlands Assets other than Timberlands Properties), SECTION 4J (ERISA), SECTION 4L (Taxes), SECTION 4M (Affiliate Transactions) and SECTION 4P (Brokerage) or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (cB) any breach of any covenant or obligation of Sellers or GGC agreement (I) set forth in SECTION 3B (other than SECTIONS 3B(i) and SECTION 3B(iv), for which the limitations on indemnification set forth in clauses (x) and (y) of this Agreement; SECTION 9A shall be applicable) or SECTION 3F hereof or (dII) any Closing Indebtedness or Acquired Company Transaction Expenses, to which requires performance by the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on Sellers after the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B..

Indemnification by Sellers. (a) From and for twelve (12) months after the ClosingClosing and subject to the provisions of this Section 12.2, Sellers Seller Parent shall indemnify, defend and hold harmless Buyers, their Affiliates and indemnify each their respective officers, directors, employees, agents, successors and permitted assigns, (collectively, the “Buyer Indemnified Parties”) from, against and in respect of the Indemnitees from any and all Losses imposed on, sustained, incurred or suffered by, or asserted against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees Buyer Indemnified Parties, whether in respect of third party claims, claims between the Parties, or to which any of the Indemnitees may otherwise become subject (regardless of whether otherwise, directly or not such Damages relate to any third-party claim) and which arise from or as a result indirectly relating to, arising out of, resulting from, based upon, with respect to or are connected with: by reason of: (ai) any inaccuracy in or material the breach of any representation or warranty made by Sellers in this Agreement or any certificate delivered pursuant to this Agreement; (ii) the breach of any covenant or agreement made by Sellers in this Agreement or GGC as any certificate delivered pursuant to this Agreement; (iii) any Excluded Liability; and (iv) any Indebtedness of the date of this Agreement (without giving effect Business or the Transferred Group at Closing to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly the extent not taken into account in such representation or warranty); Closing Net Cash. (b) Notwithstanding anything to the contrary contained in this Agreement other than Section 12.2(a): (i) the indemnification provided in Section 12.2(a)(i) shall be the sole and exclusive post-Closing remedy available to Buyer Indemnified Parties, for any inaccuracy Losses arising out of or in connection with any breach or alleged breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; (ii) Sellers shall have no liability for any claim for indemnification pursuant to Section 12.2(a)(i) unless (A) the Losses for which the Sellers would be responsible for such claim and all related claims exceed the De Minimis Amount and (B) the aggregate amount of Losses (excluding all Losses associated with claims less than the De Minimis Amount) exceeds the Deductible; (d) any Closing Indebtedness or Acquired Company Transaction Expensesprovided further, to the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies that, each claim with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of a particular subject matter, set of facts, events or related circumstances in a taxing jurisdiction in any Tax period shall be treated as a separate claim with respect to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” Taxes for purposes of this Article 10. For purposes of Section 12.2; (fiii) abovesubject to Section 12.2(c), the Parties agree that the maximum aggregate amount of indemnifiable Losses arising out of or resulting from the causes enumerated in Section 12.2(a)(i) that may be recovered from Sellers shall not exceed $500,000,000 (the “Cap”); and (iv) the limitations in Section 12.2(b)(ii) and (iii) shall not apply to any Losses as a result of inaccuracies in the representations and warranties contained in Section 4.6(a) [Transferred Entities] and any such Losses shall not be counted in determining the thresholds or the Cap. (c) Notwithstanding the limitations in Section 12.2(b)(iii), if the aggregate amount of indemnifiable Losses arising as a result of inaccuracies in Section 4.20(a) and (b) [Acquired Assets] (excluding all Losses associated with claims less than the De Minimis Amount and excluding all Losses to the extent less than the Deductible and including any Damages applicable only in excess thereof) exceeds $1,000,000,000 in excess of the Cap, (the “Acquired Assets Threshold”), Sellers shall then be liable for any such Losses in excess of the Acquired Assets Threshold, up to a Premature Departure an aggregate maximum amount of $1,000,000,000 (exclusive of any amounts paid up to the Cap). (d) For the avoidance of doubt, any amounts taken into account in Closing Net Cash or Closing Date Net Working Capital shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.not be taken into account under this Section 12.2.

Indemnification by Sellers. From The Sellers jointly and for twelve (12) months severally agree to, and shall, indemnify the Purchaser and its subsidiaries and the Corporations after the ClosingClosing and their respective officers, Sellers shall directors, employees, shareholders, representatives and agents and hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: (a) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of them harmless at all times after the date of this Agreement, against and in respect of any and all damage, loss, deficiency, liability, obligation, commitment, cost or expense (including the fees and expenses of counsel) resulting from, or in respect of, any of the following ("PURCHASER LOSSES"): (a) Any misrepresentation, breach of warranty, or non-fulfillment of any obligation on the part of the Corporations prior to Closing, or the Sellers in this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); the Escrow Agreement. (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as Any liability of the Closing Date Corporation for any Tax accruing on or prior to January 2, 1998, but excluding any Taxes for which (except for such representations and warranties that address matters only as to the extent) there is an adequate accrual and reserve on the Financial Statements of a particular time, which need only be accurate as the Corporation (and excluding any Taxes payable by reason of such timethe 338(h)(10) (without giving effect Elections pursuant to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warrantySECTION 6.10); . (c) any breach Any failure of any covenant or obligation Seller to have good, valid and marketable title to the issued and outstanding Shares held by such Seller, free and clear of Sellers or GGC set forth in this Agreement; all Liens. (d) any Closing Indebtedness Any Claim by a stockholder or Acquired Company Transaction Expenses, to the extent not credited against the payment former stockholder of the Purchase Price by Purchaser; (e) Corporation or any other Person seeking to assert: (i) ownership or rights to ownership of any Taxes shares of capital stock of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and Corporation; (ii) any Taxes rights of a stockholder including any Option, preemptive rights or rights to receive notice or to vote; (iii) any rights under the Corporation's charter, bylaws or other constituent documents; or (iv) any Claim that his shares of capital stock were improperly repurchased by the Corporation. (e) All demands, assessments, judgments, costs and reasonable legal and other expenses arising out of from, or related in connection with, any action, suit, proceeding or Claim incident to a Permitted Activity; and (f) the termination any of the employment foregoing. The amount of each payment pursuant to this SECTION 12.3 shall be computed so as to protect the indemnitee from any loss on an after tax basis, taking into account the deductibility of any Key Employee identified payment or loss of the indemnitee in Exhibit B hereto, either for Cause by respect of which payment is made and the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes deductibility of any payment pursuant to this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.SECTION 12.3.

Indemnification by Sellers. From (a) Subject to the provisions and limitations of this Article VIII, from and after the Closing Date, each Seller, severally and not jointly, shall indemnify and hold harmless Purchaser and its Affiliates (the “Purchaser Indemnified Parties”) from and against any and all claims, liabilities, damages, losses, demands, obligations, deficiencies, costs, and expenses of any nature whatsoever, including, without limitation, reasonable attorneys’ fees, accountants’ fees, and all costs of investigation, and other expenses of defending any actions or claims, amounts of judgment and amounts paid in settlement, whether or not involving a Third Party Claim (collectively referred to as the “Damages”), suffered by Purchaser Indemnified Parties resulting from or arising out of (i) any inaccuracy or breach of any of the representations or warranties made by either Seller in this Agreement or in any Transaction Document executed in connection herewith, (ii) any breach or nonfulfillment of any covenants or agreements made by either Seller in this Agreement or in any Transaction Document executed in connection herewith, (iii) any Taxes owed by either Seller and any Taxes owed by either Company for twelve (12) months after or relating to the period prior to the Closing, Sellers shall hold harmless and indemnify each of (iv) any Indebtedness or Selling Expenses not fully paid by either Seller on the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether Closing Date or not such Damages relate to any third-party claim) and which arise from or taken as a result ofreduction to the Purchase Price at the Closing, or are connected with: save and except for Indebtedness disclosed on the Disclosure Schedules, (av) any inaccuracy in fraud or material breach of any representation willful misconduct or warranty of Sellers intentional misrepresentations or GGC as of omissions by either Seller (each claim made by the date of Purchaser Indemnified Parties pursuant to this Agreement (without giving effect to any Section 8.2(a) shall be a “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warrantyPurchaser Claim”); . (b) Except as set forth in the last sentence of this Section 8.2(b), Sellers shall not have liability for indemnification pursuant to clause (i) of Section 8.2(a) for any individual Purchaser Claim under clause (i) of Section 8.2(a) for which indemnification is provided hereunder unless the amount of all Purchaser Claims arising under clause (i) of Section 8.2(a) exceeds fifty thousand dollars ($50,000) in the aggregate (“Basket Amount”). Once the amount of all Purchaser Claims arising under clause (i) of Section 8.2(a) exceed the Basket Amount in the aggregate, Sellers shall be severally and not jointly responsible for the full amount of Purchaser Claims with respect to clause (i) of Section 8.2(a) including the Basket Amount. The Basket Amount shall not be applicable to any Purchaser Claim for breach of Section 4.8 (Accounts Receivable). Notwithstanding the foregoing, the maximum aggregate liability of Sellers for Purchaser Claims under clause (i) of Section 8.2(a), other than Fundamental Representations, and Section 4.8 (Accounts Receivable), shall not exceed, in the aggregate, an amount equal to twenty percent (20%) of the Purchase Price (“Cap”). Furthermore, the maximum aggregate liability of Sellers for Purchaser Claims under Section 8.2(a) shall not exceed, in the aggregate, an amount equal to the Purchase Price. The limitations set forth in this Section 8.2(b) shall not apply to any Purchaser Claim related to clauses Section 8.2(a)(iii) through Section 8.2(a)(v). (c) For purposes of determining under Article IV the inaccuracy in or breach of any representation or warranty herein or in any instrument or document delivered hereunder and the amount of Sellers or GGC as if any Damages that are indemnifiable hereunder, each such representation and warranty had been made on shall be read without regard and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “materiality or Material Adverse Effect” Effect or other materiality qualification or any similar qualification contained therein (as if such standard or incorporated directly or indirectly in qualification were deleted from such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; . (d) The Purchaser Indemnified Parties shall not be entitled to assert any Closing Indebtedness or Acquired Company Transaction Expenses, Purchaser Claim for indemnification pursuant to this Section 8.2 for Purchaser Claims for indemnification with time restrictions under Section 8.1(a) after the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified dates provided in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”Section 8.1(a); and provided, however, that if on or prior to such date a Notice of Claim (as defined below) shall have been provided pursuant to Section 8.4 hereof for such indemnification, the Purchaser Indemnified Parties shall continue to have the right to be indemnified with respect to such indemnification claim until such claim for indemnification has been satisfied or otherwise resolved as provided in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes VIII. (e) All claims for indemnification by Purchaser Indemnified Parties shall be net of any insurance proceeds actually received as a result of the matter for which indemnification is claimed. (f) aboveOnce Damages are agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article VIII, the Parties agree that Indemnifying Party shall satisfy its obligations within thirty (30) days of such agreement or final, non-appealable adjudication by paying the amount of Damages applicable by wire transfer of immediately available funds to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.an account designated by such Purchaser Indemnified Party.

Indemnification by Sellers. From (a) Subject to Section 10.4, each Seller, jointly and for twelve (12) months after severally, agrees to indemnify Purchaser and the Closing, Sellers shall hold harmless and indemnify each of the Indemnitees from and Purchaser Indemnified Persons against, and shall compensate agrees to hold Purchaser and reimburse each of the Indemnitees forPurchaser Indemnified Persons harmless from, any Damages which are and all Losses incurred or suffered or incurred by Purchaser and the Purchaser Indemnified Persons arising out of any of the Indemnitees following: (i) any breach of or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: (a) any inaccuracy in or material breach of any representation or warranty of Sellers made by any Seller (with respect to itself or GGC as of any Initial Acquired Company and any Subsequent Acquired Company) and any Initial Acquired Company or any Subsequent Acquired Company in this Agreement or in the date Additional Representations Certificate; (solely with respect to the representations and warranties set forth in Sections 4.10, 4.12 and 4.13, and subject to the limitations set forth in Section 10.4(a)(ii) and Section 10.4(a)(i)(B), disregarding for the purpose of this Agreement (without giving effect Section 10.2(a)(i) any limitation or qualification contained in such representations and warranties as to any “materiality or an Individual Material Adverse Effect” or other materiality qualification or Effect (which instead will be read as any similar qualification contained or incorporated directly or indirectly in such representation or warrantyadverse effect)); (bprovided, further, that such Seller shall have no liability under this Section 10.2(a)(i) for any breach of or inaccuracy in or breach of any representation or warranty unless (A) in the case of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such all representations and warranties that address matters only (other than Tax Warranties, Labor Warranties, Environmental Warranties and Title and Authorization Warranties) a notice of Purchaser’s or a Purchaser Indemnified Person’s claim is given to the Seller Representative not later than the close of business on the eighteen (18) month anniversary of the Initial Closing Date or the applicable Subsequent Closing Date, as the case may be, (B) in the case of Tax Warranties, a particular timenotice of Purchaser’s or a Purchaser Indemnified Person’s claim is given to the Seller Representative not later than the close of business on the Tax Statute of Limitations Date and (C) in the case of Environmental Warranties and Labor Warranties, which need only be accurate as a notice of such timePurchaser’s or Purchaser Indemnified Person’s claim is given to the Seller Representative not later than the close of business on the third (3rd) (without giving effect to any “Material Adverse Effect” or other materiality qualification year anniversary of the Initial Closing Date or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); Subsequent Closing Date, as the case may be; (cii) any breach of or failure by any Seller to perform any covenant or obligation of Sellers or GGC such Seller set forth out in this Agreement; provided, that Sellers shall have no liability under this Section 10.2(a)(ii) for any breach or failure occurring on or prior to the applicable Closing Date unless a notice of Purchaser’s or a Purchaser Indemnified Person’s claim is given to the Seller Representative not later than the close of business on the eighteen (d18) month anniversary of the applicable Closing Date; (iii) any Closing Indebtedness claim by a Minority Equity Holder relating to (A) any breach or Acquired Company Transaction Expensesfailure by Sellers to perform any covenant or obligation under this Agreement or the Minority Equity Agreements or otherwise arising from the actions, or failure to act, of Sellers under this Agreement or the Minority Equity Agreements during the period prior to the extent Initial Closing Date or any Subsequent Closing Date, as applicable, (B) any breach of or failure to perform by Sellers any obligations that Sellers have to such Minority Equity Holder and (C) the entering into this Agreement by Purchaser and the performance by Purchaser of its obligations hereunder with respect to such Minority Equity Holder in compliance with the terms hereof; provided, that Sellers shall have no liability under this Section 10.2(a)(iii) for any claim by a Minority Equity Holder arising from any breach, action or failure occurring on or prior to the applicable Closing Date unless a notice of Purchaser’s or a Purchaser Indemnified Person’s claim is given to the Seller Representative not credited against later than the payment close of business on eighteen (18) month anniversary of the Purchase Price by Purchaser; applicable Closing Date; (eiv) the amount of any Loss Contingency and Impairment Losses Shortfall, as determined in accordance with Section 6.3(b); (iv) any Taxes of the Acquired Companies arising out of the transactions described in Sections 6.31, 6.32, or 7.2(f) or Taxes of Purchaser from the receipt of interest on any note required to be distributed pursuant to Section 6.35, provided that the indemnity under Section 6.35 shall (A) apply only to interest paid for a maximum of three (3) years, (B) apply to interest up to a maximum rate or yield of 4%, (C) be for a maximum principal amount equal to the current or accumulated earnings and profits existing as of the applicable Closing and reduced by any cash required to be distributed pursuant to Section 6.35, (D) be reduced by any Tax Benefit received by any Acquired Company for the interest paid on the note and (E) be increased by any Dutch capital duty if Purchaser, despite its best efforts, is unable to repay the note according to its terms and capitalize the note into equity after three (3) years; (vi) any Taxes imposed on any Initial Acquired Company or Subsequent Acquired Company in respect of its income, business, property or operations or for which it may otherwise be liable by reason of the several liability pursuant to U.S. Treasury Regulation Section 1.1502-6 or any analogous state, local or foreign law or regulation analogous to U.S. Treasury Regulation Section 1.1502-6; (vii) any payment by Purchaser to any Minority Equity Holder in respect of Minority Equity Interests that exceeds the payment that would otherwise have been required to be paid to such Minority Equity Holder solely in exchange for its Minority Equity Interests pursuant to the terms and conditions set forth in Articles II and III, which excess payment is made by Purchaser in connection with obtaining the Minority Equity Approval with respect to such Minority Equity Holder, but in any Pre-event solely to the extent that Seller Representative, in its sole discretion, shall have agreed in advance to such excess payments; and (viii) any Taxes imposed on a Venezuelan Acquired Company for tax periods or portions of tax periods ending on or before the applicable Closing Date and any cost or expense incurred by a Venezuelan Acquired Company in respect thereof. For purposes of this provision, any Taxes with respect to a tax period that includes the Closing Date will be measured based on an assumed closing of the books as of such Closing Date. Any amount payable under this provision shall be reduced by any refunds received by Purchaser after the applicable Closing Date with respect to such tax period and not paid to Sellers. There shall, however, be no credit to Sellers for amounts reserved on the Financial Statements with respect to such Tax Period claims. Each Seller acknowledges that Purchaser shall be entitled, as a result of the indemnification provided herein, to eliminate such reserve on financial statements prepared on and after the applicable Closing Date. (b) Seller Parent agrees to indemnify Purchaser and the Purchaser Indemnified Persons against, and agrees to hold Purchaser and the Purchaser Indemnified Persons harmless from, any and all Losses incurred or suffered by Purchaser or a Purchaser Indemnified Person arising out of the Venezuelan Arbitration which are required pursuant to the Venezuelan Arbitration Award to be satisfied by the Venezuelan Arbitration Entities, following the applicable Closing with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted ActivityVenezuelan Arbitration Entities; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that Purchaser and the Purchaser Indemnified Persons shall have the right to payment by Sellers solely in no event shall respect of the amount by which such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that Losses exceed the amount of Damages applicable any Venezuela Arbitration Loss Reserves. (c) Seller Parent agrees to indemnify Purchaser and the Purchaser Indemnified Persons against, and agrees to hold Purchaser and the Purchaser Indemnified Persons harmless from, any and all Losses incurred or suffered by Purchaser or a Premature Departure shall vary depending on Purchaser Indemnified Person arising out of the Key Employee who is Peruvian Arbitration which are required pursuant to the subject of a Premature Departure as set forth in Exhibit B.Peruvian Arbitration Award to be satisfied by the Peruvian Acquired Companies following the Closing with respect to the Peruvian Acquired Companies.

Indemnification by Sellers. From and for twelve (12) months after the Closing, Sellers each Seller and the Members shall jointly and severally indemnify and hold harmless Buyer, its Affiliates, officers and indemnify each directors, employees, agents, and representatives, and any Person claiming by or through any of them, as the Indemnitees case may be (each, a “Buyer Indemnitee”), from and against, against any and shall compensate and reimburse each all Losses arising out of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: resulting from: (a) any inaccuracy representations and warranties made by Sellers in or material breach of any representation or warranty of Sellers or GGC as of the date of this Agreement (without giving effect not being true and accurate when made or when required by this Agreement to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); be true and accurate; (b) any inaccuracy failure by Sellers to perform any of its covenants, agreements, or obligations in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); this Agreement; (c) any breach of any covenant or obligation the activities and operations of Sellers or GGC set forth in this Agreement; prior to Closing; (d) the employment by Sellers of, or services rendered to it by, any Closing Indebtedness finder, broker, agency, or Acquired Company Transaction Expensesother intermediary, to in connection with the extent not credited against the payment transactions contemplated hereby, or any allegation of the Purchase Price by Purchaser; any such employment or services; (e) any Excluded Assets or Excluded Liabilities; (f) any non-compliance of Sellers with applicable state or other Legal Requirements relating to bulk sales or transfer in bulk in connection with the transactions contemplated hereby; (g) Taxes of Sellers (collectively, with all other indemnification obligations of the Sellers contained in this Section 8.1, the “Section 8.1 Indemnified Claims”); (h) any costs incurred by any Buyer Indemnitee related to the BBI Agreement or any dispute related thereto; and (i) any Taxes New Store Expenses. If, by reason of the Acquired Companies with respect claim of any third party relating to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) matters subject to such indemnification, an Encumbrance, attachment, garnishment, or execution is placed or made upon any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment properties or assets owned or leased by Buyer, in addition to any indemnity obligation of any Key Employee identified in Exhibit B heretoSellers and the Members under this Section 8.1, either for Cause by Sellers and the Purchaser Members shall be obligated to furnish a bond sufficient to obtain the prompt release of such Encumbrance, attachment, garnishment or without Good Reason by the Key Employee, execution within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes five days from receipt of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.notice relating thereto.

Indemnification by Sellers. From Each Seller (each an “Indemnifying Party”) agrees to jointly and for twelve severally, indemnify and hold harmless Purchaser from and against any and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (12hereinafter individually a “Loss” and collectively “Losses”) months incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly (including, after the First Closing, Sellers shall hold harmless and indemnify each of by the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claimCompany) and which arise from or as a result of, or are connected with: of (ai) any inaccuracy in or material breach of any a representation or warranty of Sellers the Company or GGC as of a Seller contained herein, in the date of Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in for the period such representation or warrantywarranty survives pursuant to Section 8.1(a); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out failure by the Company or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or related limit any other remedies that may be available to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.Purchaser.

Indemnification by Sellers. From (a) Except as set forth herein, for the period commencing on the Closing Date and for twelve (12) months after ending upon the Closingexpiration of the periods specified in Section 7.1 of this Agreement, Sellers shall shall, subject to the limitations set forth in this Article 7, indemnify, defend and hold harmless Buyer and indemnify each its directors, officers, employees, shareholders, attorneys, accountants and agents (collectively, “Buyer Indemnified Parties”) against and in respect of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered all Losses sustained or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which Buyer Indemnified Parties that arise from or as a result out of, or are connected with: (a) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaser; (e) : (i) any Taxes breaches of Sellers’ or ZoneCare’s representations, warranties, covenants or agreements (in the Acquired Companies case of any covenants or agreements made by ZoneCare, solely with respect to covenants or agreements to be performed on or prior to the Closing Date) set forth in the Acquisition Documents or any certificate delivered pursuant thereto; (ii) (A) except as set forth in Schedule 7.3(a)(ii) any Tax of ZoneCare for all taxable periods ending on or before the Closing and the pro rata portion through the effectiveness of the Closing for any taxable period (each such taxable period, a “Pre-Closing Tax Period”), (B) any Tax of any member of an affiliated, consolidated, combined or unitary group of which LLC (or any predecessor) is or was a member on or prior to the effectiveness of the Closing, including pursuant to Treasury Regulation §1.1502-6 or any similar state, local, or foreign law or regulation, and (C) any Tax of any Person (other than LLC) imposed on ZoneCare as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which Taxes relate to an event or transaction occurring before the effectiveness of the Closing; provided, however, for the avoidance of doubt, the Sellers shall not be required to indemnify the Buyer Indemnified Parties for any Tax resulting solely from action taken by the Buyer after the Effective Date. (b) For purposes of Section 7.3(a)(ii), in the case of any taxable period that includes (but does not end on) the effectiveness of the Closing (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of ZoneCare for a Straddle Period which relate to the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the effectiveness of the Closing (and for such purpose, the taxable period of any partnership or with respect other pass-through entity in which ZoneCare holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of ZoneCare for a Straddle Period which relate to the portion Pre-Closing Tax Period shall be deemed to be the amount of any Straddle Period such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on the effectiveness of the Closing Date, and the denominator of which is the number of days in such Straddle Period. (c) Any payments pursuant to the extent not credited against the payment of this Section 7.3 shall be treated as an adjustment to the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.all Tax purposes.

Indemnification by Sellers. From Sellers will indemnify and for twelve (12) months hold Buyer harmless at all times after the Closing, Sellers shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: (a) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date of this Agreement against and in respect of any damage, deficiency, claim or expense resulting from: (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (bi) any inaccuracy in or misrepresentation, breach of warranty, breach of agreement or covenant or non–observance of any representation or warranty of Sellers or GGC as if such representation and warranty had been made condition on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as part of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in Seller under this Agreement; (dii) from any misrepresentation in or omission from any other instrument to be furnished by such Seller under this Agreement; and (iii) all actions, suits, proceedings, demands, assessments, judgments, reasonable attorneys' fees and other related costs incident to any of the foregoing (“Buyer’s Indemnifiable Losses”). Buyer’s Indemnifiable Losses will not include: (i) any Closing Indebtedness tax liabilities arising by reason of any reduction or Acquired Company Transaction Expensesdisallowance of deductions from taxable income in one taxable year, to the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period such reduction or with respect to the portion of any Straddle Period ending on the Closing Datedisallowance results in a corresponding increase in allowable deductions from income in another taxable year, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out the shifting of items of income from one taxable year to another or related to a Permitted Activity; and (fiii) the termination capitalization of the employment amounts which were expenses, but only if such capitalized amounts are subject to amortization or depreciation or recovery in cost of any Key Employee identified in Exhibit B heretogoods sold, either for Cause by the Purchaser inventory or without Good Reason by the Key Employeematerials, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that Buyer’s Indemnifiable Losses may include any damage attributable to the lost time value of money with respect to any of such matters. Sellers will reimburse Buyer, after reasonable notice and opportunity to defend against any such claim, for any Buyer’s Indemnifiable Losses experienced or incurred by Buyer at any time after the Closing Date in no event shall respect of any liability to which the foregoing indemnity applies, subject to the Deductible. If a claim is asserted against Buyer which Buyer knows or has reason to believe will result in any liability of any Seller under this indemnity, Buyer will promptly notify the affected Seller in writing and afford such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, Seller the Parties agree that the amount of Damages applicable opportunity to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.defend against such claim.

Indemnification by Sellers. From Each Seller will severally, but not jointly, indemnify and for twelve (12) months after the Closing, Sellers shall hold harmless (in the same manner and indemnify each of to the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or same extent as a result of, or are connected with: (a) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; subsection 5(a), including, without limitation, clauses (dy) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment and (z) of the Purchase Price by Purchaser; (eproviso set forth therein) the Company and its directors, officers and controlling persons, each other party registering securities under a Registration Statement and each underwriter, dealer manager or similar securities industry professional participating in the distribution of Seller's Registrable Shares and such securities industry professional's respective directors, officers, partners and controlling persons and any other party offering securities under such Registration Statement, (i) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period materially untrue statement or alleged untrue statement of material fact, or any omission or alleged omission to state a material fact with respect to the portion of any Straddle Period ending on the Closing Date, such Registration Statement or Prospectus if such statement or alleged statement or omission or alleged omission was made in reliance upon information furnished to the extent not credited against the payment Company by or on behalf of the Purchase Price by Purchaser and such Seller for use in such Registration Statement or Prospectus, (ii) any Taxes arising out of or related results from the fact that such Seller sold Registrable Shares to a Permitted Activity; and (f) Person to whom there was not sent or given, at or prior to the termination written confirmation of such sale, a copy of the employment Prospectus if the Company had previously furnished copies thereof to Sellers and such Prospectus, as then amended or supplemented, corrected such misstatements or omission, or (iii) results from such Seller breaching one or more of its obligations hereunder. Each Seller will reimburse the indemnified parties for any Key Employee identified legal or other costs or expenses incurred in Exhibit B heretoconnection with defending any such loss, either for Cause by claim, damage, liability, action or proceeding resulting from the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”)actions of such Seller; and provided, however, that in no event shall any Seller's individual indemnification obligations under this Addendum exceed the aggregate proceeds such Damages Seller has received from the sale of such Seller's Registrable Shares; provided further, however, that nothing herein shall be “double counted” for purposes deemed or construed to limit, modify, or otherwise affect each Seller's indemnification obligations under Article 8 of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.Stock Purchase Agreement.

Indemnification by Sellers. From In the event that the transactions provided for in this Agreement are completed and for twelve (12) months after it is subsequently determined that the ClosingCorporation or the Parent or Buyer or any agent, Sellers shall hold harmless and indemnify each employee, affiliate, successor or nominee of the Indemnitees from and againstCorporation or the Parent or Buyer, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which officers, directors, shareholders, subsidiaries, affiliates, employees and agents of any of the Indemnitees may otherwise become aforesaid (collectively the "Indemnified Parties") has or is subject (regardless of whether or not such Damages relate to any thirdloss, damage, liability, deficiency, claim, cost, recovery, expense (including interest, penalties and reasonable legal fees), assessment or re-party claimassessment (collectively the "Claims") and which arise from arising out of or as a result offrom, the incorrectness, failure, non-compliance or are connected with: (a) any inaccuracy in or material other breach of any representation, warranty or covenant made by the Sellers pursuant to this Agreement, notwithstanding any investigations made by the Parent or Buyer or its representatives, and including any accounts receivables of the Corporation existing as of the Time of Closing which have not been collected within 180 days from the Time of Closing, the Sellers unconditionally agree to indemnify and save harmless the Indemnified Parties for the amount of such Claims, accounts receivables and any liability for Taxes arising in the Corporation or holding Companies for periods prior to the Effective Date. The obligation of the Sellers to indemnify the Indemnified Parties pursuant to the foregoing is limited, in the case of accounts receivables of the Corporation, to the amount of accounts receivable which have not been collected in full within 180 days of the Closing Date and which, in the aggregate, exceed fifteen percent (15%) of the aggregate amount (before deduction of any reserve or allowance for doubtful accounts) of all accounts receivable of the Corporation on the Closing Date; notwithstanding the foregoing, the Sellers shall not be responsible to indemnify any party in respect of any accounts receivable or other intercorporate debt between and among any of Logicorp, LSG, 123557 and 591360. Any Claim against the Sellers under this section shall be in writing and shall be made within one hundred and twenty (120) days of the date on which such representation or warranty ceases to survive according to the provisions of this Agreement. In the event that the Sellers or GGC make an indemnity payment with respect to accounts receivable, then the uncollected accounts receivable in respect of which the indemnity payment is made, shall be transferred and assigned to the Sellers as of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach the indemnity payment. The Indemnified Parties shall forthwith notify the Sellers of any representation liability or warranty Claim for which the Sellers may be liable hereunder promptly after the Indemnified Parties receive notice thereof and the Sellers shall have the right to participate in any negotiations with respect thereto. The Sellers shall at all times have the right, at its joint sole expense, to dispute and contest any liability to, or Claim asserted by, any person other than the Indemnified Parties for which the Sellers may be liable hereunder, provided that the Sellers first admit to the Buyer that if there is a liability in respect of such Claim, the Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except is responsible for such representations liability. The Indemnified Parties shall, and warranties that address matters only as of a particular timeshall cause the Corporation to, which need only be accurate as of such time) (without giving effect to fully co-operate with the Sellers and its counsel in any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies proceedings with respect to any Pre-Closing Tax Period such liability. There shall be no obligation for the Sellers to indemnify the Parent or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.Buyer:

Indemnification by Sellers. From Subject to the provisions of this Section 15(b), and for twelve (12) months after as an integral part of the ClosingTransaction, Sellers shall hereby agree to hold harmless and indemnify each of the Indemnitees Purchaser from and against, and shall to compensate and reimburse each of the Indemnitees for, Purchaser for any Damages claim or loss which are is suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject Purchaser (regardless of whether or not such Damages relate claim or loss relates to any third-third party claim) and which arise from arising out of or as a result of, or are connected in connection with: : (a1) any inaccuracy in or material breach of any representation or warranty of made by Sellers or GGC as of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; and (d2) any Closing Indebtedness failure by Sellers to perform or Acquired Company Transaction Expensescomply with any covenant or agreement in this Agreement. Any claim for indemnification by the Purchaser pursuant to this Section 15 shall be subject to the following limitations: (i) the Parties agree and acknowledge that, however without limiting the Sellers’ indemnification and other obligations and liabilities under Sections 5, 11.7, 12, 13, 16, and 17, indemnification provisions of this Section 15 are the Purchaser’s sole and exclusive remedy with respect to all claims and losses of every kind and nature arising in connection with transactions contemplated by this Agreement or the subject matter hereof, (ii) the aggregate indemnification obligations of Sellers, however without limiting the Sellers’ indemnification and other obligations and liabilities under Sections 5, 11.7, 12, 13, 16, and 17, shall be limited to an amount equal to fifty percent (50%) of the Purchase Price actually paid or due for payment by the Purchaser to Sellers under this Agreement (the “Cap”). For the avoidance of doubt, to the extent not credited against a claim or claims made prior to or on the payment applicable Claims Date exceed the amount of the Cap determined at the time such Claim is made, such claims remain outstanding until the Cap has been finally determined (i.e. until the last portion of Additional Purchase Price by Purchaserhas been paid or is due for payment); and (eiii) (i) Sellers are not required to make any Taxes indemnification payment unless a written notice of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause claim is given by the Purchaser prior to or without Good Reason on the applicable Claims Date (it being clear that the Purchaser shall be entitled to make an initial claim for any contingent loss and finalise such initial claim when the contingent loss has ceased to be contingent); (iv) unless a claim made by the Key EmployeePurchaser under this Agreement has been satisfied, settled or withdrawn previously, the arbitral proceedings based on such claim shall be commenced against any of the Sellers within 12 months from the 12 month period following the Closing notice of a claim referred to above in sub-section (a “Premature Departure”iii) in accordance with Section 21 (Governing law and arbitration); and provided, however, that the foregoing limitations shall not apply in no event shall such Damages be “double counted” for purposes the case of this Article 10. For purposes fraud, gross negligence or willful misconduct, or with respect to breach of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as representations and warranties set forth out in Exhibit B.Sections 14.1 and 14.6(1).

Indemnification by Sellers. From and for twelve (12) months after Subject to the Closinglimitations set forth in this Section 10.1, Sellers shall agree to indemnify, defend and hold Buyer and its respective Affiliates and their respective officers, directors, partners, members, stockholders, employees, agents, representatives, successors and permitted assigns (collectively, the “Buyer Indemnitees”), harmless from and indemnify each in respect of any and all Losses, net of the Indemnitees proceeds from and against, and shall compensate and reimburse each of the Indemnitees any insurance policies or other third party reimbursement for, or any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or tax benefit Buyer actually receives as a result of, such loss, and net of any Losses incurred by Seller Indemnitees and not previously paid pursuant to which they are entitled to indemnification under Article X that they may incur arising solely out of or are connected with: related to: (ai) any inaccuracy in or material breach of any representation or warranty of Sellers made by Sellers, Resource Partners or GGC as of the date of this Agreement Agent (in each case without giving effect regard to any “Material Adverse Effect” or other materiality qualification “materiality” qualifier contained therein) in this Agreement, the Schedules, or any similar qualification contained other Transaction Document delivered by Sellers or incorporated directly or indirectly in such representation or warranty); Agent pursuant to this Agreement; (bii) any inaccuracy in or breach of any representation or warranty of made by Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date Resource Partners (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (in each case without giving effect regard to any “Material Adverse Effect” or other materiality qualification or any similar qualification “materiality” qualifier contained or incorporated directly or indirectly therein) in this Agreement as if such representation or warranty); warranty were made on and as of the Closing Date; (ciii) any breach by Sellers, Resource Partners or Agent of any covenant or obligation of Sellers, Resource Partners or Agent in this Agreement or any other Transaction Document delivered pursuant to this Agreement; (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Sellers or GGC set forth any Acquired Company (or any Person acting on their behalf) in this Agreement; connection with any of the Contemplated Transactions; (dv) the Redemption and any Contingency Obligations; (vi) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by PurchaserBuyer Indemnified Taxes; or (e) (ivii) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.Special Indemnity Matter.

Indemnification by Sellers. From The Sellers agree to severally and for twelve (12) months after the Closing, Sellers shall jointly indemnify and hold harmless and indemnify each of the Indemnitees Buyer Indemnified Party, from and against, against any and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: (a) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, all Losses to the extent not credited against the payment such Losses result from, arise out of the Purchase Price by Purchaser; (e) or are based upon: (i) any Taxes representation made by such Seller in Section 3 hereof that is false, untrue or inaccurate when made (or when deemed to have been made) by such Seller or the Breach of the Acquired Companies with respect to any Pre-Closing Tax Period or warranty made by such Seller in Section 3 hereof (provided, however, that, with respect to the portion of any Straddle Period ending on representations (excluding Section 3.9) qualified by materiality, Material Adverse Change or similar qualifications, no Breach thereof shall be deemed to have occurred if the Closing DateLosses resulting therefrom can be measured adequately or reasonably estimated in monetary terms and do not exceed, individually or in the aggregate, US$2,000,000; provided, further, that if the Losses resulting from such Breaches cannot be measured adequately or reasonably estimated in monetary terms, the foregoing proviso shall not apply to the extent not credited against the payment of the Purchase Price by Purchaser and such Breaches); (ii) any Taxes Breach by such Seller of any of its respective covenants or agreements in this Agreement or pursuant hereto; (iii) any Losses of any Buyer Indemnified Party resulting from, arising out of or related based upon the AMC Credit Agreement or any agreement, document or instrument relating thereto; (iv) without duplication of any amounts accounted for under Sections 2.2 and 2.3, any Inbursa Additional Amount if neither the Inbursa Amendment or Waiver nor the Inbursa Payoff Letter are delivered prior to a Permitted Activity; the Closing Date for any reason whatsoever, and (fv) any Taxes imposed on, asserted against, incurred by or paid by Symphony as a result of or in connection with the termination actions taken or omissions by Sellers and their affiliates in connection with Seller Structuring Transactions (irrespective of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser whether such Taxes are properly or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”legally imposed or asserted); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B..

Indemnification by Sellers. From Subject to the other terms and for twelve conditions of this ARTICLE 10 and the terms and conditions set forth in ARTICLE 13, Sellers, severally and not jointly (12) months after pro rata in accordance with the Closingportion of the Purchase Price received by each Seller), Sellers shall indemnify, defend, reimburse and hold harmless Buyer, its Affiliates, successors and indemnify each assigns and the respective officers, directors, employees, attorneys, agents and stockholders of the Indemnitees foregoing (the “Buyer Indemnified Parties”) from and againstagainst any and all Losses incurred or sustained by, and shall compensate and reimburse each of the Indemnitees foror imposed upon, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result Buyer Indemnified Party based upon, arising out of, with respect to, relating to or are connected with: by reason of: (a) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation of the representations or warranty warranties of Sellers contained in ARTICLE 2 hereunder or GGC as if such representation the Company in ARTICLE 3, provided that no Seller shall have any obligation hereunder with respect to any inaccuracy in or breach of any of the representations and warranty had been made on and warranties of any other Seller; (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers pursuant to this Agreement; (c) any Company Transaction Expenses or Indebtedness outstanding as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” the extent not paid or other materiality qualification satisfied by the Company or any similar qualification contained Sellers at or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; prior to the Closing; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to Taxes for the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to (including the pre-Closing portion of any Straddle Period ending on Period) to the extent not included in the computation of Company Transaction Expenses or Closing DateNet Working Capital (collectively, “Pre-Closing Taxes”), to the extent that such Taxes have not credited against been reimbursed under a claim made under the payment R&W Insurance Policy; or (e) any of the Purchase Price by Purchaser and (iimatters set forth on Section 10.1(e) any Taxes of the Buyer Disclosure Schedule. Any claims arising out of clauses (b), (c), (d), or related to a Permitted Activity; and (fe) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable Section 10.1 are referred to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure herein as set forth in Exhibit B.“Excluded Claims.”

Indemnification by Sellers. From and for twelve (12) months after After the Closing, Sellers Westway Group shall (a) indemnify Buyer, any Company, any Company Subsidiary or any of their respective Affiliates (each a “Buyer Indemnified Party”) against, and shall hold each Buyer Indemnified Party harmless and indemnify each of the Indemnitees from and against, any and shall compensate and reimburse each of the Indemnitees forall Losses incurred or sustained by, or imposed upon, any Damages which are suffered Buyer Indemnified Party based upon, arising out of or incurred by with respect to (i) the business of Westway Group and its Subsidiaries other than the Companies and the Company Subsidiaries, including any of liability relating to or arising from the Indemnitees Seller’s Terminals Business or to which any of (ii) the Indemnitees may otherwise become subject (Excluded Canadian Assets and Excluded Canadian Liabilities, in each case regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: (a) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date of this Agreement (without event giving effect to any “Material Adverse Effect” such Losses occurred before or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); after the Closing and (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as pay to Buyer the Seller Additional Taxes, if such representation and warranty had been made on and as any, promptly following determination of the Closing Date Notional Tax Amount in the Notional 2012 Tax Returns pursuant to Section 5.4(h) of this Agreement. For the purposes of clarity, Losses subject to indemnification under this Section 8.2 shall include any liability for the Taxes of the Companies and the Company Subsidiaries arising as a result of their having been a member of an affiliated, consolidated, combined or unitary group (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification group under comparable non-U.S. laws) in respect of which any of Westway Group or its Subsidiaries was also a member (but other than any similar qualification contained or incorporated directly or indirectly in such representation or warrantygroup comprising only the Companies and the Company Subsidiaries); (c) . In the event any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction ExpensesTax Return filed with a Governmental Entity reflects a deduction for In-the-Money Warrants, to the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies with respect to any Pre-Closing Notional Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser Amount shall be promptly recalculated reflecting such deductions and (ii) any Taxes arising out of or related Westway Group shall pay to a Permitted Activity; and Buyer within ten (f10) the termination days of the employment filing of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that Tax Return the amount of Damages applicable to a Premature Departure shall vary depending on (if any) by which the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.Notional Tax Amount was reduced.

Indemnification by Sellers. From and for twelve (12) months after the ClosingClosing Date, Sellers shall hold harmless except with respect to Taxes and indemnify each Tax matters (indemnification claims in respect of the Indemnitees from and againstwhich may be brought solely under Article IX), and subject to the provisions of this Article VIII (including the limitations set forth in Section 8.5), each Seller, severally (in proportion to its Seller Proportion, except to the extent subject to the proviso to this Section 8.2) but not jointly, shall compensate indemnify and reimburse each of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: hold harmless (a) the Company and its Subsidiaries (collectively, the “Company Indemnified Parties”) from and against any inaccuracy in or material and all Losses actually incurred by the Company Indemnified Parties to the extent resulting from: (i) any breach of a Fundamental Representation by the Company; (ii) any breach of any other representation or warranty of Sellers or GGC as of by the date of this Agreement Company contained in Article IV; (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (ciii) any breach of any covenant or obligation of Sellers or GGC agreement contained in this Agreement to be performed by the Company prior to Closing; or (iv) the matters set forth in this Agreement; Section 8.2(a)(iv) of the Purchaser Disclosure Schedule. (db) the Purchaser and its Affiliates (other than the Company Indemnified Parties) (collectively, the “Purchaser Indemnified Parties” and together with the Company Indemnified Parties, the “Seller Indemnitees”) from and against any Closing Indebtedness or Acquired Company Transaction Expenses, and all Losses actually incurred by the Purchaser Indemnified Parties to the extent not credited against the payment of the Purchase Price by Purchaser; (e) resulting from: (i) any Taxes breach of a Fundamental Representation by such Seller; (ii) any breach of any other representation or warranty by such Seller contained in Section 3.1; (iii) any breach of any covenant or agreement contained in this Agreement to be performed by such Seller; or (iv) Seller Transaction Expenses to the Acquired Companies extent they were incurred prior to the Closing and were not considered in calculating the Equity Value or the Distribution Amount. provided that, notwithstanding anything in this Agreement to the contrary, any indemnifiable Losses incurred by the Company Indemnified Parties or the Purchaser Indemnified Parties to the extent resulting from the breach of any representation or warranty made by a Seller or from the breach of a covenant or agreement made by a Seller shall be indemnified solely by the breaching Seller in accordance with respect this Article VIII, and not by any other Seller; provided further, notwithstanding anything in this Agreement to any Pre-Closing Tax Period or the contrary, the foregoing indemnification with respect to the portion of any Straddle Period ending on the Closing Date, Purchaser Indemnified Parties is intended to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by indemnify the Purchaser Indemnified Parties only for Losses suffered or without Good Reason incurred by them directly and is not intended to indemnify the Key Employee, within the 12 month period following the Closing (Purchaser Indemnified Parties with respect to Losses suffered by a “Premature Departure”); and provided, however, Company Indemnified Party or that they may suffer or incur solely by virtue of their direct or indirect equity ownership in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.Company Indemnified Party.

Indemnification by Sellers. From Systemax and for twelve (12) months after the Closingeach Seller shall, Sellers shall jointly and severally, indemnify, defend and hold harmless Purchaser and indemnify each of its Representatives (collectively, the Indemnitees “Purchaser Indemnified Persons”) from and againstagainst any and all Damages (collectively, and shall compensate and reimburse each of the Indemnitees for“Purchaser Damages”) (with respect to subparts (a) through (e) below, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-involving a third party claim, and with respect to subparts (f) and which arise from or as a result (g), solely with respect to third party claims), arising out of, relating to or are connected with: resulting from (a) any breach or inaccuracy in or material breach of any a representation or warranty of a Seller contained in this Agreement or in any other Transaction Agreement; (b) any breach of a covenant of a Seller contained in this Agreement or in any other Transaction Agreement; (c) Excluded Assets, Excluded Business or Excluded Liabilities (and Sellers’ failure to satisfy any Excluded Liability); (d) any noncompliance with applicable bulk sales or fraudulent transfer Legal Requirements in connection with the Transaction (it being understood that the Sellers or GGC as shall not be responsible for Damages incurred by the Purchaser by reason of the date Purchaser’s failure to satisfy, discharge, perform or fulfill the Assumed Liabilities); (e) any Purchaser Damages arising out of Purchaser’s failure to deduct or withhold any Taxes from any amount paid by Purchaser to Sellers that Purchaser was required to deduct and withhold under any applicable Legal Requirement; (f) any claim related to wages, Taxes, employment matters, benefits or similar claims that arise out of or connection with Sellers’ offering or payment of compensation or any other acts or omissions of Sellers related to matters described in Section 9.2; and (g) any claim for any violation by Sellers of that certain Assurance for Voluntary Compliance, dated September 2015, by and among Systemax, TigerDirect, Inc. and the State of Florida; provided that for purposes of determining whether any breach or inaccuracy in any representations, warranties or covenants has occurred and for the purposes of calculating Purchaser Damages resulting therefrom (but not for purposes of determining satisfaction of closing conditions pursuant to ARTICLE 3 hereof), the representations and warranties in this Agreement (and in any other Transaction Agreement shall be deemed to have been made without giving effect any qualifications as to any materiality and, accordingly, all references herein and therein to “material,” “in all material respects,” “Material Adverse Effect” or other and similar qualifications as to materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only shall be accurate as of such time) (without giving effect deemed to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.deleted therefrom.

Indemnification by Sellers. From Subject to Sections 10.1 and for twelve 10.4, Sellers hereby agree to indemnify and hold Buyer harmless against and with respect to, and shall reimburse Buyer for: (12a) months after Any and all losses, liabilities, or damages resulting from any untrue representation, breach of warranty, or nonfulfillment of any covenant by Sellers contained in this Agreement or in any certificate, document, or instrument delivered to Buyer under this Agreement, except to the extent that any untrue representation, breach of warranty or nonfulfillment of any covenant results from any act or omission of Buyer or its agents. (b) Any and all obligations of Sellers not assumed by Buyer pursuant to this Agreement, including any liabilities arising at any time under any Contract not included in the Assumed Contracts. (c) Any and all losses, liabilities, or damages resulting from the operation or ownership of the Station prior to the Closing, Sellers shall hold harmless and indemnify each of including any liabilities arising under the Indemnitees from and against, and shall compensate and reimburse each of Licenses or the Indemnitees for, any Damages Assumed Contracts which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: (a) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on events occurring prior the Closing Date, except to the extent not credited against the payment that any such loss, liability or damage results from any act or omission of Buyer or its agents. (d) Any and all losses, liabilities or damages resulting from any claim by Cuchifritos Communications, L.L.C. relating to Buyer's execution, delivery or performance of this Agreement. (e) Any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including reasonable legal fees and expenses, incident to any of the Purchase Price by Purchaser and (ii) any Taxes arising out of foregoing or related incurred in investigating or attempting to a Permitted Activity; and (f) avoid the termination of same or to oppose the employment of any Key Employee identified imposition thereof, or in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of enforcing this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.indemnity.

Indemnification by Sellers. From (a) Each Seller shall indemnify and for twelve defend Buyer and its Affiliates (12) months after including, following the Closing, Sellers shall hold harmless the Acquired Company and indemnify each of its Subsidiary) and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the Indemnitees from and “Buyer Indemnitees”) against, and shall compensate and reimburse each of the Indemnitees forhold them harmless from, any Damages which are suffered and all Losses resulting from, arising out of, or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result ofBuyer Indemnitee in connection with, or are connected with: otherwise with respect to: (ai) any inaccuracy in or material breach the failure of any representation and warranty by any Seller contained in this Agreement, the Seller Disclosure Schedule, or warranty of Sellers any certificate or GGC other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this Agreement Agreement; (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (cii) any breach of any covenant or obligation agreement of Sellers or GGC set forth any Seller contained in this Agreement; , the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; (diii) any Closing Indebtedness fees, expenses or other payments incurred or owed by any Seller, the Acquired Company Transaction Expensesor its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Sellers shall not be liable for any Loss or Losses pursuant to the extent not credited against the payment of the Purchase Price by Purchaser; (eSection 10.2(a)(i) (i“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any Taxes manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Companies Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any Pre-Closing Tax Period matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.Third Party Claims.

Indemnification by Sellers. From Each Seller, Sancxxx xxx Huizxxxx, xxverally but not jointly, agrees to indemnify Purchasers and for twelve the Company and hold them harmless from any loss, damage or expense (12including reasonable attorneys' fees) months after which Purchasers, the Closing, Sellers shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered Company or incurred by any of the Indemnitees their officers, directors, parents or subsidiaries or other affiliates, actually incur (to which any of the Indemnitees may otherwise be offset by applicable insurance recovery obtained), suffer or become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or liable for as a result of, of or are connected with: in connection with (a) any the inaccuracy in or material breach of any agreement, representation or warranty of Sellers Sellers, Sancxxx xx Huizxxxx xxxtained in this Agreement, any Exhibit or GGC as Schedule to be delivered pursuant hereto occurring or developing during the period of the date survival of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such agreement, representation or warranty)warranty including any claims by any third parties alleging facts or circumstances which, if true, would constitute such inaccuracy or breach; (b) failure to pay any inaccuracy in sales or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as use tax liability of the Closing Date (except Sellers for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty)periods through the Transfer Time; (c) any breach assertion against the Company or Purchasers of any covenant claim or obligation liability of Sellers not expressly assumed hereunder by the Company or GGC set forth in this AgreementPurchasers; (d) any Closing Indebtedness unless expressly assumed by the Company or Acquired Company Transaction Expensesthe Purchasers hereunder, to the extent not credited assertion against the payment Company or Purchasers by any person, firm, governmental agency or corporation of any obligation or liability of Sellers accruing on or prior to, or existing at, the Purchase Price by PurchaserTransfer Time and thereafter accrued, including without limitation, tax claims or liabilities; (e) (i) failure of Sellers to obtain necessary consents to assignment of any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, Transferred Assets to the extent not credited against the payment of the Purchase Price required by Purchaser and (ii) any Taxes arising out of this Agreement; or related to a Permitted Activity; and (f) the termination any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses incident to any of the employment foregoing or in enforcing this indemnity. Purchasers and the Company shall give Sellers, Sancxxx xxx Huizxxxx xxxmpt written notice of any Key Employee identified in Exhibit B heretoclaim, either for Cause suit or demand which Purchasers or the Company believe will give rise to indemnification by the Purchaser or without Good Reason by the Key EmployeeSellers, within the 12 month period following the Closing (a “Premature Departure”)Sancxxx xx Huizxxxx xxxer this paragraph; and provided, however, that the failure to give such notice shall not affect the liability of Sellers, Sancxxx xx Huizxxxx xxxeunder unless the failure to give such notice adversely and materially affects the ability of Sellers, Sancxxx xx Huizxxxx xx defend themselves against a claim or to cure the breach or inaccuracy giving rise to the claim for indemnification on account thereof. Except as hereinafter provided, Sellers, Sancxxx xxx Huizxxxx xxxll have the right to defend and to direct the defense against any such claim, suit or demand, in no event their names or in the name of Purchasers or the Company at Sellers', Sancxxx'x xxx Huizxxxx'x xxxion and with counsel of Sellers', Sancxxx'x xxx Huizxxxx'x xxx choosing, which counsel shall be reasonably satisfactory to Purchasers. Purchasers and the Company shall, at Sellers', Sancxxx'x xxx Huizxxxx'x xxxense, cooperate in the defense of any such Damages claim, suit or demand. If Sellers, Sancxxx xxx Huizxxxx xxxhin reasonable time after notice of a claim, fail to defend Purchasers or the Company or if, in the good faith judgment of Purchasers, the facts giving rise to indemnification hereunder shall involve a possible claim by Purchasers or any of their affiliates or the Company against a third party, or the facts concern a claim constituting or challenging any material rights or assets of Sellers acquired by the Company pursuant to this Agreement or seeking an injunction or other equitable relief against the Company, the Purchasers or any of their affiliates, Purchasers and the Company shall be “double counted” entitled to have separate counsel undertake the defense, compromise or settlement of such claim at the expense of and for purposes the account and risk of Sellers, Sancxxx xxx Huizxxxx, xxbject to the right of Sellers, Sancxxx xxx Huizxxxx xx assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve liability for, or the amount of, money damages to be assessed against Purchasers or the Company, provided Sellers, Sancxxx xxx Huizxxxx xxxl not, without Purchaser's written consent (not to be unreasonably withheld) settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to Purchasers and the Company a release from all liability in respect of such claim. No right or remedy conferred in this paragraph is intended to be exclusive of any other right or remedy available, now or hereafter at law or in equity or otherwise, to the parties hereto. Any payments due to Purchasers or the Company under the terms of this Article 10paragraph 13.1 shall be made first from the escrow account specified in paragraph 6.3 above until the balance in the escrow account has been exhausted. For purposes Except as specified below, any balance in the escrow account (including any interest earned thereon) shall be distributed to Sellers on the first anniversary of (f) abovethe Closing. In the event that prior to the first anniversary of the Closing, Purchasers have given notice to Sellers of an indemnification claim which remains outstanding on the Parties agree that first anniversary of the Closing, then until such claim is finally resolved, there shall continue to be held in escrow an amount equal to the amount of Damages applicable the unresolved claim, and any excess escrow balance shall be distributed to a Premature Departure shall vary depending the Sellers on the Key Employee who is first anniversary of the subject of a Premature Departure as set forth in Exhibit B.Closing.

Indemnification by Sellers. From (i) Sellers acting jointly and for twelve severally (12solidairement and conjointement) months after the Closing, Sellers shall indemnify and hold harmless Purchaser and indemnify each of the Indemnitees from and againstits directors, officers, shareholders, and shall compensate employees (collectively, the “Purchaser Indemnified Persons”), and will reimburse each of the Indemnitees Purchaser Indemnified Persons, and if Purchaser so wishes the Company, for, any Damages which are suffered loss, liability, claim, damage or incurred by any expense (including reasonable costs of the Indemnitees investigation and defense and reasonable attorneys’ fees and expenses) (collectively, “Losses”) arising or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise resulting from or as a result of, or are connected with: (a) in connection with any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers set forth in Section 5 of this Agreement. (ii) Sellers acting jointly and severally (solidairement and conjointement) shall indemnify and hold harmless the Purchaser Indemnified Persons, and will reimburse the Purchaser Indemnified Persons for, any Losses arising or GGC as if such representation and warranty had been made on and as resulting from or in connection with any of the Closing Date following: (except for such representations and warranties that address matters only as A) any inaccuracy or breach of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); warranty of Sellers set forth in Section 6 of this Agreement; (cB) any breach of any covenant or obligation of Sellers in this Agreement or GGC any Transaction Document (other than the covenants set forth in this Agreement; Section 11). (dC) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the claim by any person for payment of any fees or expenses incurred by the Purchase Price by Purchaser; Company in connection with the negotiation and execution of this Agreement and the transactions contemplated hereby (eother than any claim for such fees or expenses which Purchaser has agreed to pay pursuant to Section 16); (D) (i) any except for Taxes reflected on the Final Closing Balance Sheet and accounted for in the calculation of Actual Net Working Capital, Taxes of the Acquired Companies Company with respect to any Pre-period ending on or prior to the Closing Tax Period Date, or with respect to the portion of any Straddle Period (as defined in Section 14(b) hereof) ending on the Closing Date; (E) any claims by customers relating to the billing practices of the Company or Company Subsidiaries with respect to any period prior to the Closing Date to the extent that such practices are not in compliance with the terms of the applicable Contract with such customer; (F) except for amounts reflected on the Final Closing Balance Sheet and accounted for in the calculation of Actual Net Working Capital, any payments, costs or liabilities of the Company in connection with the acquisition by the Company of all equity interests in any Company Subsidiaries held by any person or entity other than the Company as of September 30, 2011; or (G) any of the claims or proceedings listed on Schedule 6(t) of the Disclosure Schedule, to the extent such claims or proceedings were not credited reserved against in the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Final Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.Balance Sheet.

Indemnification by Sellers. From Sellers agree to defend, indemnify and for twelve (12) months after the Closing, Sellers shall hold harmless Purchaser, MSLP and indemnify each its Affiliates and their respective directors, officers, employees and agents from, against and in respect of, the full amount of: (i) (A) any and all Indemnified Losses arising from or in connection with any breach or violation of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees representations and warranties of Sellers contained in this Agreement or to which (B) any and all Indemnified Losses arising from or in connection with any breach or violation of the Indemnitees may otherwise become subject covenants or agreements of Sellers contained in this Agreement; (regardless ii) any and all capital or other taxes related to or arising from the sale and transfer of whether shares contemplated hereby by reason of any Liability of Sellers for such taxes as assessed by any taxing authority against Sellers either before or not such Damages after the Closing Date; (iii) any and all Indemnified Losses related to or arising from claims for breach of contract existing on or prior to the Closing Date, and/or which are brought after the Closing Date for acts and omissions of Sellers, which occurred prior to the Closing Date; (iv) any and all Indemnified Losses related to or arising from any Products delivered by Sellers prior to the Closing Date, including without limitation, Indemnified Losses for product recalls, product defects, warranty claims, personal injury or death (which shall exclude any claims which have specifically been reserved or allowed for in sufficient amounts to fully cover the Indemnified Loss prior to the Closing Date in the closing trial balance); (v) any and all Indemnified Losses which relate to any third-party claim) legal and/or governmental proceedings which are not set forth on Schedule 2.5 and Schedule 5.11(h), existing on or prior to the Closing Date, and/or which arise from or as a result of, or are connected with: (a) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of brought after the Closing Date (except for such representations acts and warranties that address matters only as omissions of a particular timeSellers, which need only be accurate as of such timeoccurred prior to the Closing Date in connection with any Excluded Liabilities; (vi) (without giving effect any and all Indemnified Losses related to or arising from any “Material Adverse Effect” or other materiality qualification third party claim against MSLP or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies its Affiliates with respect to any Pre-Closing Tax Period or with respect Excluded Liabilities; and (vii) any and all Indemnified Losses related to the portion business or operations of any Straddle Period ending on Sellers prior to the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B..

Indemnification by Sellers. From and for twelve (12) months after After the Closing, Sellers shall but subject to Section 10.5, each Seller hereby agrees to indemnify and hold Buyer harmless against and indemnify each of the Indemnitees from and againstwith respect to, and shall compensate and reimburse each of the Indemnitees Buyer for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: : (a) any inaccuracy in and all Losses resulting from any untrue representation or material breach of warranty by FVP or the nonfulfillment of any representation or warranty of Sellers or GGC as of covenant to be performed by FVP prior to the date of Closing contained in this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); other Transaction Document to which FVP is a party; (b) any inaccuracy in and all Losses resulting from any untrue representation or breach of warranty by such Seller or the nonfulfillment of any representation or warranty of Sellers or GGC as if covenant by such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification Seller contained in this Agreement or any similar qualification contained or incorporated directly or indirectly in other Transaction Document to which such representation or warranty)Seller is a party; and (c) any breach rate refund liability imposed on any of the FrontierVision Companies for any covenant period ending prior to the Adjustment Time by a final order or obligation of Sellers or GGC set forth in this Agreement; decision issued by a Governmental Authority (d) any Closing Indebtedness or Acquired Company Transaction Expenses, but only to the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) out-of-pocket costs payable in respect thereof and it being understood and agreed that any Taxes of the Acquired Companies with claim for indemnification in respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, rate refund liability may be made only pursuant to the extent this Section 10.2(c) and not credited against the payment under any other provision of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”this Section 10.2); and provided, however, that Buyer may make a claim pursuant to this Section 10.2(c) upon the issuance of an initial adverse order or decision by a Governmental Authority with respect to one of the FrontierVision Companies for any period ending prior to the Adjustment Time that could result in no event shall such Damages be “double counted” for purposes an obligation of the Sellers to indemnify Buyer under this Section 10.2(c) in order to preserve its rights under this Article 10. For purposes 10 pending appeal or other final resolution of such order or decision. (d) any and all Losses resulting from the matters disclosed in Sections 3.14 and 3.15 of FrontierVision's Disclosure Schedule (other than matters relating to Rate Regulatory Matters, including, without limitation, the matters disclosed in items 1 and 2 of said Section 3.15) and the tax audits disclosed in Section 3.12 of FrontierVision's Disclosure Schedule. (e) any and all Losses resulting from any pole attachment fees payable with respect to the operation by the FrontierVision Companies of the Systems for any period ending prior to the Adjustment Time. (f) above, any and all Losses resulting from the Parties agree that the amount matter disclosed in Item A.4 of Damages applicable Section 3.6 of FrontierVision's Disclosure Schedule relating to a Premature Departure shall vary depending on dispute between the Key Employee who is FrontierVision Companies and CSG. (g) any and all Losses resulting from amounts that are payable by the subject of a Premature Departure as set forth FrontierVision Companies to the other parties under the purchase and sale agreements referred to in Exhibit B.Section 3.11(i).

Indemnification by Sellers. From and for twelve (12) months after the ClosingClosing Date, Sellers shall hold harmless hereby jointly and severally agree to indemnify each of Buyer and its Affiliates and their respective officers, directors, stockholders, employees and agents (the Indemnitees from and “Buyer Indemnified Parties”) against, and shall compensate and reimburse each of the Indemnitees foragrees to hold them harmless from, any Damages which are suffered or incurred by any of Loss to the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not extent such Damages relate to any third-party claim) and which arise Loss arises from or as a result of, or are connected with: in connection with the following: (a) the ownership and operation of the Purchased Assets by the Sellers and the development, manufacture, distribution, market and sale of the Product by the Sellers prior to the Closing Date (in each instance excluding actions taken by licensees of any inaccuracy in Seller or material its affiliates); (b) any breach by any Seller of any representation or warranty of Sellers or GGC as of the date of contained in this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); Agreement; (c) any breach by any Seller of any covenant of its covenants, agreements or obligation of Sellers or GGC set forth obligations contained in this Agreement; and (d) any Closing Indebtedness Retained Liability or Acquired Company Transaction ExpensesExcluded Assets. Notwithstanding the foregoing, the indemnifications in favor of the Buyer Indemnified Parties contained in Section 9.2(b): (A) shall not be effective until the aggregate amount of all Losses indemnified against under this Section 9.2(b) exceeds [***] (the “Threshold Amount”), in which event Sellers shall be liable for [***] the Threshold Amount; and (B) shall terminate once the aggregate amount of all Losses indemnified against under Section 9.2(b) exceeds an amount equal to the extent not credited against the payment [***] of the Purchase Price by Purchaser; actually paid to Sellers (e) (i) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature DepartureCap Amount”); and , provided, however, that in no event shall such Damages be “double counted” (a) for the purposes of determining a breach or Loss and for purposes of this Article 10. For purposes of (f) above, the Parties agree that determining the amount of Damages applicable Loss, [***]; (b) the foregoing Threshold Amount and Cap Amount shall [***] and (c) the foregoing limitations shall not apply to any indemnification by Sellers for any Losses asserted against, imposed upon or incurred by the Buyer Indemnified Parties as a Premature Departure shall vary depending on result of fraud with scienter by any Seller. In the Key Employee who is the subject event that Sellers are required to indemnify Buyer for any Losses pursuant to this Article IX, Buyer agrees that Sellers may determine how much of a Premature Departure as set forth in Exhibit B.such indemnification amounts will be paid by each Seller.

Indemnification by Sellers. From (a) Subject to the terms and for twelve (12) months after the Closingconditions of this ARTICLE XII, Sellers shall jointly and severally agree to indemnify, defend and hold harmless and indemnify each of the Indemnitees from and Purchaser from, against, for and shall compensate in respect of any and reimburse each of the Indemnitees forall Indemnifiable Losses asserted against, any Damages which are suffered relating to, imposed upon or incurred by Purchaser by reason of, resulting from, based upon or arising out of any of the Indemnitees following (collectively, “Indemnifiable Losses”): (i) the breach, inaccuracy, untruth or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: (a) any inaccuracy in or material breach incompleteness of any representation or warranty of Sellers contained in or GGC as made pursuant to this Agreement or any certificate, schedule or exhibit delivered by Sellers in connection with this Agreement; (ii) the breach or nonperformance of any covenant or agreement of Sellers contained in or made pursuant to this Agreement or any of the date Ancillary Agreements; (iii) all Excluded Liabilities; or (iv) operations of this Agreement (without giving effect the Business prior to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); the Closing. (b) Subject to Section 12.3(c), Sellers shall not be required to indemnify Purchaser for any inaccuracy Indemnifiable Losses incurred with respect to Section 12.3(a)(i) until the aggregate amount of all such Indemnifiable Losses under all individual claims made by Purchaser shall exceed $50,000 (the “Sellers’ Indemnification Floor”); provided, however, that if the aggregate amount of Indemnifiable Losses in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as respect of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly claims shall exceed the Sellers’ Indemnification Floor, Sellers shall indemnify Purchaser for all Indemnifiable Losses in respect of such representation or warranty); claims. (c) Nothing contained in this ARTICLE XII shall limit in any manner any remedy at law or in equity to which Purchaser shall be entitled against Sellers as a result of willful fraud or intentional misrepresentation by Sellers, or any of their representatives or agents. The provisions of Section 12.3(b) above shall not limit, in any manner, Sellers’ obligation to indemnify Purchaser for any breach of any covenant or obligation agreement of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price be performed by Purchaser; (e) (i) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on Sellers following the Closing Date, including, without limitation, Sellers’ obligation to the extent not credited against the payment of the Purchase Price by Purchaser perform and (ii) any Taxes discharge all Excluded Liabilities and Sellers’ obligations arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.Ancillary Agreements.

Indemnification by Sellers. From (a) Subject to the terms, conditions and for twelve (12) months after the Closinglimitations of this Section 7, Sellers shall each Seller, jointly and severally, agrees to indemnify, defend and hold harmless and indemnify each of the Indemnitees from and Buyer Indemnified Parties from, against, and shall compensate and reimburse each Buyer Indemnified Party, in the manner described in this Section 7, for and in respect of the Indemnitees forany and all Losses asserted against, any Damages which are suffered relating to, imposed upon or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result Buyer Indemnified Party by reason of, resulting from, based upon or are connected with: arising out of, whether directly or indirectly, (ai) any inaccuracy in the breach, inaccuracy, untruth or material breach incompleteness of any representation or warranty of a Seller contained in or made pursuant to this Agreement, any Transaction Documents or any certificate, schedule or exhibit delivered by Sellers or GGC as of the date of in connection with this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); Transaction Document, (bii) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; Agreement or any Transaction Document (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that no Seller shall be responsible to Buyer for another Seller’s failure to comply with the provisions of Section 6.4), (iii) any liability of Sellers other than the Assumed Liabilities, (iv) any liability to which Buyer Indemnified Parties may become subject and that arises from or relates to the failure of such Seller to comply with any bulk transfer law in connection with the transactions contemplated by this Agreement, or (v) any Proceeding relating to any breach, alleged breach, liability or matter of the type referred to above (including any Proceeding commenced by any Buyer Indemnified Party for the purpose of enforcing any of its rights under this Section 7) (collectively, “Buyer Indemnifiable Losses”). (b) Notwithstanding anything to the contrary contained in this Agreement, no event claim for Buyer Indemnifiable Losses shall be made under this Section 7: (i) unless both Sellers receive a Claim Notice during the Indemnification Period, (ii) unless the aggregate of Buyer Indemnifiable Losses shall exceed $50,000 (at which point Seller shall become liable for the aggregate Losses, and not just amounts in excess of $50,000), (iii) to the extent Buyer had a reasonable opportunity, but failed, in good faith to mitigate the Losses due to the failure of Buyer to use commercially reasonable efforts to recover under a policy of insurance, and (iv) for any Losses suffered, incurred or sustained by any Buyer Indemnified Party or to which any of them becomes subject to the extent such Damages be “double counted” for purposes Losses arise from or were caused by the breach of this Article 10. For purposes any covenant or obligation of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as Buyer set forth in Exhibit B.this Agreement or any Transaction Document. The indemnification provisions in this Section 7.3 shall be the Buyer Indemnified Parties’ sole and exclusive remedy with respect to any claim for Losses against a Seller under this Agreement; provided, however, that nothing contained in this Section 7.3(b) shall limit any remedy at law or equity to which Buyer may be entitled against Sellers for fraud or intentional misrepresentation; provided, further, that neither ISS nor BSG shall dissolve or liquidate its corporate entity or distribute any portion of, or interest in, the Buyer Common Stock to any of their respective equity holders for a period of twenty four (24) months after the Closing Date. (c) Notwithstanding anything to the contrary contained in this Section 7.3, (i) no claim for Buyer Indemnifiable Losses shall be made against ISS under this Section 7 for any Losses to the extent that the Buyer Indemnified Parties have received payments from ISS in respect of claims made under this Section 7 in excess of $1,500,000 in the aggregate, and (ii) no claim for Buyer Indemnifiable Losses shall be made against BSG under this Section 7 for any Loses to the extent that the Buyer Indemnified Parties have received payments from BSG in respect of claims made under this Section 7 in excess of $2,580,000 in the aggregate.

Indemnification by Sellers. From and for twelve (12) months after the Closing, The Sellers shall indemnify and hold harmless Buyer, its controlling Persons and indemnify its affiliates and each of their respective agents, representatives, employees, officers, directors and stockholders (collectively, the Indemnitees from and against“Indemnified Persons”), and shall compensate and reimburse each of the Indemnitees Indemnified Persons for, any Damages which are suffered loss, liability, claim, damage, expense (including, but not limited to, costs of investigation and defense and reasonable attorneys fees) or incurred by any diminution of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of value, whether or not such Damages relate to any involving a third-party claimclaim (collectively, “Damages”) and which arise arising from or as a result of, or are connected in connection with: : (a) any inaccuracy breach in any of the representations and warranties of the Sellers in this Agreement or material breach in any certificate delivered by the Sellers pursuant to this Agreement, any actions, omissions or statements of fact inconsistent with any such representation or warranty of the Sellers, or any inaccuracy in any certificate or other instrument delivered by the Sellers or GGC as of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); Company pursuant hereto; (b) any inaccuracy in or breach of any representation or warranty of failure by the Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular timeCompany to perform or comply with any covenant, which need only be accurate as of such time) (without giving effect to obligation or understanding in this Agreement or in any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); Other Transaction Document; (c) any breach actual or alleged Taxes (A) of the Company in respect of any covenant period through the Closing Date to the extent such liability is not adequately reflected or obligation reserved against on the Final Closing Statement, (B) of Sellers any other Person (other than Company) which is or GGC set forth has ever been affiliated with Company or with whom Company otherwise joins or has ever joined (or is or has ever been required to join) in this Agreementfiling any consolidated, combined, unitary or aggregate Tax Return, prior to the Closing Date, and (C) any payments required to be made after the Closing Date under any Tax sharing, Tax indemnity, Tax allocation or similar contracts (whether or not written) to which the Company was obligated, or was a party, on or prior to the Closing Date; and (d) any Closing Indebtedness claim by any Person for brokerage or Acquired finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with the Company Transaction Expenses, to or any Seller (or any Person acting on its behalf) in connection with the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.Transaction.

Indemnification by Sellers. From (a) Subject to the terms and conditions of this Article X, Sellers agree to reimburse, defend, indemnify and hold harmless Purchaser and its present and future Affiliates (including the Company) and their respective managers, directors, officers, employees and representatives (collectively, the “Purchaser Indemnified Parties”) from, against and in respect of any and all Losses resulting from, or that exist or arise due to, any of the following (collectively, “Purchaser Claims”): (i) prior to their expiration in accordance with Section 10.1 hereof, any inaccuracy of any representation or breach of any warranty made or given by any Seller or the Company in this Agreement, any Transaction Document to which a Seller or the Company is a party or any certificate delivered by a Seller pursuant hereto, other than inaccuracies or breaches resulting from or due to any fraud, intentional misrepresentation or criminal acts committed by or on behalf of any Seller or any of its Affiliates on or prior to the Closing; (ii) any breach of or failure by Sellers or the Company to perform or comply with any covenant or agreement contained in this Agreement or any Transaction Document to which a Seller or the Company is a party; (iii) any Excluded Asset, Excluded Liability or Retained Liability (including any such matters that are disclosed in the Disclosure Schedules or that are required to be disclosed in the Disclosure Schedules as exceptions to or disclosures made pursuant to the representations and warranties set forth in Article IV); (iv) the failure of Sellers to comply with any Applicable Laws concerning bulk sales in connection with the transactions contemplated hereby or otherwise; (v) any fraud, intentional misrepresentation, willful misconduct or criminal acts committed by or on behalf of any Seller or any of its Affiliates on or prior to the Closing Date; and (vi) any claim alleging any of the foregoing. (b) Notwithstanding Section 10.2(a) hereof, the obligations of the applicable Sellers pursuant to Section 10.2(a)(i) hereof (and, solely to the extent directly resulting from Purchaser’s continued operation of the Business after the Closing Date and only for twelve (12) months such Losses directly incurred after the Closing, Sellers shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: (a) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty10.2(a)(iii); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaser; (e) ): (i) any Taxes of the Acquired Companies will not apply, other than with respect to Sections 4.1 (Organization; Authority; Binding Obligation; Capitalization), 4.2 (Noncontravention; Consents), 4.3 (Title and Condition of Assets; Sufficiency), 4.11 (Tax Matters), 4.15 (Product Warranty; Product Liability), and 4.25 (Brokers’ Fees), until the aggregate of all such Losses claimed by all Purchaser Indemnified Parties, or any Pre-Closing Tax Period or with respect of them under Section 10.2 exceeds Five Hundred Thousand Dollars ($500,000) (the “Basket Amount”) after which the Purchaser Indemnified Parties shall be entitled to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment recover all such Losses in excess of the Purchase Price by Purchaser Basket Amount; and (ii) will be limited to, and will not exceed, Seventeen Million Dollars ($17,000,000). (c) All amounts owing pursuant to this Section 10.2 will be paid promptly, and in any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B heretoevent, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period not more than five business days following the Closing (a “Premature Departure”); and providedfinal adjudication or determination thereof, however, that by wire transfer from one or more Sellers of immediately available funds to the account designated in no event shall writing by any Purchaser Indemnified Party entitled to such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.payment.

Indemnification by Sellers. From and for twelve (12) months after the Closing, Sellers shall jointly and severally indemnify and hold Buyer, its Affiliates and their respective directors, officers, employees, shareholders, members, partners, agents, Representatives, successors and assigns (collectively “Buyer Claimants” and individually a “Buyer Claimant”) harmless from, and indemnify defend each of the Indemnitees them from and against, any and shall compensate all demands, claims, Actions, Liabilities, losses, costs, damages or expenses whatsoever (including, without limitation, (i) reasonable costs of investigation and reimburse each defense, (ii) reasonable attorneys’ fees and expenses, and (iii) reasonable costs and attorney’s fees and expenses in respect of the Indemnitees forany successful Action to enforce this provision) (collectively, any Damages which are suffered “Claims”) asserted against, imposed upon or incurred by any Buyer Claimants resulting from, arising out of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: based upon: (a) any inaccuracy in or material breach of any representation or warranty of the Sellers or GGC as of contained herein (other than the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warrantyTax Representations, which shall be governed exclusively by Article IX); ; (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of any of the Sellers contained herein; (c) any Transaction Expenses of Sellers or GGC set forth in this Agreement; any Company; (d) any Closing Indebtedness of any Companies or Acquired Company Transaction Expenses, any Liabilities due to the extent not credited against the payment of the Purchase Price by Purchaser; any Seller; (e) the McGladrey Litigation; (if) the Class Action Litigation; (g) the Alliance Litigation; or (h) the Companies’ workers’ compensation insurance, including any Taxes of the Acquired Companies Employee claims, unpaid premiums (including amounts payable with respect to any Pre-Closing Tax Period premium audits) and any other costs of such insurance and/or arising from Sellers’ or the Companies’ participation in the captive arrangement associated with respect such insurance. The Buyer Claimants’ right to indemnification shall not be limited or affected in any way by any investigation, inquiry or examination conducted, or any knowledge acquired (or capable of being acquired), at any time by Buyer. Notwithstanding anything contained herein to the portion contrary: (A) Sellers shall not be required to indemnify a Buyer Claimant pursuant to Section 8.2(a) unless and until the aggregate cumulative sum of any Straddle Period ending on all amounts for which indemnity would otherwise be due under this Section 8.2 exceeds $400,000 (the Closing Date“Threshold”), to in which case Sellers shall be responsible for the extent not credited against the payment full Threshold and all of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activitysuch excess; and (fB) the termination of the employment of any Key Employee identified in Exhibit B hereto, either Sellers’ aggregate maximum liability for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”)indemnification pursuant to Section 8.2(a) shall not exceed $5,000,000; and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (fi) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as limitations set forth in Exhibit B.clause (A) or clause (B) of this paragraph shall not apply to any Claims brought against Sellers with respect to Fundamental Representations or for fraud, the maximum aggregate liability for such Claims shall not exceed $33,000,000, and (ii) the limitations set forth in clause (B) of this paragraph shall not apply to any Claims brought against Sellers with respect to Section 3.17(a) (Compliance with Law), the maximum aggregate liability for which such Claims shall not exceed $8,250,000.

Indemnification by Sellers. From Sellers shall, in accordance with and for twelve (12) months after subject to the Closinglimitations in this Article VIII, Sellers shall jointly and severally, indemnify, defend, protect and hold harmless Buyer and indemnify its assigns, successors and Affiliates and the directors, officers and employees of each of Buyer and its assigns, successors and Affiliates (collectively, the Indemnitees from “Buyer Indemnitees”) from, against and in respect of all Actions asserted against, and shall compensate and reimburse each of the Indemnitees forall Damages asserted against or suffered, any Damages which are suffered sustained, incurred or incurred paid, directly or indirectly, by any of the Indemnitees Buyer Indemnitee (collectively, “Buyer Losses”) in connection with or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result arising out of, or are connected with: : (a) any the breach or inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date of any Seller set forth in this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); Seller Agreement; (b) any inaccuracy in the breach or breach nonfulfillment of any representation covenant or warranty agreement in this Agreement or any Seller Agreement, or in any certificate delivered by Sellers hereunder, on the part of any Seller; (c) any Liability of Sellers and the Company for unpaid Taxes with respect to any taxable periods ending on or GGC as if such representation before the Closing Date and warranty had been made on and as the portion through the end of the Closing Date for any taxable period that includes (except but does not end on) the Closing Date (“Pre-Closing Tax Period”), any Liability of the Company for such representations and warranties that address matters only Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date, any Liabilities of the Company for Taxes of any Person imposed on the Company as of a particular timetransferee or successor, which need only be accurate as of such time) (without giving effect by Contract or pursuant to any “Material Adverse Effect” Law which Taxes relate to an event or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) transaction occurring before the Closing Date, and any breach of any covenant or obligation the representations in Section 4.9 hereof; or (d) the enforcement of Sellers or GGC set forth the indemnification provided for in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of with respect to subsections (fa) and (b) above, if the Parties agree that Buyer Losses are the amount result of Damages applicable to a Premature Departure the acts or omissions of, or the breach of any representation, warranty or covenant by, one or more but not all of the Sellers, then the indemnification obligations for such act, omission or breach shall vary depending on be borne only by the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.responsible Seller(s).

Indemnification by Sellers. 9.1.1 Subject to the limitations herebelow, the Sellers shall fully reimburse and indemnify the Purchaser for any expense, damage, loss or liability, arising from any breach of any Representation or Warranty, commitment or undertaking made by the Sellers contained herein or in any Exhibit hereto (including all reasonably incurred related expenses. Such indemnification shall occur as follows: (a) In the event of any expense, damage, loss or liability being sustained or incurred by the Purchaser as a result of breach of the Representations and Warranties contained herein or in any Exhibit hereto, and not resulting in an Additional Liability (as defined below), the Sellers shall pay to the Purchaser, damages equal to the expense, damage, loss or liability suffered by the Purchaser as a result of such breach. (b) In the event of any expense, damage, loss or liability borne or to be borne by any of Bolle France (hereinafter collectively referred to as "Additional Liabilities") arising out of an event, transaction, occurrence or claim relating to the period prior to the Closing Date, which was not disclosed pursuant hereto or recorded by Bolle France in their respective Financial Statements prior to the Closing Date, or reserved in the Financial Statements, the Sellers shall pay to the Purchaser the full amount of such Additional Liabilities on the dates on which such amounts actually suffered become due and payable by the Company or such French Subsidiary. 9.1.2 From and for twelve (12) months after the Closing, Sellers the right to indemnification provided for in this Section 9.1 shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: (a) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except be Purchaser's exclusive remedy for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of a Representation or Warranty, commitment or undertaking, except as provided in Articles 10.4.5 and 12.4. 9.1.3 The liability of any covenant or obligation Seller under 9.1.1 shall be limited to that proportion of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, indemnification that may be due as is equal to the extent not credited against proportion that the payment of the Purchase Price Shares owned by Purchaser; (e) (i) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect such Seller bears to the portion total number of any Straddle Period ending shares of Holding on the Closing Datedate hereof. In the case that a particular Representation or Warranty, to the extent not credited against the payment commitment or undertaking is made by only one or a group of the Purchase Price by Purchaser and (ii) any Taxes arising out of specified Sellers, then only such Seller or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either Sellers shall be responsible for Cause by indemnifying the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (for a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.breach related thereto.

Indemnification by Sellers. (a) From and for twelve (12) months after the ClosingClosing Date, Sellers shall hold harmless and indemnify each of the Indemnitees Sellers, severally and not jointly, hereby covenants and agrees to indemnify, defend and hold harmless Parent, and its subsidiaries and affiliates, from and against, against such Seller's Allocable Share (as defined in this Section 9.1) of any and shall compensate and reimburse each all Damages incurred in connection with or arising out of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject resulting from (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: (ai) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty made by the Company or the Sellers in or pursuant to this Agreement, the Company Disclosure Schedule or any other document, instrument, certificate or writing delivered pursuant hereto, including, without limitation, the representations and warranties made by the Company in Article III hereof and the Sellers in Article IV hereof, or (ii) any breach, non-compliance or nonfulfillment by the Company or the Sellers of any covenant, agreement or undertaking to be complied with or performed by them contained in or pursuant to this Agreement or any other document, instrument, certificate or writing delivered pursuant hereto. Notwithstanding the foregoing, the representations and warranties contained in Article IV hereof, and the covenants, agreements and undertakings made in this Agreement, to the extent such covenants, agreements and undertakings are covenants, agreements and undertakings of the Sellers (as opposed to the Company), are made severally by each Seller as to such Seller only, and any Seller who has breached any such representation, warranty or GGC covenant as if to himself or herself (but only such representation Seller) shall be liable for Damages arising from the breach thereof. (b) In addition to the indemnification provided in Section 9.1(a) above, from and warranty had been made after the Closing Date, each of the Sellers, severally and not jointly, hereby covenants and agrees to pay, or cause to be paid, and to indemnify, defend and hold harmless Parent and the Surviving Corporation from and against, such Seller's Allocable Share of all Taxes imposed on and as Parent or the Surviving Corporation with respect to taxable periods ending on or prior to the Closing Date or periods which include the Closing Date to the extent attributable to the income, business, property, assets, operations or reporting requirements of the Company prior to the Closing Date (except including, without limitation, all Taxes referred to in the Company Disclosure Schedule as possible of assessment for such representations and warranties that address matters only as taxable periods prior to the Closing Date or arising or resulting from, or attributable to, any of the transactions or actions contemplated pursuant to this Agreement). If a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification Tax audit is commenced or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) Tax is claimed for any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment period of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies with respect Company prior to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of such Tax audit or related to claim shall be treated as a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser lawsuit or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” enforcement action for purposes of Section 9.3 hereof; provided, that the Sellers shall be solely responsible for their Allocable Share of all liabilities and expenses arising therefrom (including, without limitation, Taxes, interest and penalties). (c) Each Seller acknowledges that Parent has entered into this Agreement in reliance upon, among other things, the indemnification provisions contained in this Section 9.1, and the Sellers agree that such provisions constitute reasonable and necessary protection for Parent in the context of the transactions provided for herein. As used herein, the "Allocable Share" of any Seller of the Damages payable by the Sellers pursuant to this Article 10. For purposes IX shall be the percentage of (f) above, the Parties agree that the amount of Damages applicable total Company Shares being sold pursuant to a Premature Departure shall vary depending this Agreement as specified opposite such Seller's name on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.Schedule A hereto.

Indemnification by Sellers. From Sellers jointly and for twelve (12) months after the Closingseverally covenant and agree to indemnify, Sellers shall defend, protect and hold harmless Buyer and indemnify each of its officers, directors, employees, stockholders, representatives, assigns, successors and Affiliates (the Indemnitees from "Buyer Indemnified Parties") from, against and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result in respect of, or are connected with: : (a) all Damages of any Buyer Indemnified Party in connection with, resulting from or arising out of, directly or indirectly: (i) any misrepresentation, breach or inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date of set forth in this Agreement (without giving effect to Agreement, any “Material Adverse Effect” or other materiality qualification Ancillary Agreement, or any similar qualification contained or incorporated directly or indirectly in such representation or warranty)Schedule hereto; (bii) any inaccuracy in nonfulfillment or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation agreement on the part of Sellers or GGC set forth in this Agreement, any Ancillary Agreement or any Schedule hereto; (diii) Liabilities retained by Sellers, including any Excluded Obligation; (iv) any Liability of any Seller imposed upon Buyer solely by reason of Buyer's status as transferee of the Business or the Acquired Assets (other than an Assumed Liability); (v) any Product Liability Claims in connection with any products or services manufactured, distributed, sold or performed by Sellers in connection with the Business on or prior to the Closing Indebtedness Date; (vi) any property damage or Acquired Company Transaction Expensesany personal injury or death suffered by any employee, consultant or contractor of Sellers or any other Person, to the extent not credited against arising from the payment operations of the Purchase Price Business by PurchaserSellers prior to Closing; or (e) (ivii) any Taxes Liabilities for warranty claims or recall of products manufactured or sold by Sellers or their Affiliates prior to Closing to the Acquired Companies extent such Liabilities exceed the product of 1.15 times the Warranty Reserve, net of any amount realized by Buyer from reclamation, rework or claims against suppliers, subject to the following terms and conditions: (w) any such warranty claim or recall action is handled in substantially the same manner and consistent with the historic policies and practices of Sellers, (x) does not result from the Buyer altering or modifying a decision with respect to a matter previously handled by Sellers (except as may be required by applicable law or regulation or by a Governmental Authority, or as would be necessary to conform to Seller's past practices), (y) Buyer provides relevant information and documentation, upon Sellers' reasonable request, with respect to any Pre-Closing Tax Period such warranty claims or recalls, and (z) with respect to any potential recall of a product, Buyer shall first consult with Sellers and allow Sellers a reasonable opportunity to analyze and provide input with respect to any such consideration. and (b) any and all Damages incident to any of the portion of any Straddle Period ending on the Closing Date, foregoing or to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes enforcement of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.Section 9.2.

Indemnification by Sellers. From Sellers and for twelve the Principals jointly and severally hereby agree to indemnify Buyer against and hold it harmless from any and all losses, liabilities, costs, damages, claims and expenses (12) months after the Closingincluding, Sellers shall hold harmless without limitation, reasonable attorneys fees and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or expenses incurred by Buyer in any action or proceeding between Buyer and Sellers and/or the Principals or between Buyer and any third party or otherwise) ("Damages") which Buyer may sustain at any time by reason of the Indemnitees (i) noncompliance with any applicable bulk sales or to which transfer law, (ii) any of the Indemnitees may otherwise become subject (regardless of whether liability or not such Damages relate to any third-party claim) and which arise from or as a result contract of, or are connected with: claim against, Sellers, whether contingent or absolute, direct or indirect, known or unknown, matured or unmatured (aincluding but not limited to liabilities for taxes), except for Assumed Liabilities, (iii) any inaccuracy liability or claim arising in any way from any service rendered, or material breach of any representation action taken by, or warranty of Sellers or GGC as of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, relating to the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies with respect operations of, Sellers prior to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, except for the Assumed Liabilities, (iv) any liability or claim under any environmental laws relating to any event, action or failure to act which occurred prior to the Closing Date, or (v) the breach or inaccuracy of or failure to comply with any of the warranties, representations, conditions, covenants or agreements of Sellers or the Principals contained in this Agreement (except as waived pursuant to this Agreement). Buyer shall have the right to set- off and deduct any Damages incurred by it under this Agreement from any payments required to be made by Buyer under any obligation of Buyer to Sellers. The Sellers and the Principals shall not have any liability to indemnify the Buyer except to the extent not credited against that the payment aggregate amount of the Purchase Price by Purchaser Damages exceeds $50,000 (exclusive of attorneys fees) and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Sellers or the Principals have any liabilities for any Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that which exceed the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.Purchase Price.

Indemnification by Sellers. From Subject to the terms and for twelve (12) months after the Closingconditions of SECTION 10 hereof, Sellers shall hereby covenant and agree to jointly and severally indemnify and hold harmless Buyer and indemnify each of the Indemnitees its respective successors and assigns, at all times from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: (a) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of after the Closing Date (except for such representations against and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment respect of the Purchase Price by Purchaser; (e) following: (i) any Taxes claim, demand, expense, cost, damage or loss (collectively, "CLAIM") resulting from any misrepresentation, breach of the Acquired Companies with respect to any Prerepresentation or warranty or breach or non-Closing Tax Period or with respect to the portion fulfillment of any Straddle Period ending agreement or covenant on the Closing Datepart of Sellers under this Agreement, or from any inaccuracy or misrepresentation in or omission from any certificate or other instrument or document furnished or to the extent not credited against the payment of the Purchase Price be furnished by Purchaser and Sellers hereunder; and (ii) any Taxes arising Claim which arises out of any liabilities or related obligations of Sellers, included but not limited to a Permitted Activityfederal, state or local income taxes, FICA, withholding, excise, unemployment, sales or franchise taxes, arising from operations of Sellers prior to the Effective Date; and (iii) any Claim of Sellers and the Business which accrues or arises prior to the Effective Date, other than any debt, obligation or liability expressly assumed hereunder by Buyer; and (fiv) the termination all Claims, actions, suits, proceedings, demands, assessments, judgments, costs, reasonable attorneys' fees and expenses of any nature incident to any of the employment matters indemnified against pursuant to this SECTION 9.1, including, without limitation, all such costs and expenses incurred in the defense thereof or in the enforcement of any Key Employee identified in Exhibit B heretorights of Buyer hereunder. Buyer shall notify Sellers of any asserted liability, either for Cause by the Purchaser damage, loss or without Good Reason by the Key Employeeexpense claimed to give rise to indemnification hereunder. Thereafter, within the 12 month period following the Closing (a “Premature Departure”); and providedSellers shall have, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) aboveat their election, the Parties agree that right to compromise or defend any such matter at Sellers' sole cost and expense through counsel chosen by Sellers and reasonably acceptable to Buyer. If Sellers fail to settle and compromise the amount of Damages applicable to claim, or establish a Premature Departure shall vary depending on cash escrow with Buyer and defend the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.claim, Buyer may pay such claim at Sellers' expense.

Indemnification by Sellers. From and for twelve (12) months after the ClosingClosing and subject to the limitations of this Article 10, Sellers shall each Seller shall, severally but not jointly, indemnify and hold Buyer and its Affiliates, its and their respective successors and assigns, and in each such case its and their respective present or former directors, officers, shareholders, employees and agents (“Buyer Indemnified Parties”) harmless and indemnify each of the Indemnitees from and against, against any and shall compensate and reimburse each of the Indemnitees for, all Losses at any Damages which are suffered or time incurred by any of the Indemnitees Buyer Indemnified Party in connection with, resulting from, related to or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: arising from: (a) any inaccuracy in or material breach by such Seller of any representation of its representations or warranty of Sellers or GGC as warranties (with materiality determined, where applicable, by reference to the Purchased Loan that is the subject of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such relevant representation or warranty); ) in this Agreement or the Assignment and Assumption Agreements or in any other agreement entered into in connection with this Agreement; (b) any inaccuracy in material breach or breach nonfulfillment of any representation agreement or warranty of Sellers or GGC as if such representation and warranty had been made on and as covenant (in each case with materiality determined, where applicable, by reference to the Purchased Loan that is the subject of the Closing Date (except for relevant agreement or covenant) to be performed by such representations Seller pursuant to this Agreement or the Assignment and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to Assumption Agreements or in any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly agreement entered into in such representation or warranty); connection with this Agreement; (c) any breach of claim by a Borrower or a third party in connection with such Seller’s making or collecting loans or performing any covenant transactions under the Loan Documents prior to or obligation of Sellers or GGC set forth in this Agreementat the Effective Time; or (d) any Closing Indebtedness failure by such Seller to pay or Acquired Company Transaction Expensesperform, or any claim against a Buyer Indemnified Party by a third party that, if successful, would give rise to, any of the Excluded Obligations. Notwithstanding anything to the extent not credited against the payment of the Purchase Price by Purchaser; (e) contrary contained in this Agreement, Sellers have made no representations or warranties, and therefore provide no indemnification, regarding: (i) the creditworthiness, solvency or financial ability of any Taxes Borrower or Guarantor or any other obligor, including any pledgor, any letter of the Acquired Companies with respect credit issuer or insurer to pay or to perform any Pre-Closing Tax Period of its liabilities or obligations with respect to the portion of any Straddle Period ending on the Closing DatePurchased Assets, to the extent not credited against the payment of the Purchase Price by Purchaser and or (ii) any Taxes arising out of Borrower’s or related Guarantor’s paying or performing pursuant to a Permitted Activity; and (f) the termination of the employment terms of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.Purchased Loan.

Indemnification by Sellers. From Sellers agree to jointly and for twelve (12) months after the Closing, Sellers shall severally indemnify and hold harmless the Company and indemnify each Underwriter, if any, and each of their respective directors and officers (including each officer and director of the Indemnitees from and againstCompany who signed the Registration Statement), and shall compensate and reimburse each other Person, if any, who controls the Company or any Underwriter within the meaning of the Indemnitees forSecurities Act, against any Damages which are suffered or incurred by any of and all loss, liability, claim, damage and expense described in the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claimindemnity contained in Section 7(a) and which arise from or hereof, as a result ofincurred, or are connected with: (a) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters but only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in a Registration Statement (or any Pre-Closing Tax Period amendment thereto) or any Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with respect information regarding Sellers furnished in writing to the portion of Company by Sellers specifically for inclusion in such Registration Statement (or any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and amendment thereto) or such Prospectus (ii) or any Taxes arising out of amendment or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”supplement thereto); and provided, however, that Sellers shall not be obligated to provide such indemnity to the extent that such losses, liabilities, claims, damages, and expenses result, directly or indirectly, from the failure of the Company to promptly amend or take action to correct or supplement any such Registration Statement, Prospectus, amendment or supplement based on corrected or supplemental information promptly provided in no event shall writing by Sellers to the Company for such Damages be “double counted” for purposes purpose and the Company thereafter fails to furnish to Sellers or the Underwriter, as the case may be, such Prospectus as so amended or supplemented within a reasonable period of this Article 10. For purposes of (f) abovetime, the Parties agree number of copies of such amended or supplemented Prospectus requested by Sellers or the Underwriter, as the case may be, prior to or concurrently with the sale by Sellers or the Underwriter, as the case may be, of the Eligible Common Stock to the person asserting such loss, liability, claim, damage or expense. This indemnity shall be in addition to, and not in lieu of any liability that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.Sellers may otherwise have.

Indemnification by Sellers. From and for twelve (12) months after Sellers hereby agree that notwithstanding any investigation which may have been made by or on behalf of Purchaser prior to the Closing, Sellers shall severally indemnify, defend and hold harmless Purchaser (and indemnify each any affiliated party of Purchaser) at any time after consummation of the Indemnitees Closing, from and against all demands, claims, actions, or causes of action, assessments, losses, damages, liabilities, costs and expenses including, subject to this Article, interest, penalties, court costs, and reasonable attorneys' fees and expenses asserted against, and shall compensate and reimburse each of the Indemnitees forresulting to, any Damages which are suffered imposed upon or incurred by Purchaser or any affiliated party, directly or indirectly, caused by reason of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise resulting from or as a result of, or are connected with: (a) any inaccuracy in or material breach arising out of any representation or warranty of Sellers or GGC as of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes misrepresentation or any breach or nonfulfillment of any representation, covenant, warranty or agreement of Sellers contained in or made pursuant to this Agreement, including, but not limited to, the Acquired Companies provisions of Section 1.8 hereof, (ii) the administration, operation, qualification or benefits or other amounts paid or payable under the Profit Sharing Plan, except that no indemnification is hereby made with respect to any Pre-Closing Tax Period loss, damage, or with respect expense incurred by Purchaser arising from or relating to the portion direct transfer or "roll-over" by any participant of accrued benefits or account balances under the Profit Sharing Plan into any Straddle Period ending on plan maintained or operated by Purchaser or any ERISA Affiliate of Purchaser, (iii) any failure of the Company prior to the Closing DateDate to comply with the requirements of COBRA, and (iv) any breach by the Company prior to the extent Closing Date of its duties or obligations under any administrative services agreement, or other agreement including, but not credited against the payment limited to, acts or omissions of the Purchase Price by Purchaser and (ii) any Taxes arising out of Company constituting negligence or related to a Permitted Activity; and (f) gross negligence. Notwithstanding the termination of the employment of any Key Employee identified in Exhibit B heretopreceding, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages Sellers be “double counted” for purposes obligated to indemnify Purchaser in an amount in excess of this Article 10FOUR HUNDRED THOUSAND AND NO/100 DOLLARS ($400,000.00) as to undisclosed liabilities pursuant to the Reserve Account. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.7.2

Indemnification by Sellers. From and for twelve (12a) months after the ClosingExcept with respect to any Environmental Liabilities arising out of, or relating to, Environmental Conditions, with respect to which Section 9.2(b) will govern, Sellers shall will jointly and severally indemnify, defend and hold Buyer and the Companies harmless and indemnify each of the Indemnitees from and against, against any and shall compensate and reimburse each of the Indemnitees for, any all Damages which are suffered or incurred by Buyer or any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result Companies arising out of, or are connected with: relating to: (ai) any inaccuracy in or material breach of any representation or warranty contained in Sections 3.1 or 3.3; (ii) any breach of Sellers any covenant, obligation or GGC agreement of any of the Companies or any Seller contained herein; (iii) any litigation, action, suit, proceeding, claim or demand against any of the Companies or Buyer, whether pending or threatened, arising out of events occurring on or before the Closing Date that is brought or asserted by any Person who was, at any time prior to the Closing Date, a holder or purported holder of securities, including equity securities, or membership or other interests, in any of the Companies, with respect to such holder or purported holder’s rights as a holder of equity securities, membership interests or other similar equity interests; (iv) all Taxes, whether imposed by assessment, withholding or otherwise, (A) subject to the obligations of Buyer and the Companies under Section 7.7, that are imposed on any Seller as a result of the Transaction, (B) that any Seller is required to pay pursuant to Section 7.7(h) of this Agreement, or (C) that are imposed on any Seller, any of the Companies or their Affiliates or beneficiaries solely as a result of the Restructuring; (v) all Taxes of any of the Companies payable for any Taxable year or Taxable period ending on or before the Closing Date and the portion through the end of the Closing Date for any Taxable year or period that includes (but does not end on) the Closing Date, but only to the extent such Taxes exceed the amount of Taxes that have been reserved therefor on the Balance Sheets (but not including any Taxes imposed on any of the Companies as a result of any Section 338(h)(10) Election); (vi) the failure of any Seller to sign a Section 338(h)(10) Election; (vii) the invalidity of a Section 338(h)(10) Election due to failure of a Company to qualify as a validly electing S corporation within the meaning of Sections 1361 and 1362 of the Code as of the date Closing Date; (viii) the failure of this Agreement the sale of the CalPly Shares to be treated as an asset sale under Treas. Reg. § 1.1361-5(b) due to (without giving effect A) a failure of Seller Holdco to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach qualify as a validly electing S corporation within the meaning of any representation or warranty Sections 1361 and 1362 of Sellers or GGC as if such representation and warranty had been made on and the Code as of the Closing Date or (except for such representations and warranties that address matters only B) a failure of CalPly to be treated as a qualified subchapter S subsidiary within the meaning of Section 1361(b)(3)(B) of the Code as of the Closing Date; (ix) the failure of the transfer by Seller Trust of the CalPly Shares to Seller Holdco pursuant to the Restructuring (along with the election by CalPly to be treated as a particular time, which need only be accurate qualified subchapter S subsidiary within the meaning of Section 1361(b)(3)(B) of the Code) to qualify as a reorganization within the meaning of such time) Section 368(a)(1)(F); (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (cx) any breach claims by any Affiliate of any covenant Seller against any of the Companies or obligation their respective directors and officers arising out of Sellers or GGC set forth in this Agreementrelating to events, circumstances, acts or omissions occurring prior to the Closing; and (dxi) any Closing Indebtedness litigation, action, suit, proceeding, claim or Acquired Company Transaction Expensesdemand by any employee or former employee in respect of any success, to the extent not credited against the payment severance, stay or similar bonus paid or payable as a result of the Purchase Price by Purchaser; (e) (i) any Taxes Transaction. For purposes of the Acquired Companies Section 9.2(a)(v), with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending period that includes but does not end on the Closing Date, (A) liability for any Taxes determined by reference to income, capital gains, gross income, gross receipts, sales, net profits, windfall profits or similar items or resulting from a transfer of assets will be allocated between the extent not credited against the payment part of the Purchase Price by Purchaser period ending on or before the Closing Date and (ii) any Taxes arising out the part of or related to the period thereafter based on a Permitted Activityclosing of the books as of the end of the Closing Date; and (fB) liability for all other Taxes will be allocated between the termination part of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser period ending on or without Good Reason by the Key Employee, within the 12 month period following before the Closing (a “Premature Departure”)Date and the part of the period thereafter, pro rata based on the number of days in the Taxable period; and provided, however, that no part of any Taxes described in no event shall such Damages this clause (B) will be “double counted” for purposes allocated to the part of this Article 10. For purposes of (f) above, the Parties agree that period ending on or before the amount of Damages applicable Closing Date to a Premature Departure shall vary depending on the Key Employee who is extent attributable to any asset acquired after the subject of a Premature Departure as set forth in Exhibit B.Closing Date.

Indemnification by Sellers. From Sellers shall indemnify and for twelve (12) months hold harmless Buyer, at all times from and after the ClosingClosing Date, Sellers shall hold harmless against and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate in respect to any third-party claimDamages. For the purposes of this Section 10, the term "Damages" means the cost of any claims, actions, demands, deficiencies, lawsuits, losses, expenses, liabilities, penalties and damages (including, without limitation, attorneys' and accountants' fees incidental thereto or incidental to the enforcement by Buyer of this Agreement) and which arise from resulting to Buyer, net of any insurance proceeds received by Buyer or as a result ofthe Company in reimbursement of such Damages, or are connected withfrom: (a) any inaccuracy material inaccurate representation made to Buyer in or material breach of any representation or warranty of Sellers or GGC as of the date of pursuant to this Agreement (without giving effect to or in any “Material Adverse Effect” certificate, schedule or other materiality qualification instrument or any similar qualification contained or incorporated directly or indirectly in such representation or warranty)document delivered to Buyer pursuant to this Agreement; (b) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular timemade to Buyer in or pursuant to this Agreement or in any certificate, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” schedule or other materiality qualification instrument or any similar qualification contained or incorporated directly or indirectly in such representation or warranty)document delivered to Buyer pursuant to this Agreement; (c) any material breach or default in the performance by Sellers of any covenant of its covenants or obligation of Sellers obligations under this Agreement or GGC set forth in any certificate, schedule or other instrument or document delivered to Buyer pursuant to this Agreement; (d) any Closing Indebtedness material omission from any certificate, schedule or Acquired Company Transaction Expenses, other instrument delivered to the extent not credited against the payment of the Purchase Price by PurchaserBuyer pursuant to this Agreement; or (e) any material litigation involving the Company relating to or arising from acts, events or omissions prior to the Closing Date. Sellers shall reimburse Buyer on demand for any payment made by Buyer at any time after the Closing, based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands or actions, in respect of any Damages to which the foregoing indemnity relates; provided that, (i) any Taxes Sellers shall have had the opportunity to be involved in the negotiation and defense of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.same;

Indemnification by Sellers. From and for twelve (12) months after the Closing, Sellers shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: (a) Subject to the provisions of this Article VIII, Sellers agree to defend, indemnify, release and hold harmless the Purchaser Group and its Affiliates and, its directors, officers, agents, employees, successors and assigns from and against any inaccuracy and all claims, actions, causes of action, judgments, awards, liabilities, losses, costs (including reasonable attorney’s fees) or damages (each, a “Loss” and collectively, the “Losses”) claimed or arising from (i) any Retained Liability, (ii) any breach by the Sellers of any of its covenants or agreements contained in this Agreement or material in any other Transaction Agreement other than the Lease and License; (iii) any breach of any representation or warranty of the Sellers contained in this Agreement or GGC as in any other Transaction Agreement other than the Lease Agreement and License. (b) The Purchaser Group hereby waives compliance by the Sellers with any applicable bulk sales or similar law, or any statute or regulation of any Governmental Authority regarding tax clearance procedures which may be applicable to or by reason of the date sale and transfer of the Purchased Assets. The Sellers shall indemnify and hold the Purchaser Group harmless from and against any and all Loss suffered or incurred by the Purchaser Group by reason of any failure of the Sellers to comply with any such Law and such indemnification shall not be subject to the limitations set forth in Section 8.6. (c) The Purchaser Group acknowledges and agrees that the Sellers shall not have any liability under any provision of this Agreement (without giving effect for any Loss to the extent that such Loss results from any “Material Adverse Effect” action taken by the Purchaser Group or other materiality qualification or its Affiliates after the Closing Date. The Purchaser Group shall take and shall cause its Affiliates to take all reasonable actions to mitigate any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach Loss upon becoming aware of any representation event which would reasonably be expected to, or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular timedoes, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; give rise thereto. (d) any Closing Indebtedness or Acquired Company Transaction Expenses, Nothing in this Section 8.1 shall be construed to the extent not credited against the payment of the Purchase Price by Purchaser; impose liabilities with respect to Taxes. (e) (i) Sellers, and not the Purchaser Group, shall be responsible and will hold harmless and indemnify the Purchaser Group and assume all litigation costs for any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period and all claims, actions, damages, and liabilities or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited expenses incurred by or threatened against the payment Purchaser Group by any employee or former employee of the Purchase Price by Purchaser and (ii) Sellers, filed before any Taxes arising out local or federal court or government agencies which relates to acts or omissions of or related to a Permitted Activity; and (f) the termination of the Sellers during their employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.with Sellers.

Indemnification by Sellers. From and for twelve (12) months after the Closing, Sellers shall hold harmless each Seller agrees, severally and not jointly, to indemnify each of the Indemnitees from Purchasers against all actual losses, damages and againstexpenses (collectively, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or “Losses”) actually incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject such Purchasers, caused by (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: (ai) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date made by such Seller in Article III of this Agreement Agreement; and (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (cii) any breach of any covenant or obligation of such Seller in this Agreement or any documents required to be performed by such Seller after the Closing Date. The representations and warranties of each Seller contained in this Agreement (including all schedules and exhibits hereto) shall survive the Closing for a period of one (1) year. Notwithstanding any other provision of this Agreement: (1) each Seller’s aggregate liability in respect of all claims that the Company and/or any and all Purchasers may have against it pursuant to this Agreement will not exceed that amount of the Net Purchase Price actually received by such Seller, as shown on Part B of Exhibit D; (2) the aggregate liability of all Sellers under this Agreement shall not exceed the aggregate Net Purchase Price actually received by the Sellers who received such Net Purchase Price; (3) no Seller shall have any liability for any breach of any representation, warranty, covenant or GGC other obligation of the Company or any other Seller set forth in this Agreement; (d) , or for any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment liabilities of the Purchase Price by Purchaser; (e) (i) Company or any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activityother Seller whatsoever; and (f4) no Seller shall have any liability to the termination Company, any Purchaser, or any other Seller for consequential damages, lost profits, or incidental or indirect damages, including diminution of value or multiples of earnings damages, related or based upon this Agreement. For the avoidance of doubt, if a Seller has not actually received any amount of the employment Net Purchase Price, as shown on Part B of Exhibit D, such Seller shall not have any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of liability under this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.Agreement.

Indemnification by Sellers. From The Sellers shall, jointly and severally (except for twelve breaches of Section 5.06 and Section 5.09 as to which only the breaching Seller shall be liable), indemnify and defend the Buyers, their respective Affiliates (12) months after including, following the Closing, Sellers shall hold harmless the Company) and indemnify each of their respective Representatives (the Indemnitees from and “Buyer Indemnitees”) against, and shall compensate and reimburse each of the Indemnitees forhold them harmless from, any Damages which are suffered and all Liabilities, losses, damages, claims (including third party claims), charges, interest, penalties, Taxes, Actions, lawsuits, amounts paid in settlement, judgments, awards, fines, deficiencies, demands and expenses, including, to the extent applicable, any special, consequential, punitive or exemplary damages or losses, diminution in value, costs and expenses (including legal, consultant, accounting and other professional fees and fees and costs incurred in enforcing rights under this Section 9.02 and costs incurred in pursuing any insurance providers) (collectively, “Losses”) resulting from, arising out of, based upon or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result ofBuyer Indemnitee in connection with, or are connected with: otherwise with respect to: (a) any inaccuracy in or material breach the failure of any representation and warranty or warranty of Sellers other statement by the Company or GGC any Seller contained in this Agreement, the Transaction Documents, the Disclosure Schedules, or any certificate or other document furnished or to be furnished to the Buyers in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date Date; (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (cb) any breach of any covenant or obligation agreement of Sellers the Company or GGC set forth any Seller contained in this Agreement, the Transaction Documents, the Disclosure Schedules, or any certificate or other document furnished or to be furnished to the Buyers in connection with the transactions contemplated by this Agreement; (c) any Liability based upon, resulting from or arising out of the business, operations, properties, assets or other obligations of the Company or any of its Affiliates conducted, existing or arising on or prior to the Closing except those which are adequately reflected in or reserved against in the Company Financial Statements; and (d) any Closing Indebtedness fees, expenses or Acquired other payments incurred or owed by the Company Transaction Expensesor any Seller to any agent, to broker, investment banker or other firm or person retained or employed by it in connection with the extent transactions contemplated by this Agreement; provided that this Section 9.02 shall not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies apply with respect to any Pre-Closing Tax Period or with respect Loss relating to the portion of any Straddle Period ending on the Closing Date, Taxes to the extent not credited against that indemnification payments for such Loss have been made pursuant to Article VI. Any and all Losses hereunder shall bear interest from the payment date incurred until paid at the rate of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto5% per annum, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree provided that the amount of Damages applicable interest rate shall be increased to a Premature Departure shall vary depending on the Key Employee who is the subject 12% per annum for any amounts not paid within five (5) calendar days of a Premature Departure as set forth in Exhibit B.final determination that indemnification is required to be paid under this Agreement.

Indemnification by Sellers. From and for twelve (12) months after the ClosingClosing Date, the Sellers shall (jointly and severally) shall, subject to the applicable limitations set forth in Article X, indemnify the Triarc Indemnified Parties against and hold harmless from any and indemnify each of the Indemnitees from all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and againstpenalties (including, without limitation, reasonable fees for both in-house and shall compensate outside counsel, accountants and reimburse each of the Indemnitees for, any Damages which are other outside consultants) suffered or incurred (each a "TAX LOSS" and collectively, the "TAX LOSSES") arising out of: (i) Taxes of RTMAC for periods or portions thereof ending on or before the Closing Date ("PRE-CLOSING Taxes"), and Taxes of RTMAC attributable to the RTMAC Transactions, in excess of the amount of Taxes which are specifically identified as current liabilities (excluding any reserve for deferred taxes established to reflect timing differences between book and Tax income) on the RTM Closing Balance Sheet; (ii) Taxes or other payments with respect to periods or portions thereof ending on or before the Closing Date which are required to be paid after the date hereof by RTMAC to any party under any Tax Sharing Agreement (whether written or not) or by reason of being a successor-in-interest or transferee of another entity; and (iii) without duplication, Taxes imposed on Triarc or any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or its Subsidiaries as a result of, of (x) a breach of or are connected with: (a) any inaccuracy in or material breach of any representation or warranty of Sellers set forth in Section 2.13 or GGC in the certificate delivered by the RTM Representatives pursuant to Section 8.02(d) as of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in warranty was made or breach of any representation or warranty of Sellers or GGC as if such representation and or warranty had been were made on and as of the Closing Date (except for such representations and warranties that address matters only as expressly relate to a specified date, the breach of or inaccuracy in which will be determined with reference to such specified date) or (y) a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC agreement set forth in Section 5.01(p) or this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction ExpensesArticle VII, to the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, howeverPROVIDED, that in no event shall such Damages be “double counted” for purposes of this Article 10Section 7.01(a)(iii) only, a breach of or inaccuracy in any representation, warranty, covenant or agreement shall be determined without reference to any materiality qualifier with respect thereto. For purposes of (f) aboveNotwithstanding the foregoing, the Parties agree that the amount Sellers shall not be obligated to pay any amounts under this Section 7.01(a) for any Tax Losses resulting from any transaction of Damages applicable to a Premature Departure shall vary depending RTMAC on the Key Employee who is Closing Date but after the subject Closing, other than any transaction in the ordinary course of a Premature Departure as set forth in Exhibit B.business and any RTMAC Transactions.

Indemnification by Sellers. From (a) Sellers will jointly and for twelve (12) months after severally indemnify, hold harmless, defend and bear all reasonable costs of defending Buyer and following the Closing, Sellers shall hold harmless the Subsidiaries, together with their respective successors and indemnify each of assigns (the Indemnitees from “Buyer Indemnitees”), from, against and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate with respect to any third-and all damage, loss, deficiency, expense (including any reasonable attorney and accountant fees, legal costs or expenses), action, suit, proceedings, demand, assessment or judgment to or against Buyer or the Subsidiaries, including any punitive, exemplary or consequential damages but only to the extent such punitive, exemplary or consequential damages are contained as part of an award to a third party claim) and which arise from or (collectively, “Buyer’s Loss”), as a result of, arising out of or are connected in connection with: : (ai) any inaccuracy in breach or material breach violation by Sellers of any representation or warranty of Sellers or GGC as of the date of this Agreement representations or warranties (without giving effect to any “qualification as to materiality or Material Adverse Effect” or other materiality qualification or Effect contained in any similar qualification contained or incorporated directly or indirectly in such specific representation or warranty) contained in this Agreement or in any certificate required to be furnished pursuant to this Agreement; (ii) any breach, violation, or nonperformance by Sellers of any of its covenants or agreements contained in this Agreement; (iii) any Debt incurred prior to the Closing that is outstanding or for which any of the Subsidiaries is liable after the Closing; (iv) fees and expenses of any accountant, agent, attorney, broker, investment banker or other advisor engaged by Sellers in connection with the execution of this Agreement or consummation of the transactions contemplated hereby; (v) any liability or obligation of any nature whatsoever arising from or relating to the environmental matters identified in Schedule 11.2(a)(v) (notwithstanding any disclosures set forth in Schedules 2.10(c)(i), 2.10(c)(ii), 2.10(c)(iii) or 2.10(c)(v)); (vi) the Excluded Assets (including the holding and distribution thereof and Taxes relating thereto); (vii) any liability or obligation of any nature whatsoever arising from or relating to the Executive General Severance Plan; (viii) all Taxes imposed on any Subsidiary for all Pre-Closing Periods (including any portion of a taxable period treated as a Pre-Closing Period under Section 6.1(c)); (ix) all Taxes imposed on any Subsidiary under Treasury Regulations Section 1.1502-6 (or any corresponding state, local or foreign Law) as a result of being a member of nay consolidated, unitary, combined or similar group for any Pre-Closing Period; and (x) all Taxes attributable to (A) the ownership or operation of the Excluded Assets and any business related thereto, whether prior or subsequent to the Closing or (B) the transfer of the Excluded Assets pursuant to Section 4.15. (b) Notwithstanding the above Section 11.2(a), Sellers shall not have any inaccuracy obligation to indemnify the Buyer Indemnitees with respect to Section 11.2(a)(i) above: (i) until Buyer Indemnitees have suffered Buyer’s Loss by reason of all such breaches in excess of $380,000 (“Sellers’ Floor”) (upon such Buyer’s Loss exceeding the Sellers’ Floor, Sellers shall indemnify the Buyer Indemnitees to the extent that the aggregate amount of Buyer’s Loss exceeds the Sellers’ Floor) and (ii) to the extent the Buyer’s Loss by reason of all such breaches exceeds an amount equal to $9,150,000 (“Sellers’ Cap”) (after which point the Seller will have no obligation to indemnify Buyer Indemnitees from and against further Buyer’s Loss). Provided, however, that any claim or breach of portion thereof by Buyer Indemnitees based upon (i) any representation or warranty of Sellers (or GGC as if such representation portion thereof) relating to Sections 2.3 (taxes) and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time2.10(c) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warrantyenvironmental); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out cases of fraud or related to a Permitted Activity; and deceit committed by Sellers or (fiii) the termination representations and warranties in Sections 2.1(a), 2.1(d), 2.1(e), 2.7, 2.12 and 2.13, shall not be subject to any of the employment of any Key Employee identified limitations contained in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes preceding sentence of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.Section 11.2(b).

Indemnification by Sellers. From Each Seller shall, jointly and for twelve (12) months after the Closingseverally, Sellers shall indemnify and hold harmless Purchaser and indemnify each of Purchaser's Affiliates, directors, officers, employees, attorneys, agents and Representatives (collectively, the Indemnitees from "Affiliated Parties") in respect of any and againstall claims, and shall compensate and reimburse each losses, damages, liabilities, declines in value of the Indemnitees forassets, penalties, interest, costs and expenses, including, without limitation, reasonable attorneys', accountants' and consultants' fees and other expenses (collectively, "Damages"), incurred by Purchaser or Purchaser's Affiliated Parties, together with interest on cash disbursements in connection therewith, at an annual rate equal to the Prime Rate then in effect, from the date such cash disbursements were made by Purchaser or any of their respective Affiliated Parties until paid by such Seller, in connection with, or resulting from, any Damages which are suffered or incurred by any all of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: following: (a) any Any breach or inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date made by such Seller in Article V of this Agreement (without giving effect to or in any “Material Adverse Effect” document, schedule, exhibit or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); instrument relating hereto; (b) Any misrepresentation contained in any inaccuracy in written statement or breach of any representation certificate furnished by such Seller pursuant to this Agreement or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); Transactions; (c) Any failure to perform or comply with any breach of any covenant covenant, agreement or obligation of Sellers or GGC set forth either Seller contained in this Agreement or any document or other instrument contemplated by this Agreement; ; (d) Any injury to persons or death or property damage resulting from or contributed to by any Closing Indebtedness products designed, manufactured, sold or Acquired Company Transaction Expensesleased by any of the Sellers or any services performed by any of the Sellers if the accident, incident or occurrence giving rise to such claim, action, lawsuit or proceeding occurred prior to the extent not credited against the payment of the Purchase Price by Purchaser; Closing Date; (e) (i) any Taxes of the Acquired Companies with With respect to any Pre-Closing Tax Period or with respect to claim arising out of the portion failure of any Straddle Period ending Seller to comply with the bulk transfer or bulk sales laws of any jurisdiction in accordance with Section 7.10; and (f) Liabilities of the Sellers resulting from events occurring before or on the Closing Date, to other than a liability or obligation which is included in the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10Assumed Liabilities. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as Sellers' obligations set forth in Exhibit B.this Section shall not apply to any Damages that arise from or are related to any willful misconduct or gross negligence by Purchaser.

Indemnification by Sellers. From and for twelve (12) months after the Closing, Sellers shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: (a) Sellers hereby jointly and severally indemnify Buyer and its Affiliates against and agree to hold them harmless from any inaccuracy in (i) Tax of or material breach of imposed on any representation or warranty of Sellers or GGC as member of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date RJRI Group (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against such Tax was reflected as a liability on the payment Closing Balance Sheet) and (ii) liabilities, costs and expenses (including, without limitation, reasonable expenses of investigation and attorneys' fees and expenses), arising out of or incident to the Purchase Price by Purchaser; (e) (i) imposition, assessment or assertion of any Taxes Tax, including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of the Acquired Companies any Tax, in each case with respect to any Pre-Closing Tax Period and in each case incurred or with respect suffered by Buyer, any of its Affiliates or, effective upon the Closing, any member of the RJRI Group (the sum of 8.05(a)(i) and 8.05(a)(ii) being referred to as a "Loss"). (b) For purposes of this Section 8.05, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of the Tax related to the portion of any Straddle Period the Tax period ending on and including the Closing Date shall be deemed equal to the amount that would be payable if the relevant Tax period ended on and included the Closing Date, . All determinations necessary to give effect to the extent foregoing allocations shall be made in a manner consistent with prior practice of the RJRI Group. (c) If Sellers' indemnification obligation under this Section 8.05 arises in respect of an adjustment that makes allowable to Buyer, any of its Affiliates or, effective upon the Closing, any member of the RJRI Group any deduction, amortization, exclusion from income or other allowance (a "Tax Benefit") which would not, but for such adjustment, be allowable, then any payment by Sellers to Buyer shall be an amount equal to (x) the amount otherwise due but for this subsection 8.05(c), minus (y) the Tax Benefit actually realized multiplied (i) by the maximum federal or state, as the case may be, corporate tax rate in effect at the time such Tax Benefit is actually realized by Buyer, any of its Affiliates, or any member of the RJRI Group (as the case may be) or (ii) in the case of a credit, by 100 percent. (d) Any payment by Sellers pursuant to this Section 8.05 shall be made not credited later than 30 days after receipt by Sellers of written notice from Buyer stating that any Loss has been paid by Buyer, any of its Affiliates or, effective upon the Closing, any member of the RJRI Group and the amount thereof and of the indemnity payment requested. (e) If any claim or demand for Taxes in respect of which indemnity may be sought pursuant to this Section 8.05 is asserted in writing against Buyer, any of its Affiliates or, effective upon the Closing, any member of the RJRI Group, Buyer shall notify Sellers of such claim or demand within 10 days of receipt thereof, or such earlier time as would allow Sellers to respond to Buyer in a timely manner with respect to such claim or demand, and shall give Sellers such information with respect thereto as Sellers may reasonably request. Sellers may discharge, at any time, their indemnification obligation under this Section 8.05 by paying to Buyer the amount of the applicable Loss, calculated on the date of such payment. Sellers may, at their own expense, participate in and, upon notice to Buyer, assume the defense of any such claim, suit, action, litigation or proceeding (including any Tax audit). If Sellers assume such defense, Buyer shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Sellers. Whether or not Sellers choose to defend or prosecute any claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. (f) Sellers shall not be liable under this Section 8.05 for (i) any Tax the payment of the Purchase Price by Purchaser and which was made without Sellers' prior written consent or (ii) any Taxes arising out settlements effected without the consent of Sellers, which consent shall not in either case be unreasonably withheld or related delayed, or resulting from any claim, suit, action, litigation or proceeding in which Sellers were not given an opportunity to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.participate.

Indemnification by Sellers. From The Sellers each agree that they -------------------------- will each, jointly and for twelve severally, indemnify, defend, protect and hold harmless the Purchaser and its officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parent, agents, employees, successors and assigns from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expenses whatsoever (12including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) months whether equitable or legal, matured or contingent, known or unknown to the Sellers, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the Closingdate of this Agreement, Sellers shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: (a) any breach of, misrepresentation in, untruth in or inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date of representations and warranties by the Sellers, set forth in this Agreement (without giving effect or in the Schedules attached to any “Material Adverse Effect” this Agreement or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty)the Collateral Documents; (b) any inaccuracy in nonfulfillment or breach nonperformance of any representation agreement, covenant or warranty condition on the part of Sellers made in this Agreement or GGC as if such representation in the Collateral Documents and warranty had been made on and as of to be performed by Sellers before or after the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty)Date; (c) any breach liability claim, cost, expense or obligation whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, extraordinary or ordinary, patent or latent of any covenant or obligation of Sellers or GGC set forth in this Agreement; nature (d"Liabilities") any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending Seller other than Liabilities reflected on the Closing Date Balance Sheet or the Closing Date Statement, or obligations under contracts, agreements and Material Documents assumed by the Purchaser at the Closing or under the Company Debt (if assumed by the Purchaser) which first mature and accrue after the close of business on the Closing Date, to or, in the extent not credited against the payment case of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted ActivityCompany Debt, the date on which it is assumed; and (fd) the termination of the employment of any Key Employee identified in Exhibit B heretoclaim by a third party that, either if true, would mean that a condition for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as indemnification set forth in Exhibit B.subsections (a), (b) or (c) of this Section 8.1 of this Agreement has occurred.

Indemnification by Sellers. From and for twelve (12) months after the Closing, Sellers shall hold harmless and indemnify each Without prejudice of the Indemnitees from and againstprovisions set for in Clause Fourth above, and shall compensate and reimburse each in proportion to the SHARES which they hold according to the representations of the Indemnitees forAGREEMENT, SELLERS bind themselves to indemnify, defend and hold ISSUER and BUYERS harmless of any Damages claim, action, procedure, liability, expense, attorney fees, including but not limited to, interest, penalties and reasonable attorney fees (jointly, the "Damages") in which are suffered ISSUER or incurred by BUYERS might incur derived for any of the Indemnitees following reasons: (a) Any imprecision or falseness in the representations by BUYERS according to which the AGREEMENT and accounting matters registered in the accounting records of the company; [STAMP] (b) Noncompliance by SELLERS of any agreement, commitment or provision contained in the AGREEMENT; (c) Legal action, complaints, procedures, investigations, lawsuits or settlements related to paragraphs (a) and (b) of this clause causing damage to BUYERS or ISSUER. (d) Not attend or untimely attend any of the Indemnitees contingencies indicated in Clause Fourth above. If any third party files or attempts any complaint or any other proceeding against ISSUER or BUYERS, that may otherwise become subject cause damages for which BUYERS or ISSUER have the right to request payment of an indemnity from SELLERS in proportion to the SHARES sold by each of them under the AGREEMENT, BUYERS must notify SELLERS at the official address provided in Clause Eighth within 30 (regardless of whether or not such Damages relate to any third-party claimthirty) and which arise from or as a result of, or are connected with: (a) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as business days after being informed of the date event that might originate such damages. Such notice must include documents and information necessary for SELLERS to defend such complaint, claim or proceeding before the competent authorities. For such end, through ISSUER, BUYERS shall grant the necessary powers of attorney to the person jointly indicated by SELLERS no later than the business day after they receive the notice provided for in this paragraph, [STAMP] in order to assume the corresponding defense. In case SELLERS do not provide BUYERS and ISSUER the name of the professional in charge of the defense, BUYERS may designate any professional to be in charge of the defense, in the understanding that in such case, SELLERS shall be bound to pay for resulting damages, as the case may be, which shall not exceed the amount established in Clause Second of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee. In case ISSUER does not, within the 12 month period following term provided in this Clause, grant the Closing powers of attorney to the professional designated by SELLERS, SELLERS shall, as the case may be, be released from having to pay the indemnification referred to in this Clause. SIXTH: VALID TERM OF REPRESENTATIONS AND INDEMNIFICATIONS. The representations made by SELLERS, as well as the indemnifications BUYERS and ISSUER have a right to, as the case may be, as contained in the AGREEMENT, shall be in effect only during five (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of 5) years after the date when this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who AGREEMENT is the subject of a Premature Departure as set forth in Exhibit B.signed.

Indemnification by Sellers. From and for twelve (12) months after the Closingapplicable Closing Date, Sellers shall subject to the applicable provisions of this Article VIII, each Seller shall, jointly and severally, reimburse, indemnify, defend, and hold harmless Purchaser and indemnify each of its successors, members, Personnel, representatives, Affiliates and agents (collectively, the Indemnitees “Purchaser Indemnified Parties”) from and against, against any and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered all Indemnity Losses resulting or arising from or relating to or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected suffered in connection with: : (a) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation representations and warranties of Sellers or GGC any Seller set forth in Article IV hereof; provided that no indemnification obligation shall arise under this Agreement; (dSection 8.01(a) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies with respect to any Pre-representations or warranties of Sellers set forth in Sections 4.20 – 4.33, inclusive, unless and until the Platform Closing Tax Period occurs in accordance with the terms of this Agreement; (b) nonperformance, noncompliance or breach by any Seller of any covenant, obligation or agreement to be performed by any Seller under this Agreement; provided that no indemnification obligation shall arise under this Section 8.01(b) with respect to any covenant, obligation or agreement to be performed by any Seller under this Agreement relating to the portion Platform Closing or the transactions contemplated thereby unless and until the Platform Closing occurs in accordance with the terms of this Agreement; (c) any Excluded Asset or any Excluded Liability, including any failure of any Straddle Period ending on Seller to assume, pay, perform and discharge any Excluded Liability; (d) each Seller’s performance of its obligations under the Closing DateInterim-Subservicing Agreement, except to the extent not credited against performed at the payment express direction of the Purchase Price by Purchaser and Purchaser; and (iie) any Taxes and all Proceedings, demands, assessments, audits or judgments arising out of or related to a Permitted Activity; and (f) the termination any of the employment of foregoing; provided that no indemnification obligation shall arise under this Section 8.01(e) with respect to any Key Employee identified Proceedings, demands, assessments, audits or judgments relating to the Platform Closing or the transactions contemplated thereby unless and until the Platform Closing occurs in Exhibit B hereto, either for Cause by accordance with the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes terms of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.Agreement.

Indemnification by Sellers. From and for twelve (12a) months after After the Closing, Sellers shall hereby agree to indemnify, defend and hold Purchaser harmless against and indemnify each of the Indemnitees from and againstwith respect to, and shall compensate and reimburse each of the Indemnitees Purchaser for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject : (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: (a1) any inaccuracy in and all losses, liabilities or material damages (whether such claim arises from a third party action or is made by Purchaser against Sellers) resulting from any breach of any representation or warranty made pursuant to this Agreement, or any failure by Sellers to perform any covenant of Sellers set forth herein or GGC as in any certificate, document or instrument prepared by Sellers and delivered to Purchaser hereunder; (2) any failure by Sellers to pay, perform or discharge any and all liabilities of Sellers not assumed by Purchaser pursuant to the terms hereof; (3) any litigation, proceeding or claim by any third party arising from the business or operations of the date Assets by Sellers prior to the Closing Date; and (4) any and all out-of-pocket costs and expenses, including reasonable legal fees and expenses, incident to any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity. Subject to the limitations set forth herein, such indemnity shall apply after Closing regardless of whether Purchaser has knowledge of any breach or default of Sellers under this Agreement at Closing. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in the event of a failure of the condition set forth in Section 7.05 (without giving effect to any “Material Adverse Effect” Change) to be satisfied or a failure of the representation set forth in clause (ii) of Section 3.07 (Material Adverse Change) to be true at Closing for any reason other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warrantythan a failure by Sellers to comply with terms of this Agreement, Purchaser's sole remedy shall be the right to terminate this Agreement prior to Closing pursuant to Section 9.01 and obtain the Deposit pursuant to Section 9.03(b); . (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as Sellers' obligation to indemnify Purchaser pursuant to Section 6.02 shall be subject to all of the Closing Date following limitations: (except for such representations 1) No indemnification shall be required to be made by Sellers as the Indemnifying Party under Section 6.02 until the aggregate amount of damages of Purchaser as Claimant exceeds Three Hundred Thousand Dollars ($300,000) and warranties that address matters then only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion amount of any Straddle Period ending on the Closing Date, to the extent not credited against the payment such damages in excess of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activitysuch amount; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that such limitation shall not apply to claims made by Purchaser with respect to adjustments to the Purchase Price under Section 1.04 or expenses to be paid by Sellers under Section 5.12. (2) Purchaser shall be entitled to indemnification only for those damages arising with respect to any claim as to which Purchaser has given the Sellers written notice within the appropriate time period set forth in Section 6.01 hereof for such claim. (3) Notwithstanding anything contained in this Agreement or applicable law to the contrary, except as set forth in this Section 6.02(b) in no event shall Sellers' obligation for indemnification under this Agreement and the Other Agreements in the aggregate exceed Two Million Dollars ($2,000,000) and Purchaser waives and releases, and shall have no recourse against, Sellers as a result of the breach of any representation, warranty, covenant or agreement of Sellers contained in this Agreement or the Other Agreements or otherwise arising out of or in connection with the transactions contemplated hereby or the operation of the Station. (4) Following the Closing, the sole and exclusive remedy for Purchaser for any claim (whether such Damages claim is framed in tort, contract or otherwise) arising out of a breach of any representation, warranty, covenant or other agreement in this Agreement or the Other Agreements or otherwise arising out of or in connection with the transactions contemplated by this Agreement or the operation of the Station shall be “double counted” a claim for indemnification pursuant to this Section 6.02. (5) Anything in this Agreement or any applicable law to the contrary notwithstanding, it is understood and agreed by Purchaser that no director, officer, employee, agent or Affiliate of Sellers shall have (i) any personal liability to Purchaser as a result of the breach of any representation, warranty, covenant or agreement of Sellers contained in this Agreement or the Other Agreements or otherwise arising out of or in connection with the transactions contemplated hereby or the operation of the Station or (ii) any personal obligation to indemnify Purchaser for any of Purchaser's claims pursuant to Section 6.02(a), and Purchaser waives and releases and shall have no recourse against any of such parties as a result of the breach of any representation, warranty, covenant or agreement of Sellers contained in this Agreement or the Other Agreement or otherwise arising out of or in connection with the transactions contemplated hereby or the operation of the Station. The limitations set forth in Section 6.02(b)(1), (2), (3) and (4) shall not apply to any Third Party claims for Retained Liabilities or Sellers' obligations under Sections 5.10 and 5.21 or any indemnification obligations of Sellers with respect to the foregoing, or to claims, if any, under the Exchange Agreement, and no such claims shall be taken into account for purposes of this Article 10. For purposes of (f) above, the Parties agree that the dollar amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as thresholds set forth in Exhibit B.such Sections.

Indemnification by Sellers. From Subject to the other terms and for twelve (12) months conditions of this Article VIII, from and after the Applicable Closing, Sellers shall, jointly and severally, indemnify each Buyer and its Affiliates and each of their respective Representatives (collectively, “Buyer Indemnified Parties”) against, and shall hold any Buyer Indemnified Party harmless and indemnify each of the Indemnitees from and against, any and shall compensate and reimburse each of the Indemnitees forall Losses incurred or sustained by, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not imposed upon, such Damages relate to any third-party claim) and which arise from or as a result Persons based upon, arising out of, with respect to or are connected with: by reason of: (a) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation of the representations or warranty warranties of Sellers or GGC as if such contained in this Agreement (other than any breach of Sellers’ representation and warranty had been made on and as warranties in Section 4.04(f)) or any of the Closing Date representations or warranties of CIT Bank contained in the CIT Bank Agreement (except for such representations other than any breach of CIT Bank’s representation and warranties that address matters only as in Section 4.04(f) of a particular timethe CIT Bank Agreement); (b) any breach or non-fulfillment of any covenant, which need only agreement or obligation to be accurate as of such time) (without giving effect performed by Sellers pursuant to any “Material Adverse Effect” this Agreement or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); by CIT Bank pursuant to the CIT Bank Agreement; (c) any breach of Excluded Liability or any covenant or obligation of Sellers or GGC set forth CIT Bank Excluded Liability (as defined in this the CIT Bank Agreement; ); (d) any Closing Indebtedness repair or Acquired Company Transaction Expenses, denial action taken by the SBA with respect to the extent not credited against the payment of the Purchase Price by Purchaser; (eSBA Guaranty or any Secondary Market Participation Guaranty relating to any Transferred 7(a) (i) any Taxes of the Acquired Companies Loan or CIT Bank Transferred Loan including with respect to any Pre-Closing Tax Period Clawback Obligation (or with respect to the portion any voluntary cancellation of any Straddle Period ending on the Closing Date, SBA Guaranty relating to any Transferred 7(a) Loan or CIT Bank Transferred Loan) in each case to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes caused by, arising out of or related to any alleged failure by Sellers or CIT Bank or any of their respective Affiliates or Representatives to comply with the Small Business Act and related rules and regulations at any time on or prior to the Phase II Closing Date or facts and circumstances existing prior to the Phase II Closing Date (collectively, “Covered Repair or Denial Actions”). (e) all liabilities and obligations of Buyer Indemnified Parties for Taxes to the State of New Jersey resulting from any failure of any Applicable Buyer to file a Permitted Activity; and (f) Notification of Sale, Transfer, or Assignment in Bulk on Form C-9600 with the termination Director of the employment Division of any Key Employee identified in Exhibit B heretoTaxation of the State of New Jersey pursuant to the New Jersey Bulk Sale Act, either for Cause by N.J.S.A 54:50-38 with respect to the Purchaser or without Good Reason by purchase and sale of the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10October Purchased Assets. For purposes of (f) abovePhase I Purchased Assets, the Parties agree that Phase II Purchased Assets and/or the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure CIT Bank Purchased Assets, as set forth in Exhibit B.applicable.

Indemnification by Sellers. From Subject to the other provisions of this Article 10, from and for twelve (12) months after the Closing, Closing Sellers jointly and severally shall indemnify and hold harmless Buyers, their officers, directors, employees, agents, stockholders and indemnify each of Affiliates (including the Indemnitees from Business Entities) (the “Buyer Indemnified Parties”) against any loss, liability, claim, damage, Tax, fine, penalty, deficiency, assessment, judgment or expense (including expenses for investigation and againstdefense and reasonable legal fees and expenses) (collectively, and shall compensate and reimburse each of the Indemnitees for, any Damages which are “Losses”) suffered or incurred by any Buyer Indemnified Party to the extent arising out of the Indemnitees or relating to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: following: (a) any inaccuracy in or material a breach of any a representation or warranty made by Sellers in this Agreement; provided that Sellers shall have no liability under this Section 10.2(a) for any breach of Sellers a representation or GGC as warranty unless (i) in the case of all representations and warranties except for the Tax Warranties, the Employee Warranties and the Seller Fundamental Warranties, a written notice of the date Buyer Indemnified Party’s claim is delivered to Sellers not later than the close of this Agreement business on the 18-month anniversary of the Closing Date, and (without giving effect ii) in the case of the Tax Warranties and the Employee Warranties, a written notice of the Buyer Indemnified Party’s claim is delivered to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); Sellers not later than the close of business on the Statute of Limitations Date; (b) any inaccuracy in or a breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth contained in this Agreement; (dprovided that Sellers shall have no liability under this Section 10.2(b) for any Closing Indebtedness such breach occurring on or Acquired Company Transaction Expenses, prior to the extent not credited against the payment Closing Date unless a written notice of the Purchase Price by Purchaser; (e) (i) any Taxes Buyer Indemnified Party’s claim is delivered to Sellers not later than the close of business on the 18-month anniversary of the Acquired Companies with respect to Closing Date; (c) any Pre-Closing Tax Period Taxes or with respect Loss relating to a breach of Section 3.19(f); (d) each and every item listed on Schedule 3.21 (the “Scheduled Environmental Items”) and any deductibles, self-retentions and co-pays incurred by Buyers under the Environmental Policies; or (e) any alleged or actual violation of any Antitrust Law relating to the portion Acquisition (as defined in the FTC Order) or the sale of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and product (ii“Product”) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser Seller Parent, the Sellers, or without Good Reason by any of their respective Affiliates (including the Key EmployeeBusiness Entities), within the 12 month period following which sale occurred on or between February 29, 2008, and the Closing (a the “Premature DeparturePeriod”); and provided, howeveras well as the sale of any product of which a Product, that in no event shall sold during the Period, is a part or within which such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who Product is the subject of a Premature Departure as set forth in Exhibit B.included.

Indemnification by Sellers. From (a) Subject to provisions of this Article 7, from and for twelve after the Closing Date, each Seller, jointly and severally, shall indemnify Buyer Parent, Buyer, their respective Affiliates and their respective current and former officers, directors, partners, members, employees, successors and permitted assigns (12collectively, the “Buyer Indemnified Parties”) months after against any losses, out-of-pocket costs or expenses (including reasonable attorneys’ fees and costs), liabilities or other damages (collectively, “Losses”) incurred by or asserted against the Buyer Indemnified Parties as a result of or to the extent relating to (i) any breach by Parent of any representation and warranty contained in Article 3 or any certificate delivered by or on behalf of the Sellers hereunder at or prior to the Closing, Sellers shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: (a) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (cii) any breach of any covenant or obligation agreement of Sellers or GGC set forth a Seller contained in this Agreement; , (diii) any Closing Indebtedness or Acquired Company Transaction ExpensesRetained Liability, (iv) any Environmental Claim to the extent not credited against it relates to any act, omission, event, condition, or circumstance occurring or existing on or prior to the payment of Closing Date, (v) the Purchase Price by Purchaser; Sellers’ noncompliance with any Bulk Sales Legislation to the extent relating to Retained Liabilities, (evi) (iA) any Taxes of the Acquired Companies any Purchased Entity with respect to any Pre-Closing Tax Period or and (B) the Taxes of any Person (other than a Purchased Entity) with respect to which any Purchased Entity is liable under Treasury Regulation §1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract (excluding customary Tax indemnification provisions in commercial contracts not primarily relating to Taxes), or otherwise, (vii) a claim for plan funding or withdrawal liability by or to a defined benefit pension plan maintained by or contributed to by a Seller or an Affiliate of a Seller governed by ERISA (excluding any withdrawal liability due to actions or omissions of Buyer and its Affiliates), (viii) any pension liability in connection with inactive employees as of the portion Closing Date of the Germany Entity Seller or the Germany Entity, and (ix) all Liabilities to the extent arising out of the operation of the Businesses by a Purchased Entity prior to Closing or any act, omission, event, condition, or circumstance occurring or existing prior to Closing with respect to a Purchased Entity (including product liability claims, infringement of third-party Intellectual Property, environmental matters, employment and labor matters, and Legal Proceedings), in each case with respect to this clause (ix), to the extent that such Liabilities would have constituted Retained Liabilities had such Purchased Entity transferred its assets as a Seller party hereto. (b) Notwithstanding any other provision in this Agreement to the contrary, no Seller shall have any liability under Section 7.2(a)(i) above, unless the aggregate of all Losses relating thereto for which Sellers would be liable, but for this Section 7.2(b), exceeds on a cumulative basis Three Million Five Hundred Thousand Dollars ($3,500,000) (the “Deductible”), and then only to the extent such Losses exceed the Deductible; provided that the Sellers’ aggregate liability under Section 7.2(a)(i) shall in no event exceed Fifty-Six Million Two Hundred Fifty Thousand Dollars ($56,250,000) (the “Cap”); provided, further, that the Cap and the Deductible shall not apply to any Losses resulting from breaches of any Straddle Period ending on Fundamental Representation or fraud. In no event shall the aggregate liability of the Sellers for all Losses claimed by Buyer Indemnified Parties against the Sellers exceed the Purchase Price. (c) Notwithstanding any other provision in this Agreement to the contrary, from and after the Closing Date, no Seller shall be liable to, or indemnify, any Buyer Indemnified Party for any Losses (i) to the extent that such Losses result from or arise out of actions taken by a Buyer Indemnified Party or any Purchased Entity or any of their respective Affiliates from and after the Closing Date; provided that, subject to Section 7.2(d), discovery by Buyer of pre-existing conditions or events shall not credited against the payment constitute “actions taken” by Buyer resulting in disqualification of the Purchase Price by Purchaser and an indemnity claim, (ii) that are punitive, special, consequential, incidental, exemplary, in the nature of lost profits, or any Taxes arising out diminution in value of property or related equity (except, in any such case, to the extent that such damages are awarded to a Permitted Activity; third party in a Third Party Claim), or (iii) to the extent that such matter was taken into account in the final determination of either (A) the OCP Net Working Capital Amount adjustment pursuant to Section 1.6(b)(ii) hereof or (B) the DES Net Working Capital Amount adjustment pursuant to Section 1.6(b)(iii) hereof. The Buyer Indemnified Parties shall not use “multiple of profits” or “multiple of cash flow” or any similar valuation methodology in calculating the amount of any Losses. (d) Notwithstanding any other provision in this Agreement to the contrary, any claim for indemnity asserted by a Buyer Indemnified Party against any Seller based on any of (A) Section 7.2(a)(i) in respect of a breach of a representation and warranty contained in Section 3.13, (B) Section 7.2(a)(iv), or (C) Sections 7.2(a)(iii) or 7.2(a)(ix) (to the extent any such claim constitutes an Environmental Claim) (an “Environmental Indemnity Claim”), but excluding, for purposes of compliance with clause (iii) below, any claim for indemnity asserted by a Buyer Indemnified Party resulting from any condition discovered as a result of the work performed under the Scope of Work, shall be subject to the following limitations: (i) The Buyer Indemnified Party shall exercise reasonable best efforts to mitigate the Losses arising from the Environmental Indemnity Claim, consistent with the requirements of Environmental Law in light of the circumstances under which the Losses were incurred. (ii) In responding to the claim, event, condition, or circumstance giving rise to the Environmental Indemnity Claim, the Buyer Indemnified Party shall undertake any environmental response activities, including without limitation sampling, investigation, analysis, assessment, removal, remediation, or other similar work, in the most cost-effective and efficient manner consistent with compliance with Environmental Law. (iii) Following the Closing, unless (A) required to do so by a Governmental Entity or to the extent necessary to comply with Environmental Law, (B) in response to a third party providing credible information regarding an environmental hazard at such Facility, (C) in response to any event, condition, or circumstance constituting an environmental hazard of which Buyer becomes aware without looking for and which Buyer reasonably believes compels it to take environmental response activities in order to avoid violating Laws or creating additional Losses, or (D) required to do so in connection with a sale of such Facility, Buyer shall not conduct any environmental response activities, including sampling, investigation, analysis, assessment, removal, remediation, or other similar work, concerning the soil, groundwater, surface water or other environmental medium at, under, or adjacent to any Facility. No Seller shall be liable for that portion of Losses included in an Environmental Indemnity Claim which result from the Buyer Indemnified Party’s breach of any of the foregoing limitations. In the event Buyer fails to adhere to any of the foregoing limitations, a Seller’s liability for the Environmental Indemnity Claim shall exclude those Losses, if any, that the Buyer Indemnified Party would not have incurred had Buyer adhered to such limitations. Any Buyer Indemnified Party asserting an Environmental Indemnity Claim shall promptly share with Parent all non-privileged material correspondence (and, upon execution of a customary joint defense agreement, upon which the parties hereto agree that they shall mutually and reasonably agree, all privileged material correspondence) relating to such Environmental Indemnity Claim and the resulting Losses for which indemnity is sought, including material correspondence with any governmental agencies or third parties, and shall invite Parent and/or offer Parent a reasonable opportunity to attend all meetings with the party or parties making an Environmental Claim connected to such Losses. (e) The Buyer Indemnified Parties shall take, and shall cause the Purchased Entities to use all commercially reasonable efforts to mitigate all Losses upon and after becoming aware of any event which could reasonably be expected to give rise to Losses. (f) The Buyer Indemnified Parties shall not be entitled to recover any Losses relating to any matter arising under one provision of this Agreement to the termination extent that the Buyer Indemnified Parties have already recovered Losses with respect to such matter pursuant to other provisions of the employment this Agreement. (g) The representations made in Section 3.8 of this Agreement are not intended to serve as representations to, or a guarantee of, nor can they be relied upon with respect to, Taxes attributable to any Key Employee identified in Exhibit B heretoPost-Closing Tax Periods, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following Tax positions taken after the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.Date.

Indemnification by Sellers. From Sellers, jointly and severally, shall indemnify, defend and hold Buyer harmless from, against and with respect to any claim, liability, obligation, tax, loss, damage, assessment, judgment, cost and expense (including, without limitation, reasonable attorney's fees and costs and expenses reasonably incurred in connection therewith), after deduction for twelve (12) months after the Closingany net tax savings, Sellers shall hold harmless and indemnify each of the Indemnitees from and againstinsurance reimbursement or other third party recoveries received by such party as result thereof, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or incurred by Buyer or its shareholders, officers, directors and employees (collectively "Purchasers' Damages") resulting from or attributable to any of the Indemnitees or to which any of the Indemnitees may otherwise become subject following (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: collectively "Purchasers Indemnifiable Claims"): (a) any inaccuracy in breach or material breach failure of any representation or warranty of the Sellers or GGC as any Veltxx Xxxup Member contained in this Agreement or in any of the date certificates delivered to Buyer by the Sellers or any Veltxx Group Member pursuant to Section 2.2 of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); Agreement; (b) any inaccuracy in or breach of any representation or warranty of failure by the Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular timeany Veltxx Xxxup Member to perform or observe, which need only or to have performed or observed, in full any covenant or agreement to be accurate as of such time) (without giving effect to any “Material Adverse Effect” performed or other materiality qualification observed by Sellers or any similar qualification contained or incorporated directly or indirectly in such representation or warrantyVeltxx Xxxup Member under this Agreement (other than Section 6.1 below); ; (c) any liability or claim resulting from the conduct of the businesses of any Veltxx Xxxup Member through the Closing (other than those (i) reflected in the Financial Statements received by Buyer prior toe Closing Date, (ii) incurred or accruing after the dates of the 53 57 Financial Statements in the ordinary course of business through the Closing (iii) incurred in the ordinary course of business and resulting from the Leases, Contracts, Employee Benefit Plans or other instruments entered into through the Closing in the ordinary course of business on a basis consistent with historical practices, (iv) those reflected in Schedule 5.1 (c)(iv) attached hereto, or (vi) those resulting from any violations of any applicable Environmental Laws, to the extent that such violation does not constitute a breach of any covenant or obligation of Sellers or GGC the representations and warranties set forth in this AgreementSection 3.1), including, without limitation; (i) any liability or claim for personal injury or damage to property based on or resulting from any product sold by any Veltxx Xxxup Member through the Closing; (ii) any liability or claim for any federal, state, provincial, local or foreign income, franchise, real property, personal property, withholding, employment, sales, ad valorem, goods and services and other taxes payable or collectible by any Veltxx Xxxup Member, or any penalty or interest payable with respect to any of the foregoing, which relates to any Veltxx Xxxup Member for any period through the Closing; (iii) any liability or claim for workers' compensation benefits, health, life or other insurance benefits, or any other employee benefits or claims for or by any of the employees of any Veltxx Xxxup Member for any period through the Closing (other than any liability or claim covered by insurance or the workers' compensation system or any liability for any increase in any insurance premiums or workers' compensation contributions after Closing which results from an event prior to the Closing), or any liability or claim resulting from or relating to any occurrence during any period through the Closing; or (iv) any liability or claim resulting from the termination of any employee of any Veltxx Xxxup member prior to the Closing; (d) any agreements, contracts, negotiations or other dealings by Sellers or any Veltxx Xxxup Member with any person concerning the sale of all or substantially all of the stock, assets or businesses of any Veltxx Group Member; (e) any liability or claim by any third party resulting from the conduct of the businesses of any Veltxx Xxxup Member through the Closing Indebtedness in violation of any law, rule or Acquired Company Transaction Expensesregulation of any governmental authority, excluding any federal, state or local Environmental Laws to the extent such violation does not credited against the payment constitute a breach of the Purchase Price by Purchaser; representations and warranties set forth in Section 3.10 above; (e) (if) any Taxes liability or claim resulting from any of the Acquired Companies matters disclosed in Schedules 3.3(b), 3.3(c)ii or 3.3(c)(vi) attached hereto (except to the extent that any unpaid or unaccrued taxes referenced therein are accrued for in the September 28, 1996 interim financial statements), or from any of the matters disclosed in Schedules 3.3(c)(i), 3.5(c), 3.6(b), 3.9 (other than with respect to any Pre-Closing Tax Period item 26 on Schedule 3.6(a) and the consideration of Veltxx Xxx. pursuant to item 25 on Schedule 3.6(a)) or with respect to the portion items 4, 5 and 6 of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B Schedule 3.11 attached hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B..

Indemnification by Sellers. From and for twelve (12) months after Following the Closing, Sellers shall subject to this Article VII, each Seller agrees, severally and individually (and not jointly) to indemnify, defend and hold harmless the Purchaser, its officers, directors, agents, employees and indemnify each of the Indemnitees Affiliates from and againstagainst any and all losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, Taxes, costs, fees, expenses (including reasonable attorneys', consultant and expert witness fees and expenses), and shall compensate and reimburse each of the Indemnitees fordisbursements (collectively, any Damages which are suffered or incurred "Losses") actually sustained by any such Person resulting from, arising out of the Indemnitees or relating to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: (a) any inaccuracy in or material breach by such Seller of any representation or warranty of Sellers or GGC as of the date representations or warranties of such Seller, contained in Article III or IV of this Agreement (without giving effect or the certificate delivered by such Seller pursuant to Section 2.04(d) after taking into account any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); supplement to the Schedules pursuant to Section 6.04, (b) any inaccuracy breach by such Seller of any covenant contained in or this Agreement (other than any non-willful and non-deliberate breach of Section 6.03) which requires performance by such Seller, and (c) any representation and all Taxes of the LLC for any taxable period or warranty of Sellers portion thereof ending on or GGC as if prior to the Closing Date, but only to the extent such representation and warranty had been made on and Taxes exceed the amount, as of the Closing Date, of any payroll, sales or use Taxes incurred in a taxable period that begins before and ends after the Closing Date (except for such representations a "Straddle Period") and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on are due after the Closing Date, provided that liability for any such Straddle Period payroll, sales or use Taxes was incurred as a result of employment services provided or purchases or sales made in the ordinary course of business. For Straddle Period Taxes other than payroll, sales and use Taxes, if any, which are due after the Closing Date, clause (c) of this Section 7.01 shall apply to, and the Sellers shall be responsible for, an amount equal to the extent not credited against the payment product of the Purchase Price by Purchaser and (ii) any Taxes arising out due for the entire Straddle Period times a fraction, the numerator of or related to a Permitted Activity; and (f) which is the termination number of days in the portion of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following Straddle Period up to and including the Closing (a “Premature Departure”); Date and provided, however, that in no event shall such Damages be “double counted” for purposes the denominator of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who which is the subject number of a Premature Departure as set forth days in Exhibit B.the entire Straddle Period.

Indemnification by Sellers. From (a) To the extent specified herein, the Sellers will indemnify and for twelve (12) months after hold the Closing, Sellers shall hold buyer harmless and indemnify each of the Indemnitees from and againstagainst any and all damage, loss, cost, deficiency, assessment, liability or other expense (including reasonable attorney's fees, costs of court and shall compensate and reimburse each of litigation expenses, if any) suffered, incurred or paid by the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or Buyer as a result of: (1) The material untruth, inaccuracy, breach or are connected with: (a) violation of any inaccuracy representation, warranty, covenant or other obligation of the Sellers set forth in or material breach made in connection with this Agreement; (2) The assertion against the Buyer or any of the Companies of any representation material liability or warranty obligation of Sellers or GGC as any of the date of this Agreement (without giving effect to any “Material Adverse Effect” Companies or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation claim relating to the operation of the Companies, businesses, prior to the Closing Date, whether absolute or warranty of Sellers contingent, matured or GGC as if such representation and warranty had been made on and unmatured, known or unknown as of the Closing Date (except including, without limitation, customer claims or disputes). (3) No claims for such representations indemnification by Buyer shall be payable until the aggregate thereof reaches $50,000 and warranties that address matters only as claims in excess of a particular time, which need only $50,000 shall be accurate as subject to indemnification. The maximum amount payable to Buyers for Sellers' claims of such timeindemnification shall be $500,000. (b) (without giving effect The Buyer shall give written notice to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach the Sellers of any covenant claim, action, suit or obligation of proceeding relating to the indemnity herein provided by Sellers or GGC set forth in this Agreement; not later than ten (d10) any Closing Indebtedness or Acquired Company Transaction Expensesdays after Buyer has received notice thereof. Sellers shall have the right, at his option, to the extent not credited against the payment of the Purchase Price compromise or defend, at his own expense and by Purchaser; his own counsel (e) (i) which counsel shall be reasonably satisfactory to Buyer), any Taxes of the Acquired Companies with respect such action, suit or proceeding. Buyer and Sellers agree to cooperate in any Pre-Closing Tax Period such defense or with respect settlement and to the portion of any Straddle Period ending on the Closing Date, give each other full access to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.all information relevant thereto.

Indemnification by Sellers. From (a) Subject to the limitations expressly set forth in Section 7.6, each Seller will, jointly and for twelve (12) months after the Closingseverally, Sellers shall indemnify and hold harmless the Target Group and indemnify its and their respective Representatives and the Purchaser and each of its Affiliates (other than the Indemnitees Target Group) and its and their respective successors, assigns, members, partners, equity owners and Representatives (collectively, the “Purchaser Indemnified Parties”) from and against, and shall compensate and reimburse each of will pay to the Indemnitees forPurchaser Indemnified Parties the monetary value of, any Damages which are and all Losses incurred or suffered by the Purchaser Indemnified Parties arising out of or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject resulting from: (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: (ai) any inaccuracy in or material breach of or any allegations that, if true, would constitute an inaccuracy in or breach of any representation or warranty of Sellers or GGC as Fundamental Representation of the date Seller Parties; (ii) any inaccuracy in or breach of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any allegations that, if true, would constitute an inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as (other than the Fundamental Representations of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such timeSeller Parties) (without giving effect to any “Material Adverse Effect” or other materiality qualification statement of any Seller Party contained in this Agreement, any Ancillary Agreement or in any certificate, instrument or other document delivered by or on behalf of any Seller Party pursuant to this Agreement or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); Ancillary Agreement; (ciii) any nonfulfillment, nonperformance or other breach of any covenant or obligation agreement of Sellers or GGC set forth any Seller Party contained in this Agreement; , the Disclosure schedules, or any Ancillary Agreement or in any certificate, instrument or other document delivered by or on behalf of any Seller Party pursuant to this Agreement or any Ancillary Agreement; (div) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies Fraud with respect to any Pre-Closing Tax Period representation, warranty, covenant, agreement or other statement of any Seller Party contained in this Agreement or in any Ancillary Agreement or in any certificate, instrument or other document delivered by or on behalf any Seller Party pursuant to this Agreement or any Ancillary Agreement; (v) any ERISA Affiliate Liability of Seller Parties; (vi) any amounts required to pay any Indebtedness of the Target Group or Transaction Expenses that are not included in the Final Purchase Price or not otherwise paid at Closing; (vii) any Liabilities related to the Excluded Assets or the distribution of the Excluded Assets, including with respect to the portion of any Straddle Period ending on the Closing Dateand all Taxes, title or registration fees; (viii) any Liabilities related to the extent not credited against transactions contemplated under the payment of the Purchase Price by Purchaser and (ii) Personal Goodwill Agreement, including any Taxes arising out of Tax audits or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period reclassification that might occur following the Closing (a “Premature Departure”)or claims by any third parties or beneficiaries of any of the Sellers; and provided, however, that in no event such Losses shall be reduced by any Tax benefit received by the Purchaser Indemnified Parties as the result of such Damages be “double counted” for purposes Tax audit or reclassification; (ix) any Liabilities related to the PAGA Claim, including the final disposition and settlement of this Article 10. For purposes of such PAGA Claim; and (fx) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as those matters set forth in Exhibit B.on Schedule 7.1(a)(x) (the “Pending Actions”).

Indemnification by Sellers. From (a) Sellers agree, jointly and for twelve (12) months after the Closingseverally, Sellers shall hold harmless to indemnify in full Buyer, St. Jude, and indemnify each of the Indemnitees from Company and againstthe Subsidiaries (collectively, for purposes of this Article IX only, "BUYER") and shall compensate and reimburse each of the Indemnitees forhold it harmless against any Loss arising from, relating to or constituting (i) any Damages which are suffered breach or incurred by inaccuracy in any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: (a) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only of Sellers contained in this Agreement as of a particular timethe same may be brought down to the Closing Date, which need only be accurate as of such time) or (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (cii) any breach of any covenant of the agreements of any Sellers contained in this Agreement (collectively, "BUYER LOSSES"). In calculating the dollar amount attributable to any Buyer Loss, any materiality qualifications included in the representations and warranties in this Agreement shall be disregarded. (b) Sellers will be liable to Buyer for Buyer Losses only if the aggregate amount of all Buyer Losses exceeds U.S.$2,500,000 (the "BASKET AMOUNT"), in which case Sellers will be liable for the Buyer Losses that exceed the Basket Amount; PROVIDED, HOWEVER, that Buyer Losses attributable to any misrepresentation or obligation inaccuracy in Section 2.1 or any intentional breach of any of the agreements of any Sellers contained in this Agreement shall not be subject to the Basket Amount but shall be indemnified in full, subject to Section 9.1(c). (c) Sellers will not be required to pay Buyer for aggregate Buyer Losses in excess of U.S.$50,000,000 (the "CAP"); PROVIDED, HOWEVER, that Buyer Losses attributable to any misrepresentation or inaccuracy in Section 2.1 or any intentional breach of any of the agreements of any Sellers contained in this Agreement shall not be subject to the Cap but shall be indemnified in full. (d) If Buyer has a claim for indemnification under this Section 9.1, Buyer will deliver to Sellers' Representative one or more written notices of Buyer Losses prior to the first anniversary of the Closing Date, except for Buyer Losses arising from a breach or inaccuracy in the representations and warranties made in Section 3.8 for which Buyer will deliver written notice of Buyer Losses prior to three months after the expiration of the applicable statute of limitations. Sellers will have no liability under this Section 9.1 unless the written notices required by the preceding sentence are given in a timely manner. Any written notice will state in reasonable detail the basis for such Buyer Losses to the extent then known by Buyer and the nature of the Buyer Loss for which indemnification is sought, and it may state the amount of the Buyer Loss claimed. Sellers' Representative will notify Buyer whether it disputes a claim within ninety (90) days after receipt of Buyer's written notice. If Sellers' Representative does not timely dispute the claim, Sellers will pay the amount of the Buyer Loss specified in Buyer's notice within ten (10) days thereafter or, if the amount thereof is not specified in Buyer's notice, within ten (10) days after the amount thereof is determined. If Sellers' Representative has timely disputed the liability of Sellers or GGC with respect to such claim, Sellers' Representative and Buyer will proceed in good faith to negotiate a resolution of such dispute. If a written notice does not state the amount of the Buyer Loss claimed, such omission will not preclude Buyer from recovering from Sellers the amount of the Buyer Loss with respect to the claim described in such notice if any such amount is promptly provided after it is determined. In order to assert its right to indemnification under this Article IX, Buyer will not be required to provide any notice except as provided in this Section 9.1(d). (e) Sellers will pay the amount of any Buyer Loss to Buyer within ten (10) days following the determination of Sellers' liability for and the amount of a Buyer Loss (whether such determination is made pursuant to the procedures set forth in this Agreement; (d) any Closing Indebtedness Section 9.1, by agreement between Buyer and Sellers' Representative or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”arbitration award); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B..

Indemnification by Sellers. From Each Seller jointly and for twelve (12) months after the Closingseverally covenants and agrees that such Seller will indemnify, Sellers shall defend, protect and hold harmless Buyer and indemnify each of the Indemnitees its officers, partners, directors, divisions, subdivisions, affiliates, subsidiaries, parents, agents, employees, successors and assigns at all times from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: (a) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of after the date of this Agreement from and against all Claims incurred by Buyer as a result of or arising from (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (ci) any breach of the representations and warranties made by the Sellers set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any nonfulfillment of any covenant or obligation agreement on the part of the Sellers under this Agreement, (iii) the business, operations or assets of the Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, the Hotels prior to the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and or (iiiv) any Taxes liability under the Securities Act, the Securities Exchange Act or other Law or regulation, at common law or otherwise, arising out of or related based upon (1) any untrue statement or alleged untrue statement of a material fact relating to any Seller contained in any preliminary prospectus, the registration statement filed in connection with the Newco IPO (the "Registration Statement") or any prospectus forming a Permitted Activity; and part thereof, or any amendment thereof or supplement thereto (fincluding any additional registration statement filed pursuant to Rule 462(b) under the termination of the employment of any Key Employee identified in Exhibit B heretoSecurities Act), either for Cause which statement was provided or was based upon information or documents provided to Buyer or its counsel by the Purchaser Sellers or without Good Reason their counsel, or (2) any omission or alleged omission to state therein a material fact relating to the Sellers required to be stated therein or necessary to make the statements therein not misleading, which information was not provided to Buyer or its counsel by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”)Sellers or their counsel; and provided, however, that such indemnity shall not inure to the benefit of Buyer to the extent that such untrue statement (or alleged untrue statement) was made in, or such omission or alleged omission) occurred in, any preliminary prospectus and the Sellers provided, in no event shall writing, corrected information to Buyer or Newco for inclusion in the final prospectus, and such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.information was not so included.

Indemnification by Sellers. From (other than for Tax Matters). Subject to Section 9.4, Section 9.7 and Section 9.12, each Seller agrees to indemnify on a joint and several basis Purchaser, its officers, directors, Affiliates, successors and assigns, including, for twelve (12) months the avoidance of doubt, the POC Companies after the Closing, Sellers shall hold harmless and indemnify each of Closing (the Indemnitees from and "Purchaser Indemnified Parties") against, and shall compensate and reimburse each of agree to hold the Indemnitees forPurchaser Indemnified Parties harmless from, any Damages which are and all Losses incurred or suffered or incurred by any Purchaser Indemnified Party arising out of any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: following: (a) Any breach of or any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date of made by any Seller in this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained Related Agreement or incorporated directly or indirectly in such representation or warrantyany document delivered by any Seller at the Closing (other than for Tax Warranties); (bprovided, that Sellers shall have no liability under this Section 9.2(a) for any breach of or inaccuracy in or breach of any representation or warranty unless a notice of Sellers the Purchaser Indemnified Party's claim is given to the Seller not later than the expiration of those representations and warranties pursuant to Section 9.1. (b) Any breach of or GGC as if such representation and warranty had been made on and failure by any Seller to perform any covenant or obligation of the applicable Seller set out in this Agreement or any Related Agreement or any document delivered by any Seller at the Closing (other than those relating to Taxes). (c) Any Excluded Liability. (d) For each customer contract of the POC Companies in existence as of the Closing Date (except other than the contracts in existence on the date hereof relating to POI Unit Numbers 867, 868 and 871) that contains an option for such representations and warranties the customer to purchase compression equipment owned by a POC Company or to cause a POC Company to purchase compression equipment from a customer, if, during the original term of that address matters only as of a particular timecontract (excluding any renewal, holdover or extension periods), the customer exercises that purchase or sale option, the amount, if any, by which need only be accurate as the fair market value of such timeequipment exceeds the amount received by Hanover and its Affiliates (including the POC Companies) (without giving effect pursuant to any “Material Adverse Effect” such purchase option or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against amount by which the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause amount paid by the Purchaser or without Good Reason by POC Company exceeds the Key Employee, within the 12 month period following the Closing (a “Premature Departure”)fair market value of such equipment pursuant to such sale option; and provided, however, that this Section 9.2(d) shall not apply if the exercise of such purchase option is due to the breach of contract, contract default, negligence or willful misconduct of Hanover or its Affiliates (including the POC Companies) or if Hanover or any of its Affiliates (including the POC Companies) encourages the exercise of the purchase option by the customer in no event shall any way or has any agreement with the customer relating to the purchase option beyond what is in the contract. Purchaser agrees to and to cause its Affiliates to use commercially reasonable efforts to negotiate the put or call provisions out of any such Damages be “double counted” contracts that come up for purposes of this Article 10. For purposes of (f) aboverenewal; provided, the Parties agree however, that the amount Purchaser or its Affiliates shall not be required to alter any other terms of Damages applicable such contracts to a Premature Departure their detriment in order to remove the purchase or sale options. This Section 9.21 shall vary depending on not apply to any purchase option or sale option that is amended in any way adverse to the Key Employee who is Sellers after the subject of a Premature Departure as set forth in Exhibit B.Closing.

Indemnification by Sellers. From After the Closing Date and for twelve (12) months after subject to the Closinglimitations set forth below, Sellers shall including without limitation the limitations described in Section 11.4, each Seller and Xxxxxxx Xxxxxxxx, as applicable, agree to and do hereby indemnify and hold harmless Buyer and indemnify each of the Indemnitees its Affiliates, officers, directors and employees harmless against any claims, suits, losses, expenses, damages, obligations, liabilities (including costs and reasonable attorneys' fees) (hereinafter referred to collectively as "Losses") which result from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which or are suffered or incurred by related to any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: following: (a) any breach or failure of such Seller or PNIC (in the case of PNIC, prior to Closing), as applicable, to perform any of its covenants or agreements set forth herein; (b) the inaccuracy in or material breach of any representation or warranty of Sellers made herein by such Seller or GGC Xxxxxxx Xxxxxxxx, as of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); applicable; (c) any breach liabilities of any covenant or obligation Seller except for (i) those liabilities incurred by Buyer pursuant to this Article 11, (ii) liabilities of Sellers or GGC set forth in this Agreement; such Seller that are actually the primary obligations of PNIC and (iii) the Seller Assumed Liabilities; (d) any Closing Indebtedness liabilities of any Seller or Acquired Company Transaction Expenses, PNIC arising prior to the extent not credited against Closing other than (i) with respect to PNIC, those liabilities specifically set forth or provided for in the payment Statutory Statements or otherwise specifically provided for in this Agreement or disclosed in any Schedule of the Purchase Price by Purchaser; Sellers' Disclosure Schedule, (ii) with respect to Wycon, the Wycon Assumed Liabilities, (iii) with respect to Unamark, the Unamark Assumed Liabilities, (iv) with respect to Americlaim, the Americlaim Assumed Liabilities and (v) any liabilities described in Section 5.32(i), (ii), (iii) or (iv) of this Agreement. (e) any Employee Plan or Pension Plan maintained prior to the Closing Date by such Seller or PNIC or maintained at any time by such Seller, including any Losses arising out of any claim that Buyer or any of its Subsidiaries has liability as a successor employer to any of the Sellers; (if) any Taxes actions of such Seller or PNIC prior to the Closing Date relating to the Employees or any other persons employed by such Seller or PNIC; or (g) any fines or penalties assessed against any of the Acquired Companies with respect Sellers or PNIC for actions engaged in prior to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B..

Indemnification by Sellers. From Each Seller will furnish to the Company in writing such information and affidavits with respect to such Seller as the Company reasonably requests for twelve (12) months after use in connection with any registration statement or prospectus to be filed or used under this Agreement and each of them, upon executing and delivering an underwriting agreement or otherwise upon registration of the ClosingRegistrable Securities pursuant to the terms of this Agreement, Sellers shall agree to indemnify and hold harmless to the fullest extent permitted by law, the Company, each person who signed the registration statement, any underwriter, and indemnify each Person who controls the Company within the meaning of Section 15 of the Indemnitees from and against, and shall compensate and reimburse each Securities Act or Section 20(a) of the Indemnitees forExchange Act (each, a "Company Indemnified Party" and, collectively with Shareholder Indemnified Parties, the "Indemnified Parties") against joint or several Damages to which they or any of them may become subject: (i) under the Securities Act, the Exchange Act or otherwise, insofar as such Damages (or actions in respect thereof) arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any registration statement, prospectus, preliminary prospectus or any amendment thereof or supplement thereto, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any Damages which arise out of or are suffered based upon any such untrue statement or incurred alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with information furnished in writing by any of such Seller or on such Seller's behalf to the Indemnitees Company in a signed document stating that such information is specifically for use therein; or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claimii) and which arise from or as a result ofof or in connection with any violation of applicable Laws by such Seller or any general or limited partners, employees, officers or are connected with: directors of such Seller in connection with any such registration; provided that, as to any underwriter or any person controlling any underwriter, the foregoing indemnity does not apply to any Damages based upon any untrue statement, alleged untrue statement, omission or alleged omission made in a preliminary prospectus but eliminated or remedied in the final prospectus (afiled pursuant to Rule 424(b) any inaccuracy in under the Securities Act) if a copy of the final prospectus was not sent to or material breach given by or on behalf of any representation underwriter to such person asserting such Damages at or warranty of Sellers or GGC as prior to the written confirmation of the date sale of this Agreement (without giving effect the Registrable Securities as required by the Securities Act. This indemnity will be in addition to any “Material Adverse Effect” or other materiality qualification or liability which a Seller may otherwise have, including any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach under this Agreement. Notwithstanding the foregoing, the liability of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (a Seller, except for such representations and warranties that address matters only as of a particular time, which need only be accurate as any liability resulting from the willful misconduct or intentional action of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction ExpensesSeller, shall not exceed an amount equal to the extent not credited against the payment proceeds realized by such Seller of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure Registrable Securities sold as set forth in Exhibit B.contemplated herein.

Indemnification by Sellers. From and for twelve (12) months after the Closing, Sellers shall jointly and severally defend, indemnify and hold harmless Buyer, the Companies, and indemnify each of the Indemnitees from their respective Affiliates and againstrespective successors and permitted assigns, and shall compensate and reimburse each of their respective shareholders, members, partners (general and limited), officers, directors, managers, employees, agents, and representatives, and each of their heirs, executors, successors and assigns (the Indemnitees for“Buyer Indemnified Persons”) harmless from, against and in respect of any and all Damages which that arise out of or are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, of or are connected with: (a) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of connection with the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular timeCushion Gas Litigation, which need only be accurate as Damages will include the costs of such time) (without giving effect to any “Material Adverse Effect” complying with or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaser; (e) Damages arising from — (i) any Taxes court order or decree in any Cushion Gas Litigation (x) that grants a right of replevin, sequestration, foreclosure, withdrawal or sale of natural gas contained in the Bxxxxx Storage Reservoir, or any restriction or constraints on any sale of any natural gas in the Bxxxxx Storage Reservoir (other than restrictions on the sale or withdrawal of any Cushion Gas pending the resolution of the Acquired Companies with respect to any Pre-Closing Tax Period Cushion Gas Litigation), or with respect (y) that otherwise impairs or constrains HPL’s (or its successors’) or withdrawal of the Cushion Gas as provided in the Right To Use Agreement and the Cushion Gas Consent prior to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment expiration of the Purchase Price by Purchaser and 30-year base term of the Right To Use Agreement; (ii) any Taxes arising out monetary liability under and the actual costs of other compliance with any Cushion Gas Litigation Results, including the posting of any bond or related other security required by any court order or for any appeal and including any sanctions imposed by any court or any administrative agency; and (iii) the loss of use of the Cushion Gas during the remainder of the initial 30-year term of the Right to a Permitted ActivityUse Agreement as the result of any Cushion Gas Litigation; provided that, in the case of clauses (i) and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”ii); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree costs of complying with any court order or Cushion Gas Litigation Result that does not impose an obligation on the Companies that is greater than the requirements provided for in Section 3.2 shall not constitute Damages. The aggregate amount of Damages applicable for which Sellers shall be obligated to a Premature Departure indemnify the Buyer Indemnified Persons under this Agreement shall vary depending on not exceed the Key Employee who is Purchase Price. The indemnification obligations of the subject of a Premature Departure as set forth in Exhibit B.Sellers under this Section 4.1 shall be guaranteed by Sellers’ Guarantor pursuant to the Sellers’ Limited Guaranty.

Indemnification by Sellers. From (a) Each of the Sellers shall, jointly and for twelve (12) months after the Closingseverally, Sellers shall indemnify and hold harmless Buyers and indemnify each of their Affiliates (including the Indemnitees from Partnership and its Subsidiaries) and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyers Indemnitees”) against, and shall compensate and reimburse each of the Indemnitees forhold them harmless from, any Damages which are suffered and all losses, damages, claims (including third party claims), charges, interest, penalties, Taxes, diminution in value, costs and expenses (including legal, consultant, accounting and other professional fees, costs of sampling, testing, investigation, removal, treatment and remediation of contamination and fees and costs incurred in enforcing rights under this Section 9.2) (collectively, “Losses”) resulting from, arising out of, or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result ofBuyers Indemnitee in connection with, or are connected with: otherwise with respect to: (ai) any inaccuracy in or material the breach of any representation warranty or warranty failure of any representation, from Partnership or any Seller in this Agreement, the Sellers Disclosure Schedule, or GGC as of any certificate or other document furnished or to be furnished to Buyers in connection with the date of transactions contemplated by this Agreement to be true or accurate; (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (cii) any breach of any covenant or obligation agreement of Sellers the Partnership or GGC set forth any Seller contained in this Agreement; , the Sellers Disclosure Schedule, or any certificate or other document furnished or to be furnished to Buyers in connection with the transactions contemplated by this Agreement; (diii) any Closing Indebtedness fees, expenses or Acquired Company other payments incurred or owed by any Seller, the Partnership or any of its Subsidiaries to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement; or (iv) any Transaction ExpensesFees or other fees, costs and expenses incurred by Partnership with respect to this Agreement or the extent not credited against the payment of the Purchase Price by Purchaser; transactions contemplated hereby; (e) (iv) any Taxes of the Acquired Companies Partnership or any Subsidiary with respect to taxable periods (or portion’s thereof) that end on or before the Closing Date; (vi) or in any Pre-Closing Tax Period or with respect way related to, the Excluded Business and including, without limitation, any Employee Claims related to the portion employment or cessation of employment of any Straddle Period ending Excluded Employee and any fees, costs, expenses or other transaction costs (including Taxes) associated with, or arising out of, the Excluded Business Sale; (vii) or related to, any litigation, action, proceeding, arbitration or regulatory investigation arising out of or relating to or in connection with events occurring on or prior to the Closing Date, regardless of when such claim is asserted and including without limitation any Losses or other fees, costs, expenses, fines or penalties associated with the fee audit by CME referenced in Section 2.17 of the Sellers Disclosure Schedule (viii) a liability identified on Section 2.6 to the Sellers Disclosure Schedule if the event or circumstance causing such liability to become cxxxxx occurs prior to Closing, except to the extent such liability has been fully reserved for and reflected in the Closing Adjusted Book Value or is fully secured and indefeasibly paid from the proceeds of such Collateral. Any and all Losses hereunder shall bear interest at the Prime Rate (as reported in The Wall Street Journal, Eastern Edition) from the date incurred until paid. (b) The Sellers shall not credited against be liable for any Loss or Losses pursuant to Section 9.2(a)(i) (“Buyers Warranty Losses”) unless and until the payment aggregate amount of all the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause Buyers Warranty Losses incurred by the Purchaser or without Good Reason by Buyers Indemnitees exceeds $100,000 in which event the Key Employee, within the 12 month period following the Closing (a “Premature Departure”)Sellers shall be liable for all such excess Buyers Warranty Losses; and provided, however, that nothing contained in no event this Section 9.2(b) shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree deemed to limit or restrict in any manner any rights or remedies that the amount Buyers have, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of Damages applicable to a Premature Departure warranty hereunder or any inaccuracy or breach of Section 2.4 (Title) or Section 3.1 (Title). The Sellers shall vary depending on not be responsible for Buyers Warranty Losses that in the Key Employee who is aggregate exceed the subject of a Premature Departure as set forth in Exhibit B.Purchase Price.

Indemnification by Sellers. From and for twelve (12) months after the Closing, The Sellers shall each individually exculpate, indemnify and hold Buyer, Buyer’s employees, officers, directors and stockholders (collectively, “Buyer Indemnified Parties”) harmless and indemnify each of the Indemnitees from and against, and shall compensate agree promptly to defend Buyer from and reimburse each of the Indemnitees Buyer Indemnified Parties for, any Damages which are suffered and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind, including, without limitation, reasonable attorney fees and other legal costs and expenses incurred in connection herewith or in the investigation of any claims made hereunder (“Claims”), incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a Buyer Indemnified Parties that result of, or are connected with: from: (a) any breach or inaccuracy of any of the representations and warranties made by the Sellers in or material breach pursuant to this Agreement, or in any instrument, certificate or affidavit delivered by the Sellers at the Closing in accordance with the provisions of any representation or warranty of Sellers or GGC as of Section hereof provided, Buyer makes a claim for indemnification within the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly applicable survival period set forth in such representation or warranty); Section 9.5 hereof; (b) any inaccuracy in failure by the Sellers to carry out, perform, satisfy and discharge any of their respective covenants, agreements, undertakings, liabilities or breach of obligations under this Agreement or under any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations documents and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect materials delivered by the Sellers pursuant to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); this Agreement; (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; Taxes (except property taxes not yet due and payable) accrued with respect to the periods prior to the Closing Date; (d) any Closing Indebtedness liabilities (other than the Assumed Liabilities) claims or Acquired Company Transaction Expenses, litigation matters which relate or are due to the extent not credited against the payment conduct of the Purchase Price by PurchaserBusiness on or prior to the Closing Date or any Retained Liability; or (e) (i) any Taxes suit, action or other proceeding brought by any governmental authority or Person arising out of, or in any way related to, any of the Acquired Companies matters referred to in Sections 9.1(a)-(d). The amounts for which the Sellers shall be liable under Section 9.1 of this Agreement shall be net of any insurance proceeds paid to Buyer Indemnified Parties in connection with respect to any Pre-Closing Tax Period or with respect the facts giving rise to the portion right of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.indemnification.

Indemnification by Sellers. From Subject to the limitations of Section 8.2 below, the Sellers shall indemnify and for twelve (12) months hold harmless the Buyer and, from and after the Closing, Sellers shall hold harmless the Company and indemnify each of their respective Affiliates and the Indemnitees from shareholders, directors, employees, officers, successors, permitted assigns and against, and shall compensate and reimburse agents of each of them (the Indemnitees for"Buyer Indemnified Persons") against all liabilities, any Damages which are suffered or losses, damages, costs and expenses reasonably incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or them as a result of, or are connected with: : (a) any inaccuracy in or material Any misrepresentation, breach of warranty or non- fulfillment of any representation or warranty of Sellers or GGC as agreement on the part of the date of Sellers under this Agreement, or any misrepresentation in any certificate or other instrument furnished or to be furnished by the Sellers to the Buyer under this Agreement, after giving full effect to all modifications to the Schedules to this Agreement (without giving effect which are delivered by Sellers to any “Material Adverse Effect” Buyer on or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty)before the Closing Date; (b) any inaccuracy in b)Any failure or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made delay on and as the part of the Sellers in satisfying the conditions to the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect provided herein or in fulfilling its obligation to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly sell the Shares in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in accordance with this Agreement; (c)Any Taxes imposed on or asserted against the Company, Buyer or any of Buyer's Affiliates (including any transferee or successor liability arising pursuant to Treasury Regulation Section 1.1502-6 or any comparable provisions of any state or local law) (or any claim therefor) by any Government authority for any taxable period (or a portion thereof) ending on or prior to the Closing Date arising out of the Business conducted or transactions by the Sellers or the Company occurring prior to the Closing Date; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by PurchaserThe Excluded Liabilities; (e) Any liability to the U.S. Government relating to assets of the ESCO Retirement Plan not transferred to Buyer or an Affiliate under the Federal Acquisition Regulation, the Cost Accounting Standards or any other government procurement law or regulation, and any liability (or any claim thereof) to Persons arising out of Sellers' failure to transfer to Buyer or an Affiliate the legally required quantity of assets of the ESCO Retirement Plan to be transferred upon sale of the Company; and (f)All actions, suits, proceedings, judgments, settlement payments, costs and expenses (including attorneys' fees and expenses) reasonably incurred by the Company or the Buyer incident to any of the foregoing; provided, that any such amounts shall (i) any Taxes of be computed considering the Acquired Companies with respect to any Pre-Closing Tax Period or with respect benefit to the portion of any Straddle Period ending on indemnified person arising from the Closing Dateindemnified matter, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) not include or be recoverable by any Taxes arising out of Person to the extent covered by insurance available to the indemnified person. Buyer, its employees, agents, directors, officers or related to a Permitted Activity; and (f) shareholders shall not actively seek the termination of the employment involvement of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (Third Person to assert a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) aboveclaim against Buyer, the Parties agree that the amount of Damages applicable Company or Sellers unless required to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.do so by law.

Indemnification by Sellers. From and for twelve (12) months after the Closing, Sellers shall hold harmless jointly and severally indemnify Purchaser and its Affiliates and their respective officers, directors, agents and employees (each of the Indemnitees from and such Person being called an “Indemnitee”) against, and shall compensate and reimburse hold each of the Indemnitees forIndemnitee harmless from, any Damages which are suffered or and all losses, claims, damages, penalties, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by any of the Indemnitees Indemnitee or to which asserted against any Indemnitee by any third party or by any Seller or any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from their Subsidiaries arising out of, in connection with, or as a result ofof (i) the execution or delivery of this Agreement, any other Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or are connected with: (aii) any inaccuracy in actual or material breach of prospective claim, litigation, investigation or proceeding relating to any representation or warranty of Sellers or GGC as of the date foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Seller or a Subsidiary, and regardless of this Agreement (without giving effect whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any “Material Adverse Effect” Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or other materiality qualification related expenses (A) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or any similar qualification contained willful misconduct of such Indemnitee or incorporated directly which arose from action taken or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of omitted after the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment repayment of the Purchase Price or (B) result from a claim brought by Purchaser; (e) (i) Sellers against an Indemnitee for breach in bad faith or a material breach of such Indemnitee’s obligations hereunder or under any Taxes other Document, if Sellers have obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding the Acquired Companies with respect foregoing, each Indemnitee shall be obligated to refund and return any Pre-Closing Tax Period or with respect and all amounts paid by Sellers under this paragraph to the portion of any Straddle Period ending on the Closing Date, such Indemnitee to the extent such Indemnitee is not credited against the entitled to payment of such amounts in accordance with the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.terms hereof.

Indemnification by Sellers. From (a) Sellers jointly and for twelve severally (12) months after the Closing, Sellers shall hold harmless and indemnify except with respect to each of SSDS and FSC Corp., which shall be several in proportion to its holding of Securities as set forth on Exhibit A hereto) (including their successors and assigns) agree to indemnify promptly Buyer, its successors and assigns, and any officer, director, employee or affiliate of Buyer (collectively, the Indemnitees "Buyer Parties") against and hold the Buyer Parties harmless from and againstin respect of any and all assessments, liens, losses, claims, damages (excluding consequential damages), fines, penalties, judgments, settlements, liabilities, costs, reasonable expenses (including, without limitation, reasonable expenses of investigation and shall compensate defense fees and reimburse each disbursements of the Indemnitees for, counsel and other professionals) and any Damages other obligations of any nature whatsoever which are suffered or may be incurred by any of the Indemnitees Buyer Parties directly or indirectly by virtue of or resulting from the breach (collectively, the "Losses") of (i) any covenant or agreement made by the Company prior to which Closing or Sellers in this Agreement or (ii) any of the Indemnitees representations and warranties made by the Company prior to Closing or Sellers in this Agreement, in each case without regard to any "materiality" or "Material Adverse Effect" or similar limitations, thresholds or exceptions contained in such representations and warranties and without regard to whether any such Loss is incurred prior to or after the Closing Date, provided, that Sellers shall not be required to indemnify any of the Buyer Parties for claims under this clause (ii) of Section 9.1(a) unless and until (but only to the extent that) the aggregate amount of Losses exceeds $500,000; provided, further, that Sellers shall not be required to indemnify any of the Buyer Parties for claims under this clause (ii) of Section 9.1 (a) to the extent that the aggregate amount of Losses exceeds $34 million; provided, further, that the provisions of this Article IX shall not apply to the covenants and agreements contained in Section 7.6 hereof, which shall be controlled by the terms therein (other than with respect to state sales and use taxes, which shall be controlled by the terms of this Section 9.1(a)); provided, further, that indemnification for breaches of the representations and warranties listed in clause (ii) of this Section 9.1(a) shall not be available except with respect to claims of breaches made thereunder by any Buyer Party prior to July 31, 1999 other than claims of breaches under Sections 2.10 or 2.11, which shall survive the applicable statute of limitations, and other than claims of breaches under Sections 2.2 or 2.3, which shall survive indefinitely; provided, further, that any claims for indemnification under clause (ii) of this Section 9.1(a) shall be decreased or refunded to Sellers, pro rata in accordance with Exhibit A hereto, as the case may otherwise become subject be, dollar for dollar to the extent of any actual insurance recoveries or actual recoveries from other unaffiliated third parties with respect to matters for which claims for indemnification were made under such clause. (b) Sellers and Whitecap jointly and severally (except with respect to each of SSDS and FSC Corp., which shall be several in proportion to its holding of Securities as set forth on Exhibit A hereto) (including their successors and assigns) agree to indemnify promptly the Buyer Parties against and hold the Buyer Parties harmless from and in respect of any and all Losses which may be incurred by any of the Buyer Parties directly or indirectly which relate to or arise out of the operations of Whitecap, the CMI Assets or Smartlink Development, L.P. or the transactions contemplated by Section 7.13 hereof (including, without limitation, any liability for Taxes), whether such Losses arise before or after the Closing Date and regardless of whether or not such Damages relate to any third-party claim) and which arise Losses result from or as a result of, or are connected with: (a) any inaccuracy in or material breach of any representation or warranty or any covenant contained in this Agreement. (c) Sellers jointly and severally (except with respect to each of Sellers or GGC SSDS and FSC Corp., which shall be several in proportion to its holding of Securities as set forth on Exhibit A hereto) (including their successors and assigns) agree to indemnify promptly the Buyer Parties against and hold the Buyer Parties harmless from and in respect of any and all Losses (notwithstanding anything to the contrary contained in Section 9.1(a) hereof) which may be incurred by any of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated Buyer Parties directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach by virtue of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as discrepancy between the actual amount of the Closing Date (except for such representations Indebtedness and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable the Closing Indebtedness represented to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.Buyers pursuant to Section 1.6(a)(v).

Indemnification by Sellers. From and for twelve (12) months after the Closing, Sellers shall indemnify Buyer and its Affiliates, stockholders, officers, directors, employees, agents, partners, representatives, successors and assigns (collectively, the "BUYER PARTIES") and save and hold harmless and indemnify each of the Indemnitees from them harmless against and againstpay on behalf of or reimburse such Buyer Parties as and when incurred for any actual loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims (including interest, penalties, reasonable attorneys' fees and shall compensate expenses and reimburse each all amounts paid in investigation, defense or settlement of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to foregoing) (individually a "LOSS," and collectively, "LOSSES"), which any of the Indemnitees such Buyer Party may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or suffer as a result of, or are connected with: (ai) any inaccuracy in breach by the Company or material breach Sellers of any representation or warranty of made by the Company or Sellers in this Agreement or GGC as any of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty)Schedules; (bii) any inaccuracy in nonfulfillment or breach of any representation covenant, agreement or warranty of other provision by the Company or Sellers under this Agreement or GGC as if such representation and warranty had been made on and as any of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty)Schedules; (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaser; (e) (iiii) any Taxes of the Acquired Companies Company with respect to any Pre-Tax year or portion thereof ending on or before the Closing Tax Period Date as determined in accordance with Section 8.11 hereof; or (iv) any of the matters set forth on the INDEMNIFICATION SCHEDULE attached hereto; PROVIDED THAT Sellers shall not have any liability under clause (i) above (other than with respect to the portion representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of any Straddle Period ending Section 5.3 (Authorization/ Noncontravention), Section 5.20 (Tax Matters), and Section 5.21(Brokerage and Transaction Bonuses)) unless the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $300,000 (and then Sellers shall be liable for all such Losses including the Closing Date, $300,000 threshold amount); and PROVIDED FURTHER that Sellers' aggregate liability under clause (i) above (other than with respect to the extent not credited against representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the payment first two and last sentences of Section 5.3 (Authorization/Noncontravention), Section 5.20 (Tax Matters) and Section 5.21 (Brokerage and Transaction Bonuses)), shall in no event exceed one-half of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and providedwith it being understood, however, that nothing in no event this Agreement (including this Section 8.2(a)) shall such Damages be “double counted” for purposes limit or restrict any of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable Buyer Parties' right to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth maintain or recover any amounts in Exhibit B.connection with any action or claim based upon fraud or intentional misrepresentation).

Indemnification by Sellers. From and for twelve (12a) months after the ClosingSubject to Section 9.2(b), Sellers shall shall, jointly and severally indemnify, defend, and hold harmless Buyer and indemnify each of the Indemnitees its officers, directors, employees, Affiliates, successors and assigns from and against, and shall compensate and pay or reimburse each of the Indemnitees forthem for and with respect to, any Damages which are suffered Loss relating to, arising out of or incurred resulting from: (i) Any breach by Sellers of any of its representations, warranties, covenants or agreements in this Agreement or any other Document; or (ii) Any obligation, indebtedness or Liability of Sellers (other than the Indemnitees Assumed Obligations) regardless of whether disclosed to Buyer and regardless of whether constituting a breach by Sellers of any representation, warranty, covenant or agreement hereunder or under any other Document; or (iii) Noncompliance by Sellers with the provisions of the Bulk Sales Act, if applicable, in connection with the transactions contemplated by this Agreement. (b) If Closing occurs, Sellers shall not be obligated to indemnify Buyer unless and until the aggregate amount of Buyer's Losses exceeds Five Hundred Thousand Dollars ($500,000) (the "Deductible"), in which case Buyer shall then be entitled to indemnification of Buyer's Loss in excess of the Deductible, provided that any payment owed by Sellers to Buyer for any Liability pursuant to or under Section 2.7, Section 2.8(f), or Section 9.2(a)(ii), shall not be counted in determining whether the Deductible limitation is satisfied, and Buyer shall have the right to recover any such payment without regard to such limitation. (c) The aggregate amount of all payments made by Sellers in satisfaction of claims for indemnification pursuant to this Section 9.2 shall not exceed Twenty Million Dollars ($20,000,000) (the "Cap"), provided that any payment owed by Sellers to Buyer under Section 2.7 shall not be counted in determining whether the Cap has been met. (d) Notwithstanding any other provision of this Agreement to the contrary, and except for remedies that Buyer may have for any fraud by the Sellers, Buyer acknowledges and agrees that the maximum aggregate liability of the Sellers (taken as a whole) pursuant to this Agreement to Buyer and any of its Affiliates for any and all Losses shall not exceed the Indemnitees may otherwise become subject (Cap, regardless of whether Buyer seeks indemnification pursuant to this Article IX, regardless of the form of action, whether in contract or tort, including negligence, and regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or the Sellers are connected with: (a) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as notified of the date possibility of this Agreement (without giving effect damages to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.Buyer.

Indemnification by Sellers. (a) From and for twelve (12) months after the Closing, Sellers subject to the provisions of this ARTICLE XI, each Seller shall hold harmless indemnify Purchaser, its Affiliates (including the Company), and indemnify each of their respective Representatives, successors, and assigns (each, a “Purchaser Indemnified Party”) against, be liable to the Indemnitees Purchaser Indemnified Parties for, and hold each Purchaser Indemnified Party harmless from and against, against any and shall compensate and reimburse each of the Indemnitees for, any Damages which are all Losses suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or Purchaser Indemnified Party as a result of, arising out of, or are connected with: relating to: (ai) any breach of or inaccuracy in or material breach of any representation or warranty made by such Seller in ARTICLE IV; and (ii) any breach of Sellers or GGC as failure by such Seller to perform any covenant or agreement of the date of such Seller contained in this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); Agreement. (b) From and after the Closing, subject to the provisions of this ARTICLE XI, Sellers, severally and not jointly, in accordance with their respective Percentage Interests, shall indemnify the Purchaser Indemnified Parties against, be liable to the Purchaser Indemnified Parties for, and hold each Purchaser Indemnified Party harmless from and against any and all Losses suffered or incurred by such Purchaser Indemnified Party as a result of, arising out of, or relating to: (i) any breach of or inaccuracy in or breach of any representation or warranty made by the Company in ARTICLE V or in any certificate delivered pursuant to this Agreement; (ii) any breach of Sellers or GGC as if such representation and warranty had been made on and failure by the Company to perform any covenant or agreement of the Company contained in this Agreement that was to be performed at or prior to the Closing; (iii) any Indebtedness of the Company outstanding as of the Closing and not taken into account in calculating Closing Date Indebtedness; (except iv) any Transaction Expenses not taken into account in calculating the Final Cash Purchase Price; (v) any Liability for such representations and warranties that address matters only as of a particular timeTaxes imposed on the Company for Indemnifiable Taxes; and (vi) any fines, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” penalties or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, Losses related to the extent not credited against correction or bringing the payment Company current in respect of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies missing or delinquent Forms 5500 with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.each Benefit Plan.

Indemnification by Sellers. From Subject to the limitations and for twelve expiration dates contained in this Section 10, if any, (12) months specifically including the provisions of Section 10.05 and 10.06), from and after the Closing, Sellers each Seller shall, jointly and severally from the Escrow Amount, and after full distribution of the Escrow Amount, to the extent provided herein, each Seller shall jointly and severally (except for Xxxxxxx X. Xxxxx, whose obligations shall be several, and not joint, up to his Pro Rata Share of any Losses), indemnify and hold harmless Buyer and indemnify each its respective officers, directors, employees, owners, agents, Affiliates and their respective successors and assigns (collectively, the "Buyer Indemnified Parties") from, against and in respect of all Losses suffered, sustained, incurred or paid by the Indemnitees from and againstBuyer Indemnified Parties in connection with, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise resulting from or as a result arising out of, directly or are connected with: indirectly: (a) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been Company contained in or made on and as pursuant to Section 3 of this Agreement, including in the Closing Date Disclosure Schedule; (except for such representations and warranties that address matters only as b) any breach or nonperformance by any Seller of any covenant, undertaking, or agreement to be performed or observed by a particular time, which need only be accurate as of such time) (without giving effect Seller contained in or made pursuant to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); this Agreement. (c) any breach of any covenant Transaction Expenses incurred or obligation of Sellers payable by the Company that are not reflected on the Transaction Expense Certificate and that are payable or GGC set forth in this Agreement; paid by Buyer or the Company on or after the Closing; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment Debt in excess of the Purchase Price by Purchaser; amount included in the Final Debt Amount; (e) notwithstanding any Knowledge qualifiers contained in any representations and warranties of the Sellers and the Company hereunder, any Liability or obligation for (i) any income Taxes of imposed on the Acquired Companies Company with respect to any Prepre-Closing Tax Period or with respect to period and the portion of any Straddle Period through and ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of any member of an Affiliated, consolidated combined or related unitary group of which the Company was a member prior to the Closing, for which the Company is liable pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or foreign law or regulation, (iii) any income Taxes of any Person (other than the Company) imposed on the Company as a Permitted Activitytransferee, successor or by Contract, when the events giving rise to such Taxes and to the Company's liability for such Taxes occurred prior to the Closing, (iv) any Taxes imposed upon any income or gain recognized by the Sellers or the Company with respect to the sale and purchase of the Units pursuant to the provisions of this Agreement, and (v) any Transfer Taxes under Wisconsin, federal or local Laws; and and (f) any brokerage or finders' fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any Person with a Seller or the termination of Company (or any Person acting on their behalf), in connection with the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.transactions contemplated herein.

Indemnification by Sellers. From Subject to the limitations set forth in --------------------------- this Article IX, each Seller of Common Stock will indemnify and for twelve (12) months after the Closing, Sellers shall hold harmless Purchasing Parties and indemnify their respective officers, directors, agents and attorneys, and each person, if any, who controls or may control Purchasing Parties within the meaning of the Indemnitees Securities Act (hereinafter "Purchaser Indemnified Persons") from and againstagainst any and all losses, costs, damages, penalties, fines, liabilities and shall compensate expenses (including without limitation legal fees and reimburse each expenses) arising from claims, demands, actions, causes of the Indemnitees foraction, any Damages which are suffered injunctions, judgments, orders or rulings (collectively, "Damages") incurred or sustained by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or Purchaser Indemnified Persons as a result of, or are connected with: : (a) any inaccuracy in or material breach of of, or any claim by a third party alleging facts that, if true, would mean the Sellers have breached, any representation or warranty of made by the Sellers or GGC as of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty)herein; and (b) any inaccuracy in or a breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of by the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach Selling Parties of any covenant or other agreement contained herein. The aggregate indemnification obligation for all Sellers of Sellers Common Stock for all Damages to Purchaser Indemnified Persons resulting from Section 9.2(a) shall not exceed $2,000,000 and the aggregate indemnification obligation for any Seller of Common Stock shall not exceed his, her or GGC set forth in this Agreement; its proportionate share (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending based on the Closing Date, to the extent not credited against the payment percentage allocation for Common Stock on Schedule A) of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activitysuch aggregate limit; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that the aggregate indemnification liability for each Seller (including Sellers of Preferred Stock) for Damages resulting from breaches of representations and warranties contained in Sections 2.3 and 3.3 shall be up to the total Purchase Price received by each respective Seller (less any amount paid under the $2.0 million cap in the previous clause). Sellers selling solely Preferred Stock shall have no event shall such Damages be “double counted” liability (whether by way of contribution, indemnity or otherwise) to any other Selling Party or any Purchasing Party under Section 9.2(a) other than for purposes breaches of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth warranties and representations contained in Exhibit B.Sections 2.3 and 3.3.

Indemnification by Sellers. From and for twelve (12) months after the ClosingClosing Date, Sellers shall shall, jointly and severally, indemnify and hold harmless Buyer and indemnify each of its Affiliates, directors, shareholders, officers, agents, representatives and employees (collectively, the Indemnitees “Buyer Group”), harmless from and against, and shall compensate and reimburse each of the Indemnitees for, any against Damages which are suffered imposed upon or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise them in connection with, resulting from or as a result arising out of, directly or are connected withindirectly: (ai) any misrepresentation, or inaccuracy in or material breach of any a representation or warranty of warranty, made by Sellers or GGC as of the date of in this Agreement (without giving disregarding for this purpose any materiality, material adverse effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification qualifiers contained or incorporated directly or indirectly in such representation or warrantyrepresentations); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (cii) any breach or non-fulfillment of any covenant or obligation agreement on the part of Sellers or GGC set forth in this Agreement; (diii) any Closing Indebtedness or Acquired Company Transaction Expenses, the Excluded Obligations; (iv) the Excluded Liabilities; (v) the Historical Environmental Liabilities (provided that this aspect of the indemnity shall be reduced to the extent not credited against that Sellers are harmed as a result of any Buyer breach of any of its obligations under Sections 5.02(c) or any Voluntary Environmental Action); (vi) the payment fee payable to Concentric Energy Advisors, Inc. referred to in Section 3.17; (vii) the Alstom Litigation; (viii) the failure to obtain any authorization, consent, waiver or approval listed in Schedule 3.04; and (ix) all actions, suits, proceedings and judgments incident to any of the Purchase Price foregoing. Notwithstanding anything in this Agreement to the contrary, Sellers (1) shall have no indemnification obligations under this Article 10 for any Environmental Damages to the extent resulting from changes in any Environmental Law occurring after the Closing Date or to the extent attributable to a change in the use of any Real Property from the Buyer’s Intended Use or any Voluntary Environmental Action by Purchaser; (e) (i) Buyer or its Affiliates, provided that any Taxes Remedial Action of the Acquired Companies with respect to any PreHistorical Environmental Liabilities may be governed by applicable post-Closing Tax Period or with respect requirements for conducting Remedial Actions, so long as any Remedial Action is conducted in a Lowest-Cost Commercially Reasonable Manner and (2) shall not be liable for any Environmental Damages to the portion extent imposed upon or incurred or accrued by Buyer Group relating to acts or omissions of any Straddle Period ending on Buyer or its Affiliates, or the existence of Environmental Conditions to the extent first arising or existing after the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B..

Indemnification by Sellers. From Subject to the other terms and for twelve conditions of this ARTICLE VIII, Bloxbiz and each Founder shall indemnify and defend each of Buyer and its Affiliates and their respective Representatives (12collectively, the "Buyer Indemnitees") months after the Closingagainst, Sellers and shall hold harmless and indemnify each of the Indemnitees them harmless from and against, and shall compensate pay and reimburse each of the Indemnitees them for, any Damages which are suffered and all Losses incurred or incurred by any of sustained by, or imposed upon, the Buyer Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result based upon, arising out of, with respect to or are connected with: by reason of: (a) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any of the representations or warranties of Bloxbiz or any Founder contained in this Agreement, the Ancillary Documents or in any certificate or instrument delivered by or on behalf of Bloxbiz or any Founder pursuant to this Agreement, as of the date such representation or warranty of Sellers was made or GGC as if such representation and or warranty had been was made on and as of the Closing Date (except for such representations and warranties that address matters only as expressly relate to a specified date, the inaccuracy in or breach of a particular timewhich will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, which need only agreement or obligation to be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification performed by Bloxbiz or any similar qualification contained Founder pursuant to this Agreement, the Ancillary Documents or incorporated directly any certificate or indirectly in such representation instrument delivered by or warranty); on behalf of any Seller pursuant to this Agreement; (c) any breach the preparation and filing of Bloxbiz's and/or the Founders' Tax Returns, including Tax Liabilities arising from the recharacterization of any covenant or obligation portion of Sellers or GGC set forth in this Agreement; Purchase Price Allocation by any Governmental Authority; (d) any Closing Indebtedness Excluded Asset or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaserany Excluded Liability; or (e) (i) any Taxes Third Party Claim based upon, resulting from or arising out of the Acquired Companies with respect business, operations, properties, assets or obligations of Bloxbiz, any Founder, or any of their Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising on or prior to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B..

Indemnification by Sellers. From and for twelve (12) months after Effective upon the Closing, Sellers subject to the provisions of this Article IX, each Seller, severally and not jointly or jointly and severally, without any right of recourse or defense against Cargo or any other Acquired Company, shall indemnify and hold harmless ABX, Cargo, their Affiliates and indemnify each of their respective officers and directors (in their capacities as such) and their respective successors and assigns (the Indemnitees “ABX Indemnified Parties”) from and againstagainst any claims, Liabilities, losses, damages or expenses (any one such item being herein called a “Loss” and shall compensate and reimburse each of the Indemnitees for, any Damages all such items being herein collectively called “Losses”) which are suffered caused by or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result out of, or are connected with: : (a) any inaccuracy breach or default in or material breach the performance by (i) Cargo of any representation covenant or warranty agreement of Sellers Cargo to be performed by Cargo prior to the Closing contained herein or GGC as in any certificate delivered pursuant hereto at the Closing or (ii) such Seller of any covenant or agreement of such Seller contained herein or in any certificate delivered pursuant hereto at the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); Closing; (b) any inaccuracy in or breach of warranty or representation made by Cargo or such Seller contained in Article IV or Article V of this Agreement or in any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of certificate delivered pursuant hereto at the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); Closing; (c) any breach claim, demand or Action with respect to the matters disclosed in Section 9.3(c) of any covenant or obligation of Sellers or GGC set forth in this Agreement; the Cargo Disclosure Schedule; (d) any Closing Indebtedness Action by an ABX Indemnified Party to enforce its indemnification rights under this Agreement in which such Person is successful on the merits or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaser; otherwise; (e) (iany Cargo Options that are set forth in Section 5.4(b) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on Cargo Disclosure Schedule and that remain outstanding after the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that the ABX Indemnified Parties shall not be entitled to any indemnification pursuant to this Section 9.3(e) to the extent any such Loss is caused by, arises out of or is related to any change in no event shall such Damages be “double counted” for purposes the capital structure of this Article 10. For purposes of Cargo following the Closing Date; and (f) abovethe 767, LLC Spin-Off. Notwithstanding the foregoing, (i) the indemnification provisions of Section 9.10 shall be the sole and exclusive remedy of the ABX Indemnified Parties agree that relating to Taxes and (ii) the amount Indemnification Agreement shall be the sole and exclusive remedy of Damages applicable the ABX Indemnified Parties with respect to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as matters set forth in Exhibit B.therein.

Indemnification by Sellers. From and for twelve (12) months after the Closing, Sellers shall jointly and severally agree to pay and to indemnify and hold harmless and indemnify each of the Indemnitees defend Purchaser and its Affiliates and their respective successors and assigns (collectively, “Purchaser Indemnified Parties”) from and againstagainst any and all damages, claims, penalties, losses, judgments, fines, and shall compensate reasonable costs and reimburse each expenses (including reasonable attorneys’ fees, court costs and disbursements) incurred in connection with any investigation or defense of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees foregoing (“Damages”) caused by or to which any arising out of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result in respect of, or are connected with: : (a) any inaccuracy in or material breach of a covenant or agreement of any representation or warranty of Sellers or GGC as of the date of Seller contained in this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); Agreement; (b) any inaccuracy in or breach of any a warranty or representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in Section 3 of this Agreement; ; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaser; (ec) (i) the arbitration proceeding entitled Grupo Internacional de Asesores vs. Global Financial Services, Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxxxx and Xxxx Xxxxx; or (ii) any Taxes claim or complaint by a customer of the Acquired Companies with allegations similar to those contained in the statement of claim in such arbitration proceeding to the extent such allegations pertain to the activities of Xxxxxxx Xxxxxxx and relate to the purchase and sale of the securities of Bear Xxxxxxx Companies Inc. and/or Xxxxxx Brothers Inc.; and (d) the margin or franchise Tax positions that the Sellers and the Companies have taken prior the Closing. Notwithstanding the foregoing, (x) the amount of Damages in respect of which Sellers shall be required to any Pre-Closing Tax Period or indemnify Purchaser Indemnified Parties under clauses (a) and (b) of this Section 9.1 shall be limited to the aggregate amount by which all such Damages exceed $180,000, and (y) the aggregate indemnification payable by Sellers pursuant to this Section 9.1 shall be limited to the Escrow Shares. No indemnification shall be payable by Sellers pursuant to this Section 9.1 after the expiration of the applicable survival period set forth in Section 5 with respect to the portion of any Straddle Period ending on representation, warranty, covenant or agreement giving rise to such indemnification obligation (the Closing “Indemnification Cut-Off Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, provided that such expiration shall not affect any claim for indemnification with respect to which a bona fide claim has been asserted in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that manner contemplated in Section 9.3 prior to the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.Indemnification Cut-Off Date.

Indemnification by Sellers. From and for twelve (12) months after Subject to the Closinglimitations contained in this Article, Sellers shall will jointly and severally indemnify and hold Buyer harmless from any damage, loss, liability or expense (including, without limitation, reasonable expenses of investigation and indemnify each of the Indemnitees from litigation and againstreasonable attorney's, accountant's and shall compensate and reimburse each of the Indemnitees forother professional fees) (collectively, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim"Loss") and which arise from or as arising out of: 8.1.1. a result of, or are connected with: (a) any inaccuracy in or material breach of any representation representation, warranty or warranty of covenant made by Sellers or GGC as of the date of in this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warrantybut not the Related Agreements, each of which will stand on its own); (b) or 8.1.2. any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant liability or obligation of Sellers or GGC set forth not expressly assumed by Buyer in this Agreement; , and any liability or obligation which imposes a lien or charge on the Array Assets not expressly permitted by this Agreement. Notwithstanding the foregoing, Buyer shall not be entitled to indemnification for any breach by Sellers of a representation, warranty or covenant made by Sellers in this Agreement of which Buyer has actual knowledge (da "Known Breach") prior to Closing. In the case of a Known Breach, Buyer shall disclose such matter to Sellers prior to Closing and, at Buyer's sole option, Buyer may elect to be excused from its obligations hereunder to close unless and until Sellers cure the Known Breach. In the event of any Closing Indebtedness or Acquired Company Transaction Expensesclaim from indemnification hereunder, to Buyer shall have the extent not credited against the payment burden of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies proof with respect to any Pre-Closing Tax Period establishing the breach of a representation, warranty or covenant made by Sellers in this Agreement, and Sellers shall have the burden of proof with respect to establishing Buyer's actual knowledge of such breach prior to Closing. Notwithstanding the portion of any Straddle Period ending on the Closing Dateforegoing, to the extent not credited against the payment Buyer's knowledge of the Purchase Price claim by Purchaser Telephonics Corporation and (ii) any Taxes arising out of or related the resultant litigation against ASCI shall not be deemed to constitute a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.Known Breach.

Indemnification by Sellers. From Except as otherwise expressly provided in this Article 9, LVI (and for twelve (12Alliance jointly, severally, and solidarily with LVI) months after and the Closingother Sellers severally shall defend, Sellers shall indemnify and hold harmless Purchaser and indemnify each of the Indemnitees its officers, directors, employees, affiliates, successors and assigns (collectively, "PURCHASER'S INDEMNIFIED PERSONS"), for its own acts and shall reimburse Purchaser or Purchaser's Indemnified Persons, for, from and againstagainst each and every demand, claim, action, loss (which shall include any diminution in value), liability, judgment, damage, cost and expense (including, without limitation, interest, penalties, costs of preparation and investigation, and shall compensate the reasonable fees, disbursements and reimburse each expenses of the Indemnitees forattorneys, any Damages which are suffered accountants and other professional advisors) (collectively, "LOSSES") imposed on or incurred by any of the Indemnitees Purchaser or to which any of the Indemnitees may otherwise become subject (regardless of whether Purchaser's Indemnified Persons, directly or not such Damages relate to any third-party claim) and which arise indirectly, relating to, resulting from or as a result arising out of, or are connected with: (a) any material inaccuracy in or material breach of any a representation or warranty of Sellers or GGC as of the date of made by such Seller in this Agreement (without giving effect to or any “Material Adverse Effect” certificate, document or other materiality qualification instrument delivered or to be delivered pursuant hereto in any similar qualification contained respect whether or incorporated directly not Purchaser or indirectly in such representation Purchaser's Indemnified Persons relied thereon or warranty); had Knowledge thereof or (b) any inaccuracy in material breach or breach nonperformance of any representation covenant, agreement or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as other obligation of such time) (without giving effect to Seller or any “Material Adverse Effect” certificate, document or other materiality qualification instrument delivered or any similar qualification contained or incorporated directly or indirectly in such representation or warranty)to be delivered pursuant hereto; (c) any breach of any covenant or this indemnification obligation of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, herein shall be subject to the extent not credited against the payment of the Purchase Price by Purchaser; (e) following: (i) No amount shall be payable by any Taxes Seller pursuant to this Section 9.01, unless and until the aggregate amount of Losses actually suffered or incurred by Purchaser exceeds $100,000.00 ("SELLERS' INDEMNITY BASKET") and then each Seller, as applicable, shall indemnify Purchaser for such Losses including the Acquired Companies with respect Sellers' Indemnity Basket; notwithstanding anything in the foregoing to the contrary, Sellers' Indemnity Basket shall not apply to any Pre-Closing Tax Period or with respect to the portion of claim by Purchaser for indemnity based upon there being any Straddle Period ending on Indebtedness outstanding at the Closing Date, and Sellers shall be obligated to indemnify Purchaser for all Losses resulting from there being any Indebtedness outstanding at the extent not credited against the payment of the Purchase Price by Purchaser and Closing; and (ii) any Taxes arising out The maximum indemnity obligation of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B heretoall Sellers, either for Cause by the Purchaser or without Good Reason by the Key Employeecollectively, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.not exceed $2,000,000.00.

Indemnification by Sellers. From and for twelve (12) months after the Closing, Sellers shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: (a) Sellers shall indemnify, save and hold harmless Buyer, its Affiliates and their respective Representatives from and against any inaccuracy and all costs, losses, Taxes, Liabilities, obligations, damages, lawsuits, judgments, settlements, awards, deficiencies, claims, demands, expenses (including reasonable costs of investigation and reasonable attorneys’ fees and expenses), interest, fines, penalties, costs of mitigation, and other losses actually paid to third parties (herein, “Damages”), incurred in connection with, arising out of, resulting from or material incident to (i) any breach of any a representation or warranty of Sellers or GGC as of the date of any Seller contained in this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty)Agreement; (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (cii) any breach of any covenant or obligation of Sellers or GGC set forth any Seller contained in this Agreement; (diii) the Ancillary Agreements; (iv) any Closing Indebtedness Excluded Asset or Acquired Company Transaction ExpensesExcluded Liability; or (v) any claim related to, or any Action or Order resulting from, any matter described on Section 3.11(b) of the Seller Disclosure Schedule and attributable to any AMMS Product sold on or after to the extent not credited against Closing Date regardless of how such Damages may arise (whether by joinder or otherwise). For the payment avoidance of the Purchase Price by Purchaser; (e) (i) doubt, in no case shall this Section 6.2 be applicable for any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes Damages arising out of or related to Assumed Liabilities. The term “Damages” as used in this Article VI is not limited to matters asserted by third parties against any Seller or Buyer, but includes Damages incurred or sustained by any Seller or Buyer in the absence of third party claims. Payments by Buyer of amounts for which Buyer is indemnified hereunder shall not be a Permitted Activitycondition precedent to recovery. Sellers’ obligation to indemnify Buyer shall not limit any other rights, including without limitation rights of contribution, which any Party may have under statute or common Law. (b) Sellers shall not be liable for any Claims under Section 6.2(a) until the aggregate amount due in respect of such Claims exceeds $50,000 (the “Threshold”), provided only breaches giving rise to Damages of not less than $10,000 shall be taken into account in computing such Threshold. If such aggregate amount exceeds $50,000, then Sellers shall be, jointly and severally, only liable for the amount of such Claims exceeding the Threshold, provided, however, in no event shall Sellers’ liability under Section 6.2(a) exceed $1,000,000; provided, however, the foregoing limitations of liability in this Section 6.2(b) shall not be applicable to Damages arising out of or related to Excluded Assets or Excluded Liabilities. (c) By exception to all provisions of Section 6.2(b) above, Sellers shall be liable for any Claims under Section 6.2(a) above which are related directly or indirectly to any breach of Sellers’ representation under Section 3.19 and (f) for the termination consequences of the employment application by a judge of the provisions related to the European Acquired Rights Directive (2001/23/EC) and any applicable national implementing legislation of any Key Employee identified Member State of the European Union, in Exhibit B heretoparticular Articles L1224-1 and L2261-14 of the French Labor Code, either for Cause by the Purchaser provided a claim is made against Buyer or without Good Reason by the Key Employee, AMMS or its respective Affiliates within the 12 month period following twelve (12) months from the Closing Date. (a “Premature Departure”d) Regardless of any disclosure thereof or in connection therewith to Buyer and by exception to all provisions of Section 6.2(b) above, Sellers shall indemnify and hold Buyer harmless from and against any and all Damages suffered by Buyer resulting from any claim related to, or any Action or Order resulting from, any matter described on (i) Section 3.10 of the Seller Disclosure Schedule regardless of how such Damages may arise (whether by joinder or otherwise), or (ii) Section 3.11(b) of the Seller Disclosure Schedule that is attributable to any AMMS Product sold before the Closing Date regardless of how such Damages may arise (whether by joinder or otherwise) and provided such claim is brought within eighteen (18) months of the Closing Date; and provided, however, that Sellers’ indemnity obligations under this Section 6.2(d) shall not be applicable to the extent such claim, Action or Order is based on an infringement or other claim attributable to Buyer’s modification of any AMMS Product. (e) Notwithstanding anything to the contrary in this Agreement or in the Ancillary Agreements, in no event shall such Damages Sellers be “double counted” liable for indirect or consequential damages (to include, without limitation, loss of profits or loss of revenues but it being understood that, for purposes of this Article 10Section 6.2(c) hereof, salaries, compensation or other employment benefits shall not be considered indirect or consequential damages and shall be comprised in Damages). For purposes All Claims shall be measured net of (f) above, the Parties agree that the amount any insurance recoveries received by Buyer in respect of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.such Claim.

Indemnification by Sellers. From Each Seller agrees, jointly and for twelve (12) months after severally, to indemnify the ClosingPurchaser, Sellers shall hold harmless and indemnify each of the Indemnitees from its officers, directors, employees, equity holders, attorneys, agents and against, Affiliates against and shall compensate and reimburse agrees to hold each of the Indemnitees forthem harmless from, any Damages which are and all damage, loss, Liability, expense, judgment, settlement, claim, cost or penalty (including reasonable expenses of investigation and reasonable attorneys' fees and expenses) (collectively, "Losses") incurred or suffered by the Purchaser or incurred by any of the Indemnitees their respective officers, directors, employees, equity holders, attorneys, agents or to which any of the Indemnitees may otherwise become subject (regardless of Affiliates, whether or not such Damages relate to any third-resulting from a third party claim, arising out of or relating to or resulting from, without duplication, (1) and which arise from any breach of a representation or as a result ofwarranty of any Seller contained in this Agreement or in any certificate delivered by any Seller pursuant to this Agreement, (2) any breach of an agreement or are connected with: covenant made by any Seller in this Agreement, (a3) any inaccuracy in any certificate or material breach instrument delivered by any Seller to the Purchaser pursuant to this Agreement, (4) any Seller's use or operation of any representation Acquired Assets prior to the Closing, including any act or warranty omission of Sellers any Seller, any of their respective officers, directors, employees, attorneys, agents or GGC as Affiliates relating thereto, (5) any failure of any Seller, or any of their respective Affiliates to comply with any applicable "bulk sales" or similar Requirement of Law in connection with the consummation of the date of transactions contemplated by this Agreement Agreement, or (without giving effect 6) Sellers' actions or omissions relating to any “Material Adverse Effect” accounts and/or receivables which are not Eligible Accounts or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation Eligible Receivables. Notwithstanding the foregoing, the Purchaser and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only its Affiliates will not be accurate as of such time) (without giving effect entitled to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in indemnity pursuant to this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaser; (e) Section 9.2 (i) any Taxes of the Acquired Companies with in respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending individual Action or individual claim, fact or occurrence or any series of related Actions, claims, facts or occurrences (including any class action), until Losses in respect of such individual or related Actions, claims, facts or occurrences are greater on a cumulative basis than the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and Indemnity Deductible or (ii) for any Taxes arising out Losses, until the aggregate amount of such Losses incurred or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause suffered by the Purchaser or without Good Reason by any of its Affiliates exceeds on a cumulative basis the Key EmployeeIndemnity Deductible, within in which case the 12 month period following Purchaser and its Affiliates shall be entitled to indemnification for the Closing (a “Premature Departure”)full amount of such Losses in excess of such Indemnity Deductible; and provided, however, provided that in no event shall such Damages will Purchaser and its Affiliates be “double counted” entitled to indemnity for purposes of Losses pursuant to this Article 10. For purposes of (f) above, Section 9.2 to the Parties agree extent that the amount of Damages applicable to a Premature Departure shall vary depending on Losses, in the Key Employee who is aggregate, incurred or suffered by the subject Purchaser or any of a Premature Departure as set forth in Exhibit B.its Affiliates exceeds the Indemnity Cap.

Indemnification by Sellers. From and for twelve (12) months after the Closing, Sellers shall jointly and severally indemnify, defend and hold harmless Buyer and indemnify each the Company and Buyer's and the Company's officers, directors, employees and shareholders and their heirs, representatives, successors and assigns, against and in respect of any and all losses, costs, expenses, claims, damages, obligations and liabilities, including interest, penalties and reasonable attorneys fees and disbursements ("Damages"), which Buyer, the Indemnitees from and againstCompany or any such person may suffer, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered incur or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result arising out of, based upon or are connected withotherwise in respect of: (a) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been the Company made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular timein or pursuant to this Agreement, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty)Seller Transaction Document; (cb) any breach or nonfulfillment of any covenant or obligation of Sellers or GGC set forth (including Xxxxxx) contained in this AgreementAgreement or any Seller Transaction Document; (c) the operations of the Company, the Business or the Purchased Assets and all acts and omissions of the Company and all facts, events and circumstances relating to the Company, its financial condition or the business on or prior to the Closing Date, including without limitation repayment of the Notes, whether or not described in the Disclosure Statement except to the extent expressly to be retained by the Company pursuant to Section 1.4; and (d) any Closing Indebtedness or Acquired Company Transaction Expensesthe manufacture, to the extent not credited against the payment distribution and/or use of the Purchase Price by Purchaser; Intellectual Property, including any claim of infringement upon a third-party right in such Intellectual Property. In the event Buyer makes any indemnification claim against Sellers prior to Buyer's payments which may be required pursuant to Section 2.1(b) through (eg) (i) any Taxes of herein, then the Acquired Companies with respect Buyer shall have the right, notwithstanding and in addition to any Pre-Closing Tax Period or other rights which Buyer may have with respect to the portion of Sellers or against any Straddle Period ending on other person or entity, to set-off such claim for indemnification against such payments. To the Closing Dateextent the Buyer does not set-off such indemnification claim against such payment, the Sellers shall pay promptly same to Buyer, but only to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause such payments received by the Purchaser Sellers and, as to any breach of Sections 4.1, 4.2(a), 4.3(a) or without Good Reason by 5.6, only the Key Employee, within Seller or Sellers responsible for the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event breach shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.have indemnification liability.

Indemnification by Sellers. From and for twelve (12) months after the Closing, Sellers shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: (a) Except as otherwise specified in this Section 11, each Seller agrees, severally but not jointly, to indemnify Buyer and its officers, directors, employees, agents and affiliates (collectively, a "Buyer Indemnified Party") in respect of, and hold each of them harmless from and against any inaccuracy and all damages, fines, penalties, deficiencies, losses and expenses (including without limitation interest, court costs, reasonable fees of attorneys, accountants and other experts or other reasonable expenses of litigation or other proceedings or of any claim, default or assessment) and any amounts incurred in mitigation or material settlement of the foregoing (hereinafter "Losses") arising out of or relating to any misrepresentation, breach of any representation warranty or warranty of Sellers or GGC as of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation agreement on the part of Sellers or GGC set forth such Seller contained in Article III hereof. (b) Except as otherwise specified in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction ExpensesSection 11, Sellers agree, severally but not jointly, to indemnify the extent not credited against the payment Buyer Indemnified Parties in respect of, and hold each of the Purchase Price by Purchaser; (e) them harmless from and against, (i) any Taxes and all Losses arising out of the Acquired Companies with respect or relating to any Pre-Closing Tax Period misrepresentation, breach of warranty or with respect to the portion breach of any Straddle Period ending covenant or agreement (other than representations, warranties, covenants and agreements contained in Article III) on the Closing Datepart of Sellers or the Company contained in this Agreement, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out and all net losses of principal, if any, incurred after the Closing Date on loans sold by the Company prior to the Closing Date and on loans held in the Company's inventory on the Closing Date that Buyer or related the Company is required to repurchase as a Permitted Activity; and result of a failure of any such loan to comply with applicable law (f"Putback Losses"). To the extent that any costs or expenses that would constitute Putback Losses under this Section 11.01(b) are taken into account in calculating the termination pre-tax Net Cash Flow of the employment of any Key Employee identified in Exhibit B heretoMoney Centre Division pursuant to Section 2.01 hereof, either such costs or expenses shall not constitute Putback Losses for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”which Buyer is entitled to indemnification under this Section 11.01(b); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B..

Indemnification by Sellers. From (a) Subject to the terms and for twelve (12) months after conditions contained in this Agreement, following the Closing, Sellers Sellers, jointly and severally (the “Seller Indemnifying Party”), shall indemnify and hold harmless harmless, Purchaser and indemnify its Affiliates and its respective Representatives, officers, directors, employees, agents, successors and assigns (each of the Indemnitees a “Purchaser Indemnified Party”), from and againstagainst any and all Losses, claims, damages, costs and shall compensate expenses, interest, awards, judgments and reimburse each penalties (including reasonable attorneys’ and consultants’ fees and expenses and cost of the Indemnitees for, any Damages which are investigation) actually suffered or incurred by any them, arising out of or resulting from: (i) Subject to Section 9.1(a) above, the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: (a) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in misrepresentation or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of by any Seller contained in this Agreement; (ii) the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or agreement by any Seller contained in this Agreement or the nonfulfillment of any agreement or covenant made by any Seller herein; (iii) any debt liability or obligation of Sellers or GGC set forth any Seller not included in this Agreement; the Assumed Liabilities; (div) any Closing Indebtedness Employee Benefit Plan; (v) any Environmental Claim or Acquired Company Transaction Expenses, any violation of any Environmental Laws which occurred or relate to time periods or events on or prior to the extent not credited against the payment of the Purchase Price by Purchaser; Closing Date; (e) (ivi) any Taxes of the Acquired Companies warranty claims brought against WPCS-Seattle with respect regard to any Preservices performed by or goods provided by WPCS-Closing Tax Period or with respect Seattle prior to the portion of any Straddle Period ending on the Closing Date, except that there shall be no indemnification for a warranty claim related to Work in Process; (vii) any liability, payment or obligation in respect of any Tax Liabilities owing by any Seller, or any of their predecessors of any kind or description (including interest and penalties with respect thereto); (viii) the use, operation, ownership and/or exploitation of the Purchased Assets and/or the Business on or prior to the extent not credited against the payment of the Purchase Price by Purchaser and Closing Date; or (ii) any Taxes arising out of or related to a Permitted Activity; and (fix) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) aboveExcluded Assets, the Parties agree that Excluded Liabilities and the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.Excluded Contracts.

Indemnification by Sellers. From and for twelve (12) months after Subject to the Closingapplicable limitations set forth in Section 10.05 hereof, Sellers shall shall, jointly and severally, indemnify Buyers and their respective Affiliates, directors, officers, employees, and their respective heirs, personal representatives, successors and assigns (collectively, the "Buyer Indemnified Parties") against and hold harmless and indemnify each of the Indemnitees them harmless from any and againstall damage, claim, action, suit, proceeding, judgment, loss, liability, cost and shall compensate expense (including reasonable attorneys' fees and reimburse each of the Indemnitees forexpenses) (collectively, any Damages which are "Losses") incurred or suffered or incurred by any Buyer Indemnified Party arising out of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected withrelating to: (ai) any inaccuracy in or material breach of any representation representation, warranty, covenant or warranty agreement of Sellers or GGC as of the date of contained in this Agreement or in any Transaction Document; or (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (bii) any inaccuracy in or breach of any representation or warranty the operations of Sellers or GGC as if such representation and warranty had been made on and as of in connection with the Business prior to the Closing Date (except for such representations the Assumed Liabilities which will be the joint and warranties that address matters only as several responsibility of a particular time, which need only be accurate as each Buyer); or (iii) the failure of such time) (without giving effect either Seller to perform any “Material Adverse Effect” of its respective obligations or other materiality qualification covenants under this Agreement or any similar qualification contained Transaction Document; or incorporated directly or indirectly in such representation or warranty); (civ) any breach of any covenant or obligation the failure of Sellers or GGC set forth in this Agreement; (d) to comply with any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies applicable Law with respect to this Agreement or any Pre-Closing Tax Period Transaction Document; or with respect (v) any product liability claim for Product Manufactured by either Seller prior to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment regardless of the Purchase Price by Purchaser and (ii) when any Taxes arising out of such claim accrues, arises or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B heretois asserted, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that Sellers shall not be responsible to the extent such claim results from (A) any negligent acts or omissions of either Buyer, (B) any marketing or promotional statements, claims or assertions of either Buyer with respect to Products sold after the Closing Date, or (C) any change, modification or manipulation of the Products in no event shall such Damages be “double counted” any way by either Buyer or by any third party; or (vi) the presence, or alleged presence, of digitalis or any other contaminant in plantain which is an ingredient in any Product 33 Manufactured by either Seller prior to the Closing Date; or (vii) any statement made prior to the Closing Date by or on behalf of either Seller that any Governmental Body asserts created drug status for purposes any Product that did not comply with all requirements of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages Law applicable to a Premature Departure drugs, provided, however, that Sellers shall vary depending on not be responsible for any statements made in catalogs or other marketing materials released or distributed after the Key Employee who is Closing Date. Notwithstanding anything herein to the subject of a Premature Departure as set forth in Exhibit B.contrary, Sellers shall be responsible for any Products Manufactured by Sellers prior to Closing to the extent that said Products were contaminated, misbranded or adulterated prior to Closing.