Common use of Indemnification by Sellers Clause in Contracts

Indemnification by Sellers. (a) Subject to Article 11, Sellers, from and after Closing, shall indemnify and hold harmless Buyers, their Affiliates, and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives (collectively, “Buyers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or arising from, (i) the breach of any of the representations or warranties made by Sellers in this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject Sellers hereby, jointly and severally, agree to Article 11, Sellers, from and after Closing, shall indemnify and hold harmless Buyers, their Affiliates, the Subsidiaries and their respective equity holders, managers, membersaffiliates, officers, directors, principalsand employees and their heirs, attorneyssuccessors and assigns, agentsas the case may be, employees or other representatives (collectively, “Buyers Buyer Indemnified Parties”) harmless from and against any and all Indemnifiable Losses that Damages which any such Buyers Indemnified Party incurs as a result person may suffer or incur by reason of, or arising from, : (i) the breach of any of the covenants or agreements made by Sellers in this Agreement or any certificate delivered by Sellers hereto; (ii) the breach of any of the representations or warranties made by Sellers in this Agreement, (ii) Agreement or any breach or non-fulfillment of any covenants or other agreements made certificate delivered by Sellers in this Agreement, hereto; (iii) any of the all Excluded Liabilities, and ; (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractorsall Pre-Closing Service Matters; (bv) Sellers will have no obligation to indemnify obligations or expenses of the Subsidiaries in connection with the Transaction, including legal and accounting fees and expenses and brokerage and finders’ fees due including obligations of any Subsidiary under its agreements and arrangements with Xxxxxxx; (vi) all obligations of the Subsidiaries in respect of Closing Date Indebtedness; (vii) the environmental matters set forth on Schedule 7.2(a)(vii) (the “Specified Pre-Signing Environmental Matters”); (viii) any Environmental Condition or SWD Defect identified by Buyers Indemnified Parties pursuant to Section 11.1(a)(i5.1(d), as set forth on Schedule 7.2(a)(viii) in respect (which matters shall not be duplicative of Indemnifiable Losses arising from the breach ofSpecified Pre-Signing Environmental Matters) (the “Specified Pre-Closing Environmental Matters”), or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties schedule shall be entitled delivered to seek indemnification under Section 11.1(a)(iSellers by Buyers not less than three (3) for all claims over $350,000; provided, however, that business days prior to Closing; (ix) the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties matters set forth in Section 4.1 (Organization; Capacityon Schedule 7.2(a)(ix), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for Seller Indemnified Tax Liabilities. For purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no whether any Buyer Indemnified Parties shall be Party is entitled to indemnification under this Agreement with respect to Section 7.2(a) and in calculating the amount of Indemnifiable Damages, the parties shall ignore (i) any breach of requirement in any representationrepresentation or warranty contained herein that an event or fact be material, warranty have a Material Adverse Effect or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) otherwise have a material adverse effect on Sellers or the 20% Cap Business, taken as a whole, and (ii) any other reference to materiality contained in any such representation or the Purchase Price Cap in Section 11.1(c)warranty.

Indemnification by Sellers. (a) Subject to Section 9.5 and the other provisions of this Article 11IX, Sellersthe Sellers and (prior to the Closing only) the Acquired Companies, from jointly and after Closingseverally, shall hereby agree to reimburse, defend, indemnify and hold harmless Buyers, their Affiliates, TOG and (after the Closing only) the Acquired Companies and their respective equity holders, managers, membersdirectors, officers, directorsemployees, principalsaffiliates, stockholders, agents, attorneys, agentsrepresentatives, employees or other representatives successors and assigns (collectively, the “Buyers Purchaser Indemnified Parties”) harmless from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as losses, liabilities, obligations, damages and expenses (including without limitation reasonable attorneys’ fees and court costs) (individually, a result of“Loss” and, collectively, “Losses”) based upon or arising resulting from, : (i) the any breach of any of the representations or warranties made by the Sellers in or the Acquired Companies under Article III of this Agreement, ; or (ii) any breach of or non-fulfillment of failure to perform any covenants covenant or other agreements agreement made by the Sellers or the Acquired Companies in this Agreement, Agreement (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors;except for Section 5.1). (b) Sellers will have no obligation Subject to Section 9.5 and the other provisions of this Article IX, each Seller, severally and not jointly, hereby agrees to reimburse, defend, indemnify and hold the Buyers Purchaser Indemnified Parties pursuant harmless from and against any and all Losses based upon or resulting from: (i) any breach of any of the representations or warranties made by such Seller under Article III.A of this Agreement; or (ii) any breach of or failure to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, perform any covenant or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all agreement made by such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification Seller under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and5.1. (c) Sellers’ aggregate TOG acknowledges and agrees that the Sellers shall not have any liability in respect under any provision of claims this Agreement for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal any Loss to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any extent that such breach of representation or warranty is specific Loss relates solely to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer action taken by TOG or its affiliates had actual knowledgeafter the Closing Date. TOG shall take and shall cause its affiliates to take all reasonable steps required by law to mitigate any Loss upon becoming aware of any event which would reasonably be expected to, at any time prior to the Closingor does, of such breach or of the events, circumstances or conditions constituting or resulting in such breachgive rise thereto. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject The obligations of each Seller with respect to Article 11, Sellers, from indemnification hereunder are individual and after Closing, shall indemnify and hold harmless Buyers, their Affiliatesseveral, and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives (collectively, “Buyers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or arising from, (i) the breach of any of the representations or warranties made by Sellers in this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000not joint; provided, however, that that, subject to the foregoing limitation will not apply to claims for indemnification pursuant to caps and limitations in this Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations 6 and warranties except as set forth in Section 4.1 6.6(d) with respect to the obligations of the Fundamental Sellers for Company Fundamental Representations, the Sellers’ obligations with respect to representations and warranties of the Company and the Sellers and with respect to Section 7.2 (Organization; CapacityCertain Tax Matters), shall be deemed to be joint and several up to the Standard Cap (defined below in Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”6.6). For the avoidance of doubt, claims for indemnification pursuant except to Sections 11.1(a)(iithe limited extent provided in the immediately preceding sentence, each Seller’s obligations with respect to its own Seller Fundamental Representations and with respect to each Seller’s obligations set forth in Section 7.1 (Non-competition; Non-solicitation) (as applicable), 7.3 (iiiMaintenance of Confidentiality by Sellers), and 7.4 (Trademarks) are individual, and such Seller shall be solely responsible for such amounts. (b) Subject to Section 6.2(a) and (iv) are not subject to the monetary limitation limitations set forth above in this Section 11.1(b6 (including, without limitation, the limitations set forth in Section 6.6); however, such claims each Seller agrees to indemnify, defend and hold harmless the Company, Buyer and its subsidiaries, and their respective officers, directors, employees, shareholders, controlling persons, Representatives and Affiliates (collectively, the “Buyer Indemnified Persons”) from and against and be liable for any and all Damages (excluding any Damages attributable to any Tax matter as to which Section 7.2 shall control) related to or arising, directly or indirectly, out of, caused by or resulting from the following: (i) any breach or inaccuracy, or any allegation by any third party which, if true, would be subject to indemnification only when the amount a breach or inaccuracy, of such claims any representation or warranty made in the aggregate exceeds $20,000 at which point the right Section 3 of this Agreement or in any certificate required to be indemnified shall apply delivered by the Company pursuant to all claims from Section 2.3, including the first dollarfailure of a representation or warranty made by the Company in this Agreement or in any such certificate to be true at the Closing; and (cii) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i(A) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its any breach of representationsor inaccuracy, warranties and covenants other than the Sellers Fundamental Representations; provided, howeveror any allegation by any third party which, if true, would be a breach or inaccuracy, of any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion made by such Seller in Section 4 of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal or in any certificate required to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims be delivered pursuant to Section 11.1(a)(iii2.3 by such Seller, or (B) shall not any breach or nonperformance by such Seller of any covenant, agreement or obligation in this Agreement to be subject performed by such Seller at or after the Closing. For purposes of clarification, except to the 20% Cap limited extent provided in Section 6.2(a), the parties agree that no Seller shall be liable for Damages caused by the breach or inaccuracy of any representation or warranty made by another Seller in Section 4 of this Agreement or in any certificate delivered by another Seller pursuant to Section 2.3 or the Purchase Price Capnonperformance by another Seller of its covenants, agreements or obligations hereunder. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11, Sellersthe limitations set forth in this ARTICLE VIII, from and after the Closing, shall each Seller shall, jointly and severally, defend and indemnify Purchaser, its Affiliates and hold harmless Buyers, their Affiliates, and each of their respective equity holders, managers, members, officers, directors, principalsemployees, attorneysstockholders, partners and agents, employees or other representatives as the case may be (collectivelythe “Purchaser Indemnitees”), “Buyers Indemnified Parties”) from and against save and hold each of them harmless against, any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result incurred by them to the extent arising out of, in connection with or arising from, related to: (i) the breach any failure of any of the representations representation or warranties warranty made by Sellers contained in this AgreementARTICLE III to be true and correct when made (or, with respect to those representations and warranties as of a specified date, as of such date) (it being agreed that any materiality or Material Adverse Effect qualification in a representation and warranty (other than the representation and warranty at Section 3.12(a)(xvi) hereof) shall be disregarded in determining whether any such representation and warranty has been breached); (ii) any breach or non-fulfillment of any covenants covenant or other agreements made agreement by Sellers contained in this AgreementAgreement (other than covenants contained in ARTICLE VII, which are addressed by ARTICLE VII exclusively); (iii) any Liability, whether arising out of facts or circumstances existing before or after the Closing, of the Excluded Conveyed Entities, Sellers or any of their Affiliates to the extent not related to the Business, including any Liability of Sellers or their Affiliates or Tyco or its Affiliates, and any Liabilities relating to the matters set forth in Schedule 8.2(a)(iii) hereof (any such Liabilities, and the “Unassumed Liabilities”); (iv) any fraud, willful misconduct or criminal acts Excluded Environmental Liabilities; and (v) any Unpaid Transaction Expense of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors;the Conveyed Entities to the extent not included in the calculation of Closing Date Working Capital. (b) Sellers will have no obligation Subject to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations rights and warranties limitations set forth in Section 4.1 (Organization; Capacity8.2(c) and Section 8.4(b), Section 4.2 (Authorization; Noncontravention8.4(d), Section 8.6, Section 8.7 and Section 4.4 (Title) (collectively8.8, “Sellers Fundamental Representations”). For after the avoidance Closing, each Seller agrees, jointly and severally, to defend and indemnify the Purchaser Indemnitees and save and hold each of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject them harmless against any Losses incurred by to the monetary limitation set forth above extent arising out of, in this Section 11.1(b); howeverconnection with or related to: (i) the presence or release of, such claims shall be subject to indemnification only when the amount of such claims or human exposure to, Hazardous Substances in, on, or beneath any Leased Real Property or any Real Property, in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal each case, to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation extent existing or warranty is specific to a Facility occurring on or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the ClosingClosing Date; and (ii) any violation of any Environmental Law by the Business or any Conveyed Entity, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject extent relating to or arising from acts or omissions occurring on or prior to the monetary limitation set forth in Closing Date; provided it is understood that no Losses relating to or arising from any violation if occurring for the first time after the Closing Date are recoverable under clause (ii) of this Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c8.2(b).

Indemnification by Sellers. (a) Subject to the limitations and other terms and conditions of this Article 11IX, Sellersincluding the caps on liability set forth in Section 9.04, from Sellers and after Closingthe Seller Principals, jointly and severally, shall indemnify and hold harmless BuyersBuyer, their Affiliates, Parent and their respective equity holdersAffiliates (including, managersafter the Closing, members, officers, directors, principals, attorneys, agents, employees or other representatives the Companies) (collectively, the “Buyers Buyer Indemnified Parties”) against, and shall hold the Buyer Indemnified Parties harmless from and against against, any and all Indemnifiable Losses that such Buyers claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including reasonable attorneys’ fees and disbursements (a “Loss”), incurred or sustained by, or imposed upon, any of the Buyer Indemnified Party incurs as a result Parties based upon, arising out of, with respect to or arising from, by reason of: (ia) the any breach of any of the representations or warranties made by Sellers a Company contained in Article IV of this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify any breach of any of the Buyers Indemnified Parties pursuant to Section 11.1(a)(irepresentations or warranties made by a Seller contained in Article III of this Agreement; (c) in respect of Indemnifiable Losses arising from the any breach or violation of, or inaccuracy infailure to fully perform, any representation covenant, agreement, undertaking or warranty described therein unless obligation to be performed by Sellers or Company contained in Article II, Article VII, or Article XI of this Agreement; (d) any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI; (i) all Taxes of the aggregate amount Companies or a Seller or relating to the business of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) Companies for all claims over $350,000Pre-Closing Tax Periods, including the Known Tax Obligations; (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Companies (or any predecessor thereto) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iii) any and all Taxes of any person imposed on the Companies or a Seller arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date; provided, however, that this covenant shall expire on the foregoing limitation will third (3rd) anniversary of the Closing Date; (f) any Indebtedness or Transaction Expenses not apply to claims for indemnification pursuant to paid in accordance with Section 11.1(a)(i2.04 and Section 2.08(c) in respect of breaches of, or inaccuracies in, representations and warranties hereunder; (g) the matters set forth in Section 4.1 (Organization; Capacityon Schedule 9.02(g), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (yh) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as matters set forth in on Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c9.02(h).

Indemnification by Sellers. (a) Subject to Article 11, Sellers, from and after After the Closing, shall each Seller severally agrees to save, defend and indemnify Buyer and hold harmless Buyers, their Affiliates, its Affiliates (including the Company Group after the Closing) and each of their respective equity holdersemployees, managers, membersdirectors, officers, directors, principals, attorneysrepresentatives, agents, employees or other representatives successors and assigns (collectively, the “Buyers Buyer Indemnified Parties”) from and against against, and hold each of them harmless from, any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result arising out of, based upon, resulting from or arising incident to any breach of or inaccuracy in any representation, warranty or covenant made by such Seller pursuant to Article III, the certificate delivered by Sellers’ Representative pursuant to Section 7.01(g)(ii)(A), or any Affidavit of Loss delivered by such Seller. (b) After the Closing, each Seller severally (in accordance with Section 10.02(c)(i)) agrees to save, defend and indemnify the Buyer Indemnified Parties from and against, and hold each of them harmless from, any and all Losses arising out of, based upon, resulting from or incident to: (i) the any breach of or inaccuracy in any representation or warranty made by any member of the representations Senior Management pursuant to Article IV or warranties made by Sellers in this Agreement, the certificates delivered pursuant to Section 7.01(g)(iii); (ii) any breach or non-fulfillment of any covenants covenant or other agreements agreement made by Sellers under this Agreement; (iii) any and all Company Debt to the extent not included in the Final Closing Date Indebtedness; or (iv) any and all Transaction Expenses to the extent not included in the Final Transaction Expenses. (c) Notwithstanding anything to the contrary in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation rights to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000this Article X are subject to the following limitations; provided, however, that the foregoing limitation will following limitations described in clauses (i), (ii), (iii), (iv) and (v) below shall not apply to claims Losses arising out of fraud, knowing misrepresentation or willful or criminal misconduct: (i) No Seller shall be responsible for the breach by any other Seller of any representation or warranty made by such other Seller pursuant to Article III or Article IV or Section 9.05. In the event that a Seller is required to indemnify a Buyer Indemnified Party for a Loss pursuant to Section 10.02(a), the responsibility for such Loss shall be allocated solely to such Seller. In the event that more than one Seller is required to indemnify a Buyer Indemnified Party for the same Loss pursuant to Section 10.02(b), the responsibility for such Loss shall be allocated between or among such Sellers in accordance with their respective Pro Rata Portions. (ii) Sellers shall not have any obligation to indemnify any Buyer Indemnified Party from and against any Losses arising out of breaches or inaccuracies indemnified under Section 10.02(a) or Section 10.02(b)(i) (other than as a result of a breach of or inaccuracy in a Fundamental Representation or any of the representations and warranties in Section 4.14 (Employee Benefit Plans) and Section 4.17 (Taxes)) until the Buyer Indemnified Parties have suffered aggregate Losses (including as a result of breaches of or inaccuracies in Fundamental Representations or any of the representations and warranties in Section 4.14 (Employee Benefit Plans) and Section 4.17 (Taxes)) in excess of Six Hundred Thousand Dollars ($600,000) (the “Threshold”), in which event the Buyer Indemnified Party shall be entitled to indemnification for the full amount of such Losses from the first dollar. For the avoidance of doubt, the rights of Buyer Indemnified Parties to indemnification pursuant to Section 11.1(a)(i10.02(a) or Section 10.02(b)(i) as a result of a breach of or inaccuracy in respect a Fundamental Representation or any of breaches of, or inaccuracies in, the representations and warranties set forth in Section 4.1 4.14 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), Employee Benefit Plans) and Section 4.4 4.17 (TitleTaxes) shall not be subject to the Threshold. (iii) The maximum amount which the Buyer Indemnified Parties may recover arising out of breaches or inaccuracies described in Section 10.02(a) and Section 10.02(b)(i) (collectively, other than as a result of a breach of or inaccuracy in a Fundamental Representation or any of the representations and warranties in Section 4.14 (Employee Benefit Plans) or Section 4.17 (Taxes)) shall be an aggregate of Nine Million Dollars ($9,000,000) (the “Sellers Fundamental RepresentationsCap”). For the avoidance of doubt, claims for the Buyer Indemnified Parties’ right to indemnification pursuant to Sections 11.1(a)(ii), under Section 10.02(a) or Section 10.02(b)(i) as a result of a breach of or inaccuracy in a Fundamental Representation and the representations and warranties in Section 4.14 (iiiEmployee Benefit Plans) and Section 4.17 (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iiiTaxes) shall not be subject to the 20% Cap or the Purchase Price Cap. (div) Anything herein Subject to the contrary notwithstandingother limitations contained herein, no the Buyer Indemnified Parties shall be entitled to satisfy any finally determined claim for indemnification under this Section 10.02 (A) first, from the Indemnity Escrow Account in accordance with the terms set forth in this Agreement with respect and the Escrow Agreement and (B) second, if the Escrow Funds in the Indemnity Escrow Account are insufficient to satisfy any breach of any representationor all such indemnification claims, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breachthen from Sellers directly. (ev) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 Sellers shall not be subject have any obligation to indemnify any Buyer Indemnified Party from and against any Losses arising out of any action taken by the monetary limitation set forth Company Group or Buyer on the Closing Date after the Closing that is not in Section 11.1(b) or the 20% Cap or ordinary course of business consistent with past practices of the Purchase Price Cap in Section 11.1(c)Company Group.

Indemnification by Sellers. (a) Subject to Article 11, Sellers, from From and after Closingthe Effective Time (but subject to Section 8.01(a)), shall indemnify the Parent Indemnitees may seek indemnification to the fullest extent permitted by law solely from the Stock Escrow Fund (as defined in the Escrow Agreement) for any Damages that are suffered or incurred by any of the Parent Indemnitees or to which any of the Parent Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and hold harmless Buyers, their Affiliates, and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees which arise from or other representatives (collectively, “Buyers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of: (a) any inaccuracy in, or arising from, (i) the breach of any of the representations or warranties made by Sellers in this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless set forth in Section 3.01 or in the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000Target Companies Closing Certificate, in the case of any representation or warranty qualified by "material adverse effect," or any material inaccuracy in, or breach of, any representation or warranty set forth in Section 3.01 or in the Target Company Closing Certificate, in the case of any representation or warranty not qualified by "material adverse effect"; (b) any breach of any covenant or obligation of the Target Companies; or (c) the exercise by any holder of Target Companies Common Stock of such holder's appraisal rights under Section 262 of the DGCL which event results in such Dissenting Stockholder receiving an amount per share in excess of the Buyers Indemnified Parties Merger Consideration per share of Target Companies Common Stock (in which case the Parent Indemnitees shall be entitled to seek indemnification under Section 11.1(a)(ireceive the difference between (A) for all claims over $350,000; provided, however, that the foregoing limitation will not apply amount paid to claims for indemnification such Dissenting Stockholder pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) appraisal proceedings and (ivB) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y1) the Purchase Price Merger Consideration per share of Target Companies Common Stock and (2) the “20% Cap”) for its breach total number of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable Dissenting Shares subject to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(cappraisal proceedings).

Indemnification by Sellers. (a) Subject to Article 11the limitations set forth in Sections 7.01 and 7.04, each of Sellers, from jointly and after Closingseverally, shall indemnify and hold harmless Buyers, their Affiliates, Purchaser and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives (collectively, “Buyers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or arising from, (i) the breach of any of the representations or warranties made by Sellers in this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents agents, permitted assigns, Affiliates and independent contractorssuccessors thereof from, against, for and in respect of: (a) any and all damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action and encumbrances (collectively, "LOSSES") suffered, sustained, incurred or required to be paid by Purchaser and arising from the breach of any written representation, warranty, agreement or covenant of the Company or such Seller contained in this Agreement, except to the extent that the same has resulted in a reduction of the Purchase Price pursuant to Section 2.02; (b) Sellers will have no obligation any and all Losses relating to indemnify Liabilities arising from the Buyers Indemnified Parties Kept Assets; except to the extent that the same has resulted in a reduction of the Purchase Price pursuant to Section 11.1(a)(i2.02; (c) all customary costs and expenses (including, without limitation, customary attorneys' fees, interest and penalties) incurred by Purchaser in respect connection with any action, suit, proceeding, demand, assessment or judgment incident to any of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above matters indemnified against in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar7.02; and (cd) Sellers’ aggregate liability in respect any Losses arising from any cleanup or other remediation of claims for indemnification pursuant to Sections 11.1(a)(ior arising from any cleanup, removal, containment or other remediation (collectively, "CLEANUP") and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its required by applicable law or regulation of, or any other damage arising from, any Hazardous Substance, Cleanup or breach of representationsEnvironmental Law, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied but only to the portion of extent that Company or Sellers have caused such Losses, or in the Purchase Price allocable to case that they have not caused such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal Losses, only to the Purchase Price (the “Purchase Price Cap”), except extent that Sellers’ aggregate liability in respect of claims Sellers may receive indemnification or contribution for such Losses pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Initial Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breachAgreements. (e) Anything herein any Losses arising from or in connection with the maintenance by Sellers, the Company or any affiliate of the Company of any employee benefit plan (as defined in Section 3(3) of ERISA), or by reason of the Company's contractual arrangement with the Administaff Companies, Inc. (the "CLIENT SERVICE AGREEMENT") including, without limitation, any liability to the contrary notwithstandingPension Benefit Guaranty Corporation, obligations the IRS, a Multiemployer Plan or employees or former employees (or their beneficiaries) of Seller under Section 10.1Sellers, 10.2, 10.7 and Section 10.13 shall not be subject the Company or any affiliate of the Company arising out of or relating to the monetary limitation set forth in Section 11.1(b) Client Service Agreement and/or the maintenance, administration, termination or any other reason of any such plans, the 20% Cap trusts related to such plans, or employment with the Purchase Price Cap in Section 11.1(c)Sellers, the Company or any affiliate of the Company on or prior to the Closing Date. THE PROVISIONS OF THIS INDEMNITY SHALL NOT BE THE SOLE REMEDY IN THE CASE OF INTENTIONAL MISREPRESENTATIONS, FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

Indemnification by Sellers. (a) Subject to one or more provisions of this Article 119, Sellers, from and after Closing, shall indemnify and hold harmless Buyers, their Affiliates, Buyers and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives Affiliates (collectively, the “Buyers Seller Indemnified Parties”) shall be entitled to indemnification from and against Sellers for all Losses directly or indirectly incurred by or sought to be imposed upon the Seller Indemnified Parties arising out of or relating to any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or arising from, (i) the breach of any of the representations covenant or warranties agreement made by Sellers in or pursuant to this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements representations and warranties made by Sellers in this Agreement, (iii) any of the Excluded Retained Liabilities, (iv) Assumed Litigation in excess of $5,000,000 or (v) the contract provision described in item 2(a) of Schedule 4.25, and (ivvi) any fraud, willful misconduct post-Closing liabilities of Buyers to IBM relating to the Sold Business arising from Sellers’ actions or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; inactions prior to Closing that are not reflected on the Audited Balance Sheet (b) Sellers will unless Buyers have no obligation to indemnify the Buyers Indemnified Parties already been indemnified for such liabilities pursuant to sub-clause (1) below of this Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”9.2). For the avoidance of doubt“Losses” or “Loss” as used in this Agreement, claims for indemnification pursuant to Sections 11.1(a)(ii)means all liabilities, (iii) losses, damages, fines, fees, costs and (iv) are not subject expenses, including reasonable attorneys’ fees. In addition to the monetary limitation set forth above in this Section 11.1(b); howeverforegoing, such claims shall be subject to indemnification only when during the amount of such claims in period beginning on the aggregate exceeds $20,000 at which point Closing and ending on the right to be indemnified shall apply to all claims from one year anniversary thereof, the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Seller Indemnified Parties shall be entitled to indemnification under this Agreement from Sellers for all Losses directly or indirectly incurred by or sought to be imposed upon the Seller Indemnified Parties resulting from, arising out of or relating to (1) 100% of liabilities related to trade activities with respect to any breach suppliers of any representation, warranty the Sold Business arising from Sellers’ actions or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time inactions prior to Closing unrecorded on the ClosingAudited Balance Sheet (unless Buyers have already been indemnified for such liabilities pursuant to sub-clause (vi) of this Section 9.2) and (2) amounts not collectable from IBM for customer and debit claims, to the extent of (A) 80% of such breach or customer and debit claims that are aged less than six (6) months as of the eventsClosing Date, circumstances or conditions constituting or resulting (B) 90% of such customer and debit claims that are aged between six (6) months and twelve (12) months as of the Closing Date and (C) 100% of such customer and debit claims that are aged more than twelve (12) months as of the Closing Date; provided, however, that, in each case, Seller Indemnified Parties use commercially reasonable efforts to resolve such breachmatters during such period. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11Section 10.6, Sellers, from jointly and after Closingseverally, shall indemnify Purchaser and hold harmless Buyers, their its Affiliates, and its and their respective equity holders, managers, membersemployees, officers, directors, principals, attorneys, agents, employees or other representatives successors and assigns (collectively, “Buyers Indemnified PartiesPurchaser Indemnitees”) and agree to reimburse and hold them harmless from and against against, and in respect of, on a dollar for dollar basis, all claims, liabilities, damages, payments, obligations, losses, costs and expenses (including reasonable attorneys’ fees, court costs, expert witness fees, transcript costs and other expenses of litigation), and judgments (at law or in equity) (collectively, “Losses”) incurred or suffered by any of them and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result arising out of or resulting from any of the following: (i) any breach of, nonfulfillment of, or arising from, (i) the breach failure to perform any agreement or covenant of any Seller or any of their Affiliates contained herein or in any of the representations or warranties made by Sellers in this Agreement, Seller Ancillary Documents; (ii) any breach or non-fulfillment of any covenants warranty or other agreements representation of any Seller or any of their Affiliates contained herein or in any Seller Ancillary Document; provided that (A) representations and warranties made by Sellers by execution of this Agreement are made only as of the date hereof (other than those made as of a specified date, which are made as of such specified date), (B) the Closing Date Representations and Warranties as certified by Sellers pursuant to Section 8.1(b) are made only as of the date hereof and as of the Closing (other than those made as of a specified date, which are made as of such specified date), (C) for purposes of this Section 10.1, the Effective Time Representations and Warranties as certified by Sellers pursuant to Section 8.1(b) shall be deemed to be made only as of the date hereof and as of the Effective Time (other than those made as of a specified date, which are made as of such specified date), but not as of the Closing (and references in such certificate to the Closing or Closing Date shall be deemed to refer to the Effective Time for purposes of this AgreementSection 10.1(a)(ii)) and (D) for purposes of this Section 10.1, all representations and warranties in respect of the December 2007 Unaudited Financial Statements (including the Balance Sheet) shall be deemed to refer to the Audited Financial Statements (including the balance sheet included therein); (iii) any of the and all Excluded Liabilities, and regardless of whether the existence or assertion of an Excluded Liability constitutes a breach of any warranty, representation, or covenant of any Seller or any of their Affiliates contained in this Agreement or in any Seller Ancillary Document; (iv) all Environmental Claims with respect to Sellers’ facilities in Winton-Salem, North Carolina, Winter Garden, Florida, Bakersfield, California and Pittsburg, California, except those arising out of or resulting from any fraudacts or omissions of any Person from and after the Effective Time; (v) except with respect to Environmental Claims and claims which are the subject of Schedule 6.21, willful misconduct Sellers’ pro rata portion of those liabilities and obligations (other than Assumed Liabilities) arising out of or criminal acts resulting from any casualty, damage, event or condition in respect of the Purchased Assets or the Business first existing or occurring prior to the Effective Time and that continue through and after the Effective Time, which pro rata portion shall be calculated based upon the number of days prior to the Effective Time on which such casualty, damage, event or condition existed and continued, divided by the total number of days on which such casualty, damage, event or condition existed and continued (collectively, with all other indemnification obligations of Sellers or its officerscontained in this Section 10.1, directors, members, shareholders, employees, agents and independent contractors;the “Section 10.1 Indemnified Claims”). (b) Solely for the purposes of the indemnification obligations of Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) Article 10, in respect order to determine whether a breach of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of Sellers has occurred, all Materiality Qualifications contained in any such Indemnifiable Losses incurred representation or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties warranty shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000disregarded; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) there shall not be subject disregarded any Materiality Qualifications which are included in Section 4.7 or Section 4.9(a) or solely to the 20% Cap or extent such Materiality Qualification modifies the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach identification on a schedule of any representation, warranty or covenant if any officer, director or equity holder a list of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth material Permits in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c4.11(b).

Indemnification by Sellers. (a) Subject to Article 11, Sellers, from From and after Closing, each Seller shall jointly and severally indemnify and hold harmless BuyersBuyer, their its Affiliates, officers and their respective equity holders, managers, members, officers, directors, principals, attorneysemployees, agents, employees and representatives, and any Person claiming by or other representatives through any of them, as the case may be (collectivelyeach, a “Buyers Indemnified PartiesBuyer Indemnitee”) ), from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, arising out of or arising resulting from, : (ia) the breach of any of the representations or and warranties made by Sellers in this Agreement, (ii) any breach Agreement not being true and accurate when made or non-fulfillment of any covenants or other agreements made when required by Sellers in this Agreement, (iii) any of the Excluded Liabilities, Agreement to be true and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractorsaccurate; (b) any failure by Sellers will have no obligation to indemnify perform any of its covenants, agreements, or obligations in this Agreement; (c) the Buyers Indemnified Parties pursuant activities and operations of Sellers prior to Section 11.1(a)(iClosing; (d) in respect of Indemnifiable Losses arising from the breach employment by Sellers of, or inaccuracy inservices rendered to it by, any representation finder, broker, agency, or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000other intermediary, in which event connection with the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches oftransactions contemplated hereby, or inaccuracies in, representations and warranties set forth any allegation of 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 Section 4.1 bulk in connection with the transactions contemplated hereby; (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Titleg) Taxes of Sellers (collectively, “with all other indemnification obligations of the Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above contained in this Section 11.1(b8.1, the “Section 8.1 Indemnified Claims”); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (ch) Sellers’ aggregate liability any New Store Expenses. If, by reason of the claim of any third party relating to any of the matters subject to such indemnification, an Encumbrance, attachment, garnishment, or execution is placed or made upon any of the properties or assets owned or leased by Buyer, in respect addition to any indemnity obligation of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representationseach Seller under this Section 8.1, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations each Seller shall be applied only obligated to furnish a bond sufficient to obtain the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, prompt release of such breach Encumbrance, attachment, garnishment or execution within five days from receipt of the events, circumstances or conditions constituting or resulting in such breachnotice relating thereto. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject Sellers (being for this purpose, as to Article 11any particular Location, SellersSCI and that Location’s particular Subsidiary Owner, from jointly and after Closing, shall severally) agree to indemnify and hold each Indemnitee (as defined in Section 8.8), harmless Buyersfrom all Losses incurred, their Affiliatessuffered or paid, and their respective equity holdersdirectly or indirectly, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives (collectively, “Buyers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, of or arising from, out of: (i) any breach or default in the breach performance by Sellers of any covenant or agreement of the representations or warranties made by Sellers contained in this Agreement, Agreement or any related document executed pursuant hereto; (ii) any breach of warranty or non-fulfillment of any covenants inaccurate or other agreements erroneous representation made by Sellers herein (except to the extent that a Buyer Representative had actual knowledge thereof in this Agreement, breach of Section 4.4); (iii) any of the Excluded Retained Liabilities, and ; (iv) any fraudTaxes of Sellers, willful misconduct including, without limitation, (A) Transfer Taxes; (B) the portion of real and personal property Taxes for which Sellers are liable for pursuant to Section 1.7.; (C) Taxes on income earned (and recognized) by the Pre-Need Trust Funds and the Endowment Care Funds prior to delivery thereof to Buyer’s Trustee; and (D) Taxes payable by any trust (as an independent taxpayer entity) of or criminal acts relating to any Seller or any Affiliate of Sellers any Seller and to any or its officersall of the Business, directorsincluding, memberswithout limitation, shareholdersTaxes relating to or arising from income earned (and recognized) by the Pre-Need Trust Funds and the Endowment Care Funds prior to the delivery thereof to Buyer’s Trustee; (v) any (A) Taxes of the Pre-35 Funeral Home for any Pre-Closing Tax Periods and the portion of the Straddle Tax Period that ends on the Closing Date, employeesand (B) for the unpaid Taxes of any Person including under United States Treasury Regulation Section 1.1502-6 (or any similar provision of state, agents local or foreign law) as a transferee or successor, by Contract or otherwise; and (vi) that certain Mortgage and independent contractors;Security Agreement from Sylvan Heights Cemetery in favor of Xxxxxx X. Xxxxx, Xx., Xxxx X. Xxxxx, Xxxx Xxxxxx Xxxxx and Xxxxxx Xxxxxxx Xxxxx dated January 15, 1982 and recorded February 2, 1982 in Mortgage Book 615, Page 271 in Fayette County, Pennsylvania securing $272,000 recorded against the Sylvan Heights Cemetery and Mountain View Cemetery. (b) Sellers will Notwithstanding anything herein to the contrary, Buyer shall have no obligation claim for indemnification hereunder until the total amount of all Losses incurred which would otherwise be subject to indemnify indemnification hereunder exceeds $200,000, and then only to the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) extent of such excess, but in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless no event shall the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled subject to seek indemnification under this Section 11.1(a)(i) for all claims over $350,0008.3 exceed the Closing Purchase Price; provided, however, that the foregoing limitation will amounts set forth in this Section 8.3(b) shall not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches any Losses resulting from or arising out of, directly or inaccuracies inindirectly, representations and warranties set forth (i) any Special Claims, (ii) claims under Sections 8.3(a)(i), 8.3(a)(iii) (other than the Retained Liabilities identified in Section 4.1 (Organization; Capacity1.5(b)(vii)), Section 4.2 (Authorization; Noncontravention8.3(a)(iv), and Section 4.4 (Title8.3(a)(v) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), or 8.3(a)(vi) or (iii) and (iv) are not subject claims arising from any actual fraud on the part of Sellers, as to each of which Sellers shall have liability for the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the entire amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollarLoss without any limitation; and (c) Sellers’ aggregate liability Except as provided in Section 8.7, the indemnification obligations of Sellers hereunder shall be exclusive remedy of Buyer with respect of claims for to any matter subject to indemnification pursuant hereunder. (d) Sellers will be entitled to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed receive as a credit against any indemnification amount owing to Buyer hereunder an amount equal to the product net proceeds of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) any insurance policy actually received by Buyer for its breach of representations, warranties and covenants other than the any Loss for which Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific agreed to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification indemnify Buyer under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap8.3. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject Except with respect to Pre-Closing Environmental Liabilities (which are exclusively the subject of Section 8.4) and Product Liability Claims (which are exclusively the subject of Section 8.5), and subject to all applicable terms and conditions of this Article 11VIII, Sellers, from Sellers hereby agree to indemnify Purchaser and after Closing, shall indemnify and hold harmless Buyers, their Affiliates, its affiliates and their respective equity holders, managers, members, officers, directors, principalsemployees, attorneysstockholders, partners, members, agents, employees and Representatives (collectively, the “Purchaser Group”) against, and agrees to hold them harmless from, any loss, liability, claim, damage or other representatives reasonable expense (collectively, “Buyers Indemnified PartiesLosses”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or incurred to the extent arising from, relating to or otherwise in respect of (i) the any breach of any representation or warranty of the representations or warranties made by Sellers contained in this AgreementAgreement (determined for purposes of only this Article VIII without reference to any qualification in such representation or warranty of materiality or Material Adverse Effect), (ii) any breach or non-fulfillment of any covenants or other agreements made by covenant of Sellers contained in this Agreement, (iii) any Excluded Liabilities (other than Pre-Closing Environmental Liabilities and Product Liability Claims, which are exclusively the subject of the Excluded LiabilitiesSections 8.4 and 8.5, and respectively) or (iv) any fraud, willful misconduct claim or criminal acts Suit alleging that a Person other than the Purchaser Group is the owner of the Acquired GP Owned Computer Software or that a Person other than Sellers is the owner of the Included GP Owned Computer Software (or its officers, directors, members, shareholders, employees, agents any part or portion thereof) or otherwise challenging or contesting the Purchaser’s Group sole and independent contractors; exclusive ownership of the Acquired GP Owned Computer Software or the right of the Purchaser Group to use the Included GP Owned Computer Software (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation part or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000portion thereof); provided, however, that Sellers shall not have any liability under clause (i) of this Section 8.1 unless the foregoing limitation will not apply aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceed, on a cumulative basis, an amount equal to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 $7 million (Organization; Capacitythe “Deductible”), Section 4.2 in which case Sellers shall only be liable under clause (Authorization; Noncontravention), and Section 4.4 (Titlei) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when 8.1 for the amount of such claims in the aggregate exceeds $20,000 at which point the right excess over such Deductible, up to be indemnified shall apply to all claims from the first dollar; and a maximum total liability of Sellers under clause (ci) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product this Section 8.1 of (x) twenty fifteen percent (2015%) times (y) of the Purchase Price (not including any amounts excluded under the Deductible) (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations); provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilitiesthat no claim for Losses may be made, then the foregoing calculations and no Losses shall be applied only to against the portion Deductible, for any claim that is not in excess of $80,000; and provided, further, that the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining Deductible and the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) Cap shall not be subject limit the Purchaser Group’s right to indemnification for any breach of any covenant in the 20% Cap Agreement, for any claim or Suit described in clause (iii) of this Section 8.1 or for Excluded Liabilities (including, without limitation, Pre-Closing Environmental Liabilities and Product Liability Claims). Notwithstanding the Purchase Price Cap. (d) Anything herein to the contrary notwithstandingforegoing, no Buyer Indemnified Parties neither Purchaser nor any other Person shall be entitled to indemnification under this Agreement Section 8.1 for any Losses to the extent such Losses are reflected as a liability in the calculation of Closing Working Capital on the Final Working Capital Statement. (b) Purchaser acknowledges and agrees that, if the Closing occurs, the sole and exclusive remedy of the Purchaser Group with respect to any and all claims for any breach of any representation, warranty warranty, covenant or covenant if agreement set forth in this Agreement or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article VIII; provided, that Purchaser shall be entitled to seek an injunction or other equitable relief with respect to any officerclaims for breach of Section 5.8(b). In furtherance of the foregoing, director or equity holder Purchaser hereby waives, on behalf of Buyer or its affiliates had actual knowledgeitself and the other members of the Purchaser Group, at any time prior effective upon and subject to the occurrence of the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstandingfullest extent permitted under applicable law, obligations any and all rights, claims and causes of Seller under Section 10.1action for any breach of any representation, 10.2warranty, 10.7 and Section 10.13 shall not be subject to the monetary limitation covenant or agreement set forth in Section 11.1(b) this Agreement or otherwise relating to the 20% Cap subject matter of this Agreement it may have against Sellers and their respective affiliates, and each of their respective officers, directors, employees, stockholders, agents and Representatives arising under or based upon any Federal, state, local or foreign statute, law, ordinance, rule or regulation, except pursuant to the Purchase Price Cap indemnification provisions set forth in Section 11.1(c)this Article VIII.

Indemnification by Sellers. (a) Subject to Article 11the limitations set forth in Paragraph 10.6, SellersSELLERS, from jointly and after Closingseverally, shall agree to indemnify and hold NEOGEN harmless Buyers, their Affiliates, and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives (collectively, “Buyers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs Damages (as a result defined in Paragraph 10.4) incurred by NEOGEN at any time arising out of, : (1) The inaccuracy or arising from, (i) the breach of any of the representations or warranties Representations made by Sellers SELLERS in or pursuant to this Agreement; (2) Any failure by SELLERS to perform any obligation or comply with any covenant or agreement of SELLERS specified in this Agreement, Agreement or in any other document executed at Closing; (3) Any claim (i) for wages or fringe benefits made by any employee of SELLERS with respect to the period ending immediately preceding the Closing Date; (ii) any breach for severance payments or non-fulfillment other liabilities with respect to the termination of any covenants employees of SELLERS; or other agreements made by Sellers in this Agreement, (iii) with respect to the injury or death of any such employee arising out of events occurring prior to the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractorsClosing Date; (b4) Sellers will have no obligation Any claim (including, without limitation, claims alleging death or injury to indemnify the Buyers Indemnified Parties pursuant persons or damage to Section 11.1(a)(i) property), whether based in respect of Indemnifiable Losses arising tort, contract or otherwise resulting from the breach ofor caused by any product sold, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; service provided, howeverby SELLERS prior to the Closing Date; (5) Any debt, that obligation or liability, whether known or unknown, fixed or contingent, of any nature whatsoever to the foregoing limitation will extent based on SELLERS' activities before the Closing Date, including but not apply limited to claims for indemnification pursuant to Section 11.1(a)(i) in respect all environmental liabilities of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) any nature (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii"Pre-Closing Debts"), other than any Pre-Closing Debts which are part of the Assumed Liabilities; or (iii6) and NEOGEN being deemed to be a "successor" employer to SELLERS for the purpose of COBRA obligations; or (iv7) are not subject The ownership, lease, use, occupation or operation of any facility or property at any time owned, leased, used, occupied or operated by Sellers, except for those matters specified in Paragraph 6.3; or (8) Any claims related to the monetary limitation set forth above in this Section 11.1(b); howeverEXCLUDED AGREEMENTS, such claims shall be subject to indemnification only when EXCLUDED PATENTS, EXCLUDED TRADEMARKS, EXCLUDED COPYRIGHTS and the amount Discrimination Claim disclosed on Schedule 8. SELLERS specifically acknowledge and agree that NEOGEN may proceed against any of such claims in the aggregate exceeds $20,000 SELLERS under Paragraph 10.2 without contemporaneously, or at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect any time, proceeding against any other of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product them. Each of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except SELLERS agrees that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) it shall not be subject to the 20% Cap have any claim or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to right of indemnification under this Agreement or contribution or any other right of recourse against any other Seller with respect to Damages and each of SELLERS waives and releases any breach of any representationand all such claims and right, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, until all indemnity obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth SELLERS in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c)favor of NEOGEN have expired.

Indemnification by Sellers. (a) Subject to Article 11, Sellers, from From and after Closing, shall indemnify each Seller hereby severally defends, indemnifies and hold holds harmless Buyers, their Buyer and all of its Affiliates, and all of their respective equity holdersmembers, managersshareholders, memberspartners, officers, directors, principalsemployees, agents, representatives, attorneys, agentssubsidiaries, employees or other representatives successors and assigns (collectively, the “Buyers Indemnified PartiesBuyer Indemnitees”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Liabilities (whether or not relating to Third Party incurs as a result of, claims or arising from, (i) incurred in the breach investigation or defense of any of the same or in asserting, presenting or enforcing any of their respective rights hereunder) caused by, arising from or attributable to or alleged to be caused by, arising from or attributable to (a) the Excluded Assets owned by such Seller (including the ownership, use and operation thereof), (b) the breach by such Seller of any of its representations or warranties made contained in Section 6.01 of this Agreement or in any certificate furnished by Sellers or on behalf of such Seller in connection with this Agreement, (c) the breach by such Seller of any of its covenants or agreements contained in this Agreement, (iid) any breach the actions, suits or non-fulfillment of any covenants or other agreements made by Sellers proceedings, if any, described in this AgreementSchedule 6.01(f), (iiie) any the continuing responsibility of the Excluded Liabilitiessuch Seller under Section 2.04, and (ivf) any fraud, willful misconduct the Retained Liabilities. In the event one or criminal acts of more Buyer Indemnitees is entitled to indemnification from Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to the terms of this Section 11.1(a)(i) 12.03, and in respect of Indemnifiable Losses arising from such case the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all other Liability giving rise to such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject right to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will is not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility particular Seller or fewer than all Facilitiesa particular Seller’s interest in the Assets, then the foregoing calculations Parties acknowledge and agree that any such Liabilities with respect to such breach and/or indemnification shall be applied only to the portion based on each Seller party’s proportionate share of the Purchase Price allocable to such Facility or Facilities Assets (determined based on the same proportions as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (Price, prior to any adjustment thereto, is distributed among Sellers as certified in writing by the “Purchase Price Cap”Seller Representative), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein . Notwithstanding anything to the contrary notwithstandingabove, no Specified Affiliate of Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to for the Closing, of such breach or of the events, circumstances or conditions constituting or resulting matters described in such breach. items (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(ba) or the 20% Cap or the Purchase Price Cap in Section 11.1(c)(f) above.

Indemnification by Sellers. The Sellers, jointly and severally, hereby indemnify and agree to hold harmless Buyer and its representatives, equity owners, controlling persons and affiliates (collectively, the “Buyer Indemnitees”) against, and will pay to the Buyer Indemnitees the monetary value of, any liability, loss, damage (including incidental and consequential damages), claim, cost, deficiency, diminution of value, or expense (including costs of investigation and defense, penalties and reasonable legal fees and costs), whether or not involving a third-party claim (“Adverse Consequences”), arising, directly or indirectly, from or in connection with: (a) Subject subject to Article 11Section 3.3, Sellers, from and after Closing, shall indemnify and hold harmless Buyers, their Affiliates, and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives (collectively, “Buyers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or arising from, (i) the breach of any of the representations representation or warranties warranty made by Sellers any Seller in this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors;; and (b) any liabilities of Seller relating to the Operating Agreements that accrued prior to the Closing Date other than those expressly assumed by Buyer. (c) any liabilities of Sellers will have no obligation not expressly assumed by Buyer pursuant to indemnify the Buyers Indemnified Parties this Agreement; (d) any Seller Encumbrances or Seller Defects pursuant to Section 11.1(a)(i2.6; (e) in respect any indemnification obligation on the part of Indemnifiable Losses Seller arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar2.7; and (cf) Sellers’ aggregate liability any breach by Seller of a covenant or obligation that survives the Closing. For purposes of this Section, any Seller, as the case may be, will be deemed to have breached its representations and warranties in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, howeverthis Agreement if any third party alleges facts that, if true, would mean such Seller has breached any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Capwarranty. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11, Sellers, from and after Closing, shall indemnify and hold harmless Buyers, their Affiliates, and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives (collectively, “Buyers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or arising from, (i) the breach of any of the representations or warranties made by Sellers in this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties limitations set forth in Section 4.1 (Organization; Capacity)4.5, Section 4.2 (Authorization; Noncontravention)the Sellers shall indemnify each Purchaser Indemnified Party and Purchaser Designee against, and Section 4.4 defend and hold each Purchaser Indemnified Party and Purchaser Designee harmless from, any and all Losses incurred by any Purchaser Indemnified Party or Purchaser Designee to the extent such Losses are caused by or result from (Titlea) the gross negligence, bad faith or willful misconduct by or on behalf of the Sellers in providing any Services for which the Sellers are identified as the Service Provider on Appendix A or (collectivelyb) the breach by the applicable Seller of any term of this Agreement, “Sellers Fundamental Representations”including the failure to perform any Services in accordance with the Services Standard (excluding any breach by the applicable Seller related to Services provided under Xxxxxxxx X-0, to the extent such breach is due to the acts or omissions of a Manufacturer (as defined on Appendix A-4)). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will indemnity obligations do not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement apply with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior matters to the Closing, extent covered by CPI’s indemnity obligations under Section 4.3 or to the extent covered by Purchaser’s indemnity obligations under Section 4.4. Sellers and Purchaser acknowledge and agree that Sellers obligations pursuant to this Section 4.2 are in no way intended to diminish or alter Purchaser’s obligations pursuant to the provisions of such breach or Article VIII of the eventsPurchase Agreement, circumstances or conditions constituting or resulting in such breach. (e) Anything herein it being expressly acknowledged and agreed that Sellers have no obligation to indemnify any Purchaser Indemnified Party pursuant to this provision to the contrary notwithstandingextent any such Loss incurred is indemnifiable pursuant to Section 8.2 of the Purchase Agreement, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to and in accordance with the monetary limitation set forth in Section 11.1(b) or the 20% Cap or provisions of Article VIII of the Purchase Price Cap in Section 11.1(c)Agreement.

Indemnification by Sellers. (a) Subject Each Seller jointly and severally agrees to Article 11, Sellers, from and after Closing, shall indemnify and hold harmless Buyers, their Affiliates, and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives (collectively, “Buyers Indemnified Parties”) each Buyer Group Member from and against any and all Indemnifiable Losses that and Expenses incurred by such Buyers Indemnified Party incurs as a result of, Buyer Group Member in connection with or arising from: (i) any breach by any Seller of any of its covenants in this Agreement or in any Seller Ancillary Agreement; (ii) any failure of any Seller to perform any of its obligations in this Agreement or in any Seller Ancillary Agreement; (iii) any breach of any warranty or the inaccuracy of any representation of any Seller contained or referred to in this Agreement or any certificate delivered by or on behalf of any Seller pursuant hereto; (iv) any failure of any Seller to obtain prior to the Closing any consent set forth in SCHEDULE 5.3; (v) the failure of any Seller to comply with any applicable bulk sales law, except that this clause shall not affect the obligation of Buyer to pay and discharge the Assumed Liabilities; (vi) any claim by and third Person that the use of the trade names or Trademarks of any Seller by any Buyer Group Member in accordance with SECTION 8.2 infringes the Intellectual Property Rights of such third Person; or (vii) the failure of any Seller to perform any Excluded Liability. (b) The indemnification provided for in this SECTION 11.1 shall terminate as of April 1, 2002 (the "Indemnity Termination Date") (and no claims shall be made by any Buyer Group Member under this SECTION 11.1 thereafter), except that the indemnification by Sellers shall continue as to: (i) the breach obligations and representations of any each Seller under the Instrument of Assignment, the representations or representation and warranties made by Sellers of each Seller set forth in this Agreement, SECTION 5.17 and the covenants of each Seller set forth in SECTION 8.4 as to which no time limitation shall apply; (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity)SECTIONS 5.7, Section 4.2 (Authorization; Noncontravention)5.18 and 5.23 and the covenants of each Seller set forth in SECTIONS 8.3, 13.2, 13.6 and Section 4.4 (Title) (collectively13.13, “Sellers Fundamental Representations”). For the avoidance as to all of doubtwhich no time limitation shall apply, claims for indemnification pursuant subject to Sections 11.1(a)(ii), any applicable statute of limitation; (iii) and (iv) are not subject to the monetary limitation covenant set forth above in SECTION 8.1, as to which the indemnification provided for in this Section 11.1(b); however, such claims SECTION 11.1 shall be subject to indemnification only when terminate one year after the amount expiration of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollarnoncompetition period provided for therein; and (civ) Sellers’ aggregate liability any Loss or Expense of which any Buyer Group Member has notified Sellers in respect accordance with the requirements of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation SECTION 11.3 on or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closingdate such indemnification would otherwise terminate in accordance with this SECTION 11.1, as to which the obligation of Sellers shall continue until the liability of Seller shall have been determined pursuant to this ARTICLE XI, and Sellers shall have reimbursed all Buyer Group Members for the full amount of such breach or of the events, circumstances or conditions constituting or resulting Loss and Expense in such breachaccordance with this ARTICLE XI. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11the limitations and conditions for indemnification contained in Section 11.7, Sellersthe Active Shareholders, from severally (based on the pro rata share of the Purchase Price each such Seller receives pursuant to this Agreement) and after Closingnot jointly, shall indemnify agree to indemnify, defend and hold harmless Buyers, their each of the Purchaser and its Affiliates, and each of their respective equity holders, managers, members, officers, directors, principals, attorneys, employees and agents, employees or other representatives (collectivelyand their heirs and successors, “Buyers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result ofLosses, relating to or arising from, out of: (a) any breach of any representation or warranty made by a Company Entity or the Active Shareholders in this Agreement (including the representations and warranties in Article III) or in any document delivered to Purchaser in connection with this Agreement by a Company Entity or an Active Shareholder; (b) any breach of any representation or warranty made by such Seller in Article IV of this Agreement or in any document delivered to Purchaser in connection with this Agreement by such Seller; (c) (i) the any breach of any of the representations agreement, duty, obligation or warranties covenant made by Sellers any Company Entity or by such Seller in this Agreement or in any document delivered to Purchaser in connection with this Agreement, (ii) any breach compliance with, or non-fulfillment of any covenants resulting from, the actions contemplated by Section 7.4, or other agreements made by Sellers in this Agreement, (iii) the failure of ADEXCOMM to be duly organized, validly existing or in good standing under the laws of its jurisdiction of incorporation, including any penalties or costs associated with remedying the same; (d) any Pre-Closing Taxes of the Excluded LiabilitiesCompany Entities; and (e) any Debt that is not repaid as Closing Payoff Debt in the manner provided by Section 2.3(d) hereof. The Passive Shareholders shall, subject to the limitations of Section 11.7 below, indemnify the Purchaser severally (based on the pro rata share of the Purchase Price each such Seller receives pursuant to this Agreement) and not jointly, agree to indemnify, defend and hold harmless each of the Purchaser and its Affiliates, and (iv) any fraud, willful misconduct or criminal acts each of Sellers or its their officers, directors, membersemployees and agents, shareholdersand their heirs and successors, employeesagainst any Losses, agents and independent contractors; (b) Sellers will have no obligation relating to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect or arising out of Indemnifiable Losses arising from the breach of, or inaccuracy in, of any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered made by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification them pursuant to Section 11.1(a)(i) in respect of breaches of, this Agreement or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are any Debt that is not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims repaid as Closing Payoff Debt in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (cmanner provided by Section 2.3(d) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Caphereof. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11, Sellers, from From and after Closingthe Closing Date, shall the Sellers shall, jointly and severally, protect, defend, indemnify and hold harmless each of the Buyers, their Affiliates, the QNX Entities and their respective equity holders, managers, membersAffiliates, officers, directorsdirectors and employees (each party seeking indemnification, principals, attorneys, agents, employees or other representatives (collectively, a “Buyers Buyer Indemnified PartiesPerson”) from and against against: (a) any and all Indemnifiable Losses that such Buyers Loss of any Buyer Indemnified Party incurs as a result ofPerson resulting from, or arising from, (i) the breach of any of the representations or warranties made by Sellers in this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach out of, or any inaccuracy in, of any representation or warranty described therein unless on the aggregate amount part of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, Sellers contained in which event this Agreement (without giving effect (other than in the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that case of the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 Sections 3.2 (Organization; Capacityfifth sentence only), Section 4.2 (Authorization; Noncontravention3.16, 3.17(d), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii3.22(a), 3.35 through 3.73 (iiiother than Sections 3.38(c), 3.43, 3.47, 3.52, 3.53(a) and 3.64), 3.87, 3.88, 3.107 and 3.111) to any “Material Adverse Effect” or “materiality” qualifications contained in such representations and warranties); (ivb) are not subject to any Loss of any Buyer Indemnified Person resulting from, or arising out of, any breach of any covenant on the monetary limitation set forth above part of the Sellers contained in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollarAgreement; and (c) Sellersany Loss of any Buyer Indemnified Person resulting from or arising out of any derogation of, or limitation, restriction or detrimental impact on, the QNX Entities’ aggregate liability ownership of all rights, title and interest in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of copyright in the QNX Proprietary Software and in and to all rights to confidential information therein from claims by third Persons (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; providedBuyers and their Affiliates), howeverincluding any Losses from claims by third Persons for (i) copyright infringement or misappropriation of trade secrets by any QNX Entity in relation to, if or in connection with or arising out of the QNX Proprietary Software, (ii) misappropriation of confidential information embodied in the QNX Proprietary Software or (iii) any such breach royalty, license or other fee for the QNX Entities’ continued exploitation or use of representation or warranty is specific to a Facility or fewer than all Facilitiesthe QNX Proprietary Software. For the absence of doubt, then the foregoing calculations above provisions of this Section 9.2 shall be applied only not apply to the portion of the Purchase Price allocable to such Facility Tax Representations or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for other Tax matters, indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement by Sellers with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breachTaxes being governed by Article VI. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to the limitations and other terms and conditions of this Article 11IX, Sellersincluding the caps on liability set forth in Section 9.04, from Sellers and after Closingthe Seller Principals, jointly and severally, shall indemnify and hold harmless BuyersBuyer, their Affiliates, Parent and their respective equity holdersAffiliates (including, managersafter the Closing, members, officers, directors, principals, attorneys, agents, employees or other representatives the Companies) (collectively, the “Buyers Buyer Indemnified Parties”) against, and shall hold the Buyer Indemnified Parties harmless from and against against, any and all Indemnifiable Losses that such Buyers claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including reasonable attorneys’ fees and disbursements (a “Loss”), incurred or sustained by, or imposed upon, any of the Buyer Indemnified Party incurs as a result Parties based upon, arising out of, with respect to or arising from, by reason of: (ia) the any breach of any of the representations or warranties made by Sellers a Company contained in Article IV of this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify any breach of any of the Buyers Indemnified Parties pursuant to Section 11.1(a)(irepresentations or warranties made by a Seller contained in Article III of this Agreement; (c) in respect of Indemnifiable Losses arising from the any breach or violation of, or inaccuracy infailure to fully perform, any representation covenant, agreement, undertaking or warranty described therein unless obligation to be performed by Sellers or Company contained in Article II, Article VII, or Article XI of this Agreement; (d) any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI; (i) all Taxes of the aggregate amount Companies or a Seller or relating to the business of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) Companies for all claims over $350,000Pre-Closing Tax Periods, including the Known Tax Obligations; (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Companies (or any predecessor thereto) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iii) any and all Taxes of any person imposed on the Companies or a Seller arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date; provided, however, that this covenant shall expire on the foregoing limitation will third (3rd) anniversary of the Closing Date; or (f) any Indebtedness or Transaction Expenses not apply to claims for indemnification pursuant to paid in accordance with Section 11.1(a)(i2.04 and Section 2.08(c) in respect of breaches of, or inaccuracies in, representations and warranties hereunder; (g) the Excise Tax Liability; (h) the matters set forth in Section 4.1 (Organization; Capacityon Schedule 9.02(h), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (yi) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as matters set forth in on Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c9.02(i).

Indemnification by Sellers. (a) Subject to Article 11Section 12.4(b), SellersSellers shall indemnify, from and after Closing, shall indemnify defend and hold harmless BuyersBuyer, their Affiliates, and their respective equity holders, managers, members, its officers, directors, principals, attorneysemployees, agents, employees or other representatives representatives, affiliates, subsidiaries, successors and assigns (collectively, “Buyers Indemnified Parties”the "Buyer Indemnitees") from and against all Losses asserted against, resulting from, imposed upon or incurred by any and all Indemnifiable Losses that such Buyers Indemnified Party incurs of the Buyer Indemnitees as a result of, or arising fromout of, (ia) the breach of any of the representations representations, warranties, covenants or warranties made by agreements of Sellers contained in this Agreement, (iib) any breach the ownership, operation, occupancy, use or non-fulfillment condition of any covenants or the Assets prior to the Effective Time, other agreements than matters relating to Environmental Laws (which are covered by clause (e) below), (c) claims made by employees or former employees of Sellers or any affiliates of Sellers with regard to compensation and benefits under any benefit plan or any other employee benefit program in this Agreementwhich such employee participated while employed by Sellers or any affiliate of Sellers prior to the Effective Time, (iiid) any Title Defects related to the Sellers Assets as to which Sellers elected pursuant to Section 9.3 above to indemnify Buyer against all liability, loss, cost and expense, subject to satisfaction of the Excluded Liabilitiesdeductible provided for in Section 9.3(b), (e) Environmental Compliance Deficiencies related to the Sellers Assets as to which Sellers elected pursuant to Section 10.1(b)(ii) above to indemnify Buyer against Losses and Environmental Compliance Deficiencies related to the Sellers Assets raised by Buyer within three (3) years after the Closing pursuant to Section 10.2(b) above, subject, in each case, to the limitations on liability set forth in Article 10, and (ivf) any fraudliability for taxes related to the Sellers Assets (including interest, willful misconduct penalties or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (bfines related thereto) Sellers will have no obligation for the period prior to indemnify the Buyers Indemnified Parties Effective Time other than those assumed by Buyer pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap6.9 above. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11, Sellers, Each Seller hereby agrees that from and after Closingthe Closing it shall, shall indemnify severally and not jointly, indemnify, defend and hold harmless BuyersPurchaser, their its Affiliates, and their respective equity holdersdirectors, managersofficers, shareholders, partners, members, officersattorneys, directors, principals, attorneysaccountants, agents, representatives and employees or (other representatives than the Transferred Business Employees) and their heirs, successors and permitted assigns, each in their capacity as such (the “Purchaser Indemnified Parties”), from, against and in respect of any damages, losses, charges, Liabilities, claims, demands, actions, suits, proceedings, payments, judgments, settlements, assessments, deficiencies, interest, penalties, and costs and expenses (including removal costs, remediation costs, closure costs, fines, penalties and expenses of investigation and ongoing monitoring, reasonable attorneys’ fees, and reasonable out of pocket disbursements) (collectively, “Buyers Losses”) imposed on, sustained, incurred or suffered by, or asserted against, any of the Purchaser Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, whether in respect of third party claims, claims between the parties hereto, or otherwise, directly or indirectly relating to or arising from, out of: (i) the Any breach of any representation or warranty made by a Seller contained in Article IV for the period such representation or warranty survives, it being understood that for purposes of this Section 8.2 any qualifications in the text of any such representation or warranty relating to materiality, Material Adverse Effect, or Knowledge shall be disregarded for purposes of determining whether such representation or warranty was breached; provided that Sellers shall only indemnify the Purchaser Indemnified Parties for the representations and warranties of Sellers set forth in Section 4.22 to the extent any Stock Consideration is delivered; (ii) (1) Any breach of any covenant or warranties made by Sellers agreement of a Selling Entity contained in Section 6.2 and (2) any breach of any other covenant or agreement of a Selling Entity contained in this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, ; and (iii) any Any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors;. (b) Sellers will have no obligation No Seller shall be liable to indemnify the Buyers Purchaser Indemnified Parties pursuant for (i) any Losses for any individual claim (or group of directly related claims) less than $50,000 (each, a “de minimis loss”) with respect to the matters contained in Section 11.1(a)(i8.2(a)(i) in (other than with respect to a breach of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 4.1, 4.2 and 4.20) and Section 4.1 8.2(a)(ii)(1) or (Organization; Capacity)ii) any Losses with respect to the matters contained in Section 8.2(a)(i) (other than with respect to a breach of the representations and warranties set forth in Sections 4.1, 4.2 and 4.20) and Section 4.2 8.2(a)(ii)(1) unless the Losses therefrom exceed an aggregate amount (Authorization; Noncontravention)including all Losses attributable to Sellers other than any de minimis losses) equal to $32,500,000, and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance then only for Losses in excess of doubt, claims for indemnification pursuant that amount and up to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the an aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “2022.5% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price CapPremium. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11the provisions of Sections 10.3(b) and 10.7, after the Closing, Sellers, from jointly and after Closingseverally, shall indemnify and hold harmless BuyersBuyer with respect to any and all demands, their Affiliatesclaims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, liabilities, and their respective equity holders, managers, members, officers, directors, principals, expenses (including reasonable attorneys, agents, employees or other representatives ' fees) (collectively, “Buyers Indemnified Parties”"Losses") from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or arising from, to the extent caused by: (i) the Any breach by Connoisseur Sellers of any of the representations or warranties made by Sellers in this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, their representations and warranties set forth in Section 4.1 Article III of this Agreement or any other Document (Organization; Capacity)provided that Sellers shall not be liable to Buyer for any Losses arising from the failure of Sellers to set forth any Contract required to be set forth on Schedule 3.9, Section 4.2 (Authorization; Noncontravention)Buyer's sole remedy in such instance being to refuse the assignment of, and Section 4.4 decline to assume Sellers' obligations under, such Contract); (Titleii) (collectively, “Any breach or non-performance by Connoisseur Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), any of their covenants and agreements set forth in this Agreement or any other Document; or (iii) All liabilities and obligations (iv) are not subject including all liabilities arising out of actions or events prior to the monetary limitation set forth above Closing) of Connoisseur Sellers, other than the Assumed Obligations. (b) Notwithstanding anything contained herein to the contrary, if the Closing occurs, Sellers shall not be obligated to indemnify Buyer in this Section 11.1(b); howeverrespect of any Losses described in Subsection 10.3(a) either: (i) for any amounts in excess of the Indemnification Funds in the aggregate, such claims shall be subject to indemnification only when (ii) unless and until the aggregate amount of such claims Losses exceeds Buyer's Threshold Limitation, in the aggregate exceeds $20,000 at which point the right to be indemnified case Buyer shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification thereunder for all Losses (subject to clause (i) above), provided that any amounts owed by Sellers to Buyer under this Agreement with respect Section 2.7 shall not be counted in determining whether Buyer's Threshold Limitation is satisfied, and Buyer shall have the right to recover amounts under Section 2.7 without regard to such limitation, or (iii) as to any breach matter of a type described in clause 10.3(a)(i) and of which any representationSeller gave Buyer written notice (including by means of an exception to the certification delivered pursuant to Section 9.2(k)), warranty or covenant if any officer, director or equity holder of which Buyer or its affiliates had actual knowledge, at any time or prior to the Closing, of such breach or time of the eventsClosing (a "Known Breach"), circumstances if as of the Closing Date all Known Breaches, considered together, had, or conditions constituting could reasonably be expected to have, a Material Adverse Change or resulting in such breachEffect. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11the limitations of Section 8.02(b), Sellersthe Principal Sellers agree to indemnify in full Buyer (and, from and after Closingas the case may be, shall indemnify its officers, directors)(collectively, the "Buyer Indemnified Parties") and hold them harmless Buyersagainst any loss, their Affiliatesliability, and their respective equity holdersdeficiency, managersdamage, membersexpense or cost (including reasonable legal expenses), officers, directors, principals, attorneys, agents, employees whether or other representatives not actually incurred or paid prior to the third anniversary of the First Closing Date (collectively, “Buyers "Losses"), which Buyer Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs Parties may suffer, sustain or become subject to, as a result of, or arising from, of (i) the breach of any misrepresentation in any of the representations or and warranties made by of Sellers contained in this AgreementAgreement or in any exhibits, schedules, certificates or other documents delivered or to be delivered by or on behalf of Sellers pursuant to the terms of this Agreement or otherwise referenced or incorporated in this Agreement (collectively, the "Related Documents"), (ii) any breach of, or non-fulfillment failure to perform, any agreement of any covenants or other agreements made by Sellers Seller contained in this AgreementAgreement or any of the Related Documents, (iii) any "Claims" (as defined in Section 8.04(a) hereof) or threatened Claims against Buyer or the Company arising out of the Excluded Liabilitiesactions or inactions of Seller or the Company with respect to the Company's business or the Real Property (collectively, and "Buyer Losses"), or (iv) any fraud, willful misconduct "Claims" (as defined in Section 8.04(a) hereof) or criminal acts threatened Claims against Buyer or the Company arising out of the actions or inactions of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors;the Company with respect to the provisions identified in Section 8.01 hereof. (b) The Principal Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject liable to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled for any Buyer Losses only if Buyer or another Buyer Indemnified Party delivers to indemnification under this Agreement with respect to any breach of any representationPrincipal Sellers written notice, warranty or covenant if any officersetting forth in reasonable detail the identity, director or equity holder nature and amount of Buyer Losses related to such claim or its affiliates had actual knowledge, at any time claims prior to the Closing, of such breach or third anniversary of the events, circumstances or conditions constituting or resulting in such breachFirst Closing Date. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11, Sellers, from Sellers shall jointly and after Closing, shall severally indemnify and hold harmless Buyers, their Purchaser and its Affiliates, and their respective equity holders, managers, members, officers, managers, directors, principals, attorneysemployees, agents, employees or "control persons" and other representatives (collectively, “Buyers "Seller Indemnified Parties”) from and against Persons"), in respect of any and all Indemnifiable Losses that such Buyers incurred by, imposed upon or asserted against any Seller Indemnified Party incurs as a result of, or arising from, Person in connection with: (ia) the breach of any of the representations representation or warranties warranty made by Sellers (or any of them) in this Agreement, (ii) Agreement or in any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000Transaction Document; provided, however, that (i) no claim for Losses may be brought by any Seller Indemnified Person under this Section 7.2(a) with respect to the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect breach of breaches of, or inaccuracies in, any representations and warranties set forth contained in Section 4.1 (Organization; Capacity), 3.3 through Section 4.2 (Authorization; Noncontravention), 3.16 and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For 3.19 unless and until the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the aggregate amount of such claims in all Losses incurred by the aggregate Seller Indemnified Persons exceeds $20,000 at 100,000, in which point event the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Seller Indemnified Parties Persons shall be entitled to indemnification under this Agreement for any and all Losses in excess of the first $100,000, and (ii) the maximum amount of Losses for which Sellers shall be obligated to indemnify the Seller Indemnified Persons in connection with respect to any breaches of the representations and warranties contained in Section 3.3 through Section 3.5 and Section 3.7 through Section 3.16 and Section 3.19 only shall equal $2,000,000; (b) the material breach of any representationcovenant or other obligation of Sellers (or any of them) contained in this Agreement or in any other Transaction Document, warranty or covenant if any officerincluding, director or equity holder of Buyer or its affiliates had actual knowledgewithout limitation, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 covenants and Section 10.13 shall not be subject to the monetary limitation agreements set forth in Article V; (c) any misrepresentation or inaccuracy contained in any certificate or other statement furnished by or on behalf of Sellers (or any of them) pursuant to this Agreement or any other Transaction Document (provided that, in the event that clause (a) of this Section 11.1(b7.2, on the one hand, and this clause (c), on the other, are applicable to such misrepresentation or inaccuracy, the provisions of clause (a) shall govern); and (d) any Retained Liabilities, including, without limitation, any claims asserted against Purchaser or the 20% Cap or the Purchase Price Cap in Section 11.1(c)any of its Affiliates by third parties with respect thereto.

Indemnification by Sellers. (a) Subject to Article 11, Sellers, from From and after Closingthe Closing Date, Sellers jointly and severally shall indemnify and hold harmless BuyersPurchaser and its Affiliates (including the Company after the Closing), each of their Affiliatesrespective directors, officers and employees, and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives each of the successors and assigns of any of the foregoing (collectively, the “Buyers Purchaser Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result oflosses, claims, deficiencies, liabilities, damages, assessments, judgments, costs and expenses, including reasonable attorneys’, accountants’ and experts’ fees (both those incurred in connection with the defense or prosecution of the indemnifiable claim and those incurred in connection with the enforcement of this provision) (collectively, “Losses”), resulting from or arising from, out of or in connection with: (i) the any breach of any of the representations or warranties made by Sellers in this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless by any Seller contained in this Agreement (each of which,other than the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity3.4, Section 3.6(a)(iii)(A), Section 4.2 (Authorization; Noncontravention3.8(a), the introductory paragraph of Section 3.9, Section 3.14(a)(x) and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii3.15(a), (iiifor purposes of this paragraph shall be read as though none of them contains any Company Material Adverse Effect, Parent Material Adverse Effect or other materiality qualifier) and (iv) are not subject to the monetary limitation set forth above extent that a claim therefor is presented to Sellers in accordance with this Section 11.1(b); however, Agreement before such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth terminates in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under accordance with this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap.Agreement; (dii) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if by any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior Seller contained in this Agreement to the Closingextent that a claim therefor is presented to Sellers in accordance with this Agreement before such covenant terminates in accordance with this Agreement; (iii) Excluded Assets; (iv) Retained Liabilities, of such breach to the extent that any claim therefor is presented to Sellers during the **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** period after the Closing Date; (v) any claim or pending litigation, suit or action against the Company or relating to the Acquired Business disclosed in Section 3.17 of the events, circumstances or conditions constituting or resulting in such breach.Disclosure Schedule; (evi) Anything herein any Required Consent Contract Litigation instituted during the **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** period after the Closing Date; or (vii) any and all Actions and demands incident to any of the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) foregoing or the 20% Cap or the Purchase Price Cap in Section 11.1(c)such indemnification.

Indemnification by Sellers. (a) Subject to the limitations set forth in this Article 11XII, SellersSellers shall jointly and severally indemnify, from and after Closing, shall indemnify defend and hold harmless Buyers, their Buyer and its Affiliates, and their respective equity holdersincluding the Acquired Entities (all such persons, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives (collectively, the “Buyers Indemnified PartiesBuyer Indemnitees”) from and against any and all Buyer Indemnifiable Losses that such Buyers Indemnified Party incurs as a result arising out of, in connection with or arising resulting from, : (i) the any breach or inaccuracy of any of the representations or warranties representation and warranty made by Sellers in under Article IV of this Agreement (other than Section 4.10 (Tax Matters) which shall be governed exclusively by Article VIII) or any certificate delivered pursuant to Section 10.2(a) of this Agreement, ; (ii) any nonfulfillment or breach or non-fulfillment of any covenants covenant, agreement or other agreements made obligation to be performed by Sellers in prior to, at or after the Closing pursuant to this AgreementAgreement (other than any covenant, agreement or obligation with respect to Taxes, which shall be governed exclusively by Article VIII); (iii) any financial advisory, broker’s, finder’s or similar fee, commission, reimbursement of expenses, indemnification or contribution payable as a result of any agreement, act or statement by Coventry or any of its Subsidiaries with respect to the Excluded Liabilities, and Transaction; (iv) any fraudpayment made by an Acquired Entity, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors;as contemplated by Section 6.12; or (bv) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach defense or settlement of, or inaccuracy any damages or other liabilities sustained by an Acquired Entity as a result of a judgment or order entered in, any representation or warranty described therein unless (A) the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000litigation captioned Xxxxx Xxxxxx, in which event the Buyers Indemnified Parties shall be entitled et al. v. First Health Services Corporation referred to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For 4.7 of the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) Seller Disclosure Letter and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (yB) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific litigation captioned Xxxxxxx Purple v. First Health Services Corporation referred to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion in item Section 4.7 of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price CapSeller Disclosure Letter. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11If the Closing occurs, Sellerseach of the Sellers shall, from jointly and after Closingseverally, shall indemnify and hold harmless Buyerseach Business Subsidiary, their Affiliates, Purchasers and their respective equity holdersgeneral partners, managerslimited partners, membersofficers and directors of each of them (in each case, officersother than the Sellers), directorsin respect of, principals, attorneys, agents, employees or other representatives (collectively, “Buyers Indemnified Parties”) and hold each of them harmless from and against any and all Indemnifiable Losses that such Buyers Indemnified suffered, incurred or sustained by any of them or to which any of them becomes subject, whether or not involving a Third Party incurs as a result ofClaim, or arising resulting from, arising out of or relating to (i) the any breach of any of the representations or and warranties made by of the Sellers contained in this AgreementAgreement (including, without limitation, any certificate delivered in connection herewith), without regard to any materiality or Business Material Adverse Effect or, with respect to the representations and warranties contained in Section 4.11 or the first sentence of Section 4.13 or the Tax-related representations set forth in Annex B only, knowledge qualifications, (ii) any breach nonfulfillment of or non-fulfillment failure to perform any covenant or agreement on the part of any covenants or other agreements made by the Sellers contained in this AgreementAgreement or any of the Operative Agreements (including, without limitation, any certificate delivered in connection herewith or therewith), (iii) any failure to comply with any bulk sales or similar Laws of any Governmental Authority other than with respect to the Excluded LiabilitiesAssumed Liabilities or to provide notice to or consult with or receive the consent of or seek the advice of any work council or union in France, and (iv) Retained Liability and (vi) any fraudvote, willful misconduct execution of consent or criminal acts other action taken with respect to the preference shares of ARM South Africa without the prior consent of Purchaser, other than any actions taken to recover the unpaid purchase price and applicable dividend therefor pursuant to the buyback agreed to prior to the Closing; provided, (i) that if and to the 112 extent that any indemnification under this Section 14.01(a) is unenforceable, but subject to the same terms, conditions, limitations and time periods applicable to such indemnification under this Agreement, the Sellers or its officers, directors, members, shareholders, employees, agents shall make the maximum contribution to the payment and independent contractors;satisfaction of the indemnified Losses as shall be permissible under applicable Laws and (ii) in no event will Sellers be liable to provide any indemnification under this Section 14.01(a) as to any matter to the extent that Purchasers bear indemnification responsibility under Article XII hereof for such matter. (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to No amounts of indemnity shall be payable as a result of a claim under Section 11.1(a)(i14.01(a)(i) in respect of Indemnifiable a breach of a representation or warranty of Sellers (other than a claim based upon fraud or willful or criminal misconduct or, with respect to the Deductible but not the Covered Losses limitation, pursuant to the Seller Fundamental Representations), (i) with respect to Losses arising from any single event or series of related events that do not exceed US$100,000 (“Covered Losses”), and (ii) unless and until the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000have suffered, incurred, sustained or become subject to Losses (other than Covered Losses) with respect thereto in excess of US$6,200,000 (the “Deductible”) in the aggregate, in which event case the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000the amount of Losses in excess the Deductible; provided, however, that the foregoing limitation will not apply to claims for aggregate indemnification pursuant to Section 11.1(a)(i) in respect obligation of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “the Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification (a) under Section 14.01(a)(i)(other than claims based upon fraud or willful or criminal misconduct or pursuant to Sections 11.1(a)(ithe Seller Fundamental Representations) shall be limited to US$31,000,000 and 11.1(a)(ii(b) will not exceed an amount equal under Section 14.01(a)(i) for all claims (other than claims based upon fraud or willful misconduct) shall be limited to the product of (x) twenty percent (20%) times (y) the Final Total Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price CapPrice. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11Section 15.4, Sellersif the Closing occurs, from Sellers shall, jointly and after Closingseverally, shall defend and indemnify and hold harmless Buyers, their Affiliates, Purchaser and their respective equity holders, managers, membersits directors, officers, directors, principals, attorneys, agents, employees or other representatives (collectively, “Buyers Indemnified Parties”) and Affiliates from and against and in respect of any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as claims, liabilities, obligations, losses, damages (excluding punitive, consequential and indirect damages), costs, and out of pocket expenses (including without limitation, reasonable legal, accounting and similar expenses) (individually a "Loss" and collectively, "Losses") which any of them may incur which are the direct and proximate result of, of any one or arising from, more of the following: (ia) the any breach of any covenant or agreement on the part of the representations or warranties made by Sellers any Seller in this Agreement or any Ancillary Agreement (other than a Commercial Agreement, ); (iib) any breach or non-fulfillment of any covenants or other agreements made by Sellers a representation and warranty set forth in this Agreement, Article 6; (iiic) any of the Excluded Liabilities, and ; and (ivd) any fraud, willful misconduct breach of Sellers' covenants set forth in Sections 8.7 and 14.7 or criminal acts of any violation occurring on or after the Effective Time under any Transitional Environmental Permit or Replacement Environmental Permit by the Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000their Affiliates; provided, however, that for purposes of this Section 15.1(d), Losses shall include consequential and indirect damages arising from or related to Purchaser's inability to operate the Business in the ordinary course as a result of the foregoing limitation will not apply to claims breaches or violations; provided further, however, for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant the failure of the applicable Governmental Authority to Sections 11.1(a)(ii), approve or to continue to approve Purchaser's operation of the Business during the Permit Transition Period under the Transitional Environmental Permits or thereafter under Replacement Environmental Permits shall not constitute either (iiii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its a breach of representations, warranties and Sellers' covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification Sections 8.7 and 14.7, or (ii) a violation by Sellers or their Affiliates under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap any Transitional Environmental Permit or the Purchase Price CapReplacement Environmental Permit. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11Sellers hereby indemnify Purchaser, Sellers, from and after Closing, shall indemnify and hold harmless Buyers, their Affiliates, its Affiliates and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, officers and employees or other representatives (collectively, “Buyers Indemnified Parties”) from and against any and all Indemnifiable Losses that damage, loss, liability, judgment, fine, penalty, charge and expense (including, without limitation, reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (“Damages”) incurred or suffered by any such Buyers Indemnified Party incurs as a result of, or Person arising from, out of (i) the any breach by Sellers of any of the representations representation or warranties made by Sellers warranty contained in this Agreement (other than any representation or warranty contained in Article VIII of this Agreement), (ii) any breach failure by Sellers to perform or non-fulfillment comply with any of any their respective covenants or other agreements made in each case to be performed or complied with by Sellers in pursuant to this Agreement or any Seller Ancillary Agreement (other than any covenant or agreement made or to be performed pursuant to Article VIII of this Agreement), and (iii) any Excluded Liability; provided that with respect to indemnification by Sellers for any misrepresentations or breaches pursuant to clause (i) of the Excluded LiabilitiesSection 11.2(a), and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (bx) Sellers will have no obligation shall not be liable for such misrepresentations or breaches (other than misrepresentations or breaches of Sections 4.1, 4.4, 4.15(d), 4.15(e) or 4.22, as to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(iwhich this proviso shall not apply) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all Damages with respect to such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds breaches exceed $700,000500,000, in at which event the Buyers Indemnified Parties time Sellers shall be entitled to seek indemnification under Section 11.1(a)(i) responsible for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims Damages in the aggregate exceeds excess of $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and 500,000, and (cy) Sellers’ maximum aggregate liability in respect of claims for indemnification all such misrepresentations or breaches pursuant to Sections 11.1(a)(iclause (i) and 11.1(a)(iiof Section 11.2(a) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; providedmisrepresentations or breaches of Sections 4.1, however4.4, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”4.15(d), except that Sellers’ aggregate liability in respect of claims pursuant 4.15(e) or 4.22, as to Section 11.1(a)(iiiwhich this proviso shall not apply) shall not be subject to the 20% Cap or the Purchase Price Capexceed $21 million. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11, Sellers, from From and after Closingthe Closing and subject to the provisions of this Section 12.2, Seller Parent shall indemnify indemnify, defend and hold harmless Buyers, their Affiliates, Affiliates and their respective equity holders, managers, members, officers, directors, principals, attorneysemployees, agents, employees or other representatives successors and permitted assigns, (collectively, the “Buyers Buyer Indemnified Parties”) from from, against and against in respect of any and all Indemnifiable Losses that such Buyers imposed on, sustained, incurred or suffered by, or asserted against, any of the Buyer Indemnified Party incurs as a result Parties, whether in respect of third party claims, claims between the Parties, or otherwise, directly or indirectly relating to, arising out of, or arising resulting from, based upon, with respect to or by reason of: (i) the breach of any of the representations representation or warranties warranty made by Sellers in this Agreement or any certificate delivered pursuant to this Agreement, ; (ii) any the breach or non-fulfillment of any covenants covenant or other agreements agreement made by Sellers in this Agreement or any certificate delivered pursuant to this Agreement, ; (iii) any of the Excluded Liabilities, and Liability; and (iv) any fraud, willful misconduct Indebtedness of the Business or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors;the Transferred Group at Closing to the extent not taken into account in Closing Net Cash. (b) Sellers will have no obligation Notwithstanding anything to indemnify the Buyers 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 pursuant to Section 11.1(a)(i) in respect of Indemnifiable Parties, for OC\1994682.10 any Losses arising from the out of or in connection with any breach of, or inaccuracy in, alleged breach of any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, contained in which event the Buyers Indemnified Parties this Agreement; (ii) Sellers shall be entitled to seek indemnification under Section 11.1(a)(i) have no liability for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims any claim for indemnification pursuant to Section 11.1(a)(i12.2(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; provided further, that, each claim with respect to Taxes arising out of a particular subject matter or set of facts, events or circumstances shall be treated as a separate claim with respect to such Taxes for purposes of this Section 12.2; (iii) subject to Section 12.2(c), the maximum aggregate amount of indemnifiable Losses arising out of or resulting from the causes enumerated in respect 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 breaches of, or inaccuracies in, in the representations and warranties set forth contained in Section 4.1 4.6(a) [Transferred Entities] and any such Losses shall not be counted in determining the thresholds or the Cap. (Organization; Capacityc) Notwithstanding the limitations in Section 12.2(b)(iii), if the aggregate amount of indemnifiable Losses arising as a result of inaccuracies in Section 4.2 4.20(a) and (Authorization; Noncontraventionb) [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 Losses only in excess thereof) exceeds $1,000,000,000 in excess of the Cap, (the “Acquired Assets Threshold”), and Section 4.4 Sellers shall then be liable for any such Losses in excess of the Acquired Assets Threshold, up to an aggregate maximum amount of $1,000,000,000 (Titleexclusive of any amounts paid up to the Cap). (d) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above any amounts taken into account in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation Closing Net Cash or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) Closing Date Net Working Capital shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification taken into account under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).12.2. OC\1994682.10

Indemnification by Sellers. (a) Subject Sellers agree to Article 11, Sellers, from jointly and after Closing, shall severally indemnify and hold harmless BuyersPurchaser and Delta and their respective officers, their directors, shareholders, agents, employees, Affiliates, and their respective equity holdersrepresentatives, managerssuccessors, members, officers, directors, principals, attorneys, agents, employees or other representatives (collectively, “Buyers Indemnified Parties”) and assigns from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result ofliabilities, losses, claims, costs, and damages ("Loss") and reasonable attorneys' and accountants' fees and expenses, court costs, and all other reasonable expenses, including expenses of investigation ("Expense") suffered or incurred by any of them in connection with or arising from, : (i) the any breach by any Seller of any warranty or the inaccuracy of the representations or warranties made by Sellers any representation of any Seller contained in this Agreement, Agreement or in any agreement or instrument contemplated by this Agreement (including any Schedule or Exhibit hereto); (ii) any breach or non-fulfillment by any Seller of any of its, his, or her obligations or covenants or other agreements made by Sellers contained in this Agreement, Agreement or in any agreement or instrument contemplated by this Agreement (including any Schedule or Exhibit hereto); (iii) any of noncompliance by Sellers with respect to any applicable bulk sales law; and (iv) the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that (1) Sellers shall have no liability with respect to the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth described in Section 4.1 4.1(i) until the total of all Loss and Expense with respect to such indemnification exceeds One Hundred Thousand Dollars (Organization; Capacity$100,000) (the "Threshold Limitation"), at which time Sellers shall be liable for all Loss and Expense in excess of the Threshold Limitation; (2) the aggregate liability of Sellers for Loss and Expense with respect to the indemnification described in Section 4.2 4.1(i) shall not exceed, on an aggregate basis, Five Million Dollars (Authorization$5,000,000) (the "Amount Limitation"); Noncontravention(3) the aggregate liability of Natalie Grof for Loss and Expense with respect to the indemnification xxxxxxxxx xn Sections 4.1(i), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii4.1(iii) and (iv4.1(iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product one-half (1/2) of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”"Owner Amount Limitation"); and (4) for its breach the aggregate liability of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only Blaine Halvorson with respect to the portion of the Purchase Price allocable to such Facility or Facilities as set forth indemnification described in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”Secxxxxx 0.0(x), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii0.1(iii) and 4.1(iv) shall not be subject exceed the Owner Amount Limitation. Notwithstanding the foregoing, the Amount Limitation shall not apply to the 20% Cap or the Purchase Price Cap. (dindemnification described in Section 4.1(i) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach the representations and warranties of any representationSellers under Sections 2.1.1(b) (Authorization); 2.1.15 (Tax Matters), warranty or covenant if any officer2.1.16 (Compliance with ERISA), director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. and 2.1.18 (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(bEnvironmental) or to those representation and warranties of Sellers in Article 2 regarding title to and encumbrances against the 20% Cap or the Purchase Price Cap in Section 11.1(c)Assets.

Indemnification by Sellers. (a) Subject to Article 11, Sellers, from Sellers jointly and after Closing, severally shall indemnify and hold harmless Buyers, their Affiliates, Buyer and their respective equity holders, managers, membersBuyer's employees, officers, directors, principals, attorneys, agents, employees or other representatives directors and stockholders (collectively, “Buyers "Buyer ----- Indemnified Parties”") harmless from and against against, and agree promptly to defend ------------------- Buyer from and reimburse Buyer Indemnified Parties for, any and all Indemnifiable Losses that such Buyers losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including, without limitation, reasonable attorneys' fees and other legal costs and expenses) which Buyer Indemnified Party incurs Parties may at any time suffer or incur, or become subject to, as a result of, of or arising from, in connection with: (i) the any breach or inaccuracy of any of the representations or and warranties made by Sellers any Seller in or pursuant to this Agreement, or in any instrument, certificate or affidavit delivered by any Seller at the Closing in accordance with the provisions of any Section hereof; (ii) any breach failure by any Seller to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or non-fulfillment obligations under this Agreement or under any of the documents and materials delivered by any covenants or other agreements made by Sellers in Seller pursuant to this Agreement, ; (iii) the Retained Liabilities or the Retained Assets; (iv) the operation or ownership of the Businesses, the Purchased Assets or the SouthCom Assets prior to the Closing (except for the Assumed Liabilities); or (v) any suit, action or other proceeding brought by any governmental authority or Person arising out of, or in any way related to, any of the Excluded Liabilitiesmatters referred to in Sections 7.1(a)(i), and (iv) any fraud7.1(a)(ii), willful misconduct 7.1(a)(iii), or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors;7.1(a)(iv). (b) The amounts for which Sellers will have no obligation shall be liable under Section 7.1(a) of this Agreement shall be net of (i) any insurance proceeds payable to Buyer Indemnified Parties in connection with the facts giving rise to the right of indemnification and (ii) any tax benefits received by or accruing to the Buyer Indemnified Parties. (c) Notwithstanding any other provision to the contrary, Sellers shall not be required to indemnify the Buyers and hold harmless Buyer Indemnified Parties pursuant to Section 11.1(a)(i7.1(a)(i) in or 7.1(a)(v) (to the extent applicable to Section 7.1(a)(i)), unless: (i) Buyer has asserted a claim with respect of Indemnifiable Losses to such matters within twenty-four (24) months after the Closing, except with respect to matters arising from the breach of, under Section 3.16 or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,0003.21 hereof, in which event Buyer must have asserted a claim within the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect applicable statute of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollarlimitations; and (cii) Sellers’ aggregate liability in respect of such claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product aggregate of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations$15,000, warranties and covenants other than the at which time Sellers Fundamental Representations; provided, however, if any shall pay all such breach of representation or warranty is specific claims up to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an maximum amount equal to the Purchase Price (after adjustment to the “Cash Purchase Price Cap”), except that Sellers’ aggregate liability in respect portion of claims the Purchase Price pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c2.4).

Indemnification by Sellers. (a) Subject to Article 11, Sellers, from From and after Closingthe Closing Date, subject to the provisions of this Article 9, Sellers shall jointly and severally indemnify Buyer, its Affiliates and hold harmless Buyers, their Affiliates, and each of their respective equity holders, managers, members, officers, directors, principalsemployees, attorneysagents and representatives, agentsagainst and hold them harmless from any loss, employees claim, damage, liability, cost or expense (including reasonable fees and expenses of lawyers, accountants, investigators, experts and other representatives professionals) (collectively, “Buyers Indemnified Parties”a "Loss") suffered or incurred by any such indemnified party to the extent arising from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or arising from, (i) the any breach of any representation or warranty of the representations either Seller contained in -75- <Page> this Agreement or warranties made by Sellers in this Agreementany certificate delivered pursuant to Sections 8.1 and 8.2, (ii) any breach nonfulfillment of or non-fulfillment failure to comply with any covenant or agreement of Sellers or any covenants or other agreements made by Sellers of them contained in this Agreement or any Collateral Agreement, (iii) any of the Excluded Liabilities, and (iv) without limiting the generality of the foregoing, any fraudliability, willful misconduct obligation or criminal acts commitment resulting or arising from the ownership, operation or condition of the Business or the Assets (other than the Toledo Plant Assets) on or prior to the Closing Date (except to the extent arising from Buyer's operation on the Closing Date) or from the ownership, operation or condition of the Toledo Plant Assets on or prior to the Toledo Plant Closing Date (except to the extent arising from Buyer's operation on the Toledo Plant Closing Date), or from the ownership, operation or condition of each Other Business on or prior to the Closing Date (except to the extent arising from Buyer's operation on the Closing Date), in each case other than Assumed Liabilities or other obligations which Buyer has expressly agreed to pay pursuant to this Agreement or the Collateral Agreements, (v) any liability or obligation resulting from any failure of Sellers or its officersBuyer to comply fully with any applicable bulk transfer Laws or any Tax Laws relating to the obligations of a buyer of assets in bulk transfer, except to the extent they constitute Assumed Liabilities, Transfer Taxes or other obligations which Buyer has expressly agreed to pay pursuant to this Agreement or the Collateral Agreements; (vi) the failure of Sellers to have the right prior to Closing (or of Buyer to have the right after Closing if Buyer conducts the applicable operations of the Business in substantially the same manner as Sellers conducted such applicable operations prior to Closing) to use the Lemelson Patents or the Research Resources Patent or any of them or any intellectual property subject thereto in connection with the Business or each Other Business; (vii) any additional Taxes (calculated as set forth in Section 9.6(e)) of the Buyer or Windmill (or successors thereto) for Tax periods (or portions thereof) beginning after the Closing Date that would not have arisen but for an increase in the fair market value of the Stock above the amount set forth on SCHEDULE 2.2 as a result of any adjustment by a Taxing Authority made in an audit or other Tax proceeding; and (viii) any liability, obligation or commitment of Windmill or Buyer arising out of Windmill's existence, operations or ownership of assets on or prior to the Closing Date (except to the extent arising from Buyer's operation on the Closing Date) or the ownership of the Stock prior to Closing (provided that Tax liabilities and obligations shall not be governed by the above provisions of this clause (viii) and shall instead be governed by Section 2.6(f), the definition of "Excluded Taxes" and clause (vii) of this Section 9.2); PROVIDED, HOWEVER, that, notwithstanding any provision of this Agreement to the contrary, (a) Sellers' liability or obligation hereunder relating to or arising from the presence of any Hazardous Material in, on or under the Toledo Plant shall not apply to the extent that (x) such Hazardous Material was not classified as a Hazardous Material as of the Toledo Plant Closing Date, (y) if the quantity or other aspect of such Hazardous Material is regulated under any Environmental Law as of the Toledo Plant Closing Date, the quantity or such other aspect was then in compliance with the applicable regulation, or (z) such liability or obligation shall have been caused by the negligent act or omission of Buyer or Buyer's Affiliates or successors or their respective employees, directors, members, shareholders, employeesofficers, agents or representatives, and independent contractors; (b) Sellers will shall be liable for the costs of any cleanup, remediation or other action in response to or in connection with any Excluded Environmental Liability only to the extent that: (A) such cleanup, remediation or other action is reasonably necessary in accordance with prevailing standards and is conducted in a commercially reasonable manner (without regard to the availability of indemnification hereunder); and (B) Buyer agrees to assign to Sellers any rights or claims it or its Affiliates might have no obligation against any third parties to indemnify recover the Buyers Indemnified Parties pursuant cost of such cleanup, remediation or other -76- <Page> action subsequent to Section 11.1(a)(i(x) completion thereof and full payment by Sellers of all of their obligations in respect thereof or (y) Sellers' payment to Buyer of the estimated cost of such obligations and Sellers' agreement, by instrument in form and substance and with an obligor reasonably acceptable to Buyer, to (1) pay any additional amounts necessary to pay in full all of their obligations in respect thereof and (2) in respect the case of Indemnifiable either (x) or (y) above in this clause (B), indemnify Buyer against any and all claims, counterclaims and other liabilities asserted against Buyer or any party for which Buyer is liable in connection therewith. Sellers shall be provided a reasonable opportunity to monitor any cleanup, remediation or other action (either directly or through reports from third parties reasonably acceptable to Sellers) for which Sellers are liable or potentially liable hereunder. The foregoing limitations shall not limit any liability of Sellers for matters arising in connection with Hazardous Materials which arise independently of this Agreement. Notwithstanding anything to the contrary in this Section 9.2, no liability shall arise or be attributable to Pillsbury prior to the Closing for indemnification obligations, if any, of Sellers hereunder related to Losses to the extent arising (a) from the any breach of, or inaccuracy in, of any representation or warranty described therein unless in Section 3.19 or (b) with respect to the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000Toledo Plant, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and clause (iv) are not subject to the monetary limitation set forth above in of this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap9.2. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11Sections 8.1 and 8.4, after the Closing, (x) the Sellers, from and after Closingother than any Designated Seller, shall indemnify and hold harmless Buyers, their Affiliates(severally, and their respective equity holdersnot jointly, managerswith respect to Article III, members, officers, directors, principals, attorneys, agents, employees or other representatives and otherwise jointly and severally) and (collectively, “Buyers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or arising from, (iy) the breach of Designated Sellers shall, severally and not jointly (and notwithstanding that any such Designated Seller shall not make or give any of the representations or warranties made by Sellers in this AgreementArticle IV, as provided in Section 9.18), protect, defend, indemnify and hold harmless each of the Freedom Indemnified Parties, from and against all Damages arising, directly or indirectly, from or in connection with: (iia) any breach or non-fulfillment of any covenants representation or warranty made in Article III or Article IV of this Agreement (excluding any breach of any representation or warranty made in Article III or Article IV of this Agreement with respect to income Taxes (as to which see Section 8.2(d) below)); provided that any indemnification obligation hereunder for any breach of any representation or warranty made in Article III shall be solely and exclusively the obligation of a Seller that breaches any such representation or warranty and no other agreements made by Sellers in this AgreementSeller shall have any liability (joint, (iiiseveral or otherwise) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractorswith respect thereto; (b) any breach of any covenant, agreement or other obligation of the Sellers will have no contained in this Agreement or in any other Transaction Document (excluding any breach of any covenant, agreement or other obligation of the Sellers contained in this Agreement or in any other Transaction Document with respect to indemnify income Taxes (as to which see Section 8.2(d) below)); (c) the Buyers Indemnified Parties pursuant investigation referred to in the Proxy Statement under the heading “Legal and Regulatory Proceedings—Vivendi”; provided, that for purposes of this Section 11.1(a)(i8.2(c), Damages shall mean solely judgments, fines, penalties, and amounts paid in settlement and shall not include costs of investigation and defense, fees and expenses of legal counsel, accountants and other professional advisors or other Damages of any kind; (d) all income Taxes of the Companies for all taxable periods (or portions thereof) ending on or before the Closing Date in respect excess of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by income Taxes included on the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000Closing Net Cash Statement; provided, however, that the foregoing limitation will Sellers shall not apply to be liable under this Section 8.2(d) unless and until the aggregate amount of claims for indemnification pursuant to which the Sellers would otherwise be liable under this Section 11.1(a)(i8.2(d) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 exceeds $15,000,000 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For for the avoidance of doubt, once the aggregate amount of claims for indemnification pursuant to Sections 11.1(a)(ii)exceeds $15,000,000, (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims Sellers shall be subject to indemnification only when liable for the entire amount of such claims in the aggregate exceeds $20,000 at which point the right (subject to be indemnified shall apply to Section 8.4), including all claims from of the first dollar; and$15,000,000). In the case of a taxable period that includes (but does not end on) the Closing Date, the amount of income Taxes for the portion of the taxable period ending on the Closing Date shall be determined based on an interim closing of the books as of the close of business on the Closing Date; (ce) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its any breach of representations, warranties and covenants other than any Laws relating to financial services in consequence of the Sellers Fundamental Representationsissue or transfer of partnership interests of GLG Partners LP to Albacrest or Laurel Heights; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then that the foregoing calculations Sellers shall not be applied only to liable under this Section 8.2(e) unless and until the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect amount of claims for indemnification which the Sellers would otherwise be liable under this Agreement will not exceed an Section 8.2(e) exceeds $15,000,000 (for the avoidance of doubt, once the aggregate amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) exceeds $15,000,000, the Sellers shall not be subject to liable for the 20% Cap or entire amount of such claims, including all of the Purchase Price Cap.first $15,000,000); (di) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach continuing existence after the Closing Date of any representation, warranty agreement or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, arrangement existing at any time prior to the Closingdate hereof between and among the shareholders of any of GLG Partners Limited, GLG Holdings Limited, GLG Partners Services Limited, GLG Partners (Cayman) Limited or GLG Partners Asset Management Limited and relating to such companies or any of their Subsidiaries to which such breach agreements apply or (ii) the termination after the Closing Date of any such agreement or arrangement with any of the eventsCompanies; provided, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to however, that the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 Sellers shall not be subject liable under this Section 8.2(f) unless and until the aggregate amount of claims for which the Sellers would otherwise be liable under this Section 8.2(f) exceeds $15,000,000 (for the avoidance of doubt, once the aggregate amount of claims exceeds $15,000,000, the Sellers shall be liable for the entire amount of such claims, including all of the first $15,000,000); provided further, that a Seller shall not be liable under this Section 8.2(f) with respect to any such agreement or arrangement to which it was not a party; or (g) the monetary limitation set forth existence on or after the Closing Date of any of the shares referred to in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c)6.17.

Indemnification by Sellers. (a) Subject to the terms and conditions of this Article 11X, Sellersand as Buyer's sole and exclusive remedy (in contract, from tort or otherwise) in connection with the transactions contemplated by this Agreement, Sellers jointly and after Closingseverally agree to reimburse, shall indemnify and hold harmless BuyersBuyer, their Affiliates, its present and future Affiliates and their respective equity holders, managers, membersdirectors, officers, directorsagents and representatives (each a "Buyer Indemnified Party") harmless from, principalsagainst and in respect of any and all damage, attorneysloss, agentsliability, employees claim, deficiency or other representatives expense (including reasonable legal expenses and costs) resulting from, or which exist or arise due to, any of the following (collectively, “Buyers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or arising from, the "Buyer Claims"): (i) the any untruth, inaccuracy, breach of any of or omission of, from or in the representations or and warranties made by Sellers in this Agreement, other than those representations and warranties contained in Sections 4.2 and 4.9; (ii) any untruth, inaccuracy, breach or non-fulfillment of any covenants omission of, from or other agreements in the representations and warranties made by Sellers in Section 4.2 of this Agreement, ; (iii) any untruth, inaccuracy, breach or omission of, from or in the representations and warranties made by Sellers in Section 4.9 of the Excluded Liabilities, and this Agreement; (iv) the nonfulfillment of any fraud, willful misconduct covenant or criminal acts agreement of Sellers pursuant to this Agreement; (v) noncompliance by Sellers with any "bulk sales laws" or its officerssimilar codification of Article 6 of the Uniform Commercial Code; (vi) any claims made by third parties against Buyer relating to the Excluded Liabilities described in Sections 3.2(c), directors3.2(e), membersand 3.2(h); and (vii) any claims made by third parties against Buyer relating to Taxes or the Litigation as described in Sections 3.2(a) or 3.2(b); and (viii) any claims made by third parties against Buyer relating to Excluded Liabilities other than those described in (vi) and (vii) above; together with any and all actions, shareholderssuits, employeesclaims, agents proceedings, investigations, audits, demands, assessments, fines, judgments, costs and independent contractors;other expenses (including, without limitation, reasonable audit and legal fees) incurred by a Buyer Indemnified Party in connection therewith. Notwithstanding the first sentence of this Section 10.1(a) regarding the sole and exclusive nature of the remedy provided by this Section 10.1, if any third party files suit against a Buyer Indemnified Party seeking payment of any Excluded Liability, such Buyer Indemnified Party may join the responsible Seller as a third party defendant in such suit, or if such joinder is not possible, may take any other legal action that it deems appropriate regarding such Excluded Liability. (b) The obligations of Sellers will have no obligation pursuant to indemnify this Section 10.1 (x) shall terminate on the Buyers one year anniversary of the Closing Date, (y) shall not apply to any Buyer Claims, or the costs of defense thereof, until the aggregate of all losses, liabilities, damages and expenses actually incurred by all Buyer Indemnified Parties pursuant resulting therefrom total an aggregate of US$2,000,000 (the "Buyer Threshold"), in which event this indemnity shall apply to Section 11.1(a)(iall subsequent Buyer Claims in excess of the Buyer Threshold, and (z) in respect of Indemnifiable Losses arising from the breach ofshall be limited to, or inaccuracy inand shall not exceed, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered the Purchase Price actually received by Sellers pursuant to this Agreement (the Buyers Indemnified Parties exceeds $700,000"Liability Cap"), in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(iEXCEPT THAT: (i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification any Buyer Claim pursuant to Section 11.1(a)(i10.1(a)(iii) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 shall survive the Closing indefinitely; (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Titleii) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification any Buyer Claim pursuant to Sections 11.1(a)(ii), (iii10.1(a)(ii) or 10.1(a)(vi) shall survive the Closing indefinitely and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap.Buyer Threshold; (diii) Anything herein any Buyer Claim pursuant to Section 10.1(a)(vii) shall survive the contrary notwithstandingClosing indefinitely, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth Buyer Threshold, and shall not be subject to the Liability Cap; and (iv) any Buyer Claim made in accordance with Section 11.1(b) or 10.3 prior to the 20% Cap or the Purchase Price Cap in Section 11.1(c)expiration of any applicable survival period shall survive until resolved.

Indemnification by Sellers. (a) Subject to Article 11Sellers shall jointly and severally indemnify, Sellersdefend, from and after Closing, shall indemnify and hold harmless Buyers, their Affiliates, Purchaser and their respective equity holdersits directors, managers, members, shareholders officers, directors, principals, attorneys, agents, employees or other representatives and Affiliates (collectively, the “Buyers Purchaser Indemnified Parties”) ), from and against any losses, damages, judgments, awards, settlements, royalties, penalties, fines, Taxes, demands, Claims, costs and all Indemnifiable Losses expenses (including reasonable fees and expenses of attorneys and other reasonable litigation costs) (collectively, the “Indemnified Losses”) that such Buyers the Purchaser Indemnified Party incurs Parties may at any time following the Closing incur, or become subject to, as a result of, or arising from, in connection with or relating to: (ia) the any breach or inaccuracy of any of the representations or warranties made by the Sellers in this Agreement; (b) any breach of any covenant, agreement or undertaking of the Seller Parties in this Agreement; (c) any Fraud of a Seller Party; (d) the Excluded Assets; (e) the Retained Liabilities; (f) any matters described on Schedule 5.07(a), Schedule 5.07(b), Schedule 5.12(e), Schedule 5.21(b), Schedule 5.25(l) and Schedule 5.25(m) and any other Claims that as of the Effective Time are pending, or, to Sellers’ Knowledge, threatened against or affecting, or pending or threatened by, any Seller; (g) with respect to the period prior to the Effective Time, any Liabilities, including Claims, related to or arising from the ownership, operation or management of the White Oak Business, the Acquired Assets, the Facilities, the Pharmacy Location, the WO Unimproved Parcels, or the WO Headquarters, in each case not disclosed by Sellers in this Agreement; (h) any amount subject to “clawback” from Medicare, Medicaid or other Health Care Program with respect to the period prior to the Effective Time, including any redetermination, repayment, recoupment or adjustment to any amounts to or from any Health Care Program with respect to any of the Facilities, the Pharmacy Location and the White Oak Business relating to the period prior to the Effective Time, regardless of whether Purchaser assumes the provider agreements following the Effective Time, including any retroactive or Audit matters which relate to the period prior to the Effective Time regardless of when initiated; (i) any Liability relating to Resident Trust Funds prior to the Effective Time or in the event the amount of the Resident Trust Funds transferred to Purchaser pursuant to a Transaction Document does not represent the full amount of the Resident Trust Funds delivered Purchaser or its Affiliates; (j) obligations relating to Taxes, including, without limitation, (i) any Liability of Sellers for any Transfer Taxes and any other Taxes arising in connection with the consummation of the Transactions, (ii) any breach Taxes for which Sellers are liable pursuant to Sections 9.04(d), (e) or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (h) and (iii) any of retroactive adjustments to Taxes made by a Governmental Authority that relate to the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractorsperiod prior to the Effective Time; (bk) Sellers will have no obligation to indemnify any Claim arising during the Buyers Indemnified Parties pursuant to Section 11.1(a)(ifive (5) year period following the Effective Time from or in respect connection with asbestos containing materials present at the Property or the Facilities, including abatement, removal, disposal, containment encapsulation, reporting, and/or monitoring of Indemnifiable Losses or exposure of any Person to, asbestos containing materials, but excluding any Claim arising from or in connection with (i) any voluntary renovation or demolition that Purchaser conducts or causes to be conducted at the breach of, Property or inaccuracy in, the Facilities after the Effective Time (other than asbestos containing materials discovered or disturbed during the course of routine repair or maintenance) or (ii) any representation or warranty described therein unless disturbance of the aggregate amount of all such Indemnifiable Losses incurred or suffered by FIN 47 Asbestos Materials identified in the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled attachments to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (TitleSchedule 11.01(k) (collectively, “Sellers Fundamental Representations”whether disturbed through voluntary renovation or demolition or through routine repair or maintenance). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (cl) Sellers’ aggregate liability in respect any obligations for the repayment or misuse of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of COVID-19 Funds; and (x) twenty percent (20%) times (ym) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as matters set forth in on Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”11.01(m), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11, Sellers, from From and after Closing, each Seller shall indemnify and hold harmless Buyers, their CCI and its Affiliates, and their respective equity holders, managers, membersdirectors, officers, directorsemployees, principalsagents and representatives, attorneysand any Person claiming by or through any of them, agentsas the case may be, employees or other representatives (collectively, “Buyers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result ofand Expenses arising out of or resulting from: (a) Any representations and warranties made by either Seller, any MNH Entity, Xxxxxxxx, Xxxxxxxxx or arising from, (i) the breach of any of the representations or warranties made by Sellers Ultimate Equity Holders in this AgreementAgreement or in any Transaction Document not being true and accurate in all material respects, (ii) any breach when made or non-fulfillment of any covenants or other agreements made by Sellers at Closing, provided that indemnification under this paragraph is sought within the applicable time periods and in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractorsmanner stated in Section 10.5; (b) Sellers will have no Any failure by either Seller, any MNH Entity, MNHP, NHA, Meredith, Ingersoll or any of the Ultimate Equity Holders to perform in all material respects any of its covenants, agreements, or obligations in this Agreement or in any Transaction Document; (c) Any indebtedness, liability or obligation set forth on Schedule 4.6 to indemnify the Buyers Indemnified Parties extent not provided for in determining the Purchase Price (either as (i) an inclusion in the consolidated liabilities of the MNH Entities to be deducted pursuant to Section 11.1(a)(i8.3(b)(i)(A)(I)(x) in respect determining the Purchase Price or (ii) as an inclusion in the Consolidated Current Liabilities to be deducted pursuant to Section 8.3(b)(iv)(E) in determining the Working Capital Adjustment); and (d) The non-delivery or non-obtaining on or before the Closing Date of Indemnifiable any Sellers Required Consents to the extent that the aggregate Losses and Expenses arising from the breach ofout of or resulting therefrom, or inaccuracy in, any representation or warranty described therein unless together with the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect and Expenses arising out of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under from any Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).3.1

Indemnification by Sellers. (a) Subject to the terms and conditions of this Article 11, SellersIX, from and after the Closing, shall indemnify Sellers, on a several and not joint basis in accordance with each Seller’s Pro Rata Share, agree to indemnify, defend and hold harmless BuyersBuyer and Buyer’s Affiliates (including the Acquired Companies from and after the Closing), and each of their respective Affiliates, and their respective equity holdersequityholders, partners, directors, managers, members, officers, directorsemployees, principals, attorneysadvisors, agents, employees or other representatives representatives, successors and assigns (collectivelyeach, a “Buyers Buyer Indemnified PartiesParty”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result ofsuffered, incurred or sustained by, or arising imposed upon, the Buyer Indemnified Parties resulting from, related to or arising out of: (i) the any breach of any representation and warranty made by the Acquired Companies in Article III of this Agreement or any Ancillary Agreement (other than the Excluded Agreements); (ii) any breach or non-fulfillment of any covenant or agreement contained in (A) this Agreement or (B) any Ancillary Agreement (other than the Excluded Agreements) required to be performed by any Acquired Company at or prior to the Closing; (iii) any Fraud by or on behalf of any Acquired Company; (iv) any Indemnified Taxes; (v) any Closing Indebtedness or Transaction Expenses, in each case, that are not paid in full as of the Closing, except to the extent such Indebtedness or Transaction Expenses are actually included in the calculation of the Final Purchase Price; (vi) any actual or alleged errors, omissions or inaccuracies in the Closing Statement or Annex I; and (vii) any Action asserted or initiated by any Person claiming to be an owner of any Equity Securities of any Acquired Company. (b) Subject to the terms and conditions of this Article IX, from and after the Closing, each Seller, on a several and not joint basis, subject to Section 9.1(c), solely with respect to such Seller and no other Person, agrees to indemnify, defend and hold harmless each Buyer Indemnified Party from and against any and all Losses suffered, incurred or sustained by, or imposed upon, the Buyer Indemnified Parties resulting from, related to or arising out of: (i) any breach of any representations or and warranties made by Sellers such Seller in Article IV of this AgreementAgreement or any Ancillary Agreement (other than the Excluded Agreements), (ii) any breach or non-fulfillment of any covenants covenant or agreement contained in this Agreement or any Ancillary Agreement (other agreements made than the Excluded Agreements) required to be performed by Sellers such Seller or (iii) any Fraud by or on behalf of such Seller. For purposes of clarity, subject to Section 9.1(c), no Seller shall be required to indemnify any Buyer Indemnified Party against any Losses arising from any breach by the other Sellers. (c) Notwithstanding anything to the contrary set forth in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach claim for indemnification under Section 9.1(a), none of Sellers that are Xxxxx Xxxxxxx, but not BMP Sellers, will have any representationliability for any such claim if such claim relates solely to BMP. In the event of such a claim related solely to BMP, warranty or covenant the Pro Rata Share of each BMP Seller will be 50%, but only for this limited purpose. The Sellers shall indemnify the Buyer Indemnified Parties on a joint and several basis with respect to all Losses recovered by the Buyer Indemnified Parties from the Indemnity Escrow Funds; provided, that, the amount, if any officerany, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior the Indemnity Escrow Funds ultimately released to the Closing, Sellers will be proportionately adjusted to take into account the increased Pro Rata Share of Sellers for any Losses otherwise payable by such breach or of Seller which are satisfied from the events, circumstances or conditions constituting or resulting in such breachIndemnity Escrow Funds. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject Each Seller agrees, severally (and not jointly and severally), to Article 11, Sellers, from indemnify Buyer and after Closing, shall indemnify and hold harmless Buyers, their Affiliates, and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives (collectively, “Buyers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or arising from, (i) the breach of any of the representations or warranties made by Sellers in this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors;stockholders (collectively, the "Buyer Indemnified Parties") and hold them harmless against any loss, liability, deficiency, damage, expense or cost (including reasonable legal expenses), (collectively, "Losses"), on a dollar for dollar basis, which Buyer Indemnified Parties may suffer, sustain or become subject to, as a result of any misrepresentations in the representations and warranties of the Sellers in Section 2.5, provided however that each Seller's liability under this Section 9.2(a) shall be limited to the total consideration received hereunder for such Seller's Shares. The forgoing provisions of this Section 9.2(a) shall be the sole and exclusive remedy available to the Buyer Indemnified Parties for any breach of said Section 2.5. (b) Sellers will have no obligation Subject to the limitations of Section 9.2(d), the Primary Shareholders agree to indemnify the Buyers Buyer Indemnified Parties in full and hold them harmless against any Losses which Buyer Indemnified Parties may suffer, sustain or become subject to, as a result of any misrepresentation in any of the representations and warranties of the Primary Shareholders contained in this Agreement or in any exhibits, schedules, certificates or other documents delivered or to be delivered by or on behalf of Sellers pursuant to the terms of this Agreement or otherwise referenced or incorporated in this Agreement (collectively, the "Related Documents"). (c) Subject to the limitations of Section 11.1(a)(i) 9.2(d), the Sellers agree to indemnify the Buyer Indemnified Parties in respect full and hold them harmless against any loss, liability, deficiency, damage, expense or cost (including reasonable legal expenses), which Buyer Indemnified Parties may suffer, sustain or become subject to, as a result of Indemnifiable Losses arising from the any breach of, or inaccuracy infailure to perform, any representation agreement of Sellers contained in this Agreement or warranty described therein unless any of the Related Documents. (d) Notwithstanding any other provisions of this Agreement to the contrary, the indemnification provided for in Section 9.2(b) and (c) above is subject to the following limitations: (i) The Primary Shareholders will be liable to the Buyer Indemnified Parties with respect to claims referred to in Section 9.2(b) and (c) only if the Buyer Indemnified Parties give the Primary Shareholders written notice thereof before the Limitation Date. (ii) The Sellers will not be liable to the Buyer Indemnified Parties with respect to any claim referred to in Sections 9.2(b) and (c) if (A) the facts and circumstances giving rise to such claim were set forth on any section of the Disclosure Schedule, or (B) the facts and circumstances giving rise to such claim were disclosed to Buyer in writing prior to the Closing Date; (iii) no amount of indemnity shall be payable pursuant to Sections 9.2(b) and/or (c) unless, until and only to the extent that the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Buyer Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iiib) and (c) exceeds $175,000 (the "Deductible"); (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the aggregate amount of such claims all payments made by each of the Primary Shareholders in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect satisfaction of claims for indemnification pursuant to Sections 11.1(a)(i9.2(b) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iiic) shall not be subject to exceed ten percent (10%) of the 20% Cap amount of consideration received by each Primary Shareholder for the sale of his or the Purchase Price Cap.her Shares; and (dv) Anything herein the amount of any indemnification payment required to be made by the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled Primary Shareholders pursuant to indemnification under this Agreement Sections 9.2(b) and (c) with respect to any breach a particular claim for indemnification shall be reduced by: (1) the amount of any representation, warranty tax benefits actually received by the Purchaser or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior the Company with respect to the Closingtax year that the events giving rise to such claim arose and (2) the amount of insurance proceeds actually received as a result of the events giving rise to such claim; provided that if such benefits or proceeds will be (or are) received after the date on which such indemnification payment is due, the Primary Shareholders shall make such indemnification payment when due and, when such benefits or proceeds are received, the Purchaser shall (or shall cause the Company to) pay the Primary Shareholders the amount of such breach benefits or of proceeds that the events, circumstances or conditions Sellers had made constituting or resulting in such breachindemnification payment. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11, Sellers, from From and after Closingthe Closing Date, and subject to the limitations set forth in this Agreement, each Seller shall severally, and not jointly and severally, indemnify and hold harmless Buyersthe Acquiror, their Affiliates, and its Affiliates and/or their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives Representatives (collectively, the “Buyers Acquiror Indemnified Parties”), for and will pay to the Acquiror Indemnified Parties the amount of, any Losses (other than (i) Losses resulting from a breach or inaccuracy of the representations and against any and all Indemnifiable Losses warranties of the Company contained in Section 4.15 with respect to taxable periods other than Pre-Closing Tax Periods or (ii) that are described in the exception to the definition of Indemnified Taxes) that such Buyers Acquiror Indemnified Party incurs as a result ofmay suffer or incur based upon, attributable to or arising from, : (i) the breach of any of the representations or warranties made by Sellers in this Agreement, (iia) any breach or non-fulfillment inaccuracy of any covenants representation or other agreements made by Sellers warranty of such Seller contained in ARTICLE III of this Agreement, (iii) Agreement or in any of the Excluded Liabilities, and certificates or other instruments or documents furnished by such Seller hereunder (iv) without giving effect to any fraud, willful misconduct “material,” “materially,” “materiality,” “Material Adverse Effect” or criminal acts of Sellers similar qualifications contained in any such representation or its officers, directors, members, shareholders, employees, agents and independent contractorswarranty); (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the any breach of, or inaccuracy in, of any representation or warranty described therein unless of the aggregate amount Company contained in ARTICLE IV of all such Indemnifiable Losses incurred this Agreement or suffered in any of the certificates or other instruments or documents furnished by the Buyers Indemnified Parties exceeds $700,000, Company hereunder (without giving effect to any “material,” “materially,” “materiality,” “Material Adverse Effect” or similar qualifications contained in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, any such representation or inaccuracies in, representations and warranties set forth warranty (other than those contained in Section 4.1 4.06 (Organization; CapacityAbsence of Certain Changes), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and; (c) any breach of any covenant or agreement contained in or made pursuant to this Agreement of (i) the Company prior to the Closing or (ii), the Sellers or the Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap.Representative; (d) Anything herein to the contrary notwithstanding, no Buyer any Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach.Taxes; (e) Anything herein any claims relating to the contrary notwithstanding, obligations allocation of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) Estimated Consideration or Final Consideration among the 20% Cap or the Purchase Price Cap in Section 11.1(c).Sellers;

Indemnification by Sellers. (a) Subject to Article 11the limitations contained in Section 10.4, Sellerseach Seller shall severally indemnify, from and after Closing, shall indemnify defend and hold harmless BuyersBuyer, their Affiliates, and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives (collectively, “Buyers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or arising from, (i) the breach of any of the representations or warranties made by Sellers in this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, membersemployees, shareholdersconsultants, employeesowners, agents and independent contractors; Affiliates (b) Sellers will have no obligation to indemnify including the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) Target Companies), regardless of any investigation made by Buyer or on its behalf, for, against, from and in respect of Indemnifiable Losses any and all losses, damages, costs and expenses of any kind and nature whatsoever (including interest and penalties, reasonable expenses of investigation and court costs, reasonable attorneys' fees and disbursements and the reasonable fees and disbursements of other professionals incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder) (collectively, "Losses") which may be sustained or suffered by any of them arising out of or resulting from the any breach of, or inaccuracy misrepresentation contained in, any representation or warranty described therein unless the aggregate amount of all made by such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, Seller in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000Article 2; provided, however, that such Seller's obligation under this Section 10.2(a) with respect to Losses shall not exceed in the foregoing limitation will not apply aggregate the consideration such Seller received for the Shares. (b) Subject to claims for indemnification pursuant to the limitations contained in Section 11.1(a)(i) 10.4, each Seller shall, jointly and severally, indemnify, defend and hold harmless Buyer, its officers, directors, employees, consultants, owners, agents and Affiliates (including the Target Companies), regardless of any investigation made by Buyer or on its behalf, for, against, from and in respect of breaches any and all Losses which may be sustained or suffered by any of them arising out of, resulting from or pertaining to: (i) any breach of, or inaccuracies misrepresentation contained in, representations and warranties set forth any representation or warranty made by the Insider Stockholders in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification this Agreement or in any certificate delivered pursuant to Sections 11.1(a)(ii), this Agreement regardless of when such breach or misrepresentation was discovered; (ii) any failure of any Insider Stockholder to perform any covenant or agreement hereunder or fulfill any other material obligation in respect hereof; (iii) all Taxes of Target and the Target Companies for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (ivbut does not end on) are not subject the Closing Date; all Taxes of any member of an affiliated, consolidated, combined or unitary group (or similar regime) of which Target or any of the Target Companies (or any predecessor of any of the foregoing) is or was a member on or prior to the monetary limitation set forth above in this Section 11.1(b)Closing Date, and with respect to which Treasury Regulations (S) 1.1502-6 or any analogous or similar state, local or foreign law or regulation would apply; however, such claims shall be subject to indemnification only when the amount and any and all Taxes of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and any Person (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than Target and the Sellers Fundamental RepresentationsTarget Companies) imposed on Target or the Target Companies as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring before the Closing Date; provided, however, if that any such breach of representation net operating loss, credit, deduction, allowance or warranty is specific to a Facility carryback otherwise applicable and available that originates in any taxable period ending on or fewer than all Facilities, then before the foregoing calculations Closing Date shall be applied only utilized by Buyer, to the portion of the Purchase Price allocable extent reasonably possible, to such Facility or Facilities as set forth in Schedule 2.6 mitigate any amount otherwise owing to Buyer under this Section 10.2(b)(iii); and provided further, that for purposes of determining this Section 10.2(b)(iii), the 20% Cap. Seller’s aggregate liability amount of Taxes otherwise indemnifiable by Sellers to Buyer shall include any net tax increase to Buyer from the loss, in whole or part, of any deduction, credit, allowance or other Tax benefit of a Target Company otherwise available to Buyer which is reduced, eliminated or otherwise unavailable to Buyer as a result of a Contest with respect of claims for indemnification under this Agreement will to a taxable period ending on or before, or other event or transaction occurring before, the Closing Date, and which deduction, credit, allowance or other Tax benefit shall not exceed an amount equal have been restored to the Purchase Price Buyer in another tax year or tax period within three (3) years of such Contest; (iv) the “Purchase Price Cap”), except that Sellers’ aggregate liability manner in which the Insider Stockholders have negotiated the sale of Target with any other Person; and (v) any judgment on the merits by a court of competent jurisdiction which is adverse to any Target Company with respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Capsubject matter disclosed in item 11 of Schedule 3.13. (dc) Anything herein For purposes of this Section 10.2, in the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the amount of any Taxes based on or measured by income or receipts of Target and the Target Subsidiaries shall be determined based upon an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which Target or any of the Target Subsidiaries holds a beneficial interest shall be deemed to terminate at such time), and the amount of other Taxes of Target and the Target Subsidiaries for a Straddle Period which related to the contrary notwithstanding, no Buyer Indemnified Parties pre-Closing Date taxable period shall be entitled deemed to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to be the Closing, amount of such breach or Tax for the entire taxable period multiplied by a fraction, the numerator of which is the events, circumstances or conditions constituting or resulting number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such breachStraddle Period. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11Each Seller shall, Sellersseverally and not jointly, hold harmless and indemnify each of the Indemnitees from and after Closing, shall indemnify and hold harmless Buyers, their Affiliatesagainst, and their respective equity holdersshall compensate and reimburse each of the Indemnitees for, managers, members, officers, directors, principals, attorneys, agents, employees any Damages which are directly or other representatives indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject at any time (collectively, “Buyers Indemnified Parties”regardless of whether or not such Damages relate to any third-party claim) and which arise directly or indirectly from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs or as a direct or indirect result of, or arising from, are directly or indirectly connected with: (i) the breach any Breach of any of the representations representation or warranties warranty (other than Sections 2.26 and 2.29) made by Sellers the Major Stockholder in this Agreement, ; (ii) any breach or non-fulfillment Breach of any covenants representation or other agreements warranty made by Sellers such Seller in Sections 2.26 and 2.29 of this Agreement, ; (iii) any Breach of any covenant or obligation of such Seller contained in any of the Excluded Liabilities, and Transactional Agreements; (iv) any fraudLiability to which ALC or any of the other Indemnitees may become subject and that arises directly or indirectly from or relates directly or indirectly to any product manufactured or sold, willful misconduct or criminal acts any service performed, by or on behalf of Sellers ALC on or at any time prior to the Closing Date (but only to the extent such Liabilities exceed $220,000); (v) any matter identified or referred to in Part 6.2 of the Disclosure Schedule; or (vi) any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or matter of the type referred to in clause “(i),” “(ii),” “(iii),” “(iv)” or “(v)” above (including any Proceeding commenced by any Indemnitee for the purpose of enforcing any of its officers, directors, members, shareholders, employees, agents and independent contractors;rights under this Section 6). (b) The Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach ofacknowledge and agree that, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants among other than the Sellers Fundamental Representations; provided, howeverthings, if there is any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach Breach of any representation, warranty or covenant if other provision relating to ALC or ALC’s business, condition, assets, liabilities, operations, financial performance, net income or prospects (or any officeraspect or portion thereof), director or equity holder then the Purchaser itself shall be deemed, by virtue of Buyer or its affiliates had actual knowledgeownership of all of the common stock of ALC, at any time prior to the Closing, have incurred Damages as a result of such breach Breach or of the events, circumstances or conditions constituting or resulting in such breachLiability. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11Except as otherwise limited by this ARTICLE VII, SellersSellers shall jointly and severally indemnify, from and after Closing, shall indemnify defend and hold harmless Buyers, their Affiliates, Buyer and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees its Representatives and any assignee or other representatives successor thereof (collectively, the “Buyers Buyer Indemnified Parties”) from and against against, and pay or reimburse the Buyer Indemnified Parties for, any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result oflosses, or arising fromActions, Orders, Liabilities, damages (including consequential damages), diminution in value, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees and expenses), (i) the breach of any of the representations foregoing, a “Loss”) suffered or warranties made by Sellers incurred by, or imposed upon, any Buyer Indemnified Party arising in this Agreement, whole or in part out of or resulting directly or indirectly from: (iia) any inaccuracy in or breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered made by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above a Seller Party in this Section 11.1(b)Agreement (including all schedules and exhibits hereto) or any Ancillary Document; however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (cb) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation non-fulfillment or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representationunwaived covenant, warranty obligation or covenant if any officer, director agreement made by or equity holder on behalf of Buyer or its affiliates had actual knowledgea Seller or, at any time or prior to the Closing, of such breach the Company contained in this Agreement (including all schedules and exhibits hereto) or any Ancillary Document; (c) any underestimation of the eventsTransaction Expenses, circumstances the Transaction Bonuses or conditions constituting the amount of Indebtedness set forth in the Estimated Closing Statement; (d) any and all Liabilities for (i) Taxes in connection with or resulting arising out of any Lighthouse Company’s assets, employees (including pursuant to Section 409A of the Code), securities, activities or business on or prior to the Closing Date (determined with respect to taxable periods that begin before and end after the Closing Date in such breach. accordance with the allocation provisions of Section 6.9(c)) in excess of the amount of Taxes reflected as a current liability in the computation of the Net Working Capital in the Final Statement or (ii) fifty percent (50%) of any Transfer Taxes; (e) Anything herein any Action by Person(s) who were holders of equity securities of the Company, including stock options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities of the Company, prior to the contrary notwithstandingClosing arising out of the sale, obligations purchase, termination, cancellation, expiration, redemption or conversion of Seller under Section 10.1any such securities; or (f) any rate or other adjustments, 10.2including any cost disallowances, 10.7 which result in a Loss to any Lighthouse Company (in excess of any reserves on the Final Audited Statements) with respect to any audits of the Government Contracts conducted by the government related to (i) any period ending on or before the Closing Date and Section 10.13 shall (ii) any periods beginning before but ending after the Closing Date to the extent any adjustments relate to the portion of such period on or prior to the Closing Date; provided, that Buyer will not be subject required to wait until all such Government Contract audits have been completed to pursue indemnification claims against Seller for Losses resulting from any breach of the monetary limitation set forth representations and warranties in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c)4.24.

Indemnification by Sellers. (a) Subject to Article 11the terms and conditions herein, Sellersincluding the limitations set forth in Section 8.6, from and after the Closing, each Seller, solely as to himself, herself or itself, shall indemnify and hold harmless Buyers, their Affiliates, Purchaser and its Affiliates and their respective equity holders, managers, members, officers, directors, principalsstockholders, attorneyscontrolling persons, employees, agents, employees or other representatives successors and assigns (collectively, the “Buyers Indemnified Purchaser Protected Parties”) from and against and in respect of any and all Indemnifiable Losses that such Buyers Indemnified demands, Claims, causes of action, administrative orders and notices, losses, costs, fines, Liabilities, penalties, damages (direct or indirect but specifically excluding special, exemplary or punitive damages, other than special, exemplary or punitive damages owed to an unrelated third party) and expenses (including reasonable legal, paralegal, accounting and consultant fees and other expenses incurred in the investigation, defense and enforcement of Claims and actions) (collectively, “Losses”) sustained or incurred by any Purchaser Protected Party incurs as a result of, resulting from or arising from, out of (i) any breach of any representation or warranty made by such Seller in Article V of this Agreement, or (ii) any breach by such Seller of any of the covenants made by such Seller in this Agreement that has not been cured within ten (10) days after receipt by such Seller (or the Agent on behalf of such Seller) of written notice thereof from Purchaser. (b) Subject to the terms and conditions herein, including the limitations set forth in Section 8.6, after the Closing, each Seller, severally and not jointly, shall indemnify and hold harmless the Purchaser Protected Parties from and against and in respect of such Seller’s Pro-Rata Percentage of any and all Losses sustained or incurred by any Purchaser Protected Party resulting from or arising out of any of the following: (i) any breach of any representation or warranty made by Target in this Agreement; (ii) any breach by Target prior to the Effective Time of any of the covenants made by Target in this Agreement; (iii) any breach of any of the representations or warranties made by Sellers covenants imposed upon the Agent in this Agreement, Agreement that has not been cured within ten (ii10) any breach or non-fulfillment days after receipt of any covenants or other agreements made written notice thereof by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and Agent from Purchaser; (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractorsClaim relating to any Dissenting Shares; (bv) Sellers will have no obligation to indemnify the Buyers Indemnified Parties any amounts paid or payable by Purchaser pursuant to Section 11.1(a)(i7.5(b) in respect of Indemnifiable Losses arising from to the breach of, or inaccuracy in, any representation or warranty described therein unless extent they exceed the aggregate amount of all such Indemnifiable Losses incurred or suffered amounts paid to the Surviving Corporation by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled insurance policy or policies referred to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 7.5(a); (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Titlevi) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject matters disclosed on Schedule 4.15 except to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when extent accrued on the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollarClosing Date Balance Sheet; and (cvii) Sellers’ aggregate liability in respect any Taxes (A) of claims the Companies for indemnification pursuant to Sections 11.1(a)(iall taxable periods, or portions thereof, ending on or before the Closing Date other than any Taxes resulting from the transfer of Company Intellectual Property contemplated by Section 1.18, or (B) and 11.1(a)(ii) will not exceed an amount equal to the product of owing by any Person (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; providedCompanies) for which either Company is liable as a result of transactions or circumstances occurring or existing on or before the Closing Date, howeverincluding without limitation, if under any such breach of representation agreement or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement arrangements with respect to any breach payment of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breachTax. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11the limitations set forth in Sections 8.1 and 8.5, Sellerseach Seller hereby agrees to indemnify, from and after Closing, shall indemnify defend and hold harmless Buyers, their Affiliates, Buyer and its Affiliates and their respective equity holdersemployees, officers, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives members and directors (collectively, each a “Buyers Buyer Indemnified PartiesParty”) harmless from and against any and all Indemnifiable Losses that such Buyers claims, demands, suits, proceedings, actions, hearings, actions, litigation, investigations, obligations, judgments, losses, penalties, fines, charges, settlement amounts, deficiencies, injunctions, orders, decrees, rulings, liabilities, damages, costs and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, “Losses”) imposed upon or incurred by any Buyer Indemnified Party incurs as a result of, of or arising from, in connection with any of the following: (i) the any breach of any of the representations representation or warranties warranty made by Sellers such Seller in this Agreement, Agreement or in the certificate delivered by such Seller pursuant to Section 6.4(a)(ii); (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy indefault in the performance by such Seller of, any representation covenant, agreement or warranty described therein unless obligation to be performed by such Seller pursuant to this Agreement; (iii) (A) the aggregate amount ownership or operation of all the Assets prior to the Effective Time, and (B) the Retained Liabilities; (iv) the fire occurring on December 15, 2014, at the Casualty Well, including any costs or expenses incurred related thereto; or (v) any responsibility for any offsite transportation, treatment, storage or disposal by such Indemnifiable Losses incurred Seller or suffered any of its Affiliates of Hazardous Substances produced from the Assets. (b) Within thirty (30) calendar days after receipt by a Buyer Indemnified Party of notice of the Buyers commencement of an Action or other event giving rise to a claim by a Buyer Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek Party for indemnification under this Section 11.1(a)(i8.2(b) for all claims over $350,000(a “Buyer Claim”), the Party receiving such notice shall notify (the “Buyer Claim Notice”) Sellers in writing of the commencement of such Action or the assertion of such Buyer Claim; provided, however, that failure to give such notice shall not relieve Sellers of its obligations hereunder unless the foregoing limitation will not apply Buyer Indemnified Party fails to claims for indemnification pursuant deliver a proper Buyer Claim Notice prior to the date specified in this Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention8.2(b), and Section 4.4 then only to the extent that Sellers are materially prejudiced thereby. Sellers shall have the option, and shall notify Buyer Indemnified Party in writing within ten (Title10) Business Days after its receipt of a Buyer Claim Notice of its election, either: (collectivelyA) to participate (at the expense of Sellers) in the defense of such Action or Buyer Claim (in which case the defense of such Action or Buyer Claim shall be controlled by Buyer Indemnified Party) or (B) to admit liability to said Buyer Claim and take charge of and control the defense of such Action or Buyer Claim (at the expense of Sellers); provided, “that pending such notice and assumption of defense, Buyer Indemnified Party may take such steps to defend against such Action or Buyer Claim as, in Buyer Indemnified Party’s good-faith judgment, are appropriate to protect its interests. If Sellers Fundamental Representations”). For elect to control the avoidance defense, it will conduct the defense of doubtthe Action actively and diligently, claims for indemnification pursuant to Sections 11.1(a)(iiand it will not compromise or settle the Action or Buyer Claim without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), except as provided in Section 8.4. Sellers shall not be entitled to assume or retain control of any Action or Buyer Claim (and Sellers shall be liable for the reasonable fees and expenses of counsel incurred by Buyer Indemnified Party in defending such Action) which seeks an order, injunction or other equitable relief or relief for other than money damages against Buyer Indemnified Party which Buyer Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If Sellers fail to notify Buyer Indemnified Party of its election within the applicable response period, then Sellers shall be deemed to have elected not to control the defense of such Action or Buyer Claim. If Sellers elect to control the defense of any Action or Buyer Claim, Buyer Indemnified Party shall have the right to employ separate counsel and participate in the defense of such Action or Buyer Claim, but the fees and expenses of such counsel shall be at the expense of Buyer Indemnified Party. (c) Except as provided in Section 8.4, if Sellers do not control the defense of any Action or Buyer Claim, then (i) Buyer Indemnified Party may settle such Action or Buyer Claim only with the prior written consent of Seller Indemnifying Party (not to be unreasonably withheld, conditioned or delayed); (ii) Buyer Indemnified Party may defend against the Action or Buyer Claim in a reasonable manner; (iii) Sellers shall reimburse Buyer Indemnified Party promptly and periodically for its reasonable third party costs incurred in defending against the Action or Buyer Claim (including reasonable attorneys’ fees and expenses reasonably incurred), upon presentation of invoices and related documentation supporting such third party costs; and (iv) are not subject Sellers will remain responsible for any Losses that Buyer Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Action or Buyer Claim to the monetary limitation set forth above extent provided in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price CapArticle VIII. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. Subject to the other terms and conditions of this Article IX, effective at and after the Closing, (a) Subject to Article 11each of the Sellers hereby, Sellersjointly and severally, from and indemnifies Buyer, its Affiliates (including after Closingthe Effective Time, shall indemnify and hold harmless Buyers, their Affiliates, each member of the Company Group) and their respective equity holders, managers, membersowners, officers, directors, principalsmanagers, attorneysemployees, agents, employees or advisors and other representatives Representatives, successors and assigns (collectively, the “Buyers Buyer Indemnified Parties”) against, and holds the Buyer Indemnified Parties harmless from and against against, any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result arising out of, resulting from or arising fromrelating to any misrepresentation, (i) the inaccuracy in or breach of any of the representations or warranties made of Sellers contained in Article II, except for the Seller Fundamental Warranties; (b) each of the Sellers hereby, severally (and not jointly or jointly and severally, notwithstanding the first paragraph in Article II), indemnifies the Buyer Indemnified Parties against, and holds the Buyer Indemnified Parties harmless from and against, any and all Losses arising out of, resulting from or relating to: (i) any misrepresentation, inaccuracy in or breach of any of the Seller Fundamental Warranties contained in Article II or in the certificate delivered by Sellers in this Agreement, at Closing pursuant to Section 7.02 (to the extent such certificate relates to the Seller Fundamental Warranties pursuant to Article II); (ii) any misrepresentation, inaccuracy in or breach of any of the Seller Fundamental Warranties given by such Seller (which for greater certainty will not include any misrepresentation in or breach of any of the Seller Fundamental Warranties given by any other Seller) pursuant to Article III or in the certificate delivered by such Seller at Closing pursuant to Section 7.02 (to the extent such certificate relates to the Seller Fundamental Warranties pursuant to Article III); (iii) any breach or non-fulfillment of any covenants covenant, agreement or obligation to be performed by the Company (prior to Closing) pursuant to this Agreement; (iv) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by such Seller pursuant to this Agreement (which for greater certainty will not include any breach or non-fulfillment of any covenant, agreement or obligation to be performed by any other agreements made Seller); (v) any Indebtedness arising prior to the Closing that was not paid at or before the Closing or any Transaction Expenses of any member of the Company Group except to the extent such Indebtedness or Transaction Expenses are taken into account in calculating any adjustment to the Purchase Price; (vi) except to the extent included as Unpaid Taxes in the calculation of the Closing Purchase Price under Section 1.07 or paid by Sellers pursuant to Section 6.04(a) (A) all Taxes of the Sellers, and (B) all Taxes of the Company Group attributable to any Pre-Closing Tax Period (including the portion of a Straddle Period ending on the Closing Date); provided that, notwithstanding the foregoing or anything to the contrary in this Agreement, (iii) Sellers shall not be required to indemnify for any Losses arising out of, resulting from or relating to any assessment or reassessment of the Excluded Liabilities, and (ivfiling of the 111(4)(e) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractorsElection; (bvii) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered Fraud committed by the Buyers Indemnified Parties exceeds $700,000, in Company; or (viii) Fraud committed by such Seller (which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation greater certainty will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”include any Fraud committed by any other Seller). For the avoidance purposes of doubt, claims for indemnification pursuant to Sections 11.1(a)(iiSection 9.02(b)(i), (iiiSection 9.02(b)(iii), Section 9.02(b)(v), Section 9.02(b)(vi) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b9.02(b)(vii); however, such claims each Seller shall be subject to indemnification only when severally (and not jointly or jointly and severally, notwithstanding the amount first paragraph in Article II) liable for its or his pro-rata portion of any such claims in the aggregate exceeds $20,000 at which point the right Losses (such pro-rata portion to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. based on each Seller’s aggregate liability in respect respective holdings of claims for indemnification under this Agreement will not exceed an amount equal to Shares on the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(cExecution Date).

Indemnification by Sellers. (a) Subject to the terms of the provisions of Article 11, SellersV, from and after the Closing, shall indemnify and hold harmless Buyers, their Affiliates, and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives (collectively, “Buyers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers each Parent Indemnified Party incurs as a result ofshall be indemnified by each Seller severally and not jointly and only to the extent of such Seller’s proportionate part of the Total Consideration for any Damages, without duplication of any amounts recovered pursuant to Section 5.1, arising out of or arising from, relating to: (a) (i) breaches or inaccuracies of such Seller’s representations and warranties contained in the breach Specified Representations, (ii) breaches of such Seller’s covenants contained in Section 6.2 or any other covenant of such Seller contained in this Agreement to be performed in whole or part after the Closing and (iii) fraudulent breaches of such Seller’s other representations and warranties contained in Section 4.2; and (b) (i) breaches or inaccuracies of any of the representations or and warranties made by Sellers in this Agreementof the Company contained within the Specified Representations, (ii) any breach or non-fulfillment fraudulent breaches of any covenants or the Company’s other agreements made by Sellers representations and warranties contained in this AgreementSection 4.1, (iii) any of Company Transaction Expenses (to the Excluded Liabilitiesextent such expenses were not deducted from the Total Consideration in accordance with Section 2.5(c) or Section 9.14) and Incremental Employment Taxes, and (iv) all Taxes of the Company and its Subsidiaries relating or apportioned to any fraudPre-Closing Tax Period, willful misconduct or criminal acts but in the case of Sellers or its officersNon-Income Taxes, directorsonly to the extent such Non-Income Taxes exceed the Company’s liability for current Non-Income Taxes payable as of the Closing Date, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify determined in accordance with the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) same principles used in respect of Indemnifiable Losses arising from preparing the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”)Balance Sheet. For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) the parties agree that the Indemnity Escrow Fund shall not be the sole and (iv) are not subject exclusive remedy with respect to the monetary limitation set forth above items described in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap5.3. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11, Sellers, from From and after Closing, shall each Seller hereby agrees to, jointly and severally, indemnify Buyer and hold harmless Buyers, their Affiliates, its Affiliates and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, agents and employees or other representatives (collectively, the “Buyers Buyer Indemnified Parties”) from against, and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or arising agrees to hold them harmless from, any Loss to the extent such Loss results or arises, whether or not due to a Third-Party Claim, from the following: (i) any failure of any representation or warranty made by Sellers in this Agreement or the Ancillary Agreements or a certification required to be delivered hereby or thereby, in each case, to be true and correct as of the Closing Date; (ii) any breach by any Seller of any of its covenants or agreements contained in this Agreement or the Ancillary Agreements; or (iii) any Excluded Liability (collectively, the claims made under clauses (i), (ii) and (iii), “Buyer Claims”). (b) Notwithstanding the foregoing, other than in the case of fraud committed by the Sellers, the indemnification in favor of the Buyer Indemnified Parties contained in Section 13.2(a) above shall be limited to Buyer Claims as to which Buyer has given written notice to the Sellers within the applicable time period set forth in Section 13.1, in each case setting forth therein in reasonable detail the basis for such Buyer Claim, including a reasonable estimate for the amount of Losses to the extent known by Buyer at such time**** **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. **** (c) Notwithstanding anything to the contrary contained herein, for purposes of this Section 13.2, each of the representations or and warranties made by Sellers in this Agreement, (ii) the Ancillary Agreements or any breach or non-fulfillment of any covenants certificate or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct instrument delivered pursuant hereto or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties thereto shall be entitled deemed to seek indemnification under Section 11.1(a)(i) for have been made without the inclusion of limitations or qualifications as to materiality, including the words “immaterial,” “material” and “in all claims over $350,000; provided, however, that material respects” or words of similar import but not the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, term “Sellers Fundamental RepresentationsMaterial Adverse Effect.”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11Sections 7.12, Sellers10.1, from 10.5 and after Closing10.10 hereof, shall Sellers ------------- ---- ---- ----- hereby agree to indemnify and hold harmless Buyers, their Affiliates, Purchaser and their respective equity holders, managers, membersits directors, officers, directorsemployees, principals, attorneysAffiliates, agents, employees or other representatives successors and permitted assigns (collectively, “Buyers the "Purchaser Indemnified Parties”") harmless from and against against: ----------------------------- (i) any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as losses, liabilities, obligations, damages, costs and expenses (individually, a result of"Loss" and, collectively, "Losses") based upon, ---- ------ attributable to or arising from, (i) resulting from the breach of any representation or warranty of the representations any Seller set forth in Article V hereof, or warranties made any representation --------- or warranty contained in any certificate delivered by Sellers in or on behalf of any Seller pursuant to this Agreement, ; (ii) any and all Losses based upon, attributable to or resulting from the breach or non-fulfillment of any covenants covenant or other agreements made by Sellers in agreement on the part of any Seller under this Agreement, ; (iii) any and all Losses based upon or arising directly from any Excluded Asset, any Excluded Liability (other than any Liabilities arising from or in connection with the failure to qualify or re-qualify any portable propane tanks of the Excluded LiabilitiesSellers installed at a customer's location in compliance with DOT Regulations), and State Tax Liabilities or any Pre-Closing Breaches of Purchased Contracts; and (iv) any fraudand all notices, willful misconduct or criminal acts of Sellers or its officersactions, directorssuits, membersproceedings, shareholdersclaims, employeesdemands, agents assessments, judgments, costs, penalties and independent contractors; expenses, including attorneys' and other professionals' fees and disbursements (bcollectively, "Expenses") Sellers will have no obligation incident to indemnify the Buyers Indemnified Parties pursuant foregoing matters referred to Section 11.1(a)(iclauses (i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000-------- through (iii); provided, however, that Sellers' obligations to indemnify and hold -------- ------- harmless with respect to the foregoing limitation will not apply Losses referred to claims in clauses (ii) and (iii) above shall terminate fifteen (15) months after the Closing Date except with respect to any Losses as to which the Purchaser Indemnified Parties shall have given notice to Sellers in accordance with Section 10.4(a) ---------------- before the expiration of such period and, provided, further, that neither -------- ------- the immediately preceding provision nor Section 10.9 shall preclude Sellers ------------ from challenging any claim asserting that it is liable for indemnification an Excluded Liability following the expiration of such period other than with respect to any Environmental Liabilities, for which Purchasers' sole and exclusive recourse against any Seller shall be pursuant to Section 11.1(a)(i10.10. -------------- (b) Purchaser acknowledges and agrees that Sellers shall not have any liability under any provision of this Agreement for any Loss to the extent that such Loss relates to action taken by Purchaser or any other Person (other than Sellers in respect breach of breaches ofthis Agreement) after the Closing Date. Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Loss upon becoming aware of any event which would reasonably be expected to, or inaccuracies indoes, representations and warranties set forth in Section 4.1 (Organization; Capacity)give rise thereto, Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject including incurring costs only to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject minimum extent necessary to indemnification only when remedy the amount of such claims in breach which gives rise to the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; andLoss. (c) The parties hereto acknowledge and agree that the General Indemnity Escrow Fund and the Environmental Indemnity Escrow Fund have been created for the purpose and as the sole and exclusive source of satisfying Sellers’ aggregate liability ' obligations to indemnify and hold harmless the Purchaser Indemnified Parties in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under accordance with this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”Section 10.2(a)(i), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 10.5 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).------------------- ------------ ------- 10.10, respectively, except as otherwise expressly provided herein. -----

Indemnification by Sellers. (a) Subject to Article 11From and after the Closing, Sellers, from on behalf of themselves and after Closingtheir respective heirs, shall indemnify hereby agree, jointly and hold harmless Buyersseverally, their to indemnify, defend and save Buyer and its Affiliates, and each of their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives (collectively, “Buyers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or arising from, (i) the breach of any of the representations or warranties made by Sellers in this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; shareholders (b) Sellers will have no obligation each a "Buyer Indemnified Party"), forever harmless from and against, and to indemnify the Buyers promptly pay to a Buyer Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, Party or inaccuracy inreimburse a Buyer Indemnified Party for, any representation and all liabilities (whether contingent, fixed or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred unfixed, liquidated or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, unliquidated or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacityotherwise), Section 4.2 obligations, deficiencies, demands, claims, suits, actions, causes of action, assessments, losses, costs, expenses, interest, fines, penalties, actual or punitive damages or costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements and compromises (Authorization; Noncontravention)including reasonable fees and expenses of attorneys, accountants and Section 4.4 (Titleother experts) (collectively, “Sellers Fundamental Representations”). For the avoidance "Losses") sustained or incurred by any Buyer Indemnified Party relating to, resulting from, arising out of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount or otherwise by virtue of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap.following: (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to 6.1.1 any breach of any representationcovenant, agreement, representation or warranty of Sellers under this Agreement or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time the Sellers' Agreements; 6.1.2 the operation of the Business prior to the ClosingClosing Date or any liabilities, actions or omissions of such breach Sellers, whether known or unknown as of the eventsClosing Date, circumstances (except for the Assumed Liabilities), it being understood and agreed that Buyer is not to assume any liabilities of Sellers of any kind or conditions constituting character, contingent or resulting in such breach.otherwise, except for the Assumed Liabilities; (e) Anything herein 6.1.3 any assertion against any Buyer Indemnified Party with respect to the contrary notwithstanding, obligations Excluded Liabilities; 6.1.4 any assertion or recovery against Buyer of Seller any liability under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject any "bulk sales" or similar law or statute relating to the monetary limitation set forth in Section 11.1(b) or transfer of Assets hereunder; and 6.1.5 any of the 20% Cap or the Purchase Price Cap in Section 11.1(c)items listed on Schedule 6.1.5 hereto.

Indemnification by Sellers. (a) Subject to Article 11, Sellers, from From and after the Closing, shall subject to the provisions of this Article VIII, Sellers agree to defend, indemnify and hold harmless Buyers, their Affiliates, Purchaser and its Affiliates and their respective equity holders, managers, members, officers, directors, principals, attorneysemployees, agents, employees or other representatives successors and assigns (collectively, “Buyers Purchaser Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or arising from, : (i) the any breach by Sellers of any of the representations their covenants or warranties made by Sellers agreements contained in this AgreementAgreement (other than covenants contained in Section 5.10 (Tax Matters), which are addressed by Section 5.10 exclusively); (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount contained in this Agreement (other than Section 3.17 (Taxes)) (it being agreed that for purposes of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in calculating any Loss for which event the Buyers Indemnified Parties shall be Purchaser is entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to this Section 11.1(a)(i) in respect 8.1, such representations and warranties of breaches of, or inaccuracies in, Sellers (other than the representations and warranties set forth in Section 4.1 3.23 (Organization; CapacityAbsence of Undisclosed Material Liabilities)) shall not be deemed to be qualified by any references therein to Knowledge of the Seller, Section 4.2 (Authorization; Noncontraventionmateriality or Material Adverse Effect), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), ; (iii) and any claim by a present or former partner, member, director, officer of the Conveyed Companies (each, together with such person’s heirs, executors or administrators) relating to periods prior to or on the Closing Date; (iv) are not subject any claim or Action asserted by a third party alleging that any product, method, trademark, services xxxx or other instrumentality made, used, or sold by any Conveyed Company or related to the monetary limitation set forth above Purchased Intellectual Property Assets prior to or on the Closing Date infringes any Intellectual Property owned by such third party (it being agreed that in this Section 11.1(bno event shall Sellers have any liability hereunder for any Losses arising from the making, using or selling of any product, method, trademark, service xxxx or other instrumentality by Purchaser, the Surviving Corporation or any of their Affiliates from and after the Closing, other than any Losses arising from the sale of products manufactured by any Conveyed Company prior to the Closing Date and subsequently sold by Purchaser after the Closing Date); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; andor (cv) Sellers’ aggregate liability any claim or Action asserted in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to connection with the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representationsalleged infringement identified on Schedule 3.13; provided, however, if that, notwithstanding anything herein to the contrary, from and after the Closing, Sellers shall conduct and control the defense of any such breach of representation claim or warranty is specific to a Facility Action and be directly responsible for paying any amounts in connection therewith; provided, further, that Sellers may not compromise, settle or fewer than all Facilities, then the foregoing calculations shall be applied only consent to the portion entry of the Purchase Price allocable any judgment relating to such Facility claims or Facilities Actions without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed) unless such settlement, compromise or consent includes an unconditional release of each of Purchaser and its Affiliates, including the Conveyed Companies, from all liability arising or that may arise out of such claim or Action and provides solely for monetary relief satisfied or to be satisfied by Sellers. (b) Except as expressly set forth in Schedule 2.6 for purposes this Agreement, Purchaser acknowledges and agrees that Sellers and their respective Affiliates, officers, directors, employees, agents, successors and assigns shall not have any liability under any provision of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal for any Loss to the Purchase Price extent that such Loss relates to action taken by Purchaser or any other Person (the “Purchase Price Cap”), except that Sellers’ aggregate liability other than Sellers in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to this Agreement) after the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breachClosing Date. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11Section 12.6, after the Closing, Sellers, from severally and after Closingnot jointly and in accordance with their respective Purchase Consideration Percentages, shall defend, indemnify and hold harmless BuyersBuyer and its stockholders, their Affiliatesdirectors, and their respective equity holderstrustees, managers, members, limited partners, general partners, officers, directorsemployees, principals, attorneys, agents, employees or other representatives Affiliates and agents (collectively, the “Buyers Indemnified PartiesBuyer Indemnitees”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as sustained, suffered or incurred by or made against a result Buyer Indemnitee arising out of, related to or in connection with: (a) any breach of any representation or warranty of WCP or WCM (other than Fundamental Representations) contained in this Agreement or (except to the extent relating to Fundamental Representations) any certificate delivered pursuant to this Agreement; (b) any breach of any Fundamental Representation of WCP or WCM contained in this Agreement or (to the extent relating to Fundamental Representations) in any certificate delivered pursuant to this Agreement; (c) the failure of WCP or WCM to perform any covenant or agreement contained in this Agreement and, in the case of clause (a), (b) or (c) above, of which a Buyer Indemnitee gives Sellers notice pursuant to Section 12.5(a) on or before the applicable Cut-Off Date; (d) any claims, disputes or proceedings with respect to the allocation or payment among Sellers of any amounts hereunder; (e) any liabilities or obligations for any Taxes arising fromwith respect to Sellers, the Individual Equityholders, WCP or WCM with respect to a Pre-Closing Tax Period; or (f) the successful enforcement by Buyer Indemnitees of their indemnification rights pursuant to this Article XII. Subject to Section 12.6, after the Closing, each Seller, severally and not jointly, shall defend, indemnify and hold harmless the Buyer Indemnitees from and against any and all Losses sustained, suffered or incurred by or made against a Buyer Indemnitee arising out of, related to or in connection with: (i) the any breach of any representation or warranty of the representations or warranties made by Sellers such Seller (other than Fundamental Representations) contained in this Agreement or (except to the extent relating to Fundamental Representations) any certificate delivered by such Seller pursuant to this Agreement, ; (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers Fundamental Representation of such Seller contained in this Agreement or (to the extent relating to Fundamental Representations) in any certificate delivered by such Seller pursuant to this Agreement, ; or (iii) the failure of such Seller to perform any covenant or agreement contained in this Agreement and, in each case of the Excluded Liabilitiesclause (i), and (ivii) any fraudor (iii) above, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties which a Buyer Indemnitee gives such Seller notice pursuant to Section 11.1(a)(i12.5(a) in respect of Indemnifiable Losses arising from on or before the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Capapplicable Cut-Off Date. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11, Sellers, from From and after the Closing, shall indemnify Sellers and hold harmless Buyersthe Shareholders, on behalf of themselves and their respective heirs, successors and assigns, hereby agree, jointly and severally, to indemnify, defend and save Buyer and its Affiliates, and each of their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives (collectively, “Buyers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or arising from, (i) the breach of any of the representations or warranties made by Sellers in this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; shareholders (b) Sellers will have no obligation each a "Buyer Indemnified Party"), forever harmless from and against, and to indemnify the Buyers promptly pay to a Buyer Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, Party or inaccuracy inreimburse a Buyer Indemnified Party for, any representation and all liabilities (whether contingent, fixed or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred unfixed, liquidated or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, unliquidated or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacityotherwise), Section 4.2 obligations, deficiencies, demands, claims, suits, actions, causes of action, assessments, losses, costs, expenses, interest, fines, penalties, actual or punitive damages or costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements and compromises (Authorization; Noncontravention)including reasonable fees and expenses of attorneys, accountants and Section 4.4 (Titleother experts) (collectively, “the "Losses") sustained or incurred by any Buyer Indemnified Party relating to, resulting from, arising out of or otherwise by virtue of any of the following: 6.1.1 any breach of any covenant, agreement, representation or warranty of Sellers Fundamental Representations”or the Shareholders under this Agreement or any of the Sellers' Agreements, including, without limitation, the noncompetition and confidentiality provisions contained in SECTION 5.6 hereof; 6.1.2 the operation of the Business on or prior to the Closing Date or any liabilities, actions or omissions of Sellers or the Shareholders, whether known or unknown as of the Closing Date, (except for the Assumed Liabilities). For , including, without limiting the avoidance generality of doubtthe foregoing, claims for indemnification pursuant Losses relating, directly or indirectly, to Sections 11.1(a)(ii)(i) Taxes, (ii) wages and salaries, (iii) rents and any other operating or non-operating expenses or liabilities, (iv) are violations or obligations under Environmental Laws, (v) COBRA and (vi) Employee Benefit Plans, it being understood and agreed that Buyer is not subject to assume any liabilities of Sellers of any kind or character, contingent or otherwise, except for the Assumed Liabilities; 6.1.3 any assertion against any Buyer Indemnified Party with respect to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject Excluded Liabilities; 6.1.4 any assertion or recovery against Buyer of any liability under any "bulk sales" or similar law or statute relating to indemnification only when the amount transfer of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollarAssets hereunder; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if 6.1.5 any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in items listed on Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap6.1.5 hereto. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11, SellersSection 9.04, from and after Closingthe Closing Date, each Seller, severally but not jointly (solely with respect to the representations, warranties, covenants or agreements made by such Seller or any of the Target Companies in accordance with the allocation percentage on Annex A), shall indemnify and hold harmless Buyers, their Purchaser and its Affiliates, and their respective equity holders, managers, members, officers, directors, principals, attorneysemployees, agents, employees or other representatives successors and assigns (collectivelyeach, a “Buyers Purchaser Indemnified PartiesParty”) from for and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result ofLosses, arising out of or arising resulting from, : (i) the any breach of any of the representations representation or warranties warranty made by Sellers such Seller in this AgreementArticle III, (ii) any breach or non-fulfillment of any covenants representation or other agreements made by Sellers in this Agreement, warranty with respect to any of the Target Companies contained Article IV; (iii) any breach of any covenant or agreement contained in this Agreement requiring performance by such Seller or any of the Excluded LiabilitiesTarget Companies, and (iv) the Internal Restructurings (including the operations of the transferred entities) or (v) any fraud, willful misconduct Liability relating to any claim by any former partner of RHA Seller or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation HB Partners for actions arising prior to indemnify the Buyers Closing. With respect to any claims by any Purchaser Indemnified Parties Party pursuant to item (i) of Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however9.02, such claims shall be subject paid by the applicable Seller making the applicable representation and warranty. Similarly, with respect to indemnification only when the amount any claims by any Purchaser Indemnified Party pursuant to item (ii) of Section 9.02, such claims shall be paid by each Seller severally in proportion to such Seller’s allocation percentage set forth on Annex A; provided that to the aggregate exceeds $20,000 at which point extent that the right claim is related to the HB Target Companies then only XX Xxxxxxx shall indemnify the Purchaser Indemnified Parties and to the extent that the claim is related to the RHA Target Companies then only RHA Seller shall indemnify the Purchaser Indemnified Parties. Notwithstanding anything to the contrary contained herein, in no event shall any Seller be indemnified shall apply obligated to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification make any payment pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product this Section 9.02 in excess of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to received by such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to the terms of this Article 11, Sellers7, from and after the Closing, each Seller shall indemnify (x) jointly and hold harmless Buyers, their Affiliatesseverally to the extent of any funds then remaining in the Escrow Account and, and thereafter, (y) on a several (and not joint) basis in accordance with such Seller’s Pro Rata Share, indemnify Buyer, the Acquired Companies and each of their respective equity holders, managers, memberssuccessors and assigns, officers, directors, principals, attorneys, agents, employees or other representatives (collectively, “Buyers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or arising from, (i) the breach of any of the representations or warranties made by Sellers in this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; Affiliates (bcollectively, the “Buyer Indemnified Persons”) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising and hold them harmless from the breach of, or inaccuracy in, and against any representation or warranty described therein unless the aggregate amount of and all such Indemnifiable Losses incurred or suffered by the Buyers a Buyer Indemnified Parties exceeds $700,000, Person resulting from or arising out of: (i) any breach or inaccuracy of any representation or warranty made by such Seller in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification Article 3 or in any certificate delivered by such Seller pursuant to Section 11.1(a)(ithis Agreement; or (ii) any breach or nonfulfillment of any covenant or agreement of such Seller under this Agreement. (b) Subject to the terms of this Article 7, from and after the Closing, each Seller shall (x) jointly and severally to the extent of any funds then remaining in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention)the Escrow Account and, and Section 4.4 thereafter, (Titley) on a several (collectivelyand not joint) basis in accordance with such Seller’s Pro Rata Share, “Sellers Fundamental Representations”). For indemnify the avoidance Buyer Indemnified Persons and hold them harmless from and against any and all Losses incurred or suffered by a Buyer Indemnified Person resulting from or arising out of: (i) any breach or inaccuracy of doubt, claims for indemnification any representation or warranty in Article 4 or in any certificate delivered by any Acquired Company pursuant to Sections 11.1(a)(ii), this Agreement; (ii) any breach or nonfulfillment of any covenant or agreement of any Acquired Company under this Agreement; (iii) and any claim by any current or former holder (or alleged holder) of Equity Interests in any Acquired Company or any current or former direct or indirect subsidiary or predecessor of any Acquired Company or any other Person entitled (or claiming to be entitled) to any payment arising out of or in connection with this Agreement or the transactions contemplated hereby; (iv) are not subject any (A) Indemnified Taxes and (B) fifty percent (50%) of the Transfer Taxes; (v) any Indebtedness, other than (A) to the monetary limitation set forth above extent such Indebtedness is paid off in this Section 11.1(b); however, such claims shall be subject full at or prior to indemnification only when the Closing or (B) the amount of such claims Indebtedness included in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; andClosing Indebtedness, as finally determined; (cvi) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(iany Company Transaction Expenses, other than (A) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any extent such breach of representation Company Transaction Expense is paid at or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, or (B) the amount of such breach or of Company Transaction Expense that is included in the eventsClosing Company Transaction Expenses, circumstances or conditions constituting or resulting in such breach.as finally determined; (evii) Anything herein the Restructuring, including any Taxes related to or arising from the contrary notwithstandingRestructuring; or (viii) any Excluded Asset, obligations of Seller under Section 10.1any Excluded Business, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) any Excluded Liability or the 20% Cap or the Purchase Price Cap in Section 11.1(c)any Excluded Subsidiary.

Indemnification by Sellers. (a) Subject Except with respect to Taxes, which shall be governed exclusively by Article 11VII and subject to Section 9.4 and the provisions of the Indemnification Escrow Agreement, Sellers, from and after Closing, Sellers shall indemnify and hold harmless Buyers, their Affiliates, Purchasers and their respective equity holders, managers, membersAffiliates and their respective directors, officers, directors, principals, attorneysemployees, agents, employees or other representatives Affiliates, successors and assigns (collectivelyeach, a “Buyers Purchaser Indemnified PartiesParty”): (a) from severally and not jointly for and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result ofsuffered or incurred by them in connection with, arising out of or arising from, resulting from (i) the any breach or inaccuracy of any of the representations representation or warranties warranty made by Sellers the Company in this AgreementAgreement (disregarding for purposes of determining the amount of Losses any materiality or “Company Material Adverse Effect” qualification contained in any such representation or warranty but subject to the dollar limitations set forth in Section 9.4(b)), (ii) any breach or non-fulfillment of any covenants covenant or other agreements made by Sellers agreement on the part of the Company in this Agreement, including failure to adhere to the Limit Amount, and (iii) any Action brought by a holder or former holder of Unit Appreciation Rights with respect to such Unit Appreciation Rights or the Excluded Liabilities, treatment thereof pursuant to Section 2.6 and (iv) any fraud, willful misconduct Action brought with respect to the 2007 Plan or criminal acts by a holder of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractorsMembership Interests in connection with any exercise of Drag-Along Rights pursuant to the Company LLC Agreement; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(iseverally and not jointly for and against all Losses suffered or incurred by them in connection with, arising out of or resulting from (i) in respect of Indemnifiable Losses arising from the any breach of, or inaccuracy in, of any representation or warranty described therein unless made by such Seller in this Agreement (disregarding for purposes of determining the aggregate amount of all Losses any materiality qualification contained in any such Indemnifiable Losses incurred representation or suffered by warranty but subject to the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties dollar limitations set forth in Section 4.1 (Organization; Capacity9.4(b), Section 4.2 (Authorization; Noncontravention)) or, and Section 4.4 (Titleii) (collectively, “Sellers Fundamental Representations”). For any breach of any covenant or agreement on the avoidance part of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above such Seller in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollarAgreement; and (c) Sellers’ aggregate liability for so long as there are sufficient shares of Parent Common Stock or cash in respect the Indemnification Escrow Fund, the indemnification obligations of claims for indemnification each Seller pursuant to Sections 11.1(a)(ithis Section 9.2 may only be satisfied by the release by the Escrow Agent to Purchasers, pursuant to the terms of the Indemnification Escrow Agreement, of all or a portion, as applicable, of such shares of Parent Common Stock or cash in the Indemnification Escrow Fund having a determined value (determined using the VWAP as of the release date) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion amount of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes indemnification obligation of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims Sellers pursuant to this Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap9.2. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11the limitations set forth in Section 10.4, Sellersthe Principal ------------ Stockholders, from jointly and after Closingseverally, shall indemnify agree to indemnify, defend and hold harmless BuyersPurchaser, their Affiliates, the Company and their respective equity holders, managers, members, officers, directors, principalsshareholders, attorneys, agentsAffiliates, employees or other representatives and agents (collectively, “Buyers the "Purchaser Indemnified Parties”--------------------- Persons") after the Closing from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, Adverse Consequence ------- arising out of or arising resulting from, : (iA) the breach untruth, inaccuracy or incompleteness as of the date hereof or on the Closing Date of any representation or warranty of the representations or warranties made by Sellers Principal Stockholders contained in this Agreement (or in any document or certificate delivered by the Principal Stockholders pursuant to this Agreement, ) (each a "Purchaser Warranty ------------------ Claim") or (B) the failure by the Principal Stockholders to perform any of their ------ covenants or obligations hereunder; (ii) any breach or non-fulfillment of any covenants brokers' commissions, finders' fees or other agreements made like payments incurred or alleged to have been incurred by Sellers the Company in connection with the sale of the Shares or the consummation of the transactions contemplated by this Agreement, ; and (iii) any Taxes of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors;Company as provided in Section 9.3. ----------- (b) Sellers will have no obligation Subject to indemnify the Buyers limitations set forth in Section 10.4, each Seller, ------------ severally, agrees to indemnify, defend and hold harmless the Purchaser Indemnified Parties pursuant to Section 11.1(a)(iPersons after the Closing from and against any Adverse Consequence arising out of or resulting from: (A) in respect the untruth, inaccuracy or incompleteness as of Indemnifiable Losses arising from the breach of, date hereof or inaccuracy in, on the Closing Date of any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred Seller contained in this Agreement (or suffered in any document or certificate delivered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification such Seller pursuant to Section 11.1(a)(ithis Agreement) in respect or (B) the failure by such Seller to perform any of breaches of, his covenants or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollarobligations hereunder; and (cii) Sellers’ aggregate liability any brokers' commissions, finders' fees or other like payments incurred or alleged to have been incurred by such Seller in respect connection with the sale of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to his Shares or the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion consummation of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under transactions contemplated by this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price CapAgreement. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to the provisions of this Article 11IX and except with respect to indemnification for Taxes (which shall be governed exclusively by Article VI), Sellers, from effective as of and after the Closing, Sellers shall indemnify jointly and severally indemnify, defend and hold harmless BuyersBuyer, their Affiliates, its Affiliates and their each of the Buyer’s and such Affiliate’s respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives successors and assigns (collectively, the “Buyers Buyer Indemnified Parties”) ), from and against any and all Indemnifiable Covered Losses that such Buyers incurred or suffered by any of the Buyer Indemnified Party incurs as a result ofParties, to the extent arising out of or arising from, resulting from (i) the any breach of any representation or warranty of Sellers contained in Article III (other than the representations and warranties contained in Section 3.14) made as of the representations date hereof or warranties made by Sellers as of the Closing Date (in this Agreementeach case, without giving effect to any “Material Adverse Effect,” “materiality,” “Knowledge” or similar qualifications); (ii) any breach or non-fulfillment of any covenants covenant or other agreements made by Sellers agreement of any Seller contained in this Agreement, ; (iii) any of Retained Liabilities to the Excluded Liabilities, extent related to the Business; and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors;Retained Liabilities to the extent unrelated to the Business. (b) Except with respect to indemnification for Taxes (which shall be governed exclusively by Article VI), notwithstanding any other provision to the contrary: (i) Sellers will have no obligation shall not be required to indemnify the Buyers indemnify, defend or hold harmless any Buyer Indemnified Parties Party against, or reimburse any Buyer Indemnified Party for, any Covered Losses pursuant to any claim under Section 11.1(a)(i9.2(a)(i), (A) to the extent that such Covered Losses are reflected, recorded or included in Working Capital on the Post-Closing Statement; (B) except with respect to the Fundamental Representations, if the entire amount of Indemnifiable Losses relating to such claim is less than $25,000 (the “Per-Claim Threshold”), provided that in the case of any group of claims arising from out of a common or related set of facts, events or circumstances, such claims shall be aggregated for purposes of determining whether the breach ofPer-Claim Threshold has been exceeded, or inaccuracy inand Covered Losses less than the Per-Claim Threshold shall not be included in the Covered Losses that will be cumulated to determine when the Deductible is attained; and (C) except with respect to the Fundamental Representations, any representation or warranty described therein unless until the aggregate amount of all such Indemnifiable the Buyer Indemnified Parties’ Covered Losses incurred or suffered by the Buyers Indemnified Parties under Section 9.2(a)(i) exceeds $700,0006,187,500 (the “Deductible”), in after which event the Buyers Indemnified Parties Sellers shall be entitled to seek indemnification obligated for all the Buyer Indemnified Parties’ Covered Losses under Section 11.1(a)(i9.2(a)(i) for all claims over $350,000to the extent such losses are in excess of the Deductible, subject to Sections 9.2(b)(i)(A), 9.2(b)(i)(B) and 9.2(b)(ii) and any other applicable limitations set forth herein; provided, however, that and (ii) the foregoing limitation will not apply cumulative indemnification obligation of Sellers under Section 9.2(a)(i) (other than indemnification obligations related to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, the Fundamental Representations and the representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title3.8(b) (collectively, Sufficiency and Condition of Assets)) shall in no event exceed $99,000,000 (the “Sellers Fundamental RepresentationsCap”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and. (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal Notwithstanding anything set forth herein to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representationscontrary, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if shall not have any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification obligation under this Agreement will not exceed (other than under Section 9.2(a)(iv)) for an amount equal to greater than the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price CapPrice. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11the terms and conditions set out in this Agreement, Sellersincluding the limitations set out in Sections 8.1(c) and 8.2 below and Section 3.2.5, from the Sellers shall, on a several and after Closingnot joint and several basis, shall indemnify and hold harmless BuyersBuyer in respect of any damage, their Affiliatesloss, and their respective equity holderscost, managersliability, membersexpense, officers, directors, principals, attorneys, agents, employees loss of value or other representatives damage including, but not limited to reasonable expenses of investigation and attorneys’ fees, actually incurred by Buyer or the Company, but excluding any indirect damage, loss or cost that is not a reasonably foreseeable consequence of such breach (collectively, “Buyers Indemnified Parties”the Loss) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result ofof or in connection with, or arising frombecome subject to, as a result of or in connection with: (i) the a breach of any of the representations or warranties Warranties (save where a breach of a Sellers’ Fundamental Warranty is made only by Sellers a specific Seller, in this Agreement, which case only such Seller shall be responsible for such indemnification); (ii) any breach under the Tax indemnity set out in Section 8.4 or non-fulfillment of any covenants or other agreements made by Sellers the specific indemnities set out in this Agreement, Section 8.5; (iii) a breach of covenant under this Agreement (save where a breach of covenant is made only by a specific Seller, in which case only such Seller and any of the Excluded Liabilities, and Sellers who actually participated in such breach shall be responsible for such indemnification); and (iv) any a claim in respect of fraud, willful misconduct intentional misrepresentations or criminal acts of wilful breach by the Sellers or its officersany specific Seller(s) (save where only a specific Seller committed or had knowledge of such fraud, directorsintentional misrepresentations or wilful breach, members, shareholders, employees, agents and independent contractors;in which case only such Seller shall be responsible for such indemnification). (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject Seller’s liability relating to the monetary limitation set forth above in transactions contemplated by this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; andAgreement is exclusively governed by this Agreement. (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant Any amount payable to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal Buyer or the Company under this Section 8 shall, to the product extent possible, be treated for all purposes as a reduction of (x) twenty percent (20%) times (y) the Closing Purchase Price or as a set-off against the Subsequent Closing Purchase Price (subject to Section 3.3.5(b)). No remedy under the “20% Cap”Finnish Sale of Goods Act (355/1987, as amended) for its breach of representationsor other applicable Law is available to Buyer, warranties and covenants including the right to withhold any payment, set-off any claim or receivable other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Subsequent Closing Purchase Price (the “Purchase Price Cap”subject to Section 3.3.5(b)), except that Sellers’ aggregate liability in respect of claims pursuant rescind or terminate this Agreement or to Section 11.1(a)(iii) shall not be subject refuse to proceed with the 20% Cap Closing or the Purchase Price CapSubsequent Closing. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. Subject to the other terms and conditions of this Article VII: (a) Subject to Article 11The Majority Sellers and Xxxx Sellers shall, Sellersseverally but not jointly, from and after Closing, shall indemnify and hold harmless Buyers, their Affiliates, defend each of Buyer and its Affiliates and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives Representatives (collectively, the “Buyers Indemnified PartiesBuyer Indemnitees”) against, and shall hold the Buyer Indemnitees harmless from and against against, and shall pay and reimburse each of them for any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result (subject to Section 7.04(e)) incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or arising from, by reason of: (i) the any inaccuracy in or breach of any of the representations or warranties made by Sellers of the Company or any Majority Seller or Xxxx Seller, as applicable, contained in Article III (it being understood that no Majority Seller shall be liable under this AgreementSection 7.02(a)(i) for any inaccuracy in or breach of any representations or warranties of any Xxxx Seller, and no Xxxx Seller shall be liable under this Section 7.02(a)(i) for any inaccuracy in or breach of any representations or warranties of any Majority Seller, in each case contained in Section 3.01(a), Section 3.02(c), Section 3.03(a), Section 3.05(a) or Section 3.22(a)); (ii) any breach or non-fulfillment of any covenants covenant, agreement or other agreements made obligation to be performed by Sellers in (A) the Company (prior to the Closing) or (B) any Majority Seller or Xxxx Seller, respectively (it being understood that no Majority Seller shall be liable under this Section 7.02(a)(ii) for any breach or non-fulfillment of any covenant, agreement or obligation to be performed by any Xxxx Seller, and no Xxxx Seller shall be liable under this Section 7.02(a)(ii) for any breach or non-fulfillment of any covenant, agreement or obligation to be performed by any Majority Seller) pursuant to this Agreement, ; or (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price CapTaxes. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11, Sellers, from From and after Closingthe Closing Date, shall Sellers shall, severally and not jointly, indemnify and hold harmless Buyers, their Affiliates, Buyer and its Affiliates (including the Companies) and their respective equity holdersDirectors, managers, members, officers, directorsemployees, principalsshareholders, members and agents (“Buyer Indemnified Parties”) against and in respect of all actions, suits, hearings, proceedings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, losses, damages, diminution in value, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses incurred in investigating, agents, employees preparing or other representatives defending any claims covered hereby) (collectively, “Buyers Indemnified PartiesLosses”) from and against sustained or incurred by any and all Indemnifiable Losses that such Buyers Buyer Indemnified Party incurs as a result Party, arising out of, in connection with or arising from, relating to (i) the breach of any of the representations or warranties made by Sellers in this Agreement, (iia) any breach or non-fulfillment breaches of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, Seller’s representations and warranties set forth in Section 4.1 6.1(a) (OrganizationOrganization and Qualification; CapacityPower), Section 4.2 6.1(b) (AuthorizationAuthority; NoncontraventionValidity), and Section 4.4 (Title6.2(a) (collectivelyCapital Stock), “Sellers Fundamental Representations”). For 6.2(b) (Other Outstanding Obligations) and 6.3 (Ownership of the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(iiLLC Interests and Equity Interests), (iiib) such Seller’s covenants and (iv) are not subject to the monetary limitation set forth above agreements contained in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to by their terms contemplate performance after the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein including but not limited to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 those covenants and Section 10.13 shall not be subject to the monetary limitation agreements set forth in Section 11.1(b8.4 (Non-Solicitation, Non-Competition Confidentiality), Section 8.7 (Performance of Obligations; Further Assurances), Section 8.8 (Environmental and Mining Permits), Section 8.9 (Books and Records), Section 8.10 (Indemnification; Directors’ and Officers’ Insurance), this Article XI (Survival and Indemnification), Section 12.2 (Expenses), Section 12.11 (Governing Law; Submission to Jurisdiction; Selection of Forum) and Section 12.12 (Waiver of Jury Trial) (c) the Seller Transaction Expenses or (d) the 20% Cap or the Purchase Price Cap in Section 11.1(cIndebtedness set forth on Schedule 1.1(b).

Indemnification by Sellers. In addition to each Seller's indemnification obligation under Section 6.3 below, subject to Sections 6.4, 6.5 and 6.6 below, and subject to Mr. Thierry Bouscasse's, Mr. Xxxxx Xxxxxxxx's and Mr. Robexx Xxxxxx'x xxxbility under this Section 6 which shall be apportioned between each of them up to 0.20% each of the total indemnification obligation and limited to the fraction of the total Purchase Price received by them as set out in EXHIBIT 1.1(1), Sellers shall jointly and severally indemnify (aregardless of the number of shares sold and the fraction of the Purchase Price received by each of them) Subject to Article 11, Sellersand hold Buyer harmless, from and after Closingagainst the totality of any prejudice which would result from all losses, shall indemnify damages, liabilities or expenses (including reasonable attorneys' fees and hold harmless Buyersexpenses) suffered by Buyer ("Loss" or "Losses") that result, their Affiliatesdirectly or indirectly, and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives (collectively, “Buyers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or arising from, : (i) any breach or inaccuracy of the breach representations and warranties contained in Section 3 above other than those relating to Ownership Representations (as defined in Section 6.3 below), to the extent that the corresponding Loss is not properly(1) accrued pursuant to the GAAP in the Financial Statements (as defined in Section 3.7), the notes to the Financial Statements and the statutory auditors' reports on the Financial Statements and(2) disclosed in this Agreement or the Exhibits thereto; (ii) any breach, non fulfillment or default in the performance of any of the representations or warranties covenants and agreements, made by Sellers Sellers, CFL or F&P herein or in this Agreementany schedule, (ii) any breach certificate instrument or non-fulfillment of any covenants or agreement delivered pursuant hereto other agreements made by Sellers in this Agreement, than those relating to Ownership Representations; (iii) any claim by any previous shareholder of CFL based upon receipt, in consideration of the Excluded Liabilitiestransfer of its shares of CFL to any of the Sellers, and (iv) any fraudof less than a pro-rata share of the entire consideration paid by Buyer including the Contingent Payment. For purposes of this Section 6.1, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or a Loss suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties CFL or F&P shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that deemed Loss suffered by Buyer. The validity and enforceability of the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth contained in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth 3 above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap affected by any investigation made by or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or on behalf of the events, circumstances Buyer by Simeon & Associes and Deloitte Touche Tohmatsu and any information known by Buyer as a result thereof or conditions constituting or resulting in such breachcontained therein. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11, Sellers, from From and after the Closing, shall and subject to the provisions of this Article IX, Sellers jointly and severally (except as expressly provided in this Article IX) agree to pay and to indemnify and fully, hold harmless Buyers, their Affiliates, and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives (collectively, “Buyers defend each Purchaser Indemnified Parties”) Party from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result ofProceedings, charges, complaints, Judgments, decrees, damages, dues, penalties, fines, costs, amounts paid in settlement, Liabilities, Taxes, Liens, losses, expenses and fees, including court costs and reasonable attorneys’ fees and expenses (collectively, “Damages”), arising out of or arising from, relating to: (ia) the any inaccuracy in or breach of any of the representations or warranties made by Sellers in this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless of the aggregate amount Company or Sellers contained in this Agreement; (b) any breach of any covenant or agreement of Sellers contained in Sections 2.03 (Working Capital Adjustment), 2.06 (Allocation of Purchase Price), 5.04 (Publicity), 5.08 (Financial Information Cooperation), 5.09 (Non-Competition Undertaking), 10.01 (Transaction Expenses), 10.14 (Transfer Taxes) and this Article IX of this Agreement; or (c) all such Indemnifiable Losses incurred Liabilities for Taxes of the Company, Holding or suffered by Sellers arising with respect to periods (or partial periods) prior to and including the Buyers Indemnified Parties exceeds $700,000Closing Date, in which event and (d) the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000Excluded Liabilities and the Claw-Back Liabilities; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining whether there is an inaccuracy or breach in Sellers’ or the 20% Cap. SellerCompany’s aggregate liability in respect of claims for representations and warranties and, therefore, any indemnification obligation under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”Section 9.01(a), except that Sellers’ aggregate liability all qualifications as to materiality contained in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties such representations and warranties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breachignored. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject Each Seller hereby agrees to Article 11severally indemnify and defend Buyer and its Affiliates, Sellersincluding Universal Gold Mining Corp. (including, from and after following the Closing, shall indemnify the Acquired Companies and hold harmless Buyers, their Affiliates, Subsidiaries) and their respective equity holdersstockholders, members, managers, members, officers, directors, principals, attorneysemployees, agents, employees or Affiliates, successors and assigns (collectively, the “Buyer Indemnitees”) against, and shall hold them harmless from and against, any and all losses (other representatives than loss of profits and consequential 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, “Buyers Indemnified PartiesLosses”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result resulting from, arising out of, or arising fromincurred by any Buyer Indemnitee in connection with, or otherwise with respect to: (i) the breach failure of any representation and warranty or other statement by any Seller contained in this Agreement or any other Seller Document, to be true and correct in all respects as of the representations date of this Agreement or warranties made by Sellers in this Agreement, as of the Closing Date; (ii) any breach or non-fulfillment of any covenants covenant, obligation or other agreements made by Sellers agreement of any Seller contained in this Agreement, any Schedule hereto, or any other Seller Document; (iii) any matters in respect of any business or assets or liabilities of Sellers or any of their Affiliates not relating to the Excluded Liabilities, and HemcoNic Property; (iv) any fraudmatters in respect of the Restructured Legacy Businesses or the Excluded HemcoNic Assets; (v) the matter set forth on Schedule 9.2(a)(v), willful misconduct in excess of $100,000; (vi) any fees, expenses or criminal acts other payments incurred or owed by any Seller, any Acquired Company or any of Sellers its Subsidiaries to any agent, broker, investment banker or its officersother firm or person retained or employed by it in connection with the transactions contemplated by this Agreement; and (vii) all other items provided in this Agreement to be at the cost, directorsexpense or liability of any Seller. provided that, members, shareholders, employees, agents this Section 9.2 shall not apply with respect to any Loss relating to Taxes to the extent that indemnification payments for such Loss have been made pursuant to Section 9.9. Any and independent contractors;all Losses hereunder shall bear interest from the date incurred until paid at the rate of 4.0% per annum. (b) Other than with respect to any Loss related to the Restructured Legacy Businesses, or the Excluded HemcoNic Assets, which shall be unlimited, Sellers will have no obligation to indemnify the Buyers Indemnified Parties shall not be liable for any Loss or Losses pursuant to Section 11.1(a)(i9.2(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein (“Buyer Warranty Losses”) (i) unless and until the aggregate amount of all such Indemnifiable Buyer Warranty Losses incurred or suffered by the Buyers Indemnified Parties Buyer Indemnitees exceeds $700,000500,000, in which event the Buyers Indemnified Parties Sellers shall be entitled to seek indemnification under Section 11.1(a)(i) liable for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims Buyer Warranty Losses from the first dollar, and (ii) to the extent that Buyer Warranty Losses exceed $500,000 in the aggregate; andprovided that nothing contained in this Section 9.2(b) shall be deemed to limit or restrict in any 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) Sellers’ aggregate liability The indemnification provisions contained in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to the Purchase Price (the “Purchase Price Cap”)Losses and other matters. By agreeing to these provisions, except that Sellers’ aggregate neither of any Seller nor any Acquired Company is acknowledging any wrongdoing or liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representationmatter, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 these provisions shall not act as a waiver or otherwise limit any defenses that may be subject available to the monetary limitation set forth in Section 11.1(b) Sellers or the 20% Cap or the Purchase Price Cap in Section 11.1(c)any Acquired Company with respect to any Third Party Claims.

Indemnification by Sellers. (a) Subject Sellers jointly and severally agree to Article 11, Sellers, from and after Closing, shall indemnify and hold harmless Buyers, their Affiliates, and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives (collectively, “Buyers Indemnified Parties”) each Buyer Group Member from and against any and all Indemnifiable Losses that and Expenses incurred by such Buyers Indemnified Party incurs as a result of, Buyer Group Member in connection with or arising from, : (i) the any breach by any Seller of any of the representations or warranties made by Sellers its covenants in this Agreement, ; (ii) any breach or non-fulfillment of any covenants warranty or the inaccuracy of any representation of any Seller contained or referred to in this Agreement (without regard to any "Material Adverse Effect" or other agreements made materiality exceptions or qualifications contained in any such representation or warranty) or any certificate delivered by or on behalf of Sellers in this Agreement, pursuant hereto; or (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors;Liability. (b) Notwithstanding anything contained in this Agreement to the contrary, Sellers will have no obligation shall be required to indemnify and hold harmless under clauses (i) and (ii) of Section 11.1(a) with respect to Losses and Expenses incurred by Buyer Group Members only to the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless extent the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties and Expenses exceeds $700,0002,000,000 (with such first $2,000,000 of Losses and Expenses not being subject to indemnification) and, provided, further, that with respect to any Losses and Expenses incurred by Buyer Group Members under clauses (i) and (ii) of Section 11.1(a) in excess of $2,000,000, only if any individual claim involves $25,000 or more of Losses and Expenses. In addition, in which no event shall the Buyers Indemnified Parties aggregate amount required to be paid by Sellers pursuant to Section 11.1(a) (other than with respect to clause (iii) thereof or pursuant to a breach of Section 5.23) exceed 20% of the Purchase Price (as adjusted pursuant to Section 3.2). Notwithstanding the foregoing, the limitations set forth in this Section 11.1(b) shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant an intentional misrepresentation by Sellers or to Section 11.1(a)(i2.1, Section 3.2, Section 3.3, Section 5.1, Section 5.2, the first paragraph of Section 5.3, Section 5.6, Section 5.15(e)(ii), Section 5.25, Section 7.3, Section 7.4, Section 7.5, Section 7.7, Section 7.8, Article VIII, Section 13.2, Section 13.3, Section 13.5, Section 13.6, Section 13.10 and Section 13.13. (c) The indemnification provided for in respect this Section 11.1 shall terminate eighteen months after the Closing Date (and no claims shall be made by any Buyer Group Member under this Section 11.1 thereafter), except that the indemnification by Sellers shall continue as to: (i) the obligations and representations of breaches ofSellers under the Instrument of Assignment, or inaccuracies inas to which no time limitation shall apply; (ii) the representations and warranties of Sellers set forth in Sections 5.6 and 5.18 and the covenants of Sellers set forth in Article II, Sections 3.2, 3.3, 8.1, 8.2, 8.3, 8.4, 8.5 and 8.8, which shall survive for the applicable statute of limitations; (iii) the covenants of Sellers set forth in Sections 8.6, 8.7 and 13.2(b), which shall survive for the period set forth therein; (iv) the covenants of Sellers set forth in Sections 13.2(a), 13.3, 13.5, 13.6, 13.10 and 13.13 and the matter set forth in Section 11.1(a)(iii), as to all of which no time limitation shall apply; (v) the representations and warranties set forth in Sections 5.1, 5.2, the first paragraph of Section 4.1 (Organization; Capacity)5.3, Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii5.15(e) and 5.25, which shall survive for three years after the Closing Date; (ivvi) are not subject to the monetary limitation representations and warranties of Sellers set forth above in this Section 11.1(b); howeverSections 5.23, such claims which shall be subject to indemnification only when survive for five years after the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollarClosing Date; and (cvii) Sellers’ aggregate liability any Loss or Expense of which any Buyer Group Member has notified Sellers in respect accordance with the requirements of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation Section 11.3 on or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closingdate such indemnification would otherwise terminate in accordance with this Section 11.1, as to which the obligation of Sellers shall continue until the liability of Sellers shall have been determined pursuant to this Article XI, and Sellers shall have reimbursed all Buyer Group Members for the full amount of such breach or of the events, circumstances or conditions constituting or resulting Loss and Expense in such breachaccordance with this Article XI. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject Sellers agree to Article 11defend and indemnify Etec, SellersEtec Sub and their respective affiliates, from directors, officers and after Closing, shall indemnify and hold harmless Buyers, their Affiliatesshareholders, and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives successors and assigns (collectively, “Buyers Indemnified Parties”) "Etec Indemnitees"), against and hold each of them harmless from and against any and all losses, liabilities, taxes, claims, suits, proceedings, demands, judgments, damages, expenses and costs, including, without limitation, reasonable counsel fees, costs and expenses incurred in the investigation, defense or settlement of any claims covered by this indemnity (in this Section 8.1 collectively, the "Indemnifiable Losses that Damages") which any such Buyers Indemnified Party incurs as a result of, indemnified person may suffer or arising from, incur by reason of (iI) the inaccuracy or breach of any of the representations or warranties made by Sellers in this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than of Sellers contained in this Agreement or any documents, certificate or agreement delivered pursuant hereto; (ii) any claim asserted by and granted to any person relating to or arising out of transactions, events, acts or omissions of or by Sellers or Ebetech, prior to the Closing Date; (iii) any liabilities of Ebetech (excluding expenses incurred in the ordinary course of business, including but not limited to purchase orders) not disclosed to Etec or Etec Sub, whether or not known to Sellers, which were incurred prior to the Closing Date; (iv) the absence of intellectual property essential to the business of Ebetech as it is currently conducted (not including costs of applying for and perfecting known patents); or (v) the absence of appropriate accruals in the Ebetech Balance Sheet. Notwithstanding anything herein to the contrary, Sellers' liability under this Share Purchase Agreement shall be limited to the following amounts: a) Holdback Amount shared by all Sellers Fundamental Representations; provided$ 500,000 b) VCB Venture Capital Beteiligungsgesellschaft mbH $ 1,000,000 in addition to its pro-rata share of the Holdback Amount c) MRS Technology (see 8.2), however, if any such breach Inc. $ 875,000 in addition to its pro-rata share of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations Holdback Amount Any claims by Etec Indemnitees shall be applied first against the Holdback Amount, and then pro rata against VCB and MRS; provided however, that if either VCB or MRS are unable to pay their pro rata share of the claim, the other shall be liable for the full amount of the claim to the extent of such party's liability set forth above. No claims shall be payable by Sellers until the aggregate amount of Indemnifiable Damages exceeds US $ 5,000. Once the aggregate amount of Indemnifiable Damages exceed US $ 5,000, all claims shall be payable. Any liability of Sellers under this Share Purchase Agreement applies only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability Indemnifiable Damages being asserted against Sellers in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time writing prior to the ClosingSeptember 15, of such breach or of the events, circumstances or conditions constituting or resulting in such breach1998. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11the limitations and expiration dates contained in this Section 10, Sellersif any, (specifically including the provisions of Section 10.05 and 10.06), from and after the Closing, 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 Buyers, their Affiliates, Buyer and their its respective equity holders, managers, members, officers, directors, principalsemployees, attorneysowners, agents, employees or other representatives Affiliates and their respective successors and assigns (collectively, “Buyers the "Buyer Indemnified Parties”") from, against and in respect of all Losses suffered, sustained, incurred or paid by the Buyer Indemnified Parties in connection with, resulting from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result or arising out of, directly or arising fromindirectly: (a)any inaccuracy in or breach of any representation or warranty of Sellers or Company contained in or made pursuant to Section 3 of this Agreement, including in the Disclosure Schedule; (b)any breach or nonperformance by any Seller of any covenant, undertaking, or agreement to be performed or observed by a Seller contained in or made pursuant to this Agreement. (c)any Transaction Expenses incurred or payable by the Company that are not reflected on the Transaction Expense Certificate and that are payable or paid by Buyer or the Company on or after the Closing; (d)any Debt in excess of the 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 imposed on the breach Company with respect to any pre-Closing Tax period and the portion of any of Straddle Period through and ending on the representations or warranties made by Sellers in this AgreementClosing Date, (ii) any breach or non-fulfillment Taxes of any covenants member of an Affiliated, consolidated combined or other agreements made by Sellers in this Agreementunitary 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 the Excluded Liabilities, and any Person (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; providedCompany) imposed on the Company as a transferee, howeversuccessor or by Contract, if any when the events giving rise to such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only Taxes and to the portion of the Purchase Price allocable to Company's liability for such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time Taxes occurred prior to the Closing, of such breach (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 events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein Units pursuant to the contrary notwithstandingprovisions of this Agreement, obligations of and (v) any Transfer Taxes under Wisconsin, federal or local Laws; 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 under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap Company (or any Person acting on their behalf), in connection with the Purchase Price Cap in Section 11.1(c)transactions contemplated herein. .

Indemnification by Sellers. (a) Subject to the other provisions of this Article 11, SellersVIII, from and after Closingthe Closing Date, shall Sellers agree to jointly and severally indemnify and hold harmless BuyersPurchaser, their Affiliates, the Subject Companies and each of their respective equity holdersRepresentatives, subsidiaries, direct and indirect parent companies, shareholders, partners, members, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives officers and directors (collectively, the “Buyers Indemnified PartiesPurchaser Indemnitees”) from and against for any and all Indemnifiable Losses that such Buyers Indemnified Party incurs suffered, incurred or paid, directly or indirectly, by them as a result of, or arising from, out of or related to: (i) the breach any failure of any of the representations representation or warranties warranty made by Sellers and the Company in Article III or in any schedule, exhibit, certificate or disclosure letter delivered pursuant to this AgreementAgreement to be true and correct on and as of the date of this Agreement or Closing Date as if made on such date (other than those made on a specified date, which shall be true and correct as of such specified date); (ii) any breach or non-fulfillment of any covenants covenant or other agreements agreement by any of the Sellers or the Company contained in this Agreement; (iii) Environmental Liabilities; (iv) Taxes of any Subject Company that relate to periods (or portions thereof) prior to and including the Closing Date; (v) any Company Transaction Expenses not paid by Sellers; (vi) any failure to pay the Purchase Price Adjustment to Purchaser pursuant to Section 2.3(e)(ii); (vii) any Liability relating to the failure of a Subject Company to hold any Permit set forth in Section 6.2(vi) of the Sellers Disclosure Letter, including any Liability incurred in obtaining such Permits; (viii) any labor outsourcing arrangements of the Subject Companies, including the establishment of and transition of employees to such arrangements; and (ix) any fraud and/or any intentional omission or intentional misrepresentation with respect to any representation or warranty made by Sellers in Article III or in any schedule, exhibit, certificate or disclosure letter delivered pursuant to this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek . The indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties obligations set forth in Section 4.1 8.2(iii) shall survive the Closing and terminate on the date that is five (Organization; Capacity), Section 4.2 (Authorization; Noncontravention)5) years after the Closing Date, and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b8.2(iv) or shall survive the 20% Cap or Closing and terminate on the Purchase Price Cap in Section 11.1(c)ninetieth (90th) day following the date that the applicable statute of limitations for any such Taxes expires.

Indemnification by Sellers. (a) Subject to Article 11, Sellers, from jointly and after Closingseverally, shall herein, assume an obligation to indemnify and promptly defend and/or hold harmless BuyersBuyer, PGSPar, PGS and its subsidiaries, as well as their respective Affiliates, predecessors, successors and assigns, as the case may be, for any costs, (including costs of litigation and reasonable fees and expenses of attorneys, accountants and other experts), losses, expenses, damages, reimbursements, fees or other types of obligations, including reasonable attorney expenses and fees (collectively "Losses") incurred by the Buyer, PGSPar, PGS or its subsidiaries, as well as their respective equity holdersAffiliates, managerspredecessors, memberssuccessors and assigns, officers, directors, principals, attorneys, agents, employees as in consequence or other representatives (collectively, “Buyers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or arising from, relative to: (i) the inaccuracy, infringement, mistake or breach of of, any of the representations representation or warranties warranty made by Sellers, herein or in any Exhibit, document or agreement executed by Sellers in this Agreement, and delivered to Buyer pursuant hereto; (ii) any breach or non-fulfillment of any covenants covenant or other agreements made agreement of Sellers contained herein or in any Exhibit, document or agreement executed by Sellers in and delivered to Buyer under the terms of this Agreement, ; (iii) any debt, Liabilities, penalties, fines, Taxes, judgment or other obligations of any kind or nature of PGSPar and Sellers relating to actions or inactions taken place prior to the Closing Date, as well as any tax Liability (including penalty, interests and other costs) of Sellers and/or any of the Excluded companies Affiliated to Sellers resulting from the consummation of the Transaction hereunder or from mergers, spin offs, capital reductions and corporate reorganizations, among others, involving Sellers or PGSPar, or any company in which Sellers hold or held direct or indirect equity interest; (a) any debts, Liabilities, penalties, fines, Taxes, judgments or other obligations of any kind or nature of PGS or its subsidiaries arising from acts, facts, activities, omissions or business of PGS or its subsidiaries, prior to the Closing Date, and (ivb) any fraudtax Liability (including penalty, willful misconduct or criminal acts interests and other costs) of Sellers PGSPar, PGS or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising subsidiaries resulting from the breach ofconsummation of the merger of PGS’ subsidiaries, or inaccuracy inexcept for those potential Liabilities related to the use, any representation or warranty described therein unless as tax deductible expense, of the aggregate amount of all such Indemnifiable Losses incurred or suffered goodwill generated by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollarTransaction hereunder; and (cv) Sellers’ aggregate liability in respect of claims all consents or approvals from, or notices to, third parties eventually necessary for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion completion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification transactions contemplated under this Agreement will not exceed an amount equal Agreement, or to be sent, as applicable, in accordance with the Purchase Price following agreements: (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant a) consents to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement obtained with respect to any breach of any representationlease agreements for restaurants BZ14, warranty or covenant if any officerXX00, director or equity holder of Buyer or its affiliates had actual knowledgeXX00, at any time XX00, XX00, XX00, XX00 and BZ50; and (b) notifications to be delivered to third parties prior to the ClosingClosing in connection with lease agreements for restaurants XX00, of such breach or of the eventsXX00, circumstances or conditions constituting or resulting in such breachXX00, XX00, XX00, BZ31, BZ33, BZ35, BZ39, XX00, XX00, XX00, XX00, XX00, XX00 and BZ60 (Castelo Premium Outlet). Sections 9.1.(i) to (v) referred hereinafter as “Sellers' Contingencies”. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11SECTION 11.2 below, SellersSellers (and the Company, from and after if prior to Closing), shall jointly and severally indemnify and hold harmless BuyersBuyer and its Affiliates (including the Company after the Closing), their Affiliates, and their respective equity holders, managers, membersstockholders, officers, directors, principals, attorneysemployees, agents, employees or other representatives partners, representatives, successors and assigns (collectively, “Buyers Indemnified the "Buyer Parties”") harmless from and against any and all Indemnifiable Losses liabilities, damages, losses, claims, Taxes, deficiencies, demands, settlements, costs or expenses (including interest, fines, penalties, reasonable attorneys' fees and expenses, investigation expenses, court costs and fees of expert witnesses) (all of the foregoing hereinafter collectively referred to as the "Claims") that such Buyers Indemnified Party incurs as a result ofBuyer Parties shall suffer or incur connected with, arising out of or otherwise relating to (except and solely to the extent fully reserved for on the Settlement Balance Sheet and/or otherwise reflected in any post-Closing purchase price adjustment pursuant to SECTION 3.4): (a) any Pre-Closing Liabilities; (b) any untruth or error in any representation or warranty, or arising fromany breach, default or failure to fully perform in any covenant or agreement of Sellers or the Company hereunder or in any document delivered by Sellers or the Company in connection herewith (iwithout regard to any materiality, Material Adverse Effect or other qualifications which have the effect of making such provisions less restrictive and without regard to any disclosures pursuant to SECTION 8.3); (c) any Action, demand, proceeding, investigation or Claim by any Person against or affecting the Company or Buyer which, if successful, would give rise to or evidence the existence of or relate to a breach of any of the representations representations, warranties, covenants or warranties agreements of the Company or the Sellers under this Agreement or in any document delivered by Sellers or the Company in connection herewith (without regard to any materiality, Material Adverse Effect or other qualifications that have the effect of making such provisions less restrictive and without regard to any disclosures pursuant to SECTION 8.3); (d) any Taxes (or the non-payment thereof) of the Company for all Taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any Taxable period that includes (but does not end on) the Closing Date; (e) 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 the Company (or any Person acting on their behalf), or any other costs or expenses of Sellers, in connection with the transactions contemplated by this Agreement; (f) any liabilities (whenever arising) relating to the Clinic Assets, the operation of medical clinics by Affiliates of the Company, or the Excluded Assets; (g) (i) with respect to the leases set forth on Schedule 10.2(viii) or any other leases relating to Family Futures, LLC or Medical Resources, LLC that were guaranteed by the Company or pursuant to which the Company was at any time liable, any liabilities (including liabilities under any Environmental and Safety Requirements) relating (whenever arising) to the ownership, operation or use by any Person of such property, or any hazardous materials or other contaminants that were at any time present at any of those locations or were or are part of or related to the Clinic Assets, and (ii) with respect to any breach leases assumed by the Buyer or non-fulfillment otherwise retained by the Company, any liabilities (including liabilities under any Environmental and Safety Requirements) relating (whenever arising) to the ownership, operation or use by any Person at any time on or prior to the Closing Date of such property, or any covenants hazardous materials or other agreements made by Sellers in this Agreement, contaminants that were at any time on or prior to the Closing Date present at any of those locations; (iiih) any of the Excluded Liabilitiesmatters set forth on the Indemnification Schedule attached hereto. Notwithstanding the foregoing, from and after the final resolution of the Settlement Balance Sheet as set forth in SECTION 3.4, and except with respect to matters specified in subsections (iva), (d), (e), (f), (g) and (h) above, any fraud, willful misconduct or criminal acts Claims related to post-Closing covenants and agreements of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach ofSellers', or inaccuracy inany Claims against Buyer or the Company by a person other than Sellers, the Sellers shall not be liable for any representation or warranty described therein indemnification payment hereunder unless and until the aggregate amount of all Buyer Parties' Claims hereunder exceed Two Hundred and Fifty Thousand Dollars ($250,000) (the "Indemnification Threshold"). Notwithstanding the foregoing, no Buyer Party may make any single Claim or series of similar or related Claims with respect to matters specified in subsections (b) and (c) above (other than any Claims against Buyer or the Company by a person other than Sellers) unless the losses with respect to any such Indemnifiable Losses incurred single Claim or suffered by the Buyers Indemnified Parties exceeds $700,000series of similar or related Claims, in which event the Buyers Indemnified aggregate, exceed $25,000 (and any Buyer Party may thereafter recover the entire amount of any such losses, subject to the Indemnification Threshold). Once the Indemnification Threshold is exceeded, the Buyer Parties shall be entitled to seek indemnification under Section 11.1(a)(i) recover for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims Buyer Parties' Claims from the first dollar; and , including the amount of the Indemnification Threshold. Claims with respect to matters specified in subsections (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(ia), (d), (e), (f), (g) and 11.1(a)(ii(h) will not exceed an amount equal above, any Claims related to post-Closing covenants and agreements of the product of (x) twenty percent (20%) times (y) Sellers', or any Claims against Buyer or the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants Company by a person other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap Indemnification Threshold or the Purchase Price Cap. $25,000 limit described above. Except in cases of intentional misstatement, fraudulent misrepresentation or deceit, the aggregate indemnification payments to be made pursuant to subsections (b) and (c) of this SECTION 11 shall not exceed Ten Million Dollars ($10,000,000) and the aggregate of all indemnification payments to be made pursuant to this SECTION 11 shall not exceed Fifty Million Dollars ($50,000,000). Buyer and Sellers acknowledge and agree that nothing in this Agreement shall limit or restrict the Buyer Parties' rights to assert any Claim based upon subsections (a), (d), (e), (f), (g) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to and (h) above or any breach of any representation, warranty or covenant if any officer, director or equity holder of Claim against Buyer or its affiliates had actual knowledgethe Company by a person other than Sellers, at any time prior even if Buyer could have made such claim under subsections (b) or (c) above. Any such claims pursuant to the Closingsubsections (a), of such breach or of the events(d), circumstances or conditions constituting or resulting in such breach. (e), (f), (g) Anything herein to and (h) above or any Claim against Buyer or the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 Company by a person other than Sellers shall not be subject to the monetary limitation set forth in Section 11.1(blimitations applicable to claims pursuant to subsections (b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c)and (c) described above.

Indemnification by Sellers. (a) Subject to Article 11the limitations set forth in this Section 9.02, Sellers, from the Purchaser and after Closing, shall indemnify and hold harmless Buyers, their its Affiliates, and their respective equity holders, managers, members, officers, directors, principals, attorneysemployees, agents, employees or other representatives successors and assigns (collectively, each a “Buyers Purchaser Indemnified PartiesParty”) from shall be indemnified and against held harmless by the Sellers, severally but not jointly, for any and all Indemnifiable Losses that such Buyers Indemnified Party incurs Liabilities, losses, damages, claims (including claims for compensation), costs and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses) actually suffered or incurred by them (including, without limitation, any Action brought or otherwise initiated by any of them) (hereinafter a “Loss”), net of any applicable Recoveries (as a result ofdefined below), arising out of or arising from, resulting from any of the following. (i) The breach of any representation or warranty made by the Sellers contained in this Agreement or the breach of any covenant or agreement by the Sellers contained in this Agreement or the Ancillary Agreements. (ii) The breach of any of the representations Competition Representations or warranties made by Sellers in this Agreement, (ii) any breach violations of antitrust or nonanti-fulfillment competition laws of any covenants jurisdiction, but only to the extent such breach relates to, or other such violations arise under or relate to, any of the reseller or distribution agreements made by Sellers in this Agreement, of the Company or any Subsidiary (the “Reseller Agreements”). (iii) Losses arising out of or relating to: (A) the compulsory acquisition of securities or rights to acquire securities from those ESOP participants (and any successors-in-interest) who do not execute and deliver a consent and waiver as described in Section 5.12(b) (the “Non-Consenting Participants”); (B) the exercise of dissenter or appraisal rights (howsoever described under applicable law) by the Excluded LiabilitiesNon-Consenting Participants with regard to the transactions contemplated by this Agreement or the compulsory acquisition described in the preceding paragraph; or (C) any other payments made by the Company or Purchaser after Closing to the Non-Consenting Participants, and but only to the extent that such payments are approved in writing by the Sellers’ Representative, such approval not to be unreasonably withheld. (iv) Refunds of research and development grants (including grants under the Company’s R&D Start Program Grant Agreement) and any fraud, willful misconduct other payments (including interest payments) due in connection with such refunds that the Company may be required to pay to the Commonwealth of Australia. (v) Losses arising out of or criminal acts of Sellers relating to any inaccuracy or its officers, directors, members, shareholders, employees, agents and independent contractors;omission in the Closing Expense Certificate. (b) Notwithstanding the foregoing, the Sellers will shall have no obligation to indemnify the Buyers Indemnified Parties pursuant to indemnification obligations under (i) Section 11.1(a)(i9.02(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless and until the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Purchaser Indemnified Parties Parties, net of any applicable Recoveries, exceeds $700,000100,000 (the “Deductible Amount”), in after which event the Buyers Purchaser Indemnified Parties shall be entitled to seek indemnification for all Losses, but excluding the initial Losses underlying the Deductible Amount, or (ii) Section 9.02(a)(iii) unless and until the aggregate Losses of the type described in that section exceed the aggregate value of the consideration that would have been paid to the Non-Consenting Participants pursuant to Section 2.02(c) and Section 5.12(b). (c) For purposes of this Article IX, the indemnification obligations arising under Section 11.1(a)(i9.02(a)(ii) shall survive for three years from the Closing Date and the indemnification obligations arising under Sections 9.02(a)(iii), 9.02(a)(iv) and 9.02(a)(v) shall survive for one year from the Closing Date, provided, that if at the expiration of the applicable period there are any pending claims for indemnification, then the indemnification obligations shall continue with respect to such claims until such claims are fully resolved in accordance with this Article IX. (d) To the extent that the Sellers’ indemnification obligations set forth in this Section 9.02 may be unenforceable, the Sellers shall contribute the maximum amount that each is permitted to contribute under applicable law to the payment and satisfaction of all Losses incurred by the Purchaser, the Company and the Subsidiaries, subject to the limitations in this Section 9.02. (e) Except as set forth below, the cumulative amount for which the Sellers may be liable to the Purchaser Indemnified Parties for any Losses under Article IX of this Agreement shall in no event exceed the aggregate value of the Escrow Fund; provided, that with respect to Losses: (i) incurred pursuant to breaches of Sections 3.01, 3.02, 3.03, 3.04, 3.17(a), 3.17(b), 3.17(c) or 3.17(f) of this Agreement, or (ii) of the type described in Section 9.02(a)(ii) of this Agreement, then in any such case, such Seller’s liability shall be limited instead to an amount equal to the portion of the Purchase Price receivable by such Seller. (f) The obligations and Liabilities of the Sellers under this Article IX with respect to Losses arising from claims over $350,000of any third party which are subject to the indemnification provided for in this Article IX (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if a Purchaser Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give the Sellers’ Representative notice of such Third Party Claim within 30 days of the receipt by the Purchaser Indemnified Party of such notice; provided, however, that the foregoing limitation will failure to provide such notice shall not apply release the Sellers from any of its obligations, under this Article IX except to claims for indemnification pursuant the extent (and only to Section 11.1(a)(ithe extent) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention)the Sellers are materially prejudiced by such failure, and Section 4.4 (Title) (collectivelyshall not relieve the Sellers from any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article IX. If the Sellers’ Representative acknowledges in writing the obligation of the Sellers to indemnify the Purchaser Indemnified Party hereunder against any Losses that may result from such Third Party Claim, “Sellers Fundamental Representations”). For then the avoidance Sellers’ Representative shall be entitled to assume and control the defense or settlement of doubt, claims for indemnification pursuant such Third Party Claim at its expense and through counsel of his choice if he gives notice of his intention to Sections 11.1(a)(ii), (iii) and (iv) are not subject do so to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when Purchaser Indemnified Party within 30 days of the amount receipt of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims notice from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental RepresentationsPurchaser Indemnified Party; provided, however, that (i) if any such breach there exists or is reasonably likely to exist a conflict of representation interest that would make it inappropriate in the Purchaser Indemnified Party’s reasonable discretion, for the same counsel to represent both the Purchaser Indemnified Party and the Sellers, or warranty is specific (ii) the Purchaser Indemnified Party reasonably concludes that the aggregate Losses are likely to a Facility or fewer than all Facilities, then exceed the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as Indemnification limits set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”Section 9.02(e), except that Sellers’ aggregate liability then, in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to either such case, the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Purchaser Indemnified Parties Party shall be entitled to indemnification under this Agreement retain its own counsel at Purchaser’s expense and such counsel shall cooperate in good faith with respect counsel to the Sellers. In the event the Sellers’ Representative exercises the right to undertake any breach of such defense against any representationsuch Third Party Claim as provided above, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledgethe Purchaser Indemnified Party shall cooperate with the Sellers’ Representative in such defense and make available to the Sellers’ Representative, at the Sellers’ expense, all witnesses, pertinent records, materials and information in the Purchaser Indemnified Party’s possession or under the Purchaser Indemnified Party’s control relating thereto as is reasonably required by the Sellers’ Representative. Similarly, in the event the Purchaser Indemnified Party is, directly or indirectly, conducting the defense against any time prior such Third Party Claim, the Sellers shall cooperate with the Purchaser Indemnified Party in such defense and make available to the ClosingPurchaser Indemnified Party all such witnesses, of records, materials and information in the Sellers’ possession or under the Sellers’ control relating thereto as is reasonably required by the Purchaser Indemnified Party. No such breach or Third Party Claim may be settled by the Sellers without the prior written consent of the eventsPurchaser Indemnified Party, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 which consent shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c)unreasonably withheld.