Common use of Indemnification by Sellers Clause in Contracts

Indemnification by Sellers. From and after the Closing, Sellers shall indemnify Buyer and its affiliates, officers, directors, employees , stockholders and agents (the "Buyer Indemnified Parties") against and hold them harmless from any liability, claim, damage, Tax or expense (including reasonable legal fees and expenses) ("Losses") suffered or incurred by any Buyer Indemnified Party as a result of, arising from or relating to the following: (a) any breach of any representation or warranty of Sellers contained in this Agreement or any certificate delivered pursuant hereto; (b) any breach of any covenant or agreement of Sellers contained in this Agreement; (c) any breach of any covenant or agreement of the Companies contained in this Agreement relating to the period prior to the Closing; (d) liabilities of any Company resulting from or arising out of the conduct of the Business prior to the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance Sheet; (e) any claim arising out of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period or portion thereof ending on or prior to the Closing Date; (h) any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000.

Indemnification by Sellers. From Sellers, jointly and after the Closingseverally, Sellers shall agree to indemnify Buyer and its affiliatessubsidiaries and affiliates and each of their respective shareholders, officers, directors, employees , stockholders officers and agents directors (collectively the "“Buyer Indemnified Parties"”) against all losses, liabilities, obligations, demands, judgments, settlements, damages (but excluding any claims for consequential damages, lost profits or punitive damages suffered directly by Buyer or Company as opposed to consequential damages, lost profits or punitive damages paid by Buyer or Company to a third party), or reasonable expenses (including, but not limited to, interest, penalties, fees, and hold them harmless from any liability, claim, damage, Tax or expense (including reasonable legal professional fees and expenses) and against all claims in respect thereof ("including, without limitation, amounts paid in settlement and reasonable costs of investigation), whether or not involving a third-party claim (herein referred to collectively as “Buyer’s Losses"” or individually as a “Buyer’s Loss”) suffered or incurred by any to which the Buyer Indemnified Party Parties or Company may suffer or incur, directly or indirectly, as a result of, arising from or relating to the followingin connection with: (a) any untrue representation of or breach of warranty, by Sellers in any representation or warranty part of Sellers contained in this Agreement or any certificate delivered pursuant heretoAgreement; (b) any the breach of or nonfulfillment of any covenant covenant, agreement or agreement undertaking of Sellers contained in this Agreement;; and (c) any breach of any covenant or agreement obligation for Taxes of the Companies contained in this Agreement relating to the period prior to the Closing; (d) liabilities of any Sellers or Company resulting from or arising out of the conduct of the Business prior to the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance Sheet; (e) any claim arising out of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period (or portion thereof ending on or thereof) prior to the Closing Date; (hd) any actionliability, suitexpense, proceedingcost, claim, demand, assessment tax or judgment incident obligation of any nature with respect to such current or former employee or other individual arising in connection with group health plan coverage required under Section 4980B of the foregoing Code or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnityPart 6 of Subtitle B of Title I of ERISA; (e) pending litigation against Company; and (if) any Tax,cost the operation of Company on or other expense (including any amounts imposed as a result of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior to before the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000.

Indemnification by Sellers. From and after the Closing, Sellers shall jointly and severally indemnify Buyer and its affiliateshold harmless Buyer, the Company, and their respective directors, officers, directorsemployees, employees agents, stockholders attorneys and agents shareholders (collectively, the "Buyer Indemnified PartiesGroup") against in respect of any and hold them harmless from all claims, losses, damages, liabilities and expenses (including, without limitation, settlement costs and any liabilityreasonable legal, claimaccounting and other expenses for investigating or defending any actions or threatened actions) incurred (collectively, damage, Tax or expense (including reasonable legal fees and expenses) ("Losses") suffered or by the Buyer Group, together with interest on cash disbursements in connection therewith at the base rate for prime commercial lenders of Buyer's primary bank as announced from time to time, plus 1 percent per annum (the "Reference Rate") from 60 days after the date such Losses were incurred by any the Buyer Indemnified Party as a result ofGroup until paid by Sellers, arising from or relating to in connection with each and all of the following: (a) 6.1.1. any breach of any representation or warranty made by Sellers in this Agreement; 6.1.2. the breach of any covenant, agreement or obligation of Sellers contained in this Agreement or any certificate other instrument delivered pursuant heretoat the Closing; (b) 6.1.3. any breach of any covenant or agreement of Sellers misrepresentation contained in any Schedule, certificate or other documents furnished by Sellers pursuant to this Agreement; 6.1.4. the failure to pay when due any and all liabilities for Taxes (cas defined in Section 3.21.1) that (i) accrued with respect to any breach of any covenant or agreement taxable periods of the Companies contained in this Agreement relating Company ending on or before the Closing Date, (ii) accrued with respect to the period prior to the Closing; (d) liabilities of any Company resulting from assets, operations or arising out business of the conduct of Company during all periods up to and including the Business prior to Closing whether or not such periods are taxable periods, or (iii) are incurred and become payable by the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance Sheet; (e) any claim arising out of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation Buyer as a result of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) 6.1.5. any claim, demand or cause of action asserted or brought by any person for breach of warranty, or similar claims in connection with sales of products sold or leased by the Taxes of Company at any time prior to the Closing Date or which comprised any part of the Companies Inventory existing on the Closing Date and which was sold by Buyer within 90 days after the Closing Date; 6.1.6. any claim, demand or cause of action asserted or brought by any person for physical injury to, death of, or property damage suffered by such person or any taxable period other person which was proximately caused by any products sold or portion thereof ending on or leased by the Company at any time prior to the Closing Date; 6.1.7. the violation of any federal, state, local or foreign laws, regulations, orders, requirements or ordinances, including those dealing with environmental matters, prior to the Closing Date by Sellers, the Company or any of their affiliates, agents or assigns; (ha) conditions existing at, or caused by events prior to the Closing Date which are violations of any federal, state or local environmental statute, regulation, requirement or ordinance prior to the Closing Date with respect to the Company or any of its assets, and (b) any actionother environmental conditions in existence as of the Closing Date on the real property currently or previously owned, suitleased or used by the Company, proceedingwhether or not described in Section 3.19((a) and (b) being collectively referred to herein as "Environmental Conditions"), claimwhich as of the Closing, demand, assessment or judgment incident to will in the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed future as a result of the application of Section 481 operation of the Code) resulting Company prior to Closing, require remediation, removal, or other corrective actions. With respect to each and every Environmental Condition, Sellers' obligation to indemnify the Buyer Group from any change in accounting method Losses shall include but not be limited to: (i) fines, penalties, assessments and judgments (whether related to current or any change in the accounting treatment of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000.past

Indemnification by Sellers. From and after the Closing, and subject to this Article 8, Sellers shall defend, indemnify Buyer and hold harmless Buyer, and each of its affiliatesSubsidiaries (including the Group Companies after the Closing) and Affiliates, and their respective officers, directors, employees managers, stockholders employees, agents, attorneys, accountants, representatives, successors and agents assigns (collectively, the "“Buyer Indemnified Parties"Indemnitees”) from and against, and pay or reimburse the Buyer Indemnitees for all Losses imposed on, sustained, incurred, suffered by or asserted against and hold them harmless from any liabilitythe Buyer Indemnitees whether in respect of a Third Party Claim, claimclaims between the parties, damageor otherwise, Tax relating to or expense (including reasonable legal fees and expenses) ("Losses") suffered or incurred by any Buyer Indemnified Party as a result arising out of, arising based upon, by reason of, or resulting from or relating to the following: (a) any inaccuracy in or breach of any representation or warranty of Sellers contained by the Company in this Agreement or in any certificate delivered pursuant hereto; to this Agreement, (b) any inaccuracy in or breach of any covenant representation or agreement of Sellers contained warranty by any Seller in this Agreement or in any certificate delivered pursuant to this Agreement; , (c) any breach or default in performance by the Company or any Seller of any covenant Pre-Closing Covenant or agreement Post-Closing Covenant of the Companies contained in this Agreement Sellers, (d) any claim of any Seller or holder of Options relating to the period prior allocation or entitlement to the Closing; (d) liabilities of any Company resulting from or arising out a portion of the conduct consideration paid in consummating the transactions contemplated hereby, including any such claims under any purported contractual, employment or other rights that assert rights to any security of the Business prior Company or claims for damages based on any such rights (in each case, other than (i) any claims to receive the amounts specified as payable to such Seller or Option holder pursuant to this Agreement and (ii) any claims based upon such Holder’s entitlement to any Earn-out Payments in lieu of entitlement to proceeds paid at Closing), including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance Sheet; (e) any claim arising out of any breach Closing Date Indebtedness, Company Expenses or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to Change in Control Payments not properly included in the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out final calculation of the conduct of the Business prior Cash Purchase Price determined pursuant to the Closing; Section 1.3(c) or (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period or portion thereof ending on or prior to the Closing Date; (h) any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred matters set forth in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000.Exhibit H.

Indemnification by Sellers. From (a) Subject to the terms hereof, each Seller will, severally and after the Closingnot jointly, Sellers shall indemnify Buyer and its affiliatesindemnify, officers, directors, employees , stockholders and agents (the "Buyer Indemnified Parties") against defend and hold them harmless from Purchaser Indemnified Parties from, against, and in respect of, any liabilityand all Losses arising out of or relating to: (i) any breach or inaccuracy of a Seller Fundamental Representation by such Seller; (ii) any breach of any covenant, claimagreement or undertaking made by such Seller in this Agreement (other than any covenant, damageagreement or undertaking in respect of Taxes, the subject of which is set forth in Section 8.2(a)(iii) and Section 8.2(b)(i)); and (iii) any Taxes of such Seller for any Tax period. (b) Subject to the terms hereof, the Xxxxx Seller will indemnify, defend and hold harmless Purchaser Indemnified Parties from, against, and in respect of, any and all Losses arising out of or expense relating to: (including reasonable legal fees and expensesi) ("Losses") suffered or incurred by any Buyer Indemnified Party all Pre-Closing Taxes, except to the extent such Taxes were reflected as a result ofcurrent liability on the Final Closing Statement; (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Transferred Company (or any predecessor of the Transferred Company) is or was a member (other than another Transferred Company) on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of state, local or non-U.S. Law; (iii) any and all Taxes of any Person (other than a Transferred Company) imposed on the Transferred Company arising under the principles of transferee or successor liability or by Contract or operation of Law, arising from or relating to the following: (a) any breach of any representation or warranty of Sellers contained in this Agreement or any certificate delivered pursuant hereto; (b) any breach of any covenant or agreement of Sellers contained in this Agreement; (c) any breach of any covenant or agreement of the Companies contained in this Agreement relating to the period prior to the Closing; (d) liabilities of any Company resulting from or arising out of the conduct of the Business prior to the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance Sheet; (e) any claim arising out of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment transactions or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period or portion thereof ending events which occurred on or prior to the Closing Date; and (hiii) Sellers’ share of any action, suit, proceeding, claim, demand, assessment Transfer Taxes under Section 7.6. In no event shall each Seller’s aggregate liability arising out of or judgment incident relating to Section 8.2(a)(i) and Section 8.2(a)(ii) exceed its pro rata portion (according to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result percentage of the application of Section 481 Equity Securities of the CodeCompany it owns) resulting from of $250,000 (the “Cap”). For the avoidance of doubt, the Cap shall not apply to Section 8.2(a)(iii) and Section 8.2(b). Further, for the avoidance of doubt, the Xxxxx Seller shall not be responsible for any change in accounting method or any change in breach by the accounting treatment of any item of any Minority Seller of the Companies, from Seller Fundamental Representations or covenants made by the method Minority Seller hereunder and the Minority Seller shall not be responsible for any breach by the Xxxxx Seller of the Seller Fundamental Representations or treatment used covenants made by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000Xxxxx Seller hereunder.

Indemnification by Sellers. From and after the ClosingClosing and subject to the limitations of this Article 10, Sellers shall each Seller shall, joint and severally, indemnify and hold Buyer and its affiliatesAffiliates, its and their respective successors and assigns, and in each such case its and their respective present or former directors, officers, directorsshareholders, employees , stockholders and agents (the "“Buyer Indemnified Parties"”) against and hold them harmless from and against any liability, claim, damage, Tax or expense (including reasonable legal fees and expenses) ("Losses") suffered or all Losses at any time incurred by any Buyer Indemnified Party as a result ofin connection with, resulting from, related to or arising from or relating to the followingfrom: (a) any material breach by such Seller of any of its representations or warranties (with materiality determined, where applicable, by reference to the Purchased Contract that is the subject of the relevant representation or warranty of Sellers contained warranty) in this Agreement Agreement, the Assignment and Assumption Agreements, or in any certificate delivered pursuant heretoother agreement entered into in connection with this Agreement; (b) any material breach or nonfulfillment of any agreement or covenant (in each case with materiality determined, where applicable, by reference to the Purchased Contract that is the subject of the relevant agreement or covenant) to be performed by such Seller pursuant to this Agreement, the Assignment and Assumption Agreements, or in any other agreement of Sellers contained entered into in connection with this Agreement; (c) any breach of claim by an Obligor or a third party in connection with such Seller’s making or collecting loans or performing any covenant or agreement of transactions under the Companies contained in this Agreement relating to the period Transaction Documents prior to or at the Closing;Closing Date; or (d) liabilities of any Company resulting from failure by such Seller to pay or arising out perform, or any claim against a Buyer Indemnified Party by a third party that, if successful, would give rise to, any of the conduct of the Business prior Excluded Obligations. Notwithstanding anything to the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected contrary contained in the Most Recent Balance Sheet; (e) any claim arising out of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees Sellers have made no representations or warranties, and expenses of attorneystherefore provide no indemnification, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period or portion thereof ending on or prior to the Closing Date; (h) any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and regarding: (i) the creditworthiness, solvency or financial ability of any Tax,cost Obligor or Guarantor or any other expense (obligor, including any amounts imposed as a result pledgor, any letter of credit issuer or insurer to pay or to perform any of its liabilities or obligations with respect to the application of Section 481 of Purchased Assets, or (ii) any Obligor’s or Guarantor’s paying or performing pursuant to the Code) resulting from any change in accounting method or any change in the accounting treatment terms of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000Purchased Contract.

Indemnification by Sellers. From Each Seller shall, jointly and after the Closingseverally, Sellers shall indemnify Buyer and its affiliateshold harmless Purchaser and each of Purchaser's Affiliates, directors, officers, directorsemployees, employees attorneys, stockholders agents and agents Representatives (collectively, the "Buyer Indemnified Affiliated Parties") against in 50 respect of any and hold them harmless from any liabilityall claims, claimlosses, damagedamages, Tax or expense (including liabilities, declines in value of the assets, penalties, interest, costs and expenses, including, without limitation, reasonable legal attorneys', accountants' and consultants' fees and expenses) other expenses (collectively, "LossesDamages") suffered or ), incurred by Purchaser or Purchaser's Affiliated Parties, together with interest on cash disbursements in connection therewith, at an annual rate equal to the Prime Rate then in effect, from the date such cash disbursements were made by Purchaser or any Buyer Indemnified Party as a result ofof their respective Affiliated Parties until paid by such Seller, arising from in connection with, or relating to resulting from, any or all of the following: (a) any Any breach or inaccuracy of any representation or warranty made by such Seller in Article V of Sellers this Agreement or in any document, schedule, exhibit or other instrument relating hereto; (b) Any misrepresentation contained in any written statement or certificate furnished by such Seller pursuant to this Agreement or the Transactions; (c) Any failure to perform or comply with any covenant, agreement or obligation of such Seller contained in this Agreement or any certificate delivered pursuant hereto; (b) any breach of any covenant document or agreement of Sellers contained in other instrument contemplated by this Agreement; (cd) Any injury to persons or death or property damage resulting from or contributed to by any breach of products designed, manufactured, sold or leased by any covenant or agreement of the Companies contained in this Agreement relating Sellers or any services performed by any of the Sellers if the accident, incident or occurrence giving rise to the period such claim, action, lawsuit or proceeding occurred prior to the Closing; (d) liabilities of any Company resulting from or arising out of the conduct of the Business prior to the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance Sheet;Closing Date; and (e) With respect to any claim arising out of any breach or violation or alleged breach or violation the failure of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period or portion thereof ending on or prior to the Closing Date; (h) any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount bulk transfer or bulk sales laws of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, jurisdiction in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000accordance with Section 7.11.

Indemnification by Sellers. From Subject to the limitations and other terms and conditions of this Article IX, including the caps on liability set forth in Section 9.04, Sellers and Seller Principals, jointly and severally, shall indemnify Buyer, Parent and their respective Affiliates (including, after the Closing, Sellers shall indemnify Buyer and its affiliatesGravitas) (collectively, officers, directors, employees , stockholders and agents (the "“Buyer Indemnified Parties"”) against against, and shall hold them the Buyer Indemnified Parties harmless from and against, any liabilityand all claims, claimjudgments, damagedamages, Tax or expense (liabilities, settlements, losses, costs and expenses, including reasonable legal attorneys’ fees and expenses) disbursements ("Losses") suffered a “Loss”), incurred or incurred by sustained by, or imposed upon, any of the Buyer Indemnified Party as a result Parties based upon, arising out of, arising from with respect to or relating to the followingby reason of: (a) any breach of any representation of the representations or warranty of Sellers warranties contained in Article IV of this Agreement or any certificate delivered pursuant heretoAgreement; (b) any breach of any covenant of the representations or agreement of Sellers warranties made by a Seller contained in Article III of this Agreement; (c) any breach of or violation of, or failure to fully perform, any covenant covenant, agreement, undertaking or agreement of the Companies obligation to be performed by Gravitas or Sellers contained in Article II, Article VII, or Article XI of this Agreement relating to the period prior to the ClosingAgreement; (d) liabilities of any Company resulting from or arising out of the conduct of the Business prior to the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance Sheet; (ei) any claim arising out of any breach or violation of, or alleged breach failure to fully perform, any covenant, agreement, undertaking or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closingobligation in Article VI; (fi) expenses all Taxes of either Gravitas or a Seller or any Company, other than Transaction Expenses, relating to the consummation business of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; Gravitas for all Pre-Closing Tax Periods; (gii) the all Taxes of any member of the Companies for an affiliated, consolidated, combined or unitary group of which Gravitas (or any taxable period predecessor of Gravitas) is or portion thereof ending was a member on or prior to the Closing Date; Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (hiii) any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment and all Taxes of any item person imposed on Gravitas or a Seller arising under the principles of any of the Companiestransferee or successor liability or by contract, from the method relating to an event or treatment used by such Company for taxable periods beginning prior to transaction occurring before the Closing Date; provided, which change Buyer deems necessary however, that this covenant shall expire on the third (3rd) anniversary of the Closing Date; or (f) any Indebtedness or appropriate, Transaction Expenses not paid in Buyer's sole discretion, to comply accordance with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in 2.04 and Section 2.08(c) hereunder. (g) the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000.matters set forth on Schedule 9.02(f);

Indemnification by Sellers. From Each Seller and after their respective successors and permitted assigns will subsequent to the Closing, Sellers shall jointly and severally indemnify Buyer and its affiliateshold harmless the Company, Buyer, Newco their respective subsidiaries and affiliates and their respective officers, directors, employees , stockholders and agents (individually, a “Buyer Indemnified Party” and collectively, the "“Buyer Indemnified Parties"”) from and against and hold them harmless from any liabilityin respect of all losses, claimliabilities, damageobligations, Tax or expense damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, fines, penalties, costs and expenses (including the reasonable legal fees fees, disbursements and expensesexpenses of attorneys, accountants and consultants) of any kind or nature whatsoever ("Losses"whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) sustained, suffered or incurred by or made against (collectively “Losses” and individually a “Loss”) any Buyer Indemnified Party as a result arising out of, arising from based upon or relating to the followingin connection with: (a) actual fraud or an intentional misrepresentation by Sellers or the Company of any of their representations or warranties in this Agreement or in any Schedule, exhibit, certificate, financial statement, agreement or other instrument delivered under or in connection with this Agreement; (b) any other breach of any representation or warranty (other than a breach of Section 3.24 hereof, which is addressed in Section 6.02(a) hereof) made by Sellers contained or the Company in this Agreement or in any certificate Schedule, exhibit, certificate, financial statement, agreement or other instrument delivered pursuant hereto; (b) any breach of any covenant under or agreement of Sellers contained in connection with this Agreement; (c) any breach of any covenant or agreement of made by Sellers or the Companies contained Company in this Agreement relating to the period prior to the Closingor in any Schedule, exhibit, certificate, financial statement, agreement or other instrument delivered under or in connection with this Agreement; (d) liabilities of any Company resulting from or arising out of the conduct of the Business prior to the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance Sheet;Excluded Liability; and (e) any claim arising out of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior liability under the Terminated Contracts to the Closing, and any judgment or other adverse determination or settlement or claim arising out extent provided in Section 6.07. Claims under clauses (a) through (e) of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period or portion thereof ending on or prior to the Closing Date; (h) any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers 8.01 shall be obligated hereinafter collectively referred to indemnify as “Buyer under this Section 11.2 only Indemnifiable Claims,” and Losses in the event -38- that the aggregate amount respect of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer such claims shall be entitled hereinafter collectively referred to recover all such Losses including such $50,000as “Buyer Indemnifiable Losses.”

Indemnification by Sellers. From Effective only from and after upon the occurrence of the Closing, and subject to Section 8.3 and Section 9.1 below, each of the Sellers shall hereby agrees to jointly and severally defend, indemnify Buyer and its affiliateshold harmless Questron and the Company and their respective successors, officersassigns and affiliates (collectively, directors, employees , stockholders and agents (the "Buyer Indemnified PartiesQuestron Indemnitees") from and against any and hold them harmless from any liabilityall losses, claimdeficiencies, damageliabilities, Tax or expense (damages, assessments, judgments, costs and expenses, including reasonable legal attorneys' fees (both those 715586.5 -31- incurred in connection with the defense or prosecution of the indemnifiable claim and expenses) those incurred in connection with the enforcement of this provision), including, without limitation, Environmental Liabilities and Costs (collectively, "Questron Losses") suffered or incurred by any Buyer Indemnified Party as a result of), arising caused by, resulting from or relating to the followingarising out of: (ai) any breach breaches of any representation or warranty of Sellers contained in under this Agreement on the part of any Seller; and (ii) failures by any of the Sellers to perform or otherwise fulfill any certificate delivered pursuant heretoundertaking or other agreement or obligation under this Agreement; (b) any breach of any covenant or agreement and all Taxes imposed on the Company (including, without limitation, Taxes relating to the Tax liability of Sellers contained in this Agreementto the extent any governmental authority seeks to impose such Taxes on the Company) for, or relating to, all Pre-Closing Periods to the extent the charges, accruals and reserves therefor as reflected on the books of the Company as of the date of the Closing are inadequate to cover such Taxes; (c) any breach of any covenant or agreement liabilities of the Companies contained in this Agreement relating to the period prior to the Closing; (d) liabilities of any Company resulting from or arising out of the conduct operations of the Business prior to the ClosingCompany's business, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance Sheet; (e) any claim arising out of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Companyfacts, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period circumstances or portion thereof ending on events existing or prior to the Closing Date; (h) any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning occurring prior to the Closing Date, including, without limitation, any product liability claim with respect to any products, goods or services distributed or sold prior to the Closing Date; and (d) any and all actions, suits, proceedings, claims, demands, incident to any of the foregoing or such indemnification; provided, however, that if any claim, liability, demand, assessment, action, suit or proceeding shall be asserted in respect of which change Buyer deems necessary a Questron Indemnitee proposes to demand indemnification ("Questron Indemnified Claims"), Questron or appropriatesuch other Questron Indemnitee shall promptly notify the Sellers thereof, provided further, however, that the failure to so notify the Sellers shall not reduce or affect Sellers' obligations with respect thereto except to the extent that Sellers are materially prejudiced thereby. Subject to rights of or duties to any insurer or other third Person having liability therefor, the Sellers shall have the right promptly upon receipt of such notice (after acknowledging responsibility for such Questron Indemnified Claim) to assume the control of the defense, compromise or settlement of any such Questron Indemnified Claims (provided that any compromise or settlement must be reasonably approved by Questron), including, at its own expense, employment of counsel reasonably satisfactory to Questron; provided, however, that if the Sellers shall have exercised their right to assume such control, Questron may, in Buyer's its sole discretiondiscretion and at its expense, employ counsel to comply with applicable Tax lawrepresent it (in addition to counsel employed by the Sellers) in any such matter. So long as the Sellers are contesting any such Questron Indemnified Claim in good faith, Questron and each other Questron Indemnitee shall be obligated not pay or settle any such Questron Indemnified Claim. Questron shall have the right to indemnify Buyer under this Section 11.2 only in offset any Questron Indemnified Claims and/or Questron Losses against the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,0001999 Deferred Purchase Price.

Indemnification by Sellers. From Subject to all limitations set forth in Section 8(e), Sellers’ Parent and after Sellers, jointly and severally, agree to defend and indemnify the Closing, Sellers shall indemnify Buyer and its affiliates, officers, directors, employees , stockholders and agents (the "Buyer Indemnified Parties") against Parties against, and to hold the Buyer Indemnified Parties harmless from, any and all Losses incurred or suffered by any of them harmless arising out of or resulting from any liability, claim, damage, Tax or expense (including reasonable legal fees and expenses) ("Losses") suffered or incurred by any Buyer Indemnified Party as a result of, arising from or relating to of the following: (ai) any breach of or any inaccuracy in any representation or warranty of made by Sellers contained in this Agreement or any certificate delivered pursuant hereto; (b) any breach of any covenant or agreement of Sellers contained in this Agreement; (cii) any breach of or failure by Sellers to perform any covenant or agreement obligation of the Companies contained Sellers set out in this Agreement relating to the period prior to the ClosingAgreement; (diii) liabilities of any Company resulting from or arising out asset of the conduct Sellers or any of the Business prior to the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are their Affiliates that is not reflected in the Most Recent Balance Sheetan Acquired Asset; (eiv) any claim arising out liability of Sellers or any breach of their Affiliates that is not an Assumed Liability, or violation other than the Assumed Liabilities, any other obligations or alleged breach or violation of any Environmental, Health and Safety Requirement liabilities relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out our of the conduct ownership or operation of the Business prior to the Closing; (f) expenses of either Seller or any CompanyFPP, other than Transaction ExpensesIFS, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period Subsidiaries, the Target Business or portion thereof ending the Acquired Assets on or prior to the Closing Date; (hv) all noncompliance with Environmental, Health and Safety Requirements, including but not limited to all penalties and costs (including investigatory, remediation and monitoring costs) related to use of Hazardous Materials or the lack of required environmental Permits at any action, suit, proceeding, claim, demand, assessment Owned Real Property or judgment incident Leased Real Property (to the foregoing extent such noncompliance or incurred in investigating uses of Hazardous Materials occurred prior to or to avoid on the same or to oppose the imposition thereof or in enforcing this indemnityClosing Date); and (ivi) any Tax,cost alleged violation of, or other expense (including any amounts imposed as a result of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, failure to comply with applicable Tax law. Sellers shall be obligated any provision of, or to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount give any notice or make any filing pursuant to, any bulk-transfer provision of any Losses suffered Law enacted by any state or incurred by Buyerother jurisdiction (collectively, as the “Bulk Sales Laws”), whether or not Buyer or Sellers attempt to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all comply with such Losses including such $50,000Laws.

Indemnification by Sellers. From Sellers jointly and after severally agree to indemnify, defend, and hold the ClosingPurchasers, Sellers shall indemnify Buyer and its affiliates, their respective officers, directors, and employees and the Partnership harmless from, stockholders and agents (the "Buyer Indemnified Parties") against and hold them harmless from in respect of, and shall, on demand, reimburse Purchasers (or if Purchasers so direct, the Partnership) for any liabilityand all loss, claimoffset, damage, Tax liability or expense (including reasonable legal fees and expenses) ("Losses") damages suffered or incurred by any Buyer Indemnified Party as a result the Partnership which arises out of, arising from or relating to the following: (aA) any untrue representation, breach of warranty or nonfulfillment of any representation covenant or warranty of agreement by Sellers contained in this Agreement or in any certificate certificate, document or instrument delivered to Purchasers pursuant hereto; (b) any breach of any covenant or agreement of Sellers contained in to this Agreement; (cB) any breach act, omission, transaction, circumstance or state of facts which occurred or existed on or before the Closing Date, whether known or unknown, and which gives rise to any covenant liability, contingent liability or agreement obligation of the Companies contained Partnership after the Closing Date, except for any liability, contingent liability or obligation: (1) which is expressly disclosed in this Agreement relating to or any Schedule hereto, or (2) which arose in the period ordinary course of business or with the prior to the Closingwritten approval of Purchasers since December 31, 1996; (d) liabilities of any Company resulting from or arising out of the conduct of the Business prior to the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance Sheet; (eC) any claim for a finder's fee or brokerage or other commission arising out by reason of any breach services alleged to have been rendered to or violation or alleged breach or violation at the direction of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of Sellers or the Business prior Partnership with respect to the Closing; (f) expenses of either Seller this Agreement or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (gD) the Taxes of any claim for personal injury or property damage incurred or sustained by reason of the Companies for any taxable period Partnership's business or portion thereof ending on or operations by the Partnership prior to the Closing Date, to the extent not covered by insurance; (hE) any actionclaim by Xxxxxx Xxx Xxxxxxx, suitwhether sounding in tort or in contract, proceedingagainst the Partnership or Purchasers' in connection with the transactions contemplated by this Agreement or under the Partnership Agreement; and (F) any and all actions, claimsuits, demandproceedings, assessment or judgment claims, demands, assessments, judgments, costs and expenses, including, without limitation, reasonable attorneys' fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof thereof, or in enforcing relating to the enforcement of this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000.

Indemnification by Sellers. From and after Subject to the Closingconditions contained in Section 12.4 hereof, Sellers shall and Keynote shall, jointly and severally, indemnify and hold Buyer (and its affiliatesshareholders, directors, officers, directors, employees , stockholders and agents (the "Buyer Indemnified Parties"affiliates) against and hold them harmless from and against any liabilityand all claims, claimliabilities (including any strict liabilities with respect to any Loss specified under clause (iv) below), damagefines, Tax penalties, losses, damages, (excluding incidental or expense consequential damages such as lost profits resulting from any disruption of operation of the Assets), costs and expenses (including reasonable legal fees counsel fees) incurred by Buyer (i) within five (5) years from the date of Closing with respect to environmental matters, and expenses(ii) within three (3) years from the date of Closing with respect to all other matters, from or related to any of the following (hereinafter called a "Loss" or "Losses") suffered or incurred by any Buyer Indemnified Party as a result of, arising from or relating to the following:): (ai) any breach by Sellers of any representation representation, warranty, covenant, obligation or warranty of undertaking made by Sellers contained in this Agreement or any certificate delivered pursuant hereto; (b) any breach of any covenant or agreement of Sellers contained in to this Agreement; (cii) any claim or liability not arising out of an obligation assumed by Buyer hereunder and asserted for failure to comply with any applicable bulk sales, fraudulent conveyance or other laws for the protection of creditors; (iii) any product liability claim or other claim for the breach of any covenant express or agreement of the Companies contained in this Agreement relating to the period prior to the Closing; (d) liabilities of any Company resulting from or arising out of the conduct of the Business prior to the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance Sheet; (e) any claim arising out of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closingimplied warranty, and any judgment or other adverse determination or settlement or claim arising out of any suitwhatever nature, action or proceeding arising out and from all damages resulting therefrom, which may be made in connection with the sale of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated products manufactured by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period or portion thereof ending on or Sellers prior to the Closing Date; (hiv) any action, suit, proceeding, claim, demand, assessment claim or judgment incident liability relating to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result operation of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning Business prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred Date not assumed by Buyer, as including, without limitation, liability under labor, collective bargaining, or employment agreements and liability relating to which Buyer would be entitled to indemnification thereunder,shall exceedpension, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000retirement or other employee benefit plans.

Indemnification by Sellers. From (a) Subject to the other terms and after the Closingconditions of this Article IX, Sellers (jointly and severally) shall indemnify and defend each of Buyer, Parent and their Affiliates and their respective representatives (collectively, the “Buyer Indemnitees”) against, and its affiliates, officers, directors, employees , stockholders and agents (the "Buyer Indemnified Parties") against and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any liabilityand all Losses incurred or sustained by, claimor imposed upon, damage, Tax or expense (including reasonable legal fees and expenses) ("Losses") suffered or incurred by any Buyer Indemnified Party as a result Indemnitees based upon, arising out of, arising from with respect to, or relating to the followingby reason of: (ai) any inaccuracy in or breach of any representation of the representations or warranty warranties of Sellers contained in this Agreement or any certificate delivered pursuant hereto; (b) any breach of any covenant or agreement of Sellers the Company contained in this Agreement; (cii) any breach or non-fulfillment of any covenant covenant, agreement, or agreement of obligation to be performed by the Companies contained in Company pursuant to this Agreement relating to the period prior to the ClosingAgreement; (diii) liabilities (A) all Taxes (or the non-payment thereof) of the Company or any Company resulting from or arising out of the conduct of the Business prior to the ClosingEntity for any Pre-Closing Tax Period, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance Sheet; (eB) any claim arising out of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) the all Taxes of any member of an affiliated, consolidated, combined, or unitary group of which the Companies for Company or any taxable period Company Entity (or portion thereof ending any of their respective predecessors) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 under the Code or any analogous or similar Law, and (C) any and all Taxes of any Person (other than the Company or any Company Entity) imposed on the Company or any Company Entity as a transferee or successor, by Contract or pursuant to any Law which Taxes relate to an event or transaction occurring before the Closing; (hiv) any actionfraud, suitintentional or knowing misrepresentation or willful breach by the Company; and (v) any failure of the Company or a Company Entity to comply with applicable state and local Laws controlling the cultivation, proceedingharvesting, claimproduction, demandhandling, assessment storage, distribution, sale or judgment incident possession of cannabis or medical marijuana, including licensing requirements applicable to the foregoing Company or such Company Entity; (b) Subject to the other terms and conditions of this Article IX, each Seller (severally and not jointly) shall indemnify and defend each of the Buyer Indemnitees against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred in investigating or to avoid the same sustained by, or to oppose the imposition thereof imposed upon, any Buyer Indemnitees based upon, arising out of, with respect to, or in enforcing this indemnity; andby reason of: (i) any Tax,cost inaccuracy in or other expense (including any amounts imposed as a result of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item breach of any of the Companiesrepresentations or warranties of such Seller contained in this Agreement; (ii) any breach or non-fulfillment of any covenant, from the method agreement, or treatment used obligation to be performed by such Company for taxable periods beginning prior Seller pursuant to the Closing Datethis Agreement; (iii) all Taxes (or non-payment thereof) of such Seller; (iv) any fraud, which change Buyer deems necessary intentional or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered knowing misrepresentation or incurred willful breach by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000.Seller; or (v) [**********]

Indemnification by Sellers. From and after Subject to the Closinglimitations set forth in Section 8.(f), Sellers shall each Seller agrees, severally, to indemnify Buyer and its affiliates, officers, directors, employees , stockholders and agents (the "Buyer Indemnified Parties") against and hold them Buyer harmless from and against any liability, claim, damage, Tax or expense and all Damages (including reasonable legal fees and expensesas defined in Section 8.(d)) ("Losses") suffered or incurred by Buyer or which Buyer may sustain at any Buyer Indemnified Party as a result oftime arising out of or by reason of the following, arising from or relating to the followingextent not taken into account in determining the Post-Closing Purchase Price Adjustment Amount or to the extent the item constitutes a Permitted Liability: (a1) any The inaccuracy or breach of any representation of the Representations made by the Seller or warranty the Company in or pursuant to this Agreement (in each case without giving effect to any disclosure of Sellers matters contained in this Agreement or the Exhibits and without giving effect to any certificate delivered pursuant heretomateriality qualification); (b2) Any failure by any breach of Seller to perform any obligation or comply with any covenant or agreement of Sellers contained in this Agreement; (c) any breach of any covenant or agreement of the Companies contained such Seller specified in this Agreement relating to the period prior to the or in any other document executed at Closing; (d3) Any claim (i) for wages or fringe benefits made by any employee of Company with respect to the period ending immediately preceding the Closing Date; (ii) for severance payments or other liabilities with respect to the termination of any Company resulting from employees of Company; or (iii) with respect to the injury or death of any such employee arising out of the conduct of the Business prior to the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance Sheet; (e) any claim arising out of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period or portion thereof ending on or events occurring prior to the Closing Date; (h4) any actionAny claim (including, suitwithout limitation, proceedingclaims alleging death or injury to persons or damage to property), claimwhether based in tort, demand, assessment contract or judgment incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result of the application of Section 481 of the Code) otherwise resulting from or caused by any change in accounting method product sold, or any change in the accounting treatment of any item of any of the Companiesservice provided, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date; (5) Any Company debt, which change obligation or liability, whether known or unknown, fixed or contingent, of any nature whatsoever before the Closing Date, including but not limited to all Taxes and environmental liabilities of any nature, other than Permitted Liabilities; (6) Any of the matters disclosed on any of the Exhibits; (7) Any liability or obligation arising out of (A) the conduct of any trade, business or transactions by Company prior to the Closing, (B) the termination of employment of any employee by Company on or prior to the Closing, (C) any Benefit Plan; or (D) the ownership, lease, use, occupation or operation of any facility or property at any time owned, leased, used, occupied or operated by Company; (8) Any liability of the Company under Treasury Regulation Section 1.1502-6 promulgated by the Department of Treasury (“Treasury Regulation”) or any under any comparable or similar provision under state, local or foreign tax laws or regulations for any period ending on or before the Closing Date; (9) Any Tax, interest or penalty payable by the Company or Buyer deems necessary after Closing arising out of any transactions related to the termination of the GeneSeek Option Plan (including but not limited to Code Section 409A) other than as a result of improper actions or appropriate, omissions by Buyer after Closing; (10) Any Taxes associated with all transactions occurring in Buyer's sole discretion, all tax years ending on or before the Closing Date in excess of the provision for income taxes included in the determination of Final Closing Total Liabilities (as defined in Section 12.(e)). Any claim that an item breaches more than one provision of Section 8.(b) shall be deemed to comply with applicable Tax lawfall into the preceding category that has the longest survival period. Sellers agree that they shall not have any claim or right of indemnification or contribution or any other right of recourse against Company with respect to Damages. Sellers waive and release any and all such claims and right. Sellers agree that the indemnities set forth in clauses (3) – (10) above shall not be obligated to indemnify Buyer under this Section 11.2 only affected by disclosures which relate thereto and are contained in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000Exhibits.

Indemnification by Sellers. From Subject to the other terms and after the Closingconditions of this ARTICLE VII, Sellers shall shall, jointly and severally, indemnify and defend each of Buyer and its affiliatesAffiliates (including the Company) and their respective Representatives (collectively, officersthe “Buyer Indemnitees”) against, directors, employees , stockholders and agents (the "Buyer Indemnified Parties") against and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any liabilityand all Losses incurred or sustained by, claimor imposed upon, damagethe Buyer Indemnitees based upon, Tax or expense (including reasonable legal fees and expenses) ("Losses") suffered or incurred by any Buyer Indemnified Party as a result arising out of, arising from with respect to or relating to the followingby reason of: (a) any inaccuracy in or breach of any representation of the representations or warranty warranties of Sellers contained in this Agreement or in any certificate or instrument delivered by or on behalf of Seller pursuant heretoto this Agreement; (b) any breach or non-fulfillment of any covenant covenant, agreement or agreement of Sellers contained in obligation to be performed by any Seller pursuant to this Agreement; (c) any breach of any covenant Transaction Expenses or agreement Indebtedness of the Companies contained in this Agreement relating Company to the period prior extent not taken into account in the final determination of the Purchase Price pursuant to the Closingpursuant to Section 2.04; (d) liabilities of (i) any Company resulting from or arising out Taxes of the conduct Company or relating to the business of the Business prior to the Closing, including without limitation any claim listed on Schedule 5.20, Company for all Pre-Closing Tax Periods to the extent such liabilities are not reflected taken into account in the Most Recent Balance Sheet; final determination of the Purchase Price pursuant to pursuant to Section 2.04 (eit being understood that any payment by the Company or Buyer or any of their Affiliates after the Closing Date in respect of such Taxes (only) shall constitute an indemnifiable Loss hereunder), and (ii) any claim arising out Taxes imposed on the Company of any breach member of an affiliated, consolidated, combined or violation unitary group of which the Company (or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out predecessor of the conduct of the Business prior to the Closing; (fCompany) expenses of either Seller is or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period or portion thereof ending was a member on or prior to the Closing Date;Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; or (he) any actionQualified Benefit Plan failing to meet the requirements of ERISA, suit, proceeding, claim, demand, assessment the Code or judgment incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000its plan documentation.

Indemnification by Sellers. From The Sellers shall, jointly and after severally, defend, indemnify and hold harmless the Closing, Sellers shall indemnify Buyer Globant Indemnified Parties from and its affiliates, officers, directors, employees , stockholders against any and agents (all Damages incurred or suffered by any of the "Buyer Globant Indemnified Parties") against and hold them harmless from any liability, claimbased upon, damagerelating to, Tax or expense (including reasonable legal fees and expenses) ("Losses") suffered or incurred by any Buyer Indemnified Party as a result ofresulting from, arising from out of or relating to the followingotherwise in connection with: (a) any breach, inaccuracy, or failure to be true, as of the date of this Agreement or as of the Closing Date, of the representations and warranties of the Sellers contained in ARTICLE 5, or contained in any certificate delivered in connection herewith; (b) any failure to perform, breach or default in the performance of any representation covenant or warranty agreement of Sellers any Seller contained in this Agreement or any certificate delivered other agreement or instrument furnished by such Seller, to the Purchasers pursuant hereto; (b) any breach of any covenant or agreement of Sellers contained in to this Agreement; (c) any breach failure of any covenant or agreement of the Companies contained in this Agreement relating Seller to have good, valid and marketable title to the period prior to Purchased Interests issued in the Closingname of such Seller, free and clear of all Liens; (d) liabilities any Claim by any equityholder or former equityholder of the Company or any of its Subsidiaries, or any other Person, seeking to assert, or based upon: (i) the ownership or rights to ownership of any Company resulting from or arising out equity interests of the conduct Company or any of its Subsidiaries; (ii) any rights of an equityholder (other than the right of a Seller to receive consideration pursuant to this Agreement), including any option, preemptive rights or rights to notice or to vote; (iii) any rights under the Organizational Documents of the Business prior to the Closing, including without limitation Company or any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance SheetSubsidiary; (e) any claim Claim, penalty, Tax, or other Liability arising out from or in connection with the employment relationship of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any the Sellers with the Company or any of its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and Subsidiaries for any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing;reason whatsoever; and (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period or portion thereof ending on or prior to the Closing Date; (h) any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred items set forth in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000Exhibit 7.1.(f).

Indemnification by Sellers. From Subject to the express limitations set forth in this Article VII (and except as otherwise set forth in Section 7.06(d)), each Seller, individually, and not jointly or severally, will defend, indemnify and hold harmless Buyer, its Affiliates and (after the Closing) the Company and their respective equity holders, Sellers shall indemnify Buyer and its affiliatesdirectors, officers, directors, employees , stockholders and agents (the each a "Buyer Indemnified PartiesSeller Indemnitee") from and against and hold them harmless from in respect of such Seller's Pro Rata Share of any liabilityand all claims, claimdamages, damagelosses, Tax or expense liabilities, judgments, fines, penalties, costs and expenses (including reasonable legal fees attorneys' fees, disbursements and expensesexpenses of attorneys, accountants and consultants and court costs) sustained, suffered or incurred by (collectively, "Losses") suffered any Seller Indemnitee that arise out of or incurred by any Buyer Indemnified Party as a result of, arising from or relating to the followingfrom: (a) any breach of any representation or warranty of Sellers contained made by any Seller in this Agreement or in any certificate delivered pursuant heretoTransaction Document or in the Sellers' Bringdown Certificate (a "Seller Warranty Breach"); (b) any breach of any covenant or agreement of Sellers contained made by any Seller or the Company in this AgreementAgreement or in any Transaction Document; (c) any notwithstanding whether there is a breach of any covenant or agreement of the Companies contained representations and warranties set forth in this Agreement relating to the period prior to the ClosingArticle II hereof (including without limitation, Section 2.08), any Pre-Closing Tax Liabilities for which Sellers are responsible under Section 6.04(b); (d) liabilities of any Company resulting from or arising out of the conduct of the Business prior to the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance Sheet;Excluded Liabilities; or (e) any claim arising out of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating the failure by Sellers to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out cause all of the conduct of Then Outstanding Bonds to be redeemed in their entirety and all remaining Trustee Security Interests to be released, in each case, by the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period or portion thereof ending on or prior to date that is 90 days following the Closing Date; (h) any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000.

Indemnification by Sellers. From Subject to the limitations of Section 9.5, Sellers, agree to indemnify, defend and after the Closinghold harmless Buyer, Sellers shall indemnify Buyer and its affiliates, respective officers, directorsmanagers, employees employees, stockholders agents and agents members (collectively, the "“Buyer Indemnified Parties"”) against and hold them harmless from any loss, liability, claimdeficiency, damage, Tax expense or expense cost (including reasonable legal attorneys’ fees and expenses) including, without limitation, environmental damages, response costs ("Losses") suffered including response costs under CERCLA or any comparable state, local or foreign law), remediation expenses and disbursements incurred by an Indemnified Party including, without limitation, any of the foregoing relating to, resulting from or arising out of any action, suit, administrative proceeding, investigation, defense, audit or other proceeding brought by any person or entity or Governmental Entity and any settlement or compromise thereof (collectively, “Losses”), whether or not involving a third-party Claim (as defined in Section 9.4), which the Buyer Indemnified Party Parties may suffer, sustain or become subject to, as a result ofof any of the following (the items set forth in (a) through (f) below are hereinafter referred to, arising from or relating to collectively, as the following:“Indemnifiable Liabilities”): (a) Any misrepresentation in any breach of any representation or warranty the representations and warranties of Sellers contained in this Agreement or any certificate delivered pursuant heretoin Sellers’ Disclosure Schedules; (b) Any breach of, or failure to perform, any breach of any agreement or covenant or agreement of Sellers contained in this Agreement; (c) any breach Any Claim or threatened Claim against the Buyer Indemnified Parties that arises in connection with the actions or inactions of any covenant or agreement of the Companies contained in this Agreement relating Sellers with respect to the period prior to the Closing; (d) liabilities of any Company resulting from Assets or arising out of the conduct of the Business prior to the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance Sheet; (e) any claim arising out of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period or portion thereof ending on or prior to the Closing Date; (hd) Any liability of each Seller for Taxes of any actionperson other than either Seller under Treasury Regulation Section 1.1502-6 (or any similar provision of state, suit, proceeding, claim, demand, assessment local or judgment incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; andforeign law); (ie) any Tax,cost or other expense (including any amounts imposed as a result With respect to each Plan that is subject to Title IV of ERISA, the satisfaction of all minimum funding requirements under Section 412 of the application Code with respect to each such Plan, and any liability under Title IV of Section 481 of the CodeERISA with respect to each such Plan; or (f) resulting from any change in accounting method Any Excluded Assets or any change in the accounting treatment of any item of any of the Companies, from the method or treatment used liability not specifically assumed by such Company for taxable periods beginning prior Buyer pursuant to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000Agreement.

Indemnification by Sellers. From Each Seller, Jointly and after the Closing-------------------------- severally, Sellers shall indemnify Buyer agrees that it will indemnify, defend, protect and hold harmless Purchaser and its affiliatesofficers, officersshareholders, directors, employees divisions, stockholders subdivisions, affiliates, subsidiaries, parent, agents, employees, legal representatives, successors and agents (the "Buyer Indemnified Parties") assigns from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and hold them harmless from any liability, claim, damage, Tax or expense expenses whatsoever (including specifically, but without limitation, reasonable legal attorneys' fees and expensesexpenses of investigation) ("Losses") suffered whether equitable or incurred by any Buyer Indemnified Party as a result oflegal, matured or contingent, known or unknown to such Seller, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising from out of occurrences prior to, at, or relating to after the following: date of this Agreement, from: (a) any breach of any representation of, misrepresentation in, untruth in or warranty of Sellers contained inaccuracy in the representations and warranties by the Sellers, set forth in this Agreement or any certificate delivered pursuant hereto; in the Schedules attached to this Agreement or in the Collateral Documents; (b) any breach nonfulfillment or nonperformance of any agreement, covenant or agreement condition on the part of Sellers contained a Seller made in this Agreement; Agreement and to be performed by a Seller before or after the Closing Date; (c) any breach violation of the requirements of any covenant or agreement of the Companies contained in this Agreement governmental authority relating to the period prior to the Closing; reporting and payment (d) liabilities of any Company resulting from or arising out of the conduct of the Business prior to the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected payment exceeds the amount reserved for in the Most Recent Balance Sheet; Financial Statement) of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of the Company arising or accrued prior to the Closing Date; (d) any violation of any federal, state or local "anti-trust" or "racketeering" or "unfair competition law", including, without limitation, the Xxxxxxx Act, Xxxxxxx Act, Xxxxxxxx Xxxxxx Act, Federal Trade Commission Act, or Racketeer Influenced and Corrupt Organization Act; and (e) any claim arising out by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b), (c) or (d) of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period or portion thereof ending on or prior to the Closing Date; (h) any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount 9.1 of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000this Agreement has occurred.

Indemnification by Sellers. From Subject to the other terms and conditions of this Article VI, from and after the Closing, Sellers shall shall, jointly and severally, indemnify Buyer and defend each of Purchaser and its affiliatesAffiliates and their respective directors, officers, directorsmanagers, members, agents, and employees (collectively, stockholders the “Purchaser Indemnitees”) against, and agents (the "Buyer Indemnified Parties") against and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any liabilityand all Losses incurred or sustained by, claimor imposed upon, damagethe Purchaser Indemnitees based upon, Tax or expense (including reasonable legal fees and expenses) ("Losses") suffered or incurred by any Buyer Indemnified Party as a result arising out of, arising from with respect to or relating to the followingby reason of: (a) any inaccuracy in or breach of any representation of the representations or warranty warranties of Sellers any Seller contained in this Agreement or in any certificate or instrument delivered by or on behalf of Sellers pursuant heretoto this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant covenant, agreement or agreement obligation to be performed by any Seller pursuant to this Agreement or any certificate or instrument delivered by or on behalf of Sellers contained in pursuant to this Agreement; (c) the Closing Date Indebtedness or any breach Liens affecting the Purchased Assets which secure any monetary obligations of any covenant or agreement of the Companies contained in this Agreement relating to the period prior to the ClosingSellers; (d) liabilities of any Company resulting from or arising out of the conduct of the Business prior to the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance SheetExcluded Liabilities; (e) any claim arising out Fraud, willful misconduct or intentional misrepresentation on the part of any breach Seller or violation any of their Affiliates, directors, shareholders, officers, managers or alleged breach representatives in connection with this Agreement or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing;Transaction; or (f) expenses any Action brought against a Purchaser Indemnitee by the present and/or future owner(s) of either Seller or any Company, other than Transaction Expenses, relating to the consummation record of the transactions contemplated by this AgreementPrestonsburg Facility, including fees and expenses of attorneyswithin six (6) months following the Closing, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period or portion thereof ending on or prior to the Closing Date; (h) any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and asserting that (i) any Tax,cost or Sellers have prior to Closing breached the terms and conditions of the Prestonsburg Lease, as assigned to Purchaser pursuant to this Agreement and the other expense Transaction Agreements, and/or (ii) that the Prestonsburg Lease is no longer in effect and Purchaser did not acquire from Seller a valid leasehold interest under the Prestonsburg Lease, including any amounts imposed as a result claim that Purchaser’s occupancy of the application Prestonsburg Facility following Closing constitutes trespassing, including but not limited to Purchaser’s actual out-of-pocket costs and expenses incurred by Purchaser in connection with relocating from the Prestonsburg Facility to the extent the owner(s) of Section 481 record prevail in any such Action or Purchaser determines in good faith to not contest (initially upon receipt of notice of the CodeAction or at any time during the pendency of the Action) resulting from such Action any change further due to Purchaser’s good faith determination that it is unlikely to prevail in accounting method or any change such Action; and in the accounting treatment absence of any item such Action, to the extent Purchaser receives written notice from such owner(s) of any record within six months following Closing alleging that Purchaser’s leasehold interest under the Prestonsburg Lease is invalid, and Purchaser fails to renegotiate a new lease with such owner(s) of record before the Companiesend of such six-month period, Sellers’ indemnification obligations relating thereto shall be limited to Purchaser’s actual out-of-pocket costs and expenses incurred by Purchaser in connection with relocating from the method or treatment used by such Company for taxable periods beginning prior to the Closing DatePrestonsburg Facility; provided, which change Buyer deems necessary or appropriatehowever, in Buyer's sole discretion, to comply with applicable Tax law. that Sellers shall be remain fully obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover for all such Losses including such $50,000Excluded Liabilities relating thereto.

Indemnification by Sellers. From and after the ClosingClosing and subject to the limitations of this Article 10, Sellers shall shall, jointly and severally, indemnify and hold Buyer and its affiliatesAffiliates, its and their respective successors and assigns, and in each such case its and their respective present or former directors, officers, directorsshareholders, employees , stockholders and agents (the "“Buyer Indemnified Parties"”) against and hold them harmless from and against any liability, claim, damage, Tax or expense (including reasonable legal fees and expenses) ("Losses") suffered or all Losses at any time incurred by any Buyer Indemnified Party as a result ofin connection with, resulting from, related to or arising from or relating to the followingfrom: (a) any material breach by a Seller of any of its representations or warranties (with materiality determined, where applicable, by reference to the Purchased Contract that is the subject of the relevant representation or warranty of Sellers contained warranty) in this Agreement Agreement, the Assignment and Assumption Agreements, or in any certificate delivered pursuant heretoother agreement entered into in connection with this Agreement; (b) any material breach or nonfulfillment of any agreement or covenant (in each case with materiality determined, where applicable, by reference to the Purchased Contract that is the subject of the relevant agreement or covenant) to be performed by a Seller pursuant to this Agreement, the Assignment and Assumption Agreements, or in any other agreement of Sellers contained entered into in connection with this Agreement; (c) any breach of claim by an Obligor or a third party in connection with a Seller’s making or collecting loans or performing any covenant or agreement of transactions under the Companies contained in this Agreement relating to the period Transaction Documents prior to or at the Closing;Closing Date; or (d) liabilities of any Company resulting from failure by a Seller to pay or arising out perform, or any claim against a Buyer Indemnified Party by a third party that, if successful, would give rise to, any of the conduct of the Business prior Excluded Obligations. Notwithstanding anything to the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected contrary contained in the Most Recent Balance Sheet; (e) any claim arising out of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees neither Seller has made any representations or warranties, and expenses of attorneystherefore provides no indemnification, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period or portion thereof ending on or prior to the Closing Date; (h) any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and regarding: (i) the creditworthiness, solvency or financial ability of any Tax,cost Obligor or Guarantor or any other expense (obligor, including any amounts imposed as a result pledgor, any letter of credit issuer or insurer to pay or to perform any of its liabilities or obligations with respect to the application of Section 481 of Purchased Assets, or (ii) any Obligor’s or Guarantor’s paying or performing pursuant to the Code) resulting from any change in accounting method or any change in the accounting treatment terms of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000Purchased Contract.

Indemnification by Sellers. From Each Seller shall jointly and after the Closing, Sellers shall severally indemnify Buyer and its affiliatesAffiliates, stockholders, officers, directors, employees employees, stockholders agents, partners, representatives, successors and agents assigns (collectively, the "Buyer Indemnified PartiesBUYER PARTIES") and save and hold each of them harmless against and hold them harmless from pay on behalf of or reimburse such Buyer Parties as and when incurred for any loss, liability, demand, claim, action, cause of action, cost, damage, Tax deficiency, Tax, penalty, fine or expense expense, whether or not arising out of third-party claims (including interest, penalties, reasonable legal attorneys' fees and expensesexpenses and all amounts paid in investigation, defense or settlement of any of the foregoing) (collectively, "LossesLOSSES") suffered ), which any such Buyer Party may suffer, sustain or incurred by any Buyer Indemnified Party become subject to, as a result of, arising from in connection with, relating or relating incidental to the following: or by virtue of: (ai) any breach by the Companies or any Seller of any representation or warranty of Sellers contained made by the Companies or any Seller in this Agreement or any certificate delivered of the Schedules or Exhibits attached hereto, or in any of the certificates furnished by the Companies or the Sellers at Closing pursuant hereto; to this Agreement; (bii) any nonfulfillment or breach of any covenant covenant, agreement or agreement other provision by the Companies or any Seller under this Agreement or any of Sellers contained in this Agreement; the Schedules and Exhibits attached hereto; (ciii) any action, demand, proceeding, investigation or claim by any Person against or affecting the Companies or any Buyer Party which relates to a breach of any covenant of the representations, warranties, covenants or agreement agreements of the Companies contained in or any Seller under this Agreement relating to the period prior to the Closing; Agreement; (div) liabilities of any Company resulting from or arising out Taxes of the conduct Companies with respect to any Tax year or portion thereof ending on or before the Closing Date as determined in accordance with Section 8.11; (v) any obligation of the Business prior Companies at any time to the Closingpay any sale, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected stay or other change in the Most Recent Balance Sheet; (e) any claim arising out of any breach control payment or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating bonus to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out Person as a result of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneyswithout limitation, accountantsany obligation to pay any sale, financial advisors and broker fees; (g) the Taxes of stay or other change in control payment or bonus to any employees of the Companies for pursuant to the Sale of the Company Agreement (other than the Closing Bonuses); (vi) any taxable period services or portion thereof ending on or work performed prior to the Closing in violation of any collective bargaining agreement or collective bargaining relationship to which the Companies or their Affiliates are a party or are otherwise bound, and for which a claim is filed or otherwise brought within two and one-half years after the Closing Date; ; (hvii) any actionof the matters set forth on the INDEMNIFICATION SCHEDULE attached hereto; or (viii) 49% of any accounts receivable set forth on the Closing Balance Sheet that remains uncollected on the first anniversary of the Closing Date (it being understood that after the Buyer Parties receive indemnification payments with respect to such receivables, suit, proceeding, claim, demand, assessment Buyer shall assign or judgment incident cause to be assigned such receivables to the foregoing or incurred in investigating or Sellers and the Sellers covenant to avoid return to the same or to oppose the imposition thereof or in enforcing this indemnityCompanies 51% of any collections on such receivables); and PROVIDED THAT Sellers shall not have any liability under clause (i) any Tax,cost or clause (iii) above (except with respect to breaches of covenants and agreements) and (other expense than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization; Noncontravention), Section 5.20 (Tax Matters) and Section 5.21(Brokerage and Transaction Bonuses) unless the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $250,000 (the "DEDUCTIBLE") (and then Sellers shall only be liable for all such Losses in excess of the Deductible); and PROVIDED FURTHER that Sellers' aggregate liability under clause (i) and clause (iii) above (except with respect to breaches of covenants and agreements and other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization/Noncontravention), Section 5.20 (Tax Matters) and Section 5.21 (Brokerage and Transaction Bonuses) shall in no event exceed $12,250,000 (the "CAP")(with it being understood, however, that nothing in this Agreement (including any amounts imposed as a result of the application of this Section 481 of the Code8.2(a)) resulting from any change in accounting method shall limit or any change in the accounting treatment of any item of restrict any of the Companies, from Buyer Parties' rights to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit). The Cap with respect to breaches by the method Companies or treatment used by such Company for taxable periods beginning prior any Seller of any representation or warranty in SECTION 5.16 (Environmental and Safety Matters) (other than with respect to those matters set forth on the Indemnification Schedule) shall decrease to $8,166,667 on the first anniversary of the Closing Date and decrease to $4,083,333 on the second anniversary of the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000.

Indemnification by Sellers. From and after the Closing: (a) Indemnifiable Losses. Sellers severally, Sellers shall and not jointly, in accordance with their relative Pro Rata Interests (except, with respect to clause (1) and (2) below, in the case of the breach, inaccuracy, non-compliance or non-performance of any of the representations, warranties, covenants or agreements made by a particular Seller (and not the Company), in which case only such Seller) will indemnify Buyer and its affiliates, Affiliates (including the Cobalt Companies) and their respective officers, directors, employees employees, stockholders equityholders, agents, representatives, successors and agents permitted assigns (collectively, the "“Buyer Indemnified Parties"”) against and will hold each of them harmless from and against and pay on behalf of or reimburse such Buyer Parties in respect of any liabilityloss, Liability, demand, claim, action, cause of action, cost, damage, Tax deficiency, Tax, penalty, fine, or expense expense, whether or not arising out of third party claims (including including, without limitation, interest, penalties, reasonable legal attorneys’ fees and expenses, court costs, and all amounts paid in investigation, defense, or settlement of any of the foregoing) ("collectively, “Losses"”) suffered which any such Buyer Party may suffer, sustain or incurred by any Buyer Indemnified Party become subject to, as a result of, arising from in connection with, relating or relating incidental to the followingor by virtue of: (a1) any the breach of or inaccuracy in any representation or warranty of Sellers such Seller or the Company contained in this Agreement (or any Schedule hereto) as of the Agreement Date, or as of the Closing Date as though such representation or warranty were made on and as of the Closing Date (except to the extent such representations and warranties address matters as of particular dates, in which case, on and as of such dates), or in any certificate delivered pursuant heretohereunder; (b2) any breach the breach, non-compliance or non-performance of any covenant or agreement of Sellers such Seller or the Company contained in this Agreement; (c3) any breach of any covenant or agreement Taxes of the Cobalt Companies contained in this Agreement relating for Pre-Closing Tax Periods, except to the period prior to the Closingextent such Taxes are taken into account in determining final Closing Working Capital; (d4) liabilities of (i) any Company resulting from or arising out of the conduct of the Business Transaction Cost not paid prior to the Closing, including without limitation (ii) any outstanding Closing Indebtedness, (iii) (A) any FAR Payments (including, for clarity, any Losses relating to any claim listed by any holder of any FAR that the payment received by such holder in respect of such FAR was incorrect) or (B) the matters set forth on Schedule 5.209.2(a)(4) or (iv) any claim after the Closing arising under or relating to any Redemption Agreement, in each case, that were not taken into account as a reduction to the final Purchase Price; (5) any obligation of a Cobalt Company after the Closing to indemnify or hold harmless or provide any related rights to any current or former director, manager or officer of a Cobalt Company (for clarity, other than in their capacity as a Seller Party) for claims that relate to periods prior to the Closing to the extent not paid by the tail insurance coverage policy obtained pursuant to Section 6.3; (6) the assets described in Schedule 2.2(c) or the transfer thereof to Sellers; (7) Environmental Damages to the extent resulting from Known Environmental Conditions, other than any such Losses to the extent resulting from (i) any change of use of the Facility from industrial, or any shutdown of operations at the Facility, after the Closing Date, (ii) any investigation, remediation, or other environmental response actions by the Buyer Parties conducted to investigate, monitor, eliminate or control any environmental risk other than risks to the extent resulting from the presence or Release of Known Environmental Conditions consistent with the least stringent applicable remediation or other standard acceptable to the relevant Governmental Authority or (iii) any change in Environmental and Safety Requirements after the Closing Date. In connection with any site remediation, the least stringent applicable remediation standard is the least costly, protective standard acceptable to the relevant Governmental Authority, which may include, without limitation, the use of reasonable deed restrictions, environmental use controls, and engineering controls to limit exposure to contaminants that are allowed to remain in place, to the extent such liabilities are restrictions or controls would not reflected in interfere with site operations of the Most Recent Balance Sheettype currently conducted; (e8) the failure of the Company to own, as of the Closing, good and marketable fee simple title to all of the Real Property free and clear of all Liens other than Permitted Liens; or (9) any claim third-party claims relating to, arising out of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period or portion thereof ending on or prior to the Closing Date; (h) any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000Pending Litigation.

Indemnification by Sellers. From Subject to the terms of Sections 9.4, 10.3 and 10.4, RSG and the other Sellers and the Equity Sellers shall, jointly and severally, indemnify, defend (as to Third-Party Claims only), protect, and hold harmless WCN and the other Buyers and their respective Affiliates at all times from and after the ClosingClosing Date from and against all Liabilities, Sellers shall indemnify Buyer and its affiliateswhether equitable or legal, officersmatured or contingent, directorsknown or unknown, employees foreseen or unforeseen, stockholders and agents (the "Buyer Indemnified Parties") against and hold them harmless from any liabilityordinary or extraordinary or patent or latent, claim, damage, Tax or expense (including reasonable legal fees and expenses) ("Losses") suffered or incurred by any Buyer Indemnified Party WCN and the other Buyers as a result of, arising from of or relating incident to the following: (a) any breach of, misrepresentation in, untruth in or inaccuracy in any of the representations and warranties of any representation Seller, Equity Seller or warranty of Sellers contained Purchased Company in this Agreement or the Equity Purchase Agreements or any agreement, document, instrument or certificate delivered pursuant hereto; to this Agreement or the Equity Purchase Agreements, (b) any the breach or nonperformance of any covenant or agreement of Sellers contained any Seller, Equity Seller or Purchased Company in this Agreement; Agreement or the Equity Purchase Agreements, (c) any breach Excluded Asset (within the meaning of any covenant or agreement of the Companies contained in this Agreement relating to the period prior to the Closing; or any Equity Purchase Agreement), (d) liabilities any Excluded Liability (within the meaning of this Agreement or any Company resulting from or arising out of the conduct of the Business prior to the ClosingEquity Purchase Agreement), including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance Sheet; (e) any claim arising out of any breach the failure to satisfy the Specified Title Requirements in accordance with Section 6.25, or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses the costs of either Seller or any Companyimplementing the proposal for extending the landfill gas monitoring network as described in a letter dated August 7, other than Transaction Expenses2008, relating from Xxxxx & Associates to the consummation South Carolina Department of the transactions contemplated by this AgreementHealth and Environmental Control (“SC-DHEC”), including fees and expenses of attorneyssuch other corrective measures as SC-DHEC may deem necessary to address those groundwater issues raised in a letter dated July 23, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period or portion thereof ending on or prior to the Closing Date; (h) any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item of any of the Companies2008, from the method or treatment used by such Company for taxable periods beginning prior SC-DHEC to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000Xxxxxxxx Regional Landfill.

Indemnification by Sellers. From Subject to the other terms, conditions and after limitations of this Article XI, the ClosingSellers severally and not jointly (and the Founders jointly and severally with respect to themselves, Sellers the Managers and the Minority Shareholders, but not the IDG Entities) shall indemnify Buyer and its affiliatesAffiliates (including after Closing, the Company) and their respective successors, assigns, officers, directors, employees managers, stockholders members, employees, representatives and agents (the "each, a “Buyer Indemnified Parties"Party”) against against, and shall hold them the Buyer Indemnified Parties harmless from and against, any liabilityand all Losses incurred or sustained by, claimor imposed upon any of them based upon, damage, Tax or expense (including reasonable legal fees and expenses) ("Losses") suffered or incurred by any Buyer Indemnified Party as a result arising out of, arising from with respect to or relating to the followingby reason of: (a) any inaccuracy in or breach of any representation of the representations or warranty warranties of Sellers contained or the Company in ARTICLE VI or ARTICLE VII of this Agreement or any certificate delivered pursuant heretothe DAA; (b) any breach or non-fulfillment of any covenant covenant, agreement or agreement obligation to be performed by Sellers or Sellers’ Representative pursuant to this Agreement or, in the case of Sellers contained in this Agreementthe Sellers’ Representative only, the DAA; (c) any breach of any covenant or agreement of the Companies contained Pre-Closing Taxes in this Agreement relating to the period prior to the Closingaccordance with ARTICLE X; (d) liabilities of any Company resulting from or arising out Transaction Expenses of the conduct of the Business prior to the ClosingCompany, including without limitation any claim listed on Schedule 5.20, except to the extent such paid as of the Closing or accrued as current liabilities are not reflected in the Most Recent Balance Sheetdetermination of Net Working Capital; (e) any claim arising out expenses, brokerage fees, investment banking fees, agent’s commissions or finder’s fees payable or incurred by Company in connection with the execution or delivery of any breach Transaction Document or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct transactions contemplated thereby; (f) any Liability associated with the Company’s failure to meet any obligations imposed by applicable Law to pay into the FCC’s Universal Service Fund based on FCC interpretations as of the Business prior to date of the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) any Liability associated with the Taxes of any of the Companies for any taxable period or portion thereof ending on or prior to the Closing Date;RMB/USD currency setoff arrangement with Eastcom; and (h) any actionProceedings, suitfees, proceeding, claim, demand, assessment or judgment and expenses incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof thereof, or in enforcing this indemnity; and (i) indemnification. If the Founders satisfy any Tax,cost or other expense (including any amounts imposed Losses under the indemnification provisions of this Article XI on behalf of the Managers and/or the Minority Shareholders as a result of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior joint and several liability provision applicable to the Closing DateFounders, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in then the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall Founders will be entitled to recover all from the Managers, Optionees, and/or the Minority Shareholders (via rights of contribution or otherwise), as applicable, such portion of such Losses satisfied by the Founders that otherwise would be borne by the Managers, Optionees, and/or the Minority Shareholders, as applicable. Notwithstanding anything herein to the contrary, if the Buyer seeks to offset or setoff any Losses pursuant to this Article 11 against the First Deferred Payment, then the percentage setoff will be calculated on a pro rata basis among the Sellers (such pro rata amount being the “Allocable Amount” for each Seller) and if the Allocable Amount for any Founder in connection with such Losses exceeds (measured on dollars basis) the amount of consideration otherwise payable to such Founder in respect of the First Deferred Payment (such amount in dollars in excess of the Founders Allocable Amount, the “Founder Deficit Amount”), then Buyer will not be entitled to offset the Founder Deficit Amount against the other recipients of the First Deferred Payment, but will instead assess such Founder Deficit Amount solely against the applicable Founder, including by recourse to and offset against such $50,000Founder’s allocable proceeds from the Second Deferred Payment.

Indemnification by Sellers. From Subject to the provisions of Section 11.1 of this Agreement as to the survival of representations, warranties, covenants and after agreements, the Closing, Sellers shall Individual Stockholders and CVCA hereby jointly and severally agree to indemnify Buyer Purchaser and its affiliatesdirectors, officers, directorsemployees, employees agents and affiliates (any of the foregoing being referred to as a "Purchaser Indemnitee" or collectively, stockholders and agents (the "Buyer Indemnified PartiesPurchaser Indemnitees") from and against and hold them harmless from any loss, liability, claim, damage, Tax obligation or expense (whether absolute or accrued, including interest, penalties and reasonable legal attorneys fees and expenses) expenses incurred in the investigation or defense of, or in asserting the rights of, the Purchaser Indemnitees hereunder (collectively, "Losses") suffered ), incurred and arising directly or incurred indirectly by any Buyer Indemnified Party as a result of, arising from reason of or relating to the followingin connection with: (ai) any the inaccuracy or breach of any representation or warranty of Sellers by the Individual Stockholders or CVCA contained in this Agreement or in any certificate delivered or other document furnished by Sellers or NEBH or NEBC pursuant hereto; (b) any breach of any covenant or agreement of Sellers contained in to this Agreement; (cii) the nonperformance or breach of any covenant, agreement or obligation of Sellers, NEBH or NEBC which is contained in this Agreement, including, without limitation, the nonperformance of the obligations of the Individual Stockholders set forth in Section 5.8 above, provided, however, that CVCA shall not be liable for any post-Closing conduct by the Individual Stockholders; (iii) any claim of liability under the provisions of the agreement between Dynamic Graphic Finishing, Inc. and NEBC, except for a pre-Closing trade account payable in the or- dinary course of business as disclosed in the Sellers Disclosure Schedule and as otherwise provided in Section 5.10; (iv) any tax liability (of any kind whatsoever) of Purchaser, NEBH or NEBC (including any interest and penalty) resulting from or in connection with any breach of any covenant the representations contained in Section 3.27 or agreement nonperformance of the Companies contained obligations of Individual Stockholders set forth in Section 5.8; (v) any past, present or future obligation or liability, whether or not disclosed pursuant to this Agreement relating Agreement, arising from a condition prior to Closing at any of the period Facilities, which, as a result of enforcement of any federal, state or local environmental or land use laws or regulations, results in Losses; and (vi) any obligation or liability arising or resulting from the termination of any or all of the Plans listed in Section 3.16 of the Sellers Disclosure Schedule, and any liability or obligation resulting from any failure by NEBH or NEBC to have made any contributions, pay any premiums or take any steps required by applicable laws or regulations in connection with such Plans prior to the Closing; (d) liabilities of any Company resulting from or arising out of the conduct of the Business prior to the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance Sheet; (e) any claim arising out of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period or portion thereof ending on or prior to the Closing Date; (h) any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000.

Indemnification by Sellers. From The Controlling Sellers will, jointly and after severally, and Xxxxxx and Xxxxxxxx will, severally but not jointly, indemnify, defend and hold harmless Insignia, the ClosingRealty One Companies, Sellers shall indemnify Buyer and its affiliates, their respective officers, directors, employees controlling persons, stockholders and agents affiliates (collectively, the "Buyer IFG Indemnified PartiesPersons") against for, and hold them harmless from will pay to the IFG Indemnified Persons the amount of, any loss, liability, claim, damage, Tax or expense (including reasonable legal fees costs of investigation and expensesdefense and reasonable professional fees) or diminution of value, whether or not involving a third-party claim (collectively, "LossesIFG Loss") suffered ), arising, directly or incurred by any Buyer Indemnified Party as a result ofindirectly, arising from or relating to the followingin connection with: (a) any breach Breach of any representation or warranty made by any of the Sellers contained in this Agreement Agreement, the Exhibits hereof, the Modification Notices or any other certificate or document delivered by any of the Sellers pursuant heretoto or in connection with this Agreement; (b) any breach Breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date without giving effect to any Modification Notice; (c) any Breach by any of the Sellers of any covenant or agreement obligation of Sellers contained such Seller in this Agreement; (cd) any breach conduct, action, or inaction of any covenant Seller, the Realty One Companies, any Related Person or agreement of the Companies contained in this Agreement relating Representative thereof, occurring, arising or related to the period on or prior to the Closing; Effective Time (dwhether known or unknown on the Closing Date or at the Effective Time) liabilities of or any Company resulting from circumstances related to the operation, management or arising out ownership of the conduct of Realty One Companies by any Seller, the Business Realty One Companies or Related Person or Representative thereof occurring, arising or related to the period on or prior to the Closing, including without limitation any claim listed Effective Time (whether known or unknown on Schedule 5.20, the Closing Date or at the Effective Time) except to the extent such liabilities are not reflected that any liability arising in connection with any of the above is included in the Most Recent Balance SheetContinuing Liabilities; (e) any claim arising out liabilities or obligations of any breach nature (whether known or violation unknown and whether absolute, accrued, contingent, or alleged breach otherwise) accruing, occurring, arising or violation of any Environmental, Health and Safety Requirement relating related to any Real Property owned the period on or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of Effective Time except for the conduct of the Business prior to the ClosingContinuing Liabilities; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees[intentionally omitted]; (g) all liabilities, costs and expenses associated with the Taxes of any of the Companies for any taxable period or portion thereof ending on or Commercial Brokerage Division prior to the Closing Date;sale or other disposition of its business. (h) any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and[intentionally omitted]; (i) any Tax,cost amounts representing fees and expenses or other expense (including any amounts imposed as a result of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment costs of any item kind of any of the CompaniesSellers and/or any of the Realty One Companies arising out of or in connection with the Contemplated Transaction, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary extent that any Realty One Company or appropriate, in Buyer's sole discretion, Insignia or a related Person thereof shall become liable therefor except to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer the extent that such amounts are expressly allocated under this Agreement to Insignia or to the Realty One Companies as post-Effective Time Subsidiaries of Insignia; The indemnification obligations of the Sellers pursuant to Section 11.2 only 10.2 (d) through (i) exist regardless of whether such obligations may also arise as a Breach under Section 10.2 (a), (b) or (c) above. The remedies provided in this Section 10.2 will not be exclusive of or limit any other remedies that may be available to Insignia or the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000other IFG Indemnified Persons.

Indemnification by Sellers. From Sellers shall, jointly and after the Closingseverally, Sellers shall indemnify Buyer and hold harmless Purchaser and each of its affiliatesSubsidiaries and Affiliates, officersand each of their respective direct and indirect parent companies, managers, partners, members, managers, officers and directors, employees and other Representatives (individually "Purchaser Indemnitee" or collectively, stockholders the “Purchaser Indemnitees”) from and agents (the "Buyer Indemnified Parties") against and hold them harmless from any liability, claim, damage, Tax or expense (including reasonable legal fees and expenses) ("Losses") suffered or all Damages incurred by any Buyer Indemnified Party as a result of, such Purchaser arising from or relating to the followingfrom: (a) any breach failure by any Seller or Company to perform any of any representation its covenants or warranty of Sellers other obligations contained in this Agreement or any certificate delivered pursuant heretoAgreement; (b) any breach of any covenant representation or agreement warranty (A) made by any Seller in Article IV or (B) made by Company in Article III or any inaccuracy in or breach of Sellers contained in any certificate or instrument delivered on behalf of any Seller or Company pursuant to this Agreement; (c) any breach of any covenant Recoupment Claim, Fraud Claim or agreement of Professional Malpractice Claim or negligence claim that is not expressly disclosed in the Companies contained in schedules to this Agreement relating as to the period prior to the Closing;any Seller; and (d) liabilities any liability for Taxes of any Company resulting from or arising out of the conduct of the Business prior to the ClosingCompany, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are but not reflected in the Most Recent Balance Sheet; limited to: (ea) any claim arising out loss attributable to any breach of or inaccuracy in any representation or warranty by any Seller or Company made in this Agreement; (b) any loss attributable to any breach or violation of, or alleged breach or violation failure of any EnvironmentalSeller or Company to fully perform any covenant, Health and Safety Requirement relating to any Real Property owned agreement, undertaking, or leased by any obligation in this Agreement; (c) all Taxes (or the non-payment thereof) of the Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation Business for all Pre-Closing Tax Periods including the portion of a Straddle Period ending on the transactions contemplated by this Agreement, including fees Closing Date; (d) any and expenses of attorneys, accountants, financial advisors and broker fees; (g) the all Taxes of any member of an affiliated, consolidated, combined, or unitary group of which the Company (or any predecessor of the Companies for any taxable period Company) is or portion thereof ending was a member on or prior to the Closing Date; Date by reason of a liability under Treasury Regulation Section 1.1502- 6 or any comparable provisions of foreign, state, or local Law; and (he) any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment and all Taxes of any item person imposed on the Company arising under the principles of any of the Companiestransferee or successor liability or by contract, from the method relating to an event or treatment used by such Company for taxable periods beginning prior to transaction occurring before the Closing Date; in each of the above cases, which change Buyer deems necessary or appropriate, together with any out-of-pocket fees and expenses (including attorneys' and accountants' fees) incurred in Buyer's sole discretion, to comply with applicable Tax lawconnection therewith. Sellers shall be obligated reimburse Purchaser for any Taxes of the Company that are the responsibility of Sellers pursuant to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000.8.2 within ten

Indemnification by Sellers. From and after (a) Subject to the Closinglimitations set forth in this ARTICLE X, Sellers Tan shall indemnify Buyer and its affiliateshold Purchaser, the Company and their respective post-Closing Affiliates and each of their respective officers, directors, employees employees, stockholders stockholders, partners, managers, members, agents and agents representatives, and the successors and assigns of each (the "Buyer each a “Purchaser Indemnified Parties") Party”), harmless from and against and hold them harmless from in respect of any liabilityDamages, claim, damage, Tax or expense (including reasonable legal fees and expenses) ("Losses") suffered or incurred by any Buyer which such Purchaser Indemnified Party as a result has incurred arising out of, arising from attributable to or relating to the followingbased upon: (ai) any breach of any representation or warranty of Sellers contained made by any Seller in this Agreement ARTICLE III or any certificate delivered pursuant heretoARTICLE IV; (bii) any breach by any Seller, Tanus or the Company of, or failure of any Seller, Tanus or the Company to comply with, any covenant or agreement obligation of Sellers Sellers, Tanus or the Company contained in this Agreement; (ciii) any breach of any covenant representation or agreement warranty by Tan of Section 4.23 (nothwithstanding any exceptions to Section 4.23 set forth in the Companies contained in this Agreement Disclosure Schedules relating to the period prior to the Closingthereto); (div) liabilities any Action by or on behalf of any Company resulting from shareholders (or arising out former shareholders) of the conduct FAEVS Holding Inc. (d/b/a Bari Homes) or any of the Business prior their Affiliates relating to the ClosingFAEVS Holding Inc. (d/b/a Bari Homes), including without limitation its business, and any claim listed on Schedule 5.20, relationship with FAEVS Holding Inc. (d/b/a Bari Homes) to the extent such liabilities are not reflected in the Most Recent Balance Sheet; (e) any claim arising out of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred arose prior to the Closing, and any judgment Closing Date or other adverse determination is based upon facts or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period or portion thereof ending on or circumstances that occurred prior to the Closing Date; (hv) any actionAction by or on behalf of any members (or former members) of TruStone Products, suitLLC or any of their Affiliates relating to TruStone Products, proceedingLLC, claimits business, demandand any relationship with TruStone Products, assessment or judgment incident LLC to the foregoing extent such claim arose prior to the Closing Date or incurred in investigating is based upon facts or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning circumstances that occurred prior to the Closing Date; and (vi) any Action by or on behalf of Brookstone Partners Acquisition XVI, which change Buyer deems necessary LLC or appropriateany of its Affiliates relating to the Company, in Buyer's sole discretionany Subsidiary, the Company’s or any Subsidiary’s business, and any relationship with the Company or any Subsidiary to comply with applicable Tax law. Sellers shall be obligated the extent such claim arose prior to indemnify Buyer under this Section 11.2 only in the event -38- Closing Date or is based upon facts or circumstances that occurred prior to the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000Closing Date.

Indemnification by Sellers. From Sellers shall, severally and after the Closingnot jointly in proportion to their respective Pro Rata Share, Sellers shall indemnify Buyer and its affiliatesAffiliates (including the Surviving Corporation after the Closing), and their respective equityholders, shareholders, officers, directors, employees employees, stockholders members, managers, managing members, agents, partners, representatives, heirs, successors and agents assigns (collectively, the "Buyer Indemnified PartiesIndemnitees") ; provided that neither any Seller nor any director, officer, agent, representative, heir, successor or assign of any Seller shall be a Buyer Indemnitee), and save and hold each of them harmless against and hold them harmless from pay on behalf of or reimburse such Buyer Indemnitee as and when incurred for any liability, claim, damage, Tax or expense (including reasonable legal fees and expenses) ("Losses") suffered or incurred by Loss which any Buyer Indemnified Party Indemnitee may suffer, sustain or become subject to (regardless of whether or not such Losses relate to any third-party claim and including, for the avoidance of doubt, Losses related to claims between or among the parties hereto), as a result of, arising from in connection with, relating or relating incidental to the followingor by virtue of: (ai) any inaccuracy in, or breach of, any of the representations and warranties set forth in Article III or in any representation Ancillary Agreement by the Company or warranty of Sellers contained in this Agreement or any certificate delivered pursuant hereto; (bii) any nonfulfillment, violation or breach of any covenant or agreement of Sellers contained by Sellers' Representative under this Agreement or in this Agreementany Ancillary Agreement pursuant hereto; (ciii) any breach of any covenant or agreement Indebtedness of the Companies contained in this Agreement Company outstanding as of the Closing (or otherwise relating to the period prior to the Closing; (d) liabilities of any Company resulting from or arising out of the conduct of the Business prior to the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance Sheet; (e) any claim arising out of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period or portion thereof ending periods on or prior to the Closing) to the extent not taken into account in calculating the Final Closing DateTotal Merger Consideration; (hiv) any action, suit, proceeding, claim, demand, assessment or judgment incident Transaction Expenses unpaid as of the Closing to the foregoing or incurred extent not taken into account in investigating or to avoid calculating the same or to oppose the imposition thereof or in enforcing this indemnityFinal Closing Total Merger Consideration; andor (iv) any Tax,cost or other expense (including any amounts imposed as a result of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000Indemnified Taxes.

Indemnification by Sellers. From (a) Subject to Sections 8.2(b) and after (c) of this Agreement, each Seller --------------- --- agrees to and shall, severally and not jointly, indemnify the Closing, Sellers shall indemnify Buyer Purchaser and its affiliates, subsidiaries and the Corporation and their respective officers, directors, employees employees, stockholders shareholders, representatives and agents (collectively, the "Buyer Indemnified Purchaser Parties") and hold each of them harmless at ----------------- all times after the date of this Agreement, against and hold them harmless from in respect of any and all damage, loss, deficiency, liability, claimobligation, damagecommitment, Tax cost or expense (including reasonable legal the fees and expensesexpenses of counsel) (any or all of the foregoing referred to hereinafter as "LossesAdverse Consequences") suffered resulting from, or incurred by any Buyer Indemnified Party as a result in respect -------------------- of, arising from or relating to any of the following: (ai) any Any misrepresentation, breach of any representation warranty, or warranty of Sellers contained in this Agreement or any certificate delivered pursuant hereto; (b) any breach non- fulfillment of any covenant or agreement of Sellers contained in this Agreement; (c) any breach of any covenant or agreement obligation on the part of the Companies contained in this Agreement relating to the period prior to the Closing; (d) liabilities of any Company resulting from Corporation or arising out of the conduct of the Business prior to the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance Sheet; (e) any claim arising out of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by under this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees;any document relating hereto or thereto or contained in any schedule or exhibit to this Agreement. (gii) Any failure of such Seller to have good, valid and marketable title to the Taxes issued and outstanding Shares held by such Seller, free and clear of all Liens. (iii) Any Claim by a stockholder or former stockholder of the Corporation or any other Person seeking to assert: (A) ownership or rights to ownership of any shares of capital stock of the Companies for Corporation or any taxable period Subsidiary; (B) any rights of a stockholder including any Option, preemptive rights or portion thereof ending on rights to receive notice or prior to vote; (C) any rights under the Closing Date;Corporation's charter, bylaws or other constituent documents; or (D) any Claim that his shares of capital stock were not repurchased by the Corporation. (hiv) All demands, assessments, judgments, costs and reasonable legal and other expenses arising from, or in connection with, any action, suit, proceeding, claim, demand, assessment proceeding or judgment Claim incident to any of the foregoing foregoing. (v) Any Claim arising out of that certain contract between the Corporation and Maimonides Medical Center as identified on Schedule -------- 2.12(a). ------- (vi) Any Claim in excess of $1,000 arising from the failure of the Corporation to have made correct and timely filings with the appropriate governmental agencies concerning the qualification to conduct business in any particular state or incurred in investigating or country. (b) The Sellers shall not be required to avoid indemnify the same or to oppose the imposition thereof or in enforcing this indemnity; and Purchaser for (i) any Tax,cost or other expense the first Fifty Thousand Dollars (including any amounts imposed as a result of the application of Section 481 of the Code$50,000) resulting from any change in accounting method or any change in the accounting treatment aggregate of any item of any of all Claims for indemnification made by the Companies, from the method or treatment used by such Company for taxable periods beginning prior Purchaser to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only 8.2 ----------- (except for Claims arising from breaches of the representations and warranties set forth in Section 2.9(c) and the last sentence of Section 2.11, which Claims -------------- ------------ shall be subject to indemnification from the first dollar), or (ii) the portion that exceeds Seven Million Five Hundred Thousand Dollars ($7,500,000) in the event -38- aggregate of any and all Claims for indemnification made by the Purchaser to the Sellers under this Section 8.2. ----------- (c) The liability of each Seller to indemnify the Purchaser pursuant to this Section 8.2 shall be limited to the amount that is equal to the product ----------- of (i) the percentage of the aggregate amount number of any Losses suffered or incurred by BuyerShares that such Seller is selling to the Purchaser under this Agreement, as set forth on Schedule 1.1 attached hereto, and (ii) the aggregate liability of ------------ all Sellers to which Buyer would be entitled indemnify the Purchaser pursuant to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000.this Section 8.2. -----------

Indemnification by Sellers. From and after the Closing: (a) Indemnifiable Losses. Sellers severally, Sellers shall and not jointly, in accordance with their relative Pro Rata Interests (except, with respect to clause (1) and (2) below, in the case of the breach, inaccuracy, non-compliance or non-performance of any of the representations, warranties, covenants or agreements made by a particular Seller (and not the Company), in which case only such Seller) will indemnify Buyer and its affiliates, Affiliates (including the Cobalt Companies) and their respective officers, directors, employees employees, stockholders equityholders, agents, representatives, successors and agents permitted assigns (collectively, the "“Buyer Indemnified Parties"”) against and will hold each of them harmless from and against and pay on behalf of or reimburse such Buyer Parties in respect of any liabilityloss, Liability, demand, claim, action, cause of action, cost, damage, Tax deficiency, Tax, penalty, fine, or expense expense, whether or not arising out of third party claims (including including, without limitation, interest, penalties, reasonable legal attorneys’ fees and expenses, court costs, and all amounts paid in investigation, defense, or settlement of any of the foregoing) ("collectively, “Losses"”) suffered which any such Buyer Party may suffer, sustain or incurred by any Buyer Indemnified Party become subject to, as a result of, arising from in connection with, relating or relating incidental to the followingor by virtue of: (a1) any the breach of or inaccuracy in any representation or warranty of Sellers such Seller or the Company contained in this Agreement (or any Schedule hereto) as of the Agreement Date, or as of the Closing Date as though such representation or warranty were made on and as of the Closing Date (except to the extent such representations and warranties address matters as of particular dates, in which case, on and as of such dates), or in any certificate delivered pursuant heretohereunder; (b2) any breach the breach, non-compliance or non-performance of any covenant or agreement of Sellers such Seller or the Company contained in this Agreement; (c3) any breach of any covenant or agreement Taxes of the Cobalt Companies contained in this Agreement relating for Pre-Closing Tax Periods, except to the period prior to the Closingextent such Taxes are taken into account in determining final Closing Working Capital; (d4) liabilities of (i) any Company resulting from or arising out of the conduct of the Business Transaction Cost not paid prior to the Closing, including without limitation (ii) any outstanding Closing Indebtedness, (iii) (A) any FAR Payments (including, for clarity, any Losses relating to any claim listed by any holder of any FAR that the payment received by such holder in respect of such FAR was incorrect) or (B) the matters set forth on Schedule 5.209.2(a)(4) or (iv) any claim after the Closing arising under or relating to any Redemption Agreement, in each case, that were not taken into account as a reduction to the final Purchase Price; (5) any obligation of a Cobalt Company after the Closing to indemnify or hold harmless or provide any related rights to any current or former director, manager or officer of a Cobalt Company (for clarity, other than in their capacity as a Seller Party) for claims that relate to periods prior to the Closing to the extent not paid by the tail insurance coverage policy obtained pursuant to Section 6.3; (6) the assets described in Schedule 2.2(c) or the transfer thereof to Sellers; (7) Environmental Damages to the extent resulting from Known Environmental Conditions, other than any such Losses to the extent resulting from (i) any change of use of the Facility from industrial, or any shutdown of operations at the Facility, after the Closing Date, (ii) any investigation, remediation, or other environmental response actions by the Buyer Parties conducted to investigate, monitor, eliminate or control any environmental risk other than risks to the extent resulting from the presence or Release of Known Environmental Conditions consistent with the least stringent applicable remediation or other standard acceptable to the relevant Governmental Authority or (iii) any change in Environmental and Safety Requirements after the Closing Date. In connection with any site remediation, the least stringent applicable remediation standard is the least costly, protective standard acceptable to the relevant Governmental Authority, which may include, without limitation, the use of reasonable deed restrictions, environmental use controls, and engineering controls to limit exposure to contaminants that are allowed to remain in place, to the extent such liabilities are restrictions or controls would not reflected in interfere with site operations of the Most Recent Balance Sheettype currently conducted; (e8) the failure of the Company to own, as of the Closing, good and marketable fee simple title to all of the Real Property free and clear of all Liens other than Permitted Liens; or (9) any claim third-party claims relating to, arising out of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period or portion thereof ending on or prior to the Closing Date; (h) any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000Pending Litigation.

Indemnification by Sellers. From Subject to the other provisions in this ARTICLE X, the Sellers shall, jointly and after severally, indemnify, defend and hold harmless the ClosingBuyer, Sellers shall indemnify Buyer Hexagon Korea and its affiliateseach of their respective Affiliates, and each of their respective officers, directors, employees managers, stockholders equity holders, partners, employees, agents and agents representatives, and any successor or assign thereof or other Person claiming by or through any of them (the "“Buyer Indemnified Parties") ”), from and against and hold them harmless from in respect of any liabilityand all claims, claimActions, damagecosts, Tax expenses, damages, Liabilities, losses amounts paid in settlement, penalties, fines, Taxes, or expense deficiencies (including reasonable legal attorneys’ fees and expensesother costs and expenses incident to any suit, action, proceeding or other Action) ("Losses"“Damages”) suffered arising out of, resulting from, or incurred by any Buyer Indemnified Party as a result of, arising from or relating to the following: in connection with: (a) any breach of or inaccuracy in any representation or warranty of made by the Sellers contained or 3D Korea in this Agreement Agreement, the Korean Purchase Agreement, the other Transaction Documents (other than the Transition Services Agreement), or in any certificate delivered pursuant hereto; hereunder or thereunder; (b) any breach or non-fulfillment by any Seller or 3D Korea of any covenant of its covenants or agreement of Sellers agreements contained in this Agreement; , the Korean Purchase Agreement or the other Transaction Documents (other than the Transition Services Agreement); (c) any breach of any covenant Business Excluded Asset or agreement of the Companies contained in this Agreement relating to the period prior to the Closing; Business Excluded Liability; (d) liabilities of any Company resulting from Seller Transaction Expenses; or arising out of the conduct of the Business prior to the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance Sheet; (e) any claim arising out of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out Indebtedness of the conduct Sellers, 3D Korea or their respective Affiliates other than Specified Indebtedness that is taken into account in the calculation of the Business prior to the Closing; (f) expenses of either Seller Closing US Purchase Price or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period or portion thereof ending on or prior to the Closing Date; (h) any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000Non-US Purchase Price.

Indemnification by Sellers. From Subject to the provisions of -------------------------- Sections 9.1, 10.3, and after 10.4 hereof, the Closing, Sellers shall indemnify and hold harmless Buyer and its affiliatesBuyer Subsidiary for (a) any and all monetary damages, officerscharges, directorslosses, employees deficiencies, stockholders liabilities, obligations, costs, fees, and agents expenses (including, without limitation, reasonable fees and disbursements of counsel incident to the enforcement of rights under Section 10.1 or 10.2 hereof) (collectively, "Buyer Indemnified PartiesDamages") against and hold them harmless from any liability, claim, damage, Tax or expense (including reasonable legal fees and expenses) ("Losses") suffered or incurred by any Buyer Indemnified Party as a result of, arising resulting from or relating to the following: (a) any breach by the Sellers of any representation or warranty of Sellers contained in this Agreement or any certificate delivered pursuant hereto; (b) any breach of any covenant representation, warranty, covenant, or agreement of made by the Sellers contained in this Agreement; , (b)(i) any Taxes of CNL with respect to taxable periods ending on or before the Closing Date; (ii) any Taxes imposed on or in respect of CNL with respect to taxable periods including but not ending on the Closing Date which are allocable to the portion of such taxable period ending on the Closing Date; and (iii) any Taxes imposed on or in respect of any corporation (other than any Taxes imposed on CNL or Buyer or any affiliate of Buyer for any Tax period) with which CNL filed a Tax Return on a combined or consolidated basis for any taxable period that includes the Closing Date, or that ends on, as of the close of or before the Closing Date (including, without limitation, any Taxes for which CNL would be liable pursuant to the provisions of Treasury Regulation Section 1.1502-6), and (c) any breach of any covenant or agreement of the Companies contained in this Agreement relating to the period prior to the Closing; Direct Economic Loss (das defined below) liabilities of any Company resulting from or arising out of the conduct of the Business prior to the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance Sheet; (e) any claim arising out of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased suffered by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period or portion thereof ending on or prior to the Closing Date; (h) any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed Buyer as a result of the application rejection by Charter or ILIC of Section 481 a recommendation of Buyer or Buyer Subsidiary, as the case may be (a "Recommendation"), pursuant to Article II(D) of the CodeCharter Coinsurance Agreement, Article II(D) resulting from any change in accounting method or any change in the accounting treatment of any item of any of the Companies, from the method ILIC Coinsurance Agreement or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000.Article II(D)

Indemnification by Sellers. From and after the Closing, Sellers shall indemnify Buyer and its affiliates, officers, directors, employees , stockholders and agents (the "Buyer Indemnified Parties") against and hold them harmless from any liability, claim, damage, Tax or expense (including reasonable legal fees and expenses) ("Losses") suffered or incurred by any Buyer Indemnified Party as a result of, arising from or relating to the following: (a) Indemnifiable Losses. Sellers severally, and not jointly, in accordance with their relative Pro Rata Interests (except, with respect to clause (1) and (2) below, in the case of the breach or inaccuracy of any of the representations, warranties, covenants or agreements made by a particular Seller (and not the Company), in which case only such Seller) will indemnify Buyer and its Affiliates (including Parent and, after the Closing, the Company) and their respective officers, directors, employees, equityholders, agents, representatives, successors and permitted assigns (collectively, the "Buyer Parties") and will hold each of them harmless from and against and pay on behalf of or reimburse such Buyer Parties in respect of any loss, Liability, cost, damage, deficiency, Tax, penalty, fine, or expense, whether or not arising out of third party claims (including, without limitation, interest, penalties, reasonable attorneys' fees and expenses, court costs, and all amounts paid in investigation, defense, or settlement of any of the foregoing) (collectively, "Losses") which any such Buyer Party may suffer, sustain, or become subject to, as a result of: (1) the breach of or inaccuracy in any representation Fundamental Representation of such Seller or warranty of Sellers the Company contained in this Agreement (or any Schedule hereto) or in any certificate delivered pursuant heretohereunder; (b2) any the breach of any covenant or agreement of Sellers such Seller or the Company contained in this Agreement; (c3) (i) any Taxes of the Company for Pre-Closing Tax Periods, (ii) any Taxes of any Person other than the Company imposed on the Company as a transferee or successor, by Contract (other than commercial Contracts the principal subject matter of which does not relate to Taxes) or pursuant to any Law, in each case resulting from a transaction or event occurring prior to the Closing, or (iii) any Taxes imposed on the Company by reason of being a member of an affiliated, consolidated, combined or unitary group prior to the Closing; provided, that the Sellers will not indemnify the Buyer Parties for (and the Buyer Parties shall be responsible for) any such Taxes otherwise described in subclauses (i)-(iii) of this clause (3) (x) to the extent such Taxes are taken into account in determining and reflected in the final Closing Working Capital or other Purchase Price Components, (y) resulting from a breach by Parent, Buyer or their Affiliates (including, after the Closing, the Company) of any covenant or agreement of the Companies contained made by them in this Agreement relating to Agreement, or (z) arising from any transaction or election outside the period prior to ordinary course of business engaged in on the ClosingClosing Date but after the Closing and at the direction of Parent or Buyer; (d4) liabilities of (i) any Company resulting from or arising out of the conduct of the Business prior to the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are Transaction Cost not reflected in the Most Recent Balance Sheet; (e) any claim arising out of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period or portion thereof ending on or paid prior to the Closing Dateor (ii) any outstanding Closing Indebtedness, in each case, that were not taken into account as a reduction to the final Purchase Price; (h5) any actionLiability of the Company after the Closing to indemnify or hold harmless or provide expense reimbursement or advancement or provide any related rights to any current or former director, suitmanager or officer of the Company (for clarity, proceeding, claim, demand, assessment or judgment incident other than in their capacity as a Seller Party) for claims that relate to periods prior to the foregoing Closing to the extent not paid by the tail insurance coverage policy obtained pursuant to Section 6.1; (6) any Liability arising from or incurred in investigating or relating to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) Real Property Acquisitions, LLC, Bonefish Air, LLC or DSD Management, or the ownership or operation of any Tax,cost such Person, or other expense any action or inaction of or by any such Person, (ii) the Spin-Out or the Dissolution (or any agreement relating thereto), or (iii) any Taxes of or caused by or resulting from any such Person, ownership, operation, action, inaction, the Spin-Out or the Dissolution; or (7) the PPP Loan (including any amounts imposed as a result of or in connection with any forgiveness thereof, any process to seek forgiveness thereof, the application PPP Loan Escrow Agreement, any audit of Section 481 of the Code) resulting from any change in accounting method Buyer or any change of its Affiliates (including, after the Closing, the Company) relating to the PPP Loan, any other claim relating to the PPP Loan or the PPP Loan Escrow Agreement, any Remaining Balance (as defined in the accounting treatment PPP Loan Escrow Agreement) or other repayment obligations, or any other amounts payable (including, for clarity, Income Taxes attributable to loan forgiveness or any disallowance of tax deductions for otherwise deductible expenses in any item tax period) as a result of or in connection with the PPP Loan or any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000foregoing).

Indemnification by Sellers. From Subject to Sections 8.1, 8.2 and after the Closing8.4, Sellers shall indemnify Buyer will, jointly and severally, indemnify, defend and hold harmless Purchaser, its affiliatesAffiliates and their respective directors, officers, directorsemployees, employees agents and representatives from and against any and all claims, stockholders demands or suits (by any person or entity, including without limitation any Governmental Agency), losses, liabilities, actual or punitive damages, fines, penalties, obligations, payments, costs and agents expenses, paid or incurred, whether or not relating to, resulting from or arising out of any Third Party Claim (as hereinafter defined), including without limitation the "Buyer Indemnified Parties") against costs and hold them harmless from expenses of any liabilityand all investigations, claimactions, damagesuits, Tax or expense (including proceedings, demands, assessments, judgments, remediation, settlements and compromises relating thereto and reasonable legal fees and expenses) expenses of attorneys and other experts in connection therewith (individually and collectively, "Indemnifiable Losses") suffered or incurred by any Buyer Indemnified Party as a result ofrelating to, arising resulting from or relating to arising out of any of the following: : (ai) any breach the inaccuracy as of the Closing of any representation of the representations or warranty warranties of Sellers contained in this Agreement or any certificate delivered pursuant hereto; Ancillary Document; (bii) any breach by Sellers of any covenant or agreement of Sellers contained in this Agreement; Agreement or in any Ancillary Document; (ciii) any breach of any covenant or agreement liability associated with a violation of the Companies contained in this Agreement relating to the period prior to the Closing; (d) liabilities of any Company resulting from or arising out of the conduct of the Business prior to the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance Sheet; (e) any claim arising out of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, WARN Act which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation occurs as a result of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; ; (giv) the Taxes any liability or obligation associated with any investigation by any governmental agency of any of the Companies for any taxable period Division's facilities or portion thereof ending operations that is pending on or prior to the Closing Date; ; (hv) any actionliability other than an Assumed Liability, suitincluding, proceedingwithout limitation, claim, demand, assessment Sellers' failure or judgment incident alleged failure to the foregoing pay or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnitysatisfy any liability for which it is responsible hereunder other than an Assumed Liability; and and (ivi) any Tax,liability, cost or other expense (including incurred by Purchaser with respect to any amounts Lien imposed as a result on the Assets with respect to Taxes of Sellers or any prior owner of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment Business of any item of kind or for any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000period.

Indemnification by Sellers. From Each Seller, jointly and after the Closing-------------------------- severally, Sellers shall indemnify Buyer agrees that he will indemnify, defend, protect and hold harmless Eastern and its affiliatesofficers, officersshareholders, directors, employees divisions, stockholders subdivisions, affiliates, subsidiaries, parents, agents, employees, legal representatives, successors and agents (the "Buyer Indemnified Parties") assigns from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and hold them harmless from any liability, claim, damage, Tax or expense expenses whatsoever (including specifically, but without limitation, reasonable legal attorneys' fees and expensesexpenses of investigation) ("Losses") suffered whether equitable or incurred by any Buyer Indemnified Party as a result oflegal, matured or contingent, known or unknown to such Seller, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising from out of occurrences prior to, at, or relating to after the following: date of this Agreement, from: (a) any breach of any representation of, misrepresentation in, untruth in or warranty of Sellers contained inaccuracy in the representations and warranties by the Seller, set forth in this Agreement or any certificate delivered pursuant hereto; in the Schedules attached to this Agreement or in the Collateral Documents; (b) any breach nonfulfillment or nonperformance of any agreement, covenant or agreement condition on the part of Sellers contained a Seller made in this Agreement; Agreement and to be performed by Seller before the Closing Date; provided, however, that such nonfulfillment or nonperformance is -------- ------- within the control of such Seller; (c) any breach violation of the requirements of any covenant governmental authority relating to the reporting and payment of federal, state, local or agreement other income, sales, use, franchise, excise or property tax liabilities of the Companies contained in this Agreement relating to the period arising or accrued prior to the Closing; Closing Date; (d) liabilities any violation of any Company resulting from federal, state or arising out of local "anti-trust" or "racketeering" or "unfair competition law", including, without limitation, the conduct of the Business prior to the ClosingXxxxxxx Act, including without limitation any claim listed on Schedule 5.20Xxxxxxx Act, to the extent such liabilities are not reflected in the Most Recent Balance Sheet; Xxxxxxxx Xxxxxx Act, Federal Trade Commission Act, or Racketeer Influenced and Corrupt Organization Act; and (e) any claim arising out by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b), (c) or (d) of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period or portion thereof ending on or prior to the Closing Date; (h) any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount 9.1 of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000this Agreement has occurred.

Indemnification by Sellers. From Each Seller does hereby severally (to the extent of his proportionate ownership of the Shares, and after the Closingnot jointly, Sellers shall indemnify and hold harmless Buyer and its affiliatesParent, and their respective Affiliates, directors, officers, directorsemployees and other agents and representatives from and against any and all liabilities, employees judgments, stockholders claims, settlements, losses, damages, fees, Liens, Taxes, penalties, obligations and agents expenses (the "Buyer Indemnified Parties"collectively, “Losses”) against and hold them harmless from any liability, claim, damage, Tax incurred or expense (including reasonable legal fees and expenses) ("Losses") suffered or incurred by any Buyer Indemnified Party as a result ofsuch Person arising from, arising from by reason of or relating to the followingin connection with: (a) any misrepresentation or breach of any representation, warranty or agreement of such Seller contained in this Agreement, any other Transaction Agreement or any certificate or other document delivered by such Seller hereunder or thereunder; (b) the non-fulfillment by such Seller of any agreement or covenant made by such Seller in this Agreement, any other Transaction Agreement or any certificate or other document delivered by Sellers hereunder or thereunder; (c) third party claims arising from, by reason of or in connection with the conduct of the business or other operations of Target prior to or on the Closing Date or third party claims arising from, by reason of or in connection with any condition relating to Target, its assets or operations and existing prior to or on the Closing Date; (d) the failure of such Seller to comply with any Federal, state or local tax laws applicable to the transactions contemplated by this Agreement; and (e) any and all actions, suits, proceedings, demands, judgments, costs and legal and other expenses incident to any of the matters referred to in clauses (a) through (d) of this Section 9.1; provided, however, that notwithstanding the foregoing, (X) Sellers will have no indemnification obligation in respect of any matter referred to in clause (a) above (other than for breach of any representation or warranty of Sellers contained set forth in this Agreement or any certificate delivered pursuant hereto; (bSections 2.1, 2.2, 2.5, 2.14, 2.18, 2.29, 2.33, 2.34, 2.35 and 2.36) any breach of any covenant or agreement of Sellers contained in this Agreement; (c) any breach of any covenant or agreement of the Companies contained in this Agreement relating to the period prior to the Closing; (d) liabilities of any Company resulting from or arising out of the conduct of the Business prior to the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance Sheet; (e) any claim arising out of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period or portion thereof ending on or prior to the Closing Date; (h) any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that until the aggregate amount of all Losses with respect to such matters exceeds $75,000 and then for the amount of all such Losses, (Y) the liability of Sellers shall be joint and several to the extent, but only to the extent, that Buyer shall have the right to offset any Losses suffered that are indemnifiable by either Seller hereunder against any Notes payable to any Seller and (Z) in no event shall the aggregate indemnification to be provided by Sellers in respect of all matters referred to in clause (a) above (other than for breach of any representation or incurred warranty set forth in Sections 2.1, 2.2, 2.5, 2.14, 2.18 and 2.29) exceed $5,000,000 for indemnification claims made by BuyerBuyer during the first year following the Closing Date and $2,500,000 thereafter. For purposes of clarity, as the $2,500,000 limit on indemnification for the period following the first year is not in addition to which Buyer would the $5,000,000 limit for the first year, but is a reduction of such amount (i.e., for purposes of determining whether or not the indemnification limit of $2,500,000 is reached for purposes of indemnity claims asserted during the period following the first year, all indemnity claims asserted during the first year shall be entitled included). Notwithstanding the foregoing or any other provision of this Agreement to indemnification thereunder,shall exceedthe contrary, in no event shall Sellers be liable to any party for any punitive damages, or any lost profits or lost revenues, or any other consequential, incidental, special, or indirect damages of any kind or nature under the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000indemnification provisions of this Agreement or otherwise.

Indemnification by Sellers. From Sellers, jointly and after the Closingseverally, Sellers shall indemnify Buyer hereby agree to indemnify, defend and hold harmless Buyer, its affiliates and its affiliatesand their respective directors, officers, directorsstockholders, employees partners, stockholders members, employees, and agents (the "individually, a “Buyer Indemnified Party” and collectively, “Buyer Indemnified Parties") ”), against and hold them harmless in respect of all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, costs and expenses (including the reasonable fees, disbursement and expenses of attorneys and consultants) of any kind or nature whatsoever, but net of the proceeds from any liabilityinsurance policies or other third party reimbursement for such loss, claimto the extent sustained, damage, Tax or expense (including reasonable legal fees and expenses) ("Losses") suffered or incurred by or made against any Buyer Indemnified Party as a result ofParty, to the extent based upon, arising from out of or relating to the following: in connection with: (ai) any breach of any representation or warranty of made by Sellers contained in this Agreement or in any certificate Schedule, exhibit, certificate, agreement or other instrument delivered pursuant hereto; to this Agreement; (bii) any breach of any covenant or agreement of made by Sellers contained in this Agreement; (c) any breach of any covenant or agreement of the Companies contained in this Agreement relating or in any Schedule, exhibit, certificate, financial statement, agreement or other instrument delivered by or binding upon Sellers pursuant to the period prior to the Closing; this Agreement; (diii) liabilities of any Company resulting from or arising out of the conduct of the Business prior to the Closing, including without limitation any claim listed on Schedule 5.20, made by any person or entity to the extent such liabilities are not reflected the same arises out of or relates to the operation of the Assets or the Business and in connection with or on the Most Recent Balance Sheet; basis of events, acts, omissions, conditions or any other state of facts occurring on or existing before the Closing Date (eother than events, acts, omissions, conditions or any other state of facts with respect to which Buyer has specifically agreed to be responsible and has been provided specific written notice by way of a Schedule attached hereto; (iv) any claim arising out which arises in connection with any liability or obligation of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; Sellers that is not an Assumed Liability; (fv) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period or portion thereof ending on or prior Excluded Liabilities; and (vi) the sales of inventory by Sellers to the Closing Date; (h) any actioncustomer identified as NIN1000, suit, proceeding, claim, demand, assessment or judgment incident as set forth on Exhibit 10.1 hereto. The sum of all amounts paid by Sellers to the foregoing or incurred in investigating or Buyer pursuant to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,10.1 shall exceed, in the aggregate, not exceed $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,0002.2 million.

Indemnification by Sellers. From Upon the terms and after subject to the Closingconditions set forth in Sections 4.4 and 4.5 hereof and this Section 4.2, the Sellers shall indemnify Buyer and its affiliatesagree to indemnify, officersdefend, directorsprotect, employees , stockholders and agents (the "Buyer Indemnified Parties") against save and hold them harmless from each Buyer Indemnitee (as such term is hereinafter defined) against, and to reimburse each Buyer Indemnitee on demand for, any liability, claim, damage, Tax or expense and all Losses (including reasonable legal fees and expensesas such term is hereinafter defined) ("Losses") suffered made or incurred by or asserted against such Buyer Indemnitee, at any Buyer Indemnified Party as a result time after the Closing Date, directly or indirectly, arising out of, arising related to, caused by, or resulting from or relating to any of the following:following ("Seller Indemnifiable Claims"): --------------------------- (a) any inaccuracy or misrepresentation in, omission from, or breach or nonfulfillment of a surviving representation, warranty, term, provision, covenant or agreement on the part of any representation or warranty of Sellers Seller contained in this Agreement or in any certificate delivered or other instrument furnished or to be furnished by the Company or Sellers to Buyer pursuant hereto;; or (b) any breach of and all claims, liabilities or obligations that arise out of, result from, or relate in any covenant way to any or agreement of Sellers contained in this Agreement; (c) all employment plans, practices, decisions, actions, agreements, or proceedings undertaken by any breach of Seller, the Company or any covenant or agreement of the Companies contained in this Agreement relating to the period Subsidiary prior to or on the Closing; (d) liabilities of any Closing Date in connection with persons employed or seeking to be employed by the Company resulting from or arising out of the conduct of the Business prior to the Closingits Subsidiaries, including without limitation any claim listed and all claims liabilities or obligations that arise out of, result from, or relate to (x) any agreement, practice, decision, action, plan or proceeding described on Schedule 5.202.18 or Schedule 2.19 hereof, to or ------------- ------------- (y) the extent such liabilities are not reflected in the Most Recent Balance Sheet; (e) any claim arising out termination of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any employment agreements entered into between the Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, any Subsidiary and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period or portion thereof ending employee on or prior to the Closing Date;Closing; or (hc) the termination of the lease agreement covering the real property located at 0000 Xxxxx 00xx Xxxx Xxxxxx, Xxxxx, Xxxxxxxx; or (d) any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result breach of the application of covenants contained in Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,0005.

Indemnification by Sellers. From Effective only from and after upon the occurrence of the Closing, Sellers shall and subject to Section 8.3 below, each of the Dinicolas hereby agrees to jointly and severally defend, indemnify and hold harmless Buyer and its affiliatesthe Company and their respective successors, officersassigns and affiliates (collectively, directors, employees , stockholders and agents (the "Buyer Indemnified PartiesIndemnitees") from and against any and hold them harmless from any liabilityall losses, claimdeficiencies, damageliabilities, Tax or expense (damages, assessments, judgments, costs and expenses, including reasonable legal attorneys' fees (both those incurred in connection with the defense or prosecution of the indemnifiable claim and expenses) those incurred in connection with the enforcement of this provision), including, without limitation, Environmental Liabilities and Costs (collectively, "Buyer Losses") suffered or incurred by any Buyer Indemnified Party as a result of), arising caused by, resulting from or relating to the followingarising out of: (ai) any breach breaches of any representation or warranty of Sellers contained in under this Agreement on the part of any Seller; and (ii) failures by any of the Dinicolas (whether as Sellers or Majority Shareholder) to perform or otherwise fulfill any certificate delivered pursuant heretoundertaking or other agreement or obligation under this Agreement; (b) (i) any breach of any covenant or agreement and all Taxes imposed on the Company (including, without limitation, Taxes relating to the Tax liability of Sellers contained to the extent any governmental authority seeks to impose such Taxes on the Company) for, or relating to, periods commencing with January 1, 1994 and subsequent thereto, and prior to the date of the the Closing to the extent the charges, accruals and reserves therefor as reflected on the books of the Company as of the date of the Closing are inadequate to cover such Taxes and (ii) any Tax liability of the Company resulting from the Company's election as of January 1, 1994 to be taxed as a "C corporation" (including, without limitation, any Tax liability resulting from such change in this Agreement;status); and (c) any breach of and all actions, suits, proceedings, claims, demands, incident to any covenant or agreement of the Companies contained foregoing or such indemnification; provided, however, that if any claim, liability, demand, assessment, action, suit or proceeding shall be asserted in this Agreement relating respect of which a Buyer Indemnitee proposes to demand indemnification ("Buyer Indemnified Claims"), Buyer or such other Buyer Indemnitee shall promptly notify the period prior Majority Stockholder thereof, provided further, however, that, subject to Section 8.3 below, the Closing; (d) liabilities of any Company resulting from failure to so notify the Majority Stockholder shall not reduce or arising out of the conduct of the Business prior to the Closing, including without limitation any claim listed on Schedule 5.20, affect Sellers' obligations with respect thereto except to the extent that Sellers are materially prejudiced thereby. Subject to rights of or duties to any insurer or other third Person having liability therefor, the Majority Stockholder shall have the right promptly upon receipt of such liabilities are not reflected in notice (after acknowledging responsibility for such Buyer Indemnified Claim) to assume the Most Recent Balance Sheet; (e) any claim arising out control of the defense, compromise or settlement of any breach or violation or alleged breach or violation of such Buyer Indemnified Claims (provided that any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination compromise or settlement or claim arising out must be reasonably approved by Buyer), including, at its own expense, employment of any suitcounsel reasonably satisfactory to Buyer; provided, action or proceeding arising out of however, that if the conduct of the Business prior Majority Stockholder shall have exercised its right to the Closing; (f) expenses of either Seller or any Companyassume such control, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period or portion thereof ending on or prior to the Closing Date; (h) any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriatemay, in Buyer's its sole discretiondiscretion and at its expense, employ counsel to comply with applicable Tax lawrepresent it (in addition to counsel employed by the Majority Stockholder) in any such matter. Sellers So long as the Majority Stockholder is contesting any such Buyer Indemnified Claim in good faith, Buyer and each other Buyer Indemnitee shall be obligated to indemnify not pay or settle any such Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000Indemnified Claim.

Indemnification by Sellers. From and after the Closing, Sellers shall indemnify Buyer and its affiliateshold harmless the Company and Parent and Newco and each of their Affiliates, directors, officers, directorsemployees, employees attorneys, stockholders agents, representatives, successors and agents assigns (collectively, the "Buyer Indemnified Affiliated Parties") against in respect of any and hold them harmless from any liabilityall claims, claimlosses, damagedamages, Tax or expense liabilities, declines in value, penalties, interest, costs and expenses (including reasonable legal including, without limitation, actual attorneys', accountants' and consultants' fees and other expenses, including any such expenses incurred in connection with investigating, defending against or settling any such claims) ("Losses") suffered or incurred by any Buyer Indemnified Party as a result the Company, Parent or Newco or their respective Affiliated Parties, in connection with, arising out of, arising from or relating to resulting from, any or all of the following:following (collectively, "Indemnified Damages"): (a) Any breach (or any breach allegation by a third party that, if true, would constitute a breach) of any representation or warranty of made by Sellers contained or the Company in this Agreement or pursuant hereto or in any certificate document or instrument delivered by Sellers or the Company pursuant hereto; (b) any breach of any covenant or agreement of Sellers Any misrepresentation contained in any written statement or certificate furnished by any Seller or the Company pursuant to this AgreementAgreement or in connection with the Transactions; (c) any Any breach of any covenant covenant, agreement or agreement obligation of Sellers or the Companies Company contained in this Agreement relating to the period prior to the Closingor any other document or instrument contemplated by this Agreement or delivered pursuant hereto; (d) liabilities Any litigation, administrative proceeding, investigation, claim, suit, cause of any Company resulting from action, dispute, audit or arbitration to the extent arising out of or based upon the conduct of the Business 36 37 business of the Company prior to Closing (including, without limitation, the Closingsupply, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance Sheet;distribution and sale of all products and services); or (ei) any claim arising out Any Taxes of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any the Company or its predecessors, which breach or violation occurred or allegedly occurred prior Affiliates relating to periods before the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out Closing Date in excess of the conduct provision for unpaid taxes reflected on the Interim Balance Sheet ("Excess Taxes"), (ii) any Taxes arising in connection with the Transactions, (iii) any liability of the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) the Company for Taxes of any other Person, as a transferee or successor, by contract or otherwise and (iv) any Taxes of the Companies for any taxable period Company arising from or portion thereof ending on or prior relating to a change in the method of accounting from a cash and/or hybrid method to an accrual method, whether such Taxes are owed in respect to periods before the Closing Date; (h) any action, suit, proceeding, or after the Closing. No claim, demand, assessment suit or judgment incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result cause of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers action shall be obligated to indemnify Buyer brought against the Seller under this Section 11.2 only in the event -38- that 7.1 unless and until the aggregate amount of any Losses suffered claims under this Section exceeds $10,000, in which event the Company, Parent or incurred by Buyer, as to which Buyer would Newco and their respective Affiliated Parties shall be entitled to indemnification thereunder,shall exceed, in only for all such claims. None of the aggregate, $50,000, in which event Buyer rights to indemnification provided by this Section 7.1 shall be entitled limited, mitigated or in any manner nor to recover all such Losses including such $50,000any extent ameliorated or diminished by virtue of Parent or Newco having conducted, or having had the right to conduct, a due diligence investigation, nor by any information actually or purportedly received or made available to Parent or Newco which is not a part of this Agreement.

Indemnification by Sellers. From (a) Subject to the limitations set forth in Sections 8.4 and after the Closing8.7 of this Agreement, Sellers shall Sellers, jointly and severally, hereby covenant and agree to indemnify Buyer and its affiliates, officers, directors, employees , stockholders and agents (the "Buyer Indemnified Parties") against and hold them harmless Buyer from and against any liabilityand all losses, claimliabilities, damagedamages, Tax demands, claims, suits, actions, judgments or expense (including reasonable legal fees causes of action, assessments, costs and expenses) , including, without limitation, interest, penalties, attorneys' fees, any and all expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation (collectively, "LossesDamages") suffered ), asserted against, resulting to, imposed on or incurred or suffered by any Buyer Indemnified Party Buyer, directly or indirectly, as a result of, of or arising from or relating to the following:following (collectively, "Buyer's Indemnifiable Claims"): (ai) any Any inaccuracy in or breach of any representation of the representations or warranty of warranties (disregarding for purposes hereof, any materiality and Material Adverse Effect qualifications set forth in such representations and warranties) made by Sellers contained in this Agreement Agreement; or (ii) Any breach or nonperformance of any covenant, certificate or obligation to be performed or delivered by Sellers pursuant hereto;to this Agreement. (iii) Any liability arising under Environmental Health and Safety Laws relating to or arising from the Brite Metals facility located at 0000 Xxxxxxx Xxxxxx S.W., Grand Rapids, Michigan. (iv) All Taxes that are not accrued or reserved for in the Closing Balance Sheet (A) of the Company with respect to taxable periods (or portions thereof) ending on or before the Closing Date (other than the Section 338(h)(10) Taxes) and (B) of any other person for which the Company is liable (I) as a result of such person being a member of a consolidated, combined or unitary group that included the Company for any taxable period (or portion thereof) ending on or before the Closing Date, (II) as a successor, or (III) by contract entered into on or before the Closing Date. (b) any breach For purposes of this Article, all Damages shall be computed net of any covenant insurance coverage proceeds received by the Company with respect thereto, or agreement of Sellers contained in this Agreement;any corresponding tax benefit when and as received by or realized by such Party, that reduces the Damages that would otherwise be sustained. (c) any breach of any covenant or agreement of the Companies contained in this Agreement relating Buyer shall be considered to the period prior to the Closing; (d) liabilities of any Company resulting from or have suffered Damages arising out of or resulting from the conduct of matters referred to in subsection (a) above if the Business prior to the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance Sheet; (e) any claim arising out of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased same shall be suffered by any Company parent, subsidiary or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out Affiliate of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period or portion thereof ending on or prior to the Closing Date; (h) any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceedincluding, in without limitation, the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000Company.

Indemnification by Sellers. From and after the ClosingClosing and subject to the limitations of this Article 10, Sellers shall each Seller shall, severally but not jointly, indemnify and hold Buyer and its affiliatesAffiliates, its and their respective successors and assigns, and in each such case its and their respective present or former directors, officers, directorsshareholders, employees , stockholders and agents (the "“Buyer Indemnified Parties"”) against and hold them harmless from and against any liability, claim, damage, Tax or expense (including reasonable legal fees and expenses) ("Losses") suffered or all Losses at any time incurred by any Buyer Indemnified Party as a result ofin connection with, resulting from, related to or arising from or relating to the followingfrom: (a) any material breach by such Seller of any of its representations or warranties (with materiality determined, where applicable, by reference to the Purchased Contract that is the subject of the relevant representation or warranty of Sellers contained warranty) in this Agreement Agreement, the Assignment and Assumption Agreements, or in any certificate delivered pursuant heretoother agreement entered into in connection with this Agreement; (b) any material breach or nonfulfillment of any agreement or covenant (in each case with materiality determined, where applicable, by reference to the Purchased Contract that is the subject of the relevant agreement or covenant) to be performed by such Seller pursuant to this Agreement, the Assignment and Assumption Agreements, or in any other agreement of Sellers contained entered into in connection with this Agreement; (c) any breach of claim by an Obligor or a third party in connection with such Seller’s making or collecting loans or performing any covenant or agreement of transactions under the Companies contained in this Agreement relating to the period Transaction Documents prior to or at the Closing;Closing Date; or (d) liabilities of any Company resulting from failure by such Seller to pay or arising out perform, or any claim against a Buyer Indemnified Party by a third party that, if successful, would give rise to, any of the conduct of the Business prior Excluded Obligations. Notwithstanding anything to the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected contrary contained in the Most Recent Balance Sheet; (e) any claim arising out of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees Sellers have made no representations or warranties, and expenses of attorneystherefore provide no indemnification, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period or portion thereof ending on or prior to the Closing Date; (h) any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and regarding: (i) the creditworthiness, solvency or financial ability of any Tax,cost Obligor or Guarantor or any other expense (obligor, including any amounts imposed as a result pledgor, any letter of credit issuer or insurer to pay or to perform any of its liabilities or obligations with respect to the application of Section 481 of Purchased Assets, or (ii) any Obligor’s or Guarantor’s paying or performing pursuant to the Code) resulting from any change in accounting method or any change in the accounting treatment terms of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000Purchased Contract.

Indemnification by Sellers. From After the Closing and after subject to the Closingterms and conditions of this ARTICLE VII, Sellers shall indemnify Buyer Sellers, jointly and its affiliatesseverally, officerswill indemnify, directorsdefend and hold harmless Buyer, employees the Company and their respective Affiliates and their respective Representatives (collectively, stockholders and agents (the "“Buyer Indemnified Parties"”) against from and hold them harmless from any liabilityagainst, claimand pay and reimburse Buyer Indemnified Parties for, damage, Tax or expense (including reasonable legal fees and expenses) ("Losses") all Losses suffered or incurred by any by, or imposed on, the Buyer Indemnified Party as a result ofParties, arising from directly or indirectly, relating to the followingor arising from: (a) any breach of or inaccuracy in any representation or warranty of Sellers contained made by any Seller Affiliated Party or the Company in this Agreement, the Escrow Agreement or any certificate delivered by any Seller Affiliated Party or the Company pursuant heretoto this Agreement; (b) any breach of any covenant or agreement of Sellers contained any Seller Affiliated Party in this Agreement or the Escrow Agreement; (c) any breach claim by any Seller Indemnified Party or any Person claiming through or on behalf of any covenant Seller Indemnified Party arising out of or agreement of the Companies contained in this Agreement relating to the period prior to the Closingany act or omission by Buyer or any other Person in reliance upon instructions from or notices given by Sellers’ Representative; (d) liabilities of any (i) Company resulting from Transaction Expenses or arising out (ii) Indebtedness of the conduct of the Business prior to the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance SheetCompany; (e) any claim arising out inaccuracy contained in the Seller Allocation Schedule or failure of the Sellers’ Representative to distribute any breach or violation or alleged breach or violation portion of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior the Closing Consideration to the Closing, Sellers in accordance with the terms of this Agreement and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the ClosingSeller Allocation Schedule; (f) expenses of either Seller any Fraud by or any Company, other than Transaction Expenses, relating to the consummation on behalf of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker feesCompany in connection with the Transactions; (g) the Taxes of any of the Companies for any taxable period or portion thereof ending matter set forth on or prior to the Closing Date;Schedule III; or (h) any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000matter set forth on Schedule IV.

Indemnification by Sellers. From (a) Subject to the limitations in paragraph (b) below, the Sellers, jointly and after the Closingseverally, Sellers shall agree to defend, indemnify Buyer and its affiliates, officers, directors, employees , stockholders and agents (the "Buyer Indemnified Parties") against and hold them harmless Buyer's Indemnified Persons from any liability, claim, damage, Tax and against all Losses directly or expense (including reasonable legal fees and expenses) ("Losses") suffered or indirectly incurred by or sought to be imposed upon any Buyer Indemnified Party as a result of, arising of them resulting from or relating to the followingarising out of: (ai) any breach of any representation of the representations or warranty warranties of Sellers contained in this Agreement or any certificate delivered pursuant heretoArticle 2 hereof; (bii) any litigation or similar matter required to be disclosed on Schedule 2.19 hereto, except to the extent of reserves with respect thereto on the Base Balance Sheet; (iii) any breach of any covenant or agreement of made by Sellers contained in this Agreement, any Ancillary Agreement, or any agreement contemplated hereby; (civ) any breach Taxes owing by the Company or Sellers or Buyer, as successor to the Company, (including interest and penalties with respect thereto) for all periods, or portions thereof, up to an including the Closing Date, except to the extent of reserves with respect thereto on the Base Balance Sheet; (v) any covenant Governmental Authority or agreement of the Companies contained in this Agreement other third party action for damages, including fines or penalties; (vi) any matter relating to the period any Company Employee Plan occurring prior to the Closing; (d) liabilities of any Company resulting from or arising out of the conduct of the Business prior to the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance Sheet; (evii) any claim arising out of any breach fraud or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased intentional misrepresentation by any the Company or its predecessors, which breach any Seller contained herein or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation committed in respect of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees;hereby; or (gviii) the Taxes of any of the Companies liability for any taxable period or portion thereof ending on or prior which Sellers have expressly agreed to be responsible. (b) The right to indemnification under paragraph (a) is subject to the Closing Date; (h) any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; andfollowing limitations: (i) any Tax,cost The Seller shall have no liability under paragraph (a) unless one or other expense (including any amounts imposed as a result more of the application Buyer's Indemnified Persons gives written notice to the Seller asserting a claim for Losses, including reasonably detailed facts and circumstances pertaining thereto, before the expiration of Section 481 (A) two (2) years from the Closing Date with respect to claims described in clause (i); (B) the period of the Code) resulting from any change in accounting method or any change applicable statute of limitations in the accounting treatment case of claims described in clauses (iii) (iv) (v); and (C) without limitation as to time with respect to claims described in clauses (ii), (vii) or (viii); except that, for any item of any of claim based upon a covenant or undertaking which by its terms is to be performed after the CompaniesClosing, from then the method period above shall commence on the date when such covenant or treatment used by such Company agreement should have been performed. (ii) Indemnification for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers claims under paragraph (a) above shall be obligated to indemnify Buyer under this Section 11.2 payable by Sellers only in the event -38- that if the aggregate amount of any all Losses suffered or incurred thereunder by Buyer's Indemnified Persons shall exceed $25,000, as to at which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer point Sellers jointly and severally shall be entitled to recover responsible for all Losses, including the first $25,000 of such Losses including such $50,000Losses.

Indemnification by Sellers. From 9.2.1 Sellers, jointly and after the Closingseverally, Sellers shall indemnify Buyer and its affiliateshold harmless the Crown Parties, officersthe Company, directorsand their respective Representatives, employees partners, stockholders stockholders, controlling persons, and agents affiliates (collectively, the "Buyer Indemnified PartiesINDEMNIFIED PERSONS") against for, and hold them harmless from any liability, claim, damage, Tax or expense (including reasonable legal fees and expenses) ("Losses") suffered or incurred by any Buyer shall pay to the Indemnified Party as a result Persons the amount of, arising any and all Damages arising, directly or indirectly, from or relating to in connection with any of the following: (a) any breach Any Breach of any representation or warranty of made by Sellers contained or the Company in this Agreement (giving effect to any Supplements), any Supplement (giving effect to any subsequent Supplement), or any other certificate or document delivered by Sellers pursuant heretoto this Agreement; (b) any breach Any Breach by either Seller of any covenant or agreement obligation of Sellers contained such Seller in this Agreement; (c) any breach of any covenant Any product shipped or agreement of the Companies contained in this Agreement relating to the period prior to the Closing; (d) liabilities of any Company resulting from or arising out of the conduct of the Business prior to the Closingmanufactured by, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance Sheet; (e) any claim arising out of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Companyservices provided by, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period or portion thereof ending on or Company prior to the Closing Date; (hd) Any matter disclosed in the attached SCHEDULE 9.2; or (e) Any claim by any actionPerson for brokerage or finder's fees or commissions or similar payments based upon any Contract alleged to have been made by any such Person with either Seller or the Company (or any Person acting on their behalf) in connection with this transaction. 9.2.2 Without limiting the generality of the provisions of Section 9.2.1, suitSellers, proceedingjointly and severally, claimshall indemnify and hold harmless the Indemnified Persons for, demand, assessment or judgment incident and shall pay to the foregoing Indemnified Persons the amount of, any Damages (including costs of cleanup, containment, or incurred in investigating other remediation) arising, directly or to avoid the same or to oppose the imposition thereof indirectly, from or in enforcing this indemnity; andconnection with: (a) Any Environmental Liabilities arising out of or relating to (i) the operation at any Tax,cost time on or other expense (including any amounts imposed as a result of prior to the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment Closing Date of any item property in which either Seller or the Company has or previously had an interest; (ii) any Hazardous Materials that, to the Knowledge of either Seller or the Company, were present on, in, or under any of the Companies, from the method such property at any time on or treatment used by such Company for taxable periods beginning prior to the Closing Date; (iii) any Hazardous Materials that, which change Buyer deems necessary to the Knowledge of either Seller or appropriatethe Company, were, or were allegedly, generated, transported, stored, treated, released, or otherwise handled by either Seller, the Company, or any other Person for whose conduct any of them is or may be held responsible at any time on or prior to the Closing Date; or (iv) any actual or alleged violation of Environmental Laws on or prior to the Closing Date by either Seller, the Company, or any other Person for whose conduct any of them is or may be held responsible; or (b) Any bodily injury (including illness, disability, and death, and regardless of when any such bodily injury occurred, was incurred, or manifested itself or occurs, is incurred, or manifests itself), personal injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), or other damage of or to any Person, including any employee or former employee of either Sellers, the Company, or any other Person for whose conduct any of them is or may be held responsible, in Buyer's sole discretion, any way arising from or allegedly arising from any activity conducted or allegedly conducted in violation of Environmental Laws with respect to comply with applicable Tax law. Sellers shall be obligated the operation on or prior to indemnify Buyer under this Section 11.2 only in the event -38- that Closing Date of the aggregate amount Company or of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, property in which event Buyer either Seller or the Company has or previously had an interest or from any Hazardous Material that was (i) to the Knowledge of either Seller or the Company, present or suspected to be present on or before the Closing Date on or at any property in which either Seller or the Company has or previously had an interest (or present or suspected to be present on any other property, if such Hazardous Material emanated or allegedly emanated from any of such property on or prior to the Closing Date) or (ii) to the Knowledge of either Seller or the Company, released or allegedly released by either Seller, the Company, or any other Person for whose conduct any of them is or may be held responsible at any time on or prior to the Closing Date. The Crown Parties shall be entitled to recover all control any cleanup, any related Proceeding, and, except as provided in the following sentence, any other Proceeding with respect to which indemnity may be sought under this Section 9.2.2. The procedure described in Section 9.7 shall apply to any claim solely for monetary damages relating to a matter covered by this Section 9.2.2. 9.2.3 The remedies provided in Section 9.2.1 and 9.2.2 shall be exclusive remedies available to the Crown Parties or the other Indemnified Persons with respect to matters covered thereby; PROVIDED, HOWEVER, that the limitation set forth in this Section 9.2.3 shall not apply to any claim of fraud asserted by the Crown Parties or any other Indemnified Person, to any Breach of any of Sellers' representations and warranties of which either Seller had Knowledge at any time prior to the date on which such Losses including such $50,000representation and warranty is made, or to any intentional Breach by either Seller of any covenant or obligation of Sellers under this Agreement. 9.2.4 Sellers shall have no right of contribution against the Company with respect to any liability of Sellers under this Section 9.

Indemnification by Sellers. From and after the Closing, Sellers shall shall, jointly and severally, reimburse, indemnify Buyer and its affiliateshold harmless PsychPartners and Purchasers and their respective, employees, shareholders, members, officers, agents, directors, employees successors and assigns against and in respect of: (i) any and all damages, stockholders losses, deficiencies, liabilities, costs and agents expenses, including, without limitation, reasonable legal fees and expenses (the collectively, "Buyer Indemnified PartiesDamages") incurred or suffered by Purchasers or their successors or assigns that result from, relate to or arise out of: (A) the failure of Seller fully to pay or satisfy, or the failure of Seller to cause to be paid or satisfied, the Retained Liabilities; (B) any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other proceedings or investigations against and hold them harmless Purchasers or any affiliate of Purchasers that relate to any of the Sellers or the Business in which the event giving rise thereto occurred prior to the date of Closing or which result from or arise out of any action or inaction prior to the date of Closing of Sellers or any director, officer, employee, agent, representative or subcontractor of Sellers, including those matters set forth on Schedule 3.24, but not including any Assumed Liabilities; or 72 (C) any misrepresentations, breach of warranty or nonfulfillment of any agreement or covenant on the part of Sellers under this Agreement, or from any liabilitymisrepresentation in or omission from any certificate or schedule furnished to Purchasers pursuant hereto; and (ii) any and all actions, claimsuits, damageclaims, Tax or expense proceedings, investigations, demands, assessments, audits, fines, judgments, costs and other expenses (including including, without limitation, reasonable legal fees and expenses) ("Losses") suffered or incurred by any Buyer Indemnified Party as a result of, arising from or relating incident to the following: (a) any breach of any representation or warranty of Sellers contained in this Agreement or any certificate delivered pursuant hereto; (b) any breach of any covenant or agreement of Sellers contained in this Agreement; (c) any breach of any covenant or agreement of the Companies contained in this Agreement relating to the period prior to the Closing; (d) liabilities of any Company resulting from or arising out of the conduct of the Business prior to the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance Sheet; (e) any claim arising out of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period foregoing or portion thereof ending on or prior to the Closing Date; (h) any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result enforcement of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,0008.2.

Indemnification by Sellers. From The Sellers jointly and after severally covenant and agree with the Closing, Sellers shall Purchaser to indemnify Buyer and save harmless the Purchaser and its affiliates from and against any Claim which may be made or brought against the Purchaser or its affiliates, officersor which the Purchaser or its affiliates may suffer or incur in respect of, directors, employees , stockholders and agents (the "Buyer Indemnified Parties") against and hold them harmless from any liability, claim, damage, Tax or expense (including reasonable legal fees and expenses) ("Losses") suffered or incurred by any Buyer Indemnified Party as a result of, or arising from or relating to the followingout of: (a) any nonfulfillment of any covenant or agreement on the part of the Sellers, or any one or more of them, contained in this Agreement, the Side Agreement and the Intellectual Property Agreement; (b) any inaccuracy in or breach of any representation or warranty of Sellers the Sellers, or any one or more of them, contained in this Agreement, the Side Agreement or any certificate delivered pursuant hereto; (b) any breach of any covenant or agreement of Sellers contained in this and the Intellectual Property Agreement; (c) any breach of any covenant or agreement debts and liabilities of the Companies contained in this Agreement relating to the period prior to the Closing; Corporations for Taxes (di) liabilities of any Company resulting from or arising out of the conduct of the Business prior to the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance Sheet; (e) any claim arising out of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating with respect to any Real Property owned taxable period (or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (fportion thereof) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for Corporations (or any taxable period predecessor) ending on or portion thereof ending before the Closing Date; (ii) of any member of an affiliated, consolidated, combined, or unitary group (other than the Corporations) of which any of the Corporations (or any predecessor) is or was a member on or prior to the Closing Date; (h) any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result Date by reason of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item liability of any of the CompaniesCorporations pursuant to United States Treasury Regulation Section 1.1502-6(a) or any analogous or similar state, local, Mexican or other foreign law; and (iii) allocable to the Sellers pursuant to Section 8.9(f), but only to the extent that such Taxes are in excess of amounts reserved therefor in the Closing Date Balance Sheet; (d) any Remedial Requirement associated with the presence or migration of any Hazardous Substance resulting from the method Seller's use or treatment used by such Company for taxable periods beginning occupation of the Real Property prior to the Closing Date, which change Buyer deems necessary ; or (e) any Claims resulting from or appropriate, in Buyer's sole discretion, relating to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000Office Products Long Term Incentive Plan.

Indemnification by Sellers. From Subject to the other terms and after conditions of this ARTICLE 10 and the Closingterms and conditions set forth in ARTICLE 13, Sellers Sellers, severally and not jointly (pro rata in accordance with the portion of the Purchase Price received by each Seller), shall indemnify Buyer indemnify, defend, reimburse and hold harmless Buyer, its affiliatesAffiliates, successors and assigns and the respective officers, directors, employees employees, attorneys, agents and stockholders and agents of the foregoing (the "“Buyer Indemnified Parties"”) from and against any and hold them harmless from any liabilityall Losses incurred or sustained by, claimor imposed upon, damage, Tax or expense (including reasonable legal fees and expenses) ("Losses") suffered or incurred by any such Buyer Indemnified Party as a result based upon, arising out of, arising from or with respect to, relating to the followingor by reason of: (a) any inaccuracy in or breach of any representation of the representations or warranty warranties of Sellers contained in this Agreement ARTICLE 2 hereunder or the Company in ARTICLE 3 or in the case of a Third-Party Claim, any certificate delivered pursuant heretoallegation that, if true, would constitute such a breach of or inaccuracy in such representation or warranty, provided that no Seller shall have any obligation hereunder with respect to any inaccuracy in or breach of any of the representations and warranties of any other Seller; (b) any breach or non-fulfillment of any covenant covenant, agreement or obligation to be performed by the Company or the Sellers pursuant to this Agreement or the Transaction Documents, provided that no Seller shall have any obligation hereunder with respect to any inaccuracy in or breach or non-fulfillment of any covenant, agreement of Sellers contained in this Agreementor obligation to be performed by any other Seller; (c) any breach of any covenant Company Transaction Expenses or agreement Indebtedness outstanding as of the Companies contained in this Agreement relating Closing to the period extent not paid or satisfied by the Company or Sellers at or prior to the ClosingClosing or any inaccuracy in the Payment Schedule; (d) liabilities of any Company resulting from or arising out of the conduct of the Business prior to the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance SheetIndemnified Taxes; (e) any claim arising out by any current, former or purported direct or indirect Stockholder, or other equityholder of the Company (in their capacity as such, but excluding Buyer or any breach of its Affiliates) (i) related to the Transaction or violation the transactions contemplated hereby or alleged breach or violation of any Environmental, Health and Safety Requirement (ii) relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct distribution or allocation of the Business prior amounts payable hereunder among the Sellers (including any failure to distribute or allocate such amounts in accordance with and as required by the Organizational Documents of the Company) or any claim by any other Person claiming to have an equity interest in the Company or the allocation of the Purchase Price to the ClosingSellers; (f) expenses of either Seller any costs, Liabilities, or other obligations related to the Newspaper Assets or the Holdco Formation (including any Company, other than Transaction Expenses, Taxes relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker feesNewspaper Assets or Holdco Formation); (g) any cost and expense of the Taxes remediation of any of environmental condition that is identified in any environmental assessment (or the Companies for any taxable period or portion thereof ending on or results thereof) in accordance with Section 6.18 that is not remediated prior to the Closing Dateand is in excess of the Environmental Remediation Cost; (h) any action, suit, proceeding, claim, demand, assessment payment or judgment incident payments by Buyer or the Company to a Non-Signing Stockholder in respect of any shares of Common Stock in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with this Agreement to the foregoing extent such payment or incurred payments are in investigating or to avoid excess of the same or to oppose the imposition thereof or in enforcing this indemnityNon-Signing Stockholder Amount; andor (i) any Tax,cost or other expense (including any amounts imposed as a result of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item of with respect to any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000matters set forth on Schedule 10.1(i).

Indemnification by Sellers. From and after the ClosingClosing and subject to the limitations of this Article 10, Sellers shall each Seller shall, jointly and severally, indemnify Buyer and its affiliateshold Buyer, Master Fund, and Feeder Fund and their Affiliates, their respective successors and assigns, and in each such case their respective present or former directors, officers, directorsshareholders, employees , stockholders and agents (the "“Buyer Indemnified Parties"”) against and hold them harmless from and against any liability, claim, damage, Tax or expense (including reasonable legal fees and expenses) ("Losses") suffered or all Losses at any time incurred by any Buyer Indemnified Party as a result ofin connection with, resulting from, related to or arising from or relating to the followingfrom: (a) any material breach by a Seller of any of its representations or warranties (with materiality determined, where applicable, by reference to the Transferred Contract that is the subject of the relevant representation or warranty of Sellers contained warranty) in this Agreement Agreement, the Assignment and Assumption Agreements, or in any certificate delivered pursuant heretoother agreement entered into in connection with this Agreement; (b) any material breach or nonfulfillment of any agreement or covenant (in each case with materiality determined, where applicable, by reference to the Transferred Contract that is the subject of the relevant agreement or covenant) to be performed by a Seller pursuant to this Agreement, the Assignment and Assumption Agreements, or in any other agreement of Sellers contained entered into in connection with this Agreement; (c) any breach of claim by an Obligor or a third party in connection with a Seller’s making or collecting loans or performing any covenant or agreement of transactions under the Companies contained in this Agreement relating to the period Transaction Documents prior to or at the Closing;Closing Date; or (d) liabilities of any Company resulting from failure by a Seller to pay or arising out perform, or any claim against a Buyer Indemnified Party by a third party that, if successful, would give rise to, any of the conduct of the Business prior Excluded Obligations. Notwithstanding anything to the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected contrary contained in the Most Recent Balance Sheet; (e) any claim arising out of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees neither Seller has made any representations or warranties, and expenses of attorneystherefore provides no indemnification, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period or portion thereof ending on or prior to the Closing Date; (h) any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and regarding: (i) the creditworthiness, solvency or financial ability of any Tax,cost Obligor or Guarantor or any other expense (obligor, including any amounts imposed as a result pledgor, any letter of credit issuer or insurer to pay or to perform any of its liabilities or obligations with respect to the application of Section 481 of Transferred Assets, or (ii) any Obligor’s or Guarantor’s paying or performing pursuant to the Code) resulting from any change in accounting method or any change in the accounting treatment terms of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000Transferred Contract.

Indemnification by Sellers. From and For a period of thirty-six (36) months after the ClosingClosing Date, Sellers shall indemnify shall, jointly and severally, indemnify, defend and hold harmless Buyer and its affiliates, the Company and Buyer's and the Company's officers, directors, employees and shareholders and their heirs, stockholders representatives, successors and agents (the "Buyer Indemnified Parties") assigns, from and against and hold them harmless from in respect of any liabilityand all losses, claimcosts, damageexpenses, Tax or expense (claims, damages, obligations and liabilities, including interest, penalties and reasonable legal attorneys fees and expenses) disbursements, and to the extent not covered by insurance of Buyer or Company ("LossesDamages") suffered ), which Buyer, the Company or incurred by any Buyer Indemnified Party as a result such person may suffer, incur or become subject to arising out of, arising from based upon or relating to the followingotherwise in respect of: (a) any Any material inaccuracy in or material breach of any representation or warranty of Sellers any Seller or the Company made in or pursuant to this Agreement, or any Seller Transaction Document; (b) Any material breach or material nonfulfillment of any covenant or obligation of any Seller contained in this Agreement or any certificate delivered pursuant hereto; (b) any breach of any covenant or agreement of Sellers contained in this AgreementSeller Transaction Document; (c) any breach of any covenant or agreement Certain operations of the Companies contained in this Agreement Company, the Business or the Company's assets and properties, and all acts and omissions of the Company and all facts, events and circumstances relating to the period Company, its financial condition or the Business on or prior to the ClosingClosing Date, limited to the following: (i) any injuries to persons or damage to property resulting from the use of products manufactured by the Company; (dii) all environmental liabilities of any Company resulting from and recovery costs related to or arising out from the ownership or use of the conduct assets of the Business Company or the operation of the Business; (iii) all services performed or products manufactured or sold by the Company that are required to be re-done, fixed or corrected after the Closing Date; and (iv) any dispute, grievance or controversy with, or liability or other obligation of the Company, material in amount and in nature, in respect of, any of the Company's employees, specifically excluded from this indemnification is any obligation in respect of accrued vacation not satisfied prior to the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance SheetClosing or waived herein; (ev) any claim arising out gross negligence on the part of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any the Company or its predecessors, which breach any prior business unit for products or violation occurred services manufactured or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period or portion thereof ending on or performed prior to the Closing Date; (hvi) any actionbreach of any product warranty, suitwhether express or implied, proceeding, claim, demand, assessment or judgment incident to on the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result part of the application of Section 481 of the Code) resulting from any change in accounting method Company or any change in the accounting treatment of any item of any of the Companies, from the method prior business unit for products or treatment used by such Company for taxable periods beginning services manufactured or performed prior to the Closing Date; (d) Any liability or other obligation (whether absolute or contingent, known or unknown) of the Company existing on the Closing Date and not disclosed in Schedule 10.1-d hereof or the Interim Balance Sheet or in the Exhibits and Schedules hereto; Stock Purchase Agreement Vulcan Industries, Inc. Page 40 (e) Material liability for the presence, use, handling, generation, processing, treatment, storage, transportation, release, discharge or disposal of Hazardous Substances on, about or beneath any Current or Former Real Property or at any other location by any person prior to Closing; and (f) Any material liability or other obligation of the Company for Employee Pension Benefit Plans and Employee Welfare Benefit Plans that are due or accrue before the Closing Date. If the Buyer makes any indemnification claim against any Seller, then Buyer shall have the right, notwithstanding and in addition to any other rights which change Buyer deems necessary may have with respect to Sellers or appropriateagainst any other person or entity, in to set-off such claim for indemnification against any payments which may be owed by Buyer to any Seller (including, without limitation, any amount outstanding pursuant to the Notes). The exercise of such right of set-off by Buyer shall not constitute an event of default under any such obligation owed by Buyer to Sellers. To the extent that any Seller contests Buyer's sole discretionright to set off any amount pursuant to this Section, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled deposit such amount with an escrow agent reasonably satisfactory to recover all Sellers pending resolution of such Losses including such dispute. Material liability with respect to this ss.10.1 shall mean any liability in excess of $50,000.

Indemnification by Sellers. From Subject to the limitations and other terms and conditions of this Article IX, including the caps on liability set forth in Section 9.04, Sellers and Seller Principals, jointly and severally, shall indemnify Buyer, Parent and their respective Affiliates (including, after the Closing, Sellers shall indemnify Buyer and its affiliatesGravitas) (collectively, officers, directors, employees , stockholders and agents (the "“Buyer Indemnified Parties"”) against against, and shall hold them the Buyer Indemnified Parties harmless from and against, any liabilityand all claims, claimjudgments, damagedamages, Tax or expense (liabilities, settlements, losses, costs and expenses, including reasonable legal attorneys’ fees and expenses) disbursements ("Losses") suffered a “Loss”), incurred or incurred by sustained by, or imposed upon, any of the Buyer Indemnified Party as a result Parties based upon, arising out of, arising from with respect to or relating to the followingby reason of: (a) any breach of any representation of the representations or warranty of Sellers warranties contained in Article IV of this Agreement or any certificate delivered pursuant heretoAgreement; (b) any breach of any covenant of the representations or agreement of Sellers warranties made by a Seller contained in Article III of this Agreement; (c) any breach of or violation of, or failure to fully perform, any covenant covenant, agreement, undertaking or agreement of the Companies obligation to be performed by Gravitas or Sellers contained in Article II, Article VII, or Article XI of this Agreement relating to the period prior to the ClosingAgreement; (d) liabilities of any Company resulting from or arising out of the conduct of the Business prior to the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance Sheet; (ei) any claim arising out of any breach or violation of, or alleged breach failure to fully perform, any covenant, agreement, undertaking or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closingobligation in Article VI; (fi) expenses all Taxes of either Gravitas or a Seller or any Company, other than Transaction Expenses, relating to the consummation business of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; Gravitas for all Pre-Closing Tax Periods; (gii) the all Taxes of any member of the Companies for an affiliated, consolidated, combined or unitary group of which Gravitas (or any taxable period predecessor of Gravitas) is or portion thereof ending was a member on or prior to the Closing Date; Date by reason of a liability under Treasury Regulation Section 1.1502- 6 or any comparable provisions of foreign, state or local Law; and (hiii) any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment and all Taxes of any item person imposed on Gravitas or a Seller arising under the principles of any of the Companiestransferee or successor liability or by contract, from the method relating to an event or treatment used by such Company for taxable periods beginning prior to transaction occurring before the Closing Date; provided, which change Buyer deems necessary however, that this covenant shall expire on the third (3rd) anniversary of the Closing Date; or (f) any Indebtedness or appropriate, Transaction Expenses not paid in Buyer's sole discretion, to comply accordance with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in 2.04 and Section 2.08(c) hereunder. (g) the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000.matters set forth on Schedule 9.02(f);

Indemnification by Sellers. From 11.1.1. Sellers shall, to the fullest extent permitted by Law and after jointly and severally, indemnify, defend and hold harmless the ClosingIndemnitees from, Sellers shall indemnify Buyer and its affiliates, officers, directors, employees , stockholders and agents (the "Buyer Indemnified Parties") against and hold them harmless from with respect to, any liabilityClaim or Loss, claimof any kind or character, damagesuffered, Tax incurred or expense (including reasonable legal fees and expenses) ("Losses") suffered sustained by Purchaser or incurred by any Buyer Indemnified Party as a result ofof the Indemnitees or to which it or they become subject, arising from out of or in any manner incident, relating to the following:or attributable to (a) any breach of inaccuracy in any representation or breach of warranty of Sellers any Seller contained in this Agreement or in any certificate delivered pursuant heretocertificate, instrument of transfer or other document or agreement executed by any Seller in connection with this Agreement; (bi) the validity of Sellers' title to the Purchased Interests; (ii) any breach Liens imposed on the Purchased Interests, other than the Lien identified in Section 3.5.4 of the Disclosure Schedule and any Liens which may be imposed by Purchaser or solely as a result of Purchaser's ownership of the Purchased Interests; (iii) the existence of any covenant outstanding liability for any capital calls or agreement other form of capital contributions in respect of the Purchased Interests; (iv) the existence of any agreements or restrictions restricting the right of Sellers contained to sell, transfer or otherwise dispose of the Purchased Interests other than those identified in this AgreementSection 3.5.4 of the Disclosure Schedule; or (v) the existence of any subscriptions, options, warrants, conversion rights, preemptive rights or other rights (contractual or otherwise) or agreements of any kind for the purchase or acquisition from Sellers, or any other Person of any of the Purchased Interests other than those identified in Section 3.5.4 of the Disclosure Schedule; (c) any breach failure by any of Sellers to perform or observe, or to have performed or observed, in full, any covenant covenant, agreement or agreement condition to be performed or observed by any of the Companies contained in them under this Agreement relating to the period prior to the Closingor under any certificates or other documents or agreements executed by any Seller in connection with this Agreement; (d) liabilities operation of SDC on or before the Closing Date or any Company resulting from liability or arising out obligation of Sellers not included in the Purchased Interests except for the GECC Lien, the Permitted Liens, and any immaterial obligations incurred in ordinary course of business as of the conduct time of closing which would be consistent with Purchaser's obtaining the Business prior to the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance Sheet;Assets and Properties "as is." (e) any claim payments owing to GECC by Sellers or SDC arising prior to Closing that was not reflected in the determination of the Closing Payment or in the Estimated Adjustment Statement or Final Adjustment Statement including, without limitation, any expense reimbursement or other payment obligations that SDC or Sellers may have to GECC under any Contract arising out of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating related to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement; (f) the Excluded PPA, including fees and expenses of attorneysthe Xxxxx Litigation, accountants, financial advisors and broker fees;the SPPC Litigation or the Nevada Well Bond; STEAMBOAT II & III SALE AND PURCHASE AGREEMENT (g) any Release of Hazardous Materials on or about the Taxes Real Property before the Closing Date by Sellers, SDC or any Sellers' Steamboat Affiliates in violation of any of the Companies for any taxable period or portion thereof ending on or prior to the Closing Date;Environmental Laws; and (h) any action, suit, proceedingloss, claim, demandliability, assessment expense, or judgment incident other damage attributable to all Taxes (or the non-payment thereof) of Sellers and SDC for all Taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any Straddle Period. 11.1.2. Notwithstanding anything herein to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item of any of the Companiescontrary, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers no indemnification shall be obligated available to indemnify Buyer Indemnitee under this Section 11.2 only in the event -38- that 11.1.1 hereof unless the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer Damages that would otherwise be entitled subject to indemnification thereunder,shall exceedwith respect to such Claim and all prior Claims exceeds Two Hundred Thousand Dollars ($200,000) (such amount, in the aggregate, $50,000"THRESHOLD AMOUNT"), in which event Buyer case the Indemnitee shall be entitled to recover all such Losses receive the full amount of Damages (including such $50,000200,000). Notwithstanding the foregoing, there shall be no Threshold Amount for any Claim or Loss described in Section 11.1.1(b), (e) and (f) or for any Claim or Loss arising out of or relating to Sections 3.7 or 3.18. 11.1.3. Notwithstanding anything herein to the contrary, the maximum aggregate liability of Sellers to Indemnitees under this Agreement shall not exceed the Purchase Price; provided, that the limitation contained in this clause shall not apply to Damages arising from any fraud of Sellers.

Indemnification by Sellers. From Sellers shall, jointly and after the Closingseverally, Sellers shall indemnify Buyer and hold harmless Purchaser and each of its affiliatesSubsidiaries and Affiliates, officersand each of their respective direct and indirect parent companies, managers, partners, members, managers, officers and directors, employees and other Representatives (individually "Purchaser Indemnitee" or collectively, stockholders the “Purchaser Indemnitees”) from and agents (the "Buyer Indemnified Parties") against and hold them harmless from any liability, claim, damage, Tax or expense (including reasonable legal fees and expenses) ("Losses") suffered or all Damages incurred by any Buyer Indemnified Party as a result of, such Purchaser arising from or relating to the followingfrom: (a) any breach failure by any Seller or Company to perform any of any representation its covenants or warranty of Sellers other obligations contained in this Agreement or any certificate delivered pursuant heretoAgreement; (b) any breach of any covenant representation or agreement warranty (A) made by any Seller in Article IV or (B) made by Company in Article III or any inaccuracy in or breach of Sellers contained in any certificate or instrument delivered on behalf of any Seller or Company pursuant to this Agreement; (c) any breach of any covenant Recoupment Claim, Fraud Claim or agreement of Professional Malpractice Claim or negligence claim that is not expressly disclosed in the Companies contained in schedules to this Agreement relating as to the period prior to the Closing;any Seller; and (d) liabilities any liability for Taxes of Company, including but not limited to: (a) any loss attributable to any breach of or inaccuracy in any representation or warranty by any Seller or Company made in this Agreement; (b) any loss attributable to any breach or violation of, or failure of any Seller or Company resulting from to fully perform any covenant, agreement, undertaking, or arising out obligation in this Agreement; (c) all Taxes (or the non-payment thereof) of the conduct Company or relating to the Business for all Pre-Closing Tax Periods including the portion of a Straddle Period ending on the Closing Date; (d) any and all Taxes of any member of an affiliated, consolidated, combined, or unitary group of which the Company (or any predecessor of the Business Company) is or was a member on or prior to the ClosingClosing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date; in each of the above cases, together with any out-of-pocket fees and expenses (including without limitation attorneys' and accountants' fees) incurred in connection therewith. Sellers shall reimburse Purchaser for any claim listed on Schedule 5.20Taxes of the Company that are the responsibility of Sellers pursuant to this Section 8.2 within ten (10) Business Days after payment of such Taxes by Purchaser or Company. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date, the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be: (a) in the case of Taxes based upon or related to income or receipts deemed equal to the extent such liabilities are not reflected amount which would be payable if the taxable year ended with the Closing Date; and (b) in the Most Recent Balance Sheet;case of other Taxes (such as property Taxes), deemed to be the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period. (e) any claim arising out failure by Company to perform any of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment covenants or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closingobligations contained in this Agreement; (f) expenses any breach of either Seller any representation or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated warranty made by Company in this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) any actual or alleged violation by Company, Sellers or any employee or agent of Company or Sellers of the provisions of the Florida Patient Self-Referral Act or Florida Statutes Section 456.052; (h) any Recoupment Claim, Fraud Claim or Professional Malpractice Claim as to Company for any act or omission occurring on or before the Closing Date; (i) any liability for Taxes of any of Company or that is imposed with respect to Company or its assets or operations to the Companies for extent such Taxes relate to any taxable period (or portion thereof thereof) ending on or before the Closing Date; (j) any liability for insurance audit, insurance claw-back, or governmental audit of the Company; and (k) any other claim or cause of action by any Governmental Authority or other Person that in any way relates to Company's existence or Business as conducted on or prior to the Closing Date; (h) any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000.

Indemnification by Sellers. From (a) Subject to the other terms and after conditions of this Article XI and Section 13.1, the ClosingSellers jointly and severally agree to defend, Sellers shall indemnify Buyer and its affiliates, officers, directors, employees , stockholders and agents (the "Buyer Indemnified Parties") against and hold them harmless each Buyer Group Member from and against any liability, claim, damage, Tax or expense (including reasonable legal fees and expenses) ("Losses") suffered or all Losses and Expenses incurred by any such Buyer Indemnified Party Group Member (whether or not such Losses and Expenses involve a Third Person Claim (as a result of, defined below)) in connection with or arising from or relating to the followingfrom: (aA) any breach of any warranty or the inaccuracy of any representation of a Seller contained or referred to in this Agreement as of the date hereof and as if such representation or warranty was made on and as of the Closing (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date), or (B) any inaccuracy in any certificate delivered by or on behalf of Sellers pursuant hereto (in each case, for purposes of determining the amount of any Loss, without giving effect to any materiality, Material Adverse Effect or similar qualifications limiting the scope of such representation, warranty or certification); (ii) any breach by the Sellers’ Representative of any of its covenants or agreements or any failure of the Sellers’ Representative to perform any of its obligations contained or referred to in this Agreement. (iii) any Transaction Expenses in excess of the Closing Date Transaction Expenses as set forth in the Accounting Report; (iv) any Indebtedness of the Acquired Companies in the aggregate in excess of the Closing Date Indebtedness as set forth in the Accounting Report; (v) any breach by either Seller of any of its covenants or agreements, or any failure of a Seller to perform any of its obligations, in this Agreement or the Non-Competition Agreement; (vi) the Restructuring and any certificate delivered Liabilities resulting from the Restructuring; or (vii) the matters described on Schedule 11.1(a)(vi); provided, however, that: (A) each Seller shall not be required to defend, indemnify and hold harmless under clause (i) of this Section 11.1(a) with respect to Losses and Expenses incurred by Buyer Group Members (other than Losses and Expenses incurred with respect to inaccuracies of the representations and warranties contained in Sections 5.1(a), (c) — (e), 5.2(a), 5.6(e)(i), the last sentence of 5.7, 5.13 and 5.23 (collectively, the “Sellers’ Fundamental Representations”), as to which this proviso shall have no effect) until the aggregate amount of such Losses and Expenses subject to indemnification by Sellers exceeds $3,000,000 (the “Basket”); provided, however, that once the amount of the Basket is exceeded, each Seller shall defend, indemnify and hold harmless the Buyer Group Members from the aggregate amount of all Losses and Expenses otherwise recoverable under this Article XI, irrespective of the Basket; provided further, no Seller shall be liable for any individual Loss or Expense (or series of related Losses or Expenses) otherwise recoverable under Section 11.1(a)(i) which does not exceed $25,000 (which Loss or Expense shall not be counted towards the other limits in this subclause (A) and the following subclause (B)); and (B) in no event shall the aggregate amount required to be paid by Sellers pursuant hereto;to Section 11.1(a)(i) exceed $40,000,000 (other than Losses and Expenses incurred with respect to inaccuracies of the Sellers’ Fundamental Representations, which Losses and Expenses shall be limited to the Purchase Price). (b) The indemnification provided for in Section 11.1(a)(i) shall terminate when the applicable representation or warranty terminates in accordance with Section 13.1 (and no claims shall be made by any breach Buyer Group Member under Section 11.1(a)(i) thereafter), except that the indemnification by Sellers shall continue as to: (i) the Sellers’ Fundamental Representations, as to which such representations and warranties shall expire on the date that is 60 days after the lapse of the longest applicable statute of limitations, including any covenant or agreement extensions thereof (which, for the avoidance of doubt, includes all statutes of limitations applicable to the underlying claim); (ii) the representations and warranties of the Sellers contained in this Agreement;Section 5.6 shall expire on the date that is 60 days after the lapse of the longest applicable statute of limitations, including any extensions thereof (which, for the avoidance of doubt, includes all statutes of limitations applicable to the underlying claim); and (ciii) any breach Loss or Expense of which any covenant or agreement Buyer Group Member has notified Sellers in accordance with the requirements of the Companies contained in this Agreement relating to the period prior to the Closing; (d) liabilities of any Company resulting from or arising out of the conduct of the Business prior to the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance Sheet; (e) any claim arising out of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period or portion thereof ending Section 11.3 on or prior to the Closing Date; (h) any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred date such indemnification obligation would otherwise terminate in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply accordance with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer11.1, as to which the obligation of Sellers shall continue until the liability of Sellers shall have been determined pursuant to this Article XI, and , if applicable, Sellers shall have reimbursed all Buyer would Group Members for the full amount of such Loss and Expense in accordance with this Article XI. The indemnification provided for in this Section 11.1 other than Section 11.1(a)(i) shall survive indefinitely, except as otherwise provided in Section 13.1. For the avoidance of doubt, the parties hereto hereby agree and acknowledge that the survival periods set forth in this Section 11.1(b) and in Section 13.1 are contractual statutes of limitations and any claim brought by any party pursuant to this Article XI must be entitled brought or filed prior to the expiration of the applicable survival period. (c) Except for any payment required by Section 3.4(b), the Buyer Group Members shall first look to satisfy the amount of any indemnification thereunder,shall exceed, obligation provided for in this Section 11.1 from the Escrow Funds then remaining in the aggregateEscrow Account (and held by the Escrow Agent in accordance with Section 3.7 and the Escrow Agreement) and not subject to any Pending Claims. If any such Escrow Funds, $50,000excluding any portion thereof subject to a Pending Claim, are insufficient to satisfy in which event Buyer full any such indemnification obligation, then, subject to any applicable limitations set forth in this Article XI, Buyers shall be entitled to recover all proceed against the applicable Sellers to satisfy the remainder of such Losses including such $50,000indemnification obligation.

Indemnification by Sellers. From Subject to Sections 6.1 and after 6.2, the Closing-------------------------- Sellers agree to, Sellers and shall indemnify Buyer Purchaser, the Acquisition Sub and its affiliates, their subsidiaries and the Surviving Corporation and their respective officers, directors, employees employees, stockholders shareholders, representatives and agents (and hold each of them harmless at all times after the "Buyer Indemnified Parties") date of this Agreement, against and hold them harmless from in respect of any and all damage, loss, deficiency, liability, claimobligation, damagecommitment, Tax cost or expense (including reasonable legal the fees and expensesexpenses of counsel) ("Losses") suffered resulting from, or incurred by any Buyer Indemnified Party as a result in respect of, arising from or relating to any of the following: (a) any Any misrepresentation, breach of warranty, or non-fulfillment of any representation obligation on the part of the Corporation, or warranty of the Sellers under this Agreement, any document relating hereto or thereto or contained in any exhibit to this Agreement or from any certificate delivered pursuant hereto;misrepresentation in or omission from any certificate, schedule, other agreement or instrument by the Sellers or the Corporation hereunder. (b) any breach Any and all liabilities of the Corporation of any covenant nature whether accrued, absolute, contingent or agreement otherwise, and whether known or unknown, existing at the Closing Date to the extent not reflected and reserved against in the financial statements of Sellers contained the Corporation, including, without limitation: (i) All liability of the Corporation for Taxes, but excluding any Taxes for which there is an adequate accrual and reserve on the Financial Statements of the Corporation and any Tax liability of the Corporation arising in connection with the transactions contemplated hereby. For purposes of this Agreementclause (i), any Taxes attributable to the operations of the Corporation payable as a result of an audit of any Tax Return shall be deemed to have accrued in the period to which Taxes relate or otherwise are allocable; (ii) All products liability Claims arising against or involving the Corporation or concerning any product manufactured, shipped, sold or delivered by or on behalf of the Corporation; and (iii) All environmental liability relating to the Corporation's properties, including federal, state and local environmental liability, together with any interest or penalties thereon or related thereto, through the Closing Date, but excluding any amount for which there is an adequate accrual and reserve on the Financial Statements of the Corporation. (c) any breach Any failure of any covenant or agreement of the Companies contained in this Agreement relating Seller to have good, valid and marketable title to the period prior to the Closing;issued and outstanding Shares held by such Seller, free and clear of all Liens. (d) liabilities Any Claim by a shareholder or former shareholder of the Corporation or any other Person seeking to assert: (i) ownership or rights to ownership of any Company resulting from or arising out shares of capital stock of the conduct Corporation; (ii) any rights of a shareholder (other than the Business prior right to receive the ClosingMerger Consideration in accordance with the terms of this Agreement), including without limitation any claim listed on Schedule 5.20Option, preemptive rights or rights to receive notice or to vote; (iii) any rights under the extent such liabilities are not reflected in Corporation's charter, bylaws or other constituent documents; or (iv) any Claim that his shares of capital stock were improperly repurchased by the Most Recent Balance Sheet;Corporation. (e) any claim All demands, assessments, judgments, costs and reasonable legal and other expenses arising out of any breach from, or violation or alleged breach or violation of any Environmentalin connection with, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller or any Company, other than Transaction Expenses, relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) the Taxes of any of the Companies for any taxable period or portion thereof ending on or prior to the Closing Date; (h) any action, suit, proceeding, claim, demand, assessment proceeding or judgment Claim incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000foregoing.

Indemnification by Sellers. From Subject to the provisions of Sections 10.3 and after 10.5 hereof and Section 9 hereof, Sellers will indemnify and hold harmless each Buyer Party (whether or not such Buyer Party owns any Common Stock of the Company), pro rata in proportion to the number of shares of Common Stock sold by each Seller at the Closing, Sellers shall indemnify Buyer in respect of any and its affiliates, officers, directors, employees , stockholders and agents (the "Buyer Indemnified Parties") against and hold them harmless from any liability, claim, damage, Tax or expense (including reasonable legal fees and expenses) ("Losses") suffered or incurred by any Buyer Indemnified Party as a result of, arising all Damages resulting from or relating to each of the following: (a) any breach by Sellers of any representation representation, warranty, covenant or warranty of agreement made by Sellers contained in this Agreement, or in any certificate delivered by Sellers in connection with this Agreement or the failure by Sellers to meet any certificate delivered pursuant heretocondition in Section 7 hereof; (b) any breach liability related to any Employee Benefit Plan or Pension Plan, or ERISA-related matters or the severance of any covenant or agreement employees of Sellers contained in this Agreementthe Company before the Closing; (c) any breach of any covenant or agreement of the Companies contained in this Agreement employment (including the initial hiring and all terms, conditions, and events relating to the period prior ongoing employment) or termination of employment (including constructive termination) by Sellers or the Company of any individual (including without limitation any current or former employee of the Company) attributable to any action or inaction occurring before the Closing; (d) liabilities of any Company resulting from claim by any current or arising out former employee of the conduct Company for any type of the Business prior to the Closingbenefits under any Law, including without limitation any claim listed workers' compensation, unemployment, temporary disability, and social security, that is based on Schedule 5.20, to employment by the extent such liabilities are not reflected in Company before the Most Recent Balance SheetClosing; (e) any claim arising out Liability of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any the Company or its predecessors, which breach or violation occurred or allegedly occurred incurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior Closing which was not disclosed to the Closing;Buyer pursuant to Section 3 hereof if such disclosure was required to be disclosed pursuant thereto; and (f) expenses any Liability of either Seller the Company for Taxes or any Company, other than Transaction Expenses, relating Environmental Claims related to the consummation of period before the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees;Closing. (g) any sums paid by the Taxes Company, Buyer or A&T in excess of any $100 per person to obtain releases of the Companies for any taxable period or portion thereof ending on or prior claims related to the Closing Date; (h) any actionCompany's 47 57 1996 Stock-Based Compensation Plan or the entitlement to stock options under said plan, suit, proceeding, claim, demand, assessment an employment agreement or judgment incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other expense (including any amounts imposed as a result of the application of Section 481 of the Code) resulting from any change in accounting method or any change in the accounting treatment of any item of any of the Companies, from the method or treatment used by such Company for taxable periods beginning prior to the Closing Date, which change Buyer deems necessary or appropriate, in Buyer's sole discretion, to comply with applicable Tax law. Sellers shall be obligated to indemnify Buyer under this Section 11.2 only in the event -38- that the aggregate amount of any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the aggregate, $50,000, in which event Buyer shall be entitled to recover all such Losses including such $50,000otherwise.