Common use of Indemnification by Sellers Clause in Contracts

Indemnification by Sellers. Subject to the limitations set forth in this Article VII, from and after the Closing Date, Sellers (based upon their Pro Rata Proportionate Share of the Purchase Price) shall severally (and not jointly and severally) indemnify Purchaser (subject to Section 7.04(g) below) and its Affiliates (including after Closing the Company) and its and their Representatives, successors and assigns (each a, “Purchaser Party” and collectively, the “Purchaser Parties”) from and against any Damages that any Purchaser Party incurs as a result of: (a) any breach of or inaccuracy in any representation or warranty contained in Article IV (in each case, without regard and without giving effect to any “material”, “materiality” or “Company Material Adverse Effect” or similar standard or qualification contained therein (as if such standard or qualification were deleted from such representation or warranty)); (b) any breach or nonperformance by Sellers or Gaiam Travel Parent of a covenant contained in this Agreement; (c) any (i) Indebtedness of the Company as of Closing (other than (x) as set forth on the Interim Balance Sheet or Schedule 7.01(c) or (y) Indebtedness under any Contract that is a Financial Derivative/Hedging Arrangement set forth on Section 4.10(a)(ii) of the Disclosure Schedule as in effect as of the date hereof (which shall be deemed to include Indebtedness incurred under any such Contract between March 31, 2016 and Closing due to adverse changes in market prices underlying such Contract during such time)) or (ii) Company Transaction Expenses to the extent not paid or satisfied in full by Sellers (other than by the Company) prior to Closing or pursuant to Section 3.02(a)(i); or (d) any Company Subsidiary Liability or any Stockholder Payment.

Indemnification by Sellers. Subject to the limitations set forth in this Article VII, from and after the Closing Date, Sellers (based upon their Pro Rata Proportionate Share of the Purchase Pricea) Each Seller shall severally (and not jointly and severally) severally indemnify Purchaser (subject to Section 7.04(g) below) Acquiror and its Affiliates subsidiaries (including after Closing the Company) and its and their Representatives, successors and assigns (each a, “Purchaser Party” and collectively, the “Purchaser Acquiror Indemnified Parties”) against and hold them harmless from any loss, liability, claim, damage or expense including legal fees and against any Damages that any Purchaser expenses (collectively, “Losses”) suffered or incurred by such Acquiror Indemnified Party incurs as a result arising from, relating to or otherwise in respect of: (ai) any breach of or inaccuracy in any representation or warranty of Sellers contained in Article IV (this Agreement or certificate delivered by or on behalf of Sellers pursuant thereto, in each case, without regard and without giving effect case other than with respect to any “material”, “materiality” or “Company Material Adverse Effect” or similar standard or qualification contained therein Section 2.07 (as if such standard or qualification were deleted from such but only excluding Section 2.07 to the extent a breach of the applicable representation or warrantywarranty would give rise to an indemnification claim pursuant to Section 7.01(a)(iii) or Section 7.01(a)(iv)); (bii) any breach or nonperformance by of any covenant of Sellers or Gaiam Travel Parent of a covenant contained in this AgreementAgreement and any liability (whether known, unknown, accrued, unaccrued, contingent, matured or unmatured) of Kos Investments and Kos Holdings in existence at the Closing Date other than any item that would give rise to an indemnification claim pursuant to Section 7.01(a)(iii) or Section 7.01(a)(iv) and liability that is discharged in connection with the Closing; (ciii) all liability for Taxes of Kos Investments and Kos Holdings allocable to the Preclosing Period as determined under Section 7.03(b); and (iv) all liability for the Preclosing Periods (as a result of Treasury Regulation § 1.1502-6(a), by contract or otherwise) for Taxes of any (i) Indebtedness of the Company as of Closing entity or person (other than Kos Investments and Kos Holdings) which is or has ever been affiliated with Kos Investments or Kos Holdings if such Tax arises as a result of such affiliation. (xb) as set forth on the Interim Balance Sheet or Schedule 7.01(c) or (y) Indebtedness under any Contract that is a Financial Derivative/Hedging Arrangement set forth on Section 4.10(a)(ii) of the Disclosure Schedule as in effect as of the date hereof (which In no event shall Acquiror be deemed to include Indebtedness incurred under any such Contract between March 31, 2016 and Closing due to adverse changes in market prices underlying such Contract during such time)) or (ii) Company Transaction Expenses indemnified to the extent of any liabilities taken into account in the calculation of the Closing Payment. The indemnification provided in this Article VII shall be the sole and exclusive remedy of Acquiror against Sellers for monetary relief under this Agreement or in respect of the transactions contemplated hereby. Each party hereto agrees that the previous sentence shall not paid limit or satisfied in full by Sellers (other than by otherwise affect any non-monetary right or remedy which any party may have under this Agreement or otherwise limit or affect any party’s right to seek equitable relief, including the Company) prior to Closing or pursuant to Section 3.02(a)(i); or (d) any Company Subsidiary Liability or any Stockholder Paymentremedy of specific performance.

Indemnification by Sellers. Subject to the limitations set forth in this Article VII(1) Sellers shall, from and after the Closing Date, Sellers (based upon their Pro Rata Proportionate Share of the Purchase Price) shall severally (and not jointly and severally) indemnify Purchaser (subject to Section 7.04(g) below) , indemnify, defend, protect and its Affiliates (including after Closing hold harmless REI, R-CUBE, each of the Company) and its and REI Subsidiaries, each of their Representatives, respective successors and assigns and each of their respective directors, officers, employees, agents and affiliates (each aan "REI Indemnified Party"), “Purchaser Party” against all losses, claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and collectivelyexpenses (including specifically, the “Purchaser Parties”but without limitation, reasonable attorneys' fees and expenses of investigation ("Losses")) based upon, resulting from and against any Damages that any Purchaser Party incurs as a result of: or arising out of (ai) any inaccuracy or breach of or inaccuracy in any representation or warranty of R-CUBE or Sellers contained in Article IV (or made in each case, without regard and without giving effect to any “material”, “materiality” or “Company Material Adverse Effect” or similar standard or qualification contained therein (as if such standard or qualification were deleted from such representation or warranty)); (b) any breach or nonperformance by Sellers or Gaiam Travel Parent of a covenant contained in connection with this Agreement; (c) any (i) Indebtedness of the Company as of Closing (other than (x) as set forth on the Interim Balance Sheet or Schedule 7.01(c) or (y) Indebtedness under any Contract that is a Financial Derivative/Hedging Arrangement set forth on Section 4.10(a)(ii) of the Disclosure Schedule as in effect as of the date hereof (which shall be deemed to include Indebtedness incurred under any such Contract between March 31, 2016 and Closing due to adverse changes in market prices underlying such Contract during such time)) or (ii) Company Transaction Expenses the breach by R-CUBE or Sellers of, or the failure by R-CUBE or Sellers to observe, any of their respective covenants or other agreements contained in or made in connection with this Agreement. The indemnification provided for in this Section 7.1 shall terminate twelve months after the Closing Date (and no claims shall be made by REI under this Section 7.1 thereafter); provided, however, that Sellers shall indemnify REI for any and all Taxes incurred by or attributable to R-CUBE prior to the extent Closing, and the indemnification period relating to any Taxes shall terminate on the tenth day after the expiration of the applicable period of limitations on assessments and collections applicable to such taxes under the Internal Revenue Code of 1986. (2) Notwithstanding the foregoing, the aggregate amount to be paid by Seller under Section 7.1(a) shall not paid or satisfied in full by Sellers (other than by exceed 50% of the Company) prior to Closing or Purchase Price as adjusted pursuant to Section 3.02(a)(i); or 1.3 and net of any insurance proceeds received by REI, and Seller shall not be required to indemnify, defend, protect and hold harmless an REI Indemnified Party pursuant to Section 7.1(a) for Losses incurred by an REI Indemnified Party with respect to any inaccuracy or breach of any representation or warranty of R-CUBE or Sellers contained in Section 2 of this Agreement or the Other Agreements unless and until the aggregate amount of such Losses exceeds $25,000, at which time the REI Indemnified Parties shall be entitled to indemnification hereunder with respect to all such aggregate amount of Losses (dincluding the first $25,000 of Losses) and any Company Subsidiary Liability Losses incurred or any Stockholder Paymentsuffered by them thereafter.

Indemnification by Sellers. Subject (a) The Sellers shall indemnify and hold harmless each Purchaser, any company nominated by the relevant Purchaser pursuant to the limitations set forth in this Article VII, from Section 1.1(d) and after the Closing Date, Sellers (based upon their Pro Rata Proportionate Share each member of the Purchase Price) shall severally (and not jointly and severally) indemnify Purchaser (subject to Section 7.04(g) below) and its Affiliates (including after Closing the Company) and its and their Representatives, successors and assigns (each a, “Purchaser Party” and collectively, the “Purchaser Parties”) Group from and against any Damages liabilities, damages (including lost profits, but excluding any unreasonably remote lost profits or any other indirect consequential damages, such as lost profits or other consequential damages which are determined on the basis of earnings projections or price-earnings ratios for any Divisions,) and reasonable costs and expenses (collectively the "LOSSES"), free of and without any rights of counterclaim or set-off and without deduction or withholding on any grounds whatsoever, save to the extent that they relate to matters expressly provided for in this Article 8 in respect of the determination of Losses or the procedure for claiming such Losses, asserted against, suffered or incurred by any Purchaser, any company nominated by a relevant Purchaser Party incurs as pursuant to Section 1.1(d) or any member of the Group which arises out of a result of:breach of any representation, warranty, covenant or agreement of the Sellers or any of them contained in this Agreement. The Sellers shall not be liable for any Losses to the extent that such Losses are reflected in any adjustment of the purchase price under Article 2. (ab) The Sellers shall only be liable for any Losses (arising from a breach of or inaccuracy in any representation or and warranty contained in Article IV 5 or of any covenant contained in Section 7.1 or Tax Losses (arising under Section 9.5 (a) (iii)), if (i) any such Losses or Tax Losses with respect to an individual matter exceed an amount of $ 200,000 for Losses under Article 5 (other than in respect of Section 5.18 in respect of the period since the Effective Date) or $ 100,000 for Losses under Section 5.18 in respect of the period since the Effective Date or under Section 7.1 or Tax Losses under Section 9.5 (a) (iii) (provided that in each casesuch case for this purpose, without regard Losses or Tax Losses arising out of similar or related circumstances shall be aggregated) in which case the whole of (and without giving effect to any “material”, “materiality” not merely the excess over) $ 200,000 or “Company Material Adverse Effect” or similar standard or qualification contained therein $ 100,000 (as if such standard or qualification were deleted the case may be) shall be recoverable and (ii) to the extent that the aggregate of all Losses (other than those where liability is excluded as referred to in (i) above) arising from such representation or warranty)); a breach of the representations and warranties contained in Article 5 and all Tax Losses arising under Section 9.5 (a) 89 89 (iii) exceed $ 20,000,000. Section 8.1 (b) any (ii) shall not apply to the Sellers' liability arising from a breach of the representations and warranties in Section 5.18 in respect of the period on or nonperformance by Sellers or Gaiam Travel Parent of a covenant contained in this Agreement;after the Effective Date. (c) If any (i) Indebtedness Tax Losses under any of the Company as of Closing (indemnities contained in Article 9 other than Section 9.5 (xa) as set forth on (iii) arise from any Tax audit or other Tax related proceedings, the Interim Balance Sheet or Schedule 7.01(c) or Sellers shall only be liable for such Tax Losses if they exceed in each case $ 100,000 (y) Indebtedness under any Contract that is a Financial Derivative/Hedging Arrangement set forth on Section 4.10(a)(ii) of in which case the Disclosure Schedule as in effect as of the date hereof (which entire amount shall be deemed recoverable), provided, however, that the Sellers shall only be entitled to include Indebtedness incurred under apply this threshold to five such Tax audits or Tax related proceedings. This paragraph (c) shall not apply to Tax Losses with respect to any such Contract between March 31Tax payable in Germany, 2016 and Closing due to adverse changes the United Kingdom or the United States of America, in market prices underlying such Contract during such time)) or (ii) Company Transaction Expenses to the extent not paid or satisfied in full by Sellers (other than by the Company) prior to Closing or pursuant to Section 3.02(a)(i); or (d) any Company Subsidiary Liability or any Stockholder Paymentrespect of which no threshold for claims shall apply.

Indemnification by Sellers. Subject to the limitations set forth provisions of Sections 9.1, 10.3, and 10.4 hereof, the Sellers shall indemnify and hold harmless Buyer and Buyer Subsidiary for (a) any and all monetary damages, charges, losses, deficiencies, liabilities, obligations, costs, fees, and 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, "Damages") resulting from or relating to any breach by the Sellers of any representation, warranty, covenant, or agreement made by the Sellers in this Article VIIAgreement, from (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 after (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, Sellers (based upon their Pro Rata Proportionate Share or that ends on, as of the Purchase Price) shall severally (and not jointly and severally) indemnify Purchaser (subject to Section 7.04(g) below) and its Affiliates (including after Closing the Company) and its and their Representatives, successors and assigns (each a, “Purchaser Party” and collectively, the “Purchaser Parties”) from and against any Damages that any Purchaser Party incurs as a result of: (a) any breach close of or inaccuracy in any representation or warranty contained in Article IV before the Closing Date (in each caseincluding, without regard limitation, any Taxes for which CNL would be liable pursuant to the provisions of Treasury Regulation Section 1.1502-6), and without giving effect to any “material”, “materiality” or “Company Material Adverse Effect” or similar standard or qualification contained therein (as if such standard or qualification were deleted from such representation or warranty)); (b) any breach or nonperformance by Sellers or Gaiam Travel Parent of a covenant contained in this Agreement; (c) any Direct Economic Loss (ias defined below) Indebtedness suffered by Buyer as a result of the Company rejection by Charter or ILIC of a recommendation of Buyer or Buyer Subsidiary, as of Closing the case may be (other than (x) as set forth on the Interim Balance Sheet or Schedule 7.01(c) or (y) Indebtedness under any Contract that is a Financial Derivative/Hedging Arrangement set forth on Section 4.10(a)(ii"Recommendation"), pursuant to Article II(D) of the Disclosure Schedule as in effect as Charter Coinsurance Agreement, Article II(D) of the date hereof (which shall be deemed to include Indebtedness incurred under any such Contract between March 31, 2016 and Closing due to adverse changes in market prices underlying such Contract during such timeILIC Coinsurance Agreement or Article II(D)) or (ii) Company Transaction Expenses to the extent not paid or satisfied in full by Sellers (other than by the Company) prior to Closing or pursuant to Section 3.02(a)(i); or (d) any Company Subsidiary Liability or any Stockholder Payment.

Indemnification by Sellers. Subject (a) Each Seller, severally but not jointly, shall indemnify and hold harmless any Purchaser Group Member from and against and shall pay to the limitations set forth relevant Purchaser Group Member the amount of any and all Damages incurred by such Purchaser Group Member arising directly or indirectly from or in connection with any breach of any representation or warranty of such Seller contained in Article II (including, without limitation, in any certificate provided in this Article VIIAgreement). (b) Each Seller (it being understood that for the purpose of this Section 9.2(b), "Sellers" shall be defined as Steven Santo, Camelot 27, LLC, Jeffrey Kirby, John Waters, Kevin McKamey anx Xxxxxxx Xxiation, LLC (providxx, xxxxxxx, in xxx xxxxx of xxx xxxxxxxxion of Andiamo Aviation then from the shares payable to Alfred Rapetti), jointly and severally, shall indemnify and hold harmless exxx Xxxxxxxxx Group Member from and after against any and all Damages incurred by such Purchaser Group Member arising directly or indirectly from or in connection with: (i) any breach or failure by any Seller to perform any of their respective covenants or other obligations contained in this Agreement (including, without limitation, in any certificate provided in this Agreement); (ii) any breach of any representation or warranty of any Seller contained in Article III of this Agreement (including, without limitation, in any certificate provided in this Agreement); and (iii) (x) any and all Taxes imposed upon or assessed against the Company or any Subsidiary as a result of being a member of any affiliated, consolidated, combined or unitary group or on account of transferee or secondary liability for Taxes, in either case for taxable periods or portions thereof ending on or before the Closing Date; (y) any and all Taxes of the Company or any Subsidiary for taxable periods or portions thereof ending on or before the Closing Date, Sellers to the extent that such Taxes exceed Taxes which are included as current liabilities (based excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) in the Company Audited Financial Statements; and (z) any all Taxes imposed upon or assessed against Purchaser, the Company or any Subsidiary or their Pro Rata Proportionate Share respective assets as a result of the transfer of the Purchase Price) shall severally (and not jointly and severally) indemnify Purchaser (subject to Section 7.04(g) below) and its Affiliates (including after Closing the Company) and its and their Representatives, successors and assigns (each a, “Purchaser Party” and collectively, the “Purchaser Parties”) from and against any Damages that any Purchaser Party incurs as a result of: (a) any breach of or inaccuracy in any representation or warranty contained in Article IV (in each case, without regard and without giving effect to any “material”, “materiality” or “Company Material Adverse Effect” or similar standard or qualification contained therein (as if such standard or qualification were deleted from such representation or warranty)); (b) any breach or nonperformance by Sellers or Gaiam Travel Parent of a covenant contained in this Agreement; (c) any (i) Indebtedness of the Company as of Closing (other than (x) as set forth on the Interim Balance Sheet or Schedule 7.01(c) or (y) Indebtedness under any Contract that is a Financial Derivative/Hedging Arrangement set forth on Section 4.10(a)(ii) of the Disclosure Schedule as in effect as of the date hereof (which shall be deemed to include Indebtedness incurred under any such Contract between March 31, 2016 and Closing due to adverse changes in market prices underlying such Contract during such time)) or (ii) Company Transaction Expenses to the extent not paid or satisfied in full by Sellers (other than by the Company) prior to Closing or pursuant to Section 3.02(a)(i); or (d) any Company Subsidiary Liability or any Stockholder PaymentShares.

Indemnification by Sellers. Subject to the limitations set forth in this Article VII, from and after the Closing DateEffective upon Closing, Sellers (based upon their Pro Rata Proportionate Share of the Purchase Price) shall severally (defend, indemnify and not jointly and severally) indemnify Purchaser (subject to Section 7.04(g) below) hold harmless Buyer and its Affiliates (including after Closing the Company) Affiliates, and all of its and their Representativesrespective directors, successors managers, officers, employees, partners, members, contractors, agents, and assigns representatives (each a, “Purchaser Party” and collectively, the “Purchaser PartiesBuyer Indemnitees”) from and against any Damages that any Purchaser Party incurs and all (a) Losses incurred by a Buyer Indemnitee as a result of: of or arising out of (ai) any inaccuracy in or breach of any of the representations or inaccuracy warranties of Sellers contained in this Agreement (other than any representations or warranties contained in ARTICLE VI), any Transaction Document, or in any representation certificate delivered by or warranty contained on behalf of Sellers hereunder or thereunder, (ii) any Claim by any Employee for compensation and benefits owing to such Employee for periods prior to the Effective Time; (iii) any obligations arising from, related to, or in Article IV settlement of, the obligations of the Company or any of the Entities under Section 2.6 of that certain Purchase and Sale Agreement, dated January 4, 2012, by and among the Company, Costar GP, Costar LP, Gas Solutions GP LLC, and Gas Solutions LP, LLC; and (in each caseiv) any obligations relating to, without regard or arising from, the Xxxxxx; and without giving effect to any “material”, “materiality” or “Company Material Adverse Effect” or similar standard or qualification contained therein (as if such standard or qualification were deleted from such representation or warranty)); (b) any breach or nonperformance capital expenditures required to be made in order to complete the construction of, and place into service, facilities which are sufficient on a commercially reasonable basis to provide the services specifically contemplated by Sellers or Gaiam Travel Parent of a covenant contained in this Agreement; (c) any (i) Indebtedness of the Company as of Closing (other than (x) as descriptions set forth on Schedule 1.1(b) (the Interim Balance Sheet or Schedule 7.01(c) or (y) Indebtedness under any Contract that is a Financial Derivative/Hedging Arrangement “Actual Aggregate Capital Expenditures”), but only to the extent such aggregate required capital expenditures set forth in the CapEx Calculation, when added to the total amount of capital expenditures spent by the Company and the Entities on the projects set forth on Section 4.10(a)(iiSchedule 1.1(b) of prior to the Disclosure Execution Date, are greater than the “Aggregate Approved Capital Expenditures” amount reflected on Schedule as in effect as of the date hereof (which 1.1(b). In no event shall be deemed Sellers have any obligation to include Indebtedness incurred under provide indemnification for any such Contract between March 31, 2016 and Closing due to adverse changes in market prices underlying such Contract during such time)) or (ii) Company Transaction Expenses matters to the extent not paid included in the computation of the Final Surplus or satisfied in full by Sellers (other than by the Company) prior to Closing or pursuant to Section 3.02(a)(i); or (d) any Company Subsidiary Liability or any Stockholder PaymentFinal Deficiency.

Indemnification by Sellers. (a) Subject to the limitations set forth in this Article VIISections 9.9, 11.1 and 11.4(a) hereof, each Seller hereby agrees to indemnify and hold Purchaser and its directors, officers, employees, Affiliates, agents, successors and permitted assigns harmless from and after against: (i) any and all losses, liabilities, obligations, damages, costs and expenses (individually, a “Loss” and, collectively, “Losses”) actually suffered by Purchaser prior to the first anniversary of the Closing Date, Sellers (based upon their Pro Rata Proportionate Share of upon, attributable to or resulting from the Purchase Price) shall severally (and not jointly and severally) indemnify Purchaser (subject to Section 7.04(g) below) and its Affiliates (including after Closing the Company) and its and their Representatives, successors and assigns (each a, “Purchaser Party” and collectively, the “Purchaser Parties”) from and against any Damages that any Purchaser Party incurs as a result of: (a) any breach of any representation or inaccuracy warranty of such Seller set forth in Article V hereof, or any representation or warranty contained in Article IV (in each case, without regard and without giving effect any certificate delivered by or on behalf of Seller Representative pursuant to any “material”, “materiality” or “Company Material Adverse Effect” or similar standard or qualification contained therein (as if such standard or qualification were deleted from such representation or warranty)); (b) any breach or nonperformance by Sellers or Gaiam Travel Parent of a covenant contained in this Agreement; (cii) any (i) Indebtedness and all Losses actually suffered by Purchaser prior to the first anniversary of the Closing Date, based upon, attributable to or resulting from the breach of any covenant or other agreement on the part of such Seller under this Agreement; (iii) any and all Losses (but not for costs or expenses) actually suffered by Purchaser prior to the first anniversary of the Closing Date, resulting from any and all litigation against the Company as in connection with any Legal Proceeding relating to the ABN Portfolio set forth on Schedule 11.2(a)(iii) (collectively, the “ABN Litigation”) in an amount equal to 50% (fifty percent) of Closing such cumulative Losses actually suffered by Purchaser resulting from all ABN Litigation to the extent such Losses are in excess of R$100,000 (such indemnified amount, “ABN Cumulative Losses”); and (iv) any and all assessments, costs, penalties and expenses, including attorneys’ and other professionals’ fees and disbursements (collectively, “Expenses”) incident to the foregoing except any Expenses incident or related to Section 11.2(a)(iii). (b) Purchaser acknowledges and agrees that, other than with respect to Section 11.2(a)(iii), Sellers shall not have any liability under any provision of this Agreement for any Loss to the extent that such Loss relates to action taken by Purchaser or any other Person (other than a Seller in breach of this Agreement) after the Closing Date. Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Loss upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach or Legal Proceeding which gives rise to the Loss. (xc) as Notwithstanding anything herein to the contrary, any Person making an Indemnification Claim must give notice to the indemnifying party of any such Indemnification Claim in writing in reasonable detail prior to the expiration of the first anniversary of the Closing Date. Any Indemnification Claim not made on or prior to that date will be irrevocably and unconditionally released and waived. Purchaser acknowledges and agrees that Sellers shall not have any liability under any provision of this Agreement, and shall have no obligation to indemnify Purchaser, for Loss resulting from Legal Proceedings which are not set forth on the Interim Balance Sheet or Schedule 7.01(c) or (y) Indebtedness under any Contract that is a Financial Derivative/Hedging Arrangement set forth on Section 4.10(a)(ii) of the Disclosure Schedule as in effect as of the date hereof (which shall be deemed to include Indebtedness incurred under any such Contract between March 31, 2016 and Closing due to adverse changes in market prices underlying such Contract during such time11.2(a)(iii)) or (ii) Company Transaction Expenses to the extent not paid or satisfied in full by Sellers (other than by the Company) prior to Closing or pursuant to Section 3.02(a)(i); or. (d) No representation or warranty of a Seller contained herein shall be deemed untrue or incorrect, and such Seller shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any Company Subsidiary Liability fact, circumstance or any Stockholder Paymentevent of which (a) is disclosed in response to another representation or warranty contained in this Agreement or (b) Purchaser is aware as of the Closing Date.

Indemnification by Sellers. Subject to the limitations set forth in this Article VII, from From and after the Closing DateClosing, Sellers (based upon their Pro Rata Proportionate Share of shall be liable for and shall pay, and shall indemnify, defend and hold harmless Purchaser and the Purchase Price) shall severally Company (and not jointly each of their respective members, officers and severallyemployees) indemnify Purchaser (subject to Section 7.04(g) below) and its Affiliates (including after Closing the Company) and its and their Representatives, successors and assigns (each a, “Purchaser Party” and collectively, the “Purchaser PartiesIndemnitees”) against, any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) (collectively, the “Damages”) sustained by a Purchaser Indemnitee, in excess of insurance proceeds actually received by the Purchaser Indemnitee and other amounts actually received by the Purchaser Indemnitee from and against Seller or third parties in partial or complete settlement or satisfaction of such Damages, resulting from or in connection with any Damages claim, action, suit, proceeding or demand by a person or entity that any is not a Purchaser Party incurs as a result of: (a) any breach of or inaccuracy in any representation or warranty contained in Article IV (in each case, without regard and without giving effect to any “material”, “materiality” or “Company Material Adverse Effect” or similar standard or qualification contained therein (as if such standard or qualification were deleted from such representation or warranty)); (b) any breach or nonperformance by Sellers or Gaiam Travel Parent of a covenant contained in this Agreement; (c) any Indemnitee (i) Indebtedness relating to liabilities or obligations for which the Company has any liability or obligation after the Closing Date that are not expressly contemplated by this Agreement to continue as obligations of the Company as of Closing (other than (x) as set forth on after the Interim Balance Sheet or Schedule 7.01(c) or (y) Indebtedness under any Contract that is a Financial Derivative/Hedging Arrangement set forth on Section 4.10(a)(ii) of the Disclosure Schedule as in effect as of the date hereof (which shall be deemed to include Indebtedness incurred under any such Contract between March 31, 2016 and Closing due to adverse changes in market prices underlying such Contract during such time)) Closing; or (ii) arising from the operation of the business of the Company Transaction Expenses prior to the Closing Date. Notwithstanding any provision of this Article to the contrary, except to the extent not paid expressly covered by any representation, warranty or satisfied in full covenant made by Sellers in Sections 4.1 and 4.2, in no event shall the obligations of Seller or Parent in this Section 4.6 apply to, nor shall any Purchaser Indemnitee be entitled to indemnification under this Section 4.6 for, any claims, damages, liabilities, costs and expenses relating to or associated with the condition or use of the Real Property or the Tangible Personal Property, including (other than by without limitation) the Companyhabitability, merchantability, fitness for a particular purpose, title, zoning, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, or the compliance with governmental laws as the foregoing relate to the Real Property and the Tangible Personal Property. The provisions of this Section 4.6 shall survive for a period of five (5) prior years after Closing, unless notice setting forth a specific claim for Damages for which any Purchaser Indemnitee is entitled to Closing indemnification hereunder shall be given to Sellers or pursuant Sellers otherwise shall obtain actual knowledge of any such Damages within that period, in which case the provisions of this Section 4.6 shall survive as to such Damages until the same are finally and fully resolved; provided, however, that the provisions of this Section 3.02(a)(i); or 4.6 shall survive indefinitely (dsubject to any applicable statute of limitations) as to any Company Subsidiary Liability or Damages for which any Stockholder PaymentPurchaser Indemnitee is entitled to indemnification hereunder related to Taxes.

Indemnification by Sellers. (a) Subject to the limitations set forth in this provisions of Sections 6.1(b) and Article VIIVII below, from and after the Closing DateSellers, Sellers (based upon their Pro Rata Proportionate Share of the Purchase Price) shall severally (and not jointly and severally) , shall indemnify Purchaser (subject to Section 7.04(g) below) and its Affiliates (including after Closing the Company) Affiliates, and its each of their respective stockholders, officers, directors, employees, representatives and their Representatives, successors and assigns (each aeach, a “Purchaser Party” Indemnitee”) against, and collectivelyhold each Purchaser Indemnitee harmless from, and shall pay and reimburse each of them for, any and all loss, damage, liability, payment, and obligation, and all reasonable expenses, including, without limitation, reasonable legal fees and expenses (collectively “Losses”) incurred, suffered, sustained or required to be paid, directly or indirectly, by, or sought to be imposed upon, any Purchaser Indemnitee resulting from, related to or arising out of (i) any Excluded Asset or Excluded Liability, (ii) any inaccuracy in or breach of any of the representations or warranties made by the Company or any Seller in or pursuant to this Agreement, the “Purchaser Parties”Disclosure Schedules, the certificate delivered pursuant to Section 5.2(f) from and against or any Damages that any Purchaser Party incurs as a result of: Ancillary Agreement, (aiii) any breach of any covenant or agreement by the Company or any Seller contained in this Agreement or any Ancillary Agreement, (iv) any of Sellers’ Transaction Expenses remaining unpaid after the Closing, regardless of when incurred, but only to the extent any such expenses are not taken into account in determining the Actual Working Capital, and (v) any amount of Debt of the Company and its Subsidiaries that was actually outstanding as of the Closing Date (including any interest, penalties, charges or other fees accrued thereon) but in excess of the amount reflected in the Funds Flow Memorandum. (b) No Purchaser Indemnitee shall be entitled to indemnification pursuant to Section 6.1(a)(ii) until such time as the Losses of all Purchaser Indemnitees pursuant to Section 6.1(a)(ii) exceed one-half of one percent (0.5%) of the Purchase Price (the “Sellers’ Basket”) in the aggregate; provided that all claims by Purchaser Indemnitees for indemnification pursuant to Section 6.1(a)(ii) shall accrue in the aggregate until the Losses of all Purchaser Indemnitees pursuant to Section 6.1(a)(ii) exceed the Sellers’ Basket, and thereupon Sellers shall jointly and severally be required to pay all such Losses in excess of the Sellers’ Basket. In no event shall Sellers’ indemnification obligations pursuant to Section 6.1(a)(ii) exceed ten percent (10%) of the Purchase Price (the “Sellers’ Cap”); provided, however, that, notwithstanding anything else to the contrary contained in this Agreement, neither the Sellers’ Basket nor the Sellers’ Cap shall apply to Losses resulting from (i) inaccuracies or breaches of any of the Fundamental Representations, (ii) Excluded Liabilities, or (iii) fraud or intentional misrepresentation. (c) In no event shall Sellers’ indemnification obligations pursuant to Section 6.1 exceed the Purchase Price. (d) For purposes of this Article VI, Losses arising from any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in Article IV (in each case, without regard and without giving effect or otherwise applicable to any “material”, “materiality” or “Company Material Adverse Effect” or similar standard or qualification contained therein (as if such standard or qualification were deleted from such representation or warranty)); (b) , and without regard to any breach or nonperformance by Sellers or Gaiam Travel Parent of a covenant particular dollar thresholds contained in this Agreement; (c) any (i) Indebtedness of the Company as of Closing (other than (x) as set forth on the Interim Balance Sheet or Schedule 7.01(c) otherwise applicable to such representation or (y) Indebtedness under any Contract that is a Financial Derivative/Hedging Arrangement set forth on Section 4.10(a)(ii) of the Disclosure Schedule as in effect as of the date hereof (which shall be deemed to include Indebtedness incurred under any such Contract between March 31, 2016 and Closing due to adverse changes in market prices underlying such Contract during such time)) or (ii) Company Transaction Expenses to the extent not paid or satisfied in full by Sellers (other than by the Company) prior to Closing or pursuant to Section 3.02(a)(i); or (d) any Company Subsidiary Liability or any Stockholder Paymentwarranty.

Indemnification by Sellers. Subject to Section 9.1, each Seller agrees, severally and not jointly, to indemnify, defend and hold Buyer, its Subsidiaries, its Affiliates and its and their respective officers, directors and employees harmless from any and all Indemnifiable Damages which any of them may suffer or incur by reason of: (i) the limitations set forth breach or failure to perform by such Seller or GSHS of the covenants or agreements made by such Seller or GSHS in this Article VIIAgreement to be performed at or prior to the Closing and, in the case of Sections 6.4, 6.7, 6.11 and 6.12, to be performed in whole or in part after the Closing; (ii) from and after the Closing Date, Sellers Closing: (based upon their Pro Rata Proportionate Share of A) the Purchase Price) shall severally (and not jointly and severally) indemnify Purchaser (subject to Section 7.04(g) below) and its Affiliates (including after Closing the Company) and its and their Representatives, successors and assigns (each a, “Purchaser Party” and collectively, the “Purchaser Parties”) from and against any Damages that any Purchaser Party incurs as a result of: (a) any breach of or inaccuracy in any representation of the representations and warranties of GSHS or warranty contained in Article IV (in each case, without regard and without giving effect to any “material”, “materiality” or “Company Material Adverse Effect” or similar standard or qualification contained therein (as if such standard or qualification were deleted from such representation or warranty)); (b) any breach or nonperformance by Sellers or Gaiam Travel Parent of a covenant Seller contained in this Agreement; ; or (cB) any misrepresentation contained in any statement or certificate furnished by GSHS or such Seller to Buyer pursuant to this Agreement; (iiii) Indebtedness for a period of five years after the Closing, any and all malpractice or professional liability claims against GSHS or a Subsidiary where the occurrence giving rise to such claim preceded or occurred on the Closing Date (provided, however, that the indemnification obligation of each Seller under this clause (iii) is expressly conditioned on the maintaining by GSHS continuously for a period of five years after the Closing Date of malpractice and professional liability insurance for occurrences through the Closing Date in amounts and on terms that are consistent with and comparable to the malpractice and professional liability policy or policies of GSHS in effect on the date of this Agreement); or (iv) the asset transfer provisions set forth in Section 2.1.1 of the Company Operating Agreement, dated May 1, 1992, by and between GSHS and Community Mutual Life Insurance Company, to the extent such section is deemed to be applicable to the assets of any Person other than GSHS and its Subsidiaries existing prior to the Closing; and (v) any obligation of GSHS and its Subsidiaries to Blue Cross and Blue Shield of Maryland, Inc. under Section 7.13 of the Stock Purchase Agreement, dated as of Closing (other than (x) as set forth March 19, 1993, by and among VI, HCSC, GS Holding, Inc. and Blue Cross and Blue Shield of Maryland, Inc. in excess of the amount accrued specifically for such liability on the Interim Balance Sheet or Schedule 7.01(c) or (y) Indebtedness under any Contract that is a Financial Derivative/Hedging Arrangement set forth on Section 4.10(a)(ii) books and records of the Disclosure Schedule as in effect GSHS as of the date hereof (which shall be deemed to include Indebtedness incurred under any such Contract between March 31, 2016 and Closing due to adverse changes in market prices underlying such Contract during such time)) or (ii) Company Transaction Expenses to the extent not paid or satisfied in full by Sellers (other than by the Company) prior to Closing or pursuant to Section 3.02(a)(i); or (d) any Company Subsidiary Liability or any Stockholder PaymentBalance Sheet Date.

Indemnification by Sellers. (a) Subject to Section 11.5, Sellers, jointly and severally, hereby agree to indemnify and hold Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the limitations “Purchaser Indemnified Parties”) harmless from and against any and all Damages to the extent based upon or resulting from (i) any breach of, or inaccuracy in, any representation or warranty made by Sellers in this Agreement or in any document, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Sellers; (iii) any accounts receivable set forth in this Article VII, from and on the Closing Balance Sheet which are not fully collected within one (1) year after the Closing Date, Sellers (based upon their Pro Rata Proportionate Share net of the Purchase Price) shall severally (and not jointly and severally) indemnify Purchaser (subject to Section 7.04(g) below) and its Affiliates (including after Closing the Company) and its and their Representatives, successors and assigns (each a, “Purchaser Party” and collectively, the “Purchaser Parties”) from and against any Damages that any Purchaser Party incurs as a result of: (a) any breach of applicable reserve for returns or inaccuracy in any representation or warranty contained in Article IV (in each case, without regard and without giving effect to any “material”, “materiality” or “Company Material Adverse Effect” or similar standard or qualification contained therein (as if such standard or qualification were deleted from such representation or warranty))doubtful accounts reflected thereon; (biv) any breach Excluded Liability; (v) any pending litigation as of the Effective Time related to the Business, the Purchased Assets, the Assumed Liabilities, or nonperformance the Subsidiaries, including, without limitation, the litigation set forth on Schedule 6.17; (vi) any noncompliance by any of the Subsidiaries to be in good standing at any time on or prior to the Effective Time and any actions necessary to remedy such noncompliance and cause such Subsidiaries to return to good standing; (vii) any noncompliance by Sellers or Gaiam Travel Parent any of a covenant contained in this Agreementtheir respective Affiliates with the provisions of any so called “bulk transfer” Law or “bulk sales” Law of California, Florida, Massachusetts, New York or Texas; (cviii) any claim based on Sellers’ failure to pay fees or amounts due to any financial advisor or broker; (iix) Indebtedness any claim by any Employee of a Subsidiary that such Employee is entitled to stock options of Parent or any of its Affiliates, such indemnity to survive for one (1) year after the Company as of Closing (other than Effective Time; or (x) as set forth any claim relating to the presence of asbestos or related substances on the Interim Balance Sheet Property, in each case at any time on or Schedule 7.01(c) or prior to the Effective Time. In the event that Sellers may be obligated to indemnify Purchaser Indemnified Parties under both subsections (y) Indebtedness under any Contract that is a Financial Derivative/Hedging Arrangement set forth on Section 4.10(a)(ii) of the Disclosure Schedule as in effect as of the date hereof (which shall be deemed to include Indebtedness incurred under any such Contract between March 31, 2016 and Closing due to adverse changes in market prices underlying such Contract during such time)i) or (ii) Company Transaction Expenses to and any of subsections (iii)-(viii) of this Section 11.2, Sellers’ obligations under any of subsections (iii)-(viii) shall be controlling and the extent limitations provided in Sections 11.1 and 11.5 shall not paid or satisfied in full by Sellers (other than by the Company) prior to Closing or pursuant to Section 3.02(a)(i); orapply. (db) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Company Subsidiary Liability Damages upon becoming aware of any event which would reasonably be expected to, or any Stockholder Paymentdoes, give rise thereto.

Indemnification by Sellers. Subject to the limitations set forth in remaining provisions of this Article VIIX, each Seller shall, severally and not jointly, indemnify, defend and hold Purchaser and its officers, directors, employees, agents, advisers, representatives and Affiliates (collectively, the “Purchaser Indemnitees”) harmless from and after the Closing Date, Sellers (based upon their Pro Rata Proportionate Share of Date for the Purchase Price) shall severally (and not jointly and severally) indemnify Purchaser (subject to period set forth in Section 7.04(g) below) and its Affiliates 10.1 (including after Closing the Company) and its and their Representatives, successors and assigns (each a, “Purchaser Party” and collectively, the “Purchaser Parties”any extension thereof as expressly provided for in such Section) from and against such Seller’s Pro Rata Share of any Damages that any incurred or suffered by the Purchaser Party incurs as a result of: Indemnitees to the extent resulting or arising from: (a) any breach of or inaccuracy in any representation of the representations and warranties made herein by such Seller (for this purpose disregarding any qualification or warranty contained in Article IV (in each case, without regard and without giving effect limitation as to any “material”, “materiality” materiality or “Company a Material Adverse Effect” or similar standard or qualification contained therein (as if such standard or qualification were deleted from such representation or warranty)); , (b) any breach of any covenant or nonperformance by Sellers or Gaiam Travel Parent agreement of a covenant contained in this Agreement; such Seller made herein, (c) any (i) Indebtedness Taxes as provided in Section 6.7 of the Company as of Closing (other than (x) as set forth on the Interim Balance Sheet or Schedule 7.01(c) or (y) Indebtedness under any Contract that is a Financial Derivative/Hedging Arrangement set forth on Section 4.10(a)(ii) of the Disclosure Schedule as in effect as of the date hereof (which shall be deemed to include Indebtedness incurred under any such Contract between March 31this Agreement, 2016 and Closing due to adverse changes in market prices underlying such Contract during such time)) or (ii) Company Transaction Expenses to the extent such Taxes have not paid been accrued or satisfied otherwise reserved for on the Closing Balance Sheet and included in full by the calculation of the Closing Working Capital provided that, in each case, it is the intent of the parties that all of the provisions of this Agreement shall be interpreted to avoid requiring the Sellers to pay (other than by or suffer a reduction in the CompanyPurchase Price) prior twice for the same liability, including with respect to Closing or any liability that was deducted from the Purchase Price pursuant to Section 3.02(a)(i); or 2.3 hereof, (d) the Xxxxx Street Lease, (e) any and all obligations under the Trinity Lease related to the period on or prior to the Closing Date, (f) the complaint filed by A.D. Vallet and Company, LLC with the Securities and Exchange Commission and any and all future claims relating to actions identified in, or resulting from, such complaint, and (g) Taxes relating to the distribution to Sellers of the shares of Blue Frog Solutions, Inc. and Aspire Financial Services, LLC pursuant to Section 5.2(ii) of this Agreement. Notwithstanding the foregoing, or the provisions of Section 6.7, Sellers shall not be liable to indemnify any Purchaser Indemnitees against Damages pursuant to [****], unless and until the aggregate amount of such Damages exceeds $[****] and then only to the extent of such excess. Except as described in the final sentence of this Section 10.2, the maximum liability of all Sellers to the Purchaser Indemnitees for Damages pursuant to [****] shall not exceed $[****] in the aggregate or, as to an individual Seller, such Seller’s Pro Rata Share of Damages. A Seller’s “Pro Rata Share” of Damages shall be equal to the amount of such Damages multiplied by a fraction, the numerator of which is the number of shares of Company Subsidiary Liability or Common Stock transferred by such Seller to Purchaser at Closing and the denominator of which is the total number of shares of Company Common Stock transferred by all Sellers to Purchaser at Closing. The maximum liability for the several obligations of each Specified Seller under Section 7.9 shall not exceed the amount of gross proceeds payable to such Specified Seller under this Agreement for all Company Common Stock transferred by such Seller at the Closing. Notwithstanding any Stockholder Paymentprovision of this Agreement to the contrary, the obligations of Bluff Point under Section 7.10 shall not be subject to the dollar limitations set forth above.

Indemnification by Sellers. Subject (a) Sellers agrees to indemnify Purchaser, the limitations set forth in this Article VIICompany and their respective directors, officers, affiliates and controlling persons (collectively, the "PURCHASER INDEMNIFIED PARTIES") against and hold Purchaser Indemnified Parties harmless from and in respect of any and all Losses which may arise out of, be based upon, be incurred by virtue of or result from (i) the breach of any of the representations and warranties contained in Section 2.1 for which Sellers shall be liable after the Closing Date, Sellers (based upon their Pro Rata Proportionate Share of the Purchase Price) shall severally (and not jointly and severally) indemnify Purchaser (subject Date pursuant to Section 7.04(g6.1 or (ii) belowthe claim(s) made in the legal proceeding listed as item(s) __ on SCHEDULE 2.1(k). For purposes of determining Sellers' indemnification obligation for breaches of 50 representations and its Affiliates (including after Closing the Company) and its and their Representatives, successors and assigns (each a, “Purchaser Party” and collectivelywarranties, the “Purchaser Parties”) from representations and against any Damages that any Purchaser Party incurs as a result of: (a) any breach of or inaccuracy in any representation or warranty contained in Article IV (in each case, warranties which are qualified by Material Adverse Effect shall be deemed to be made without regard and without giving effect to any “material”, “materiality” or “Company qualification for Material Adverse Effect” , PROVIDED that Purchaser may not seek indemnification from Sellers under such representations and warranties unless there exist breaches of such representations and warranties that, individually or similar standard or qualification contained therein (as if such standard or qualification were deleted from such representation or warranty));in the aggregate, would have a Material Adverse Effect. (b) Sellers agree to indemnify Purchaser Indemnified Parties and hold Purchaser Indemnified Parties harmless from and in respect of any breach and all Losses (including, without limitation, removal costs, remediation costs, fines, penalties, punitive damages, expenses of investigation, ongoing monitoring, administrative actions and expenses, claims (including, without limitation, tort and personal injury claims) suits, encumbrances, and liens) of any kind or nonperformance by Sellers of any nature whatsoever directly or Gaiam Travel Parent indirectly based upon, arising out of, resulting from or relating to: (i) the presence of a covenant contained or any activity involving any Hazardous Substance on, in, under or otherwise related to or in connection with: (A) the properties known as Garden State Plaza located at Paramus, New Jersey, the Bay Fair Mall located at San Leandro, California, the Vallco Fashion Park located at Cupertino, California, Universal Mall located at Warren Michigan or the Westside Pavilion Mall (collectively, the "FORMERLY OWNED PROPERTIES"), or (B) the operation or business of the Formerly Owned Properties; or (ii) the operation or violation or liability under of any applicable Environmental Law related to or in connection with the Formerly Owned Properties or the operation or business of the Formerly Owned Properties. Sellers' obligations under this Agreement;subsection 6.3(b) shall survive forever. (c) Sellers agree to indemnify Purchaser Indemnified Parties against and hold Purchaser Indemnified Parties harmless from and in respect of any and all Losses (iincluding, without limitation, fines, penalties, punitive damages and expenses of investigation) Indebtedness of the Company as of Closing (other than (x) as set forth on the Interim Balance Sheet directly or Schedule 7.01(c) indirectly based upon, arising out of, resulting from or (y) Indebtedness under any Contract that is a Financial Derivative/Hedging Arrangement set forth on Section 4.10(a)(ii) of the Disclosure Schedule as relating to those certain matters described in effect as of the date hereof (which shall be deemed to include Indebtedness incurred under any such Contract between March 31, 2016 and Closing due to adverse changes in market prices underlying such Contract during such timeSCHEDULE 6.3(c)) or (ii) Company Transaction Expenses to the extent not paid or satisfied in full by Sellers (other than by the Company) prior to Closing or pursuant to Section 3.02(a)(i); or (d) any Company Subsidiary Liability or any Stockholder Payment.

Indemnification by Sellers. Subject (a) From and after the Closing, each Seller shall indemnify and hold harmless Purchaser, its affiliates (including the Company and the Company Subsidiaries) and each of their respective officers, directors, employees, stockholders, agents, attorneys, accountants, representatives, successors and permitted assigns (“Purchaser’s Indemnified Persons”) from and against, and shall reimburse Purchaser and Purchaser’s Indemnified Persons for, any and all Losses incurred, suffered by or asserted against Purchaser or the Purchaser’s Indemnified Persons, to the limitations extent directly or indirectly arising out of or resulting from: (i) any misrepresentation in or breach or inaccuracy of (A) such Seller’s Seller Fundamental Representations; (B) Company Fundamental Representations or (C) the other representations and warranties set forth in this Article VII, from and after the Closing Date, Sellers (based upon their Pro Rata Proportionate Share of the Purchase Price) shall severally (and not jointly and severally) indemnify Purchaser (subject to Section 7.04(g) below) and its Affiliates (including after Closing the Company) and its and their Representatives, successors and assigns (each a, “Purchaser Party” and collectively, the “Purchaser Parties”) from and against Agreement or any Damages that any Purchaser Party incurs as a result of: (a) any breach of or inaccuracy in any representation or warranty contained in Article IV (in each case, without regard and without giving effect to any “material”, “materiality” or “Company Material Adverse Effect” or similar standard or qualification contained therein (as if such standard or qualification were deleted from such representation or warranty))Ancillary Document; (bii) any breach or nonperformance nonfulfillment of any covenant, agreement or other obligation of such Seller set forth in this Agreement or any Ancillary Document which by Sellers its terms contemplates performance after Closing; (iii) any breach or Gaiam Travel Parent nonfulfillment of a covenant contained any covenant, agreement or other obligation of the Company set forth in Sections 5.01 or 6.10 of this Agreement; (civ) all Pre-Closing Taxes with respect to any Straddle Period (excluding all Losses in respect of Taxes arising from transactions that occur (or are deemed to occur) on the Closing Date after the Closing); (v) any indirect rate adjustments, disallowed costs or withholdings made by the relevant contracting officer based upon the findings and opinions issued by the Defense Contract Audit Agency (i“DCAA”) Indebtedness or another Government Entity with respect to any costs incurred during pre-Closing performance under any Government Contract; provided that Member Representative shall retain the right to manage and defend any and all audits and other proceedings in respect of such costs. (b) The obligation to provide indemnification under Section 9.01(a), other than with respect to Sections 9.01(a)(i)(A) and 9.01(a)(ii), shall be pro rata in accordance with each Seller’s share of the Company as Purchase Price (such that the total amount of Closing (other than (x) as set forth on the Interim Balance Sheet or Schedule 7.01(c) or (y) Indebtedness under any Contract that such indemnity is a Financial Derivative/Hedging Arrangement set forth on Section 4.10(a)(ii) equal to 100% of the Disclosure Schedule as applicable Losses). The obligation to provide indemnification in effect as the case of the date hereof (which Sections 9.01(a)(i)(A) and 9.01(a)(ii) shall be deemed to include Indebtedness incurred under any such Contract between March 31, 2016 and Closing due to adverse changes in market prices underlying such Contract during such time)) or (ii) Company Transaction Expenses to the extent not paid or satisfied in full by Sellers (other than borne solely by the Company) prior applicable Seller to Closing whom such representation or obligation, as applicable, relates. Each Seller’s obligation to provide indemnification pursuant to this Section 3.02(a)(i); or (d9.01(a) any Company Subsidiary Liability or any Stockholder Paymentshall be several and not joint.

Indemnification by Sellers. Subject (a) From and after the Closing Date and subject to the provisions of this Article IX (including the limitations set forth in this Article VII, from and after the Closing DateSection 9.04), Sellers (based upon their Pro Rata Proportionate Share of the Purchase Price) shall severally (agree to indemnify, hold harmless and not jointly and severally) indemnify defend each Purchaser (subject to Section 7.04(g) below) and its Affiliates (including after Closing the Company) and its and their Representatives, successors and assigns (each a, “Purchaser Party” and collectively, the “Purchaser Parties”) Indemnified Party from and against any Damages that any Purchaser Party incurs as a result ofand all claims and/or Liabilities, damages, penalties, Judgments, assessments, losses, costs and expenses (including reasonable attorneys' fees but excluding lost profits or other consequential damages of the Indemnified Party) (collectively, "Damages") arising out of or relating to: (ai) any material inaccuracy or breach of or inaccuracy in any representation or warranty contained in Article IV (in each case, without regard and without giving effect to any “material”, “materiality” or “Company Material Adverse Effect” or similar standard or qualification contained therein (as if such standard or qualification were deleted from such representation or warranty)); (b) any breach or nonperformance by of Sellers or Gaiam Travel Parent of a covenant contained in this Agreement; (ii) any material breach of any covenant or agreement of Sellers contained in this Agreement; or (iii) any employee benefit plan, program, policy or arrangement (other than an Employee Plan) which any ERISA Affiliate (other than the Company or any of its Subsidiaries) maintains, administers, contributes to or is required to contribute to prior to the Closing Date or which any ERISA Affiliate (other than the Company or any of its Subsidiaries) maintained, administered, contributed to or was required to contribute to prior to the Closing Date. provided that Sellers shall have an obligation to indemnify any Purchaser Indemnified Party for Damages pursuant to this Section 9.01 only to the extent that such Damages are in excess of (x) any amounts recovered by any Purchaser Indemnified Party pursuant to any contract to which any Purchaser Indemnified Party is a party or has assumed pursuant to this Agreement or (y) amounts recoverable by counterclaim or otherwise from any third party based on any claims any Purchaser Indemnified Party has against any such third party that reduces the Damages that would otherwise be sustained (in each case net of the costs of recovery thereof); and, provided, further, that all Damages shall be reduced by the amount of any related net income tax benefits to any Purchaser Indemnified Party. (b) From and after the Closing Date and subject to the provisions of this Article IX, Sellers agree to indemnify, hold harmless and defend each Purchaser Indemnified Party from and against any and all Damages arising out of or relating to any Liability of any of the Company and its Subsidiaries (x) for any Taxes of the Company and its Subsidiaries with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable before and ending on the Closing Date) to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the Closing Balance Sheet, and (y) for the unpaid Taxes of any Person (other than any of the Company and its Subsidiaries) for the taxable periods referred to in clause (x) under Reg. sec. 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (c) any From and after the Closing Date and subject to the provisions of this Article IX, Sellers agree to indemnify, hold harmless and defend each Purchaser Indemnified Party from and against 50% of all Damages resulting from termination or amendments of the Company's severance practice described on Schedule 6.05(a) of the Disclosure Memorandum resulting in a reduction of benefits under the Company's severance practice described on Schedule 6.05(a) of the Disclosure Memorandum following the date that is six months after the Closing Date (i) Indebtedness which Damages relate to individuals who were employees of the Company as of the Closing (other than (x) as set forth on Date), provided that the Interim Balance Sheet or Schedule 7.01(c) or (y) Indebtedness under $2 million liability reserve for severance costs in excess of Purchaser's two weeks' severance practice included in the calculation of Closing Equity must be exhausted before any Contract that is a Financial Derivative/Hedging Arrangement set forth on Section 4.10(a)(ii) of the Disclosure Schedule as in effect as of the date hereof (which amounts shall be deemed to include Indebtedness incurred under any such Contract between March 31, 2016 and Closing become due to adverse changes in market prices underlying such Contract during such time)) or (ii) Company Transaction Expenses to the extent not paid or satisfied in full by from Sellers (other than by the Company) prior to Closing or pursuant to this Section 3.02(a)(i); or9.01(c) and Sellers shall only be responsible to indemnify, hold harmless and defend the Purchaser Indemnified Parties from and against 50% of such Damages in excess of such reserve. (d) any Company Subsidiary Liability or any Stockholder PaymentFrom and after the Closing Date, the right to indemnification provided for in this Section 9.01 shall be the exclusive remedy of all Purchaser Indemnified Parties (except for Purchaser's rights under Section 2.05 of this Agreement) with respect to the transactions contemplated under this Agreement.

Indemnification by Sellers. Subject Sellers agree to the limitations set forth in this Article VII, from and after the Closing Date, Sellers (based upon their Pro Rata Proportionate Share of the Purchase Price) shall severally (and not jointly and severally) severally indemnify and hold harmless Purchaser (subject to Section 7.04(g) below) and its Affiliates (including after Closing the Company) and its officers, managers, members, agents, employees, Affiliates, and their Representativesrepresentatives, successors successors, and assigns (each a, “Purchaser Party” and collectively, the “Purchaser Parties”) from and against any Damages that and all liabilities, losses, claims, costs, and damages (“Loss”) and reasonable attorneys’ and accountants’ fees and expenses, court costs, and all other reasonable expenses, including expenses of investigation (“Expense”) suffered or incurred by any Purchaser Party incurs as a result ofof them in connection with or arising from: (ai) any breach by any Seller of any warranty or the inaccuracy of any representation of any Seller contained in this Agreement or in any representation agreement or warranty contained in Article IV instrument contemplated by this Agreement (in each case, without regard and without giving effect including any Schedule or Exhibit to any “material”, “materiality” or “Company Material Adverse Effect” or similar standard or qualification contained therein (as if such standard or qualification were deleted from such representation or warranty)this Agreement); (bii) any breach by any Seller of any of its or nonperformance by Sellers his obligations or Gaiam Travel Parent of a covenant covenants contained in this Agreement or in any agreement or instrument contemplated by this Agreement (including any Schedule or Exhibit to this Agreement), other than a breach relating to Section 7.1(i); (ciii) any (i) Indebtedness noncompliance by the Sellers with the requirements of any bulk sales legislation in any jurisdiction where any of the Assets are located with respect to any liabilities of the Company as of Closing (other than (x) as set forth on that are not included in the Interim Balance Sheet or Schedule 7.01(c) or (y) Indebtedness under any Contract that is a Financial Derivative/Hedging Arrangement set forth on Section 4.10(a)(ii) of the Disclosure Schedule as in effect as of the date hereof (which shall be deemed to include Indebtedness incurred under any such Contract between March 31, 2016 and Closing due to adverse changes in market prices underlying such Contract during such time)) or (ii) Company Transaction Expenses to the extent not paid or satisfied in full by Sellers (other than by the Company) prior to Closing or pursuant to Section 3.02(a)(i)Assumed Liabilities; or (div) any the Excluded Liabilities; provided, however, that (A) the aggregate liability of Sellers for Loss and Expense with respect to the indemnification described in Section 7.1(i) will not exceed CAD 8,000,000 (the “Amount Limitation”) and (B) Sellers shall be liable for Loss and Expense with respect to indemnification for (I) breach of the representations and warranties set forth in the second sentence of Section 2.21 (Product Warranty) and/or (II) indemnification for the Excluded Liability set forth in Section 1.6(b)(x), in each case relating to warranties given by the Company Subsidiary Liability to its customers in the ordinary course of business only to the extent that the aggregate of such Losses and Expenses exceeds 200% of the allowance for warranty claims included in current liabilities on the Closing Date Balance Sheet. Notwithstanding the foregoing, the Amount Limitation will not apply to the indemnification described in Section 7.1(i) with respect to the representations and warranties of Sellers under Sections 2.1 (Corporate Status; Authorization; Residency; Capitalization) and 2.4 (Good Title; No Liens; Sufficiency of Assets), or any Stockholder Paymentbreach or inaccuracy of any other representation or warranty of the Sellers in this Agreement resulting from fraud or intentional misrepresentation by any Seller. For greater certainty and without limiting the generality of the provisions of Sections 7.1(i) and (ii), the indemnity provided for in Sections 7.1(ii) through (iv) shall extend to any Loss and Expense arising from any act, omission or state of facts that occurred or existed prior to the Closing, and whether or not disclosed in any Schedule to this Agreement.

Indemnification by Sellers. Subject (a) For a period expiring sixty (60) days after the expiration of the applicable statute of limitations period (after giving effect to any waivers and extensions thereof), Sellers, on a joint and several basis, shall indemnify Buyer and its Affiliates, representatives, agents, financial advisors, attorneys, other consultants, employees, officers, directors, managers, equityholders, partners, members, controlling persons, Subsidiaries, successors and assigns (collectively, the “Buyer Parties”) and save and hold each of them harmless against, and pay on behalf of or reimburse such Buyer Parties as and when incurred, any Losses that any such Buyer Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of the DISC Liability Matter. (b) In the event that the Assignment Agreement is not executed prior to the limitations set forth in this Article VIIClosing, from and for a period of three (3) years after the Closing Date, Sellers (based upon their Pro Rata Proportionate Share Sellers, on a joint and several basis, shall indemnify the Buyer Parties and save and hold each of the Purchase Price) shall severally (them harmless against, and not jointly pay on behalf of or reimburse such Buyer Parties as and severally) indemnify Purchaser (subject to Section 7.04(g) below) and its Affiliates (including after Closing the Company) and its and their Representativeswhen incurred, successors and assigns (each a, “Purchaser Party” and collectively, the “Purchaser Parties”) from and against any Damages Losses that any Purchaser such Buyer Party incurs may suffer, sustain or become subject to, as a result of: (a) any breach of or inaccuracy in any representation or warranty contained in Article IV (in each case, without regard and without giving effect to any “material”, “materiality” or “Company Material Adverse Effect” or similar standard or qualification contained therein (as if such standard or qualification were deleted from such representation or warrantythe matters described on Schedule 10.07(b)); (b) any breach or nonperformance by Sellers or Gaiam Travel Parent of a covenant contained in this Agreement;. (c) any If following the Closing Date, Buyer wishes to make a claim for indemnity against Sellers pursuant to this Section 10.07 (i) Indebtedness a “Claim”), Buyer shall promptly deliver to the Seller’s Representative written notice of the Company as of Closing (other than (x) as set existence of, and basis for, the Claim, setting forth on the Interim Balance Sheet or Schedule 7.01(c) or (y) Indebtedness under any Contract that is a Financial Derivative/Hedging Arrangement set forth on Section 4.10(a)(ii) reasonable details of the Disclosure Schedule as Claim then known by Xxxxx, and the Seller Representative (on behalf of Sellers) shall promptly, and in effect as any event, within thirty (30) days following the date of the date hereof (which shall be deemed Claim notice, pay the amount of the Claim to include Indebtedness incurred under any such Contract between March 31, 2016 and Closing due Buyer by wire transfer of immediately available funds to adverse changes in market prices underlying such Contract during such time)) one or (ii) Company Transaction Expenses to the extent not paid or satisfied in full more accounts designated by Sellers (other than by the Company) prior to Closing or pursuant to Section 3.02(a)(i); or (d) any Company Subsidiary Liability or any Stockholder PaymentBuyer.

Indemnification by Sellers. Subject to the limitations set forth in other terms and conditions of this Article VIIVIII, Contributing Sellers shall, severally and not jointly, in accordance with their respective Contributing Percentages, indemnify Buyer against, and shall hold Buyer harmless from and after the Closing Dateagainst, Sellers (any and all Losses incurred or sustained by, or imposed upon, Buyer based upon their Pro Rata Proportionate Share of the Purchase Price) shall severally (and not jointly and severally) indemnify Purchaser (subject upon, arising out of, with respect to Section 7.04(g) below) and its Affiliates (including after Closing the Company) and its and their Representatives, successors and assigns (each a, “Purchaser Party” and collectively, the “Purchaser Parties”) from and against any Damages that any Purchaser Party incurs as a result or by reason of: (a) any inaccuracy in or breach of any of the representations or inaccuracy in any representation or warranty warranties of the Company contained in Article IV (in each case, without regard and without giving effect to any “material”, “materiality” or “Company Material Adverse Effect” or similar standard or qualification contained therein (as if such standard or qualification were deleted from such representation or warranty))III of this Agreement; (b) any breach or nonperformance non-fulfillment of any covenant, agreement or obligation to be performed by Sellers or Gaiam Travel Parent of a covenant contained in the Company prior to the Closing pursuant to this Agreement; (c) any (i) Transaction Expenses or Indebtedness of the Company as of and its Subsidiaries that are neither paid off at Closing (other than (x) as set forth on nor otherwise taken into account in the Interim Balance Sheet or Schedule 7.01(c) or (y) Indebtedness under any Contract that is a Financial Derivative/Hedging Arrangement set forth on Section 4.10(a)(ii) calculation of the Disclosure Schedule as in effect as of Net Closing Payment or the date hereof Post-Closing Adjustment pursuant to Section 2.3 and 2.4(b), respectively; (which shall be deemed d) (i) CMZ’s and Buyer’s costs to include Indebtedness incurred under any such Contract between March 31obtain the EIA Amendment and the corresponding Environmental Completion Inspection & Acceptance allowing for the production capacity levels contemplated by the EIA Amendment, 2016 and Closing due to adverse changes in market prices underlying such Contract during such time)) or (ii) Company Transaction Expenses any violations by CMZ of its Approval on Environmental Impact Assessment (as such approval is in effect on the date hereof), including any Losses related to or arising from operating at production capacity levels greater than what is permitted in CMZ’s Approval on Environmental Impact Assessment (as such approval is in effect on the date hereof), including with respect to any closure or temporary shut-down of the facility as may be required by Law and including any such Losses as may arise after Closing, except to the extent not paid such violations or satisfied in full by Sellers (other than failure are caused by the Company) prior failure of Buyer to, or to Closing or pursuant to Section 3.02(a)(i)cause CMZ to, diligently pursue the EIA Amendment; or (de) the matters set forth on (i) Schedule 8.2(e)(i) (the “Specific Indemnity Tax Matters”), and (ii) Schedule 8.2(e)(ii) (together with the Specific Indemnity Tax Matters, the “Specific Indemnity Matters”). (f) compliance with the Property Transfer Act, including compliance with the covenants contemplated by Section 6.17(a), and specifically including any Company Subsidiary Liability or any Stockholder Paymentand all monitoring and remediation costs required in connection therewith.

Indemnification by Sellers. Subject to the limitations set forth in this Article VII(a) Each of Zensun and Xxxxx, from severally but not jointly, shall indemnify and after the Closing Date, Sellers (based upon their Pro Rata Proportionate Share of the Purchase Price) shall severally (and not jointly and severally) indemnify Purchaser (subject to Section 7.04(g) below) hold GMRE and its Affiliates (including after Closing the Company) direct and indirect Subsidiaries, and each of its and their Representativesrespective Affiliates and successors, successors and assigns each of its and their respective stockholders, members, managers, partners, officers, directors, employees and agents (each a, “Purchaser Party” and collectively, the “Purchaser GMRE Indemnified Parties” and each a “GMRE Indemnified Party”) harmless from and against any Damages and all Losses that may be asserted against, or paid, suffered or incurred by any Purchaser GMRE Indemnified Party incurs as a result arising out of: (a) , resulting from, based upon or relating to any inaccuracy in or breach of or inaccuracy in any representation or warranty contained made by Zensun or Xxxxx in Article IV (in each case, without regard and without giving effect to any “material”, “materiality” or “Company Material Adverse Effect” or similar standard or qualification contained therein (as if such standard or qualification were deleted from such representation or warranty));III of this Agreement. (b) Each of Zensun and Xxxxx, severally but not jointly, shall indemnify and hold the GMRE Indemnified Parties harmless from and against any and all Losses that may be asserted against, or paid, suffered or incurred by any GMRE Indemnified Party arising out of, resulting from: (i) any inaccuracy in or breach of any representation or nonperformance warranty made by the Sellers in Article IV of this Agreement; (ii) any Excluded Liability; (iii) any failure by any Seller duly and timely to perform or Gaiam Travel Parent fulfill any of its covenants or agreements required to be performed by it under this Agreement including, but not limited to, each Pre-Closing Transaction, except to the extent that such failure results from any act or omission of GMRE; provided, that, notwithstanding anything to the contrary in this Agreement, a Restricted Party shall be solely liable for a breach caused by such Restricted Party of a covenant contained in this Agreement;Article VI; and (civ) any (i) Indebtedness of act, omission, Loss or other matter for which IAM would be required to provide indemnity to GMRE under the Company as of Closing (other than (x) as set forth on the Interim Balance Sheet or Schedule 7.01(c) or (y) Indebtedness under any Contract that is a Financial Derivative/Hedging Arrangement set forth on Section 4.10(a)(ii) of the Disclosure Schedule Management Agreement as in effect as immediately prior to the Closing (regardless of whether the Management Agreement remains in effect or is amended on or after the Closing, in accordance with the indemnification provisions of the date hereof (which shall be deemed Management Agreement, subject to include Indebtedness incurred under any such Contract between March 31the limitations with respect to survival periods as provided in Section 7.1 of this Agreement), 2016 and Closing due to adverse changes in market prices underlying such Contract during such time)) or (ii) Company Transaction Expenses to the extent not paid such act or satisfied in full by Sellers (other than by omission preceded the Company) prior to Closing or pursuant to Section 3.02(a)(i); or (d) any Company Subsidiary Liability or any Stockholder PaymentClosing.

Indemnification by Sellers. Subject (a) The Sellers shall indemnify and hold harmless each Purchaser, any company nominated by the relevant Purchaser pursuant to the limitations set forth in this Article VII, from Section 1.1(d) and after the Closing Date, Sellers (based upon their Pro Rata Proportionate Share each member of the Purchase Price) shall severally (and not jointly and severally) indemnify Purchaser (subject to Section 7.04(g) below) and its Affiliates (including after Closing the Company) and its and their Representatives, successors and assigns (each a, “Purchaser Party” and collectively, the “Purchaser Parties”) Group from and against any Damages liabilities, damages (including lost profits, but excluding any unreasonably remote lost profits or any other indirect consequential damages, such as lost profits or other consequential damages which are determined on the basis of earnings projections or price-earnings ratios for any Divisions,) and reasonable costs and expenses (collectively the "Losses"), free of and without any rights of counterclaim or set-off and without deduction or withholding on any grounds whatsoever, save to the extent that they relate to matters expressly provided for in this Article 8 in respect of the determination of Losses or the procedure for claiming such Losses, asserted against, suffered or incurred by any Purchaser, any company nominated by a relevant Purchaser Party incurs as pursuant to Section 1.1(d) or any member of the Group which arises out of a result of:breach of any representation, warranty, covenant or agreement of the Sellers or any of them contained in this Agreement. The Sellers shall not be liable for any Losses to the extent that such Losses are reflected in any adjustment of the purchase price under Article 2. (ab) The Sellers shall only be liable for any Losses (arising from a breach of or inaccuracy in any representation or and warranty contained in Article IV 5 or of any covenant contained in Section 7.1 or Tax Losses (arising under Section 9.5 (a) (iii)), if (i) any such Losses or Tax Losses with respect to an individual matter exceed an amount of $ 200,000 for Losses under Article 5 (other than in respect of Section 5.18 in respect of the period since the Effective Date) or $ 100,000 for Losses under Section 5.18 in respect of the period since the Effective Date or under Section 7.1 or Tax Losses under Section 9.5 (a) (iii) (provided that in each casesuch case for this purpose, without regard Losses or Tax Losses arising out of similar or related circumstances shall be aggregated) in which case the whole of (and without giving effect to any “material”, “materiality” not merely the excess over) $ 200,000 or “Company Material Adverse Effect” or similar standard or qualification contained therein $ 100,000 (as if such standard or qualification were deleted the case may be) shall be recoverable and (ii) to the extent that the aggregate of all Losses (other than those where liability is excluded as referred to in (i) above) arising from such representation or warranty)); a breach of the representations and warranties contained in Article 5 and all Tax Losses arising under Section 9.5 (a) (iii) exceed $ 20,000,000. Section 8.1 (b) any (ii) shall not apply to the Sellers' liability arising from a breach of the representations and warranties in Section 5.18 in respect of the period on or nonperformance by Sellers or Gaiam Travel Parent of a covenant contained in this Agreement;after the Effective Date. (c) If any (i) Indebtedness Tax Losses under any of the Company as indemnities contained in Article 9 other than Section 9.5 (a) (iii) arise from any Tax audit or other Tax related proceedings, the Sellers shall only be liable for such Tax Losses if they exceed in each case $ 100,000 (in which case the entire amount shall be recoverable), provided, however, that the Sellers shall only be entitled to apply this threshold to five such Tax audits or Tax related proceedings. This paragraph (c) shall not apply to Tax Losses with respect to any Tax payable in Germany, the United Kingdom or the United States of America, in respect of which no threshold for claims shall apply. (d) The Sellers' liability for the breach of any representation and warranty, covenant, indemnity and other agreement contained in this Agreement and under the indemnities in Section 7.10, except for any liability under Section 7.5 (Covenant Not to Compete, Covenant not to Solicit), Section 7.12 (Environmental Indemnity) and Article 9 (Taxes), shall be limited to an aggregate amount of $ 750 million. (e) Subsections (b) and (d) of this Section 8.1 shall not apply to the Sellers' liability under Section 1 (Agreement to Sell and Purchase) or arising from a breach of the representations and warranties contained in Sections 5.1, 5.2 and 5.3 (corporate organization, share ownership and authorization/non-contravention) or in respect of the indemnity in Section 7.11 (Avnet Indemnity), provided, however, that such liability of the Sellers shall be limited, together with any other liability under this Agreement, to an aggregate amount equal to the sum of the Final Share Purchase Price and the Closing Date Inter-Group Debt payable by Purchasers under Article 2. (f) None of the limitations contained in subsections (b), (c) and (d) of this Section 8.1 or in Section 8.3 shall apply to the Sellers' liability arising under this Agreement in cases of fraud or deliberate concealment by any Seller or E.ON AG or any of their respective officers, agents, employees or advisers (excluding, for the avoidance of doubt, any directors (other than (x) as set forth on the Interim Balance Sheet any directors referred to in Section 7.4), officers or Schedule 7.01(c) or (y) Indebtedness under any Contract that is a Financial Derivative/Hedging Arrangement set forth on Section 4.10(a)(ii) employees of the Disclosure Schedule as Group) who have acted on behalf of any Seller or E.ON AG in effect as connection with the negotiation or conclusion of this Agreement. (g) The legal concepts set out in sections 460 and 464 of the BGB shall not apply to this Agreement. Sellers shall, however, not be liable for the breach of any representation and warranty contained in Section 5 of this Agreement if and to the extent that any Purchaser, based on its knowledge of the matter giving rise to the breach and assuming its knowledge of this Agreement, knew or ought reasonably to have known at the date hereof of this Agreement that there was a breach of a representation and warranty relating to any of the Divisions acquired by such Purchaser. Purchasers' knowledge is defined as the actual knowledge of the persons listed against such Purchaser's name in Exhibit 8.1 (which Part 1), after inquiry with such Purchaser's officers, employees, representatives and advisers listed in Exhibit 8.1 (Part 2). Without limiting the generality of the foregoing, such Purchaser shall be deemed to include Indebtedness incurred have knowledge of all matters which are disclosed, in reasonably sufficient detail, in any due diligence report prepared for it by such Purchasers' employees, representatives or advisers prior to the date hereof. For the avoidance of doubt, the knowledge of a Purchaser (after such inquiry) shall not be attributed to any other Purchaser. (h) Unless expressly otherwise provided in this Agreement, the Losses to be compensated hereunder shall be determined as provided under any such Contract between March 31applicable law (including, 2016 and Closing due to adverse changes in market prices underlying such Contract during such time)) or (ii) Company Transaction Expenses to the extent not paid provided under such applicable law, by taking into account any offset of future advantages or satisfied in full by Sellers (other than by benefits arising as a result of the Company) prior to Closing event or pursuant to Section 3.02(a)(icircumstances causing such Losses); or (d) any Company Subsidiary Liability or any Stockholder Payment.

Indemnification by Sellers. Subject to the limitations set forth in this Article VII, from Sellers will indemnify and after the Closing Date, Sellers (based upon their Pro Rata Proportionate Share of the Purchase Price) shall severally (and not jointly and severally) indemnify hold harmless Purchaser (subject to Section 7.04(g) below) and its Affiliates (including after Closing the Company) and its and their Representatives, successors and assigns (each a, “Purchaser Party” and collectively, the “Purchaser Parties”) from and against any and all Damages that any Purchaser Party incurs as a result directly incurred, paid or accrued in connection with or resulting from or and arising out of: (a) any the breach of or inaccuracy in of any representation or warranty of Sellers contained in Article IV this Agreement or any Ancillary Document executed by Sellers pursuant hereto (or thereto) or in each case, without regard and without giving effect any certificate delivered to any “material”, “materiality” or “Company Material Adverse Effect” or similar standard or qualification contained therein (as if such standard or qualification were deleted from such representation or warranty))Purchaser pursuant to Section 2.5 above; (b) any the breach or nonperformance violation of any covenant or other obligation of Sellers under this Agreement or any Ancillary Document executed by Sellers pursuant hereto (or Gaiam Travel Parent of a covenant contained in this Agreementthereto); (c) any all Taxes not properly paid or accrued for by the Companies as of the Closing Date; (d) (i) Indebtedness of the Company as of Closing (other than (x) as set forth on violation by the Interim Balance Sheet Sellers, the Companies or Schedule 7.01(c) or (y) Indebtedness under any Contract that is a Financial Derivative/Hedging Arrangement set forth on Section 4.10(a)(ii) of the Disclosure Schedule as in effect as of the date hereof their predecessors (which shall be deemed to include Indebtedness incurred any Person whose liabilities, including, without limitation, liabilities arising under any such Contract between March 31Environmental Laws, 2016 and have or may have been retained or assumed by the Companies, either contractually or by operation of law) of any Environmental Laws prior to the Closing due to adverse changes in market prices underlying such Contract during such time)) Date or (ii) Company Transaction Expenses the presence or Release of any Hazardous Materials on any property prior to the extent not paid Closing Date, including, without limitation, any property owned, leased or satisfied in full by Sellers (other than operated by the Company) Companies or their predecessors prior to the Closing Date, in each case regardless of whether such violation of Environmental Laws or pursuant presence or Release of Hazardous Materials is described or referenced on Schedule 3.24 hereto; (e) all Damages arising from the matters identified on Schedule 3.6 hereto (Legal Proceedings); (f) all Damages arising from the matters identified on Schedule 3.7 hereto (Labor Matters); (g) all Damages relating to Section 3.02(a)(ithe items at Schedule 3.8(c)(iv); or3.8(c)(v) and 3.8(c)(vi); (dh) all Damages arising from the matters identified on Schedule 3.14; (i) all Damages arising from the matter identified on Schedule 3.9(b), including, without limitation, the costs of corrective action and restructuring to comply with Applicable Laws post Closing; (j) all indemnification claims arising under the contracts listed at 3.15(q); (k) all Damages arising from Seller’s failure to fully disclose the terms and conditions of the agreement described in Section 3.16(c); (l) all Damages relating to termination of the Sales Representation Agreement identified at Schedule 3.15(e).; (m) all Damages arising from the letter dated August 1, 2007 and set forth as part of Schedule 3.12(q); and (n) all Damages arising from the early termination of distribution agreements prior to the date of this Agreement. Notwithstanding any Company Subsidiary Liability or any Stockholder Paymentother provision hereof, the maximum aggregate indemnity obligations of the Sellers, collectively, shall in no event exceed the Purchase Price under Section 2.2.

Indemnification by Sellers. Subject to the limitations set forth in provisions of this Article VIIIX, Sellers shall jointly and severally indemnify and hold harmless Purchaser, any Affiliate of Purchaser, the respective officers, directors, shareholders, employees, agents and representatives of Purchaser and its Affiliates, and each such Person's respective successors and assigns (each, a "Purchaser Indemnitee") from and after the Closing Date, Sellers Effective Time from and against the Excluded Liabilities and any Damages incurred or suffered by such Purchaser Indemnitee as a result of or arising from (based upon their Pro Rata Proportionate Share a) any inaccuracy in any of the Purchase Pricerepresentations and warranties made herein by Sellers, (b) shall severally any breach of any of the covenants or agreements made herein by Sellers, (and not jointly and severallyc) indemnify Purchaser any claims, actions, suits or other proceedings arising out of any of the Excluded Liabilities, (subject to Section 7.04(gd) below) the current governmental investigation of HCA and its Affiliates (including after any portion of such investigation which pertains to the Acquired Entities), (e) any Controlled Group Plan that is not a Company Plan and (f) any claim brought by an obligor of a Problem Account which claim is based solely upon events which occurred prior to the Closing Date and which claims are filed as a counterclaim in response to HCA's attempt to collect the Company) and its and their Representatives, successors and assigns (each a, “Purchaser Party” and collectivelyProblem Account. Notwithstanding the foregoing, the “sole recourse of a Purchaser Parties”) Indemnitee for any and all Damages relating to or arising from and against any Damages that any Purchaser Party incurs as a result of: (a) any breach of any of the covenants or inaccuracy in any representation or warranty agreements contained in Article IV (in each case, without regard and without giving effect to any “material”, “materiality” or “Company Material Adverse Effect” or similar standard or qualification contained therein (as if such standard or qualification were deleted from such representation or warranty)); (b) any breach or nonperformance by Sellers or Gaiam Travel Parent of a covenant contained in this Agreement; (c) any (i) Indebtedness of the Company as of Closing (other than (x) as set forth on the Interim Balance Sheet or Schedule 7.01(c) or (y) Indebtedness under any Contract that is a Financial Derivative/Hedging Arrangement set forth on Section 4.10(a)(ii) of the Disclosure Schedule as in effect as of the date hereof (which 6.7 shall be deemed to include Indebtedness incurred under any such Contract between March 31, 2016 controlled by the provisions of Section 6.8 and Closing due to adverse changes in market prices underlying such Contract during such time)) or (ii) Company Transaction Expenses in Section 5.14 shall be limited to the extent not paid or satisfied Purchase Price adjustment described in full by Sellers (other than by the Company) prior to Closing or pursuant to Section 3.02(a)(i2.3(a)(ii); or (d) any Company Subsidiary Liability or any Stockholder Payment.

Indemnification by Sellers. Subject to the limitations set forth in remaining provisions of this Article VIIX, each Seller shall, severally and not jointly, indemnify, defend and hold Purchaser and its officers, directors, employees, agents, advisers, representatives and Affiliates (collectively, the “Purchaser Indemnitees”) harmless from and after the Closing Date, Sellers (based upon their Pro Rata Proportionate Share of Date for the Purchase Price) shall severally (and not jointly and severally) indemnify Purchaser (subject to period set forth in Section 7.04(g) below) and its Affiliates 10.1 (including after Closing the Company) and its and their Representatives, successors and assigns (each a, “Purchaser Party” and collectively, the “Purchaser Parties”any extension thereof as expressly provided for in such Section) from and against such Seller’s Pro Rata Share of any Damages that any incurred or suffered by the Purchaser Party incurs as a result of: Indemnitees to the extent resulting or arising from: (a) any breach of or inaccuracy in any representation of the representations and warranties made herein by such Seller (for this purpose disregarding any qualification or warranty contained in Article IV (in each case, without regard and without giving effect limitation as to any “material”, “materiality” materiality or “Company a Material Adverse Effect” or similar standard or qualification contained therein (as if such standard or qualification were deleted from such representation or warranty)); , (b) any breach of any covenant or nonperformance by Sellers or Gaiam Travel Parent agreement of a covenant contained in this Agreement; such Seller made herein, (c) any (i) Indebtedness Taxes as provided in Section 6.7 of this Agreement, to the extent such Taxes have not been accrued or otherwise reserved for on the Closing Balance Sheet and included in the calculation of the Company as Closing Working Capital provided that, in each case, it is the intent of the parties that all of the provisions of this Agreement shall be interpreted to avoid requiring the Sellers to pay (or suffer a reduction in the Purchase Price) twice for the same liability, including with respect to any liability that was deducted from the Purchase Price pursuant to Section 2.3 hereof, (d) the Xxxxx Street Lease, (e) any and all obligations under the Trinity Lease related to the period on or prior to the Closing Date, (f) the complaint filed by A.D. Vallet and Company, LLC with the Securities and Exchange Commission and any and all future claims relating to actions identified in, or resulting from, such complaint, and (g) Taxes relating to the distribution to Sellers of the shares of Blue Frog Solutions, Inc. and Aspire Financial Services, LLC pursuant to Section 5.2(ii) of this Agreement. Notwithstanding the foregoing, or the provisions of Section 6.7, Sellers shall not be liable to indemnify any Purchaser Indemnitees against Damages pursuant to Section 6.7, Section 10.2(a) (other than (x) as set forth on for breaches of the Interim Balance Sheet or Schedule 7.01(cDesignated Seller Representations), 10.2(b), 10.2(c) or (y) Indebtedness under any Contract that is a Financial Derivative/Hedging Arrangement set forth on Section 4.10(a)(ii) 10.2(e), unless and until the aggregate amount of the Disclosure Schedule as in effect as of the date hereof (which shall be deemed to include Indebtedness incurred under any such Contract between March 31, 2016 Damages exceeds $[****] and Closing due to adverse changes in market prices underlying such Contract during such time)) or (ii) Company Transaction Expenses then only to the extent not paid or satisfied of such excess. Except as described in full by the final sentence of this Section 10.2, the maximum liability of all Sellers to the Purchaser Indemnitees for Damages pursuant to Section 6.7, Section 10.2(a) (other than for breaches of the Designated Seller Representations), 10.2(b), 10.2(c), 10.2(e), 10.2(f) or 10.2(g) shall not exceed $[****] in the aggregate or, as to an individual Seller, such Seller’s Pro Rata Share of Damages. A Seller’s “Pro Rata Share” of Damages shall be equal to the amount of such Damages multiplied by a fraction, the Company) prior numerator of which is the number of shares of Company Common Stock transferred by such Seller to Purchaser at Closing or pursuant and the denominator of which is the total number of shares of Company Common Stock transferred by all Sellers to Purchaser at Closing. The maximum liability for the several obligations of each Specified Seller under Section 3.02(a)(i); or (d) 7.9 shall not exceed the amount of gross proceeds payable to such Specified Seller under this Agreement for all Company Common Stock transferred by such Seller at the Closing. Notwithstanding any Company Subsidiary Liability or any Stockholder Paymentprovision of this Agreement to the contrary, the obligations of Bluff Point under Section 7.10 shall not be subject to the dollar limitations set forth above.

Indemnification by Sellers. Subject to the limitations set forth in this Article VIISellers shall, jointly and severally, indemnify, defend, protect and hold harmless REI, each of subsidiary of REI, and each of their respective successors and assigns and each of their respective directors, officers, employees, agents and affiliates (each an "REI Indemnified Party"), at all times from and after the Closing Datedate of this Agreement against all losses, Sellers claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (based upon their Pro Rata Proportionate Share of the Purchase Price"Losses") shall severally (and not jointly and severally) indemnify Purchaser (subject to Section 7.04(g) below) and its Affiliates (including after Closing the Companyspecifically, but without limitation, reasonable attorneys' fees and expenses of investigation ("Legal Expenses")) and its and their Representativesbased upon, successors and assigns resulting from or arising out of (each a, “Purchaser Party” and collectively, the “Purchaser Parties”) from and against any Damages that any Purchaser Party incurs as a result of: (ai) any inaccuracy or breach of or inaccuracy in any representation or warranty of PacSoft or Sellers contained in Article IV or made in connection with this Agreement, and (in each caseii) the breach by PacSoft or Sellers of, without regard and without giving effect or the failure by PacSoft or Sellers to observe, any “material”, “materiality” of their respective covenants or “Company Material Adverse Effect” or similar standard or qualification contained therein (as if such standard or qualification were deleted from such representation or warranty)); (b) any breach or nonperformance by Sellers or Gaiam Travel Parent of a covenant other agreements contained in or made in connection with this Agreement; . Indemnification by REI. REI shall indemnify, defend, protect and hold harmless Sellers (c) any each a "Seller Indemnified Party"), at all times from and after the date of this Agreement against all Losses based upon, resulting from or arising out of (i) Indebtedness any inaccuracy or breach of the Company as any representation or warranty of Closing (other than (x) as set forth on the Interim Balance Sheet REI contained in or Schedule 7.01(c) or (y) Indebtedness under any Contract that is a Financial Derivative/Hedging Arrangement set forth on Section 4.10(a)(ii) of the Disclosure Schedule as made in effect as of the date hereof (which shall be deemed to include Indebtedness incurred under any such Contract between March 31connection with this Agreement, 2016 and Closing due to adverse changes in market prices underlying such Contract during such time)) or (ii) Company Transaction Expenses the breach by REI of, or the failure by REI to observe, any of its covenants or other agreements contained in or made in connection with this Agreement. Adjustments to Indemnification Payments. Any payment made to any REI Indemnified Party or any Seller Indemnified Party (each, an "indemnified party") pursuant to this Section 7 in respect of any claim will be net of any insurance proceeds realized by and paid to the extent not paid or satisfied indemnified party in full by Sellers (other than by the Company) prior respect of any such claim. The indemnified party will use its reasonable efforts to Closing or make insurance claims relating to any claim for which it is seeking indemnification pursuant to this Section 3.02(a)(i)7; or (d) provided, however, that the indemnified party will not be obligated to make such an insurance claim if the indemnified party in its reasonable judgment believes the cost of pursuing such an insurance claim, together with any Company Subsidiary Liability corresponding increase in insurance premiums or any Stockholder Paymentother chargebacks to the indemnified party, would exceed the value of the claim for which the indemnified party is seeking indemnification.