Common use of Indemnification by Sellers Clause in Contracts

Indemnification by Sellers. (a) Each Seller shall, severally and not jointly, indemnify and hold harmless Purchaser, the Company, and each of their respective directors, officers, employees, agents, and representatives, and their respective successors and assigns from and against any Loss incurred or suffered by such Person as a result of, arising from or in connection with (i) a breach by such Seller of any representation, warranty, or covenant made by such Seller in this Agreement or (ii) a breach by the Partnership of any representation, warranty, or covenant made by the Partnership in this Agreement in favor of Purchaser, in each case solely to the extent provided in Section 14.2(b) but subject to the exceptions in Section 14.2(d). (b) Except for a breach by a Seller of any representation or warranty contained in Section 5.1, 6.1, 7.1 or 8.1, each Seller's sole obligation and Purchaser's sole remedy with respect to indemnification by such Seller for a breach of a representation, warranty or covenant under Section 14.2(a)(i) shall be for Purchaser to instruct the Escrow Agent to return to Purchaser a number of Indemnity Shares allocable to such Seller equal to the amount of the applicable Loss divided by the IPO Price until the number of Indemnity Shares allocable to such Seller equals zero. Each Seller's sole obligation and Purchaser's sole remedy with respect to indemnification by such Seller for a breach of a representation, warranty or covenant under Section 14.2(a)(ii) shall be for Purchaser to instruct the Escrow Agent to return to Purchaser a number of Indemnity Shares equal to the amount of the applicable Loss divided by the IPO Price (in accordance with Section 9(D) of the Plan of Recapitalization) until the total number of Indemnity Shares equals zero. If any Indemnity Shares remain after the return thereof pursuant to the preceding sentences, such Indemnity Shares shall be re-allocated among the Sellers in accordance with the Plan of Recapitalization. Any fractional shares among such Indemnity Shares subject to release from escrow under this Section 14.2(b) shall be subject to Section 7 of the Plan of Recapitalization. (c) With respect to indemnification for a breach by a Seller of any representation or warranty contained in Section 5.1, 6.1, 7.1 or 8.1, Purchaser shall first instruct the Escrow Agent to return to it Indemnity Shares allocable to such Seller in accordance with the first sentence of this Section 14.2(b). To the extent such return in Indemnity Shares does not fully offset the Loss, such Seller shall satisfy the remainder of the Loss by returning to Purchaser a number of Purchaser Shares equal to the remainder of the Loss divided by the IPO Price until Seller has returned a number of shares equal to the number of Purchaser Shares issued to such Seller. To the extent such Seller and its affiliate transferees no longer owns Purchaser Shares sufficient to satisfy its obligations under the preceding sentence, such Seller shall pay to Purchaser the remainder of the Loss in cash, subject to the limit expressed in the preceding sentence. For greater certainty, in no event shall any Seller be required to return to Purchaser more than such Seller's Purchaser Shares (or the cash equivalent of such Purchaser Shares based on the IPO Price if such Seller no longer owns such Purchaser Shares). (d) The remedies provided in this Section 14.2 are the exclusive remedy of the Purchaser with respect to the representations, warranties, and covenants, and any other matters covered by this Agreement; provided, however, that nothing in this Section 14.2 shall prohibit Purchaser from seeking specific performance or injunctive relief against any Seller or the Partnership in respect of a breach by such Seller or the Partnership of any covenant hereunder; and further provided, that nothing in this Section 14.2 shall limit Purchaser's remedies for a breach of covenant occurring prior to the Closing.

Indemnification by Sellers. (a) Each Seller shallagrees, severally on a joint and not jointlyseveral basis, to indemnify and hold harmless each of Purchaser, the CompanyOcwen Financial Corporation (“Parent”), Parent’s direct and each of indirect Subsidiaries, Parent’s controlling shareholders and its and their respective directors, officers, employees, agents, officers and representatives, and their respective successors and assigns employees (each a “Purchaser Group Member”) from and against any Loss and all Losses incurred or suffered by such Person as a result of, arising from or Purchaser Group Member in connection with (i) a or arising from any breach by such Seller of any representation, warranty, Core Representations or covenant made by such Seller the inaccuracy of any Core Representations of Sellers contained or referred to in this Agreement or (iiin any certificate delivered by or on behalf of Sellers pursuant hereto; provided, that in no event shall the aggregate amount required to be paid by Sellers pursuant to this Section 11.1(a) a breach by exceed the Partnership of any representation, warranty, or covenant made by the Partnership in this Agreement in favor of Purchaser, in each case solely to the extent provided in Section 14.2(b) but subject to the exceptions in Section 14.2(d)Indemnity Escrow Amount. (b) Except The indemnification provided for a breach by a Seller of any representation or warranty contained in Section 5.111.1(a) shall terminate on the earlier of one year after the Closing Date and the entry of a Final Order closing the Bankruptcy Case (the “Termination Date”) (and no claims shall be made by any Purchaser Group Member under Section 11.1(a) after the Termination Date), 6.1, 7.1 or 8.1, each Seller's sole obligation and Purchaser's sole remedy with respect to except that the indemnification by such Seller for a breach Sellers shall continue as to any Loss of a representation, warranty or covenant under Section 14.2(a)(i) shall be for which any Purchaser to instruct the Escrow Agent to return to Purchaser a number of Indemnity Shares allocable to such Seller equal to the amount of the applicable Loss divided by the IPO Price until the number of Indemnity Shares allocable to such Seller equals zero. Each Seller's sole obligation and Purchaser's sole remedy with respect to indemnification by such Seller for a breach of a representation, warranty or covenant under Section 14.2(a)(ii) shall be for Purchaser to instruct the Escrow Agent to return to Purchaser a number of Indemnity Shares equal to the amount of the applicable Loss divided by the IPO Price (in accordance with Section 9(D) of the Plan of Recapitalization) until the total number of Indemnity Shares equals zero. If any Indemnity Shares remain after the return thereof pursuant to the preceding sentences, such Indemnity Shares shall be re-allocated among the Sellers Group Member has notified ResCap in accordance with the Plan requirements of Recapitalization. Any fractional shares among Section 11.2 on or prior to the Termination Date, as to which the obligation of Sellers shall continue until the liability of Sellers shall have been determined pursuant to this Article XI, and Sellers shall have reimbursed all Purchaser Group Members for the full amount of such Indemnity Shares subject to release from escrow under this Section 14.2(b) shall be subject to Section 7 of the Plan of Recapitalization. (c) With respect to indemnification for a breach by a Seller of any representation or warranty contained in Section 5.1, 6.1, 7.1 or 8.1, Purchaser shall first instruct the Escrow Agent to return to it Indemnity Shares allocable to such Seller Losses in accordance with the first sentence of this Section 14.2(b). To the extent such return in Indemnity Shares does not fully offset the Loss, such Seller shall satisfy the remainder of the Loss by returning to Purchaser a number of Purchaser Shares equal to the remainder of the Loss divided by the IPO Price until Seller has returned a number of shares equal to the number of Purchaser Shares issued to such Seller. To the extent such Seller and its affiliate transferees no longer owns Purchaser Shares sufficient to satisfy its obligations under the preceding sentence, such Seller shall pay to Purchaser the remainder of the Loss in cash, subject to the limit expressed in the preceding sentence. For greater certainty, in no event shall any Seller be required to return to Purchaser more than such Seller's Purchaser Shares (or the cash equivalent of such Purchaser Shares based on the IPO Price if such Seller no longer owns such Purchaser Shares)Article XI. (d) The remedies provided in this Section 14.2 are the exclusive remedy of the Purchaser with respect to the representations, warranties, and covenants, and any other matters covered by this Agreement; provided, however, that nothing in this Section 14.2 shall prohibit Purchaser from seeking specific performance or injunctive relief against any Seller or the Partnership in respect of a breach by such Seller or the Partnership of any covenant hereunder; and further provided, that nothing in this Section 14.2 shall limit Purchaser's remedies for a breach of covenant occurring prior to the Closing.

Indemnification by Sellers. (a) Each Seller shalljointly and severally covenants and agrees that it will indemnify, severally and not jointly, indemnify defend and hold harmless the Purchaser, the Company, Company and each of their respective managers, officers, directors, officersmembers, employees, agents, representatives and representativesAffiliates (collectively, and their respective successors and assigns the “Purchaser Indemnified Parties”) from and against any Loss incurred all Losses arising directly or suffered by such Person indirectly from, as a result of, arising from of or in connection with (i) a any breach of the representations and warranties of Sellers that by such Seller of any representationtheir terms survive the Closing, warranty, or covenant made by such Seller in this Agreement or (ii) a any breach by Sellers of the Partnership Surviving Covenants. In respect of the indemnification obligation set forth in the immediately preceding sentence, (x) no Seller shall be liable for any representation, warrantyother Seller’s breach of Section 4(d) or the Seller’s Closing Certificate delivered by any other Seller, or covenant made for fraud committed by any other Seller, (y) the Partnership in this Agreement in favor liability of Purchaser, in each case solely Seller for all Losses hereunder shall be limited to the extent provided in Section 14.2(b) but amount labeled “Distribution Amount” on Exhibit A for each Seller (subject to adjustment to the exceptions in Aggregate Purchase Price pursuant to Section 14.2(d2(c). ) and (bz) Except the liability of each Seller for a breach by a Seller all Losses hereunder shall be limited to the amount of any representation or warranty contained in Section 5.1, 6.1, 7.1 or 8.1, each Seller's sole obligation and Purchaser's sole remedy with respect to indemnification such Losses multiplied by such Seller Seller’s Sharing Ratio. Any claim for a indemnification pursuant to this Section 13(b) based on the breach of a representation, warranty or covenant under Section 14.2(a)(i) shall Surviving Covenant that survives the Closing for a finite period must be for Purchaser to instruct the Escrow Agent to return to Purchaser a number of Indemnity Shares allocable to such Seller equal to the amount of the applicable Loss divided asserted by the IPO Price until Purchaser or a Purchaser Indemnified Party on or before the number of Indemnity Shares allocable to such Seller equals zero. Each Seller's sole obligation and Purchaser's sole remedy with respect to indemnification by such Seller for a breach of a representation, warranty or covenant under Section 14.2(a)(ii) shall be for Purchaser to instruct the Escrow Agent to return to Purchaser a number of Indemnity Shares equal to the amount of the applicable Loss divided by the IPO Price (in accordance with Section 9(D) of the Plan of Recapitalization) until the total number of Indemnity Shares equals zero. If any Indemnity Shares remain after the return thereof pursuant to the preceding sentences, such Indemnity Shares shall be re-allocated among the Sellers in accordance with the Plan of Recapitalization. Any fractional shares among such Indemnity Shares subject to release from escrow under this Section 14.2(b) shall be subject to Section 7 of the Plan of Recapitalization. (c) With respect to indemnification for a breach by a Seller of any representation or warranty contained in Section 5.1, 6.1, 7.1 or 8.1, Purchaser shall first instruct the Escrow Agent to return to it Indemnity Shares allocable to such Seller in accordance with the first sentence of this Section 14.2(b). To the extent such return in Indemnity Shares does not fully offset the Loss, such Seller shall satisfy the remainder of the Loss by returning to Purchaser a number of Purchaser Shares equal to the remainder of the Loss divided by the IPO Price until Seller has returned a number of shares equal to the number of Purchaser Shares issued to such Seller. To the extent such Seller and its affiliate transferees no longer owns Purchaser Shares sufficient to satisfy its obligations under the preceding sentence, such Seller shall pay to Purchaser the remainder of the Loss in cash, subject to the limit expressed in the preceding sentence. For greater certainty, in no event shall any Seller be required to return to Purchaser more than such Seller's Purchaser Shares (or the cash equivalent expiration of such Purchaser Shares based on the IPO Price if finite period for such Seller no longer owns such Purchaser Shares)claim to be enforceable. (d) The remedies provided in this Section 14.2 are the exclusive remedy of the Purchaser with respect to the representations, warranties, and covenants, and any other matters covered by this Agreement; provided, however, that nothing in this Section 14.2 shall prohibit Purchaser from seeking specific performance or injunctive relief against any Seller or the Partnership in respect of a breach by such Seller or the Partnership of any covenant hereunder; and further provided, that nothing in this Section 14.2 shall limit Purchaser's remedies for a breach of covenant occurring prior to the Closing.

Indemnification by Sellers. (a) Each Seller shall, severally and not jointly, Sellers agrees to indemnify and hold harmless Purchaser, the Company, and each of their respective directors, officers, employees, agents, and representatives, and their respective successors and assigns Buyer from and against any Loss and all Losses and Expense incurred or suffered by such Person as a result of, arising from or Buyer up to the Purchase Price in connection with or arising from: (i) a any breach by such Seller Sellers of any representation, warranty, or covenant made by such Seller of its covenants in this Agreement or in any Sellers Ancillary Agreement; (ii) a breach by the Partnership any failure of Sellers to perform any representation, warranty, or covenant made by the Partnership of its obligations in this Agreement or in favor any Sellers Ancillary Agreement; or (iii) any breach of Purchaserany warranty or the inaccuracy of any representation of Sellers contained or referred to in this Agreement or any certificate delivered by or on behalf of Sellers pursuant hereto; provided that, in each case solely without limitation of Sellers’s indemnification obligations under clause (i) or (ii) of this subsection (a), Sellers shall be required to indemnify and hold harmless under clause (iii) of this subsection with respect to Loss and Expense incurred by Buyer as a result of inaccuracies only to the extent provided in Section 14.2(b) but subject to that the exceptions in Section 14.2(d)aggregate amount of such Loss and Expense exceeds RMB100,000. (b) Except The indemnification provided for a breach in this Section 10.1 shall terminate two (2) years after the Closing Date (and no claims shall be made by a Seller of any representation or warranty contained in Buyer under this Section 5.110.1 thereafter), 6.1, 7.1 or 8.1, each Seller's sole obligation and Purchaser's sole remedy with respect to except that the indemnification by such Seller for a breach Sellers shall continue as to: (i) the representations and warranties of a representation, warranty Sellers set forth in Sections 4.1 and 4.2; (ii) any Loss or covenant under Section 14.2(a)(i) shall be for Purchaser to instruct the Escrow Agent to return to Purchaser a number Expense of Indemnity Shares allocable to such Seller equal to the amount of the applicable Loss divided by the IPO Price until the number of Indemnity Shares allocable to such Seller equals zero. Each Seller's sole obligation and Purchaser's sole remedy with respect to indemnification by such Seller for a breach of a representation, warranty or covenant under Section 14.2(a)(ii) shall be for Purchaser to instruct the Escrow Agent to return to Purchaser a number of Indemnity Shares equal to the amount of the applicable Loss divided by the IPO Price (in accordance with Section 9(D) of the Plan of Recapitalization) until the total number of Indemnity Shares equals zero. If any Indemnity Shares remain after the return thereof pursuant to the preceding sentences, such Indemnity Shares shall be re-allocated among the which Buyer has notified Sellers in accordance with the Plan requirements of Recapitalization. Any fractional shares among Section 10.3 on or prior to the date such Indemnity Shares subject to release from escrow under this Section 14.2(b) shall be subject to Section 7 of the Plan of Recapitalization. (c) With respect to indemnification for a breach by a Seller of any representation or warranty contained in Section 5.1, 6.1, 7.1 or 8.1, Purchaser shall first instruct the Escrow Agent to return to it Indemnity Shares allocable to such Seller would otherwise terminate in accordance with the first sentence of this Section 14.2(b). To 10.1, as to which the extent such return in Indemnity Shares does not fully offset obligation of Sellers shall continue until the Loss, such Seller liability of Sellers shall satisfy have been determined pursuant to this Article X and Sellers shall have reimbursed Buyer for the remainder of the Loss by returning to Purchaser a number of Purchaser Shares equal to the remainder of the Loss divided by the IPO Price until Seller has returned a number of shares equal to the number of Purchaser Shares issued to such Seller. To the extent such Seller and its affiliate transferees no longer owns Purchaser Shares sufficient to satisfy its obligations under the preceding sentence, such Seller shall pay to Purchaser the remainder of the Loss in cash, subject to the limit expressed in the preceding sentence. For greater certainty, in no event shall any Seller be required to return to Purchaser more than such Seller's Purchaser Shares (or the cash equivalent full amount of such Purchaser Shares based on the IPO Price if such Seller no longer owns such Purchaser Shares). (d) The remedies provided Loss and Expense in accordance with this Section 14.2 are the exclusive remedy of the Purchaser with respect to the representations, warranties, and covenants, and any other matters covered by this Agreement; provided, however, that nothing in this Section 14.2 shall prohibit Purchaser from seeking specific performance or injunctive relief against any Seller or the Partnership in respect of a breach by such Seller or the Partnership of any covenant hereunder; and further provided, that nothing in this Section 14.2 shall limit Purchaser's remedies for a breach of covenant occurring prior to the Closing.Article X.

Indemnification by Sellers. (a) Each Seller shallSellers hereby agree, severally jointly and not jointlyseverally, indemnify that they shall indemnify, defend and hold harmless Purchaser, the Companyits Affiliates and, and each of if applicable, their respective directors, officers, employeesshareholders, agentspartners, attorneys, accountants, agents and representatives, employees (other than the Employees) and their respective heirs, successors and assigns from (the "Purchaser Indemnified Parties" and, collectively with the Seller Indemnified Parties, the "Indemnified Parties") from, against and against in respect of any Loss Losses imposed on, sustained, incurred or suffered by such Person as a result ofor asserted against any of the Purchaser Indemnified Parties, directly or indirectly, relating to or arising from or in connection with out of (i) a breach by such Seller of any representation, warranty, or covenant made by such Seller in this Agreement or (ii) a breach by the Partnership of any representation, warranty, or covenant made by the Partnership in this Agreement in favor of Purchaser, in each case solely to the extent provided in Section 14.2(b) but subject to the exceptions in Section 14.2(d7.3(b). (b) Except for a , any breach by a Seller of any representation or warranty made by Sellers contained in this Agreement for the period such representation or warranty survives, (ii) all Excluded Liabilities, (iii) subject to Section 5.17.3(b), 6.1the breach of any covenant or agreement of either Seller contained in this Agreement and (iv) the failure of Sellers to comply with any applicable bulk sale or bulk transfer laws or similar laws (other than Losses arising as a result of Purchaser's failure to discharge any Assumed Liabilities); it being understood that for purposes of the right of the Purchaser Indemnified Parties to indemnification pursuant to Section 7.3(a)(i), 7.1 the representations and warranties of Sellers contained herein shall not be deemed qualified by any references to materiality or 8.1, each Seller's sole obligation to whether or not any such breach results or may result in a Material Adverse Effect. Purchaser acknowledges that Section 2.4(b) and this Article VII constitute Purchaser's sole remedy with respect to indemnification by such Seller for a breach of a representation, warranty or covenant under Section 14.2(a)(i) shall be for Purchaser to instruct the Escrow Agent to return to Purchaser a number of Indemnity Shares allocable to such Seller equal to the amount any of the applicable Loss divided by the IPO Price until the number of Indemnity Shares allocable matters referred to such Seller equals zero. Each Seller's sole obligation and Purchaser's sole remedy herein including, without limitation, any Losses or liability under any Environmental Law or with respect to indemnification by such Seller for a breach of a representation, warranty or covenant under Section 14.2(a)(ii) shall be for Purchaser any Hazardous Substance to instruct the Escrow Agent to return to Purchaser a number of Indemnity Shares equal to the amount of the applicable Loss divided by the IPO Price (in accordance with Section 9(D) of the Plan of Recapitalization) until the total number of Indemnity Shares equals zero. If any Indemnity Shares remain after the return thereof pursuant to the preceding sentences, such Indemnity Shares shall be re-allocated among the Sellers in accordance with the Plan of Recapitalization. Any fractional shares among such Indemnity Shares subject to release from escrow under this Section 14.2(b) shall be subject to Section 7 of the Plan of Recapitalization. (c) With respect to indemnification for a breach by a Seller of any representation or warranty contained in Section 5.1, 6.1, 7.1 or 8.1, Purchaser shall first instruct the Escrow Agent to return to it Indemnity Shares allocable to such Seller in accordance with the first sentence of this Section 14.2(b). To the extent such return in Indemnity Shares does items constitute Excluded Liabilities, and expressly waives any other rights or causes of action, including under (b) Sellers shall not fully offset the Loss, such Seller shall satisfy the remainder of the Loss by returning to Purchaser a number of Purchaser Shares equal be liable to the remainder of the Loss divided by the IPO Price until Seller has returned a number of shares equal to the number of Purchaser Shares issued to such Seller. To the extent such Seller and its affiliate transferees no longer owns Purchaser Shares sufficient to satisfy its obligations under the preceding sentence, such Seller shall pay to Purchaser the remainder of the Loss in cash, subject to the limit expressed in the preceding sentence. For greater certainty, in no event shall Indemnified Parties for any Seller be required to return to Purchaser more than such Seller's Purchaser Shares (or the cash equivalent of such Purchaser Shares based on the IPO Price if such Seller no longer owns such Purchaser Shares). (d) The remedies provided in this Section 14.2 are the exclusive remedy of the Purchaser Losses with respect to the representationsmatters contained in Sections 7.3(a)(i) and (except with respect to Section 5.6, warranties5.11, 5.14, 5.15 or 5.16) Section 7.3(a)(iii) except to the extent (and then only to the extent) the Losses therefrom exceed an aggregate amount equal to $20 million, and covenants, and any other matters covered by this Agreement; provided, however, that nothing then only for all such Losses in this Section 14.2 shall prohibit Purchaser from seeking specific performance or injunctive relief against any Seller or the Partnership in respect of a breach by such Seller or the Partnership of any covenant hereunder; and further provided, that nothing in this Section 14.2 shall limit Purchaser's remedies for a breach of covenant occurring prior excess thereof up to the Closingan aggregate amount equal to $127 million.

Indemnification by Sellers. The representations and warranties of the parties contained in this Agreement shall survive the First Tranche Closing Date and shall continue in full force and effect until the due date for filing Buyer's Quarterly Report on Form 10-Q with the SEC for the quarter ended June 30, 2004 (without regard to any extension of time granted by the SEC or otherwise available). Notwithstanding the foregoing, any representation or warranty in respect of which indemnity may be sought hereunder shall survive the time at which it would otherwise terminate pursuant to this Section 10 if notice of the breach thereof shall have been given to the party against whom such indemnity may be sought prior to the expiration of the survival period. (a) Each Subject to Section 10.1(b) and 10(c), each Seller shallagrees, severally and not jointly, to indemnify in full and hold harmless PurchaserBuyer, the Company, and each of their respective directorsthe Company and the Subsidiaries (collectively, officersfor purposes of this Article X only, employees, agents, and representatives, and their respective successors and assigns from and "Buyer") against any Loss incurred arising from, relating to or suffered by such Person as a result of, arising from or in connection with constituting (i) a any breach by or inaccuracy in any of the representations and warranties of such Seller of any representationcontained in Article III, warranty, or covenant made by such Seller in this Agreement or (ii) a any breach by or inaccuracy in the Partnership representations and warranties or agreements of any representationthe Company contained in Article IV or VI (collectively, warranty, or covenant made by the Partnership in this Agreement in favor of Purchaser, in each case solely to the extent provided in Section 14.2(b) but subject to the exceptions in Section 14.2(d"Buyer Losses"). (b) Except for a In the case of Buyer Losses arising from, relating to or constituting any breach by a or inaccuracy in any of the representations and warranties of each Seller of any representation or warranty contained in Section 5.1, 6.1, 7.1 or 8.1Article III, each Seller will be liable to Buyer for Buyer Losses due to such Seller's sole obligation breach or inaccuracy in the representations and Purchaser's sole remedy with respect to indemnification by warranties of such Seller for a breach in an amount not to exceed such Seller's pro rata portion of a representation, warranty or covenant under Section 14.2(a)(i) shall be for Purchaser the Cash Value Purchase Price; provided that each Seller may satisfy its obligations pursuant to instruct the Escrow Agent this Article X by delivering to return to Purchaser a Buyer such number of Indemnity Shares allocable shares of Buyer Common Stock as have a value equal to such Seller equal to the amount of the applicable Loss divided by the IPO Price until the number of Indemnity Shares allocable to such Seller equals zero. Each Seller's sole obligation and Purchaser's sole remedy with respect to indemnification by such Seller for a breach of a representation, warranty or covenant under Section 14.2(a)(ii) shall be for Purchaser to instruct the Escrow Agent to return to Purchaser a number of Indemnity Shares equal to the amount of the applicable Loss divided by the IPO Price (obligations hereunder determined in accordance with Section 9(D) of the Plan of Recapitalization) until the total number of Indemnity Shares equals zero. If any Indemnity Shares remain after the return thereof pursuant to the preceding sentences, such Indemnity Shares shall be re-allocated among the Sellers in accordance with the Plan of Recapitalization. Any fractional shares among such Indemnity Shares subject to release from escrow under this Section 14.2(b) shall be subject to Section 7 of the Plan of Recapitalization10.1(f). (c) With respect In the case of Buyer Losses other than those covered by Section 10.1(b), (i) each Seller will be liable to indemnification Buyer for such Seller's pro rata portion of such Buyer Losses only if the aggregate amount of all such Buyer Losses exceeds US$500,000 (the "Basket Amount"), in which case Sellers will be liable for the aggregate amount of all Buyers Losses, and (ii) each Seller will be liable to Buyer for such Seller's pro rata share of such Buyer Losses in an amount not to exceed such Seller's pro rata portion of fifteen percent (15%) of the Cash Value Purchase Price; provided that each Seller may satisfy its obligations pursuant to this Article X by delivering to Buyer such number of shares of Buyer Common Stock as have a breach by a Seller of any representation or warranty contained in Section 5.1, 6.1, 7.1 or 8.1, Purchaser shall first instruct the Escrow Agent to return to it Indemnity Shares allocable value equal to such Seller Seller's obligations hereunder determined in accordance with Section 10.1(f). The provisions of Section 2.4 shall not be subject to the first sentence of Basket Amount. (d) If Buyer has a claim for indemnification under this Section 14.2(b10.1, Buyer will deliver to Sellers one or more written notices of Buyer Losses prior to the due date for filing of Buyer's Quarterly Report on Form 10-Q with the SEC for the quarter ended June 30, 2004 (without regard to any extension of time granted to Buyer by the SEC or otherwise available). To Sellers will have no liability under this Section 10.1 unless the written notices required by the preceding sentence are given in a timely manner. Any written notice will state in reasonable detail the basis for such Buyer Losses to the extent then known by Buyer and the nature of the Buyer Loss for which indemnification is sought, and it may state the amount of the Buyer Loss claimed. If such return written notice (or an amended notice) states the amount of the Buyer Loss claimed and Sellers notify Buyer that Sellers do not dispute the claim described in Indemnity Shares such notice or fails to notify Buyer within 10 business days after delivery of such notice by Buyer whether Sellers dispute the claim described in such notice, the Buyer Loss in the amount specified in Buyer's notice will be admitted by Sellers, and Sellers will pay the amount of such Buyer Loss to Buyer. If Sellers have timely disputed the liability of Sellers with respect to such claim, Sellers and Buyer will proceed in good faith to negotiate a resolution of such dispute. If a written notice does not fully offset state the Lossamount of the Buyer Loss claimed, such Seller shall satisfy omission will not preclude Buyer from recovering from Sellers the remainder amount of the Buyer Loss with respect to the claim described in such notice if any such amount is promptly provided after it is determined. In order to assert its right to indemnification under this Article X, Buyer will not be required to provide any notice except as provided in this Section 10.1(d). (e) Sellers will pay the amount of any Buyer Loss to Buyer within ten (10) business days following the determination of Sellers' liability for and the amount of a Buyer Loss (whether such determination is made pursuant to the procedures set forth in this Section 10.1, by returning agreement between Buyer and Sellers, by arbitration award or by final adjudication). (f) For purposes of determining the value of the Buyer Common Stock under Section 10.1(b) and 10.1(c), such Buyer Common Stock shall be deemed to Purchaser have a number of Purchaser Shares value equal to the remainder greater of (i) the Loss divided volume weighted average price of Buyer Common Stock on the TSX for the ten trading days prior to date notice is given to Sellers that payment is due pursuant to this Article X or (ii) the Buyer Common Stock Price. (g) Any claim against Deloitte Consulting shall be offset and satisfied first by the IPO Price until Seller has returned a number of shares an amount equal to the number of Purchaser Shares issued to such Seller. To Excess Shares, multiplied by the extent such Seller and its affiliate transferees no longer owns Purchaser Shares sufficient to satisfy its obligations under the preceding sentence, such Seller shall pay to Purchaser the remainder value of the Loss Buyer Common Stock as determined in cash, subject to the limit expressed in the preceding sentence. For greater certainty, in no event shall any Seller be required to return to Purchaser more than such Seller's Purchaser Shares (or the cash equivalent of such Purchaser Shares based on the IPO Price if such Seller no longer owns such Purchaser Sharesaccordance with Section 10.1(f). (d) The remedies provided in this Section 14.2 are the exclusive remedy of the Purchaser with respect to the representations, warranties, and covenants, and any other matters covered by this Agreement; provided, however, that nothing in this Section 14.2 shall prohibit Purchaser from seeking specific performance or injunctive relief against any Seller or the Partnership in respect of a breach by such Seller or the Partnership of any covenant hereunder; and further provided, that nothing in this Section 14.2 shall limit Purchaser's remedies for a breach of covenant occurring prior to the Closing.

Indemnification by Sellers. (a) Each Seller shallagrees with respect to itself only, severally subject to the other terms and not jointlyconditions of this Article 12, indemnify to indemnify, defend and hold harmless Purchaser, Buyer and the Company, Company (and each of their respective directors, officers, employees, agents, employees and representatives, and their respective successors and assigns Affiliates) from and against any Loss and all Losses actually incurred or suffered by any such Person as a result ofindemnified party that are related to or arise, arising from directly or in connection with indirectly, out of (i) a the breach of any representation or warranty of such Seller contained in Article 3 of this Agreement or in any certificate delivered by such Seller at the Closing pursuant to Section 8.1 as it related to such representations and warranties and (ii) any breach by such Seller of any representation, warranty, covenants or covenant made agreements to be performed by such Seller in pursuant to this Agreement or (ii) a breach by the Partnership of any representation, warranty, or covenant made by the Partnership in this Agreement in favor of Purchaser, in each case solely to the extent provided in Section 14.2(b) but subject to the exceptions in Section 14.2(d)Agreement. (b) Except Each of the Sellers agrees, subject to the other terms and conditions of this Article 12, to indemnify, defend and hold harmless Buyer for a its Pro Rata Share all Losses actually incurred or suffered by Buyer that are caused by (i) the breach by a Seller of any representation or warranty of Sellers contained in Section 5.1Article 4 of this Agreement, 6.1, 7.1 (ii) any breach by the Company of any covenants or 8.1, each Seller's sole obligation and Purchaser's sole remedy with respect agreement to indemnification be performed by such Seller for a breach of a representation, warranty it pursuant to this Agreement on or covenant under Section 14.2(a)(i) shall be for Purchaser to instruct the Escrow Agent to return to Purchaser a number of Indemnity Shares allocable to such Seller equal prior to the amount of the applicable Loss divided by the IPO Price until the number of Indemnity Shares allocable to such Seller equals zero. Each Seller's sole obligation Closing and Purchaser's sole remedy with respect to indemnification by such Seller for a breach of a representation, warranty or covenant under Section 14.2(a)(ii) shall be for Purchaser to instruct the Escrow Agent to return to Purchaser a number of Indemnity Shares equal to the amount of the applicable Loss divided by the IPO Price (in accordance with Section 9(D) of the Plan of Recapitalization) until the total number of Indemnity Shares equals zero. If specifically excluding any Indemnity Shares remain after the return thereof pursuant to the preceding sentences, such Indemnity Shares shall be rePost-allocated among the Sellers in accordance with the Plan of Recapitalization. Any fractional shares among such Indemnity Shares subject to release from escrow under this Section 14.2(b) shall be subject to Section 7 of the Plan of RecapitalizationClosing Obligations. (c) With Notwithstanding anything to the contrary contained in this Agreement, (i) the rights of Buyer to indemnification under this Article 12 shall constitute the sole and exclusive remedy of Buyer or any other Person from and after the Closing for any breach by Sellers of any provision of this Agreement, absent fraud, and (ii) no claim may be asserted nor any action commenced against Sellers for indemnification under Sections 12.2(a) and (b) unless written notice describing in reasonable detail the facts and circumstances with respect to indemnification for a breach the subject matter of such claim or action is received by a Seller of any representation Sellers on or warranty contained prior to the date on which the representation, warranty, covenant or agreement on which such claim or action is based ceases to survive as set forth in Section 5.112.1, 6.1provided, 7.1 or 8.1however, Purchaser shall first instruct the Escrow Agent to return to it Indemnity Shares allocable to such Seller in accordance with the first sentence that Buyer may pursue specific performance and other equitable remedies for any matter that is indemnifiable under clause (ii) of this Section 14.2(b). To the extent such return in Indemnity Shares does not fully offset the Loss, such Seller shall satisfy the remainder each of the Loss by returning to Purchaser a number of Purchaser Shares equal to the remainder of the Loss divided by the IPO Price until Seller has returned a number of shares equal to the number of Purchaser Shares issued to such Seller. To the extent such Seller Sections 12.2(a) and its affiliate transferees no longer owns Purchaser Shares sufficient to satisfy its obligations under the preceding sentence, such Seller shall pay to Purchaser the remainder of the Loss in cash, subject to the limit expressed in the preceding sentence. For greater certainty, in no event shall any Seller be required to return to Purchaser more than such Seller's Purchaser Shares (or the cash equivalent of such Purchaser Shares based on the IPO Price if such Seller no longer owns such Purchaser Sharesb). (d) The remedies provided in this Section 14.2 are indemnification obligations of Sellers pursuant to Sections 12.2(a)(i) and (b)(i) shall not be effective until the exclusive remedy aggregate dollar amount of all Losses that would otherwise be indemnifiable pursuant thereto exceeds an amount equal to 1.5% of the Purchaser with respect Base Consideration (the “Deductible”), and then only to the representations, warranties, and covenants, and any other matters covered by this Agreementextent such aggregate amount of Losses exceeds the Deductible; provided, however, that nothing in this Section 14.2 shall prohibit Purchaser from seeking specific performance or injunctive relief against any Seller or the Partnership in respect case of a breach by of Article 3, Sections 4.4, 4.5, 4.10 or 4.19(a)(iv), or any breach of any of Sellers’ covenants and agreements herein or in the case of fraud, the Deductible shall not apply. The indemnification obligations of Sellers pursuant to Sections 12.2(a) and (b) shall be limited to the Escrow Funds and no indemnification pursuant to such Seller provisions shall be payable other than from the Escrow Funds; provided, however, in the case of fraud or a breach of Sections 4.19(a)(iv), 3.5 or 4.4, such indemnification limitation shall be the Partnership Purchase Price. The amounts held pursuant to the Escrow Agreement shall constitute the sole and exclusive remedy and source of payment for all Losses and claims related to this Agreement except for claims as a result of fraud or a breach of Sections 4.19(a)(iv), 3.5 or 4.4; provided Buyer shall first seek recovery for claims based on fraud from the Escrow Funds. (e) Sellers shall have no obligation to indemnify Buyer with respect to any liabilities or assets of the Company included and resolved in the calculation of the Adjusted Net Working Capital, as finally determined under the procedures set forth in Section 2.5. (f) If an indemnification obligation exists under Section 12.2(a) or (b) due to the inaccuracy of any representation or warranty or breach of any covenant hereunder; and further providedunder this Agreement, that nothing the amount of any Loss related to such inaccuracy will be calculated without regard to any qualifications as to materiality or Material Adverse Effect contained in this Section 14.2 shall limit Purchaser's remedies for a breach of covenant occurring prior to the Closingsuch representation or warranty or covenant.

Indemnification by Sellers. (a) Each Seller shall, severally (each an “Indemnifying Party”) agrees to jointly and not jointlyseverally, indemnify and hold harmless Purchaser, the Company, and each of their respective directors, officers, employees, agents, and representatives, and their respective successors and assigns Purchaser from and against any Loss Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or suffered indirectly (including, after the First Closing, by such Person the Company) as a result of, arising from or in connection with of (i) any inaccuracy or breach of a breach by such representation or warranty of the Company or a Seller of contained herein, in the Disclosure Schedule or in any representationagreements, warranty, Schedules or covenant made by such Seller in Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a), (ii) a breach any failure by the Partnership Company or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser to holders of any representation, warranty, or covenant made by Company Shares in excess of what such Shareholder of the Partnership in Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement in favor of Purchaser, in each case solely to because it believed the extent provided in Section 14.2(b) but subject to the exceptions in Section 14.2(d). (b) Except for a breach by a Seller of any representation or warranty contained in Section 5.1, 6.1, 7.1 or 8.1, each Seller's sole obligation and Purchaser's sole remedy with respect to indemnification by such Seller for a breach of a representation, warranty or covenant under Section 14.2(a)(i) shall be for Purchaser to instruct the Escrow Agent to return to Purchaser a number of Indemnity Shares allocable to such Seller equal to the amount truth of the applicable Loss divided by Company’s and the IPO Price until Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the number of Indemnity Shares allocable First Closing, which if resolved at or before the First Closing would have led to such Seller equals zero. Each Seller's sole obligation and Purchaser's sole remedy with respect to indemnification by such Seller for a breach of a representation, warranty or covenant under Section 14.2(a)(ii) shall be for Purchaser to instruct the Escrow Agent to return to Purchaser a number of Indemnity Shares equal to the amount of the applicable Loss divided by the IPO Price (in accordance with Section 9(D) of the Plan of Recapitalization) until the total number of Indemnity Shares equals zero. If any Indemnity Shares remain after the return thereof pursuant to the preceding sentences, such Indemnity Shares shall be re-allocated among the Sellers in accordance with the Plan of Recapitalization. Any fractional shares among such Indemnity Shares subject to release from escrow under this Section 14.2(b) shall be subject to Section 7 of the Plan of Recapitalization. (c) With respect to indemnification for a breach by a Seller of any representation or warranty contained in Section 5.1, 6.1, 7.1 or 8.1, Purchaser shall first instruct the Escrow Agent to return to it Indemnity Shares allocable to such Seller in accordance with the first sentence of this Section 14.2(b). To the extent such return in Indemnity Shares does not fully offset the Loss, such Seller shall satisfy the remainder of the Loss by returning to Purchaser a number of Purchaser Shares equal to the remainder of the Loss divided by the IPO Price until Seller has returned a number of shares equal to the number of Purchaser Shares issued to such Seller. To the extent such Seller and its affiliate transferees no longer owns Purchaser Shares sufficient to satisfy its obligations under the preceding sentence, such Seller shall pay to Purchaser the remainder of the Loss in cash, subject to the limit expressed reduction in the preceding sentenceTotal Consideration. For greater certainty, in no event shall any Seller be required to return to Purchaser more than such Seller's Purchaser Shares (or the cash equivalent of such Purchaser Shares based on the IPO Price if such Seller no longer owns such Purchaser Shares). (d) The remedies provided in this Section 14.2 are the 8.2 will not be exclusive remedy of the Purchaser with respect to the representations, warranties, and covenants, and or limit any other matters covered by this Agreement; provided, however, remedies that nothing in this Section 14.2 shall prohibit Purchaser from seeking specific performance or injunctive relief against any Seller or the Partnership in respect of a breach by such Seller or the Partnership of any covenant hereunder; and further provided, that nothing in this Section 14.2 shall limit may be available to Purchaser's remedies for a breach of covenant occurring prior to the Closing.

Indemnification by Sellers. (a) Each Seller shallagrees severally, severally and not jointlyfor its own account only, to indemnify Buyer and hold it harmless Purchaseron an after-Tax basis, the Companyfrom any and all losses, liabilities, claims, suits, proceedings, demands, judgments, damages, expenses and each of their respective directors, officers, employees, agents, and representatives, and their respective successors and assigns from and against any Loss incurred or suffered by such Person as a result of, arising from or in connection with (i) a breach by such Seller of any representation, warranty, or covenant made by such Seller in this Agreement or (ii) a breach by the Partnership of any representation, warranty, or covenant made by the Partnership in this Agreement in favor of Purchaser, in each case solely to the extent provided in Section 14.2(b) but subject to the exceptions in Section 14.2(d).costs, (b) Except for a breach by a Seller of any representation as set forth in subparagraphs (i) and (ii) below or warranty contained in Section 5.1, 6.1, 7.1 or 8.1, each Seller's sole obligation and Purchaser's sole remedy with respect to indemnification by such Seller bona fide and valid claims for a breach which notice has been given within twelve (12) months of a the Closing Date, each representation, warranty and covenant made by Sellers in this Agreement or covenant under pursuant hereto shall survive until the date which is twelve (12) months following the Closing Date, and thereafter all such representations, warranties and covenants shall be extinguished: (i) the representations, warranties and covenants made by Sellers in Section 14.2(a)(i5.6 (Taxes) shall be for Purchaser to instruct the Escrow Agent to return to Purchaser a number of Indemnity Shares allocable to such Seller equal to the amount of the applicable Loss divided by the IPO Price survive until the number end of Indemnity Shares allocable to such Seller equals zero. Each Seller's sole obligation and Purchaser's sole remedy any statutory limitation period with respect to indemnification thereto; and (ii) the representations, warranties and covenants made by such Seller for a breach Sellers in the first sentence of a representation, warranty or covenant under Section 14.2(a)(ii3.8 (title) shall be for Purchaser to instruct the Escrow Agent to return to Purchaser a number of Indemnity Shares equal to the amount of the applicable Loss divided by the IPO Price (in accordance with Section 9(D) of the Plan of Recapitalization) until the total number of Indemnity Shares equals zero. If any Indemnity Shares remain after the return thereof pursuant to the preceding sentences, such Indemnity Shares shall be re-allocated among the Sellers in accordance with the Plan of Recapitalization. Any fractional shares among such Indemnity Shares subject to release from escrow under this Section 14.2(b) shall be subject to Section 7 of the Plan of Recapitalizationsurvive indefinitely. (c) With respect The indemnity obligations of Sellers hereunder shall not apply (i) to indemnification the extent that Buyer is compensated for a breach by a Seller the same loss under Buyer's insurance policies in the absence of any representation or warranty contained in Section 5.1indemnity hereunder if the insurers under such policy waive their rights of subrogation with respect thereto; (ii) if the damages to Buyer do not exceed $500,000; and (iii) if such damages exceed $500,000, 6.1, 7.1 or 8.1, Purchaser the indemnity obligations hereunder shall first instruct the Escrow Agent only apply to return to it Indemnity Shares allocable to such Seller in accordance with the first sentence of this Section 14.2(b). To the extent such return in Indemnity Shares does not fully offset the Loss, such Seller shall satisfy the remainder that portion of the Loss by returning damages that exceed such $500,000 threshold and thereafter losses shall be paid up to Purchaser a number maximum of Purchaser Shares equal to the remainder of the Loss divided by the IPO Price until Seller has returned a number of shares equal to the number of Purchaser Shares issued to such Seller. To the extent such Seller and its affiliate transferees no longer owns Purchaser Shares sufficient to satisfy its obligations under the preceding sentence, such Seller shall pay to Purchaser the remainder of the Loss in cash, subject to the limit expressed in the preceding sentence. For greater certainty, in no event shall any Seller be required to return to Purchaser more than such Seller's Purchaser Shares (or the cash equivalent of such Purchaser Shares based on the IPO Price if such Seller no longer owns such Purchaser Shares)$9,750,000. (d) The remedies provided in this Section 14.2 are the exclusive remedy Four hundred forty-four thousand and two hundred dollars ($444,200) of the Purchaser with respect Purchase Price shall be held in escrow pursuant to a mutually acceptable form of escrow agreement, a form of which is attached hereto as EXHIBIT M (the representations, warranties, and covenants, and any other matters covered by this "Post-Closing Escrow Agreement; provided, however, that nothing in this Section 14.2 shall prohibit Purchaser from seeking specific performance or injunctive relief against any Seller or the Partnership in respect of a breach by such Seller or the Partnership of any covenant hereunder; and further provided, that nothing in this Section 14.2 shall limit Purchaser's remedies ") for a breach period of covenant occurring prior to six (6) months after the ClosingClosing as security for the indemnity obligations of Sellers hereunder.

Indemnification by Sellers. (a) Each Seller shallSubject to Section 5.2(b), severally Sellers, jointly and not jointlyseverally, agree promptly to indemnify and hold harmless PurchaserBuyer and, the Companyafter Closing, and each of their respective directors, officers, employees, agents, and representatives, and their respective successors and assigns Companies from and against any Loss incurred or suffered by such Person as a result all costs, demands, expenses, losses, claims, damages and liabilities, including without limitation reasonable attorney fees (collectively, "Buyer's Losses"), arising out of, arising from relating to or in connection with resulting from: (i) a Any inaccuracy in any representation or the breach by such Seller of any representation, warranty, or covenant warranty made by any Seller in or pursuant to this Agreement, any Schedule hereto or document attached to such Schedule or in any Closing document, or (ii) Any failure by any Seller duly to perform or observe any term, provision, covenant, agreement or condition in this Agreement on the part of such Seller to be performed or observed prior to or after the Closing, or (iiiii) a breach by The Stanxxx Xxxsuit (as defined in Schedule 2.15) or the Partnership article published in the Magazine which is the subject of any representationthe Stanxxx Xxxsuit, warranty, or covenant made by the Partnership in this Agreement in favor of Purchaser, in each case solely to the extent provided in Section 14.2(b) but subject any Buyer's Losses arising out of, relating to or resulting from the exceptions in Section 14.2(d)Stanxxx Xxxsuit or such article are not recoverable by the Companies under insurance policies maintained by the Companies prior to closing. (b) Except for a breach by a Indemnification under Sections 5.2(a) is subject to the following limitations: (i) No Seller of any representation or warranty contained shall be obligated to indemnify Buyer unless and until Buyer's Losses exceed $500,000.00, in Section 5.1, 6.1, 7.1 or 8.1, each Seller's sole obligation and Purchaser's sole remedy with respect which case Buyer shall then be entitled to indemnification of the entire amount of Buyer's Losses (i.e., from the first dollar), provided that any amount owed by such any Seller for to Buyer under Sections 1.2 and 5.2(a)(iii) and Buyer's Losses from a breach of a representationSection 2.1(a), warranty 2.2, 2.3 or covenant under Section 14.2(a)(i) 2.10 shall not be for Purchaser counted in determining whether such limitation is satisfied, and Buyer shall have the right to instruct the Escrow Agent recover any such payment without regard to return to Purchaser a number of Indemnity Shares allocable to any such Seller equal to the amount of the applicable Loss divided by the IPO Price until the number of Indemnity Shares allocable to such Seller equals zero. Each Seller's sole obligation and Purchaser's sole remedy with respect to indemnification by such Seller for a breach of a representation, warranty or covenant under Section 14.2(a)(ii) shall be for Purchaser to instruct the Escrow Agent to return to Purchaser a number of Indemnity Shares equal to the amount of the applicable Loss divided by the IPO Price (in accordance with Section 9(D) of the Plan of Recapitalization) until the total number of Indemnity Shares equals zero. If any Indemnity Shares remain after the return thereof pursuant to the preceding sentences, such Indemnity Shares shall be re-allocated among the Sellers in accordance with the Plan of Recapitalization. Any fractional shares among such Indemnity Shares subject to release from escrow under this Section 14.2(b) shall be subject to Section 7 of the Plan of Recapitalizationlimitation. (cii) The aggregate amount of all payments required to be made by any Seller in satisfaction of claims for indemnification pursuant to Section 5.2(a) shall not exceed such Seller's portion of the Purchase Price as set forth in Section 1.2(b)(ii). (iii) With respect to indemnification for a breach by a Seller of any representation or warranty contained in Section 5.1, 6.1, 7.1 or 8.1, Purchaser shall first instruct the Escrow Agent to return to it Indemnity Shares allocable to such Seller in accordance with the first sentence of this Section 14.2(b). To the extent such return in Indemnity Shares does not fully offset the Buyer's Loss, Buyer shall not be entitled to recover from either Levy or Dow Jonex xx excess of such Seller shall satisfy the remainder Seller's Pro Rata Share (as defined below) of the Buyer's Loss by returning to Purchaser until Buyer has obtained a number of Purchaser Shares equal to judgment against the remainder of other (the "Other Seller") for such Buyer's Loss divided by and such judgment remains undischarged, in whole or in part, for thirty (30) days after the IPO Price until Seller has returned a number of shares equal to the number of Purchaser Shares issued to such Seller. To the extent such Seller and its affiliate transferees no longer owns Purchaser Shares sufficient to satisfy its obligations under the preceding sentenceday it is entered, such Seller shall pay to Purchaser the remainder of the Loss in cashwhich case Buyer shall, subject to the limit expressed limitations set forth in the preceding sentence. For greater certaintyforegoing Subsection (b)(ii), be entitled to recover the full amount of the Buyer's Loss without regard to the limitation in no event this Subsection (b)(iii); provided that (A) the limitation in this Subsection (b)(iii) shall not apply if the Other Seller is subject to voluntary or involuntary bankruptcy or insolvency proceedings, has sold substantially all of its or his assets, or has died or otherwise ceased to exist, and (B) any appeal from a judgment against the Other Seller be required shall not abatx xx otherwise impair Buyer's right to return collect the entire amount of the Buyer's Loss without regard to Purchaser more than such Seller's Purchaser Shares the limitation in this Subsection (or b)(iii) subsequent to the cash equivalent thirtieth (30th) day after the entry of such Purchaser Shares based on judgment. "Pro Rata Share" with respect to either Dow Jonex xx Levy xxxll mean a fraction having a numerator equal to the IPO Price if ownership percentage specified in Section 1.2(b) for such Seller no longer owns such Purchaser Shares)and a denominator equal to 98.9173%. (div) The remedies provided in this Section 14.2 are the exclusive remedy of the Purchaser with respect Notwithstanding anything contained herein to the representationscontrary, warranties, and covenants, and no Seller shall be liable for any Buyer's Loss resulting from or relating to the breach of any other matters covered by this Agreement; provided, however, that nothing in this Seller's representations and warranties under Section 14.2 shall prohibit Purchaser from seeking specific performance 2.3 or injunctive relief against any Seller or the Partnership in respect of a breach by such Seller or the Partnership of any covenant hereunder; other Seller's covenants under Sections 4.1 and further provided, that nothing in this Section 14.2 shall limit Purchaser's remedies for a breach of covenant occurring prior to the Closing4.2.

Indemnification by Sellers. (a) Each Seller shallSubject to the provisions of Sections 7.1(b) and 7.3 below, Sellers shall jointly and severally indemnify Purchaser and not jointlyits Affiliates including, indemnify and hold harmless Purchaserwithout limitation, the each Company, and each of their respective directorsstockholders, officers, employeesdirectors, agentsemployees and representatives (each a "Purchaser Indemnitee") against, and representativeshold each Purchaser Indemnitee harmless from, any and all loss, damage, liability, payment, and their respective successors obligation, and assigns from all expenses, including without limitation reasonable legal fees (collectively "Losses"), incurred, suffered, sustained or required to be paid, directly or indirectly, by, or sought to be imposed upon, such Purchaser Indemnitee after the Closing Date resulting from, related to or arising out of (i) any inaccuracy in or breach of any of the representations, warranties or covenants made by Sellers or the Companies in or pursuant to this Agreement or in any agreement, document or instrument executed and against any Loss incurred or suffered by such Person as a result of, arising from delivered pursuant hereto or in connection with (i) a breach by such Seller the Closing of any representation, warranty, or covenant made by such Seller in this Agreement or the transactions contemplated hereunder; and (ii) a breach by the Partnership any severance agreement, settlement arrangement, judgment or other liability or obligation of any representationeither Company with Mr. Xxxxx Xxxxx, warranty, whether claimed or covenant made by the Partnership in this Agreement in favor of Purchaser, in each case solely to the extent provided in Section 14.2(b) but subject to the exceptions in Section 14.2(d)actual. (b) Except for a No Purchaser Indemnitee shall be entitled to indemnification pursuant to this Section 7.1 in respect of an inaccuracy in or breach by a Seller of any representation or warranty contained in Section 5.1, 6.1, 7.1 or 8.1, each Seller's sole obligation and Purchaser's sole remedy (other than with respect to indemnification by such Seller for a breach of a representation, warranty the representations and warranties in Sections 2.2 (Authorization); or covenant under Section 14.2(a)(i2.4 (Capitalization; No Subsidiaries) shall be for Purchaser to instruct the Escrow Agent to return to Purchaser a number of Indemnity Shares allocable to such Seller equal to the amount of the applicable Loss divided by the IPO Price until the number of Indemnity Shares allocable to such Seller equals zero. Each Seller's sole obligation and Purchaser's sole remedy with respect to any breach or inaccuracy of any representation or warranty known by Sellers, or the Companies, prior to Closing), until such time as the Losses of all Purchaser Indemnitees exceed One Hundred Thousand Dollars ($100,000) ("Sellers' Basket") in the aggregate; PROVIDED that all claims by Purchaser Indemnitees for indemnification by such Seller shall accrue in the aggregate until the Losses of all Purchaser Indemnitees exceed the Sellers' Basket and thereupon Sellers shall become obligated to indemnify the Purchaser Indemnitees only for a breach of a representation, warranty or covenant under Section 14.2(a)(ii) shall be for Purchaser to instruct the Escrow Agent to return to Purchaser a number of Indemnity Shares equal to the amount by which all such claims exceed Sellers' Basket. In no event shall Sellers' indemnification obligations in this Section 7.1 in the aggregate exceed One Million Dollars ($1,000,000)("Sellers' Cap"). Sellers' Basket and Sellers' Cap shall not apply to any Losses resulting from, related to or arising out of (i) any liabilities or obligations of either Company to Xxxxx Xxxxx, whether claimed or actual (ii) any claims stemming from inaccuracies in customer owned inventories as represented in Section 2.21 and described on Schedule 2.21, and (iii) any losses related to uncollectibilty of the applicable Loss divided by amounts due Xxxxx-Xxx from Telmark Packaging Corporation, in the IPO Price (in accordance with Section 9(D) principal amount of the Plan of Recapitalization) until the total number of Indemnity Shares equals zero. If any Indemnity Shares remain after the return thereof pursuant to the preceding sentences, such Indemnity Shares shall be re-allocated among the Sellers in accordance with the Plan of Recapitalization. Any fractional shares among such Indemnity Shares subject to release from escrow under this Section 14.2(b) shall be subject to Section 7 of the Plan of Recapitalization$15,330. (c) With Each Purchaser Indemnitee shall promptly give written notice to Sellers of the assertion by any Person of any claim, action, suit or proceeding with respect to which Sellers are obligated to provide indemnification for hereunder; PROVIDED, HOWEVER, that the rights of a breach Purchaser Indemnitee to be indemnified hereunder shall only be affected by a Seller of any representation or warranty contained in Section 5.1, 6.1, 7.1 or 8.1, Purchaser shall first instruct the Escrow Agent failure to return give such notice if and to it Indemnity Shares allocable to such Seller in accordance with the first sentence of this Section 14.2(b). To the extent such return failure prejudices Sellers in Indemnity Shares does not fully offset the Loss, defense of such Seller third party claim. Amounts due with respect to Losses covered by this Section 7.1 shall satisfy the remainder be paid promptly after delivery of reasonably documented written notice of the Loss amount of Losses incurred. Sellers shall have the right, but not the obligation, to contest, defend or litigate, and to retain counsel of their choice in connection with, any claim, action, suit or proceeding by returning any third party alleged or asserted against a Purchaser Indemnitee that is subject to Purchaser a number of Purchaser Shares equal to indemnification by Sellers hereunder, and the remainder of the Loss divided by the IPO Price until Seller has returned a number of shares equal to the number of Purchaser Shares issued to such Seller. To the extent such Seller cost and its affiliate transferees no longer owns Purchaser Shares sufficient to satisfy its obligations under the preceding sentence, such Seller expense thereof shall pay to Purchaser the remainder of the Loss in cash, be subject to the limit expressed in indemnification obligations of Sellers hereunder; PROVIDED, that each Purchaser Indemnitee shall have the preceding sentence. For greater certaintyright and option to participate in, in no event but not control, the defense of such action at its own expense; and PROVIDED, FURTHER, that, (i) if Sellers elect not to defend any such action or (ii) if a Purchaser Indemnitee shall any Seller be required have defenses not available to return Sellers and if counsel to Purchaser more than shall advise in a written opinion that common representation is not appropriate, then such Purchaser Indemnitee shall be entitled, at its option through counsel of its choice, but at Sellers' expense, to assume and control the defense of such action. Neither Sellers, on the one hand, nor any Purchaser Indemnitee, on the other hand, shall be entitled to settle or compromise any such claim, action, suit or proceeding without the prior written consent of such Purchaser Indemnitee or Sellers, as the case may be, which consent shall not be unreasonably withheld. Decisions about counsel and the course of any defense and consents to settlements shall be made by the Representative if Sellers are unable, among themselves, to agree, except that no Seller shall be subject to a settlement which provides for anything but the payment of money or the release of claims without such Seller's Purchaser Shares (or the cash equivalent of such Purchaser Shares based on the IPO Price if such Seller no longer owns such Purchaser Shares)consent. (d) The remedies provided in this Section 14.2 are the exclusive remedy of the Purchaser with respect to the representations, warranties, and covenants, and any other matters covered by this Agreement; provided, however, that nothing in this Section 14.2 shall prohibit Purchaser from seeking specific performance or injunctive relief against any Seller or the Partnership in respect of a breach by such Seller or the Partnership of any covenant hereunder; and further provided, that nothing in this Section 14.2 shall limit Purchaser's remedies for a breach of covenant occurring prior to the Closing.

Indemnification by Sellers. (a) Each Seller shallSeller, severally and but not jointly, shall indemnify and hold harmless Purchaser, the Company, and each of their respective directors, officers, employees, agents, and representatives, and their respective successors and assigns any Purchaser Group Member from and against and shall pay to the relevant Purchaser Group Member the amount of any Loss and all Damages incurred or suffered by such Person as a result of, Purchaser Group Member arising directly or indirectly from or in connection with (i) a any breach by of any representation or warranty of such Seller of any representation, warranty, or covenant made by such Seller contained in this Agreement or (ii) a breach by the Partnership of any representation, warranty, or covenant made by the Partnership in this Agreement in favor of Purchaser, in each case solely to the extent provided in Section 14.2(b) but subject to the exceptions in Section 14.2(d)Article II. (b) Except for a Each Seller, severally but not jointly, shall indemnify and hold harmless each Purchaser Group Member from and against any and all Damages incurred by such Purchaser Group Member arising directly or indirectly from or in connection with: (i) any breach by a Seller or failure of (x) the Sellers to perform any covenants or other obligations of the Sellers contained in this Agreement or any Related Agreement or (y) subject to Section 6.8, any party to the Redemption Agreement to perform any of their respective covenants or other obligations under the Redemption Agreement (provided, however, that indemnification with respect to covenants or other obligations of Grand River shall be limited to breaches or failures occurring prior to the Closing); (ii) any breach of any representation or warranty contained in Section 5.1Article III; (iii) the August 9, 6.1, 7.1 or 8.1, each Seller's sole obligation and Purchaser's sole remedy with respect to indemnification by such Seller for a breach of a representation, warranty or covenant under Section 14.2(a)(i) shall be for Purchaser to instruct 2005 incident in the Escrow Agent to return to Purchaser a number of Indemnity Shares allocable to such Seller equal Welland Canal involving the M/V Mississagi to the amount of the applicable Loss divided by the IPO Price until the number of Indemnity Shares allocable to such Seller equals zero. Each Seller's sole obligation and Purchaser's sole remedy with respect to indemnification by such Seller for a breach of a representation, warranty or covenant under Section 14.2(a)(ii) shall be for Purchaser to instruct the Escrow Agent to return to Purchaser a number of Indemnity Shares equal to the amount of the applicable Loss divided by the IPO Price (in accordance with Section 9(D) of the Plan of Recapitalization) until the total number of Indemnity Shares equals zero. If any Indemnity Shares remain after the return thereof pursuant to the preceding sentences, such Indemnity Shares shall be re-allocated among the Sellers in accordance with the Plan of Recapitalization. Any fractional shares among such Indemnity Shares subject to release from escrow under this Section 14.2(b) shall be subject to Section 7 of the Plan of Recapitalization.extent exceeding $50,000; (civ) With respect to indemnification for a any breach by a Seller of any representation or warranty contained in Section 5.1Article II of the Redemption Agreement; and (a) GR Holdings' failure to have good and valid title to the "Purchase Shares" (as defined in the Redemption Agreement), 6.1(b) the existence of Liens on such Purchase Shares (other than as set forth in the "Seller Disclosure Schedule", 7.1 or 8.1as defined in the Redemption Agreement) and (c) Grand River's failure to have, Purchaser shall first instruct upon completion of the Escrow Agent to return to it Indemnity Shares allocable transactions contemplated by the Redemption Agreement, legal, beneficial, good and valid title to such Seller in accordance with the first sentence Purchase Shares, free and clear of this Section 14.2(b). To the extent such return in Indemnity Shares does not fully offset the Loss, such Seller shall satisfy the remainder of the Loss by returning to Purchaser a number of Purchaser Shares equal to the remainder of the Loss divided by the IPO Price until Seller has returned a number of shares equal to the number of Purchaser Shares issued to such Seller. To the extent such Seller and its affiliate transferees no longer owns Purchaser Shares sufficient to satisfy its obligations under the preceding sentence, such Seller shall pay to Purchaser the remainder of the Loss in cash, subject to the limit expressed in the preceding sentence. For greater certainty, in no event shall any Seller be required to return to Purchaser more than such Seller's Purchaser Shares (or the cash equivalent of such Purchaser Shares based on the IPO Price if such Seller no longer owns such Purchaser Shares)all Liens. (d) The remedies provided in this Section 14.2 are the exclusive remedy of the Purchaser with respect to the representations, warranties, and covenants, and any other matters covered by this Agreement; provided, however, that nothing in this Section 14.2 shall prohibit Purchaser from seeking specific performance or injunctive relief against any Seller or the Partnership in respect of a breach by such Seller or the Partnership of any covenant hereunder; and further provided, that nothing in this Section 14.2 shall limit Purchaser's remedies for a breach of covenant occurring prior to the Closing.

Indemnification by Sellers. (a) Each Seller shallSubject to the provisions of Sections 7.1(b) and 7.3 below, Sellers, shall severally indemnify Purchaser and not jointlyits Affiliates including, indemnify and hold harmless Purchaserwithout limitation, the Company, and each of their respective directorsstockholders, officers, employeesdirectors, agentsemployees and representatives (each a "Purchaser Indemnitee") against, and representativeshold each Purchaser Indemnitee harmless from, any and all loss, damage, liability, payment, and their respective successors obligation, and assigns from all expenses, including without limitation reasonable legal fees (collectively "Losses") , incurred, suffered, sustained or required to be paid, directly or indirectly, by, or sought to be imposed upon, such Purchaser Indemnitee after the Closing Date resulting from, related to or arising out of any inaccuracy in or breach of any of the representations, warranties or covenants made by Sellers or Company in or pursuant to this Agreement or in any agreement, document or instrument executed and against any Loss incurred or suffered by such Person as a result of, arising from delivered pursuant hereto or in connection with (i) a breach by such Seller the Closing of any representation, warranty, or covenant made by such Seller in this Agreement or (ii) a breach by the Partnership of any representation, warranty, or covenant made by the Partnership in this Agreement in favor of Purchaser, in each case solely to the extent provided in Section 14.2(b) but subject to the exceptions in Section 14.2(d)transactions contemplated hereunder. (b) Except for a No Purchaser Indemnitee shall be entitled to indemnification pursuant to this Section 7.1 in respect of an inaccuracy in or breach by a Seller of any representation or warranty contained (other than with respect, to the representations and warranties in Section 5.1, 6.1, 7.1 Sections 2.2 (Authorization); or 8.1, each Seller's sole obligation 2.4 (Capitalization; No Subsidiaries) and Purchaser's sole remedy with respect to any breach or inaccuracy of any representation or warranty known by Sellers, or Company, prior to Closing), until such time as the Losses of all Purchaser Indemnitees exceed Three Hundred Twenty-Five Thousand Dollars ($325,000) ("Sellers' Basket") in the aggregate; provided that all claims by Purchaser Indemnitees for indemnification by such Seller shall accrue in the aggregate until the Losses of all Purchaser Indemnitees exceed the Sellers' Basket and thereupon Sellers shall become obligated to indemnify the Purchaser Indemnitees only for a breach of a representation, warranty or covenant under Section 14.2(a)(i) shall be for Purchaser to instruct the Escrow Agent to return to Purchaser a number of Indemnity Shares allocable to such Seller equal to the amount by which all such claims exceed Sellers' Basket. In no event shall the Indemnitor's indemnification obligations in this Section 7.1 exceed an aggregate of One Million Dollars ($1,000,000), or for any Seller, its proportionate share thereof as determined by the portion of the applicable Loss divided Purchase Price received by or for the IPO Price until the number benefit of Indemnity Shares allocable to such Seller equals zero. Each Seller's sole obligation and Purchaser's sole remedy with respect to indemnification by such Seller for a breach of a representation, warranty or covenant under Section 14.2(a)(ii) shall be for Purchaser to instruct the Escrow Agent to return to Purchaser a number of Indemnity Shares equal to the amount of the applicable Loss divided by the IPO Price (in accordance with Section 9(D) of the Plan of Recapitalization) until the total number of Indemnity Shares equals zero. If any Indemnity Shares remain after the return thereof pursuant to the preceding sentences, such Indemnity Shares shall be re-allocated among the Sellers in accordance with the Plan of Recapitalization. Any fractional shares among such Indemnity Shares subject to release from escrow under this Section 14.2(b) shall be subject to Section 7 of the Plan of RecapitalizationIndemnitor. (c) With respect Each Purchaser Indemnitee shall promptly give written notice to indemnification for a breach Indemnitors of the assertion by a Seller any Person of any representation claim, action, suit or warranty contained in Section 5.1, 6.1, 7.1 or 8.1, Purchaser shall first instruct the Escrow Agent to return to it Indemnity Shares allocable to such Seller in accordance with the first sentence of this Section 14.2(b). To the extent such return in Indemnity Shares does not fully offset the Loss, such Seller shall satisfy the remainder of the Loss by returning to Purchaser a number of Purchaser Shares equal to the remainder of the Loss divided by the IPO Price until Seller has returned a number of shares equal to the number of Purchaser Shares issued to such Seller. To the extent such Seller and its affiliate transferees no longer owns Purchaser Shares sufficient to satisfy its obligations under the preceding sentence, such Seller shall pay to Purchaser the remainder of the Loss in cash, subject to the limit expressed in the preceding sentence. For greater certainty, in no event shall any Seller be required to return to Purchaser more than such Seller's Purchaser Shares (or the cash equivalent of such Purchaser Shares based on the IPO Price if such Seller no longer owns such Purchaser Shares). (d) The remedies provided in this Section 14.2 are the exclusive remedy of the Purchaser proceeding with respect to the representations, warranties, and covenants, and any other matters covered by this Agreementwhich Indemnitors are obligated to provide indemnification hereunder; provided, however, that nothing the rights of a Purchaser Indemnitee to be indemnified hereunder shall only be affected by the failure to give such notice if and to the extent such failure prejudices Indemnitors in the defense of such third party claim. Amounts due with respect to Losses covered by this Section 14.2 7.1 shall prohibit be paid promptly after delivery of reasonably documented written notice of the amount of Losses incurred. Indemnitors shall have the right, but not the obligation, to contest, defend or litigate, and to retain counsel of their choice in connection with, any claim, action, suit or proceeding by any third party alleged or asserted against a Purchaser from seeking specific performance or injunctive relief against any Seller or Indemnitee that is subject to indemnification by Indemnitors hereunder, and the Partnership in respect cost and expense thereof shall be subject to the indemnification obligations of a breach by such Seller or the Partnership of any covenant Indemnitors hereunder; and further provided, that nothing each Purchaser Indemnitee shall have the right and option to participate in, but not control, the defense of such action at its own expense; and provided, further, that, (i) if Indemnitors elect not to defend any such action or (ii) if a Purchaser Indemnitee shall have defenses not available to Indemnitors and if counsel to Purchaser shall advise in this Section 14.2 a written opinion that common representation is not appropriate, then such Purchaser Indemnitee shall limit Purchaserbe entitled, at its option through counsel of its choice, but at Indemnitors' expense, to assume and control the defense of such action. Neither Indemnitors, on the one hand, nor any Purchaser Indemnitee, on the other hand, shall be entitled to settle or compromise any such claim, action, suit or proceeding without the prior written consent of such Purchaser Indemnitee or Indemnitor, as the case may be, which consent shall not be unreasonably withheld. Decisions about counsel and the course of any defense and consents to settlements shall be made by Xxxxxxxxx if Sellers are unable, among themselves, to agree, except that no Seller shall be subject to a settlement which provides for anything but the payment of money or the release of claims without such Seller's remedies for a breach of covenant occurring prior to the Closingconsent.

Indemnification by Sellers. (a) Each Seller shallSubject to the provisions of Sections 7.1(b) and 7.3 below, severally Sellers shall indemnify Purchaser and not jointlyits Affiliates including, indemnify and hold harmless Purchaserwithout limitation, the Company, and each of their respective directorsstockholders, officers, employeesdirectors, agentsemployees and representatives (each, a "Purchaser Indemnitee") against, and representativeshold each Purchaser Indemnitee harmless from, any and all loss, damage, liability, payment, and their respective successors obligation, and assigns from all expenses, including without limitation reasonable legal fees (collectively "Losses"), incurred, suffered, sustained or required to be paid, directly or indirectly, by, or sought to be imposed upon, such Purchaser Indemnitee after the Closing Date resulting from, related to or arising out of (i) any inaccuracy in or breach of any of the representations, warranties or covenants made by any Seller in or pursuant to this Agreement or in any agreement, document or instrument executed and against any Loss incurred or suffered by such Person as a result of, arising from delivered pursuant hereto or in connection with (i) a breach by such Seller the Closing of any representation, warranty, or covenant made by such Seller in this Agreement or the transactions contemplated hereunder; (ii) a breach the operation of the Purchased Assets through the Closing Date; (iii) the Excluded Assets or Excluded Liabilities; and (iv) all other obligations or liabilities based upon or arising out of the conduct of the Business by the Partnership of any representation, warranty, or covenant made by the Partnership in this Agreement in favor of Purchaser, in each case solely Sellers prior to the extent provided Closing. The obligations of Sellers under this Article VII shall be joint and several, with the exception of Xxx Xxxxx whose obligations shall be limited to her interest in Section 14.2(b) but subject to the exceptions in Section 14.2(d)Escrow Deposit. (b) Except for a No Purchaser Indemnitee shall be entitled to indemnification pursuant to this Section 7.1 in respect of an inaccuracy in or breach by a Seller of any representation or warranty contained in Section 5.1, 6.1, 7.1 or 8.1, each Seller's sole obligation and Purchaser's sole remedy (other than with respect to indemnification by such Seller for a breach of a representationthe representations and warranties in Sections 2.2 (Authorization) and Section 2.6 (Property, warranty or covenant under Section 14.2(a)(i) shall be for Purchaser to instruct the Escrow Agent to return to Purchaser a number of Indemnity Shares allocable to such Seller equal to the amount of the applicable Loss divided by the IPO Price until the number of Indemnity Shares allocable to such Seller equals zero. Each Seller's sole obligation Leases and Purchaser's sole remedy Liens), and with respect to indemnification any breach or inaccuracy of any representation or warranty actually known or intended by such any Seller for a breach of a representationprior to Closing, warranty or covenant under Section 14.2(a)(ii) which shall be for Purchaser to instruct the Escrow Agent to return to Purchaser a number of Indemnity Shares equal to the amount of the applicable Loss divided by the IPO Price (in accordance with Section 9(D) of the Plan of Recapitalization) until the total number of Indemnity Shares equals zero. If any Indemnity Shares remain after the return thereof pursuant to the preceding sentences, such Indemnity Shares shall be re-allocated among the Sellers in accordance with the Plan of Recapitalization. Any fractional shares among such Indemnity Shares subject to release from escrow under this Section 14.2(b) shall not be subject to the Selllers' Basket or the Sellers' Cap), until such time as the Losses of all Purchaser Indemnitees exceed Fifty Thousand Dollars ($50,000) ("Sellers' Basket") in the aggregate; provided that all claims by Purchaser Indemnitees for indemnification shall accrue in the aggregate until the Losses of all Purchaser Indemnitees exceed the Sellers' Basket and thereupon Sellers shall become obligated to indemnify the Purchaser Indemnitees only for the amount by which all such claims exceed Sellers' Basket. In no event shall Sellers' indemnification obligations in this Section 7 7.1 exceed an aggregate of the Plan of RecapitalizationFive Hundred Thousand Dollars ($500,000) ("Sellers' Cap"). (c) With respect Each Purchaser Indemnitee shall promptly give written notice to indemnification for a breach Sellers of the assertion by a Seller any Person of any representation claim, action, suit or warranty contained in Section 5.1, 6.1, 7.1 or 8.1, Purchaser shall first instruct the Escrow Agent to return to it Indemnity Shares allocable to such Seller in accordance with the first sentence of this Section 14.2(b). To the extent such return in Indemnity Shares does not fully offset the Loss, such Seller shall satisfy the remainder of the Loss by returning to Purchaser a number of Purchaser Shares equal to the remainder of the Loss divided by the IPO Price until Seller has returned a number of shares equal to the number of Purchaser Shares issued to such Seller. To the extent such Seller and its affiliate transferees no longer owns Purchaser Shares sufficient to satisfy its obligations under the preceding sentence, such Seller shall pay to Purchaser the remainder of the Loss in cash, subject to the limit expressed in the preceding sentence. For greater certainty, in no event shall any Seller be required to return to Purchaser more than such Seller's Purchaser Shares (or the cash equivalent of such Purchaser Shares based on the IPO Price if such Seller no longer owns such Purchaser Shares). (d) The remedies provided in this Section 14.2 are the exclusive remedy of the Purchaser proceeding with respect to the representations, warranties, and covenants, and any other matters covered by this Agreementwhich Sellers is obligated to provide indemnification hereunder; provided, however, that nothing the rights of a Purchaser Indemnitee to be indemnified hereunder shall only be affected by the failure to give such notice if and to the extent such failure prejudices Sellers in the defense of such third party claim. Amounts due with respect to Losses covered by this Section 14.2 7.1 shall prohibit be paid promptly after delivery of reasonably documented written notice of the amount of Losses incurred, subject to the provisions of Section 7.1(b). Sellers shall have the right, but not the obligation, to contest, defend or litigate, and to retain counsel of their choice in connection with, any claim, action, suit or proceeding by any third party alleged or asserted against a Purchaser from seeking specific performance or injunctive relief against any Seller or Indemnitee that is subject to indemnification by Sellers hereunder, and the Partnership in respect cost and expense thereof shall be subject to the indemnification obligations of a breach by such Seller or the Partnership of any covenant Sellers hereunder; and further provided, that nothing each Purchaser Indemnitee shall have the right and option to participate in, but not control, the defense of such action at its own expense; and provided, further, that, (i) if Sellers elect not to defend any such action or (ii) if a Purchaser Indemnitee shall have defenses not available to Sellers and if counsel to Purchaser shall advise in this Section 14.2 a written opinion that common representation is not appropriate, then such Purchaser Indemnitee shall limit Purchaser's remedies for a breach be entitled, at its option through counsel of covenant occurring its choice, but at Sellers' expense, to assume and control the defense of such action. Neither Sellers, on the one hand, nor any Purchaser Indemnitee, on the other hand, shall be entitled to settle or compromise any such claim, action, suit or proceeding without the prior to written consent of such Purchaser Indemnitee or Sellers, as the Closingcase may be, which consent shall not be unreasonably withheld.