Common use of Indemnification by the Buyer Clause in Contracts

Indemnification by the Buyer. (a) Subject to the limitations set forth herein, after Closing, the Buyer shall indemnify and defend the Sellers, their respective Agents and Affiliates, and each of the equityholders, heirs, executors, successors and assigns of any of the foregoing (collectively, the “Seller Indemnitees”) against, and shall hold each Seller Indemnitee harmless from, any Loss suffered or incurred by or imposed on such Seller Indemnitee to the extent resulting from or arising out of (i) any breach of any representation and warranty of the Buyer contained in Article IV of this Agreement or the certificates delivered pursuant to Section 2.8(c)(i)(B), (ii) any breach of the covenants or agreements of the Buyer contained in this Agreement, and (iii) without duplication, any Assumed Liability. In the event that the Buyer may be obligated to indemnify a Seller Indemnitee under both subsection (i) and subsection (iii) of this Section 6.4(a), the Buyer’s obligations under subsection (iii) shall be controlling. (b) The Buyer shall not be liable for (i) any Loss or Losses unless the claim for such Loss or Losses is brought within the Applicable Survival Period, and (ii) any Loss or Losses pursuant to Section 6.4(a)(i) (other than with respect to the Fundamental Representations to which the limitations in this Section 6.4(b) other than the Aggregate Cap shall not apply) unless and until (A) the Loss is a Covered Loss and (B) the aggregate amount of all Covered Losses incurred by the Seller Indemnitees exceeds the Deductible, and then only to the extent that such Covered Losses exceed the Deductible; provided that (1) the cumulative indemnification obligations of the Buyer pursuant to Section 6.4(a)(i) (other than with respect to the Fundamental Representations to which the limitations in this Section 6.4(b) other than the Aggregate Cap shall not apply) shall in no event exceed the 10% Cap in the aggregate and (2) the cumulative indemnification obligations of the Buyer pursuant to Section 6.4(a)(i) and (ii) shall in no event exceed the Aggregate Cap in the aggregate. (c) Except as set forth in Section 2.9, Section 2.11 and Section 7.7, the Sellers acknowledge and agree that its and each Seller Indemnitee’s sole and exclusive remedy with respect to any and all matters arising out of, relating to or connected with this Agreement shall be pursuant to the indemnification provisions set forth in this Article VI; provided that the provisions of this Section 6.4(c) shall not apply in the case of a claim for equitable remedies or intentional fraud. (d) Notwithstanding anything to the contrary herein, the limitations set forth in Section 6.4(b) shall not, in any event, apply to a claim brought pursuant to Section 6.4(a)(iii).

Indemnification by the Buyer. (a) Subject to the limitations set forth hereinterms and conditions of this ARTICLE IX, from and after the Closing, the Buyer shall agrees to reimburse, indemnify and defend hold harmless GM, the other Sellers, and their respective Agents directors, officers, representatives, employees, stockholders, Affiliates and Affiliates, and each of the equityholders, heirs, executors, successors and assigns of any of the foregoing Subsidiaries (collectively, the “"Seller Indemnitees”Indemnified Parties") against, and shall hold each Seller Indemnitee harmless from, against and in respect of any Loss suffered or and all Losses incurred by or imposed on such any Seller Indemnitee to the extent Indemnified Party resulting from or from, arising out of, or that exist or arise due to, any of the following (collectively, "Seller Claims," and together with Buyer Claims, "Claims"): (i) prior to its expiration in accordance with SECTION 9.1, any inaccuracy of any representation or the breach of any representation warranty made by the Buyer in this Agreement; (ii) prior to its expiration in accordance with SECTION 9.1, the breach by the Buyer of any covenant or agreement under this Agreement; (iii) the Assumed Liabilities; (iv) any failure by the Buyer and/or its Affiliates (including the Transferred Subsidiaries) to employ some or all of the Transferred Employees who accept employment with the Buyer on or prior to the Closing Date and warranty become employees of the Buyer contained from and after the Closing Date in Article IV of this Agreement or accordance with the certificates delivered pursuant to Section 2.8(c)(i)(B), Employee Matters Agreement; and (iiv) any breach claim by or payment to a third party resulting from failure by the Buyer to cause itself and/or its Affiliates (including the Transferred Subsidiaries) to be substituted in all respects for the Sellers and their Affiliates, effective as of the covenants or agreements date of the Buyer contained in this such Novation Agreement, in respect of all Guarantees made or provided by the Sellers and their Affiliates (iiior any of them) without duplication, in connection with any Assumed Liability. In the event that the Buyer may be obligated to indemnify a Seller Indemnitee under both subsection (i) and subsection (iii) of this Section 6.4(a), the Buyer’s obligations under subsection (iii) shall be controllingNovation Agreement. (b) The Notwithstanding SECTION 9.3(A), the obligations of the Buyer shall not be liable for pursuant to SECTION 9.3(A)(I) shall: (i) not apply to any Loss or Losses unless the claim for such Loss or Losses is brought within the Applicable Survival Period, and (ii) any Loss or Losses pursuant to Section 6.4(a)(i) (other than with respect to the Fundamental Representations to which the limitations in this Section 6.4(b) other than the Aggregate Cap shall not apply) unless and until (A) the Loss is a Covered Loss and (B) the aggregate amount of all Covered Losses incurred by the Seller Indemnitees exceeds the DeductibleClaims until, and then only to the extent that such Covered Losses exceed the Deductible; provided that (1) the cumulative indemnification obligations of the Buyer pursuant to Section 6.4(a)(i) (other than with respect to the Fundamental Representations to which the limitations in this Section 6.4(b) other than the Aggregate Cap shall not apply) shall in no event exceed the 10% Cap in that, the aggregate and (2) Losses incurred by all Seller Indemnified Parties exceeds the cumulative indemnification obligations of the Buyer pursuant to Section 6.4(a)(i) Basket and (ii) be limited to, and shall in no event exceed the Aggregate Cap in the aggregate. (c) Except as set forth in Section 2.9, Section 2.11 and Section 7.7not exceed, the Sellers acknowledge and agree that its and each Seller Indemnitee’s sole and exclusive remedy with respect to any and all matters arising out of, relating to or connected with this Agreement shall be pursuant to the indemnification provisions set forth in this Article VI; provided that the provisions of this Section 6.4(c) shall not apply in the case of a claim for equitable remedies or intentional fraudCap. (d) Notwithstanding anything to the contrary herein, the limitations set forth in Section 6.4(b) shall not, in any event, apply to a claim brought pursuant to Section 6.4(a)(iii).

Indemnification by the Buyer. (a) Subject to the limitations set forth herein, after Closing, the The Buyer shall indemnify and defend the Sellers, Sellers and their respective Agents and Affiliates, and each of the equityholdersstockholders, heirsmembers, executorsmanagers, officers, directors, employees, agents, successors and assigns of any of the foregoing (collectively, the “Seller Indemnitees”) against, and shall hold each Seller Indemnitee them harmless from, any Loss suffered and all Losses resulting from, arising out of, or incurred by or imposed on such any Seller Indemnitee in connection with, or otherwise with respect to the extent resulting from or arising out of (i) any inaccuracy or breach of any representation and or warranty of made by the Buyer contained in Article IV of this Agreement or any of the certificates delivered pursuant Transaction Documents (without regard and without giving effect to Section 2.8(c)(i)(Bany “materiality”, “material adverse effect” or similar qualification contained in any such representation or warranty), ; (ii) any breach of the covenants or agreements of failure by the Buyer contained in this Agreementto timely perform, pay and discharge the Assumed Liabilities; and (iii) without duplication, any Assumed Liability. In the event that breach by the Buyer may be obligated of any covenant or agreement contained in this Agreement or any of the Transaction Documents (without regard and without giving effect to indemnify a Seller Indemnitee under both subsection (i) and subsection (iii) of this Section 6.4(aany “materiality”, “material adverse effect” or similar qualification contained in any such covenant or agreement), the Buyer’s obligations under subsection (iii) shall be controlling. (b) The Buyer shall not be liable for any Losses pursuant to Section 6.3(a)(i): (i) with respect to any Loss or Losses unless and until the claim for such Loss amount of Losses arising from any matter or Losses is brought within series of matters relating to the Applicable Survival Periodsame underlying fact, circumstances, action or event exceeds $25,000; and (ii) any Loss or Losses pursuant to Section 6.4(a)(i) (other than with respect to the Fundamental Representations to which the limitations in this Section 6.4(b) other than the Aggregate Cap shall not apply) unless and until (A) the Loss is a Covered Loss and (B) the aggregate amount of all Covered Losses incurred by the Seller Indemnitees under Section 6.3(a)(i) exceeds $1,500,000, after which the Deductible, and then Buyer shall be liable only for Losses in excess of $1,500,000 (subject to the extent that such Covered Losses exceed the Deductible; provided that (1) the other limitations herein). The cumulative indemnification obligations obligation of the Buyer pursuant to under Section 6.4(a)(i) (other than with respect to the Fundamental Representations to which the limitations in this Section 6.4(b) other than the Aggregate Cap shall not apply6.3(a)(i) shall in no event exceed the 10% Cap $22,350,000. The limitations in the aggregate and (2) the cumulative indemnification obligations of the Buyer pursuant to this Section 6.4(a)(i) and (ii6.3(b) shall in no event exceed the Aggregate Cap in the aggregate. (c) Except as set forth in Section 2.9, Section 2.11 and Section 7.7, the Sellers acknowledge and agree that its and each Seller Indemnitee’s sole and exclusive remedy with respect not apply to Losses related to any and all matters arising out of, relating to or connected with this Agreement shall be pursuant to the indemnification provisions set forth Fundamental Representation. The limitations in this Article VI; provided that the provisions of this Section 6.4(c6.3(b) shall not apply in the case of a claim for equitable remedies willful breach or intentional fraud.fraud and shall not limit the indemnification otherwise available under other provisions of Section 6.3. 66 (dc) Notwithstanding anything this Section 6.3(c) or any other provision of this Agreement to the contrary hereincontrary, the limitations set forth Buyer shall not have any indemnification obligations to the Seller Indemnitees for (i) any punitive damages, except to the extent such damages are included in Section 6.4(bany action by a third party against a Seller Indemnitee for which such Seller Indemnitee is entitled to indemnification hereunder or (ii) shall notfor incidental, consequential, special or indirect damages, or any claims for Losses based on diminution of value, lost revenues or profits, down time, reduction in value or loss of anticipated savings, however caused or on any theory, in any event, apply to a claim brought pursuant to Section 6.4(a)(iii)excess of $500,000.

Indemnification by the Buyer. (ai) Subject to the limitations terms, conditions and limits set forth hereinin this Section 9.1, from and after the Closing, the Buyer shall indemnify agrees to indemnify, defend and defend hold the SellersSeller, the Owners and their respective Agents Affiliates and Affiliatestheir respective officers, directors, partners, equity holders, stockholders, employees, agents and each of representatives (the equityholders, heirs, executors, successors "Owners Indemnified Persons") harmless from and assigns in -------------------------- respect of any of the foregoing (collectivelyand all Losses asserted against or paid, the “Seller Indemnitees”) against, and shall hold each Seller Indemnitee harmless from, any Loss suffered or incurred by any Owners Indemnified Persons which, directly or imposed on such Seller Indemnitee to the extent resulting from or arising indirectly, arise out of or result from: (iA) the breach of any representation or warranty of the Buyer or ICL set forth in this Agreement; (B) any breach of any representation and warranty covenant or agreement of the Buyer contained in Article IV of this Agreement or the certificates delivered pursuant to Section 2.8(c)(i)(B), (ii) any breach of the covenants or agreements of the Buyer ICL contained in this Agreement, and ; (iiiC) without duplication, any Assumed Liability. In ; (D) the event that enforcement by an Owners Indemnified Person of its indemnification rights under this Agreement against the Buyer may be obligated or ICL; and (I) any Unknown Environmental Liabilities that would have been subject to indemnify a Seller Indemnitee under both subsection (iindemnification by the Owners pursuant to this Article IX but for the provisions of Section 9.1(a)(iii) and subsection (iiiII) of this Section 6.4(a), the Buyer’s obligations under subsection (iii) shall be controllingBuyer Environmental Liabilities. (bii) The Anything to the contrary contained herein notwithstanding, (A) none of the Owners Indemnified Persons shall be entitled to recover from the Buyer shall not be liable for (i) any Loss or Losses unless the claim for such Loss or indemnity in respect of Losses is brought within the Applicable Survival Period, and (ii) any Loss or Losses pursuant to arising under Section 6.4(a)(i) (other than with respect to the Fundamental Representations to which the limitations in this Section 6.4(b) other than the Aggregate Cap shall not apply9.1(b)(i)(A) unless and until (A) the Loss is a Covered Loss and (B) the aggregate amount of all Covered Losses incurred by the Seller Indemnitees exceeds the Deductibleuntil, and then only to the extent that, the total amount of all such claims in respect of such Losses exceeds three million dollars ($3,000,000) (the "Buyer Basket"), and in such event only to the amount of such ------------ excess, provided that, in calculating whether the Buyer Basket has been -------- ---- exceeded, only individual claims or groups of related claims for Losses in excess of the Minimum Claim Amount shall be considered, provided, -------- further, that such Covered after the Buyer Basket has been exceeded the Buyer shall ------- be liable for any Losses exceed the Deductible; provided that (1under Section 9.1(b)(i)(A) the cumulative indemnification obligations in excess of the Buyer pursuant Basket; and (B) the Owners Indemnified Persons shall not be entitled to Section 6.4(a)(irecover from the Buyer, nor shall the Buyer be responsible to pay, more than fifty million dollars ($50,000,000) (other than with the "Buyer Cap") --------- for any and all indemnifiable claims for indemnity in respect to of Losses arising under Section 9.1(b)(i)(A); provided, however, that none of the Fundamental Representations to which -------- ------- Buyer Basket or the limitations in this Section 6.4(b) other than the Aggregate Buyer Cap shall not apply) shall in no event exceed the 10% Cap in the aggregate and (2) the cumulative indemnification obligations of the Buyer pursuant to Section 6.4(a)(i) and (ii) shall in no event exceed the Aggregate Cap in the aggregate. (c) Except as set forth in Section 2.9, Section 2.11 and Section 7.7, the Sellers acknowledge and agree that its and each Seller Indemnitee’s sole and exclusive remedy apply with respect to any Losses arising under Sections 9.1(b)(i)(B), (C), (D) or (E) or Sections 4.1, 4.2 or 4.6 or in respect of fraud or intentional and all matters arising out of, relating to or connected with this Agreement shall be pursuant to the indemnification provisions set forth in this Article VI; provided that the provisions of this Section 6.4(c) shall not apply in the case wrongful breach of a claim for equitable remedies representation or intentional fraudwarranty. (d) Notwithstanding anything to the contrary herein, the limitations set forth in Section 6.4(b) shall not, in any event, apply to a claim brought pursuant to Section 6.4(a)(iii).

Indemnification by the Buyer. (a) Subject to the limitations set forth herein, after Closing, the The Buyer shall indemnify and defend the SellersSellers and, as applicable, their respective Agents and Affiliates, and each of the equityholdersrepresentatives, trustees, heirs, executors, successors and assigns of any of the foregoing (collectively, the “Seller Indemnitees”) against, and shall hold each Seller Indemnitee them harmless from, any Loss and all Losses suffered or incurred by or imposed on such any Seller Indemnitee to the extent resulting from or arising out of or resulting from: (i) any inaccuracy or breach or failure of any representation and or warranty made by the Buyer in this Agreement, any of the Buyer contained Ancillary Agreements or in Article IV any certificate or other document furnished or to be furnished to the Sellers in connection with the Contemplated Transactions to be true and correct in all respects as of this Agreement or the certificates delivered pursuant to Section 2.8(c)(i)(B), date hereof and at and as of the Closing Date; (ii) any breach of by the covenants Buyer or agreements failure of the Buyer to perform any covenant, obligation or other agreement contained in this Agreement, and any of the Ancillary Agreements, or in any Certificate or other documents furnished or to be furnished to the Sellers in connection with the Contemplated Transactions; (iii) without duplication, any Assumed Liability. In the event that liability arising from any Form 8-K filed by the Buyer may be obligated in accordance with Section 7.6, except to indemnify the extent such liability arises from or is related to a Seller Indemnitee breach of a representation or warranty under both subsection this Agreement by a Seller, Parent or any Acquired Company, and (iiv) and subsection (iii) any Loss related, directly or indirectly, to the ownership or operation of Parent or any of the Acquired Companies following the Closing. Notwithstanding anything in this Section 6.4(a)Agreement to the contrary, the Buyer’s obligations under subsection (iii) shall be controlling. (b) The Buyer shall not be liable for (i) any Loss or Losses unless the claim for such Loss or Losses is brought within the Applicable Survival Period, and (ii) any Loss or Losses pursuant to Section 6.4(a)(i) (other than with respect to the Fundamental Representations to which the limitations in this Section 6.4(b) other than the Aggregate Cap shall not apply) 10.5 unless and until (A) such individual claim for Loss, or series of related claims, exceed the Loss is a Covered Loss De Minimis Threshold and further, (B) and the aggregate amount of total claims for all Covered Losses incurred made by the Seller Indemnitees under Section 10.5 exceeds the Deductible, and then only to the extent that such Covered Losses exceed the Deductible; provided that (1) the cumulative indemnification obligations of the Buyer pursuant to Section 6.4(a)(i) (other than with respect to the Fundamental Representations to which the limitations in this Section 6.4(b) other than the Aggregate Cap shall not apply) shall in no event exceed the 10% Cap $2,000,000 in the aggregate and (2) the cumulative indemnification obligations of “Buyer Basket”), in which event the Buyer pursuant to Section 6.4(a)(i) and (ii) shall in no event exceed the Aggregate Cap in the aggregate. (c) Except as set forth in Section 2.9, Section 2.11 and Section 7.7, the Sellers acknowledge and agree that its and each Seller Indemnitee’s sole and exclusive remedy with respect to any and all matters arising out of, relating to or connected with this Agreement shall be pursuant to liable for all such Losses from the indemnification provisions set forth in this Article VIfirst dollar above $2,000,000; provided that the provisions of this Section 6.4(c) Buyer Basket shall not apply in to any Losses arising from the case inaccuracy or breach of a claim Sections 6.1, 6.2, 6.4 or 6.5. The aggregate liability of the Buyer for equitable remedies or intentional fraudindemnifiable Losses under Section 10.5 shall not exceed the Escrow Amount. (d) Notwithstanding anything to the contrary herein, the limitations set forth in Section 6.4(b) shall not, in any event, apply to a claim brought pursuant to Section 6.4(a)(iii).

Indemnification by the Buyer. (a) Subject to the limitations set forth herein, after Closing, the The Buyer shall indemnify and defend the Sellers, Seller and its Affiliates and their respective Agents and Affiliatesstockholders, and each of the equityholdersmembers, heirsmanagers, executorsofficers, directors, employees, agents, successors and assigns of any of the foregoing (collectively, the “Seller Indemnitees”) against, and shall hold each Seller Indemnitee them harmless from, any Loss suffered and all Losses resulting from, arising out of, or incurred by or imposed on such any Seller Indemnitee to the extent resulting from in connection with, or arising out of otherwise with respect to: (i) any inaccuracy or breach of any representation and or warranty of the Buyer contained in Article IV of this Agreement or any of the certificates delivered pursuant Ancillary Agreements (without regard and without giving effect to Section 2.8(c)(i)(Bany “materiality”, “material adverse effect” or similar qualification contained in any such representation or warranty), ; (ii) any breach breach, non-compliance, violation or non-fulfillment of the covenants any covenant or agreements agreement of the Buyer contained in this AgreementAgreement or any of the Ancillary Agreements (without regard and without giving effect to any “materiality”, and “material adverse effect” or similar qualification contained in any such covenant or agreement); (iii) without duplicationany fees, expenses or other payments incurred or owed by the Buyer or its Affiliates to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement and the Ancillary Agreements; and (iv) any Assumed Liability. In the event that the Buyer may be obligated to indemnify a Seller Indemnitee under both subsection (i) and subsection (iii) of this Section 6.4(a), the Buyer’s obligations under subsection (iii) shall be controllingLiabilities. (b) The Buyer shall not be liable for (i) any Loss or Losses unless the claim for such Loss or Losses is brought within the Applicable Survival Period, and (ii) any Loss or Losses pursuant to Section 6.4(a)(i6.3(a)(i) (other than with respect to the Fundamental Representations to which the limitations in this Section 6.4(b) other than the Aggregate Cap shall not applyDollar One Representations) unless and until (A) the Loss is a Covered Loss and (B) the aggregate amount of all Covered Losses incurred by the Seller Indemnitees under Section 6.3(a)(i) exceeds the DeductibleCushion Amount, and then only then, subject to the extent that such Covered terms and conditions hereof, the Buyer shall pay to the Seller the amount by which the Losses exceed the DeductibleCushion Amount; provided that (1) the cumulative indemnification obligations obligation of the Buyer pursuant to under Section 6.4(a)(i6.3(a)(i) (other than with respect to the Fundamental Representations to which the limitations in this Section 6.4(b) other than the Aggregate Cap shall not applyRepresentations) shall in no event exceed $5,000,000. The foregoing limitations shall not apply (i) to the 10% Cap in the aggregate and (2) the cumulative indemnification obligations payment of the Buyer pursuant to Section 6.4(a)(iPurchase Price (as adjusted) and and/or the Earnout Amount by the Buyer, or (ii) shall in no event exceed the Aggregate Cap in the aggregate. (c) Except as set forth in Section 2.9, Section 2.11 and Section 7.7, the Sellers acknowledge and agree that its and each Seller Indemnitee’s sole and exclusive remedy with respect to any and all matters arising out of, relating to or connected with this Agreement shall be pursuant to the indemnification provisions set forth in this Article VI; provided that the provisions of this Section 6.4(c) shall not apply in the case of a claim for equitable remedies willful or intentional breach, gross negligence or fraud. (d) Notwithstanding anything to the contrary herein, the limitations set forth in Section 6.4(b) shall not, in any event, apply to a claim brought pursuant to Section 6.4(a)(iii).

Indemnification by the Buyer. (a) Subject to Notwithstanding the limitations set forth herein, after Closing---------------------------- Closing or the delivery of the Purchased Property, the Buyer shall indemnify and defend agree to fully defend, save and hold the SellersSeller, any Affiliate of the Seller and their respective Agents directors, officers and Affiliates, and each of employees (the equityholders, heirs, executors, successors and assigns of any of the foregoing (collectively, the “"Seller Indemnitees”) against"), and shall hold each ------------------ harmless if any Seller Indemnitee harmless from, shall at any Loss suffered time or incurred by or imposed on such Seller Indemnitee from time to the extent resulting from or time suffer any Losses arising out of or resulting from, or shall pay or become obligated to pay any sum on account of, any Buyer's Event of Breach, including without limitation, any Buyer's Event of Breach resulting from a third party claim. As used herein, "Buyer's Event of Breach" shall be and mean any one or more of the ----------------------- following: (ia) any untruth or inaccuracy in any representation of the Buyer or the breach of any representation and warranty of the Buyer contained in Article IV of this Agreement or the certificates delivered pursuant to Section 2.8(c)(i)(B), (ii) any breach of the covenants or agreements of the Buyer contained in this Agreement, and (iii) without duplication, any Assumed Liability. In the event that the Buyer may be obligated to indemnify a Seller Indemnitee under both subsection (i) and subsection (iii) of this Section 6.4(a), the Buyer’s obligations under subsection (iii) shall be controlling.; (b) The Buyer shall not be liable for (i) any Loss or Losses unless the claim for such Loss or Losses is brought within the Applicable Survival Period, and (ii) any Loss or Losses pursuant to Section 6.4(a)(i) (other than with respect to the Fundamental Representations to which the limitations in this Section 6.4(b) other than the Aggregate Cap shall not apply) unless and until (A) the Loss is a Covered Loss and (B) the aggregate amount of all Covered Losses incurred by the Seller Indemnitees exceeds the Deductible, and then only to the extent that such Covered Losses exceed the Deductible; provided that (1) the cumulative indemnification obligations failure of the Buyer pursuant duly to Section 6.4(a)(i) (other than with respect to the Fundamental Representations to which the limitations perform or observe any term, provision, covenant, agreement or condition contained in this Section 6.4(b) other than Agreement on the Aggregate Cap shall not apply) shall in no event exceed the 10% Cap in the aggregate and (2) the cumulative indemnification obligations part of the Buyer pursuant to Section 6.4(a)(i) and (ii) shall in no event exceed the Aggregate Cap in the aggregate.be performed or observed; and (c) Except as set forth in any claim or cause of action by any party against any Seller Indemnitees with respect to Assumed Liabilities; provided, however, that the Buyer shall have no obligation to make any payment -------- ------- under Section 2.9, Section 2.11 and Section 7.7, the Sellers acknowledge and agree that its and each Seller Indemnitee’s sole and exclusive remedy 11.3(a) with respect to any and representation and/or warranty made in good faith without actual knowledge or notice of falsity unless the aggregate amount to which all matters arising out ofSeller Indemnities are entitled by reason of all such claims under Section 11.3(a) exceeds $100,000; provided, relating to or connected with this Agreement shall be pursuant to the indemnification provisions set forth in this Article VI; provided further, however, that the provisions aggregate liability of this the Buyer under Section 6.4(c11.3(a) shall not apply in the case of a claim for equitable remedies or intentional fraudexceed $1,000,000. (d) Notwithstanding anything to the contrary herein, the limitations set forth in Section 6.4(b) shall not, in any event, apply to a claim brought pursuant to Section 6.4(a)(iii).

Indemnification by the Buyer. (a) Subject to the limitations set forth herein, after Closing, the Closing the Buyer shall indemnify Parent, the Sellers and defend the Sellers, their respective Agents and equityholders, controlling persons, shareholders, Affiliates, Representatives, members, managers and each of the equityholders, heirs, executors, successors and assigns of any of the foregoing general or limited partners (collectively, the “Seller Indemnitees”) against, and shall save and hold each the Seller Indemnitee Indemnitees harmless fromfrom and pay on behalf of or reimburse the Seller Indemnitees for, any Loss suffered resulting from, arising out of, relating to, or incurred by the Seller Indemnitees in connection with, or imposed on such Seller Indemnitee to the extent resulting from or arising out of otherwise with respect to: (iA) any breach of any representation and or warranty made by Buyer in Article V, or in any certificate with respect thereto delivered by the Buyer hereunder; (B) any breach of any covenant or agreement of the Buyer to be performed prior to the Closing, contained in Article IV this Agreement; (C) any breach of any covenant or agreement of the Buyer to be performed following the Closing, contained in this Agreement or the certificates delivered Agility Business Transfer Agreements; and (D) any Assumed Liabilities (provided that Parent shall not be entitled to indemnification under this Section 9.3(a)(D) to the extent that any Buyer Indemnitee is entitled to indemnification pursuant to Section 2.8(c)(i)(B9.2), (ii) any breach of the covenants or agreements of the Buyer contained in this Agreement, and (iii) without duplication, any Assumed Liability. In the event that the Buyer may be obligated to indemnify a Seller Indemnitee under both subsection (i) and subsection (iii) of this Section 6.4(a), the Buyer’s obligations under subsection (iii) shall be controlling. (b) The Buyer shall not be liable for (i) any Loss or Losses pursuant to Section 9.3(a): (i) unless the claim for such Loss or Losses is brought within the Applicable Survival Period, and (ii) with respect to any claim under Section 9.3(a)(A) or (B) (other than any Loss or Losses pursuant arising from or related to Section 6.4(a)(i) (other than with respect to the any breach of any Fundamental Representations to which the limitations in this Section 6.4(b) other than the Aggregate Cap shall not apply) Representation), unless and until (A) the Loss is a Covered Loss Loss, in which case the Buyer shall be required to indemnify the Seller Indemnitees for the full amount of such Losses from and including the first dollar of such Losses and (Biii) with respect to any claim under Section 9.3(a)(A) (other than any Loss or Losses arising from or related to any breach of any Fundamental Representation), unless and until the aggregate amount of all Covered Losses incurred by any Seller Indemnitee, subject to the Seller Indemnitees other limitations set forth herein, in connection with any claim under Section 9.3(a)(A) exceeds the Deductible, and then only to the extent that such Covered Losses exceed the Deductible; provided provided, that the cumulative indemnification obligation of the Buyer with respect to any Loss or Losses arising under Section 9.3(a)(A) (1) other than any Loss or Losses arising under any breach of any Fundamental Representation), or under or Section 9.3(a)(B), shall in no event exceed the Indemnity Cap; provided, further, that the cumulative indemnification obligations of the Buyer pursuant to Section 6.4(a)(i) (other than under this Article IX, with respect to the any Loss or Losses (including without limitation with respect to any Losses arising under any Fundamental Representations to which the limitations in this or under Section 6.4(b9.3(a)(C) other than the Aggregate Cap shall not apply) or (D)), shall in no event exceed an amount equal to (x) the 10% Cap Base Purchase Price, less (y) the amount of cash included in the aggregate Purchased Assets and (2) taken into account in calculating the cumulative indemnification obligations of the Buyer pursuant to Section 6.4(a)(i) and (ii) shall in no event exceed the Aggregate Cap in the aggregateClosing Working Capital. (c) Except as set forth in Section 2.9Parent acknowledges and agrees that, Section 2.11 should the Closing occur, its equityholders’, controlling persons’, shareholders’, Affiliates’, Representatives’, members’, managers’ and Section 7.7, the Sellers acknowledge and agree that its and each Seller Indemnitee’s general or limited partners’ sole and exclusive remedy with respect to any and all matters arising out of, relating to or connected with this Agreement Agreement, the Buyer and its assets and liabilities and the transactions contemplated hereby shall be pursuant to the indemnification provisions set forth in this Article VI; provided that IX (except (i) as set forth in Section 2.4, Section 10.8 and Section 10.15, (ii) any claim under the provisions of this Section 6.4(cTransition Services Agreement or any other Contract entered into in connection with the Closing or (iii) shall not apply in the case of an intentional or willful misrepresentation of material facts by the Buyer with the intention that Parent rely thereon or the intentional or willful omission or concealment of a claim for equitable remedies or intentional fraud. (d) Notwithstanding anything material fact that the Buyer knows would be material to the contrary herein, the limitations set forth in Section 6.4(b) shall not, in any event, apply to a claim brought pursuant to Section 6.4(a)(iiiParent).

Indemnification by the Buyer. (a) Subject to the limitations set forth hereinprovisions of this Article VIII, after Closingincluding the provisions of Section 8.3(b) and Section 8.7, the Buyer shall indemnify hereby agrees, from and after the Closing, to indemnify, defend and hold harmless the Sellers and their respective Representatives and their heirs, successors and permitted assigns, each in its capacity as such (the “Seller Indemnified Parties”) from, against and in respect of any Losses imposed on, sustained, incurred or suffered by, or asserted against, any of the Seller Indemnified Parties, whether in respect of third-party claims, claims among the Buyer and the Sellers, their respective Agents and Affiliatesor otherwise, and each of the equityholdersdirectly or indirectly relating to, heirs, executors, successors and assigns of any of the foregoing (collectively, the “Seller Indemnitees”) against, and shall hold each Seller Indemnitee harmless from, any Loss suffered or incurred by or imposed on such Seller Indemnitee to the extent resulting from or arising out of or resulting from (i) any breach of any representation and or warranty of made by the Buyer or the Parent contained in Article IV of this Agreement or any Ancillary Agreement for the certificates delivered pursuant to Section 2.8(c)(i)(B)period such representation or warranty survives, or (ii) any breach breach, violation or non-fulfillment of the covenants a covenant or agreements agreement of the Buyer or the Parent contained in this Agreement or any Ancillary Agreement, and (iii) without duplication, any Assumed Liability. In the event that the Buyer may be obligated to indemnify a Seller Indemnitee under both subsection (i) and subsection (iii) of this Section 6.4(a), the Buyer’s obligations under subsection (iii) shall be controlling. (b) The Buyer shall not be liable to indemnify the Seller Indemnified Parties under Section 8.3(a)(i) for (i) any Loss or Losses unless the claim for such Loss or Losses is brought within the Applicable Survival Period, and (ii) any Loss or Losses pursuant to Section 6.4(a)(i) (other than with respect to the Fundamental Representations to which the limitations in this Section 6.4(b) other than the Aggregate Cap shall not apply) unless and until (A) the Loss is a Covered Loss and (B) the aggregate amount of all Covered such Losses incurred by exceeds the Aggregate Indemnity Threshold, in which case the Buyer shall be liable only for such Losses as are in excess of the Basket, all Losses below the Basket being for the account of the Seller Indemnitees exceeds Indemnified Parties; provided, however, that the Deductiblerepresentations and warranties contained in Sections 5.1 (Organization of Buyer), 5.2 (Authorization) and then only 5.5 (Binding Effect) shall not be subject to such limitations. Notwithstanding anything to the extent that such Covered Losses exceed the Deductible; provided that (1) the cumulative indemnification obligations of contrary in this Agreement, the Buyer shall not have any liability or obligation to the Seller Indemnified Parties, pursuant to Section 6.4(a)(i) (other than with respect the indemnification provisions of this Article VIII, or otherwise to the Fundamental Representations Sellers under this Agreement, for any Losses in excess of an amount equal to which the limitations in this Section 6.4(b) other than the Aggregate Cap shall not apply) shall in no event exceed the 10% Cap Indemnity Cap, except in the aggregate and cases of Willful Misconduct (2) the cumulative indemnification obligations of the Buyer pursuant to Section 6.4(a)(i) and (ii) shall in no event exceed the Aggregate Cap in the aggregate. (c) Except as set forth in Section 2.98.12), Section 2.11 breach of the covenants of the Buyer and/or the Parent contained in Sections 6.4(d), 6.14, 6.15, and Section 7.7, the Sellers acknowledge and agree that its and each Seller Indemnitee’s sole and exclusive remedy with respect to any and all matters arising out of, relating to or connected with this Agreement shall be pursuant 6.16 (but only to the indemnification provisions set forth in this Article VI; provided that extent the applicable underlying obligation is uncapped), or breach of the provisions of this Section 6.4(c) shall not apply in the case of a claim for equitable remedies or intentional fraudMutual Release. (d) Notwithstanding anything to the contrary herein, the limitations set forth in Section 6.4(b) shall not, in any event, apply to a claim brought pursuant to Section 6.4(a)(iii).

Indemnification by the Buyer. (a) Subject The Buyer agrees to the limitations set forth herein, after Closing, the Buyer shall ---------------------------- indemnify and defend the Sellers, their respective Agents hold harmless each Shareholder Group Member from and Affiliates, against any and each of the equityholders, heirs, executors, successors all Loss and assigns of any of the foregoing (collectively, the “Seller Indemnitees”) against, and shall hold each Seller Indemnitee harmless from, any Loss suffered or Expense incurred by or imposed on such Seller Indemnitee to the extent resulting from Shareholder Group Member in connection with or arising out of from: (i) any breach by the Buyer or Mergerco of any of their covenants in this Agreement or in the Other Acquisition Agreements; (ii) any failure by the Buyer or Mergerco to perform any of their obligations in this Agreement or in the Other Acquisition Agreements; (iii) any breach of any warranty or the inaccuracy of any representation and of the Buyer or Mergerco contained or referred to in this Agreement or in any certificate delivered by or on behalf of the Buyer or Mergerco pursuant hereto; or (iv) any breach of any warranty or the inaccuracy of any representation of the Buyer contained or referred to in Article IV the Other Acquisition Agreements or in any certificate delivered by or on behalf of this Agreement or the certificates delivered Buyer pursuant to Section 2.8(c)(i)(B), (ii) any breach of the covenants or agreements of the Buyer contained in this Agreement, and (iii) without duplication, any Assumed Liability. In the event that the Buyer may be obligated to indemnify a Seller Indemnitee under both subsection (i) and subsection (iii) of this Section 6.4(a), the Buyer’s obligations under subsection (iii) shall be controllingthereto. (b) The Notwithstanding the foregoing Section 10.2(a), the Buyer shall not --------------- be liable for required to indemnify and hold harmless under clauses (iiii) any Loss or Losses unless the claim for such Loss or Losses is brought within the Applicable Survival Period, and (iiiv) any Loss or Losses pursuant to of Section 6.4(a)(i10.2(a) (other than with respect to the Fundamental Representations to which the limitations in this Section 6.4(bLosses and Expenses (without duplication) other than the Aggregate Cap shall not apply) unless and until (A) the Loss is a Covered Loss and (B) the aggregate amount of all Covered Losses --------------- incurred by the Seller Indemnitees exceeds the Deductible, Shareholder Group Members only if such Losses and then only to the extent that such Covered Expenses (together with any Losses exceed the Deductible; provided that and Expenses incurred by Shareholder Group Members under clauses (1) the cumulative indemnification obligations of the Buyer pursuant to Section 6.4(a)(i) (other than with respect to the Fundamental Representations to which the limitations in this Section 6.4(b) other than the Aggregate Cap shall not apply) shall in no event exceed the 10% Cap in the aggregate and (2) the cumulative indemnification obligations of the Buyer pursuant to Section 6.4(a)(iiii) and (iiiv) shall in no event of Section 10.2(a) of the Other Acquisition Agreements) exceed the Aggregate Cap $600,000 in the aggregate, but if in excess of such amount, then for the entire amount of such Losses and Expense without deduction. (c) Except The indemnification provided for in this Section 10.2 shall ------------ terminate two years after the Closing Date (and no claims shall be made by any Shareholder Group Member under this Section 10.2 thereafter), except that the indemnification by the Buyer shall continue as to: (i) the covenants of the Buyer set forth in Sections 7.2, ------------ 7.4, 7.5, 7.6 and 7.7, as to all of which no time limitation --- --- --- --- shall apply; (ii) the covenants of the Buyer set forth in Sections 7.2, 7.4, 7.5, 7.6 and 7.7 in the Other Acquisition Agreements and the matter in clause (v) of Section 10.2(a) and the covenants of the Buyer set forth in Section 2.97.8 of the Emson Acquisition Agreement, Section 2.11 and Section 7.7, as to all of which no time limitation shall apply; (iii) the Sellers acknowledge and agree that its and each Seller Indemnitee’s sole and exclusive remedy with respect to any and all matters arising out of, relating to or connected with this Agreement shall be pursuant to covenants of the indemnification provisions Buyer set forth in Article IX as ---------- to which the indemnification provided for in this Section 10.2 ------------ shall terminate thirty (30) days after the expiration of all applicable statutes of limitations (taking into account any extensions or tollings thereof); (iv) the covenants of the Buyer set forth in Article IX in the Other Acquisition Agreements as to which the indemnification provided for in this Section 10.2 shall terminate thirty (30) ------------ days after the expiration of all applicable statutes of limitations (taking into account any extensions or tollings thereof); and (v) any Loss or Expense of which any Shareholder Group Member have notified the Buyer in accordance with the requirements of Section 10.3 on or prior to the date such ------------ indemnification would otherwise terminate in accordance with this Section 10.2, as to which the obligation of the Buyer shall ------------ continue until the liability of the Buyer shall have been determined pursuant to this Article VI; provided that X, and the provisions Buyer shall have --------- reimbursed all the Shareholder Group Members for the full amount of such Loss and Expense in accordance with this Section 6.4(c) shall not apply in the case of a claim for equitable remedies or intentional fraud.Article X. --------- (d) Notwithstanding anything to It is understood and agreed by the contrary hereinparties that in determining the amount of any Losses or Expenses (but not for purposes of determining whether any breach, the limitations set forth in Section 6.4(bfailure or inaccuracy has arisen) shall not, in any event, apply to a claim brought incurred by Shareholder Group Members pursuant to this Section 6.4(a)(iii)10.2, any "materiality," "Material ------------ Adverse Effect" or like qualifiers shall not be taken into account.

Indemnification by the Buyer. (a) Subject to the limitations set forth hereincon- ----------------------------- tained in this Article 6, after ClosingBuyer will indemnify, defend, protect, and hold harm- less the Buyer shall indemnify Industries Group and defend the Sellers, their respective Agents and Affiliates, IVAX and each of the equityholderstheir respective officers, heirs, executors, successors directors and assigns of any of the foregoing employees from and against (collectively, the “Seller Indemnitees”a) against, and shall hold each Seller Indemnitee harmless from, any Loss suffered or incurred all Losses caused by or imposed on such Seller Indemnitee to the extent resulting from or arising out of (i) any breach of any representation and representation, warranty covenant or agreement of the Buyer contained in Article IV of this Agreement or the certificates delivered pursuant to Section 2.8(c)(i)(B), (ii) any breach of the covenants or agreements of the Buyer contained in this Agreement, and (iii) without duplication, any Assumed Liability. In the event that the Buyer may be obligated to indemnify a Seller Indemnitee under both subsection (i) and subsection (iii) of this Section 6.4(a), the Buyer’s obligations under subsection (iii) shall be controlling. (b) The Buyer shall not be liable for (i) any Loss or Losses unless the claim for such Loss or Losses is brought within the Applicable Survival Period, and (ii) any Loss or Losses pursuant to Section 6.4(a)(i) (other than with respect to the Fundamental Representations to which the limitations in this Section 6.4(b) other than the Aggregate Cap shall not apply) unless and until (A) the Loss is a Covered Loss and (B) the aggregate amount of all Covered Losses incurred by the Seller Indemnitees exceeds the Deductible, and then only to the extent that such Covered Losses exceed the Deductible; provided that (1) the cumulative indemnification obligations of the Buyer pursuant to Section 6.4(a)(i) (other than with respect to the Fundamental Representations to which the limitations in this Section 6.4(b) other than the Aggregate Cap shall not apply) shall in no event exceed the 10% Cap in the aggregate and (2) the cumulative indemnification obligations of the Buyer pursuant to Section 6.4(a)(i) and (ii) shall in no event exceed the Aggregate Cap in the aggregate. (c) Except as set forth in Section 2.9, Section 2.11 and Section 7.7, the Sellers acknowledge and agree that its and each Seller Indemnitee’s sole and exclusive remedy with respect to any and all matters arising out of, relating to or connected with this Agreement shall be pursuant to the indemnification provisions set forth in this Article VIAgreement; provided that (b) any failure by the provisions Buyer to pay or discharge any tax liabilities relating to Business arising or accrued after the Closing Date, (c) all Losses arising from the operation of the Business after the Closing Date, and (d) all Losses arising from the use by the Buyer or any other person of the name "IVAX" or any derivation thereof in connection with the conduct of the Business after the Closing Date, excluding any claims relating to the ownership of the name "IVAX" (the provision of this Section 6.4(c6.4(d) being solely for the benefit of IVAX). No claim for indemnification under Section 6.4(a) shall not apply be made unless written notice is provided to the Buyer within the time period specified for such breach of representation and warranty in Section 6.1 hereto. No claim for indemnification shall be made under Section (b), (c) or (d) shall be made unless written notice is provided to the case Buyer or the Subsidiary within 90 days after the expiration of the applicable statue of limitations. If a claim for equitable remedies indemnification may be made or intentional fraud. brought under either 6.4(a), (b), (c) or (d) Notwithstanding anything to ), then the contrary herein, shortest period available for bringing any such claim shall be deemed applicable and any claim or demand which may be made after the limitations set forth in Section 6.4(b) period has expired from bringing such claim under any one of the aforementioned provisions shall not, in any event, apply to a claim brought pursuant to Section 6.4(a)(iii)be deemed thereafter barred hereunder.

Indemnification by the Buyer. (a) Subject to Notwithstanding the limitations set forth herein, after Closing, the Buyer shall indemnify and defend agree to save and hold the SellersSeller, their respective Agents its directors, officers and Affiliates, and each of the equityholders, heirs, executors, successors and assigns of any of the foregoing employees (collectively, the “Seller Indemnitees”) against, and shall hold each harmless against any Losses incurred by any Seller Indemnitee harmless fromafter the Closing, any Loss suffered or incurred by or imposed on such Seller Indemnitee to the extent resulting from or arising such Losses arise out of or result from any one or more of the following: (i) any a breach of any representation and or warranty of the Buyer contained in Article IV 6 of this Agreement or the certificates delivered pursuant to Section 2.8(c)(i)(B), Agreement; (ii) any a breach of the covenants any covenant or agreements agreement of the Buyer contained in this Agreement, and ; or (iii) without duplication, guarantee obligations of the Seller or its Affiliates (including any Assumed Liability. In letters of credit) under any of the event that the Buyer may be obligated to indemnify a Seller Indemnitee under both subsection (i) and subsection (iii) of this Section 6.4(aagreements listed in Schedule 10.3(a)(iii), the Buyer’s obligations under subsection (iii) shall be controlling. (b) The Notwithstanding anything in this Section 10.3 to the contrary: (i) the Buyer shall not be liable for (ihave any liability with respect to matters covered by Section 10.3(a)(i) any Loss or Losses unless the claim for such Loss or Losses is brought within the Applicable Survival Period, and (ii) any Loss or unless the aggregate of all Losses pursuant relating thereto for which the Buyer would, but for this Section 10.3(b)(i), be liable exceeds on a cumulative basis an amount equal to USD $500,000 (subject to Section 6.4(a)(i10.3(b)(ii) and (iii)) (at which point, subject to the other than limitations herein, the Buyer will be liable to the Seller Indemnitees for all such Losses from the first dollar of Losses); (ii) the maximum amount for which the Buyer shall be liable with respect to matters covered by Section 10.3(a)(i) or (ii) shall not exceed in the aggregate USD $10,000,000; and (iii) the maximum amount for which the Buyer shall be liable with respect to the Fundamental Representations to which the limitations in this agreements and matters covered by Section 6.4(b10.3(a)(iii) other than the Aggregate Cap shall not apply) unless and until (A) the Loss is a Covered Loss and (B) the aggregate amount of all Covered Losses incurred by the Seller Indemnitees exceeds the Deductible, and then only to the extent that such Covered Losses exceed the Deductible; provided that (1) the cumulative indemnification obligations of the Buyer pursuant to Section 6.4(a)(i) (other than with respect to the Fundamental Representations to which the limitations in this Section 6.4(b) other than the Aggregate Cap shall not apply) shall in no event exceed the 10% Cap in the aggregate and (2) the cumulative indemnification obligations of the Buyer pursuant to Section 6.4(a)(i) and (ii) shall in no event exceed the Aggregate Cap in the aggregate.Initial Purchase Price; (c) Except as set forth Notwithstanding anything in this Agreement to the contrary, for purposes of Section 2.910.3, Section 2.11 and Section 7.7in determining the amount of any Losses, the Sellers acknowledge and agree that its and each Seller Indemnitee’s sole and exclusive remedy with respect no effect shall be given to any and all matters arising out of, relating qualification as to materiality or connected with this Agreement shall be pursuant to the indemnification provisions set forth in this Article VI; provided that the provisions of this Section 6.4(c) shall not apply in the case of a claim for equitable remedies or intentional fraudMaterial Adverse Effect. (d) Notwithstanding anything to the contrary herein, the limitations set forth in Section 6.4(b) shall not, in any event, apply to a claim brought pursuant to Section 6.4(a)(iii).

Indemnification by the Buyer. (ai) Subject to the limitations terms, conditions and limits set forth hereinin this Section 9.1, from and after the Closing, the Buyer shall indemnify agrees to indemnify, defend and defend hold the SellersSeller, the Owners and their respective Agents Affiliates and Affiliatestheir respective officers, directors, partners, equity holders, stockholders, employees, agents and each of representatives (the equityholders, heirs, executors, successors “Owners Indemnified Persons”) harmless from and assigns in respect of any of the foregoing (collectivelyand all Losses asserted against or paid, the “Seller Indemnitees”) against, and shall hold each Seller Indemnitee harmless from, any Loss suffered or incurred by any Owners Indemnified Persons which, directly or imposed on such Seller Indemnitee to the extent resulting from or arising indirectly, arise out of or result from: (iA) the breach of any representation or warranty of the Buyer or ICL set forth in this Agreement; (B) any breach of any representation and warranty covenant or agreement of the Buyer contained in Article IV of this Agreement or the certificates delivered pursuant to Section 2.8(c)(i)(B), (ii) any breach of the covenants or agreements of the Buyer ICL contained in this Agreement, and ; (iiiC) without duplication, any Assumed Liability. In ; (D) the event that enforcement by an Owners Indemnified Person of its indemnification rights under this Agreement against the Buyer may be obligated or ICL; and (E) (I) any Unknown Environmental Liabilities that would have been subject to indemnify a Seller Indemnitee under both subsection (iindemnification by the Owners pursuant to this Article IX but for the provisions of Section 9.1(a)(iii) and subsection (iiiII) of this Section 6.4(a), the Buyer’s obligations under subsection (iii) shall be controllingBuyer Environmental Liabilities. (bii) The Anything to the contrary contained herein notwithstanding, (A) none of the Owners Indemnified Persons shall be entitled to recover from the Buyer shall not be liable for (i) any Loss or Losses unless the claim for such Loss or indemnity in respect of Losses is brought within the Applicable Survival Period, and (ii) any Loss or Losses pursuant to arising under Section 6.4(a)(i) (other than with respect to the Fundamental Representations to which the limitations in this Section 6.4(b) other than the Aggregate Cap shall not apply9.1(b)(i)(A) unless and until (A) the Loss is a Covered Loss and (B) the aggregate amount of all Covered Losses incurred by the Seller Indemnitees exceeds the Deductibleuntil, and then only to the extent that, the total amount of all such claims in respect of such Losses exceeds three million dollars ($3,000,000) (the “Buyer Basket”), and in such event only to the amount of such excess, provided that, in calculating whether the Buyer Basket has been exceeded, only individual claims or groups of related claims for Losses in excess of the Minimum Claim Amount shall be considered, provided, further, that such Covered after the Buyer Basket has been exceeded the Buyer shall be liable for any Losses exceed the Deductible; provided that (1under Section 9.1(b)(i)(A) the cumulative indemnification obligations in excess of the Buyer pursuant Basket; and (B) the Owners Indemnified Persons shall not be entitled to Section 6.4(a)(irecover from the Buyer, nor shall the Buyer be responsible to pay, more than fifty million dollars ($50,000,000) (other than with the “Buyer Cap”) for any and all indemnifiable claims for indemnity in respect to the Fundamental Representations to which the limitations in this of Losses arising under Section 6.4(b) other than the Aggregate Cap shall not apply) shall in no event exceed the 10% Cap in the aggregate and (2) the cumulative indemnification obligations 9.1(b)(i)(A); provided, however, that none of the Buyer pursuant to Section 6.4(a)(i) and (ii) Basket or the Buyer Cap shall in no event exceed the Aggregate Cap in the aggregate. (c) Except as set forth in Section 2.9, Section 2.11 and Section 7.7, the Sellers acknowledge and agree that its and each Seller Indemnitee’s sole and exclusive remedy apply with respect to any Losses arising under Sections 9.1(b)(i)(B), (C), (D) or (E) or Sections 4.1, 4.2 or 4.6 or in respect of fraud or intentional and all matters arising out of, relating to or connected with this Agreement shall be pursuant to the indemnification provisions set forth in this Article VI; provided that the provisions of this Section 6.4(c) shall not apply in the case wrongful breach of a claim for equitable remedies representation or intentional fraudwarranty. (d) Notwithstanding anything to the contrary herein, the limitations set forth in Section 6.4(b) shall not, in any event, apply to a claim brought pursuant to Section 6.4(a)(iii).

Indemnification by the Buyer. (a) Subject to the limitations set forth hereinterms and conditions of this Article IX, from and after the Closing, the Buyer shall agrees to indemnify and defend hold harmless the Sellers, Seller Parties and their respective Agents directors, officers, representatives, employees and Affiliates, and each of the equityholders, heirs, executors, successors and assigns of any of the foregoing Subsidiaries (collectively, the “Seller IndemniteesIndemnified Parties”) against, and shall hold each Seller Indemnitee harmless from, against and in respect of any Loss suffered or and all Losses incurred by any Seller Indemnified Party resulting from, or imposed on such that exist or arise due to, any of the following (collectively, “Seller Indemnitee to the extent resulting from or arising out of Claims,” and together with Buyer Claims, “Claims”): (i) any prior to its expiration in accordance with Section 9.1, the breach of any representation and or warranty of made by the Buyer contained in Article IV of this Agreement or the certificates delivered pursuant to Section 2.8(c)(i)(B), any Ancillary Document; (ii) any prior to its expiration in accordance with Section 9.1, the breach of the covenants or agreements of by the Buyer contained in of any covenant or agreement under this Agreement, and Agreement or any Ancillary Document; (iii) without duplication, any the Assumed Liability. In Liabilities; and (iv) the event that conduct and operation of the Buyer may be obligated Business or the use or ownership of the Purchased Assets from and after the Closing (subject to indemnify a Seller Indemnitee under both subsection (i) and subsection (iii) of this Section 6.4(a2.3(b), the Buyer’s obligations under subsection (iii) shall be controlling). (b) The Notwithstanding anything contained herein to the contrary, the obligations of the Buyer shall not be liable for pursuant to Section 9.3(a)(i) shall: (i) not apply to any Loss or Losses unless the claim for such Loss or Losses is brought within the Applicable Survival Period, and (ii) any Loss or Losses pursuant to Section 6.4(a)(i) (other than with respect to the Fundamental Representations to which the limitations in this Section 6.4(b) other than the Aggregate Cap shall not apply) unless and until (A) the Loss is a Covered Loss and (B) the aggregate amount of all Covered Losses incurred by the Seller Indemnitees exceeds the DeductibleClaims until, and then only to the extent that such Covered that, the Losses exceed the Deductibleincurred by all Seller Indemnified Parties exceeds $100,000; provided that (1) the cumulative indemnification obligations of the Buyer pursuant to Section 6.4(a)(i) (other than with respect to the Fundamental Representations to which the limitations in this Section 6.4(b) other than the Aggregate Cap shall not apply) shall in no event exceed the 10% Cap in the aggregate and (2) the cumulative indemnification obligations of the Buyer pursuant to Section 6.4(a)(i) and (ii) be limited to, and shall in no event exceed the Aggregate Cap in the aggregate. (c) Except as set forth in Section 2.9, Section 2.11 and Section 7.7not exceed, the Sellers acknowledge and agree that its and each Seller Indemnitee’s sole and exclusive remedy with respect to any and all matters arising out of, relating to or connected with this Agreement shall be pursuant to aggregate amount of $1,000,000. Notwithstanding the indemnification provisions set forth in this Article VI; provided that the provisions of this Section 6.4(c) shall not apply in the case of a claim for equitable remedies or intentional fraud. (d) Notwithstanding anything to the contrary hereinforegoing, the limitations set forth in this Section 6.4(b9.3(b) shall not, in any event, not apply to a claim brought pursuant to Section 6.4(a)(iii)Seller Claims resulting from (1) the breach of any Special Representation or Warranty of the Buyer or (2) actual fraud by the Buyer or its Affiliates in connection with the transactions contemplated by this Agreement.

Indemnification by the Buyer. (a) Subject The Buyer agrees to the limitations set forth herein, after Closing, the Buyer shall ---------------------------- indemnify and defend the Sellers, their respective Agents hold harmless each Shareholder Group Member from and Affiliates, against any and each of the equityholders, heirs, executors, successors all Loss and assigns of any of the foregoing (collectively, the “Seller Indemnitees”) against, and shall hold each Seller Indemnitee harmless from, any Loss suffered or Expense incurred by or imposed on such Seller Indemnitee to the extent resulting from Shareholder Group Member in connection with or arising out of from: (i) any breach by the Buyer or R Mergerco of any of their covenants in this Agreement or in the Other Acquisition Agreements; (ii) any failure by the Buyer or R Mergerco to perform any of their obligations in this Agreement or in the Other Acquisition Agreements; (iii) any breach of any warranty or the inaccuracy of any representation and warranty of the Buyer contained or referred to in Article IV of this Agreement or in any certificate delivered by or on behalf of the certificates delivered Buyer pursuant to Section 2.8(c)(i)(B), hereto; or (iiiv) any breach of any warranty or the covenants or agreements inaccuracy of any representation of the Buyer or R Mergerco contained or referred to in this Agreement, and (iii) without duplication, the Other Acquisition Agreements or in any Assumed Liability. In the event that the certificate delivered by or on behalf of Buyer may be obligated to indemnify a Seller Indemnitee under both subsection (i) and subsection (iii) of this Section 6.4(a), the Buyer’s obligations under subsection (iii) shall be controllingor R Mergerco pursuant thereto. (b) The Notwithstanding the foregoing Section 10.2(a), the Buyer shall not --------------- be liable for required to indemnify and hold harmless under clauses (iiii) any Loss or Losses unless the claim for such Loss or Losses is brought within the Applicable Survival Period, and (iiiv) any Loss or Losses pursuant to of Section 6.4(a)(i10.2(a) (other than with respect to the Fundamental Representations to which the limitations in this Section 6.4(bLosses and Expenses (without duplication) other than the Aggregate Cap shall not apply) unless and until (A) the Loss is a Covered Loss and (B) the aggregate amount of all Covered Losses --------------- incurred by the Seller Indemnitees exceeds the Deductible, Shareholder Group Members only if such Losses and then only to the extent that such Covered Expenses (together with any Losses exceed the Deductible; provided that and Expenses incurred by Shareholder Group Members under clauses (1) the cumulative indemnification obligations of the Buyer pursuant to Section 6.4(a)(i) (other than with respect to the Fundamental Representations to which the limitations in this Section 6.4(b) other than the Aggregate Cap shall not apply) shall in no event exceed the 10% Cap in the aggregate and (2) the cumulative indemnification obligations of the Buyer pursuant to Section 6.4(a)(iiii) and (iiiv) shall in no event of Section 10.2(a) of the Other Acquisition Agreements) exceed the Aggregate Cap $600,000 in the aggregate, but if in excess of such amount, then for the entire amount of such Losses and Expense without deduction. (c) Except The indemnification provided for in this Section 10.2 shall ------------ terminate two years after the Closing Date (and no claims shall be made by any Shareholder Group Member under this Section 10.2 thereafter), except that the ------------ indemnification by the Buyer shall continue as to: (i) the covenants of the Buyer set forth in Sections 7.2, ------------ 7.4, 7.5, 7.6 and 7.7, as to all of which no time limitation --- --- --- --- shall apply; (ii) the covenants of the Buyer set forth in Sections 7.2, 7.4, 7.5, 7.6 and 7.7 in the Other Acquisition Agreements and the matter in clause (v) of Section 10.2(a) and the covenants of the Buyer set forth in Section 2.97.8 of the Emson Acquisition Agreement, Section 2.11 and Section 7.7, as to all of which no time limitation shall apply; (iii) the Sellers acknowledge and agree that its and each Seller Indemnitee’s sole and exclusive remedy with respect to any and all matters arising out of, relating to or connected with this Agreement shall be pursuant to covenants of the indemnification provisions Buyer set forth in Article IX as to which ---------- the indemnification provided for in this Section 10.2 shall terminate ------------ thirty (30) days after the expiration of all applicable statutes of limitations (taking into account any extensions or tollings thereof); (iv) the covenants of the Buyer set forth in Article IX in the Other Acquisition Agreements as to which the indemnification provided for in this Section 10.2 shall terminate thirty (30) ------------ days after the expiration of all applicable statutes of limitations (taking into account any extensions or tollings thereof); and (v) any Loss or Expense of which any Shareholder Group Member have notified the Buyer in accordance with the requirements of Section 10.3 on or prior to the date such ------------ indemnification would otherwise terminate in accordance with this Section 10.2, as to which the obligation of the Buyer shall ------------ continue until the liability of the Buyer shall have been determined pursuant to this Article VI; provided that X, and the provisions Buyer shall have --------- reimbursed all the Shareholder Group Members for the full amount of such Loss and Expense in accordance with this Section 6.4(c) shall not apply in the case of a claim for equitable remedies or intentional fraud.Article X. --------- (d) Notwithstanding anything to It is understood and agreed by the contrary hereinparties that in determining the amount of any Losses or Expenses (but not for purposes of determining whether any breach, the limitations set forth in Section 6.4(bfailure or inaccuracy has arisen) shall not, in any event, apply to a claim brought incurred by Shareholder Group Members pursuant to this Section 6.4(a)(iii)10.2, any "materiality," "Material ------------ Adverse Effect" or like qualifiers shall not be taken into account.

Indemnification by the Buyer. (a) Subject to the limitations set forth hereinSections 13.1, after Closing13.3(b) and 13.3(c), the Buyer shall indemnify and defend the Sellers, their respective Agents and Affiliates, and each of the equityholdersBuying Parties shall, heirson a joint and several basis, executorsindemnify, defend and hold harmless the Seller, its Affiliates and its respective stockholders, officers, directors, employees, agents, representatives, successors and assigns (the "Seller Group"), from and against any and all Losses incurred or suffered by them arising out of any of the foregoing (collectively, the “Seller Indemnitees”) against, and shall hold each Seller Indemnitee harmless from, any Loss suffered or incurred by or imposed on such Seller Indemnitee to the extent resulting from or arising out of following: (i) any Any breach of any representation and or warranty of made by the Buyer contained Buying Parties in Article IV of this Agreement or the certificates delivered pursuant to Section 2.8(c)(i)(B), Ancillary Agreements; (ii) any Any breach of or failure by the covenants Buying Parties to perform any covenant or agreements of the Buyer contained obligation set forth in this Agreement, and Agreement or the Ancillary Agreements; and (iii) without duplication, any Any of the Assumed Liability. In Obligations (to the event that the Buyer may be obligated to indemnify extent a Seller Indemnitee under both subsection (i) and subsection (iii) member of this Section 6.4(a), the Buyer’s obligations 's Group is not entitled to indemnification under subsection (iii) shall be controllingSection 13.2). (b) The Buyer Buying Parties shall not be liable for (i) any Loss or Losses unless the claim for such Loss or Losses is brought within the Applicable Survival Period, and (ii) any Loss or Losses pursuant to Section 6.4(a)(i) (other than with respect to the Fundamental Representations any matter referred to which the limitations in this Section 6.4(b) other than the Aggregate Cap shall not apply13.3(a) unless and until the Losses thereunder exceed an aggregate deductible of $3,000,000 (Athe "Buyer's Basket") in which event the Loss is a Covered Loss and (BBuying Parties shall be liable for all claims under Section 13.3(a) the aggregate amount of all Covered Losses incurred by the Seller Indemnitees exceeds the Deductible, and then only to the extent that such Covered Losses exceed the DeductibleBuyer's Basket; provided provided, however, that (1) the cumulative indemnification obligations of Buying Parties' combined aggregate liability for Losses that exceed the Buyer pursuant to Section 6.4(a)(i) (other than with respect to the Fundamental Representations to which the limitations in this Section 6.4(b) other than the Aggregate Cap shall not apply) Buyer's Basket shall in no event exceed an amount equal to $33,000,000 (the 10% Cap in the aggregate and (2) the cumulative indemnification obligations of the Buyer pursuant to Section 6.4(a)(i) and (ii) shall in no event exceed the Aggregate Cap in the aggregate"Buyer's Maximum Indemnity Amount'). (c) Except as set forth in Section 2.9, Section 2.11 and Section 7.7, The amount for which the Sellers acknowledge and agree that its and each Seller Indemnitee’s sole and exclusive remedy Buyer shall be liable with respect to any and all matters arising out of, relating to or connected with this Agreement shall be pursuant to the indemnification provisions set forth in this Article VI; provided that the provisions of this Section 6.4(c) shall not apply in the case of a claim for equitable remedies or intentional fraud. (d) Notwithstanding anything to the contrary herein, the limitations set forth in Section 6.4(b) shall not, in any event, apply to a claim brought Loss pursuant to Section 6.4(a)(iii)13.3(a) shall be reduced to the extent that the Seller or any other member of the Seller Group shall have realized any net proceeds recovered from Third Parties (other than Seller Group insurers) with respect to the Loss. If the Seller or any other Person entitled to indemnity under Section 13.3(a) shall have received or shall have had paid on its behalf an indemnity payment with respect to a Loss and shall subsequently receive, directly or indirectly, any proceeds, then the Seller shall promptly pay to the Buyer the net amount of any proceeds or, if less, the amount of the indemnity payment. The Seller shall have no obligation to take any action to file claims under applicable policies to recover insurance proceeds that may be due to the Seller or any other Person in order to mitigate the Buying Parties' obligations hereunder.

Indemnification by the Buyer. (a) Subject to the limitations set forth herein, after Closingin this ARTICLE IX, the Buyer shall indemnify indemnify, defend and defend the Sellers, their respective Agents hold harmless ESCO against and Affiliates, and each of the equityholders, heirs, executors, successors and assigns in respect of any of the foregoing (collectivelyand all Losses incurred directly or indirectly in connection with, the “Seller Indemnitees”) against, and shall hold each Seller Indemnitee harmless from, any Loss suffered or incurred by or imposed on such Seller Indemnitee to the extent resulting arising from or arising out of as a result of: (ia) any breach of any representation and warranty of the Buyer contained in Article IV of this Agreement breach, non-fulfillment or the certificates delivered pursuant to Section 2.8(c)(i)(B), (ii) any breach violation of the covenants or agreements of made in this Agreement by the Buyer contained in this Agreementor any of their Affiliates, and (iii) without duplicationincluding, any Assumed Liability. In the event that the Buyer may be obligated to indemnify a Seller Indemnitee under both subsection (i) and subsection (iii) of this Section 6.4(a)following Closing, the Buyer’s obligations under subsection (iii) shall be controlling.Transferred Subsidiaries; (b) The any inaccuracy in any representation (subject to all qualifications contained therein and the respective Disclosure Schedule(s) referenced thereto) or breach of any of the representations or warranties made in this Agreement by the Buyer; (c) the ownership of the Shares, or the Transferred Subsidiaries, or the conduct or operation of the Business after the Effective Time (except, in each such case, to the extent that the Buyer is entitled to be indemnified pursuant to Section 9.1); (d) any severance benefits or termination liabilities of Buyer arising in connection with the transactions contemplated hereby to the extent provided for in Sections 5.1(b) and 5.3(b); and (e) any and all liabilities of ESCO or Seller arising out of the matters described in Disclosure Schedule 9.2(e). Any indemnification provided for under this Section 9.2 shall not be liable for be: (i) any Loss or Losses deemed to last for a period of 18 months except with respect to 9.2(a) in regard to claims under Sections 6.1, 6.6, 6.8 and 6.9, the expiration of the statute of limitations plus three months, and except with respect to 9.2(e), in which case for five years from the Closing Date, and in all these cases unless otherwise set forth to the claim for such Loss or Losses is brought within the Applicable Survival Periodcontrary in Section 9.5, and (ii) any Loss or Losses pursuant deemed also to Section 6.4(a)(iextend to directors, shareholders, officers and employees (in their capacity as such) (other than with respect to the Fundamental Representations to which the limitations in this Section 6.4(b) of ESCO, and its Affiliates other than the Aggregate Cap shall not apply) unless Transferred Subsidiaries (in all, the “Seller Indemnified Persons”). Further, for and until (A) the Loss is a Covered Loss and (B) the aggregate amount of all Covered Losses incurred by the Seller Indemnitees exceeds the Deductible, and then only to the extent that such Covered Losses exceed the Deductible; provided that (1) the cumulative indemnification obligations of the Buyer pursuant to Section 6.4(a)(i) (other than with respect to the Fundamental Representations to which the limitations in this Section 6.4(b) other than the Aggregate Cap shall not apply) shall in no event exceed the 10% Cap in the aggregate and (2) the cumulative indemnification obligations of the Buyer pursuant to Section 6.4(a)(i) and (ii) shall in no event exceed the Aggregate Cap in the aggregate. (c) Except as set forth in Section 2.9, Section 2.11 and Section 7.7, the Sellers acknowledge and agree that its and each Seller Indemnitee’s sole and exclusive remedy with respect to any and all matters arising out of, relating to or connected with this Agreement shall be pursuant to the indemnification provisions set forth in this Article VI; provided that the provisions of this Section 6.4(c) shall not apply in the case of a claim for equitable remedies or intentional fraud. (d) Notwithstanding anything indemnification is the subject of a Notice of Claim provided to the contrary hereinIndemnifying Party within the applicable survival period for such indemnification, the limitations set forth in Section 6.4(b) Injured Party shall not, in any event, apply be entitled to a continued indemnification for such claim brought pursuant to Section 6.4(a)(iii)until such claim is resolved.

Indemnification by the Buyer. (a) Subject to the limitations terms and conditions set forth hereinin this ARTICLE VIII, from and after the Closing, the Buyer shall indemnify and defend hold harmless each of the Sellers, their respective Agents Affiliates and Affiliatestheir respective officers, directors, shareholders, employees, agents, and each of the equityholders, heirs, executors, successors and assigns of any of the foregoing representatives (collectively, the “"SELLER INDEMNIFIED PERSONS") from and against any and all Losses incurred or suffered by any Seller Indemnitees”) against, and shall hold each Seller Indemnitee harmless from, any Loss suffered or incurred by or imposed on such Seller Indemnitee to the extent resulting from or Indemnified Person arising out of or related to (i) any breach of any representation and or warranty of the by Buyer contained in Article IV this Agreement (reading such representation or warranty without regard to materiality, material adverse effect or similar qualification) whether made upon execution of this Agreement or at Closing as contemplated by SECTION 6.2(A) and the certificates certificate to be delivered at Closing pursuant to Section 2.8(c)(i)(BSECTION 6.2(C), (ii) any non-fulfillment or breach by Buyer of the covenants any covenant, obligation or agreements of the Buyer contained in this Agreementagreement hereunder, and (iii) without duplicationany payments required to be made by the Sellers after the Closing under the guarantees set forth as items 4, any Assumed Liability. In the event that the Buyer may be obligated to indemnify a Seller Indemnitee under both subsection (i5, 6, 9, 10, 14, 20 and 21 on SCHEDULE 3.6(B) and subsection (iiiiv) obligations arising following the Closing under the letters of this Section 6.4(a), the Buyer’s obligations under subsection (iii) shall credit to be controllingmaintained by Xxxxxx pursuant to SECTION 5.21. (b) The None of the Seller Indemnified Persons will be entitled to recover from the Buyer shall not be liable for (i) any Loss or Losses unless the claim for such Loss or Losses is brought within the Applicable Survival Period, and (ii) any Loss or Losses indemnifiable pursuant to Section 6.4(a)(i) (other than with respect to the Fundamental Representations to which the limitations in this Section 6.4(b) other than the Aggregate Cap shall not apply) SECTION 8.2(A)(I), unless and until (A) the Loss is a Covered Loss and (B) the aggregate amount total of all Covered Losses incurred by the Seller Indemnitees indemnifiable under SECTION 8.2(A)(I) exceeds the Deductible, and then only to for the extent that amount by which such Covered Losses exceed such amount. The Seller Indemnified Persons will not be entitled to recover more than the Deductible; provided that (1) the cumulative indemnification obligations of Maximum Amount from the Buyer pursuant to Section 6.4(a)(i) (other than with respect to the Fundamental Representations to which the limitations in this Section 6.4(b) other than the Aggregate Cap shall not apply) shall in no event exceed the 10% Cap in the aggregate and (2) the cumulative indemnification obligations of the Buyer all Losses indemnifiable pursuant to Section 6.4(a)(i) and (ii) shall in no event exceed the Aggregate Cap in the aggregate. (c) Except as set forth in Section 2.9, Section 2.11 and Section 7.7, the Sellers acknowledge and agree that its and each Seller Indemnitee’s sole and exclusive remedy with respect to any and all matters arising out of, relating to or connected with this Agreement shall be pursuant to the indemnification provisions set forth in this Article VISECTION 8.2(A)(I); provided that the provisions of this Section 6.4(c) shall foregoing limitations not apply in to any obligation or liability under SECTION 8.2(A)(I) arising out of or related to a breach of any of the case of a claim for equitable remedies or intentional fraud. (d) Notwithstanding anything to the contrary herein, the limitations representations set forth in Section 6.4(b) shall notSECTIONS 4.2, in any event, apply to a claim brought pursuant to Section 6.4(a)(iii)4.3 and 4.5.

Indemnification by the Buyer. (a) Subject From and after the consummation of the Closing, subject to the limitations set forth in Section 11.3 herein, after Closing, the Buyer shall, and shall indemnify cause each Acquired Company to, jointly and severally, indemnify, defend and hold harmless each member of the Sellers, Seller Group and each of their respective Agents Subsidiaries and Affiliates, and each of the equityholderstheir respective directors, officers, employees, Representatives, agents, advisors, partners, members, shareholders, and their heirs, executors, successors and permitted assigns of any of the foregoing (collectively, the “Seller Indemnitees”) againstfrom and against any and all claims, suits, actions, damages, losses, Liabilities, charges, penalties and shall hold each expenses (including reasonable attorneys’ and other professionals’ fees and disbursements, unless such Seller Indemnitee harmless fromis not entitled to the reimbursement of such amounts pursuant to Section 11.4), any Loss whether or not involving a Third-Party Claim (collectively, “Damages”) suffered or incurred by or imposed on such a Seller Indemnitee to the extent resulting from directly or indirectly arising out of of, relating to or in connection with (i) any the breach of any representation and warranty of the representations and warranties made by the Buyer contained in Article IV of this Agreement V (or in the certificates certificate delivered pursuant to Section 2.8(c)(i)(B10.3(c) with respect to such representations and warranties) as of the Closing Date with the same force and effect as if made on and as of the Closing Date (except for representations and warranties expressly stated to relate to a specific date, in which case as of such date), (ii) any breach of the covenants or agreements of any covenant made by the Buyer contained in this Agreement, and Agreement (other than Section 11.8) (or in the certificate delivered pursuant to Section 10.3(c) with respect to such covenants) or (iii) without duplicationany Legal Action against any Seller Indemnitees solely to the extent directly and primarily arising out of or relating to the ownership, any Assumed Liability. In use or operation of the event that Business or the Acquired Companies, whether arising before or after the Closing, except to the extent Buyer may be obligated is specifically entitled to indemnify a Seller Indemnitee under both subsection (i) and subsection (iii) of this Section 6.4(a), the Buyer’s obligations under subsection (iii) shall be controlling. (b) The Buyer shall not be liable for (i) any Loss or Losses unless the claim for such Loss or Losses is brought within the Applicable Survival Period, and (ii) any Loss or Losses indemnification in respect thereof pursuant to Section 6.4(a)(i) (other than with respect to the Fundamental Representations to which the limitations in this Section 6.4(b) other than the Aggregate Cap shall not apply) unless and until (A) the Loss is a Covered Loss and (B) the aggregate amount of all Covered Losses incurred by the Seller Indemnitees exceeds the Deductible, and then only to the extent that such Covered Losses exceed the Deductible; provided that (1) the cumulative indemnification obligations of the Buyer pursuant to Section 6.4(a)(i) (other than with respect to the Fundamental Representations to which the limitations in this Section 6.4(b) other than the Aggregate Cap shall not apply) shall in no event exceed the 10% Cap in the aggregate and (2) the cumulative indemnification obligations of the Buyer pursuant to Section 6.4(a)(i) and (ii) shall in no event exceed the Aggregate Cap in the aggregate. (c) Except as set forth in Section 2.9, Section 2.11 and Section 7.7, the Sellers acknowledge and agree that its and each Seller Indemnitee’s sole and exclusive remedy with respect to any and all matters arising out of, relating to or connected with this Agreement shall be pursuant to the indemnification provisions set forth in this Article VI; provided that the provisions of this Section 6.4(c) shall not apply in the case of a claim for equitable remedies or intentional fraud. (d) Notwithstanding anything to the contrary herein, the limitations set forth in Section 6.4(b) shall not, in any event, apply to a claim brought pursuant to Section 6.4(a)(iii11.1(b)).

Indemnification by the Buyer. (a) Subject to the limitations set forth herein, after Closing, the The Buyer shall indemnify and defend the Sellers, Sellers and their respective Agents and Affiliates, and each of the equityholdersstockholders, heirsmembers, executorsmanagers, officers, directors, employees, agents, successors and assigns of any of the foregoing (collectively, the “Seller Indemnitees”) against, and shall hold each Seller Indemnitee them harmless from, any Loss suffered and all Losses resulting from, arising out of, or incurred by or imposed on such any Seller Indemnitee in connection with, or otherwise with respect to the extent resulting from or arising out of (i) any inaccuracy or breach of any representation and or warranty of made by the Buyer contained in Article IV of this Agreement or any of the certificates delivered pursuant Transaction Documents (without regard and without giving effect to Section 2.8(c)(i)(Bany “materiality”, “material adverse effect” or similar qualification contained in any such representation or warranty), ; (ii) any breach of the covenants or agreements of failure by the Buyer contained in this Agreementto timely perform, pay and discharge the Assumed Liabilities; and (iii) without duplication, any Assumed Liability. In the event that breach by the Buyer may be obligated of any covenant or agreement contained in this Agreement or any of the Transaction Documents (without regard and without giving effect to indemnify a Seller Indemnitee under both subsection (i) and subsection (iii) of this Section 6.4(aany “materiality”, “material adverse effect” or similar qualification contained in any such covenant or agreement), the Buyer’s obligations under subsection (iii) shall be controlling. (b) The Buyer shall not be liable for any Losses pursuant to Section 6.3(a)(i): (i) with respect to any Loss or Losses unless and until the claim for such Loss amount of Losses arising from any matter or Losses is brought within series of matters relating to the Applicable Survival Periodsame underlying fact, circumstances, action or event exceeds $25,000; and (ii) any Loss or Losses pursuant to Section 6.4(a)(i) (other than with respect to the Fundamental Representations to which the limitations in this Section 6.4(b) other than the Aggregate Cap shall not apply) unless and until (A) the Loss is a Covered Loss and (B) the aggregate amount of all Covered Losses incurred by the Seller Indemnitees under Section 6.3(a)(i) exceeds $1,500,000, after which the Deductible, and then Buyer shall be liable only for Losses in excess of $1,500,000 (subject to the extent that such Covered Losses exceed the Deductible; provided that (1) the other limitations herein). The cumulative indemnification obligations obligation of the Buyer pursuant to under Section 6.4(a)(i) (other than with respect to the Fundamental Representations to which the limitations in this Section 6.4(b) other than the Aggregate Cap shall not apply6.3(a)(i) shall in no event exceed the 10% Cap $22,350,000. The limitations in the aggregate and (2) the cumulative indemnification obligations of the Buyer pursuant to this Section 6.4(a)(i) and (ii6.3(b) shall in no event exceed the Aggregate Cap in the aggregate. (c) Except as set forth in Section 2.9, Section 2.11 and Section 7.7, the Sellers acknowledge and agree that its and each Seller Indemnitee’s sole and exclusive remedy with respect not apply to Losses related to any and all matters arising out of, relating to or connected with this Agreement shall be pursuant to the indemnification provisions set forth Fundamental Representation. The limitations in this Article VI; provided that the provisions of this Section 6.4(c6.3(b) shall not apply in the case of a claim for equitable remedies willful breach or intentional fraudfraud and shall not limit the indemnification otherwise available under other provisions of Section 6.3. (dc) Notwithstanding anything this Section 6.3(c) or any other provision of this Agreement to the contrary hereincontrary, the limitations set forth Buyer shall not have any indemnification obligations to the Seller Indemnitees for (i) any punitive damages, except to the extent such damages are included in Section 6.4(bany action by a third party against a Seller Indemnitee for which such Seller Indemnitee is entitled to indemnification hereunder or (ii) shall notfor incidental, consequential, special or indirect damages, or any claims for Losses based on diminution of value, lost revenues or profits, down time, reduction in value or loss of anticipated savings, however caused or on any theory, in any event, apply to a claim brought pursuant to Section 6.4(a)(iii)excess of $500,000.

Indemnification by the Buyer. (a) Subject to the limitations set forth terms and conditions of this Article X, and without limiting any representations and warranties of the Seller herein, from and after the Closing, the Buyer shall agrees to reimburse, indemnify and defend hold harmless the Sellers, their respective Agents and AffiliatesSeller, and each their directors, officers, employees, agents, representatives and their present and future Affiliates (each, a “Seller Indemnified Party”) from, against and in respect of the equityholdersany and all Losses incurred by any Seller Indemnified Party resulting from, heirsor that exist or arise due to, executors, successors and assigns of any of the foregoing following (collectively, the “Seller IndemniteesClaims,” and together with Buyer Claims, “Claims”) against, and shall hold each Seller Indemnitee harmless from, any Loss suffered or incurred by or imposed on such Seller Indemnitee to the extent resulting from or arising out of ): (i) prior to their expiration in accordance with Section 10.1, any inaccuracy of any representation or the breach of any representation and warranty when made or deemed made by the Buyer in this Agreement or in any Ancillary Document; (ii) the breach or default in performance of any covenant or agreement of the Buyer contained in Article IV pursuant to this Agreement; (iii) the Assumed Liabilities; and (iv) any use of this Agreement or the certificates delivered Excluded Names pursuant to Section 2.8(c)(i)(B7.7(b), (ii) any breach of the covenants or agreements of the Buyer contained in this Agreement, and (iii) without duplication, any Assumed Liability. In the event that the Buyer may be obligated to indemnify a Seller Indemnitee under both subsection (i) and subsection (iii) of this Section 6.4(a), the Buyer’s obligations under subsection (iii) shall be controlling. (b) The Notwithstanding any other provision of this Agreement, including Section 10.3(a), the obligations of the Buyer shall not be liable for pursuant to Section 10.3(a)(i) shall: (i) not apply to any Loss or Losses unless the claim for such Loss or Losses is brought within the Applicable Survival Period, and (ii) any Loss or Losses pursuant to Section 6.4(a)(i) (other than with respect to the Fundamental Representations to which the limitations in this Section 6.4(b) other than the Aggregate Cap shall not apply) unless and until (A) the Loss is a Covered Loss and (B) the aggregate amount of all Covered Losses incurred by the Seller Indemnitees exceeds the DeductibleClaims until, and then only to the extent that such Covered that, the Losses incurred by all Seller Indemnified Parties exceed the DeductibleBasket; provided that (1) the cumulative indemnification obligations of the Buyer pursuant to Section 6.4(a)(i) (other than with respect to the Fundamental Representations to which the limitations in this Section 6.4(b) other than the Aggregate Cap shall not apply) shall in no event exceed the 10% Cap in the aggregate and (2) the cumulative indemnification obligations of the Buyer pursuant to Section 6.4(a)(i) and (ii) be limited to, and shall in no event exceed the Aggregate Cap in the aggregate. (c) Except as set forth in Section 2.9, Section 2.11 and Section 7.7not exceed, the Sellers acknowledge Cap; and agree that its and each Seller Indemnitee’s sole and exclusive remedy with respect to any and all matters arising out of, relating to or connected with this Agreement shall be pursuant to the indemnification provisions set forth in this Article VI; provided that the provisions of this Section 6.4(c(iii) shall not apply in to any individual Seller Claim with respect to which the case of a claim for equitable remedies or intentional fraudLosses incurred by the Seller Indemnified Party (excluding any attorneys’ fees relating to such Losses) are less than $25,000. (d) Notwithstanding anything to the contrary herein, the limitations set forth in Section 6.4(b) shall not, in any event, apply to a claim brought pursuant to Section 6.4(a)(iii).

Indemnification by the Buyer. (ai) Subject to Section 10.1 (Survival of Representations, Warranties, Covenants and Agreements) and the limitations set forth hereinother provisions of this Article X, from and after the Closing, the Buyer shall will indemnify and defend hold harmless the Sellers, their Company and its Affiliates and the respective Agents and Affiliates, and each Representatives of the equityholdersCompany and its Affiliates (individually, heirs, executors, successors a "Seller Indemnified Party" and assigns of any of the foregoing (collectively, the “"Seller Indemnitees”Indemnified Parties") againstfrom and against all Losses actually incurred, and shall hold each Seller Indemnitee harmless from, any Loss suffered or incurred sustained by or imposed on such Seller Indemnitee to the extent resulting from Company (A) that constitute Assumed Liabilities, (B) as a result of or arising out of (i) any the Buyer's breach of any a representation and or warranty of the Buyer contained in Article IV of this Agreement or the certificates delivered pursuant to Section 2.8(c)(i)(B), (ii) any breach of the covenants or agreements of the Buyer contained in this Agreement, or any schedule or certificate hereto (other than a Fundamental Buyer Representation); (C) as a result of or arising out of the Buyer's breach of any Fundamental Buyer Representation; (D) as a result of or arising out of the Buyer's breach of any Pre-Closing Covenant or Post-Closing Covenant of the Buyer; and (E) as a result of or arising out of any Fraud by the Buyer in connection with the Buyer's representations and warranties in this Agreement.85 (ii) The Seller Indemnified Parties shall not be entitled to indemnification pursuant to Section 10.2(b)(i)(B) until the aggregate dollar amount of all indemnifiable Losses, thereunder exceeds the Threshold, and if the aggregate of all such Losses exceeds the Threshold, then the Seller Indemnified Parties shall be entitled to indemnification for all such Losses in excess of the Threshold. For the avoidance of doubt, the preceding restriction in this Section 10.2(b)(ii) shall not in any way limit or otherwise affect any right in respect of Indemnification Claims pursuant to any of clauses (A), (C), (D) or (E) of Section 10.2(b)(i). (iii) without duplication, any Assumed Liability. In the event that the Buyer may be obligated to indemnify a Seller Indemnitee under both subsection (i) and subsection (iii) of this Section 6.4(a), the Buyer’s obligations under subsection (iii) shall be controllingCap. (bA) In no event shall the aggregate Liability of the Buyer for indemnification pursuant to Sections 10.2(b)(i)(C) or (D) exceed the Buyer Liability Cap. (B) In no event shall the aggregate Liability for indemnification by the Buyer pursuant to Section 10.2(b)(i)(B) exceed an amount equal to the R&W Shared Retention Amount. (iv) The Buyer shall not be liable for (i) any Loss or Losses unless obligated to indemnify and hold harmless the claim for such Loss or Losses is brought within the Applicable Survival Period, and (ii) any Loss or Losses Company pursuant to Section 6.4(a)(i10.2(b)(i)(B), (C) or (other than D) after the expiration of the Survival Period applicable thereto unless a Claim Notice with respect to the Fundamental Representations to which the limitations in this Section 6.4(b) other than the Aggregate Cap such Indemnification Claim shall not apply) unless and until (A) the Loss is a Covered Loss and (B) the aggregate amount of all Covered Losses incurred have been given by the Seller Indemnitees exceeds the Deductible, and then only Indemnified Party prior to the extent that such Covered Losses exceed the Deductible; provided that (1) the cumulative indemnification obligations expiration of the Buyer pursuant to Section 6.4(a)(i) (other than with respect to the Fundamental Representations to which the limitations in this Section 6.4(b) other than the Aggregate Cap shall not apply) shall in no event exceed the 10% Cap in the aggregate and (2) the cumulative indemnification obligations of the Buyer pursuant to Section 6.4(a)(i) and (ii) shall in no event exceed the Aggregate Cap in the aggregateSurvival Period applicable thereto. (c) Except as set forth in Section 2.9, Section 2.11 and Section 7.7, the Sellers acknowledge and agree that its and each Seller Indemnitee’s sole and exclusive remedy with respect to any and all matters arising out of, relating to or connected with this Agreement shall be pursuant to the indemnification provisions set forth in this Article VI; provided that the provisions of this Section 6.4(c) shall not apply in the case of a claim for equitable remedies or intentional fraud. (d) Notwithstanding anything to the contrary herein, the limitations set forth in Section 6.4(b) shall not, in any event, apply to a claim brought pursuant to Section 6.4(a)(iii).

Indemnification by the Buyer. (a) Subject to the limitations set forth herein, after Closingin this Article VIII, the Buyer shall indemnify and defend the SellersSeller, its Affiliates and their respective Agents and Affiliatesstockholders, and each of the equityholdersmembers, heirsmanagers, executorsofficers, directors, employees, agents, successors and assigns of any of the foregoing (collectively, the “Seller Indemnitees”) against, and shall hold each the Seller Indemnitee Indemnitees harmless from, any Loss suffered resulting from, arising out of, or incurred by the Seller Indemnitees in connection with, or imposed on such Seller Indemnitee otherwise with respect to the extent resulting from or arising out of (i) any breach of any representation and warranty of the Buyer contained in Article IV of this Agreement representation, warranty, covenant or the certificates delivered pursuant to Section 2.8(c)(i)(B), (ii) any breach of the covenants or agreements agreement of the Buyer contained in this Agreement, Agreement or any of the Ancillary Agreements and (iiiii) without duplication, any Assumed Liability. In the event that the Buyer may be obligated to indemnify a Seller Indemnitee under both subsection (i) and subsection (iii) of this Section 6.4(a), the Buyer’s obligations under subsection (iii) shall be controllingLiabilities. (b) The Buyer shall not be liable for (i) any Loss or Losses (other than Losses resulting from, arising out of, or incurred by the Seller Indemnitee in connection with, or otherwise with respect to any Assumed Liability) (i) unless the claim for such Loss or Losses is brought within the Applicable Survival Period, and (ii) any Loss or Losses pursuant to Section 6.4(a)(i) (other than with respect to the Fundamental Representations to which the limitations in this Section 6.4(b) other than the Aggregate Cap shall not apply) unless and until the amount of Losses arising from any single event, or a series of related events, exceeds $10,000 (Athe “Buyer Covered Losses”) the Loss is a Covered Loss and (Biii) unless and until the aggregate amount of all Covered Losses incurred by the Seller Buyer Indemnitees exceeds 1% of the Cash Consideration (the “Buyer Deductible”), and then only to the extent that such Buyer Covered Losses exceed the Buyer Deductible; provided that (1) that, except as provided in Section 8.3(c), the cumulative indemnification obligations obligation of the Buyer pursuant to Section 6.4(a)(iunder this Article VIII shall in no event exceed 25% of the amount of the Cash Consideration. (c) (other than with respect Notwithstanding anything to the Fundamental Representations to which contrary set forth herein, no limitation on the limitations indemnification obligations set forth in this Section 6.4(b) other than 8.3 shall apply to any breach of representations or warranties made in Sections 4.1, 4.2 or 4.6; provided that that the Aggregate Cap shall not applycumulative indemnification obligation of the Buyer under this Article VIII (including any breach of representations or warranties made in Sections 4.1, 4.2 or 4.6) shall in no event exceed the 10% Cap in the aggregate and (2) the cumulative indemnification obligations amount of the Cash Consideration. (d) In addition to the limitations set forth in Sections 8.3(b), the Buyer pursuant shall not be obligated to Section 6.4(a)(iindemnify the Seller Indemnitees with respect to (i) and any covenant or condition waived in writing by the Seller on or prior to the Closing or (ii) shall any indirect, special, incidental, consequential or punitive damages (except to the extent any of the foregoing damages are included in no event exceed the Aggregate Cap in the aggregatean award to a third party or Governmental Entity). (ce) Except as set forth in Section 2.9The Seller acknowledges and agrees that, Section 2.11 and Section 7.7should the Closing occur, the Sellers acknowledge and agree that its and each Seller Indemnitee’s sole and exclusive remedy of the Seller Indemnitees with respect to any and all matters arising out of, relating to or connected with this Agreement Agreement, the Business, the Purchased Assets, the Excluded Assets, the Assumed Liabilities or the Excluded Liabilities (other than claims of, or causes of action arising from, fraud or actions for specific performance or injunctive relief) shall be pursuant to the indemnification provisions set forth in this Article VI; provided that the provisions of this Section 6.4(c) shall not apply in the case of a claim for equitable remedies or intentional fraudVIII. (d) Notwithstanding anything to the contrary herein, the limitations set forth in Section 6.4(b) shall not, in any event, apply to a claim brought pursuant to Section 6.4(a)(iii).