Common use of Indemnification by the Buyer Clause in Contracts

Indemnification by the Buyer. (a) The Buyer agrees, subject to the other terms and conditions of this Agreement to indemnify the Sellers and its Affiliates, officers, directors, employees, agents, successors and assigns (each a "Seller Indemnified Party") against and hold them harmless from all Losses arising out of (i) the breach of any representation or warranty of the Buyer contained herein, and (ii) any breach of any covenant or agreement of the Buyer contained herein. Anything in Section 8.1 to the contrary notwithstanding, no claim may be asserted nor may any action be commenced against the Buyer for breach of any representation or warranty contained herein, unless written notice of such claim or action is received by the Buyer describing in detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the thirtieth (30th) day after the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1, and such claim or action arose on or prior to the date such representation or warranty ceased to survive, in which case such representation or warranty will survive as to such claim until such claim has been finally resolved. (b) The indemnification obligations of the Buyer pursuant to Section 8.3(a) shall not be effective until the aggregate dollar amount of all Losses (including without limitation the Buyer's expenses of defending and/or settling any claim or dispute giving rise to such indemnification obligation) that would otherwise be indemnifiable pursuant to Section 8.3(a) exceeds the Threshold Amount, and then only to the extent such aggregate amount exceeds the Threshold Amount. The indemnification obligations of the Buyer pursuant to Section 8.3(a) shall be effective only until the dollar amount paid in respect of the Losses (including without limitation the Buyer's expenses of defending and/or settling any claim or dispute giving rise to such indemnification obligation) indemnified against under Section 8.3(a) aggregates to equal the Maximum Amount. For purposes of this Section 8.3(b), in computing such individual or aggregate amounts of claims, the amount of any insurance proceeds and any indemnity, contribution or other similar payment actually recovered by the Seller Indemnified Parties from any third party with respect thereto shall be deducted from each such claim. (c) [Not applicable] (d) A Seller Indemnified Party shall give the Buyer written notice of any claim, assertion, event or proceeding by or in respect of a third party as to which such Seller Indemnified Party may request indemnification hereunder or as to which the Threshold Amount may be applied as soon as is practicable and in any event within thirty (30) days of the time that such Seller Indemnified Party learns of such claim, assertion, event or proceeding; provided, however, that the failure to so notify the Buyer shall not affect rights to indemnification hereunder except to the extent that the Buyer is actually prejudiced by such failure. The Buyer shall have the right to direct, through counsel of its own choosing, the defense or settlement of any such claim or proceeding at its own expense. If the Buyer elects to assume the defense of any such claim or proceeding, the Buyer shall consult with the Seller Indemnified Party, the Seller Indemnified Party may participate in such defense, but in such case the expenses of the Seller Indemnified Party shall be paid by the Seller Indemnified Party. The Seller Indemnified Party shall provide the Buyer with access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Buyer in the defense or settlement thereof, and the Buyer shall reimburse the Seller Indemnified Party for all the reasonable out-of-pocket expenses of such Seller Indemnified Party in connection therewith. If the Buyer elects to direct the defense of any such claim or proceeding, the Seller Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability, unless the Buyer consents in writing to such payment or unless the Buyer, subject to the last sentence of this Section 8.3(d), withdraws from the defense of such asserted liability, or unless a final judgment from which no appeal may be taken by or on behalf of the Buyer is entered against the Seller Indemnified Party for such liability. If the Buyer fails to defend or if, after commencing or undertaking any such defense, the Buyer fails to prosecute or withdraws from such defense, the Seller Indemnified Party shall have the right to undertake the defense or settlement thereof, at the Buyer's expense. If the Seller Indemnified Party assumes the defense of any such claim or proceeding pursuant to this Section 8.3(d) and proposes to settle such claim or proceeding prior to a final judgment thereon or to forego appeal with respect thereto, then such Seller Indemnified Party shall give the Buyer prompt written notice thereof and the Buyer shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding. (e) The Sellers hereby acknowledge and agree that from and after the Closing, their sole and exclusive remedy with respect to any and all claims relating to this Agreement shall be pursuant to the indemnification provisions set forth in this Article VIII. In furtherance of the foregoing and except as specified herein, the Sellers hereby waive to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action relating to the subject matter of this Agreement that they may have against the Buyer arising under or based upon any Law (including, without limitation, any such rights, claims or causes of action arising under or based upon common law or otherwise). (f) Except as set forth in this Agreement, the Buyer is not making any representation, warranty, covenant or agreement with respect to the matters contained herein. Anything herein to the contrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of the Sellers, after the consummation of the transactions contemplated by this Agreement, to rescind this Agreement or any of the transactions contemplated hereby. (g) The Buyer shall have no liability under any provision of this Agreement for and in no event shall the Threshold Amount be applied to any consequential damages. The Sellers shall take all reasonable steps to mitigate Losses for which indemnification may be claimed pursuant to this Agreement upon and after becoming aware of any event that could reasonably be expected to give rise to any such Losses. (h) No indemnification shall be payable to a Seller Indemnified Party with respect to claims asserted by such Seller Indemnified Party pursuant to Section 8.3(a) after the Indemnification Cut-Off Date.

Indemnification by the Buyer. (a) All representations and warranties of the Buyer contained herein, or in any agreement, certificate or document executed by the Buyer in connection herewith, shall survive the Closing for a period of three years. All information contained in any Schedule furnished hereunder by the Buyer shall be deemed a representation and warranty by the Buyer made in this Agreement as to the accuracy of such information. (b) The Buyer agrees, subject to the other terms and conditions of this Agreement agrees to indemnify and hold harmless the Sellers Seller and its Affiliatesstockholders, officers, directors, employees, agents, successors and assigns (each a the "Seller Indemnified PartySELLER INDEMNITEES") ), from and against any and hold them harmless from all Losses incurred in connection with, suffered by any of them, or asserted against any of them, arising out of or based upon (i) the breach or failure of any representation or warranty of the Buyer contained herein, or in any agreement, certificate or document executed by the Buyer in connection herewith, to be true and correct (regardless of any investigation made by or on behalf of the Seller and regardless of any information the Seller may have), (ii) any the breach of any covenant or agreement of the Buyer contained herein. Anything in Section 8.1 this Agreement, (iii) the Buyer's failure to discharge the contrary notwithstandingLiabilities, no claim may be asserted nor may or (iv) any action be commenced against the Buyer for breach of any representation arrangements or warranty contained herein, unless written notice of such claim agreements made or action is received alleged to have been made by the Buyer describing with any broker, finder or other agent in detail connection with the facts and circumstances with respect to the subject matter of such claim or action on or prior to the thirtieth (30th) day after the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1, and such claim or action arose on or prior to the date such representation or warranty ceased to survive, in which case such representation or warranty will survive as to such claim until such claim has been finally resolved. (b) transactions contemplated hereby. The indemnification obligations of the Buyer pursuant to Section 8.3(a) shall not be effective until required to indemnify under Section 10.7(b)(i) unless the aggregate dollar amount of all Losses (including without limitation the Buyer's expenses claims for Losses) thereunder exceeds a cumulative aggregate total of defending and/or settling $175,000, at which time rights to indemnification for Losses may be asserted for any claim or dispute giving rise to amounts in excess of such indemnification obligation) that would otherwise be indemnifiable pursuant to Section 8.3(a) exceeds the Threshold Amount, and then only to the extent such cumulative aggregate total of $175,000. The aggregate amount exceeds the Threshold Amount. The of indemnification obligations of the Buyer pursuant to under this Section 8.3(a10.7(b) shall be effective only until not exceed the dollar amount paid in respect of the Losses (including without limitation the Buyer's expenses of defending and/or settling any claim or dispute giving rise to such indemnification obligation) indemnified against under Section 8.3(a) aggregates to equal the Maximum Amount. For purposes of this Section 8.3(b), in computing such individual or aggregate amounts of claims, the amount of any insurance proceeds and any indemnity, contribution or other similar payment actually recovered by the Seller Indemnified Parties from any third party with respect thereto shall be deducted from each such claimPurchase Price. (c) [Not applicable] (d) A No claim for indemnification with respect to a breach of a representation and warranty shall be made by any Seller Indemnified Party Indemnitee under this Agreement after the applicable Survival Date unless prior to such Survival Date the Seller Indemnitee shall give have given the Buyer written notice of such claim for indemnification based upon actual loss sustained, or potential loss anticipated, as a result of the existence of any claim, assertiondemand, event suit, or proceeding by or in respect cause of a third party as to which action against such Seller Indemnified Party may request indemnification hereunder or as to which the Threshold Amount may be applied as soon as is practicable and in any event within thirty (30) days of the time that such Seller Indemnified Party learns of such claim, assertion, event or proceeding; provided, however, that the failure to so notify the Buyer shall not affect rights to indemnification hereunder except to the extent that the Buyer is actually prejudiced by such failureIndemnitee. The Buyer shall have the right to direct, through counsel of its own choosing, the defense or settlement of any such claim or proceeding at its own expense. If the Buyer elects to assume the defense of any such claim or proceeding, the Buyer shall consult with the Seller Indemnified Party, the Seller Indemnified Party may participate in such defense, but in such case the expenses of the Seller Indemnified Party shall be paid by the Seller Indemnified Party. The Seller Indemnified Party shall provide the Buyer with access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Buyer in the defense or settlement thereof, and the Buyer shall reimburse the Seller Indemnified Party for all the reasonable out-of-pocket expenses of such Seller Indemnified Party in connection therewith. If the Buyer elects to direct the defense of any such claim or proceeding, the Seller Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability, unless the Buyer consents in writing to such payment or unless the Buyer, subject to the last sentence provisions of this Section 8.3(d), withdraws from the defense 10.7 shall be effective upon consummation of such asserted liability, or unless a final judgment from which no appeal may be taken by or on behalf of the Buyer is entered against the Seller Indemnified Party for such liability. If the Buyer fails to defend or if, after commencing or undertaking any such defense, the Buyer fails to prosecute or withdraws from such defense, the Seller Indemnified Party shall have the right to undertake the defense or settlement thereof, at the Buyer's expense. If the Seller Indemnified Party assumes the defense of any such claim or proceeding pursuant to this Section 8.3(d) and proposes to settle such claim or proceeding prior to a final judgment thereon or to forego appeal with respect thereto, then such Seller Indemnified Party shall give the Buyer prompt written notice thereof and the Buyer shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding. (e) The Sellers hereby acknowledge and agree that from and after the Closing, their sole and exclusive remedy with respect to any and all claims relating to this Agreement shall be pursuant prior to the indemnification provisions set forth in this Article VIII. In furtherance of the foregoing and except as specified hereinClosing, the Sellers hereby waive to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action relating to the subject matter of this Agreement that they may have against the Buyer arising under or based upon any Law (including, without limitation, any such rights, claims or causes of action arising under or based upon common law or otherwise). (f) Except as set forth in this Agreement, the Buyer is not making any representation, warranty, covenant or agreement with respect to the matters contained herein. Anything herein to the contrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of the Sellers, after the consummation of the transactions contemplated by this Agreement, to rescind this Agreement or any of the transactions contemplated hereby. (g) The Buyer shall have no liability under any provision of this Agreement for force and in no event shall the Threshold Amount be applied to any consequential damages. The Sellers shall take all reasonable steps to mitigate Losses for which indemnification may be claimed pursuant to this Agreement upon and after becoming aware of any event that could reasonably be expected to give rise to any such Losseseffect. (h) No indemnification shall be payable to a Seller Indemnified Party with respect to claims asserted by such Seller Indemnified Party pursuant to Section 8.3(a) after the Indemnification Cut-Off Date.

Indemnification by the Buyer. (a) The Buyer agrees, subject Subject to the other terms limitations set forth herein, following the Closing, the Buyer and conditions of this Agreement to the Acquired Company shall indemnify and defend the Sellers and its Representatives and Affiliates, and each of their respective shareholders, members, partners, officers, directors, managers, employees, agents, Affiliates, and each of the 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 that is a "Covered Loss suffered or incurred or imposed on such Seller Indemnified Party") against and hold them harmless from all Losses Indemnitee to the extent arising out of (i) the any breach of any representation or warranty of made by the Buyer contained hereinin ARTICLE V or in any Related Agreement, and (ii) any breach of any covenant or agreement of the Buyer contained herein. Anything in Section 8.1 this Agreement or in any Related Agreement, and (iii) any liabilities arising out of or in connection with or related to the contrary notwithstanding, no claim may be asserted nor may any action be commenced against the Buyer for breach of any representation or warranty contained herein, unless written notice of such claim or action is received by the Buyer describing in detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the thirtieth (30th) day after the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1, and such claim or action arose on or prior to the date such representation or warranty ceased to survive, in which case such representation or warranty will survive as to such claim until such claim has been finally resolved. (b) The indemnification obligations operation of the Buyer pursuant to Section 8.3(a) shall not be effective until the aggregate dollar amount of all Losses (including without limitation the Buyer's expenses of defending and/or settling any claim or dispute giving rise to such indemnification obligation) that would otherwise be indemnifiable pursuant to Section 8.3(a) exceeds the Threshold Amount, and then only to the extent such aggregate amount exceeds the Threshold Amount. The indemnification obligations business of the Buyer pursuant to Section 8.3(a) shall be effective only until Acquired Company from and following the dollar amount paid in respect of the Losses (including without limitation the Buyer's expenses of defending and/or settling any claim or dispute giving rise to such indemnification obligation) indemnified against under Section 8.3(a) aggregates to equal the Maximum Amount. For purposes of this Section 8.3(b)Closing, in computing such individual or aggregate amounts of claims, the amount of any insurance proceeds and any indemnity, contribution or other similar payment actually recovered by the Seller Indemnified Parties from any third party with respect thereto shall be deducted from each such claim. (c) [Not applicable] (d) A Seller Indemnified Party shall give the Buyer written notice of any claim, assertion, event or proceeding by or in respect of a third party as to which such Seller Indemnified Party may request indemnification hereunder or as to which the Threshold Amount may be applied as soon as is practicable and in any event within thirty (30) days of the time that such Seller Indemnified Party learns of such claim, assertion, event or proceeding; provided, however, that the failure to so notify the Buyer shall not affect rights to indemnification hereunder except to the extent that the Buyer is actually prejudiced by such failure. The Buyer shall have Sellers are required to indemnify the right to directSeller Indemnitees hereunder. (b) Notwithstanding Section 9.3(a)(i), through counsel of its own choosing, the defense or settlement of any such claim or proceeding at its own expense. If the Buyer elects to assume the defense of any such claim or proceeding, (i) the Buyer shall consult not have any obligation to indemnify any Seller Indemnitee pursuant to Section 9.3(a)(i) (other than in respect of any breach or inaccuracy of any Buyer Fundamental Representation) unless and until (A) the Loss is a Covered Loss, and (B) aggregate amount of all Losses incurred or sustained by all Seller Indemnitees with respect to which the Seller Indemnified PartyParties would otherwise be entitled to indemnification under Section 9.3(a)(i) exceeds the Deductible, whereupon the Buyer shall be required to indemnify the Seller Indemnitee for all such Losses in excess of the Deductible and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 9.3(a)(i) shall in no event exceed the Cap. Notwithstanding anything to the contrary set forth herein, the Deductible and Cap will not apply to the case of any breach of any Buyer Fundamental Representation or in the case of Fraud. (c) Except with respect to claims based on Fraud, and as set forth in Section 10.8, the Seller Indemnified Party may participate in such defenseacknowledges and agrees that, but in such case should the expenses of the Seller Indemnified Party shall be paid by the Seller Indemnified Party. The Seller Indemnified Party shall provide the Buyer with access to Closing occur, its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Buyer in the defense or settlement thereof, and the Buyer shall reimburse the Seller Indemnified Party for all the reasonable out-of-pocket expenses of such Seller Indemnified Party in connection therewith. If the Buyer elects to direct the defense of any such claim or proceeding, the Seller Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability, unless the Buyer consents in writing to such payment or unless the Buyer, subject to the last sentence of this Section 8.3(d), withdraws from the defense of such asserted liability, or unless a final judgment from which no appeal may be taken by or on behalf of the Buyer is entered against the Seller Indemnified Party for such liability. If the Buyer fails to defend or if, after commencing or undertaking any such defense, the Buyer fails to prosecute or withdraws from such defense, the Seller Indemnified Party shall have the right to undertake the defense or settlement thereof, at the Buyer's expense. If the Seller Indemnified Party assumes the defense of any such claim or proceeding pursuant to this Section 8.3(d) and proposes to settle such claim or proceeding prior to a final judgment thereon or to forego appeal with respect thereto, then such Seller Indemnified Party shall give the Buyer prompt written notice thereof and the Buyer shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding. (e) The Sellers hereby acknowledge and agree that from and after the Closing, their sole and exclusive remedy with respect to any and all claims matters arising out of, relating to or connected with this Agreement Agreement, the Acquired Company or its Subsidiaries and their respective assets and liabilities, the Transactions and the Interests shall be pursuant to the indemnification provisions set forth in this Article VIII. In furtherance of the foregoing and except as specified herein, the Sellers hereby waive to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action relating to the subject matter of this Agreement that they may have against the Buyer arising under Section 6.7 or based upon any Law (including, without limitation, any such rights, claims or causes of action arising under or based upon common law or otherwise). (f) Except as set forth in this Agreement, the Buyer is not making any representation, warranty, covenant or agreement with respect to the matters contained herein. Anything herein to the contrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of the Sellers, after the consummation of the transactions contemplated by this Agreement, to rescind this Agreement or any of the transactions contemplated herebyARTICLE IX. (g) The Buyer shall have no liability under any provision of this Agreement for and in no event shall the Threshold Amount be applied to any consequential damages. The Sellers shall take all reasonable steps to mitigate Losses for which indemnification may be claimed pursuant to this Agreement upon and after becoming aware of any event that could reasonably be expected to give rise to any such Losses. (h) No indemnification shall be payable to a Seller Indemnified Party with respect to claims asserted by such Seller Indemnified Party pursuant to Section 8.3(a) after the Indemnification Cut-Off Date.

Indemnification by the Buyer. Limits on Indemnification. (a) The Buyer agrees, subject to the other terms and conditions of this Agreement to indemnify the Sellers and its Affiliates, officers, directors, employees, agents, successors and assigns (each a "Seller Indemnified Party") against and hold them harmless from all Losses arising out of (i) the breach of any representation or warranty of the Buyer contained herein, and (ii) any breach of any covenant or agreement of the Buyer contained herein. Anything in Section 8.1 to the contrary notwithstanding, no No claim may be asserted nor may any action be commenced against the Buyer either party for breach of any representation or warranty contained hereinin this Agreement or the Ancillary Agreements or any certificate delivered hereto or thereto, unless written notice of such claim or action is received by the Buyer such party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the thirtieth (30th) day after the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1, and such claim or action arose on or prior to the date such representation or warranty ceased to survive7.1, in which case such representation or warranty will shall survive as to such claim until such claim has been finally resolved. (b) The Notwithstanding anything to the contrary contained in this Agreement: (i) neither party shall be liable to the other party for any claim for indemnification obligations of under Section 7.2(a) or 7.3(a), as the Buyer pursuant to Section 8.3(a) shall not be effective case may be, unless and until the aggregate dollar amount of all indemnifiable Losses (including without limitation that may be recovered from the Buyer's expenses of defending and/or settling any claim Seller or dispute giving rise to such indemnification obligationthe Asset Purchase Agreement Buyer under Section 7.2(a) that would otherwise be indemnifiable pursuant to Section 8.3(a) or 7.3(a), as the case may be, equals or exceeds $4,620,000 in which case the Threshold Amount, and then only to the extent such aggregate amount exceeds the Threshold Amount. The indemnification obligations of the Buyer pursuant to Section 8.3(a) Indemnifying Party shall be effective liable only until the dollar amount paid in respect of for the Losses (including without limitation the Buyer's expenses of defending and/or settling any claim or dispute giving rise to such indemnification obligation) indemnified against under Section 8.3(a) aggregates to equal the Maximum Amount. For purposes of this Section 8.3(b), in computing such individual or aggregate amounts of claims, the amount of any insurance proceeds and any indemnity, contribution or other similar payment actually recovered by the Seller Indemnified Parties from any third party with respect thereto shall be deducted from each such claim. (c) [Not applicable] (d) A Seller Indemnified Party shall give the Buyer written notice of any claim, assertion, event or proceeding by or in respect of a third party as to which such Seller Indemnified Party may request indemnification hereunder or as to which the Threshold Amount may be applied as soon as is practicable and in any event within thirty (30) days of the time that such Seller Indemnified Party learns excess of such claim, assertion, event or proceedingamount; provided, however, that the failure to so notify the Buyer such limitation shall not affect rights apply with respect to indemnification hereunder except representations and warranties relating to title to the extent that Real Property and the Buyer is actually prejudiced by Transferred Assets and, in substitute of such failure. The Buyer shall have the right to direct, through counsel of its own choosing, the defense or settlement of any such claim or proceeding at its own expense. If the Buyer elects to assume the defense of any such claim or proceeding, the Buyer shall consult with the Seller Indemnified Partylimitation, the Seller Indemnified Party may participate shall not be liable to the Buyer for any claim for indemnification under Section 7.2(a), in such defense, but in such case the expenses respect of representations and warranties that the Seller Indemnified Party shall be paid by is transferring title to the Seller Indemnified Party. The Seller Indemnified Party shall provide the Buyer with access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Buyer in the defense or settlement thereof, Real Property and the Buyer shall reimburse the Seller Indemnified Party for all the reasonable out-of-pocket expenses Transferred Assets free and clear of such Seller Indemnified Party in connection therewith. If the Buyer elects to direct the defense of any such claim or proceeding, the Seller Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability, unless the Buyer consents in writing to such payment or unless the Buyer, subject to the last sentence of this Section 8.3(d), withdraws from the defense of such asserted liability, or unless a final judgment from which no appeal may be taken by or on behalf of the Buyer is entered against the Seller Indemnified Party for such liability. If the Buyer fails to defend or if, after commencing or undertaking any such defense, the Buyer fails to prosecute or withdraws from such defense, the Seller Indemnified Party shall have the right to undertake the defense or settlement thereof, at the Buyer's expense. If the Seller Indemnified Party assumes the defense of any such claim or proceeding pursuant to this Section 8.3(d) and proposes to settle such claim or proceeding prior to a final judgment thereon or to forego appeal with respect thereto, then such Seller Indemnified Party shall give the Buyer prompt written notice thereof and the Buyer shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding. Encumbrances (e) The Sellers hereby acknowledge and agree that from and after the Closing, their sole and exclusive remedy with respect to any and all claims relating to this Agreement shall be pursuant to the indemnification provisions set forth in this Article VIII. In furtherance of the foregoing and except as specified herein, the Sellers hereby waive to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action relating to the subject matter of this Agreement that they may have against the Buyer arising under or based upon any Law (including, without limitation, any such rights, claims or causes of action arising under or based upon common law or otherwise). (f) Except other than as set forth in this Agreement) unless and until the aggregate amount of indemnifiable Losses that may be recovered from the Seller under Section 7.2(a) in respect of such representations and warranties equals or exceeds $400,000; provided further, the Buyer is however, that such limitations shall not making any representation, warranty, covenant or agreement with apply to indemnification in respect of representations and warranties relating to the matters contained herein. Anything herein to the contrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of the Sellers, after the consummation authorization of the transactions contemplated by this Agreement, Taxes, C-Corporations as set forth in Section 3.22 and brokers; (ii) the maximum aggregate amount of indemnifiable Losses that may be recovered by either party under Section 7.2(a) or 7.3(a), as the case may be, shall be an amount equal to rescind this Agreement $50,000,000; provided, however, that the maximum aggregate amount of indemnifiable Losses that may be recovered by either party under Section 7.2(a) or any 7.3(a), as the case may be, with respect to representations and warranties relating to ERISA and environmental matters shall be an amount equal to $154,000,000; provided further, however, that the maximum aggregate amount of indemnifiable Losses that may be recovered by either party under Section 7.2(a) or 7.3(a), as the case may be, with respect to representations and warranties relating to authorization of the transactions contemplated hereby.by this Agreement, Taxes, title to the Real Property and the Transferred Assets, the C-Corporations and brokers shall be the Purchase Price (for the avoidance of doubt, the maximum amounts payable under any clause of this Section 7.5(b)(ii) shall be reduced by any amount previously paid under Section 7.2(a) or 7.3(a)); (giii) The no Losses may be claimed by any Indemnified Party or shall be reimbursable by or shall be included in calculating the aggregate Losses set forth in clause (i) above other than Losses in excess of $5,000 resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; (iv) the Seller shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Loss to the extent that such Loss was a Current Liability included in the calculation of the Final Net Current Asset Value or to the extent that an accrual or reserve for the amount of such loss was included in the calculation of the Final Net Asset Value (in each case, as finally determined pursuant to Section 2.9); and (v) no party hereto shall have no any liability under any provision of this Agreement for and any punitive, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue, profits or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, except to the extent awarded by a court or other tribunal of competent jurisdiction to a third party in no event shall the Threshold Amount be applied to any consequential damagesconnection with a Third Party Claim. The Sellers shall take Asset Purchase Agreement (c) For all reasonable steps to mitigate Losses for which indemnification may be claimed pursuant to purposes of this Agreement upon and after becoming aware the Ancillary Agreements, Losses shall be net of any event that could reasonably be expected insurance or other recoveries payable to give the Indemnified Party or its Affiliates in connection with the Losses giving rise to any such Lossesthe right of indemnification. (hd) No indemnification The Buyer and the Seller shall be payable to a Seller Indemnified Party reasonably cooperate with each other with respect to claims asserted resolving any claim or liability with respect to which one party is obligated to indemnify the other party hereunder, including by making commercially reasonably efforts to mitigate or resolve any such Seller Indemnified Party pursuant to Section 8.3(a) after the Indemnification Cut-Off Dateclaim or liability.

Indemnification by the Buyer. (a) The Buyer agreesFrom and after the Closing, subject to the other terms and conditions of this Agreement to indemnify the Sellers Seller and its Affiliates, officers, directors, employees, agents, successors agents and assigns Representatives (each a "“Seller Indemnified Party"Indemnitee”) against shall be indemnified and hold them held harmless from all Losses arising out against, any Loss incurred as a result of (i) the any breach of or inaccuracy in any representation or warranty made by Buyer in Article V of this Agreement or any representation or warranty made by Buyer in any Transaction Document delivered by Buyer pursuant to this Agreement, as of the Buyer contained hereindate such representation and warranty was made or as if such representation or warranty was made on and as of the Closing Date as of the Effective Time, and (ii) any breach by Buyer of any covenant of its covenants or agreement of agreements contained in this Agreement or any Transaction Document, or (iii) any breach by the Buyer contained herein. Anything in Section 8.1 to the contrary notwithstanding, no claim may be asserted nor may any action be commenced against the Buyer for breach Company or its Subsidiaries of any representation of its covenants or warranty agreements contained herein, unless written notice of such claim herein or action is received in any Transaction Document which are to be performed by the Buyer describing in detail the facts and circumstances with respect to the subject matter of such claim Company or action on or prior to the thirtieth (30th) day its Subsidiaries after the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1, and such claim or action arose on or prior to the date such representation or warranty ceased to survive, in which case such representation or warranty will survive as to such claim until such claim has been finally resolvedClosing Date. (b) The No Seller Indemnitee will be entitled to any indemnification obligations of the Buyer pursuant to Section 8.3(aSections 8.6(a)(i) shall not be effective until unless the aggregate dollar amount of all Losses (including without limitation the Buyer's expenses of defending and/or settling any claim or dispute giving rise would exceed on a cumulative basis an amount equal to such indemnification obligation) that would otherwise be indemnifiable pursuant to Section 8.3(a) exceeds the Threshold Amount, and then only to the extent such aggregate amount exceeds the Threshold Amount. The indemnification obligations of Basket in which in which event the Buyer pursuant will be required to Section 8.3(a) shall pay or be effective only until liable for all such Losses from the dollar amount paid in respect of the Losses (including without limitation the Buyer's expenses of defending and/or settling any claim or dispute giving rise to such indemnification obligation) indemnified against under Section 8.3(a) aggregates to equal the Maximum Amount. For purposes of this Section 8.3(b), in computing such individual or aggregate amounts of claims, the amount of any insurance proceeds and any indemnity, contribution or other similar payment actually recovered by the Seller Indemnified Parties from any third party with respect thereto shall be deducted from each such claimfirst dollar. (c) [Not applicable]The aggregate amount of all Losses for which the Buyer shall be liable pursuant to Section 8.6(a)(i) shall not exceed the Cap. After the first anniversary of the Closing Date, the aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.6(a)(i) shall not exceed the Adjusted Cap; provided that Seller Indemnitees have not incurred Losses in an aggregate amount in excess of the Adjusted Cap prior to the first anniversary of the Closing Date. If, prior to the first anniversary of the Closing Date, Seller Indemnitees have incurred aggregate Losses in excess of the Adjusted Cap, but less than the Cap (the “Seller First Year Losses”), then the Buyer Indemnities will have no further recourse against Seller for Losses incurred under Section 8.6(a)(i) in excess of the Seller First Year Losses. (d) A Seller Indemnified Party Nothing in this Section 8.6 shall give the Buyer written notice of limit or restrict any claim, assertion, event or proceeding by or in respect of a third party as to which such Seller Indemnified Party may request indemnification hereunder or as to which the Threshold Amount may be applied as soon as is practicable and in any event within thirty (30) days of the time that such Seller Indemnified Party learns of such claim, assertion, event or proceeding; provided, however, that the failure to so notify the Buyer shall not affect rights to indemnification hereunder except to the extent that the Buyer is actually prejudiced by such failure. The Buyer shall have the right to direct, through counsel of its own choosing, the defense or settlement of any such claim or proceeding at its own expense. If the Buyer elects to assume the defense of any such claim or proceeding, the Buyer shall consult with the Seller Indemnified Party, the Seller Indemnified Party may participate in such defense, but in such case the expenses of the Seller Indemnified Party shall be paid by the Seller Indemnified Party. The Seller Indemnified Party shall provide the Buyer with access Indemnitees’ right to its records and personnel relating to maintain any such claim, assertion, event action or proceeding during normal business hours and shall otherwise cooperate with the Buyer in the defense or settlement thereof, and the Buyer shall reimburse the Seller Indemnified Party for all the reasonable out-of-pocket expenses of such Seller Indemnified Party in connection therewith. If the Buyer elects to direct the defense of any such claim or proceeding, the Seller Indemnified Party shall not pay, recover any Losses against or permit to be paid, any part of any claim or demand arising from such asserted liability, unless the Buyer consents in writing to such payment or unless the Buyer, subject to the last sentence of this Section 8.3(d), withdraws from the defense of such asserted liability, or unless a final judgment from which no appeal may be taken by or on behalf of the Buyer is entered against the Seller Indemnified Party for such liability. If the Buyer fails to defend or if, after commencing or undertaking any such defense, the Buyer fails to prosecute or withdraws from such defense, the Seller Indemnified Party shall have the right to undertake the defense or settlement thereof, at the Buyer's expense. If the Seller Indemnified Party assumes the defense of any such claim or proceeding pursuant to this Section 8.3(d) and proposes to settle such claim or proceeding prior to a final judgment thereon or to forego appeal with respect thereto, then such Seller Indemnified Party shall give the Buyer prompt written notice thereof and the Buyer shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceedingPerson that has committed Fraud. (e) The Sellers hereby acknowledge and agree that from and after the Closing, their sole and exclusive remedy with respect If any Loss claimed by a Seller Indemnitee is agreed to any and all claims relating to this Agreement shall be pursuant to the indemnification provisions set forth in this Article VIII. In furtherance of the foregoing and except as specified herein, the Sellers hereby waive to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action relating to the subject matter of this Agreement that they may have against by the Buyer arising under or based upon any Law (including, without limitation, any such rights, claims or causes of action arising under or based upon common law or otherwise). (f) Except as set forth in this Agreement, the Buyer is not making any representation, warranty, covenant or agreement with respect finally adjudicated to the matters contained herein. Anything herein to the contrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of the Sellers, after the consummation of the transactions contemplated by this Agreement, to rescind this Agreement or any of the transactions contemplated hereby. (g) The Buyer shall have no liability under any provision of this Agreement for and in no event shall the Threshold Amount be applied to any consequential damages. The Sellers shall take all reasonable steps to mitigate Losses for which indemnification may be claimed pursuant to this Agreement upon and after becoming aware of any event that could reasonably be expected to give rise to any such Losses. (h) No indemnification shall be payable to a Seller Indemnified Party with respect to claims asserted by such Seller Indemnified Party Indemnitee pursuant to Section 8.3(athis Article VIII, the Buyer shall satisfy its obligations within fifteen (15) after Business Days of such acceptance or final, non-appealable adjudication by wire transfer of immediately available funds to the Indemnification Cutaccount specified in writing by the Seller Indemnitee. The parties agree that should Buyer not make full payment of any such obligations within such fifteen (15) Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-Off Dateappealable adjudication to and including the date such payment has been made at a rate per annum equal to 3%. Such interest shall be calculated daily on the basis of a 365/366 day year and the actual number of days elapsed, without compounding.

Indemnification by the Buyer. (a) The Buyer agrees, subject to the other terms and conditions of this Agreement and the other Transaction Documents to indemnify the Sellers Partners and its their respective Affiliates, officers, directors, employees, agents, successors and assigns (each a "Seller Partners Indemnified Party") against and hold them harmless from all Losses arising out of (i) the breach of of, or inaccuracy in, any representation or warranty of any Buyer Party contained in this Agreement, any other Transaction Document, or in any certificate, instrument or other document or agreement delivered by or on behalf of any Buyer Party to the Buyer contained hereinCompany or any Partner pursuant to Section 6.2 of this Agreement or under any other Transaction Document, and (ii) any breach of or failure to perform any covenant or agreement of the any Buyer Party contained herein, in any other Transaction Document, or in any such certificate, instrument, document or agreement delivered by or on behalf of any Buyer Party pursuant to this Agreement. Anything in Section 8.1 7.1 to the contrary notwithstanding, no claim may be asserted nor may any action be commenced against the Buyer for breach of any representation representation, warranty or warranty covenant contained herein, unless written notice of such claim or action a Claim Notice is received by the Buyer describing in detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the thirtieth (30th) day after Indemnification Cut-Off Date relating to the date on which the representation representation, warranty or warranty covenant on which such claim or action is based ceases to survive as set forth in Section 8.1, and such claim or action arose on or prior to the date such representation or warranty ceased to surviveIndemnification Cut-Off Date, in which case such representation representation, warranty or warranty covenant will survive as to such claim until such claim has been finally resolved. Such Claim Notice shall contain (A) a description and the Claimed Amount of any Losses incurred or reasonably expected to be incurred by the Partners Indemnified Party, (B) a statement that the Partners Indemnified Party is entitled to indemnification under this Article VII for such Losses and a reasonable explanation of the basis therefor and (C) a demand for payment in the amount of such Losses. The Buyer shall be obligated to indemnify the Partners Indemnified Parties pursuant to this Section 7.3(a) notwithstanding any investigation made at any time or on behalf of any party hereto; provided that the Buyer shall not be obligated to indemnify the Partners with respect to a breach of, or inaccuracy in, a representation or warranty to the extent that a Company Knowledge Party had actual knowledge of the existence of such breach or inaccuracy on or before the Closing Date. (b) The indemnification obligations of the Buyer pursuant to Section 8.3(a7.3(a) shall not be effective until the aggregate dollar amount of all Losses (including without limitation the Buyer's expenses of defending and/or settling any claim or dispute giving rise to such indemnification obligation) that would otherwise be indemnifiable pursuant to Section 8.3(a7.3(a) exceeds the Threshold Amount, and then only to the extent such aggregate amount exceeds the Threshold Amount. The indemnification obligations of the Buyer pursuant to Section 8.3(a7.3(a) shall be effective only until the aggregate dollar amount paid in respect of the Losses (including without limitation the Buyer's expenses of defending and/or settling any claim or dispute giving rise to such indemnification obligation) indemnified against under Section 8.3(a7.3(a) aggregates to equal equals the Maximum AmountAmount for all Losses; provided that the Maximum Amount shall not apply to any Losses based on any claim of fraud or intentional misrepresentation. For purposes of this Section 8.3(b7.3(b), in computing such individual or aggregate amounts of claims, the amount of any insurance proceeds and any indemnity, contribution or other similar payment actually recovered by the Seller Partners Indemnified Parties from any third party with respect thereto shall be deducted from each such claim. The amount of Losses otherwise recoverable under this Section 7.3 shall be adjusted to the extent any federal, state, local or foreign tax liabilities or benefits are realized by the Partners Indemnified Parties primarily by reason of any Loss or indemnity payment hereunder. (c) [Not applicable] (d) A Seller Partners Indemnified Party shall give the Buyer written notice of any claim, assertion, event or proceeding by or in respect of a third party as to which such Seller Partners Indemnified Party may request indemnification hereunder or as to which the Threshold Amount may be applied as soon as is practicable and in any event within thirty (30) days of the time that such Seller Partners Indemnified Party learns of such claim, assertion, event or proceedingproceeding and such notice shall describe in reasonable detail (to the extent known by the Partners Indemnified Party) the facts constituting the basis for such suit or proceeding and the amount of the claimed damages; provided, however, that the failure to so notify any delay in notifying the Buyer shall not affect rights to indemnification hereunder except to the extent that the Buyer is actually materially prejudiced by such failurefailure or incurs additional costs or liability as a result. The Buyer shall have the right to direct, through counsel of its own choosing, the defense or settlement of any such claim or proceeding at its own expense. If the Buyer elects to assume the defense of any such claim or proceeding, the Buyer shall consult keep the Partners Indemnified Party advised as to the status of such suit or proceeding and defense thereof and shall consider in good faith recommendations made by the Partners Indemnified Party with the Seller Indemnified Party, the Seller respect thereto. The Partners Indemnified Party may participate in such defense, but in such case the expenses of the Seller Partners Indemnified Party shall be paid by the Seller Partners Indemnified Party. The Seller Partners Indemnified Party shall provide the Buyer with access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with and assist the Buyer in the defense or settlement thereof, and the Buyer shall reimburse the Seller Indemnified Party for all the reasonable out-of-pocket expenses of such Seller Indemnified Party in connection therewith. If the Buyer elects to direct the defense of any such claim or proceeding, the Seller Partners Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability, unless the Buyer consents in writing to such payment or unless the Buyer, subject to the last sentence of this Section 8.3(d7.3(c), withdraws from the defense of such asserted liability, or unless a final judgment from which no appeal may be taken by or on behalf of the Buyer is entered against the Seller Partners Indemnified Party for such liability. If the Buyer fails to defend or if, after commencing or undertaking any such defense, the Buyer fails to prosecute or withdraws from such defense, the Seller Partners Indemnified Party shall have the right to undertake the defense or settlement thereof, at the Buyer's expense. If the Seller Partners Indemnified Party assumes the defense of any such claim or proceeding pursuant to this Section 8.3(d7.3(c) and proposes to settle such claim or proceeding prior to a final judgment thereon or to forego appeal with respect thereto, then such Seller Partners Indemnified Party shall give the Buyer prompt written notice thereof and the Buyer shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding. Notwithstanding the foregoing, the Buyer shall not be bound by any determination of a proceeding so defended or any compromise or settlement effected without its consent (which consent may not be unreasonably withheld or delayed). (d) Within twenty (20) Business Days after delivery of a Claim Notice by a Partners Indemnified Party, the Buyer shall deliver to the Indemnification Representative a Response in which the Buyer shall: (i) agree that the Partners Indemnified Party is entitled to receive all of the Claimed Amount (in which case, the Buyer shall, within three (3) Business Days following the delivery of the Response, distribute to the Partners Indemnified Party an amount of cash equal to the Claimed Amount), (ii) agree that the Partners Indemnified Party is entitled to receive the Agreed Amount (in which case, the Buyer shall, within three (3) Business Days following the delivery of the Response, distribute to the Partners Indemnified Party an amount of cash equal to the Agreed Amount) or (iii) dispute that the Partners Indemnified Party is entitled to receive any of the Claimed Amount. If, in the Response, the Buyer disputes its liability for all or part of the Claimed Amount, the Buyer and the Partners Indemnified Party shall follow the procedures set forth below for the resolution of such Dispute. During the fifteen (15) day period following the delivery of a Response that reflects a Dispute, the Buyer and the Partners Indemnified Party shall use good faith efforts to resolve the Dispute. If the Partners Indemnified Party and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and the Buyer shall, within three (3) Business Days, distribute the amount of cash specified in such memorandum in accordance with the terms thereof. (e) The Sellers hereby acknowledge and agree that from From and after the Closing, their the Partners' sole and exclusive remedy with respect to any and all claims relating to this Agreement shall be pursuant to the indemnification provisions set forth in this Article VIII. In furtherance of the foregoing and VII, except as specified herein, the Sellers hereby waive to the fullest extent permitted under applicable Law, for any and all rights, claims and causes of action relating to the subject matter of this Agreement that they may have against the Buyer arising under based on fraud or based upon any Law (including, without limitation, any such rights, claims or causes of action arising under or based upon common law or otherwise)intentional misrepresentation. (f) Except as set forth in this Agreement, the Buyer is not making any representation, warranty, covenant or agreement with respect to the matters contained herein. Anything herein to the contrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of the Sellers, after the consummation of the transactions contemplated by this Agreement, to rescind this Agreement or any of the transactions contemplated hereby. (g) The Buyer shall have no liability under any provision of this Agreement for and any consequential, exemplary or punitive damages or any multiple of damages or diminution in no event shall the Threshold Amount be applied to any consequential damagesvalue. The Sellers Partners shall take all reasonable steps to mitigate Losses for which indemnification may be claimed pursuant to this Agreement upon and after becoming aware of any event that could reasonably be expected to give rise to any such Losses. (h) No indemnification shall be payable to a Seller Indemnified Party with respect to claims asserted by such Seller Indemnified Party pursuant to Section 8.3(a) after the Indemnification Cut-Off Date.

Indemnification by the Buyer. (a) The Buyer agrees, subject Subject to the other terms limitations set forth in this ARTICLE VIII, after the Closing, the Buyer shall, and conditions of this Agreement to indemnify shall cause the Sellers Company Entities to, indemnify, hold harmless and defend the Seller, its Affiliates, officersits and their respective Representatives, directorsand each of the foregoing Person’s respective Related Parties, employees, agents, and each of the successors and assigns of any of the foregoing (collectively, the “Seller Indemnitees”) against, and shall hold each a "Seller Indemnified Party") against and hold them Indemnitee harmless from all Losses from, any Loss resulting from, arising out of of, or incurred by such Seller Indemnitee in connection with, or otherwise with respect to: (i) the any inaccuracy in or breach of any representation or and warranty of made the Buyer contained herein, and in this Agreement (other than the Buyer Fundamental Representations); (ii) any inaccuracy in or breach of any Buyer Fundamental Representation; and (iii) any breach or non-fulfillment of any covenant or agreement determined without regard to materiality of the Buyer contained herein. Anything in Section 8.1 to the contrary notwithstanding, no claim may be asserted nor may any action be commenced against the Buyer for breach of any representation or warranty contained herein, unless written notice of such claim or action is received by the Buyer describing in detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the thirtieth (30th) day after the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1, and such claim or action arose on or prior to the date such representation or warranty ceased to survive, in which case such representation or warranty will survive as to such claim until such claim has been finally resolvedthis Agreement. (b) The indemnification obligations of the Buyer pursuant to Section 8.3(a) shall not be effective liable for any Loss or Losses (i) unless a written notice of claim for such Loss or Losses is provided within the Applicable Survival Period, (ii) if such Loss or Losses arise under Section 8.3(a)(i), (A) unless and until the aggregate dollar amount of Losses arising from any matter or series of related matters constitutes Covered Losses, and (B) unless and until the amount of all Losses under Section 8.3(a)(i) exceed the Deductible (including without limitation provided that any Losses that do not constitute Covered Losses shall be included in determining whether or not the Buyer's expenses amount of defending and/or settling any claim or dispute giving rise to such indemnification obligation) that would otherwise be indemnifiable pursuant to Losses under Section 8.3(a8.3(a)(i) exceeds the Threshold Amount, and then only to the extent such aggregate amount exceeds the Threshold Amount. The indemnification obligations of the Buyer pursuant to Section 8.3(a) shall be effective only until the dollar amount paid in respect of the Losses (including without limitation the Buyer's expenses of defending and/or settling any claim or dispute giving rise to such indemnification obligation) indemnified against under Section 8.3(a) aggregates to equal the Maximum Amount. For purposes of this Section 8.3(bDeductible), in computing such individual or aggregate amounts of claims, the amount of any insurance proceeds and any indemnity, contribution or other similar payment actually recovered by the Seller Indemnified Parties from any third party with respect thereto shall be deducted from each such claim. (c) [Not applicable] (d) A Seller Indemnified Party shall give the Buyer written notice of any claim, assertion, event or proceeding by or in respect of a third party as to which such Seller Indemnified Party may request indemnification hereunder or as to which the Threshold Amount may be applied as soon as is practicable and in any event within thirty (30) days of the time that such Seller Indemnified Party learns of such claim, assertion, event or proceeding; provided, however, that the failure to so notify cumulative indemnification obligations of the Buyer under Section 8.3(a)(i) shall not affect rights to indemnification hereunder except in no event exceed $6,000,000. Notwithstanding anything to the extent that contrary set forth herein, the cumulative indemnification obligations of the Buyer is actually prejudiced by such failure. The Buyer under this ARTICLE VIII shall have the right in no event exceed $30,000,000. (c) Subject to direct, through counsel of its own choosing, the defense or settlement of any such claim or proceeding at its own expense. If the Buyer elects to assume the defense of any such claim or proceeding, the Buyer shall consult with the Seller Indemnified PartySection 9.6, the Seller Indemnified Party may participate in such defenseacknowledges and agrees that, but in such case should the expenses of the Closing occur, each Seller Indemnified Party shall be paid by the Seller Indemnified Party. The Seller Indemnified Party shall provide the Buyer with access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Buyer in the defense or settlement thereof, and the Buyer shall reimburse the Seller Indemnified Party for all the reasonable out-of-pocket expenses of such Seller Indemnified Party in connection therewith. If the Buyer elects to direct the defense of any such claim or proceeding, the Seller Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability, unless the Buyer consents in writing to such payment or unless the Buyer, subject to the last sentence of this Section 8.3(d), withdraws from the defense of such asserted liability, or unless a final judgment from which no appeal may be taken by or on behalf of the Buyer is entered against the Seller Indemnified Party for such liability. If the Buyer fails to defend or if, after commencing or undertaking any such defense, the Buyer fails to prosecute or withdraws from such defense, the Seller Indemnified Party shall have the right to undertake the defense or settlement thereof, at the Buyer's expense. If the Seller Indemnified Party assumes the defense of any such claim or proceeding pursuant to this Section 8.3(d) and proposes to settle such claim or proceeding prior to a final judgment thereon or to forego appeal with respect thereto, then such Seller Indemnified Party shall give the Buyer prompt written notice thereof and the Buyer shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding. (e) The Sellers hereby acknowledge and agree that from and after the Closing, their Indemnitee’s sole and exclusive remedy with respect to any and all claims matters arising out of, relating to or connected with this Agreement and the Transactions shall be pursuant to the indemnification provisions set forth in Section 5.10 or in this Article ARTICLE VIII. In furtherance of ; provided, that nothing contained herein shall operate to limit the foregoing and except as specified herein, the Sellers hereby waive Seller Indemnitees’ ability to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action relating to the subject matter of this Agreement that they may have against the Buyer arising under or based upon any Law (including, without limitation, any such rights, claims or causes of action arising under or based upon common law or otherwise)make a claim for Fraud. (fd) Except Without limiting the generality of the foregoing, each Party acknowledges and agrees that (i) any claim or cause of action based upon, arising out of, or related to this Agreement or the Transactions may only be brought against Persons that are expressly named as set forth in this AgreementParties hereto, the Buyer is not making any representation, warranty, covenant or agreement and then only with respect to the matters contained specific obligations set forth herein. Anything herein to , and (ii) no Representative or Related Party of the contrary notwithstandingCompany, no breach the Buyer or the Seller shall have any liability or obligation for any of the representations, warranties, covenants, agreements, obligations or liabilities of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of the Sellers, after the consummation of the transactions contemplated by this Agreement, to rescind Party under this Agreement or of or for any Proceeding based on, in respect of, or by reason of, the Transactions (including the breach, termination or failure to consummate the Transactions), in each case whether based on Contract, tort, fraud, strict liability, other Laws or otherwise and whether by piercing the corporate veil, by a claim by or on behalf of the transactions contemplated herebya Party or another Person or otherwise. (g) The Buyer shall have no liability under any provision of this Agreement for and in no event shall the Threshold Amount be applied to any consequential damages. The Sellers shall take all reasonable steps to mitigate Losses for which indemnification may be claimed pursuant to this Agreement upon and after becoming aware of any event that could reasonably be expected to give rise to any such Losses. (h) No indemnification shall be payable to a Seller Indemnified Party with respect to claims asserted by such Seller Indemnified Party pursuant to Section 8.3(a) after the Indemnification Cut-Off Date.

Indemnification by the Buyer. (a) The Buyer agrees, subject to the other terms and conditions of this Agreement to indemnify the Sellers Partners and its their respective Affiliates, officers, directors, employees, agents, successors and assigns (each a "Seller Partners Indemnified Party") against and hold them harmless from all Losses arising out of (i) the breach of of, or inaccuracy in, any representation or warranty of the Buyer contained hereinin this Agreement or in any certificate, instrument or other document or agreement delivered by or on behalf of the Buyer to the Company pursuant to Section 6.2 of this Agreement, and (ii) any breach of or failure to perform any covenant or agreement of the Buyer contained herein, or in any such certificate, instrument, document or agreement delivered by or on behalf of the Buyer pursuant to this Agreement. Anything in Section 8.1 7.1 to the contrary notwithstanding, no claim may be asserted nor may any action be commenced against the Buyer for breach of any representation representation, warranty or warranty covenant contained herein, unless written notice of such claim or action a Claim Notice is received by the Buyer describing in detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the thirtieth (30th) day after Indemnification Cut-Off Date relating to the date on which the representation representation, warranty or warranty covenant on which such claim or action is based ceases to survive as set forth in Section 8.1, and such claim or action arose on or prior to the date such representation or warranty ceased to surviveIndemnification Cut-Off Date, in which case such representation representation, warranty or warranty covenant will survive as to such claim until such claim has been finally resolved. Such Claim Notice shall contain (A) a description and the Claimed Amount of any Losses incurred or reasonably expected to be incurred by the Partners Indemnified Party, (B) a statement that the Partners Indemnified Party is entitled to indemnification under this Article VII for such Losses and a reasonable explanation of the basis therefor and (C) a demand for payment in the amount of such Losses. The Buyer shall be obligated to indemnify the Partners Indemnified Parties pursuant to this Section 7.3(a) notwithstanding any investigation made at any time or on behalf of any party hereto; provided that the Buyer shall not be obligated to indemnify the Partners with respect to a breach of, or inaccuracy in, a representation or warranty to the extent that a Company Knowledge Party had actual knowledge of the existence of such breach or inaccuracy on or before the Closing Date. (b) The indemnification obligations of the Buyer pursuant to Section 8.3(a7.3(a) shall not be effective until the aggregate dollar amount of all Losses (including without limitation the Buyer's expenses of defending and/or settling any claim or dispute giving rise to such indemnification obligation) that would otherwise be indemnifiable pursuant to Section 8.3(a7.3(a) exceeds the Threshold Amount, and then only to the extent such aggregate amount exceeds the Threshold Amount. The indemnification obligations of the Buyer pursuant to Section 8.3(a7.3(a) shall be effective only until the aggregate dollar amount paid in respect of the Losses (including without limitation the Buyer's expenses of defending and/or settling any claim or dispute giving rise to such indemnification obligation) indemnified against under Section 8.3(a7.3(a) aggregates to equal equals the Maximum AmountAmount for all Losses; provided that the Maximum Amount shall not apply to any Losses based on any claim of fraud or intentional misrepresentation. For purposes of this Section 8.3(b7.3(b), in computing such individual or aggregate amounts of claims, the amount of any insurance proceeds and any indemnity, contribution or other similar payment actually recovered by the Seller Partners Indemnified Parties from any third party with respect thereto shall be deducted from each such claim. The amount of Losses otherwise recoverable under this Section 7.3 shall be adjusted to the extent any federal, state, local or foreign tax liabilities or benefits are realized by the Partners Indemnified Parties primarily by reason of any Loss or indemnity payment hereunder. (c) [Not applicable] (d) A Seller Partners Indemnified Party shall give the Buyer written notice of any claim, assertion, event or proceeding by or in respect of a third party as to which such Seller Partners Indemnified Party may request indemnification hereunder or as to which the Threshold Amount may be applied as soon as is practicable and in any event within thirty (30) days of the time that such Seller Partners Indemnified Party learns of such claim, assertion, event or proceedingproceeding and such notice shall describe in reasonable detail (to the extent known by the Partners Indemnified Party) the facts constituting the basis for such suit or proceeding and the amount of the claimed damages; provided, however, that the failure to so notify any delay in notifying the Buyer shall not affect rights to indemnification hereunder except to the extent that the Buyer is actually materially prejudiced by such failurefailure or incurs additional costs or liability as a result. The Buyer shall have the right to direct, through counsel of its own choosing, the defense or settlement of any such claim or proceeding at its own expense. If the Buyer elects to assume the defense of any such claim or proceeding, the Buyer shall consult keep the Partners Indemnified Party advised as to the status of such suit or proceeding and defense thereof and shall consider in good faith recommendations made by the Partners Indemnified Party with the Seller Indemnified Party, the Seller respect thereto. The Partners Indemnified Party may participate in such defense, but in such case the expenses of the Seller Partners Indemnified Party shall be paid by the Seller Partners Indemnified Party. The Seller Partners Indemnified Party shall provide the Buyer with access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with and assist the Buyer in the defense or settlement thereof, and the Buyer shall reimburse the Seller Indemnified Party for all the reasonable out-of-pocket expenses of such Seller Indemnified Party in connection therewith. If the Buyer elects to direct the defense of any such claim or proceeding, the Seller Partners Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability, unless the Buyer consents in writing to such payment or unless the Buyer, subject to the last sentence of this Section 8.3(d7.3(c), withdraws from the defense of such asserted liability, or unless a final judgment from which no appeal may be taken by or on behalf of the Buyer is entered against the Seller Partners Indemnified Party for such liability. If the Buyer fails to defend or if, after commencing or undertaking any such defense, the Buyer fails to prosecute or withdraws from such defense, the Seller Partners Indemnified Party shall have the right to undertake the defense or settlement thereof, at the Buyer's expense. If the Seller Partners Indemnified Party assumes the defense of any such claim or proceeding pursuant to this Section 8.3(d7.3(c) and proposes to settle such claim or proceeding prior to a final judgment thereon or to forego appeal with respect thereto, then such Seller Partners Indemnified Party shall give the Buyer prompt written notice thereof and the Buyer shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding. Notwithstanding the foregoing, the Buyer shall not be bound by any determination of a proceeding so defended or any compromise or settlement effected without its consent (which consent may not be unreasonably withheld or delayed). (d) Within twenty (20) Business Days after delivery of a Claim Notice by a Partners Indemnified Party, the Buyer shall deliver to the Indemnification Representative a Response in which the Buyer shall: (i) agree that the Partners Indemnified Party is entitled to receive all of the Claimed Amount (in which case, the Buyer shall, within three (3) Business Days following the delivery of the Response, distribute to the Partners Indemnified Party an amount of cash equal to the Claimed Amount), (ii) agree that the Partners Indemnified Party is entitled to receive the Agreed Amount (in which case, the Buyer shall, within three (3) Business Days following the delivery of the Response, distribute to the Partners Indemnified Party an amount of cash equal to the Agreed Amount) or (iii) dispute that the Partners Indemnified Party is entitled to receive any of the Claimed Amount. If, in the Response, the Buyer disputes its liability for all or part of the Claimed Amount, the Buyer and the Partners Indemnified Party shall follow the procedures set forth below for the resolution of such Dispute. During the fifteen (15) day period following the delivery of a Response that reflects a Dispute, the Buyer and the Partners Indemnified Party shall use good faith efforts to resolve the Dispute. If the Partners Indemnified Party and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and the Buyer shall, within three (3) Business Days, distribute the amount of cash specified in such memorandum in accordance with the terms thereof. (e) The Sellers hereby acknowledge and agree that from From and after the Closing, their the Partners' sole and exclusive remedy with respect to any and all claims relating to this Agreement shall be pursuant to the indemnification provisions set forth in this Article VIII. In furtherance of the foregoing and VII, except as specified herein, the Sellers hereby waive to the fullest extent permitted under applicable Law, for any and all rights, claims and causes of action relating to the subject matter of this Agreement that they may have against the Buyer arising under based on fraud or based upon any Law (including, without limitation, any such rights, claims or causes of action arising under or based upon common law or otherwise)intentional misrepresentation. (f) Except as set forth in this Agreement, the Buyer is not making any representation, warranty, covenant or agreement with respect to the matters contained herein. Anything herein to the contrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of the Sellers, after the consummation of the transactions contemplated by this Agreement, to rescind this Agreement or any of the transactions contemplated hereby. (g) The Buyer shall have no liability under any provision of this Agreement for and any consequential, exemplary or punitive damages or any multiple of damages or diminution in no event shall the Threshold Amount be applied to any consequential damagesvalue. The Sellers Partners shall take all reasonable steps to mitigate Losses for which indemnification may be claimed pursuant to this Agreement upon and after becoming aware of any event that could reasonably be expected to give rise to any such Losses. (h) No indemnification shall be payable to a Seller Indemnified Party with respect to claims asserted by such Seller Indemnified Party pursuant to Section 8.3(a) after the Indemnification Cut-Off Date.

Indemnification by the Buyer. (a) The Buyer agrees, subject Subject to the limitations and other terms and conditions provisions of this Agreement to Agreement, the Buyer shall indemnify the Sellers Stockholders and its their respective Affiliates, officers, directors, employees, agentsstockholders, successors partners, members, managers, agents and assigns representatives (each a "Seller Indemnified PartySTOCKHOLDER INDEMNIFIED PARTY") against and hold them harmless from all Losses arising out of of, relating to or otherwise in respect of: (i) the any breach of any representation or warranty of the Buyer contained herein, and in this Agreement or in any Closing Document delivered by the Buyer at or prior to the Closing; and (ii) any breach of any covenant or agreement of the Buyer contained herein. Anything in Section 8.1 to the contrary notwithstanding, no claim may be asserted nor may this Agreement or any action be commenced against the Buyer for breach of any representation or warranty contained herein, unless written notice of such claim or action is received Closing Document delivered by the Buyer describing in detail the facts and circumstances with respect to the subject matter of such claim or action on at or prior to the thirtieth (30th) day after the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1, and such claim or action arose on or prior to the date such representation or warranty ceased to survive, in which case such representation or warranty will survive as to such claim until such claim has been finally resolvedClosing. (b) The Subject to the limitations and other provisions of this Agreement, (i) the indemnification obligations of the Buyer pursuant to Section 8.3(aSECTION 9.3(a)(i) shall not be effective until the aggregate dollar amount of all Losses (including without limitation the Buyer's expenses of defending and/or settling any claim or dispute giving rise to such indemnification obligation) that would otherwise be indemnifiable pursuant to Section 8.3(aSECTION 9.3(a)(i) exceeds the Threshold Amount, and then only to the extent the amount of such aggregate amount Losses exceeds the Threshold Amount. The , and (ii) the Buyer shall not be obligated to indemnify any Stockholder Indemnified Party pursuant to SECTION 9.3(a)(i) for the amount of Losses that exceed the Threshold Amount by more than the Maximum Amount. (c) Notwithstanding anything contained herein to the contrary, in no event shall the limitations set forth above in SECTION 9.3(b) apply to the rights of the Stockholder Indemnified Parties to be indemnified pursuant to: (i) SECTION 9.3(a)(i) with respect to any Excluded Buyer Representation; or (ii) any claim arising from the fraud or willful breach by the Buyer of any term or provision of this Agreement or any Closing Document delivered by the Buyer at or before the Closing. (d) In no event shall the Buyer be obligated to indemnify any Stockholder Indemnified Party pursuant to ARTICLE IX for Losses which, in the aggregate, exceed the Aggregate Purchase Price. (e) No indemnification obligations of shall be payable to a Stockholder Indemnified Party with respect to claims arising on or prior to the applicable Survival Date for which such Stockholder 50 Indemnified Party has not given notice to the Buyer on or prior to the date that is ten (10) Business Days after the applicable Survival Date. (f) Payments by the Buyer pursuant to Section 8.3(aSECTION 9.3(a) shall be effective only until the dollar amount paid in respect of the Losses (including without limitation the Buyer's expenses of defending and/or settling any claim or dispute giving rise i) limited to such indemnification obligation) indemnified against under Section 8.3(a) aggregates to equal the Maximum Amount. For purposes of this Section 8.3(b), in computing such individual or aggregate amounts of claims, the amount of any Losses that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually recovered by the Seller Stockholder Indemnified Parties from any third party with respect thereto (after first deducting therefrom any expenses incurred by the Stockholder Indemnified Parties in pursuing the same), (ii) increased to take account of any net Tax cost incurred by the Stockholder Indemnified Parties arising from the receipt or accrual of any payments hereunder (grossed up for such increase), and (iii) reduced to take account of any net Tax benefit realized by the Stockholder Indemnified Parties arising from the deductibility of any such Loss or Tax. In computing the amount of any such Tax cost or Tax benefit, the Stockholder Indemnified Parties shall be deducted deemed to recognize all other items of income, gain, Loss, deduction or credit before recognizing any item arising from the receipt or accrual of any payment hereunder or the deductibility of any Loss. Any payment hereunder shall initially be made without regard to this paragraph and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the Stockholder Indemnified Parties have actually realized such cost or benefit. For purposes of this Agreement, a Stockholder Indemnified Party shall be deemed to have "actually realized" a net Tax cost or a net Tax benefit to the extent that, and at such time as, the amount of Taxes payable by such Stockholder Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Stockholder Indemnified Party would have been required to pay but for the receipt or accrual of the payment or the deductibility of such Loss, as the case may be. The amount of any increase or reduction hereunder shall be adjusted to reflect any final determination of a Governmental Authority (which shall include the execution of Form 870-AD or a successor form and the resolution of which shall be treated as a Third Party Claim subject to the provisions of SECTIONS 9.3(g) - (i)) with respect to the Stockholder Indemnified Party's Liability for Taxes and, if necessary, each of the Stockholder Indemnified Parties or Buyer Indemnified Parties, as the case may be, shall make payments to the other to reflect such claimadjustment. (cg) [Not applicable] (d) A Seller Indemnified Party The Stockholders' Representative shall give the Buyer written notice of any claim, assertion, event or proceeding by or in respect of a third party Third Party Claim as to which such Seller any Stockholder Indemnified Party may request indemnification hereunder or as to which the Threshold Amount may be applied as soon as is practicable and in any event within thirty (30) days of the time that such Seller Stockholder Indemnified Party learns of such claimThird Party Claim; PROVIDED, assertion, event or proceeding; provided, howeverHOWEVER, that the failure to so notify the Buyer shall not affect rights to indemnification hereunder except unless and only to the extent that the Buyer is actually materially prejudiced by such failure. The . (h) If the Buyer acknowledges in a writing delivered to the Stockholders' Representative that the Buyer is obligated under the terms of its indemnification obligations hereunder, then the Buyer shall have the right to direct, through counsel of its own choosing, which counsel shall be reasonably acceptable to the Stockholders' Representative, the defense or settlement of any such claim or proceeding Third Party Claim at its own expense. ; PROVIDED, HOWEVER, that the Buyer shall not have the right to assume the defense of any such Third Party Claim, notwithstanding the giving of such written acknowledgment, if (i) the Stockholders' Representative shall have been advised by counsel that there are one or more legal or equitable defenses available to the 51 Stockholder Indemnified Party that are different from or in addition to those available to the Buyer, and, in the reasonable opinion of the Stockholders' Representative, counsel for the Buyer could not adequately represent the interests of the Stockholder Indemnified Party because such interests could be in conflict with those of the Buyer, (ii) such Third Party Claim involves, or could have an effect on, any material matter beyond the scope of the indemnification obligation of the Buyer as involves injunctive or other non-monetary relief or relates to Tax matters or (iii) the Buyer shall not have assumed the defense of the Third Party Claim in a timely fashion. (i) If the Buyer elects to assume the defense of any such claim or proceedingThird Party Claim (under circumstances in which the proviso in SECTION 9.3(h) is not applicable), the Buyer shall consult with the Seller Indemnified Party, Stockholders' Representative and the Seller Indemnified Party Stockholders' Representative may participate in such defense, but in such case the expenses of the Seller Indemnified Party Stockholders' Representative shall be paid by the Seller Stockholder Indemnified PartyParties. The Seller Stockholders' Representative and the Stockholder Indemnified Party Parties shall provide the Buyer with reasonable access to its their records and personnel relating to any such claim, assertion, event or proceeding Third Party Claim during normal business hours and shall otherwise reasonably cooperate with the Buyer in the defense or settlement thereof, and the Buyer shall reimburse the Seller Stockholder Indemnified Party Parties for all the reasonable out-of-pocket expenses of such Seller Stockholder Indemnified Party Parties in connection therewith. If the Buyer elects fails to direct defend such a Third Party Claim, is otherwise restricted from so defending, or if, after commencing or undertaking any such defense, the Buyer fails to prosecute or withdraws from such defense, the Stockholders' Representative shall have the right to undertake the defense or settlement thereof, at the Buyer's expense. If the Stockholders' Representative assumes the defense of any such claim Third Party Claim in accordance with the terms hereof and proposes to settle such Third Party Claim prior to a final judgment thereon or proceedingto forego appeal with respect thereto, then the Seller Indemnified Party Stockholders' Representative shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability, unless give the Buyer consents in writing to prompt written notice thereof and may not settle such payment Third Party Claim or unless forego such an appeal without the consent of the Buyer, subject to the last sentence of this Section 8.3(d), withdraws from the defense of such asserted liabilitywhich consent shall not be unreasonably withheld or delayed, or unless a final judgment from which no appeal may be taken by or on behalf of the Buyer is entered against the Seller Indemnified Party Buyer for such liability. If the Buyer fails to defend or if, after commencing or undertaking any such defense, the Buyer fails to prosecute or withdraws from such defense, the Seller Indemnified Party shall have the right to undertake the defense or settlement thereof, at the Buyer's expense. If the Seller Indemnified Party assumes the defense of any such claim or proceeding pursuant to this Section 8.3(d) and proposes to settle such claim or proceeding prior to a final judgment thereon or to forego appeal with respect thereto, then such Seller Indemnified Party shall give the Buyer prompt written notice thereof and the Buyer shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceedingLiability. (ej) The Sellers Stockholders hereby acknowledge and agree that from and after the Closing, their sole and exclusive remedy with respect to any and all monetary claims relating to this Agreement shall be pursuant to the indemnification provisions set forth in this Article VIII. In furtherance of the foregoing and except as specified herein, the Sellers hereby waive to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action relating to the subject matter of this Agreement that they may have against the Buyer arising under or based upon any Law (including, without limitation, any such rights, claims or causes of action arising under or based upon common law or otherwise)ARTICLE IX. (fk) Except as set forth in this AgreementThe Stockholders shall, the Buyer is not making any representation, warranty, covenant or agreement with respect and prior to the matters contained herein. Anything herein Closing shall take all commercially reasonable efforts to cause the contrary notwithstandingCompany and its Subsidiaries to, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of the Sellers, after the consummation of the transactions contemplated by this Agreement, to rescind this Agreement or any of the transactions contemplated hereby. (g) The Buyer shall have no liability under any provision of this Agreement for and in no event shall the Threshold Amount be applied to any consequential damages. The Sellers shall take all reasonable steps to mitigate Losses for which indemnification may be claimed pursuant to this Agreement upon and after becoming aware of any event that could reasonably be expected to would give rise to any such Losses. (h) No indemnification shall be payable to a Seller Indemnified Party with respect to claims asserted by such Seller Indemnified Party pursuant to Section 8.3(a) after the Indemnification Cut-Off Date.

Indemnification by the Buyer. (a) The Buyer agrees, subject to the other terms and conditions of this Agreement Agreement, to indemnify the Sellers Seller and its Affiliates, officers, directors, employees, agents, successors and assigns (each a "Seller Indemnified Party") against and hold them harmless from all Losses arising out of (i) the breach of any representation or warranty of the Buyer contained herein, and (ii) any breach of any covenant or agreement of the Buyer contained hereinherein and (iii) the Buyer's, EMG's and/or the Subsidiary's operation of the Business on and after the Closing Date. Anything in Section 8.1 to the contrary notwithstanding, no claim may be asserted nor may any action be commenced against the Buyer for breach of any representation or warranty contained herein, unless written notice of such claim or action is received by the Buyer describing in detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the thirtieth (30th) day after the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1, and such claim or action arose on or prior to the date such representation or warranty ceased to survive, in which case such representation or warranty will survive as to such claim until such claim has been finally resolved. (b) The indemnification obligations of the Buyer pursuant to Section 8.3(a8.4(a) shall not be effective until the aggregate dollar amount of all Losses (including without limitation the BuyerSeller's expenses of defending and/or settling any claim or dispute giving rise to such indemnification obligation) that would otherwise be indemnifiable pursuant to this Section 8.3(a8.4(a) exceeds the Threshold Amount, and then only to the extent such aggregate amount exceeds the Threshold Amount; PROVIDED, HOWEVER, that any indemnification obligation of the Buyer pursuant to Section 5.4 and/or Section 6.5 of this Agreement shall be effective and enforceable by the Seller without respect to whether the aggregate Losses arising from such matters exceed the Threshold Amount. The indemnification obligations of the Buyer pursuant to Section 8.3(a8.4(a) shall be effective only until the dollar amount paid in respect of the Losses (including without limitation the BuyerSeller's expenses of defending and/or settling any claim or dispute giving rise to such indemnification obligation) indemnified against under Section 8.3(a8.4(a) aggregates to equal the Maximum Amount. For purposes of this Section 8.3(b8.4(b), in computing such individual or aggregate amounts of claims, the amount of any insurance proceeds and any indemnity, contribution or other similar payment actually recovered by the Seller Indemnified Parties from any third party with respect thereto shall be deducted from each such claim. (c) [Not applicable] (d) A Seller Indemnified Party shall give the Buyer written notice of any claim, assertion, event or proceeding by or in respect of a third party as to which such Seller Indemnified Party may request indemnification hereunder or as to which the Threshold Amount may be applied as soon as is practicable and in any event within thirty (30) days of the time that such Seller Indemnified Party learns of such claim, assertion, event or proceeding; provided, however, that the failure to so notify the Buyer shall not affect rights to indemnification hereunder except to the extent that the Buyer is actually prejudiced by such failure. The Buyer shall have the right to direct, through counsel of its own choosing, the defense or settlement of any such claim or proceeding at its own expense. If the Buyer elects to assume the defense of any such claim or proceeding, the Buyer shall consult with the Seller Indemnified Party, the Seller Indemnified Party may participate in such defense, but in such case the expenses of the Seller Indemnified Party shall be paid by the Seller Indemnified Party. The Seller Indemnified Party shall provide the Buyer with access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Buyer in the defense or settlement thereof, and the Buyer shall reimburse the Seller Indemnified Party for all the reasonable out-of-pocket expenses of such Seller Indemnified Party in connection therewith. If the Buyer elects to direct the defense of any such claim or proceeding, the Seller Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability, unless the Buyer consents in writing to such payment or unless the Buyer, subject to the last sentence of this Section 8.3(d), withdraws from the defense of such asserted liability, or unless a final judgment from which no appeal may be taken by or on behalf of the Buyer is entered against the Seller Indemnified Party for such liability. If the Buyer fails to defend or if, after commencing or undertaking any such defense, the Buyer fails to prosecute or withdraws from such defense, the Seller Indemnified Party shall have the right to undertake the defense or settlement thereof, at the Buyer's expense. If the Seller Indemnified Party assumes the defense of any such claim or proceeding pursuant to this Section 8.3(d) and proposes to settle such claim or proceeding prior to a final judgment thereon or to forego appeal with respect thereto, then such Seller Indemnified Party shall give the Buyer prompt written notice thereof and the Buyer shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding. (e) The Sellers hereby acknowledge and agree that from and after the Closing, their sole and exclusive remedy with respect to any and all claims relating to this Agreement shall be pursuant to the indemnification provisions set forth in this Article VIII. In furtherance of the foregoing and except as specified herein, the Sellers hereby waive to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action relating to the subject matter of this Agreement that they may have against the Buyer arising under or based upon any Law (including, without limitation, any such rights, claims or causes of action arising under or based upon common law or otherwise). (f) Except as set forth in this Agreement, the Buyer is not making any representation, warranty, covenant or agreement with respect to the matters contained herein. Anything herein to the contrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of the Sellers, after the consummation of the transactions contemplated by this Agreement, to rescind this Agreement or any of the transactions contemplated hereby. (g) The Buyer shall have no liability under any provision of this Agreement for and in no event shall the Threshold Amount be applied to any consequential damages. The Sellers shall take all reasonable steps to mitigate Losses for which indemnification may be claimed pursuant to this Agreement upon and after becoming aware of any event that could reasonably be expected to give rise to any such Losses. (h) No indemnification shall be payable to a Seller Indemnified Party with respect to claims asserted by such Seller Indemnified Party pursuant to Section 8.3(a) after the Indemnification Cut-Off Date.

Indemnification by the Buyer. (a) The Buyer agrees, subject to the other terms and conditions of this Agreement to indemnify the Sellers and its Affiliates, officers, directors, employees, agents, successors and assigns (each a "Seller Indemnified Party") against and hold them harmless from all Losses arising out of (i) Subject to Section 10.1 and the breach other provisions of this ARTICLE X, from and after the First Closing Date, the Buyer Parent will indemnify, defend and hold harmless the Seller Parent and its Affiliates and each of their respective Representatives (the “Seller Indemnified Parties,” and collectively with the Buyer Indemnified Parties, the “Indemnified Parties,” and each an “Indemnified Party”) from and against all Losses suffered or incurred by any such Seller Indemnified Party arising out of, relating to or incurred by reason of: (A) the failure to timely satisfy in full any Assumed Liability; (B) the failure of any representation or warranty of the Buyer contained hereinParent in this Agreement to be true, complete and correct on the date of this Agreement and/or as of the applicable Closing Date (iias set forth in such representation), except that any such representations and warranties which by their express terms are made solely as of particular date shall be true, complete and correct only as of such date; and (C) any breach of any covenant or agreement of the Buyer contained herein. Anything in Section 8.1 to the contrary notwithstanding, no claim may be asserted nor may any action be commenced against the Buyer for breach of any representation or warranty contained herein, unless written notice of such claim or action is received failure by the Buyer describing in detail the facts and circumstances Parent, or by any other Buyer to perform any of their respective covenants or agreements hereunder, including with respect to the subject matter of such claim or action on or prior to the thirtieth (30th) day after the date on which the representation or warranty on which such claim or action is based ceases to survive as indemnity obligations set forth in Section 8.1, and such claim or action arose on or prior to the date such representation or warranty ceased to survive, in which case such representation or warranty will survive as to such claim until such claim has been finally resolved5.21(c). (bii) The In no event shall any Seller Indemnified Party be entitled to indemnification obligations of the Buyer for any Losses arising from a claim for indemnification pursuant to Section 8.3(a10.2(b)(i)(B) shall not be effective until the aggregate dollar amount of all Losses (including without limitation the Buyer's expenses under all claims of defending and/or settling any claim or dispute giving rise to such indemnification obligation) that would otherwise be indemnifiable pursuant to Section 8.3(a) exceeds the Threshold Amount, and then only to the extent such aggregate amount exceeds the Threshold Amount. The indemnification obligations of the Buyer pursuant to Section 8.3(a) shall be effective only until the dollar amount paid in respect of the Losses (including without limitation the Buyer's expenses of defending and/or settling any claim or dispute giving rise to such indemnification obligation) indemnified against under Section 8.3(a) aggregates to equal the Maximum Amount. For purposes of this Section 8.3(b), in computing such individual or aggregate amounts of claims, the amount of any insurance proceeds and any indemnity, contribution or other similar payment actually recovered by the Seller Indemnified Parties from any third party with respect thereto for all such breaches exceeds the Deductible, at which time the Buyer Parent shall be deducted from each such claim. (c) [Not applicable] (d) A Seller Indemnified Party shall give the Buyer written notice of any claim, assertion, event or proceeding by or liable only for Losses in respect of a third party as to which such Seller Indemnified Party may request indemnification hereunder or as to which the Threshold Amount may be applied as soon as is practicable and in any event within thirty (30) days excess of the time that such Seller Indemnified Party learns of such claim, assertion, event or proceedingDeductible; provided, however, that Losses (A) attributable to the failure of the Fundamental Buyer Representations to so notify be true, complete and correct or (B) arising from fraud on the part of the Buyer Parent or any of its Affiliates, shall not affect rights to indemnification hereunder except be subject to the extent that the Buyer is actually prejudiced by such failureDeductible. The Buyer shall have the right With respect to direct, through counsel of its own choosing, the defense or settlement of any such claim or proceeding at its own expense. If the Buyer elects as to assume the defense of any such claim or proceeding, the Buyer shall consult with the Seller Indemnified Party, the which a Seller Indemnified Party may participate in such defensebe entitled to indemnification under Section 10.2(b)(i)(B), but in such case the expenses Buyer Parent shall not be liable for any individual or series of related Losses which do not exceed the Sub-Basket. (iii) In no event shall the aggregate liability for indemnification by the Buyer Parent: (A) pursuant to Section 10.2(b)(i)(B) (other than with respect to the Fundamental Buyer Representations) exceed eleven percent (11%) of the Seller Indemnified Party Purchase Price or (B) pursuant to this ARTICLE X exceed the Purchase Price; provided, however, that liability for indemnification arising from fraud shall not be paid by the Seller Indemnified Party. subject to any limitation. (iv) The Seller Indemnified Party shall provide the Buyer with access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Buyer in the defense or settlement thereof, and the Buyer shall reimburse the Seller Indemnified Party for all the reasonable out-of-pocket expenses of such Seller Indemnified Party in connection therewith. If the Buyer elects to direct the defense of any such claim or proceeding, the Seller Indemnified Party Parties shall not pay, be entitled to indemnification under Section 10.2(b)(i)(B) or permit to be paid, any part of any claim or demand arising from such asserted liability, unless the Buyer consents in writing to such payment or unless the Buyer, subject to the last sentence of this Section 8.3(d), withdraws from the defense of such asserted liability, or unless a final judgment from which no appeal may be taken by or on behalf of the Buyer is entered against the Seller Indemnified Party 10.2(b)(i)(C) for such liability. If the Buyer fails to defend or if, after commencing or undertaking any such defense, the Buyer fails to prosecute or withdraws from such defense, the Seller Indemnified Party shall have the right to undertake the defense or settlement thereof, at the Buyer's expense. If the Seller Indemnified Party assumes the defense of any such claim or proceeding pursuant to this Section 8.3(d) and proposes to settle such claim or proceeding prior to a final judgment thereon or to forego appeal with respect thereto, then such Seller Indemnified Party shall give the Buyer prompt written notice thereof and the Buyer shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding. (e) The Sellers hereby acknowledge and agree that from and after the Closing, their sole and exclusive remedy with respect to any and all claims relating to this Agreement shall be pursuant to the indemnification provisions set forth in this Article VIII. In furtherance of the foregoing and except as specified herein, the Sellers hereby waive to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action relating to the subject matter of this Agreement that they may have against the Buyer arising under or based upon any Law (including, without limitation, any such rights, claims or causes of action arising under or based upon common law or otherwise). (f) Except as set forth in this Agreement, the Buyer is not making any representation, warranty, covenant or agreement waived in writing in accordance with respect this Agreement by the Buyer Parent at or prior to the matters contained herein. Anything herein to the contrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of the Sellers, after the consummation of the transactions contemplated by this Agreement, to rescind this Agreement or any of the transactions contemplated hereby. (g) The Buyer shall have no liability under any provision of this Agreement for and in no event shall the Threshold Amount be applied to any consequential damagesClosing. The Sellers shall take all reasonable steps to mitigate Losses for which indemnification may be claimed pursuant to this Agreement upon and after becoming aware of any event that could reasonably be expected to give rise to any such Losses. (h) No indemnification shall be payable to a Seller Indemnified Party with respect Parties shall not be entitled to claims asserted indemnification for Losses suffered or incurred by any such Seller Indemnified Party pursuant to Section 8.3(athe extent arising out of or incurred by reason of any Seller Indemnified Party’s willful misconduct. (v) after the Indemnification Cut-Off DateIn no event shall any Buyer Indemnified Party be liable for any Retained Liability.

Indemnification by the Buyer. (a) The From and after the Closing, the Buyer agrees, subject to the other terms and conditions of this Agreement to shall indemnify the Sellers and its Affiliates, officers, directors, employees, agents, successors and assigns (each a "Seller Indemnified Party") the InterLink Sellers against and hold them harmless from any and all Losses arising out Indemnifiable Damages which any of the Sellers or the InterLink Sellers may suffer or incur by reason of (i) the Buyer's breach of any representation or warranty of the Buyer's representations and warranties contained in the RAP Purchase and Sale Agreement or any document, certificate, or agreement delivered by the Buyer contained herein, and pursuant thereto; (ii) any the Buyer's breach of any covenant of the Buyer's covenants or agreements contained in this Agreement or the RAP Purchase and Sale Agreement or any document, certificate, or agreement of the Buyer contained herein. Anything in Section 8.1 to the contrary notwithstanding, no claim may be asserted nor may any action be commenced against the Buyer for breach of any representation or warranty contained herein, unless written notice of such claim or action is received delivered by the Buyer describing in detail pursuant thereto; or (iii) any liability for claims made by third parties against any of the facts and circumstances Sellers or the InterLink Sellers arising out of the operation of the Systems by the Buyer after the Closing Date. Without limiting the generality of the foregoing, with respect to the measurement of Indemnifiable Damages, the Sellers and the InterLink Sellers shall have the right to be put in the same financial position as they would have been in had the Buyer not breached the respective representation, warranty, covenant, or agreement. The foregoing obligation of the Buyer to indemnify the Sellers and the InterLink Sellers shall be subject matter to and limited by the qualification that each of such the representations and warranties made by the Buyer in the RAP Purchase and Sale Agreement or pursuant thereto shall survive for a period of one (1) year from and after the Closing Date, unless a claim or action on or shall have been commenced prior to the thirtieth (30th) day after the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1, and such claim or action arose on or prior to the date such representation or warranty ceased to survive, time in which case such representation or warranty will the applicable representations and warranties shall survive as with respect to such claim until such claim has been finally resolved. (b) The indemnification obligations , and thereafter all such representations and warranties shall be extinguished, and no action for the enforcement of the Buyer pursuant to Section 8.3(a) shall not be effective until the aggregate dollar amount of all Losses (including without limitation the Buyer's expenses of defending and/or settling any claim or dispute giving rise to such indemnification obligation) that would otherwise be indemnifiable pursuant to Section 8.3(a) exceeds the Threshold Amount, and then only to the extent such aggregate amount exceeds the Threshold Amount. The indemnification obligations of the Buyer pursuant to Section 8.3(a) shall be effective only until the dollar amount paid in respect of the Losses (including without limitation the Buyer's expenses of defending and/or settling any claim or dispute giving rise to such indemnification obligation) indemnified against under Section 8.3(a) aggregates to equal the Maximum Amount. For purposes of this Section 8.3(b), in computing such individual or aggregate amounts of claims, the amount of any insurance proceeds and any indemnity, contribution or other similar payment actually recovered by the Seller Indemnified Parties from any third party with respect thereto shall be deducted from each such claim. (c) [Not applicable] (d) A Seller Indemnified Party shall give the Buyer written notice of any claim, assertion, event or proceeding by or in respect of a third party as to which such Seller Indemnified Party may request indemnification hereunder or as to which the Threshold Amount foregoing obligation may be applied as soon as is practicable and in any event within thirty (30) days of the time that such Seller Indemnified Party learns of such claim, assertion, event or proceeding; provided, however, that the failure to so notify the Buyer shall not affect rights to indemnification hereunder except to the extent that the Buyer is actually prejudiced by such failure. The Buyer shall have the right to direct, through counsel of its own choosing, the defense or settlement of any such claim or proceeding at its own expense. If the Buyer elects to assume the defense of any such claim or proceeding, the Buyer shall consult with the Seller Indemnified Party, the Seller Indemnified Party may participate in such defense, but in such case the expenses of the Seller Indemnified Party shall be paid by the Seller Indemnified Party. The Seller Indemnified Party shall provide the Buyer with access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Buyer in the defense or settlement thereof, and the Buyer shall reimburse the Seller Indemnified Party for all the reasonable out-of-pocket expenses of such Seller Indemnified Party in connection therewith. If the Buyer elects to direct the defense of any such claim or proceeding, the Seller Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability, unless the Buyer consents in writing to such payment or unless the Buyer, subject to the last sentence of this Section 8.3(d), withdraws from the defense of such asserted liability, or unless a final judgment from which no appeal may be taken by or on behalf of the Buyer is entered against the Seller Indemnified Party for such liability. If the Buyer fails to defend or if, after commencing or undertaking any such defense, the Buyer fails to prosecute or withdraws from such defense, the Seller Indemnified Party shall have the right to undertake the defense or settlement thereof, at the Buyer's expense. If the Seller Indemnified Party assumes the defense of any such claim or proceeding pursuant to this Section 8.3(d) and proposes to settle such claim or proceeding prior to a final judgment thereon or to forego appeal with respect thereto, then such Seller Indemnified Party shall give the Buyer prompt written notice thereof and the Buyer shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding. (e) The Sellers hereby acknowledge and agree that from and after the Closing, their sole and exclusive remedy commenced with respect to any and all claims relating to this Agreement shall be pursuant to claim made more than one year following the indemnification provisions set forth in this Article VIII. In furtherance of the foregoing and except as specified herein, the Sellers hereby waive to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action relating to the subject matter of this Agreement that they may have against the Buyer arising under or based upon any Law (including, without limitation, any such rights, claims or causes of action arising under or based upon common law or otherwise). (f) Except as set forth in this Agreement, the Buyer is not making any representation, warranty, covenant or agreement with respect to the matters contained herein. Anything herein to the contrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of the Sellers, after the consummation of the transactions contemplated by this Agreement, to rescind this Agreement or any of the transactions contemplated hereby. (g) The Buyer shall have no liability under any provision of this Agreement for and in no event shall the Threshold Amount be applied to any consequential damages. The Sellers shall take all reasonable steps to mitigate Losses for which indemnification may be claimed pursuant to this Agreement upon and after becoming aware of any event that could reasonably be expected to give rise to any such Losses. (h) No indemnification shall be payable to a Seller Indemnified Party with respect to claims asserted by such Seller Indemnified Party pursuant to Section 8.3(a) after the Indemnification Cut-Off Closing Date.

Indemnification by the Buyer. (a) The Buyer agrees, subject agrees to the other terms and conditions of this Agreement to ---------------------------- indemnify the Sellers and its Affiliates, officers, directors, employees, agents, successors and assigns (each a "Seller Indemnified Party") against and hold them harmless each Seller Group Member from and against any and all Losses and Expenses incurred by such Seller Group Member in connection with or arising out of from (i) the any breach of any warranty or the inaccuracy of any representation or warranty of the Buyer or Mergerco contained hereinor referred to in this Agreement or in any certificate delivered by or on behalf of the Buyer or Mergerco, and respectively, pursuant hereto, (ii) any breach of any covenant or agreement of the Buyer contained herein. Anything in Section 8.1 to the contrary notwithstanding, no claim may be asserted nor may any action be commenced against the Buyer for breach of any representation or warranty contained herein, unless written notice of such claim or action is received by the Buyer describing or Mergerco of, or failure by the Buyer or Mergerco to perform, any of their respective covenants and obligations contained in detail this Agreement or (iii) the facts conduct of the Business and circumstances with respect to the subject matter operations of such claim or action on or prior to the thirtieth (30th) day after Surviving Corporation and the date on which Subsidiaries following the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1, and such claim or action arose on or prior to the date such representation or warranty ceased to survive, in which case such representation or warranty will survive as to such claim until such claim has been finally resolvedClosing Date. (b) The indemnification provided for in Section 11.2(a) shall --------------- terminate 27 months after the Closing Date (and no claims shall be made by any Seller Group Member under Section 11.2(a) thereafter), except that the --------------- indemnification by the Buyer shall continue as to: (i) the covenants of the Buyer and/or the Surviving Corporation set forth in Section 13.6 which shall survive for the period of time set forth ------------ therein; (ii) the covenants of the Buyer set forth in Section 8.2, which shall ----------- survive until it is no longer possible in law or in fact for an indemnified party to suffer any Losses or Expenses as a result of such breach and for so long thereafter as such indemnified party may assert a claim with respect thereto; and (iii) any Losses or Expenses of which any Seller Group Member has notified the Buyer in accordance with the requirements of Section 11.3 on ------------ or prior to the date such indemnification would otherwise terminate in accordance with this Section 11.2, as to which the obligation of the Buyer ------------ shall continue until the liability of the Buyer shall have been determined pursuant to this Article XI, and the Buyer shall have reimbursed all Seller ---------- Group Members for the full amount of such Losses and Expenses that are payable in accordance with this Article XI. ---------- (c) The obligations of the Buyer to indemnify and hold harmless Seller Group Members pursuant to Section 11.2(a) are limited by the express --------------- terms of this Section 11.2(c). The Buyer shall be required to indemnify and --------------- hold harmless Seller Group Members: (x) pursuant to Section 11.2(a), only to the --------------- extent the aggregate Losses and Expenses incurred by the Seller Group Members (other than Losses and Expenses (i) in connection with, arising from, based on or relating to a breach by the Buyer of, or failure by the Buyer to perform, any of its covenants or obligations contained in this Agreement or in any Buyer Ancillary Agreement or (ii) incurred by any Seller Group Member which is required to be indemnified by the Buyer pursuant to Section 8.3(a8.2) shall not be effective until the aggregate dollar amount of all Losses (including without limitation the Buyer's expenses of defending and/or settling any claim or dispute giving rise to such indemnification obligation) that would otherwise be indemnifiable pursuant to Section 8.3(a) ----------- exceeds the Threshold Amount, and then only to Applicable Deductible (it being intended that the extent such Applicable Deductible shall constitute a "deductible" for which the Buyer bears no indemnification responsibility). The aggregate amount exceeds the Threshold Amount. The indemnification obligations of required to be paid by the Buyer pursuant to Section 8.3(a11.2(a) shall be effective only until the dollar amount paid in respect of the Losses (including without limitation the Buyer's expenses of defending and/or settling any claim or dispute giving rise to such indemnification obligation) indemnified against under Section 8.3(a) aggregates to equal the Maximum Amount. For purposes of this Section 8.3(b), in computing such individual or aggregate amounts of claims, the amount of any insurance proceeds and any indemnity, contribution or other similar payment actually recovered by the Seller Indemnified Parties from any third party with respect thereto shall be deducted from each such claim. (c) [Not applicable] (d) A Seller Indemnified Party shall give the Buyer written notice of any claim, assertion, event or proceeding by or in respect of a third party as to which such Seller Indemnified Party may request indemnification hereunder or as to which the Threshold Amount may be applied as soon as is practicable and not in any event within thirty exceed $45,000,000 --------------- (30) days of the time that such Seller Indemnified Party learns of such claimother than Losses and Expenses in connection with, assertionarising from, event based on or proceeding; provided, however, that the failure relating to so notify a breach by the Buyer shall not affect rights to indemnification hereunder except to the extent that of, or failure by the Buyer is actually prejudiced by such failure. The Buyer shall have the right to directperform, through counsel any of its own choosing, the defense covenants or settlement of any such claim or proceeding at its own expense. If the Buyer elects to assume the defense of any such claim or proceeding, the Buyer shall consult with the Seller Indemnified Party, the Seller Indemnified Party may participate obligations contained in such defense, but in such case the expenses of the Seller Indemnified Party shall be paid by the Seller Indemnified Party. The Seller Indemnified Party shall provide the Buyer with access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Buyer in the defense or settlement thereof, and the Buyer shall reimburse the Seller Indemnified Party for all the reasonable out-of-pocket expenses of such Seller Indemnified Party in connection therewith. If the Buyer elects to direct the defense of any such claim or proceeding, the Seller Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability, unless the Buyer consents in writing to such payment or unless the Buyer, subject to the last sentence of this Section 8.3(d), withdraws from the defense of such asserted liability, or unless a final judgment from which no appeal may be taken by or on behalf of the Buyer is entered against the Seller Indemnified Party for such liability. If the Buyer fails to defend or if, after commencing or undertaking any such defense, the Buyer fails to prosecute or withdraws from such defense, the Seller Indemnified Party shall have the right to undertake the defense or settlement thereof, at the Buyer's expense. If the Seller Indemnified Party assumes the defense of any such claim or proceeding pursuant to this Section 8.3(d) and proposes to settle such claim or proceeding prior to a final judgment thereon or to forego appeal with respect thereto, then such Seller Indemnified Party shall give the Buyer prompt written notice thereof and the Buyer shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding. (e) The Sellers hereby acknowledge and agree that from and after the Closing, their sole and exclusive remedy with respect to any and all claims relating to this Agreement shall be pursuant to the indemnification provisions set forth in this Article VIII. In furtherance of the foregoing and except as specified herein, the Sellers hereby waive to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action relating to the subject matter of this Agreement that they may have against the Buyer arising under or based upon any Law (including, without limitation, any such rights, claims or causes of action arising under or based upon common law or otherwise). (f) Except as set forth in this Agreement, the Buyer is not making any representation, warranty, covenant or agreement with respect to the matters contained herein. Anything herein to the contrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of the Sellers, after the consummation of the transactions contemplated by this Agreement, to rescind this Agreement or in any of the transactions contemplated herebyBuyer Ancillary Agreement). (g) The Buyer shall have no liability under any provision of this Agreement for and in no event shall the Threshold Amount be applied to any consequential damages. The Sellers shall take all reasonable steps to mitigate Losses for which indemnification may be claimed pursuant to this Agreement upon and after becoming aware of any event that could reasonably be expected to give rise to any such Losses. (h) No indemnification shall be payable to a Seller Indemnified Party with respect to claims asserted by such Seller Indemnified Party pursuant to Section 8.3(a) after the Indemnification Cut-Off Date.

Indemnification by the Buyer. (a) The Buyer agrees, subject to hereby indemnifies and holds the other terms and conditions of this Agreement to indemnify the Sellers and its Affiliates, officers, directors, employees, agents, successors and assigns (each a "Seller Indemnified Party") against and hold them harmless from and against, and agrees to defend promptly the Seller from and reimburse the Seller for, any and all Losses arising out that the Seller may at any time suffer or reasonably incur, or become subject to, as a result of or that are attributable to: (i) the any breach or inaccuracy of any representation or warranty of the representations and warranties made by the Buyer contained herein, and in or pursuant to this Agreement; (ii) any breach of any covenant or agreement of the Buyer contained herein. Anything in Section 8.1 to the contrary notwithstanding, no claim may be asserted nor may any action be commenced against the Buyer for breach of any representation or warranty contained herein, unless written notice of such claim or action is received failure by the Buyer describing in detail to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the facts documents and circumstances with respect to the subject matter of such claim or action on or prior to the thirtieth (30th) day after the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1, and such claim or action arose on or prior to the date such representation or warranty ceased to survive, in which case such representation or warranty will survive as to such claim until such claim has been finally resolved. (b) The indemnification obligations of instruments delivered by the Buyer pursuant to Section 8.3(athis Agreement; and (iii) claims by third parties (including Governmental Authorities) against the Seller relating to the operation and ownership of the Company by the Buyer from and after the Effective Time of Closing. Notwithstanding the foregoing, the Buyer shall not be effective required to indemnify, hold harmless, defend or reimburse the Seller pursuant to Section 7.2(a) hereof unless and until the aggregate dollar amount of all Losses (including without limitation for which indemnification is sought with respect thereto shall exceed, in the Buyer's expenses aggregate, $250,000, at which point the Buyer will be obligated to indemnify the Seller only for Losses in excess of defending and/or settling any claim or dispute giving rise to such indemnification obligation) that would otherwise be indemnifiable pursuant to Section 8.3(a) exceeds the Threshold Amount, and then only to the extent such aggregate amount exceeds basket and, thereafter, the Threshold AmountBuyer shall indemnify the Seller for all additional Losses with respect thereto. The indemnification obligations of amounts for which the Buyer pursuant to Section 8.3(a) shall be effective only until the dollar amount paid in respect of the Losses (including without limitation the Buyer's expenses of defending and/or settling any claim or dispute giving rise to such indemnification obligation) indemnified against liable under Section 8.3(a7.2(a) aggregates to equal the Maximum Amount. For purposes of this Section 8.3(b), in computing such individual or aggregate amounts of claims, the amount Agreement shall be net of any insurance proceeds and any indemnity, contribution or other similar payment actually recovered received by the Seller Indemnified Parties from any third party in connection with respect thereto the facts giving rise to the right of indemnification. In the event a claim against the Seller arises that is covered by the indemnity provisions of Section 7.2(a) of this Agreement, notice shall be deducted from each such claim. (c) [Not applicable] (d) A given promptly by the Seller Indemnified Party shall give to the Buyer written notice of any claim, assertion, event or proceeding by or in respect of a third party as to which such Seller Indemnified Party may request indemnification hereunder or as to which the Threshold Amount may be applied as soon as is practicable and in any event within thirty (30) days of the time that such Seller Indemnified Party learns of such claim, assertion, event or proceedingBuyer; provided, however, that the failure to so notify the Buyer give notice as required by this Section 7.2(c) shall not affect rights result in a waiver of any right to indemnification hereunder except to the extent that the Buyer's ability to defend against the event with respect to which indemnification is sought is materially adversely affected by the failure of the Seller to give such notice promptly. Provided that the Buyer admits in writing to the Seller that such claim is actually prejudiced covered by such failure. The the indemnity provisions of Section 7.2(a), the Buyer shall have the right to direct, through counsel of its own choosing, the defense or settlement of any contest and defend by all appropriate legal proceedings such claim or proceeding and to control all settlements (unless the Seller agrees to assume the cost of settlement and to forgo such indemnity) and to select lead counsel to defend any and all such claims at its own expense. If the sole cost and expense of the Buyer; provided, however, that Buyer elects shall not be entitled to assume the defense of any such claim if such claim (i) involves any Governmental Authority, (ii) seeks injunctive relief, (iii) involves a class action, (iv) involves allegations of criminal activities or proceeding(v) involves allegations of violations of RICO, any domestic or foreign federal or state securities laws or regulations or any domestic or foreign federal or state antitrust laws; and provided, further, that the Buyer shall consult with the Seller Indemnified Partymay not effect any settlement that could reasonably result in any cost, expense or liability to, or have any adverse effect upon, the Seller Indemnified Party may participate in such defense, but in such case the expenses of unless the Seller Indemnified Party shall be paid by the Seller Indemnified Party. The Seller Indemnified Party shall provide the Buyer with access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Buyer in the defense or settlement thereof, and the Buyer shall reimburse the Seller Indemnified Party for all the reasonable out-of-pocket expenses of such Seller Indemnified Party in connection therewith. If the Buyer elects to direct the defense of any such claim or proceeding, the Seller Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability, unless the Buyer consents in writing to such payment or unless settlement. The Seller may select counsel to participate in any defense, in which event Seller's counsel shall be at the Buyer, subject to the last sentence of this Section 8.3(d), withdraws from the defense of such asserted liability, or unless a final judgment from which no appeal may be taken by or on behalf sole cost and expense of the Buyer is entered against the Seller Indemnified Party for such liabilitySeller. If the Buyer fails to defend or if, after commencing or undertaking In connection with any such defenseclaim, action or proceeding, the Buyer fails parties shall cooperate with each other, including by making commercially reasonable efforts to prosecute mitigate or withdraws from resolve any such defenseclaim, action or proceeding, and provide each other with access to relevant books and records in their possession. Without limiting the generality of the foregoing, the Seller Indemnified Party shall have use reasonable efforts to seek full recovery under all insurance policies covering any Loss to the right to undertake the defense or settlement thereof, at the Buyer's expense. If same extent as the Seller Indemnified Party assumes the defense of any would if such claim or proceeding pursuant Loss were not subject to this Section 8.3(d) and proposes to settle such claim or proceeding prior to a final judgment thereon or to forego appeal with respect thereto, then such Seller Indemnified Party shall give the Buyer prompt written notice thereof and the Buyer shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceedingindemnification hereunder. (e) The Sellers hereby acknowledge and agree that from and after the Closing, their sole and exclusive remedy with respect to any and all claims relating to this Agreement shall be pursuant to the indemnification provisions set forth in this Article VIII. In furtherance of the foregoing and except as specified herein, the Sellers hereby waive to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action relating to the subject matter of this Agreement that they may have against the Buyer arising under or based upon any Law (including, without limitation, any such rights, claims or causes of action arising under or based upon common law or otherwise). (f) Except as set forth in this Agreement, the Buyer is not making any representation, warranty, covenant or agreement with respect to the matters contained herein. Anything herein to the contrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of the Sellers, after the consummation of the transactions contemplated by this Agreement, to rescind this Agreement or any of the transactions contemplated hereby. (g) The Buyer shall have no liability under any provision of this Agreement for and in no event shall the Threshold Amount be applied to any consequential damages. The Sellers shall take all reasonable steps to mitigate Losses for which indemnification may be claimed pursuant to this Agreement upon and after becoming aware of any event that could reasonably be expected to give rise to any such Losses. (h) No indemnification shall be payable to a Seller Indemnified Party with respect to claims asserted by such Seller Indemnified Party pursuant to Section 8.3(a) after the Indemnification Cut-Off Date.

Indemnification by the Buyer. (a) The Buyer agrees, subject to the other terms and conditions of this Agreement hereby agrees to indemnify each Seller, MTI and the Sellers Parent and its Affiliates, their respective officers, directors, employeesemployees and stockholders against, agents, successors and assigns (each a "Seller Indemnified Party") against agrees to defend and hold them harmless from from, any Losses caused proximately by: (a) any breach by the Buyer of its representations and warranties or covenants and agreements contained in the Asset Agreements (other than any breach as to which the Parent had knowledge as of the Closing Date); or (b) any Assumed Liability; (ii) the Buyer shall not have any liability pursuant to clause (a) above unless the aggregate of all Losses arising out for which the Buyer would, but for this proviso, be liable, exceeds, on a cumulative basis, Nine Hundred Thousand Dollars ($900,000), in which case the Buyer shall be liable for the amount of all such Losses in excess of Five Hundred Thousand Dollars (i$500,000); provided, however, that notwithstanding anything contained herein to the contrary, excluding liability pursuant to clause (b) above for which the Buyer shall be liable without limit as to the amount thereof, the Buyer's aggregate liability pursuant to this Section 2 shall not exceed Five Percent (5%) of the Purchase Price. In the event that a Loss arises as a proximate result of an event or circumstance constituting both a breach of any a representation or and warranty of the Buyer contained herein, under the Asset Agreements and (ii) any a breach of any a covenant or agreement of the Buyer contained herein. Anything in Section 8.1 thereunder, the Sellers', MTI's and the Parent's right to be indemnified against such Loss shall be subject to the contrary notwithstandingaggregate minimum threshold described above as if such event or circumstance constituted solely a breach of the applicable representation and warranty. The Sellers, no claim may be asserted nor may any action be commenced against MTI and the Parent shall make the books and records of the Sellers, MTI and the Parent relating to the relevant Loss available to the Buyer and shall make its employees available for breach of any representation or warranty contained herein, unless written notice of such claim or action is received by interviews and similar matters to assist the Buyer describing in detail the facts and circumstances with respect to the subject matter of prosecuting such claim or action on or prior to the thirtieth (30th) day after the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1, and such claim or action arose on or prior to the date such representation or warranty ceased to survive, in which case such representation or warranty will survive as to such claim until such claim has been finally resolved. (b) The indemnification obligations of the Buyer pursuant to Section 8.3(a) shall not be effective until the aggregate dollar amount of all Losses (including without limitation the Buyer's expenses of defending and/or settling any claim or dispute giving rise to such indemnification obligation) that would otherwise be indemnifiable pursuant to Section 8.3(a) exceeds the Threshold Amount, and then only to the extent such aggregate amount exceeds the Threshold Amount. The indemnification obligations of the Buyer pursuant to Section 8.3(a) shall be effective only until the dollar amount paid in respect of the Losses (including without limitation the Buyer's expenses of defending and/or settling any claim or dispute giving rise to such indemnification obligation) indemnified against under Section 8.3(a) aggregates to equal the Maximum Amount. For purposes of this Section 8.3(b), in computing such individual or aggregate amounts of claims, the amount of any insurance proceeds and any indemnity, contribution or other similar payment actually recovered by the Seller Indemnified Parties from any third party with respect thereto shall be deducted from each such claim. (c) [Not applicable] (d) A Seller Indemnified Party shall give the Buyer written notice of any claim, assertion, event or proceeding by or in respect of a third party as to which such Seller Indemnified Party may request indemnification hereunder or as to which the Threshold Amount may be applied as soon as is practicable and in any event within thirty (30) days of the time that such Seller Indemnified Party learns of such claim, assertion, event or proceeding; provided, however, that the failure to so notify Sellers, MTI and the Parent shall be reimbursed by the Buyer shall not affect rights to indemnification hereunder except to the extent that the Buyer is actually prejudiced by such failure. The Buyer shall have the right to direct, through counsel of its own choosing, the defense or settlement of any such claim or proceeding at its own expense. If the Buyer elects to assume the defense of any such claim or proceeding, the Buyer shall consult with the Seller Indemnified Party, the Seller Indemnified Party may participate in such defense, but in such case the expenses of the Seller Indemnified Party shall be paid by the Seller Indemnified Party. The Seller Indemnified Party shall provide the Buyer with access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Buyer in the defense or settlement thereof, and the Buyer shall reimburse the Seller Indemnified Party for all the reasonable out-out- of-pocket expenses of such Seller Indemnified Party costs incurred in connection therewith. If with the Sellers', MTI's or the Parent's efforts to so assist the Buyer elects to direct the defense of any such claim or proceeding, the Seller Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability, unless the Buyer consents in writing to such payment or unless the Buyer, subject to the last sentence of this Section 8.3(d), withdraws from the defense of such asserted liability, or unless a final judgment from which no appeal may be taken by or on behalf of the Buyer is entered against the Seller Indemnified Party for such liability. If the Buyer fails to defend or if, after commencing or undertaking any such defense, the Buyer fails to prosecute or withdraws from such defense, the Seller Indemnified Party shall have the right to undertake the defense or settlement thereof, at the Buyer's expense. If the Seller Indemnified Party assumes the defense of any such claim or proceeding pursuant to this Section 8.3(d) and proposes to settle such claim or proceeding prior to a final judgment thereon or to forego appeal with respect thereto, then such Seller Indemnified Party shall give the Buyer prompt written notice thereof and the Buyer shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceedingas provided herein. (e) The Sellers hereby acknowledge and agree that from and after the Closing, their sole and exclusive remedy with respect to any and all claims relating to this Agreement shall be pursuant to the indemnification provisions set forth in this Article VIII. In furtherance of the foregoing and except as specified herein, the Sellers hereby waive to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action relating to the subject matter of this Agreement that they may have against the Buyer arising under or based upon any Law (including, without limitation, any such rights, claims or causes of action arising under or based upon common law or otherwise). (f) Except as set forth in this Agreement, the Buyer is not making any representation, warranty, covenant or agreement with respect to the matters contained herein. Anything herein to the contrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of the Sellers, after the consummation of the transactions contemplated by this Agreement, to rescind this Agreement or any of the transactions contemplated hereby. (g) The Buyer shall have no liability under any provision of this Agreement for and in no event shall the Threshold Amount be applied to any consequential damages. The Sellers shall take all reasonable steps to mitigate Losses for which indemnification may be claimed pursuant to this Agreement upon and after becoming aware of any event that could reasonably be expected to give rise to any such Losses. (h) No indemnification shall be payable to a Seller Indemnified Party with respect to claims asserted by such Seller Indemnified Party pursuant to Section 8.3(a) after the Indemnification Cut-Off Date.