Common use of Indemnification by the Purchaser Clause in Contracts

Indemnification by the Purchaser. (a) Effective as of the Closing, the Purchaser shall indemnify and hold harmless Warrantors, Sellers and their respective Representatives, successors and assigns (each, a “Indemnitee”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing (collectively, “Losses”) actually incurred or suffered by such Indemnitee as a result of, arising out of or in connection with (i) any breach of, or inaccuracy in, any representation or warranty made by Purchaser contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Price. (b) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect thereto.

Indemnification by the Purchaser. (a) Effective as of The Purchaser agrees to indemnify the ClosingPartnership, the Purchaser shall indemnify and hold harmless WarrantorsGeneral Partner, Sellers NuStar GP and their respective RepresentativesRepresentatives (collectively, successors and assigns (each, a the “IndemniteePartnership Related Parties”) against any from, all costs, losses, Liabilitiesliabilities, damages, liensor expenses of any kind or nature whatsoever, penaltiesand hold each of them harmless against, costs any and expensesall actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever (including the reasonable advisor’s fees and disbursements of counsel and all other reasonable expenses of investigation and defense of incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of the foregoing (collectivelythem), “Losses”) actually incurred whether or suffered by such Indemnitee not involving a Third-Party Claim, as a result of, arising out of or in connection with (i) any breach of, or inaccuracy in, in any way related to (a) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date made (except to the extent any representation or warranty made by includes the word “material,” Material Adverse Effect or words of similar import, with respect to which such representation or warranty, or applicable portions thereof, must have been true and correct in all respects) or (b) the breach of any of the covenants or obligations of any the Purchaser contained in this Agreement herein (for including failure to deliver payment pursuant to the avoidance of doubt, including any lawsuits based on any conducts prior to this AgreementFunding Amount); and provided that, in the case of the immediately preceding clause (ii) a), such claim for indemnification relating to a breach of any breach representation or violation of, or failure to perform, any covenants or agreements made, and to be performed warranty is made prior to the Closingexpiration of the survival period of such representation or warranty; and provided, by Purchaser in this Agreementfurther, provided thatthat for purposes of determining when an indemnification claim has been made, the date upon which a Partnership Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser shall constitute the date upon which such claim has been made; and provided, further, that the liability of any Purchaser shall not be liable greater in amount than the Funding Amount plus any distributions paid to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on Purchaser with respect to the Basket, in which event Purchaser Purchased Common Units. No Partnership Related Party shall be liable entitled to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Price. (b) Effective as of the Closingrecover special, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of indirect, exemplary, lost profits, speculative or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification punitive damages under this Section 11.3(b) 6.02; provided, however, that such limitation shall not be prejudiced by or be otherwise subject prevent any Partnership Related Party from recovering under this Section 6.02 for any such damages to the extent that such damages are payable to a third party in connection with any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect theretoThird-Party Claims.

Indemnification by the Purchaser. (a) Effective The Purchaser, for any Registration Statement in which it is named as of the Closinga selling stockholder, the Purchaser shall agrees to indemnify and hold harmless Warrantorsharmless, Sellers to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and their respective Representatives, successors and assigns each person who controls the Company (each, a “Indemnitee”within the meaning of the Securities Act) against any losses, Liabilitiesclaims, damagesdamages or liabilities resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, liensto the extent, penaltiesbut only to the extent that such untrue statement or omission is contained in any information furnished in writing by the Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto and has not been corrected in a subsequent writing prior to the sale of the Registrable Securities thereunder, costs or to the extent that such information relates to the Purchaser’s or the Purchaser’s proposed method of distribution of Registrable Securities and expenseswas reviewed and expressly approved in writing by the Purchaser expressly for use in the Registration Statement or Prospectus or amendment or supplement thereto (it being understood that the Purchaser has approved Exhibit A hereto for this purpose); provided, including reasonable advisor’s fees and other reasonable expenses of investigation and defense however, that the foregoing indemnity shall not apply to amounts paid in settlement of any loss, claim, damage, liability or expense if such settlement is effected without the consent of the foregoing Purchaser. In no event shall the liability of the Purchaser be greater in amount than the dollar amount of the proceeds (collectively, “Losses”) actually incurred or suffered net of all expense paid by such Indemnitee as a result of, arising out of or the Purchaser in connection with (i) any breach of, or inaccuracy in, any representation or warranty made by Purchaser contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior claim relating to this Agreement); Section 5 and (ii) the amount of any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, damages the Purchaser shall not be liable has otherwise been required to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable to the full extent pay by reason of such Losses and not only untrue statement or omission) received by the excess Purchaser upon the sale of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Price. (b) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (Registrable Securities included in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect theretoRegistration Statement giving rise to such indemnification obligation.

Indemnification by the Purchaser. (a) Effective as of the ClosingIn addition to all other sums due hereunder or provided for in this Agreement, the Purchaser shall agrees to indemnify and hold harmless Warrantorsthe Company and its officers, Sellers directors, agents, employees, subsidiaries, partners and their respective Representatives, successors and assigns controlling persons (each, a “Indemnitee”"Company Indemnified Party") to the fullest extent permitted by law from and against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense all Liabilities resulting from any breach of any covenant or agreement of the foregoing (collectively, “Losses”) actually incurred or suffered by such Indemnitee as a result of, arising out of or in connection with (i) any breach of, or inaccuracy in, any representation or warranty made by Purchaser contained in this Agreement (for the avoidance of doubtAgreement; provided, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation ofhowever, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, that the Purchaser shall not be liable under this Section 7.2: (a) for any amount paid in settlement of claims without the Purchaser's consent (which consent shall not be unreasonably withheld) or (b) to Indemnitee the extent that it is finally judicially determined that such Liabilities resulted primarily from the willful misconduct, bad faith or gross negligence of such Company Indemnified Party; provided, further, that if and to the extent that such indemnification is unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of such indemnified liability which shall be permissible under applicable laws. In connection with the obligation of the Purchaser to indemnify for expenses as set forth above, the Purchaser further agrees to reimburse each Company Indemnified Party for all such expenses (including reasonable fees, disbursements and other charges of counsel) incurred by such Company Indemnified Party on a monthly basis (subject to receipt of customary invoices and other appropriate documentation); provided, however, that if a Company Indemnified Party is reimbursed hereunder for any expenses, such reimbursement of expenses shall be refunded to the extent it is finally judicially determined that the Liabilities in question resulted primarily from the willful misconduct, bad faith or gross negligence of such Company Indemnified Party. Notwithstanding anything to the contrary in this Agreement, any claim for indemnification under this Section 11.3: (i) until 7.2 shall be limited solely to the aggregate amount assets of all Losses requiring the Purchaser and shall not be made against or in any way be construed to include the assets of Xxxxx Brothers Xxxxxxxx & Co. In addition, the indemnification under provided by the Purchaser in this Section 11.3(a) exceeds on 7.2 shall be limited as follows: the Basket, in which event Purchaser shall not be liable obligated to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis pay any amount for indemnification in excess of the Purchase Price. (b) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered Price paid by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect thereto.

Indemnification by the Purchaser. (a) Effective as The Purchaser agrees to indemnify each Seller and each of the Closing, the Purchaser shall indemnify and hold harmless Warrantors, Sellers and their respective RepresentativesAffiliates against, successors and assigns (eachagree to hold each of them harmless from, a “Indemnitee”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing (collectively, “Losses”) actually all Losses incurred or suffered by such Indemnitee as a result of, Seller or any of its Affiliates arising out of or in connection with resulting from, (i) any breach of, or inaccuracy in, any of a representation or warranty made by of the Purchaser contained in this Agreement (for or in any certificate delivered by the avoidance of doubt, including any lawsuits based on any conducts prior Purchaser pursuant to this AgreementAgreement (provided, however, that for purposes of this provision, with respect to any representation or warranty that by its terms contains a qualification or limitation as to materiality, Material Adverse Effect or Purchaser’s Knowledge, a breach of such representation or warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation and Losses shall be calculated by disregarding such qualification or limitation); and , (ii) any breach of an agreement or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to covenant made by the Closing, by Purchaser in this Agreement, provided that(iii) any Assumed Liability or (iv) any failure of the Purchaser or any of its Affiliates to comply with any Requirement of Law in connection with the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, the Purchaser shall Sellers and their Affiliates will not be liable entitled to Indemnitee indemnity pursuant to subsection 9.3(i): (A) in respect of any individual Action or individual claim or occurrence or any series of related Actions, claims or occurrences (including any class action) or any series of Actions or claims arising from similar facts, until Losses in respect of such individual or related series of Actions, claims, facts or occurrences are greater than the De Minimis Claim Amount; or (B) for indemnification under Section 11.3: (i) any Losses, until the aggregate amount of all such Losses requiring indemnification under Section 11.3(a) incurred or suffered by the Sellers or any of their Affiliates exceeds on the BasketDeductible Amount, in which event Purchaser case the Sellers and their Affiliates shall be liable entitled to indemnification for the full extent amount of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Price. (bDeductible Amount; provided, that in no event will the Sellers or their Affiliates be entitled to indemnity for Losses pursuant to subsection 9.3(i) Effective as to the extent that the amount of such Losses, in the Closingaggregate, the Purchaser shall indemnify any Indemnitee for any Loss incurred or suffered by such Indemnitee as the Sellers or their Affiliates pursuant to subsection 9.3(i) (other than in respect of a result breach of or arising out of (ia Purchaser Fundamental Representation) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with exceeds the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing DateIndemnity Cap Amount; and provided, further, that the limitations set forth in (iiiA) Purchaser’s and its subsidiaries’ (through equity control or contractual controlB) failure above (including the limitation set forth in the foregoing proviso with respect to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(bIndemnity Cap Amount) shall not be prejudiced by or be otherwise subject to apply in respect of any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless indemnity for a breach of whether the Indemnitee have any actual or constructive knowledge with respect theretoa Purchaser Fundamental Representation.

Indemnification by the Purchaser. (a) Effective as of the ClosingSubject to Section 3.3 hereof, the Purchaser shall hereby agrees to indemnify and hold harmless Warrantors, Sellers the Company and their respective Representatives, successors the Stockholder against and assigns (each, a “Indemnitee”) against any losses, Liabilities, in respect of all damages, liensclaims, penaltieslosses and expenses (including without limitation, costs and expenses, including reasonable advisor’s attorneys' fees and other reasonable expenses of investigation and defense of any of disbursements) reasonably incurred by the foregoing Company or the Stockholder with respect thereto (collectively, “Losses”all such amounts may hereinafter be referred to as "Seller Damages") actually incurred or suffered by such Indemnitee as a result of, arising out of or in connection with of: (i) any misrepresentation or breach of, or inaccuracy in, of any representation or warranty made by the Purchaser contained in pursuant to the provisions of this Agreement (for or in any statement, certificate or other document furnished by the avoidance of doubt, including any lawsuits based on any conducts prior Purchaser pursuant to this Agreement); and (ii) the nonperformance or breach of any breach covenant, agreement or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, obligation of the Purchaser shall which has not be liable to Indemnitee for indemnification under Section 11.3: (i) until been waived by the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on Company and the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase PriceStockholder collectively. (b) Effective as of the ClosingSubject to Section 3.3 hereof, the Purchaser shall be obligated to indemnify any Indemnitee the Company and/or the Stockholder, as the case may be, pursuant to this Section 6.4 only with respect to claims for any Loss suffered by such Indemnitee Seller Damages as a result of to which the Company or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure the Stockholder shall have given written notice to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending Purchaser on or before the Closing Date and close of business on the portion through sixtieth day following the end second anniversary of the Closing Date Date. (c) Notwithstanding the indemnification provided pursuant to Subsection 6.4(a) above, no amount shall be payable by the Purchaser in indemnification hereunder or under any other provision of this Agreement unless the aggregate amount of Seller Damages in respect of which the Purchaser would be liable, but for operation and application of the provisions of this Subsection 6.4(c), exceeds on a cumulative basis Fifty Thousand Dollars ($50,000) and then only to the extent of such excess. (d) In any case where the Purchaser has indemnified the Company or the Stockholder for any tax period that includes (but does not end on) Seller Damages and the Closing Date; (ii) Company or the Stockholder recover from third parties all or any part of the amount so indemnified by the Purchaser’s PRC subsidiaries’ (through equity control , the Company or contractual control) failure the Stockholder, as the case may be, shall promptly reimburse to comply with any applicable Laws in relation the Purchaser the amount paid by the Purchaser to employmentthe Company or the Stockholder, including without limitation any non-payment or underpayment of Social Insurances before as the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure case may be, up to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect theretoamount so recovered.

Indemnification by the Purchaser. (a) Effective as of the Closing, the The Purchaser shall agrees to indemnify and hold harmless Warrantors, Sellers each of the Seller and its Affiliates and any and all of their respective Representativespartners, successors directors, managers, members, officers, employees, agents and assigns controlling Persons (each, a “IndemniteeSeller Indemnified Party”) harmless from and against, and will pay to each Seller Indemnified Party the amount of, any and all Losses (including attorneys’ fees) awarded against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing (collectively, “Losses”) actually or incurred or suffered by such Indemnitee as Seller Indemnified Party, whether or not involving a result ofthird party claim, arising out of demand, action or in connection with (i) any breach ofproceeding, or inaccuracy in, any representation or warranty made by Purchaser contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Price. (b) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or directly arising out of (i) Purchaser’s and its subsidiaries’ (through equity control any breach of any representation, warranty or contractual control) failure to withhold or pay certification made by the Purchaser in any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) Transaction Documents to which the Closing Date; Purchaser is party or certificates given by the Purchaser in writing pursuant to this Agreement or (ii) any breach of or default under any covenant or agreement by the Purchaser pursuant to any Transaction Document to which the Purchaser is party; provided, however, that the foregoing shall exclude any indemnification to any Seller Indemnified Party to the extent resulting from (A) the bad faith, gross negligence or willful misconduct of such Seller Indemnified Party or (B) acts or omissions of the Purchaser based upon the written instructions from any Seller Indemnified Party. Notwithstanding the foregoing, absent the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws actual fraud, in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before no event shall the Closing Date; and (iii) Purchaser’s indemnification obligations under clause (i) of this Section 7.2 exceed, individually or in the aggregate, an amount equal to the Purchase Price, less all payments of Royalties received by the Seller prior to and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with resolution of the applicable Laws before the Closing Dateclaim. Confidential Treatment has been requested for portions of this exhibit. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise copy filed herewith omits the information subject to any disclosure (in the Disclosure Schedule or otherwise) confidentiality request. Omissions are designated as “****”. A complete version of this exhibit has been filed separately with the Securities and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect theretoExchange Commission.

Indemnification by the Purchaser. (a) Effective as Subject to the provisions of the ClosingSection 9.03(b), the Purchaser shall indemnify and hold harmless WarrantorsParent, Sellers its Affiliates and their respective Representativessuccessors and assigns, and the officers, directors, employees and agents of Parent, its Affiliates and their successors and assigns (each, a “Indemnitee”"Seller Indemnified Party") against shall be indemnified and held harmless by the Purchaser for any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing (collectively, “Losses”) actually incurred or suffered by such Indemnitee as a result of, all Losses arising out of or in connection with resulting from: (i) any the breach of, or inaccuracy in, of any representation or warranty made by the Purchaser contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; andor (ii) on an aggregate cumulative basis the breach of any covenant or agreement by the Purchaser contained in excess this Agreement; or (iii) any Assumed Liabilities; or (iv) any third party claims to the extent arising primarily out of, or relating primarily to, the conduct of the Purchase Price. (b) Effective as of SAP Business before or after the Closing, except (i) to the extent that Parent is obligated to indemnify the Purchaser with respect to such Losses pursuant to Sections 9.02 and 7.01 hereof, or (ii) as otherwise contemplated by this Agreement (it being understood that the Purchaser shall have no obligation to indemnify any Indemnitee a Seller Indemnified Party hereunder for any Loss suffered Losses to the extent actually paid, satisfied or resolved prior to the date hereof ); or (v) any claim arising out of the employment or discharge at any time on or after the Closing Date by the Purchaser, the Company or SAP Thai of any employee listed on Section 6.01 of the Disclosure Schedule and Section 6.08 of the Disclosure Schedule attached hereto or otherwise, including, without limitation, any failure by the Purchaser to satisfy its obligations under Article 6 hereof, and any severance amounts payable to such Indemnitee employees arising as a result of his or arising out her discharge or termination of (i) employment by the Purchaser’s and its subsidiaries’ (through equity control , the Company or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) SAP Thai following the Closing Date; or (iivi) subject to the terms of Section 9.02(viii), any Losses arising from claims made by any U.K. Designated Employees against the Sellers in connection with the transfer of their employment pursuant to the Purchaser’s PRC subsidiaries’ U.K. Regulations or as a result of any termination of their employment by the Purchaser (through equity control whether such claim shall be for wrongful or contractual control) failure to comply with any applicable Laws in relation to employmentunfair dismissal, including without limitation any non-redundancy payment or underpayment of Social Insurances before dismissal at common law or otherwise) where such termination takes place after the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect thereto.

Indemnification by the Purchaser. (a1) Effective as of The Purchaser hereby indemnifies the Closing, the Purchaser shall indemnify Seller against and agrees to hold it harmless Warrantors, Sellers from any and their respective Representatives, successors and assigns (each, a “Indemnitee”) against any losses, Liabilities, all damages, liensloss, penaltiesliability, costs and expensesexpense (including, including without limitation, reasonable advisor’s fees and other reasonable out-of-pocket expenses of investigation and defense of reasonable attorneys fees and expenses in connection with any of action, suit or proceeding brought against or involving the foregoing (collectively, “Losses”Seller) actually and cost incurred or suffered by such Indemnitee as a result ofthe Seller (collectively, arising out of or in connection with (i"Indemnified Amounts") any breach of, or inaccuracy in, any representation or warranty made by Purchaser contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Price. (b) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control any misrepresentation or contractual control) failure breach of warranty, covenant or agreement made or to withhold be performed by the Purchaser pursuant to this Agreement or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any and all exercise of the Rights by Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification agreements and indemnities of the Purchaser contained herein shall be cumulative, except that the Seller shall not recover more than once for the same Indemnified Amount. (2) The Seller agrees to give notice to the Purchaser promptly after learning of the assertion of any claim, or the commencement of any suit, action or proceeding, in respect of which indemnity may be sought hereunder; provided, however, that the failure of the Seller to give such notice shall not constitute a waiver of its rights hereunder in respect of the claim, suit, action or proceeding with respect to which such notice was required to have been given hereunder. (3) The Purchaser shall not be liable under this Section 11.3(b6.3 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought. (4) The amount required to be paid to the Seller by the Purchaser for any Indemnified Amounts hereunder shall be paid not be prejudiced later than thirty (30) days after receipt by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) Purchaser of written notice from the Seller, stating that such Indemnified Amounts have been incurred and shall apply regardless the amount thereof and of whether the Indemnitee have any actual or constructive knowledge with respect theretorelated indemnity payment.

Indemnification by the Purchaser. (a) Effective as of From and after the Closing, the Purchaser shall indemnify Seller and hold harmless Warrantorsits Affiliates, Sellers and their respective Representativesofficers, directors, employees, agents, successors and assigns (each, each a “IndemniteeSeller Indemnified Party”) shall be indemnified and held harmless by the Purchaser for and against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing (collectively, “all Losses”) actually incurred or suffered by such Indemnitee as a result of, arising out of or in connection with resulting from: (ia) any the breach of, or inaccuracy in, of any representation or warranty made by the Purchaser contained in this Agreement (for it being understood that any representation and warranty made by the avoidance Purchaser in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” set forth therein)); (b) the breach of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach covenant or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to agreement by the Closing, by Purchaser in this Agreement, provided that; (c) the Purchaser’s ownership or operation of the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall not be liable contribute the maximum amount that it is permitted to Indemnitee for indemnification contribute under Section 11.3: (i) until applicable Law to the aggregate amount payment and satisfaction of all Losses requiring indemnification under Section 11.3(a) exceeds on incurred by the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase PriceSeller Indemnified Parties. (b) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect thereto.

Indemnification by the Purchaser. (a1) Effective as of The Purchaser hereby indemnifies the ClosingSeller, its shareholders, officers, directors and affiliates (collectively, the Purchaser shall indemnify and hold harmless Warrantors, Sellers and their respective Representatives, successors and assigns (each, a “Indemnitee”"Seller Indemnified Parties") against and agrees to hold each of them harmless from any losses, Liabilities, and all damages, liensloss, penaltiesliability, costs and expensesexpense (including, including without limitation, reasonable advisor’s fees and other reasonable out-of-pocket expenses of investigation and defense reasonable attorneys' fees and expenses in connection with any action, suit or proceeding brought against or involving the Seller) and costs (collectively, "Seller Indemnified Amounts") incurred or suffered by any of the Seller Indemnified Parties arising out of any misrepresentation or breach of warranty, covenant or agreement made or to be performed by the Purchaser pursuant to this Agreement. (2) The agreements and indemnities of the Purchaser contained herein shall be cumulative, except that any of the Seller Indemnified Parties shall not recover more than once for the same Seller Indemnified Amount. (3) The Seller Indemnified Parties agree to give notice to the Purchaser promptly after learning of the assertion of any claim, or the commencement of any suit, action or proceeding, in respect of which indemnity may be sought hereunder, provided, however, that the failure of any of the foregoing -------- ------- Seller Indemnified Parties to give such notice shall not constitute a waiver of its rights hereunder in respect of the claim, suit, action or proceeding with respect to which such notice was required to have been given hereunder. (collectively, “Losses”4) actually incurred or suffered by such Indemnitee as a result of, arising out of or in connection with (i) any breach of, or inaccuracy in, any representation or warranty made by Purchaser contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the The Purchaser shall not be liable to Indemnitee under this Section 8.3 for indemnification under Section 11.3: (i) until the aggregate amount any settlement effected without its consent of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basketany claim, litigation or proceeding in respect of which event Purchaser shall indemnity may be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Pricesought. (b5) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure The amount required to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) be paid to any of the Purchaser’s PRC subsidiaries’ Seller Indemnified Parties by the Purchaser for any Seller Indemnified Amounts hereunder shall be paid not later than thirty (through equity control or contractual control30) failure to comply with any applicable Laws in relation to employmentdays after receipt by the Purchaser of written notice from such party, including without limitation any non-payment or underpayment stating that such Seller Indemnified Amounts have been incurred and the amount thereof and of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect theretorelated indemnity payment.

Indemnification by the Purchaser. (a) Effective as of the Closing, the The Purchaser shall indemnify indemnify, defend and hold harmless Warrantorsthe Seller and its employees, Sellers officers, directors, partners and their respective Representatives, successors representatives (other than any of the foregoing as may become employees of any Acquired Company or the Purchaser at or after the Closing) from and assigns (each, a “Indemnitee”) against any losses, assessments, Liabilities, claims, obligations, damages, liens, penalties, costs and expenses, or expenses (including without limitation reasonable advisor’s attorneys' fees and other reasonable expenses disbursements) which arise out of investigation and defense or relate to: (i) any misrepresentation in, breach of or failure to comply with, any of the foregoing representations, warranties, covenants or agreements of the Purchaser contained in this Agreement, or in any certificate or other instrument executed and delivered by the Purchaser pursuant to this Agreement; or (collectivelyii) any Transferred Liabilities (and all such losses, “assessments, Liabilities, claims, obligations, damages, costs or expenses are referred to hereinafter as the "Seller's Losses”"); provided, however, that the Purchaser shall not have any obligation so to indemnify the Seller on account of any breach of any representation or warranty as described herein unless and until the Seller's Losses paid, incurred, suffered or accrued by the Seller on account of all breaches of representations and warranties exceed $100,000 in the aggregate, in which event the Seller will be entitled to such indemnification in respect of all such Seller's Losses, including without limitation such initial $100,000 of Seller's Losses. The Purchaser's representations and warranties under this Agreement, and its indemnification obligations arising from such representations and warranties, shall survive the Closing and shall expire and terminate on December 31, 2000. Any covenants or agreements of the Purchaser hereunder, and any and all indemnification obligations relating thereto shall survive the Closing indefinitely, unless earlier expiring in accordance with their respective terms. Notwithstanding anything herein to the contrary, the maximum aggregate liability of the Purchaser on account of any breach of any representation or warranty described in this Section 13.14(B)(i) actually incurred shall be limited to $5,000,000; provided, however, that such limitation on the liability of the Purchaser shall not apply to, and there shall be no cap or suffered by such Indemnitee as a result of, arising out limit on the liability of the Purchaser to the Seller under or in connection with (i) any such liability on account of any breach of, or inaccuracy in, by the Purchaser of any representation or warranty made by Purchaser contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any its covenants or agreements made, and hereunder or on account of its indemnification obligations pursuant to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Price. (b) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure 13.14 (except for those indemnification obligations specifically referenced in the Disclosure Schedule or otherwise) and shall apply regardless first clause of whether the Indemnitee have any actual or constructive knowledge with respect theretothis sentence).

Indemnification by the Purchaser. From and after the Closing Date (abut subject to Section 6.1(c)), Purchaser shall hold harmless and indemnify each Stockholder and such Stockholder’s heirs (the “Stockholder Indemnitees”) Effective as from and against, and shall compensate and reimburse each of the ClosingStockholder Indemnitees for, the Purchaser shall indemnify and hold harmless Warrantors, Sellers and their respective Representatives, successors and assigns (each, a “Indemnitee”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of Damages which are directly or indirectly suffered or incurred by any of the foregoing Stockholder Indemnitees or to which any of the Stockholder Indemnitees may otherwise become subject (collectively, “Losses”regardless of whether or not such Damages relate to any third-party claim) actually incurred and which arise from or suffered by such Indemnitee as a result of, arising out of or in connection with are directly or indirectly connected with: (i) any inaccuracy in any representation or breach of, or inaccuracy in, of any representation or warranty made by Purchaser contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds set forth in Article 4 as if such representation and warranty had been made on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Price. (b) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date (without giving effect for purposes of calculating Damages only to any tax period that includes (but does not end on) the Closing Date“Material Adverse Effect” or other materiality qualification); (ii) any of post-Closing adjustments made to the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure Total Purchase Price pursuant to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing DateSection 1.2(d); and (iii) Purchaser’s and any fraud by the Purchaser under this Agreement; (iv) any breach (other than breaches of representations or warranties) of any covenant or obligation of Purchaser set forth in this Agreement; or (v) any Legal Proceeding relating to any inaccuracy or breach of the type referred to in clauses “(i)” through “(iv)” above (including any Legal Proceeding commenced by any Stockholder Indemnitee for the purpose of enforcing any of its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification rights under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect thereto6.2(d)). CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

Indemnification by the Purchaser. (a) Effective as of the Closing, the The Purchaser shall agrees to indemnify Triangle and hold harmless Warrantors, Sellers and their respective Representatives, successors and assigns (each, a “Indemnitee”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing its Representatives (collectively, “LossesTriangle Related Parties”) actually from, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or suffered preparing to defend any such matter that may be incurred by such Indemnitee them or asserted against or involve any of them), whether or not involving a Third Party Claim, as a result of, arising out of of, or in connection with any way related to (i) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date hereof or (ii) the breach ofof any of the covenants of the Purchaser contained herein; provided, or inaccuracy inthat in the case of the immediately preceding clause (i), such claim for indemnification relating to a breach of any representation or warranty is made by Purchaser contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closingexpiration of such representation or warranty; provided, by Purchaser in this Agreementhowever, provided thatthat for purposes of determining when an indemnification claim has been made, the date upon which a Triangle Related Party shall have given notice to the Purchaser shall constitute the date upon which such claim has been made; provided, further, that, absent fraud or willful misconduct, the liability of the Purchaser (and its Affiliates, if the Purchaser Transfers (as defined in the Convertible Note) a portion or all of the Convertible Note or all or a portion of the Conversion Shares to an Affiliate in accordance with the terms and upon the conditions of the Convertible Note) shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until the aggregate greater in amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of than the Purchase Price. (b) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect thereto.

Indemnification by the Purchaser. (a) Effective as of From and after the Closing, the Purchaser shall indemnify indemnify, defend and hold harmless Warrantors, the Sellers and their respective Representativesrepresentatives, agents, Affiliates, successors and assigns (eachcollectively, a the “IndemniteeSeller Indemnified Parties”) against from and against, and save and hold each of them harmless from and against, and pay on behalf of or reimburse such Seller Indemnified Party for, any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of Loss which any of the foregoing (collectively, “Losses”) actually incurred or suffered by such Indemnitee Seller Indemnified Party may suffer as a result of, arising out of or in connection with (i) any breach ofwith, relating to, or inaccuracy in, any representation incidental to or warranty made by Purchaser contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation virtue of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount any misrepresentation or breach of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess a representation or warranty of the BasketPurchaser set forth in this Agreement (including the Disclosure Schedules) or in any certificate delivered by the Purchaser pursuant to this Agreement; andor (ii) on an aggregate cumulative basis in excess any failure of the Purchase PricePurchaser to perform or observe any covenant or agreement contained in this Agreement. (b) Effective as All indemnification rights hereunder shall survive the execution and delivery of this Agreement and the consummation of the Closingtransactions contemplated hereby, regardless of any investigation, inquiry or examination made for or on behalf of, or any Knowledge of, the Sellers and/or any of the other Seller Indemnified Parties or the acceptance by the Sellers of any certificate. (c) The Purchaser shall have no Liability in respect of any Loss for which the Purchaser is obligated to indemnify the Seller Indemnified Parties pursuant to Section 5.3(a)(i) unless and until the amount that would otherwise be recoverable from the Purchaser in respect of any Indemnitee for such Loss, when aggregated with any other amounts so recoverable from the Purchaser pursuant to Section 5.3(a)(i), exceeds the Deductible, after which the Seller Indemnified Parties shall be entitled to recover the full amount of such Loss in excess of the Deductible; provided, that such limitations shall not apply to any recovery under the R&W Insurance Policy or any Loss suffered by a Seller Indemnified Party with respect to breaches of the Purchaser Fundamental Representations or for Fraud. (d) The aggregate Liability of the Purchaser in respect of any Loss for which the Purchaser is obligated to indemnify the Seller Indemnified Parties pursuant to Section 5.3(a)(i) shall not exceed the Cap; provided, that such Indemnitee as a result of or arising out of limitations shall not apply to any Loss suffered by the Seller Indemnified Parties with respect to (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end breaches of the Closing Date Purchaser Fundamental Representations, for any tax period that includes (but does not end on) which the Closing Date; maximum amount recoverable by the Seller Indemnified Parties shall be limited to an amount equal to the Purchase Price actually due to the Sellers, or (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect theretoFraud.

Indemnification by the Purchaser. (a) Effective as 9.3.1 Subject to the terms and conditions of the Closingthis Article IX. , the Purchaser shall indemnify will indemnify, defend, and hold harmless Warrantorsthe Stockholders, Sellers their Affiliates and their respective Representativesofficers, successors directors, managers, stockholders, members, partners, employees, representatives and assigns agents (eachcollectively, a the “IndemniteeStockholder Indemnified Parties”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing (collectively, “Losses”) all Damages actually incurred or suffered by such Indemnitee as a result of, arising out of or in connection with the Stockholder Indemnified Parties to the extent resulting from: (ia) any breach of, or inaccuracy in, failure of any representation or warranty made by the Purchaser contained in this Agreement or any certificate delivered pursuant to this Agreement to be true and correct as of the date hereof and as of the Closing; and (for b) any breach of any covenant or agreement required to be performed by the avoidance of doubt, including any lawsuits based on any conducts prior Purchaser pursuant to this Agreement); . 9.3.2 The Stockholder Indemnified Parties shall have no right to recover any amounts pursuant to Section 9.3.1(a) and (ii9.3.1(b) any breach unless on or violation ofbefore the Survival Date, or failure the Stockholders’ Representative notifies the Purchaser in writing of a claim specifying the factual basis of that claim in reasonable detail to perform, any covenants or agreements made, and the extent then known by the Stockholders’ Representative. Any indemnification claim by a Stockholder Indemnified Party pursuant to Section 9.3.1(b) shall be required to be performed prior made by delivering notice to the Closing, by Purchaser in this Agreement, provided that, no later than thirty (30) days after the Purchaser expiration of the applicable statute of limitations. 9.3.3 The Stockholder Indemnified Parties shall not be liable have no right to Indemnitee for indemnification under recover any amounts pursuant to Section 11.3: (i9.3.1(a) until the aggregate total amount of all Losses requiring indemnification such Damages incurred by the Stockholder Indemnified Parties under Section 11.3(a) 9.3.1(a), in the aggregate, exceeds on the BasketDeductible, in which event Purchaser shall case the Stockholder Indemnified Parties will be liable entitled to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis recover Damages in excess of the Purchase Price.Deductible; provided, however, that the Deductible shall not apply in the case of fraud committed by the Purchaser or with respect to the Fundamental Representations in Article V. (b) Effective as 9.3.4 The aggregate liability of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification Damages under this Section 11.3(b9.3.1(a) shall not be prejudiced by or be otherwise subject to any disclosure (exceed the Transaction Consideration less the Closing Company Cash; provided, however, that such cap shall not apply in the Disclosure Schedule or otherwise) and shall apply regardless case of whether fraud committed by the Indemnitee have any actual or constructive knowledge with respect theretoPurchaser.

Indemnification by the Purchaser. (a) Effective as of the ClosingSubject to Section 4.3(b), the Purchaser shall indemnify and hold harmless Warrantorsand indemnify the Seller and the IP Seller from and against, Sellers and their respective Representativesshall compensate and reimburse the Seller and the IP Seller for, successors any Damages that are suffered or incurred by the Seller or the IP Seller or to which the Seller or the IP Seller may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and assigns (each, a “Indemnitee”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing (collectively, “Losses”) actually incurred or suffered by such Indemnitee as a result that arise out of, arising out of are proximately caused by, or in connection with are connected with: (i) any breach of, or inaccuracy in, Breach of any representation or warranty made by Purchaser contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement; (ii) the non-fulfillment of any covenant, provided thatundertaking, agreement or other obligation of Purchaser under this Agreement, including but not limited to, the discharge of the Assumed Liabilities; (iii) the manufacture, sale, shipment or other distribution of the products of the Business by the Purchaser after the Closing Date; (iv) the ownership, operations or control of the Business by the Purchaser after the Closing Date; or (v) the Seller's conduct of a defense against third-party claims pursuant to a Proceeding directly relating to any Breach, alleged Breach, Liability or matter of the type referred to in clause "(i)," "(ii)," "(iii)" or "(iv)" above, and any successful Proceeding commenced by the Seller or the IP Seller for the purpose of enforcing any of its rights under this Section 4. (b) The Purchaser shall not be required to make any indemnification payment pursuant to Section 4.3(a)(i) for any Breach of any of its representations and warranties until such time as the total amount of all Damages (including the Damages arising from such Breach and all other Damages arising from any other Breaches of any representations or warranties) that have been suffered or incurred by the Seller and the IP Seller, collectively, or to which the Seller and the IP Seller has otherwise become subject, collectively exceeds the Deductible Amount. At such time as the total amount of such Damages in excess of the Deductible Amount (and excluding such Deductible Amount), the Seller or the IP Seller, as applicable, shall be entitled to be indemnified against and compensated and reimbursed for Damages, excluding the Deductible Amount; provided, however, that the Purchaser shall not be liable required to Indemnitee for indemnification under Section 11.3: (i) until indemnify the aggregate Seller or the IP Seller with respect to any such Damages if the Purchaser has already paid an amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable to the full extent of such Losses Seller and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase PriceIP Seller, collectively, equal to or exceeding $3,000,000 pursuant to this Section 4.3. (bc) Effective as Notwithstanding anything set forth in this Agreement to the contrary, neither the Seller nor the IP Seller shall make any claim against the Purchaser for any Damages with respect to any Breach by the Purchaser of the Closingterms set forth in this Agreement, if and to the Purchaser shall indemnify any Indemnitee for any Loss suffered by extent the Seller, or the IP Seller, as applicable, had actual knowledge of such Indemnitee as a result of Breach at or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure prior to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and nonetheless consummated the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect theretotransactions contemplated hereunder.

Indemnification by the Purchaser. (a) Effective as of the Closing, the Purchaser shall indemnify and hold harmless Warrantors, The Sellers and their respective RepresentativesAffiliates, officers, directors, employees, agents, successors and assigns (each, each a “Indemnitee”"Seller Indemnified Party") shall be indemnified and held harmless by the Purchaser for and against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing (collectively, “all Losses”) actually incurred or suffered by such Indemnitee as a result of, arising out of or in connection with resulting from: (i) any the breach of, or inaccuracy in, of any representation or warranty made by the Purchaser contained in this Agreement (for or the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement)Ancillary Agreements; and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; andor (ii) on an aggregate cumulative basis the breach of any covenant or agreement by the Purchaser contained in excess of this Agreement or the Purchase PriceAncillary Agreements. (b) Effective as A Seller Indemnified Party shall give the Purchaser notice of any matter which such the Seller Indemnified Party has determined has given rise to a right of indemnification under this Agreement, within 60 days of such determination, stating the amount of the ClosingLoss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations and Liabilities of the Purchaser under this Article IX with respect to Losses arising from Third Party Claims shall be governed by and be contingent upon the following additional terms and conditions: if a Seller Indemnified Party shall receive notice of any Third Party Claim, such Seller Indemnified Party shall give the Purchaser notice of such Third Party Claim within 30 days of the receipt by the Seller Indemnified Party of such notice; provided, however, that the failure to provide such notice shall not release the Purchaser from any of its obligations under this Article IX except to the extent that the Purchaser is materially prejudiced by such failure and shall not relieve the Purchaser from any other obligation or Liability that it may have to any Seller Indemnified Party otherwise than under this Article IX. If the Purchaser acknowledges in writing its obligation to indemnify a Seller Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Purchaser shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to such Seller Indemnified Party within five days of the receipt of such notice from the Seller Indemnified Party; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of such Seller Indemnified Party in its sole and absolute 47 57 discretion, for the same counsel to represent both the Seller Indemnified Party and the Purchaser, then the Seller Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Seller Indemnified Party determines counsel is required, at the expense of the Purchaser. In the event that the Purchaser exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Seller Indemnified Party shall cooperate with the Purchaser in such defense and make available to the Purchaser, at the Purchaser's expense, all witnesses, pertinent records, materials and information in the Seller Indemnified Party's possession or under the Seller Indemnified Party's control relating thereto as is reasonably required by the Purchaser. Similarly, in the event the Seller Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance cooperate with the applicable Laws for Seller Indemnified Party in such defense and make available to the Seller Indemnified Party, at the Purchaser's expense, all tax periods ending on such witnesses, records, materials and information in the Purchaser's possession or before under the Closing Date and Purchaser's control relating thereto as is reasonably required by the portion through Seller Indemnified Party. No such Third Party Claim may be settled by the end Purchaser without the prior written consent of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) Seller Indemnified Party which consent shall not be prejudiced by or unreasonably withheld; provided, however, that no Seller Indemnified Party shall be otherwise subject required to consent to any disclosure (in settlement that involves any relief to any party other than the Disclosure Schedule or otherwise) and shall apply regardless payment of whether the Indemnitee have any actual or constructive knowledge with respect theretomonetary damages.

Indemnification by the Purchaser. The Purchaser agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in subsection subsection (ad)(i) Effective as above, the Company, each of its directors, each of its officers who signs the Registration Statement, each of the ClosingCompany’s agents or representatives, and each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each a “Company Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Purchaser shall indemnify and hold harmless WarrantorsExchange Act or otherwise, Sellers and their respective Representatives, successors and assigns (each, a “Indemnitee”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing (collectively, “Losses”) actually incurred insofar as such Claim or suffered by such Indemnitee as a result of, arising Indemnified Damages arise out of or are based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written information regarding the Purchaser furnished to the Company by the Purchaser specifically for use in connection with (i) any breach ofsuch Registration Statement; provided, or inaccuracy inhowever, any representation or warranty made by Purchaser that the indemnity agreement contained in this Agreement subsection (for d)(ii) and the avoidance agreement with respect to contribution set forth below shall not apply to amounts paid in settlement of doubtany Claim if such settlement is effected without the prior written consent of such Purchaser, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the Purchaser which consent shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until unreasonably withheld or delayed; provided, further, however, that the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable under this subsection (d)(ii) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Price. (b) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end sale of the Closing Date for Purchased Shares pursuant to the Registration Statement giving rise to such liability. Such indemnity shall remain in full force and effect regardless of any tax period that includes (but does not end on) investigation made by or on behalf of such Company Indemnified Party and shall survive the Closing Date; (ii) any transfer of the Purchaser’s PRC subsidiaries’ Registrable Securities by the Purchaser pursuant to this Agreement. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this subsection (through equity control or contractual controld)(ii) failure with respect to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) prospectus shall not be prejudiced by inure to the benefit of any Company Indemnified Party if the untrue statement or be otherwise subject to any disclosure (omission of material fact contained in the Disclosure Schedule prospectus was corrected on a timely basis in the prospectus, as then amended or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect theretosupplemented.

Indemnification by the Purchaser. (a) Effective as The Purchaser agrees, subject to the other terms and conditions of this Agreement, to indemnify the ClosingStockholders against, the Purchaser shall indemnify and hold them harmless Warrantorson an after-Tax basis from, Sellers and their respective Representatives, successors and assigns (each, a “Indemnitee”) against any all losses, Liabilitiesclaims, damages, liensfines, penalties, amounts paid in settlement, liabilities, costs and expensesexpenses (including, including without limitation, reasonable advisor’s fees attorney and other reasonable expenses expert fees) of investigation and defense of any of damages to the foregoing (collectively, “Losses”) actually incurred Stockholders related to or suffered by such Indemnitee as a result of, arising out of or in connection with the breach of (i) any breach of, or inaccuracy in, any representation or warranty made by of the Purchaser contained in this Agreement herein (for the avoidance of doubtwithout regard to any "materiality", including any lawsuits based on any conducts prior to this Agreement"Material Adverse Effect", "substantial compliance" or similar exception or qualifier); and , or (ii) any breach of any covenant or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, agreement of the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Priceherein. (b) Effective as No claim may be made against the Purchaser for indemnification pursuant to Section 8.2(a)(i) unless the aggregate of all liabilities and damages of the ClosingStockholders (exclusive of legal fees incurred in connection with pursuing such claim) with respect to Section 8.2(a)(i) along with all liability of the Purchaser to the Stockholders shall in the aggregate exceed $100,000. (c) The Stockholders agree to give the Purchaser prompt written notice of any claim, assertion, event or proceeding by or in respect of a third party of which they have Knowledge concerning any liability or damage as to which it may request indemnification hereunder; provided, however, that no delay on the part of any Stockholders in notifying the Purchaser shall indemnify relieve the Purchaser from any Indemnitee for any Loss suffered liability or obligation hereunder unless (and then solely to the extent that) the Purchaser can demonstrate that it was damaged by such Indemnitee as delay. The Purchaser will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a result provision whereby the plaintiff or claimant in the matter releases the Stockholders from all liability with respect thereto, without the written consent of the Stockholders. The Purchaser shall have the right to direct, at its own expense and through counsel of its own choosing, the defense or arising out settlement of (i) Purchaser’s and its subsidiaries’ (through equity control any such claim or contractual control) failure proceeding; the Stockholders may participate in such defense, but in such case the expenses of the Stockholders shall be paid by the Stockholders; provided, however, that if the Stockholders deliver to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before Purchaser an opinion of counsel to the Closing Date effect that there exists an actual conflict of interest between the Purchaser and the portion through Stockholders with respect to such claim, or such claim or liability involves the end possibility of criminal sanctions or criminal liability to the Closing Date for any tax period that includes (but does not end on) Stockholders, the Closing Date; (ii) any Stockholders shall be entitled to participate in the defense of such claim or liability at the expense of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under Stockholders shall provide the Purchaser with access to their records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with and aid at the Purchaser's request the Purchaser in the defense or settlement thereof, and the Purchaser shall reimburse the Stockholders for all reasonable out-of-pocket expenses in connection therewith. If the Purchaser elects to direct the defense of any such claim or proceeding, the Stockholders shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless the Purchaser consents in writing to such payment (such consent not to be unreasonably withheld or delayed) or unless the Purchaser, subject to the last sentence of this Section 11.3(b) shall not 8.2(c), withdraws from the defense of such asserted liability or unless a final judgment from which no appeal may be prejudiced taken by or be otherwise subject on behalf of the Purchaser is entered against the Stockholders for such liability. If the Purchaser shall fail to any disclosure (assume the defense of such claim in the Disclosure Schedule manner provided above, or otherwise) if, after commencing or undertaking any such defense, fails to prosecute or withdraws from such defense, the Stockholders shall have the right to undertake the defense or settlement thereof, and shall apply regardless of whether the Indemnitee have Stockholders may defend against, or enter into any actual or constructive knowledge settlement with respect theretoto, the matter in any manner it reasonably may deem appropriate without prejudice to the Purchaser Indemnitee's right to indemnity from the Purchaser hereunder.

Indemnification by the Purchaser. From and after Closing, the Seller and its Affiliates, officers, directors, employees, agents, successors and assigns (each a “Seller Indemnified Party”) shall be indemnified and held harmless by the Purchaser for and against any and all Losses, arising out of or resulting from: (a) Effective (i) the failure of any of the warranties set out in Article IV to be true and correct as of the date hereof, (ii) the failure of any of the warranties set out in Article IV to be true and correct as of Closing with the same force as if made as of the Closing, (iii) the Purchaser shall indemnify and hold harmless Warrantors, Sellers and their respective Representatives, successors and assigns (each, a “Indemnitee”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses failure of investigation and defense of any of the foregoing (collectively, “Losses”) actually incurred or suffered by such Indemnitee as a result of, arising out of or in connection with (i) any breach of, or inaccuracy in, any representation or warranty made by the Purchaser Parent contained in this the Securities Purchase Agreement or the NewCo2 Subscription Agreement to be true and correct as of the date hereof, and (for iv) the avoidance failure of doubtany representation or warranty made by the Purchaser Parent contained in the Securities Purchase Agreement or the NewCo2 Subscription Agreement to be true and correct as of SPA Closing, including subject to any lawsuits based on any conducts prior to this Subsequent Disclosed Events (as defined in the Securities Purchase Agreement); and , as of SPA Closing with the same force as if made as the SPA Closing (ii) any in each case, the determination of whether such breach or violation of, or failure to perform, any covenants or agreements made, occurred and the calculation of Losses to be performed prior made without giving effect to any limitations as to materiality set forth therein); or (b) the Closingbreach of any covenant or agreement by the Purchaser, by Purchaser Parent or any of their Affiliates contained in this Agreement, provided thatthe Securities Purchase Agreement or the NewCo2 Subscription Agreement. To the extent that the Purchaser’s undertakings set forth in this Section 9.03 may be unenforceable, the Purchaser shall not be liable contribute the maximum amount that it is permitted to Indemnitee for indemnification contribute under Section 11.3: (i) until applicable Law to the aggregate amount payment and satisfaction of all Losses requiring indemnification under Section 11.3(a) exceeds on incurred by the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase PriceSeller Indemnified Parties. (b) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect thereto.

Indemnification by the Purchaser. (a) Effective as of the Closing, the The Purchaser shall hereby agrees to indemnify and hold harmless Warrantorsthe Seller from and against, Sellers and their respective Representativesto reimburse the Seller for, successors any and assigns all Losses that result from: (each, a “Indemnitee”a) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense Any inaccuracy in or breach of any representation and warranty, or any breach or nonfulfillment of any covenant or agreement of the foregoing (collectively, “Losses”) actually incurred or suffered by such Indemnitee as a result of, arising out of Purchaser contained in this Agreement or in connection with (i) any breach ofcertificate, document, or inaccuracy ininstrument delivered to the Seller under this Agreement; and (b) The operation or ownership of the Intermittent Testing Business and the Acquired Assets from and after the Closing including any liabilities arising under the Licenses or the Assumed Contracts that relate to events occurring from and after the Closing Date, any except to the extent such Losses result from or arise from breach of a representation or warranty made by Purchaser the Seller or a breach of a covenant of the Seller contained in this Agreement Agreement. The Purchaser will be liable to the Seller for any Losses (for i) only if the avoidance Seller delivers to the Purchaser written notice, setting forth in reasonable detail the identity, nature and amount of doubt, including any lawsuits based Losses related to such claim or claims on any conducts or prior to this Agreement); the 270th day after the Closing Date and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until only if the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket$52,000, in which event case the Purchaser shall will be liable obligated to indemnify the full extent Seller, it being understood that once such amount is exceeded, the Seller will be entitled to receive the aggregate of all such claims from the first dollar of Losses. Except for fraud, for which liability will be unlimited, the Purchaser will not be required to pay the Seller for aggregate Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase PriceEscrow Consideration (as such amount will be adjusted pursuant to Section 5.6). (b) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect thereto.

Indemnification by the Purchaser. (a) Effective as The Purchaser agrees, subject to the other terms and conditions of this Section 7.02 and Section 7.04 and without gross-up for Taxes, to indemnify the Closing, the Purchaser shall indemnify Seller against and hold the Seller harmless Warrantorsfrom any and all liabilities, Sellers and their respective Representatives, successors and assigns (each, a “Indemnitee”) against any losses, Liabilitiescosts, damagesexpenses (including, lienswithout limitation, penalties, costs reasonable attorneys' fees) of and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing damages (collectively, “"Losses”") actually incurred or suffered by such Indemnitee as a result ofto the Seller, arising out of or in connection with respect to (i) the breach of any representation, warranty, covenant or agreement of the Purchaser herein and (ii) the Assumed Liabilities. If the transactions contemplated by this Agreement are not consummated, the Purchaser agrees, subject to the other terms and conditions of this Section 7.02 and Section 7.04 and without gross-up for Taxes, to indemnify the Seller against and hold the Seller harmless from any and all Losses to the Seller arising out of or with respect to the breach of any representation, warranty, covenant or agreement of the Purchaser herein. (b) Payments by the Purchaser pursuant to Section 7.02(a) shall be limited to the amount of any liability or damage that remains after deducting therefrom (i) any breach of, Tax benefit to the Seller or inaccuracy in, any representation or warranty made by Purchaser contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement); affiliates thereof and (ii) any breach insurance proceeds and any indemnity, contribution or violation of, other similar payment recoverable by the Seller or failure any affiliates thereof from any third party with respect thereto. A Tax benefit will be considered to perform, any covenants be recognized by the Seller or agreements madesuch affiliates for purposes of this Section 7.02 in the tax period in which the indemnity payment occurs, and the amount of the Tax benefit shall be determined by assuming that the Seller and such affiliates are in the maximum applicable statutory tax brackets after any deductions or other allowances reportable with respect to a payment hereunder. (c) No claim may be performed prior made against the Purchaser for indemnification pursuant to this Section 7.02 with respect to any individual item of Loss, unless such item exceeds $2,500 and unless the Closingaggregate of all such Losses of the Seller with respect to this Section 7.02 shall exceed $200,000, by Purchaser in this Agreement, provided that, and the Purchaser shall not be required to pay or be liable for the first $200,000 in aggregate amount of any such Losses; PROVIDED, HOWEVER, that any Losses arising in connection with Sections 4.06, 5.06, 5.07 or 9.01 or any Assumed Liabilities shall not be subject to Indemnitee for indemnification any of such limitations. The aggregate liability of the Purchaser to the Seller under this Agreement shall be limited to an amount equal to the Indemnity Escrow Amount. For the purposes of this Section 11.3: 7.02(c), in computing such individual or aggregate amounts of claims, the amount of each claim shall be deemed to be an amount (i) until the aggregate amount net of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable any Tax benefits to the full extent of such Losses Seller or any affiliates thereof, and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess net of any insurance proceeds and any indemnity, contribution or other similar payment recoverable by the Purchase Price. (b) Effective as of the Closing, the Purchaser shall indemnify Seller or any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent affiliates thereof from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge third party with respect thereto.

Indemnification by the Purchaser. (a) Effective as of the Closing, the The Purchaser shall hereby undertakes to indemnify and defend the Seller and hold the Seller harmless Warrantors, Sellers and their respective Representatives, successors and assigns (each, a “Indemnitee”) against any all losses, Liabilitiesclaims, damages, liensliabilities, penaltiescosts, expenses (including attorneys’ fees and expenses of investigation and defense) (“Losses”), paid, incurred or sustained by the Seller, including if paid in settlement of or in connection with any or actual claim, action, suit, Proceeding or investigation, that arises out of, in connection with, or relates to, in whole or in part, (i) any breach or inaccuracy of a representation of the Purchaser in this Agreement or in any Purchaser Document and (ii) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including including, reasonable advisor’s legal fees and other reasonable expenses of investigation and defense of any of expenses, incurred in or incident to enforcing the foregoing (collectivelyindemnities under this Section 12.1; provided, “Losses”) actually incurred or suffered by such Indemnitee as a result ofhowever, arising out of or in connection with (i) any breach of, or inaccuracy in, any representation or warranty made by Purchaser contained in this Agreement (for that the avoidance of doubt, including any lawsuits based on any conducts prior indemnification obligation pursuant to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the Purchaser Section 12.1 shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds terminate on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Price. (b) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end second anniversary of the Closing Date for (other than with respect to Section 5.6, regarding which the indemnification pursuant to this Section 12.1 shall not be limited in time) and it shall have no further force or effect thereafter, notwithstanding anything to the contrary contained in any tax period provision of this Agreement or applicable Law (it being clarified that includes (but does not end on) in the Closing Date; (ii) any event that an indemnity demand under this Section is made prior to the lapse of such period, then the Purchaser’s PRC subsidiaries’ (through equity control indemnity obligation in respect of such specific demand shall continue to be in full force and effect until finally and irrevocably resolved or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any dismissed by a non-payment appealable decision of a competent court or underpayment of Social Insurances before arbitrator, notwithstanding the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with fact that such applicable Laws before the Closing Dateperiod has since passed). The Purchaser shall only be required to indemnify the Seller under this Section 12.1 only if the aggregate Losses (x) exceed one hundred and fifty thousand US dollars (US$150,000) (the “Threshold Amount”), but if the Losses exceed the Threshold Amount, then all of such Losses shall be subject to indemnification under this Section, and (y) other than in respect of the representations made in Section 11.3(b) shall not be prejudiced by 5.6, arise from the same facts and circumstances which gave rise to the claim for inaccuracy or be otherwise subject to any disclosure (in breach of the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect theretorelevant representation.

Indemnification by the Purchaser. (a) Effective as of From and after the Closing, subject to the other provisions of this Article 9 and to Section 8.03, the Purchaser shall agrees to indemnify and hold harmless Warrantorsdefend the Seller and its Affiliates, Sellers its and their respective Representatives, successors direct and assigns (each, a “Indemnitee”) against any losses, Liabilities, damages, liens, penalties, costs indirect equity owners and expenses, including reasonable advisor’s fees and other reasonable expenses each of investigation and defense of any the Representatives of the foregoing (collectively, the “LossesIndemnified Seller Entities”) actually for, and to hold each of them harmless from and against, any and all Indemnifiable Losses suffered, paid or incurred or suffered by any such Indemnitee Indemnified Seller Entity as a result of, arising out of or in connection with : (i) any breach ofof any of the representations and warranties made by the Purchaser in Article 5 or in any Other Transaction Agreement, or inaccuracy in, any representation or warranty made by Purchaser contained in this Agreement (for the avoidance failure of doubt, including any lawsuits based on any conducts prior to this Agreement); of such representations and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and warranties to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds true and correct on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess as of the BasketClosing Date; and (ii) on an any breach of any of the covenants or agreements of the Purchaser contained in this Agreement. (b) Notwithstanding anything to the contrary contained in this Section 9.02, the Indemnified Seller Entities shall be entitled to indemnification: (i) with respect to any Claim for indemnification pursuant to Section 9.02(a)(i), only if the aggregate cumulative basis of Indemnifiable Losses to all Indemnified Purchaser Entities with respect to all such Claims exceeds the Deductible, whereupon (subject to the provisions of clauses (ii) and (iii) below) the Purchaser shall be obligated to pay in full all such amounts but only to the extent such aggregate Indemnifiable Losses are in excess of the amount of the Deductible; provided that the Deductible shall not apply to Losses suffered, paid or incurred by an Indemnified Seller Entity as a result of any breach of any of the Purchaser Specified Representations; (ii) with respect to any Claim for indemnification pursuant to Section 9.02(a)(i), only with respect to individual items or a series of related items where the Indemnifiable Losses relating thereto are in excess of $50,000 (any items less than such threshold shall not be aggregated for the purposes of the immediately preceding clause (i)); and (iii) only if such Claims are made on or before the expiration of the survival period pursuant to Section 8.01 for the applicable representation, warranty, covenant or agreement. (c) Notwithstanding anything to the contrary contained in this Agreement, (i) except with respect to a breach of the Purchaser Specified Representations, in no event shall the Purchaser’s aggregate liability to the Indemnified Seller Entities under Section 9.02(a) exceed the Cap; and (ii) subject to, and without limiting, Section 9.02(c)(i), in no event shall the Purchaser’s aggregate liability to the Indemnified Purchaser Entities under Section 9.02(a) exceed the Purchase Price. (bd) Effective as All materiality qualifications (including the terms “material,” “material adverse effect” and “material respects”) contained in the representations and warranties of the ClosingPurchaser in this Agreement shall be disregarded for all purposes of this Article 9, the Purchaser shall indemnify any Indemnitee including for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control determining whether there is a breach of or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending be true and correct on or before the Closing Date and the portion through the end as of the Closing Date for of any tax period that includes (but does not end on) of the Closing Date; representations or warranties of the Purchaser and (ii) determining the amount of Losses based upon or arising from any breach of or failure to be true and correct on and as of the Closing Date of any of the representations or warranties of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect thereto.

Indemnification by the Purchaser. (a) Effective as 9.3.1 Subject to the terms and conditions of the Closingthis Agreement, the Purchaser shall will indemnify and hold harmless Warrantors, the Sellers and their respective Representativesthe Sellers’ Representative (collectively, successors and assigns (each, a the “IndemniteeSeller Indemnified Parties”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing (collectively, “Losses”) all Damages actually incurred or suffered by such Indemnitee as a result of, the Seller Indemnified Parties to the extent resulting from arising out of or otherwise related to: (a) any failure of any Fundamental Representation made by the Purchaser in connection with this Agreement to be true and correct as of the date hereof and as of the Closing (iexcept those representations and warranties that address matters only as of a specified date, which shall be true and correct as of that specified date); or (b) any breach of, or inaccuracy in, of any representation or warranty made covenant required to be performed by the Purchaser contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior pursuant to this Agreement); and (ii. 9.3.2 The Seller Indemnified Parties shall have no right to recover any amounts pursuant to Section 9.1(a) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to unless the Closing, by Sellers’ Representative notifies Purchaser in this Agreement, provided that, writing pursuant to Section 9.4 by the Representations and Warranties Survival Date. The Seller Indemnified Parties shall have no right to recover any amounts pursuant to Section 9.1(b) unless the Sellers’ Representative notifies Purchaser in writing pursuant to Section 9.4 by the Covenant Survival Date. 9.3.3 The Seller Indemnified Parties shall not be liable have no right to Indemnitee for indemnification under recover any amounts pursuant to Section 11.3: (i9.1(a) until the aggregate total amount of all Losses requiring indemnification such Damages incurred by the Seller Indemnified Parties under Section 11.3(a) 9.1(a), in the aggregate, exceeds on the BasketDeductible, in which event Purchaser shall case the Seller Indemnified Parties will be liable entitled to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis recover Damages in excess of the Purchase PriceDeductible; provided, however, that the Deductible shall not apply in the case of Fraud committed by the Purchaser. (b) Effective as 9.3.4 The aggregate liability of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification Damages under this Section 11.3(b9.1(a) shall not be prejudiced by or be otherwise subject to any disclosure (exceed the Transaction Consideration; provided, however, that such cap shall not apply in the Disclosure Schedule or otherwise) and shall apply regardless case of whether Fraud committed by the Indemnitee have any actual or constructive knowledge with respect theretoPurchaser.

Indemnification by the Purchaser. (a) Effective as The Purchaser agrees, subject to the other terms and conditions of this Agreement, to indemnify the ClosingStockholders against, the Purchaser shall indemnify and hold them harmless Warrantorsfrom, Sellers and their respective Representatives, successors and assigns (each, a “Indemnitee”) against any all losses, Liabilitiesclaims, damages, liensfines, penalties, amounts paid in settlement, liabilities, costs and expensesexpenses (including, including without limitation, reasonable advisor’s fees attorney and other reasonable expenses expert fees) of investigation and defense of any of damages to the foregoing (collectively, “Losses”) actually incurred Stockholders related to or suffered by such Indemnitee as a result of, arising out of or in connection with the breach of (i) any breach of, or inaccuracy in, any representation or warranty made by of the Purchaser contained in this Agreement herein (for the avoidance of doubtwithout regard to any "materiality", including any lawsuits based on any conducts prior to this Agreement"Material Adverse Effect", "substantial compliance" or similar exception or qualifier); and , or (ii) any breach of any covenant or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, agreement of the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Priceherein. (b) Effective as No claim may be made against the Purchaser for indemnification pursuant to Section 9.2(a)(i) unless the aggregate of all liabilities and damages of the ClosingStockholders (exclusive of legal fees incurred in connection with pursuing such claim) with respect to Section 9.2(a)(i) along with all liability of the Purchaser to the Stockholders shall in the aggregate exceed $100,000; provided, however, that under no circumstances shall the Purchaser liability under Section 9.2(a)(i) exceed (i) the amount equal to 100% of the Purchase Price with respect to the breach of all representations and warranties set forth in Sections 5.1, 5.2 and 5.4 and (ii) $500,000 with respect to the breach of all other representations and warranties set forth in Article V. (c) The Stockholders agree to give the Purchaser prompt written notice of any claim, assertion, event or proceeding by or in respect of a third party of which they have Knowledge concerning any liability or damage as to which it may request indemnification hereunder; provided, however, that no delay on the part of any Stockholders in notifying the Purchaser shall indemnify relieve the Purchaser from any Indemnitee for any Loss suffered liability or obligation hereunder unless (and then solely to the extent that) the Purchaser can demonstrate that it was damaged by such Indemnitee as delay. The Purchaser will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a result provision whereby the plaintiff or claimant in the matter releases the Stockholders from all liability with respect thereto, without the written consent of the Stockholders. The Purchaser shall have the right to direct, at its own expense and through counsel of its own choosing, the defense or arising out settlement of (i) Purchaser’s and its subsidiaries’ (through equity control any such claim or contractual control) failure proceeding; the Stockholders may participate in such defense, but in such case the expenses of the Stockholders shall be paid by the Stockholders; provided, however, that if the Stockholders deliver to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before Purchaser an opinion of counsel to the Closing Date effect that there exists an actual conflict of interest between the Purchaser and the portion through Stockholders with respect to such claim, or such claim or liability involves the end possibility of criminal sanctions or criminal liability to the Closing Date for any tax period that includes (but does not end on) Stockholders, the Closing Date; (ii) any Stockholders shall be entitled to participate in the defense of such claim or liability at the expense of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under Stockholders shall provide the Purchaser with access to their records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with and aid at the Purchaser's request the Purchaser in the defense or settlement thereof, and the Purchaser shall reimburse the Stockholders for all reasonable out-of-pocket expenses in connection therewith. If the Purchaser elects to direct the defense of any such claim or proceeding, the Stockholders shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless the Purchaser consents in writing to such payment (such consent not to be unreasonably withheld or delayed) or unless the Purchaser, subject to the last sentence of this Section 11.3(b) shall not 9.2(c), withdraws from the defense of such asserted liability or unless a final judgment from which no appeal may be prejudiced taken by or be otherwise subject on behalf of the Purchaser is entered against the Stockholders for such liability. If the Purchaser shall fail to any disclosure (assume the defense of such claim in the Disclosure Schedule manner provided above, or otherwise) if, after commencing or undertaking any such defense, fails to prosecute or withdraws from such defense, the Stockholders shall have the right to undertake the defense or settlement thereof, and shall apply regardless of whether the Indemnitee have Stockholders may defend against, or enter into any actual or constructive knowledge settlement with respect theretoto, the matter in any manner it reasonably may deem appropriate without prejudice to the Purchaser Indemnitee's right to indemnity from the Purchaser hereunder.

Indemnification by the Purchaser. (a) Effective as of the Closing, the The Purchaser shall indemnify and hold harmless Warrantorsand indemnify the Sellers from and against, and shall compensate and reimburse the Sellers for, any Damages that are directly or indirectly suffered or incurred by the Sellers or to which the Sellers may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and their respective Representatives, successors and assigns (each, a “Indemnitee”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing (collectively, “Losses”) actually incurred that arise directly or suffered by such Indemnitee indirectly from or as a direct or indirect result of, arising out of or in connection with are directly or indirectly connected with: (i) any breach of, of any of the representations or inaccuracy in, any representation or warranty made by warranties of the Purchaser contained in this Agreement (for Agreement, the avoidance other Transactional Documents or in any certificate or instrument delivered by or on behalf of doubt, including any lawsuits based on any conducts prior the Purchaser pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); and ; (ii) any breach or violation ofnon-fulfillment of any covenant, agreement or failure to perform, any covenants or agreements made, and obligation to be performed prior by the Purchaser pursuant to the Closing, by Purchaser in this Agreement, provided thatthe other Transactional Documents or any certificate or instrument delivered by or on behalf of the Purchaser pursuant to this Agreement; or (iii) any failure on the part of the Purchaser to perform and discharge the Assumed Liabilities on a timely basis. (b) Subject to Section 9.3(c), the Purchaser shall not be liable required to Indemnitee make any indemnification payment pursuant to Section 9.3(a) for indemnification under Section 11.3: (i) any breach of any of its representations and warranties until such time as the aggregate total amount of all Losses requiring indemnification under Section 11.3(aDamages (including the Damages arising from such breach and all other Damages arising from any other breaches of its representations or warranties) that have been directly or indirectly suffered or incurred by the Sellers, or to which the Sellers have otherwise become subject, exceeds $180,000 in the aggregate. (If the total amount of such Damages exceeds $180,000 in the aggregate, the Sellers shall be entitled to be indemnified against and compensated and reimbursed for the entire amount of such Damages, and not merely the portion of such Damages exceeding $180,000.) (c) The limitation on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess indemnification obligations of the Basket; and (iiPurchaser that is set forth in Section 9.3(b) on an aggregate cumulative basis in excess shall not apply to any breach arising directly or indirectly from any circumstance of the Purchase Price. (b) Effective as of the Closing, which the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending had knowledge on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) prior to the Closing Date; (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect thereto.

Indemnification by the Purchaser. The Purchaser and its successors and assigns shall indemnify the Seller and its successors and assigns in respect of any and all Damages incurred by the Seller and its successors and assigns in connection with each and all of the following: (a) Effective as The claim by any person for any broker’s or finder’s fee or similar fee charged for commission that arises from any actions, statements, or commitments made by the Purchaser or its agents or Affiliates. (b) The breach or other failure to perform any covenant, agreement, or obligation of the Closing, the Purchaser shall indemnify and hold harmless Warrantors, Sellers and their respective Representatives, successors and assigns (each, a “Indemnitee”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing (collectively, “Losses”) actually incurred or suffered by such Indemnitee as a result of, arising out of or in connection with (i) any breach of, or inaccuracy in, any representation or warranty made by Purchaser contained in this Agreement (for the avoidance of doubtor any other Acquisition Document or any other instrument, including all certificates contemplated hereby or thereby. (c) Any breach of any lawsuits based on representation or warranty by the Purchaser contained in this Agreement or any conducts prior to this Agreement); and other Acquisition Document or any other instrument, including all certificates, contemplated hereby or thereby. (iid) any Any breach or violation other failure to perform fully perform any agreement that is required to be disclosed pursuant to Section 2.13(a)(vi) hereof. (e) Any damages (including, without limitation, costs of response, removal, remediation, corrective action, property damage, personal injury, damage to natural resources, settlement, and attorneys’ fees) paid by the Seller or Forsbergs and accruing from the operations of the Purchaser, or the operations of the business at any time after the Closing date and solely attributable to the Transferred Assets. (f) Any liability to employees or to third parties for personal injury or death or damage to property arising out of or occurring in connection with products sold or services rendered by the Purchaser after the Closing Date in excess of, not covered by, and not deductible from the Insurance Policies. (g) All claims made by former or current employees of the Purchaser alleging the occurrence of, or failure arising out of, an allegation relating to performany breach of any fiduciary obligation after the Closing Date under any employee benefit plan, provided, however, Purchaser has no obligation to continue any covenants or agreements made, and to be performed employee benefit plan implemented by Seller prior to the Closing, by Purchaser in this Agreement, provided that, the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase PriceClosing date. (b) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect thereto.

Indemnification by the Purchaser. (a) Effective as of Subject to the Closinglimitations set forth in this Section 9.03, the Purchaser shall indemnify and hold harmless Warrantors, Sellers and their respective RepresentativesAffiliates, officers, directors, employees, agents, successors and assigns (each, each a “IndemniteeSeller Indemnified Party”) against shall be indemnified and held harmless by the Purchaser for any lossesand all Losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense net of any of the foregoing (collectively, “Losses”) actually incurred or suffered by such Indemnitee as a result ofapplicable Recoveries, arising out of or in connection with (i) any resulting from the breach of, or inaccuracy in, of any representation or warranty made by in this Agreement, or the breach of any covenant or agreement by the Purchaser contained in this Agreement (for or the avoidance of doubtAncillary Agreements. Notwithstanding the foregoing, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the Purchaser shall not be liable to Indemnitee for have no indemnification under Section 11.3: (i) obligations unless and until the aggregate amount Losses suffered by the Seller Indemnified Parties, net of all Losses requiring indemnification under Section 11.3(a) any applicable Recoveries, exceeds on the BasketDeductible Amount, in after which event the Purchaser Indemnified Parties shall be liable entitled to indemnification for all Losses, but excluding the full extent of such initial Losses and not only underlying the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase PriceDeductible Amount. (b) Effective as of To the Closingextent that the Purchaser’s indemnification obligations set forth in this Section 9.03 may be unenforceable, the Purchaser shall indemnify contribute the maximum amount that it is permitted to contribute under applicable law to the payment and satisfaction of all Losses incurred by the Sellers. (c) The obligations and Liabilities of the Purchaser under this Article IX with respect to Losses arising from Third Party Claims shall be governed by and contingent upon the following additional terms and conditions: if a Seller Indemnified Party shall receive notice of any Indemnitee for Third Party Claim, the Seller Indemnified Party shall give the Purchaser notice of such Third Party Claim within 30 days of the receipt by the Seller Indemnified Party of such notice; provided, however, that the failure to provide such notice shall not release the Purchaser from any Loss suffered of its obligations under this Article IX except to the extent (and only to the extent) the Purchaser is materially prejudiced by such Indemnitee failure and shall not relieve the Purchaser from any other obligation or Liability that it may have to any Seller Indemnified Party otherwise than under this Article IX. If the Purchaser acknowledges in writing the obligation of the Purchaser to indemnify the Seller Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Purchaser shall be entitled to assume and control the defense or settlement of such Third Party Claim at its expense and through counsel of his choice if he gives notice of his intention to do so to the Seller Indemnified Party within 30 days of the receipt of such notice from the Seller Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Seller Indemnified Party reasonable discretion, for the same counsel to represent both the Seller Indemnified Party and the Purchaser, then the Seller Indemnified Party shall be entitled to retain its own counsel at the Sellers’ own expense and such counsel shall cooperate in good faith with counsel to the Purchaser. In the event the Purchaser exercises the right to undertake any such defense against any such Third Party Claim as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance provided above, the Seller Indemnified Party shall cooperate with the applicable Laws for all tax periods ending on or before Purchaser in such defense and make available to the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any of Purchaser, at the Purchaser’s PRC subsidiaries’ (through equity expense, all witnesses, pertinent records, materials and information in the Seller Indemnified Party’s possession or under the Seller Indemnified Party’s control relating thereto as is reasonably required by the Purchaser. Similarly, in the event the Seller Indemnified Party is, directly or contractual control) failure indirectly, conducting the defense against any such Third Party Claim, the Purchaser shall cooperate with the Seller Indemnified Party in such defense and make available to comply with any applicable Laws in relation to employmentthe Seller Indemnified Party, including without limitation any non-payment or underpayment of Social Insurances before at the Closing Date; and (iii) Purchaser’s expense, all such witnesses, records, materials and its subsidiaries’ (through equity information in the Purchaser possession or under the Purchaser’s control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before relating thereto as is reasonably required by the Closing DateSeller Indemnified Party. The indemnification under this Section 11.3(b) No such Third Party Claim may be settled by the Purchaser without the prior written consent of the Seller Indemnified Party, which consent shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect theretounreasonably withheld.

Indemnification by the Purchaser. (a) Effective as of From and after the Closing, subject to the other provisions of this Article 9 and to Section 8.03, the Purchaser shall agrees to indemnify and hold harmless Warrantorsdefend the Seller and its Affiliates, Sellers its and their respective Representatives, successors direct and assigns (each, a “Indemnitee”) against any losses, Liabilities, damages, liens, penalties, costs indirect equity owners and expenses, including reasonable advisor’s fees and other reasonable expenses each of investigation and defense of any the Representatives of the foregoing (collectively, the “LossesIndemnified Seller Entities”) actually for, and to hold each of them harmless from and against, any and all Indemnifiable Losses suffered, paid or incurred or suffered by any such Indemnitee Indemnified Seller Entity as a result of, arising out of or in connection with : (i) any breach ofof any of the representations and warranties made by the Purchaser in Article 5 or in any Other Transaction Agreement, or inaccuracy in, any representation or warranty made by Purchaser contained in this Agreement (for the avoidance failure of doubt, including any lawsuits based on any conducts prior to this Agreement); of such representations and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and warranties to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds true and correct on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess as of the BasketClosing Date; and (ii) on an any breach of any of the covenants or agreements of the Purchaser contained in this Agreement. (b) Notwithstanding anything to the contrary contained in this Section 9.02, the Indemnified Seller Entities shall be entitled to indemnification: (i) with respect to any Claim for indemnification pursuant to Section 9.02(a)(i), only if the aggregate cumulative basis of Indemnifiable Losses to all Indemnified Purchaser Entities with respect to all such Claims exceeds the Deductible, whereupon (subject to the provisions of clauses (ii) and (iii) below) the Purchaser shall be obligated to pay in full all such amounts but only to the extent such aggregate Indemnifiable Losses are in excess of the amount of the Deductible; provided that the Deductible shall not apply to Losses suffered, paid or incurred by an Indemnified Seller Entity as a result of any breach of any of the Purchaser Specified Representations; (ii) with respect to any Claim for indemnification pursuant to Section 9.02(a)(i), only with respect to individual items or a series of related items where the Indemnifiable Losses relating thereto are in excess of $125,000 (any items less than such threshold shall not be aggregated for the purposes of the immediately preceding clause (i)); and (iii) only if such Claims are made on or before the expiration of the survival period pursuant to Section 8.01 for the applicable representation, warranty, covenant or agreement. (c) Notwithstanding anything to the contrary contained in this Agreement, (i) except with respect to a breach of the Purchaser Specified Representations, in no event shall the Purchaser’s aggregate liability to the Indemnified Seller Entities under Section 9.02(a) exceed the Cap; and (ii) subject to, and without limiting, Section 9.02(c)(i), in no event shall the Purchaser’s aggregate liability to the Indemnified Purchaser Entities under Section 9.02(a) exceed the Purchase Price. (bd) Effective as All materiality qualifications (including the terms “material,” “material adverse effect” and “material respects”) contained in the representations and warranties of the ClosingPurchaser in this Agreement shall be disregarded for all purposes of this Article 9, the Purchaser shall indemnify any Indemnitee including for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control determining whether there is a breach of, or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending be true and correct on or before the Closing Date and the portion through the end as of the Closing Date for of, any tax period that includes (but does not end on) of the Closing Date; representations or warranties of the Purchaser and (ii) determining the amount of Losses based upon or arising from any breach of, or failure to be true and correct on and as of the Closing Date of, any of the representations or warranties of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect thereto.

Indemnification by the Purchaser. (a) Effective as The Purchaser agrees, subject to the other terms and conditions of this Agreement and on an after Tax basis, to indemnify the Closing, the Purchaser shall indemnify Seller and hold harmless Warrantors, Sellers and their respective Representativesits agents, successors and assigns (eachas used in this Section 8.02, each a “Indemnitee”"Seller Indemnified Party") against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing (collectively, “Losses”) actually incurred or suffered by such Indemnitee as a result of, arising out of or in connection with (i) any breach of, or inaccuracy in, any representation or warranty made by Purchaser contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of hold each Seller Indemnified Party harmless from all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Price. (b) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) the breach of any representation or warranty contained in Article IV and (ii) the breach of any covenant or agreement of the Purchaser herein. Anything in Section 8.01 to the contrary notwithstanding, no claim may be asserted nor may any action be commenced against the Purchaser for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or action is received by the Purchaser describing in detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or action is based ceases to survive as set forth in Section 8.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date. (b) The indemnification obligations of the Purchaser pursuant to Section 8.02(a)(i) shall not be effective until the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 8.02(a)(i) exceeds $500,000 (the "Purchaser’s and its subsidiaries’ 's Threshold Amount"), in which event such claims shall be indemnifiable from the first dollar thereof. In addition, no claim may be made against the Purchaser for indemnification pursuant to Section 8.02(a)(i) with respect to any individual item (through equity control or contractual controlaggregation of similar items) failure of Loss, unless such item (or aggregation of similar items) exceeds $10,000, nor shall any such item (or aggregation of similar items) which does not exceed $10,000 be applied to withhold or pay considered part of the Purchaser's Threshold Amount. The indemnification obligations of the Purchaser pursuant to Section 8.02(a)(i) shall be effective only until the dollar amount paid in respect of all Losses indemnified against under Section 8.02(a)(i) aggregates to an amount equal to $15,000,000. For the purposes of this Section 8.02(b), in computing such individual or aggregate amounts of claims, the amount of each claim shall be deemed to be an amount (i) net of any Tax in accordance with benefit actually realized by the applicable Laws for all tax periods ending Seller Indemnified Party making such claim on or before prior to the Closing Date date of an indemnification payment under this Section 8.02 and (ii) net of any insurance proceeds and any indemnity, contribution or other similar payment actually recovered by the portion through Seller Indemnified Party making such claim from any third party with respect thereto (on an after tax basis). (c) Payments by the end Purchaser to any Seller Indemnified Party pursuant to Section 8.02(a) shall be limited to the amount of any Losses that remains after deducting therefrom (i) any Tax benefit actually realized by such Seller Indemnified Party on or prior to the Closing Date for any tax period that includes (but does not end on) the Closing Date; date of an indemnification payment under this Section 8.02 and (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control insurance proceeds and any indemnity, contribution or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-other similar payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent actually recovered by such Seller Indemnified Party from any competent Governmental Authority third party with respect thereto (on an after tax basis). If a payment is made by the Purchaser to any Seller Indemnified Party in accordance with applicable Laws before this Section 8.02, and if a Tax benefit subsequently is actually realized by such Seller Indemnified Party or any Affiliate of such Seller Indemnified Party (that was not previously taken into account to reduce an amount otherwise payable by the Closing Date. The indemnification Purchaser to such Seller Indemnified Party under this Section 11.3(b) 8.02), such Seller Indemnified Party shall not be prejudiced by or be otherwise subject promptly pay to any disclosure (the Purchaser at the time of such realization the amount of such Tax benefit to the extent that such amount would have resulted in a reduction in an obligation of the Disclosure Schedule or otherwise) and shall apply regardless of whether Purchaser under Section 8.02 if the Indemnitee have any actual or constructive knowledge with respect theretoTax benefit had been obtained at the time that such obligation was satisfied.

Indemnification by the Purchaser. (a) Effective as of After the Closing, the Purchaser shall hereby agrees to indemnify and hold the Sellers harmless Warrantorsagainst and with respect to, and shall reimburse the Sellers for any and their respective Representativesall Losses resulting from: (i) any breach of any representation or warranty made by the Purchaser pursuant to, successors or any failure by the Purchaser to perform any covenant of the Purchaser set forth, in this Agreement, any of the other Transaction Documents or in any certificate, document or instrument delivered to the Sellers hereunder or thereunder; (ii) any Assumed Obligations; and (iii) any and assigns (each, a “Indemnitee”) against any losses, Liabilities, damages, liens, penalties, all reasonable out-of-pocket costs and expenses, including reasonable advisor’s legal fees and expenses, incident to any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or reasonably incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity. (b) The Purchaser’s obligation to indemnify the Sellers pursuant to Section 11.2(a) shall be subject to all of the following limitations: (i) The Sellers shall be entitled to indemnification only for those damages arising with respect to any claim as to which the Sellers has given the Purchaser written notice within the appropriate time period set forth in Section 12.1 hereof for such claim; provided, however, that the obligation to provide indemnification under this Section 11.2 shall survive with respect to any such claim until resolution thereof. (ii) All of the Sellers’ damages sought to be recovered under Section 11.2(a) hereof shall be net of any insurance proceeds received by the Sellers as Claimant, with respect to the events giving rise to such damages. (iii) Anything in this Agreement or any applicable Law to the contrary notwithstanding, it is understood and agreed by the Sellers that, other reasonable expenses than with respect to the Purchaser (but not including any shareholder, member, representative, director, officer, employee, agent or Affiliate of investigation the Purchaser) as expressly provided for in Section 11.2(b) and defense with respect to GBC pursuant to Section 2.5 and Section 10.2(b)(v), no shareholder, member, representative, director, officer, employee, agent or Affiliate of the Purchaser shall have (i) any personal liability to the Sellers as a result of the breach of any representation, warranty, covenant or agreement of the Purchaser contained herein, in any other Transaction Document or otherwise or (ii) any personal obligation to indemnify the Sellers for any of the foregoing (collectivelySellers’ claims pursuant to Section 11.2(a) and the Sellers waives and releases, “Losses”and shall have no recourse against any of, such parties described in this Section 11.2(b)(iii) actually incurred or suffered by such Indemnitee as a result ofof the breach of any representation, warranty, covenant or agreement of the Purchaser contained herein or otherwise arising out of or in connection with (i) any breach ofthe transactions contemplated hereby or thereby or the operations of the Business; provided, or inaccuracy inhowever, any representation or warranty made by Purchaser contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser that nothing herein shall be liable deemed to limit any rights or remedies that the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Price. (b) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee Sellers may have for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control fraud or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment willful or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect theretointentional misconduct.

Indemnification by the Purchaser. (a) Effective as The Purchaser, agrees to indemnify and hold harmless the Company, its partners, Affiliates, officers, directors, employees and duly authorized agents and each Person or entity, if any, who controls the Company within the meaning of Section 15 of the ClosingSecurities Act or Section 20 of the Exchange Act, together with the partners, Affiliates, officers, directors, employees and duly authorized agents of such controlling Person, to the same extent as the foregoing indemnity from the Company to the Purchaser, but only with reference to information related to the Purchaser or its plan of distribution furnished in writing by the Purchaser or on its behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus; provided that the maximum amount for which any Purchaser shall be liable under this indemnity shall not exceed the net proceeds received by such Purchaser from the sale of the Registrable Securities, pursuant to the registration statement in question, less any amounts previously paid by the Purchaser to purchase Registrable Securities. In case any action or proceeding shall be brought against the Company or its partners, Affiliates, officers, directors, employees or duly authorized agents or any such controlling Person or its partners, Affiliates, officers, directors, employees or duly authorized agents, in respect of which indemnity may be sought against the Purchaser, the Purchaser shall have the rights and duties given to the Company, and the Company or its partners, Affiliates, officers, directors, employees or duly authorized agents, or such controlling Person, or its partners, Affiliates, officers, directors, employees or duly authorized agents, shall have the comparable rights and duties given to the Purchaser by Section 4.1. The Purchaser also agrees to indemnify and hold harmless Warrantors, Sellers and their respective Representatives, successors and assigns (each, a “Indemnitee”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any Underwriters of the foregoing (collectivelyRegistrable Securities with reference to the same information as to which the Purchaser agrees to indemnify the Company referenced above, “Losses”) actually incurred or suffered their officers and directors and each Person who controls such Underwriters on customary terms. The Company shall be entitled to receive indemnities on customary terms from Underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above, with respect to information so furnished in writing by such Indemnitee as a result of, arising out of persons specifically for inclusion in any prospectus or in connection with (i) any breach of, or inaccuracy in, any representation or warranty made by Purchaser contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase PriceRegistration Statement. (b) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect thereto.

Indemnification by the Purchaser. (a1) Effective as The Purchaser agrees, subject to the other terms and conditions of this Agreement, to indemnify the ClosingSeller and its Affiliates, the Purchaser shall indemnify and hold harmless Warrantors, Sellers and their respective Representativesofficers, directors, employees, agents, heirs, successors and assigns (eachas used in this Section 9.02, a “Indemnitee”each an "Indemnified Party") against any lossesand hold ----------------- them harmless from, Liabilitiesand shall pay, damages, liens, penalties, all liabilities of and costs and expensesdamages (including any costs of investigation, including reasonable advisor’s attorneys' fees and expenses and other reasonable expenses costs of investigation and defense of any of the foregoing (collectively, “Losses”defense) actually incurred or suffered by such Indemnitee as a result of, arising out of or in connection with (i) any breach of, or inaccuracy in, any representation or warranty made by Purchaser contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Price. (b) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s the breach of any representation, warranty, covenant or agreement of the Purchaser herein (other than Article VI, it being understood that the sole remedy for breach thereof shall be pursuant to Article VI) and its subsidiaries’ (through equity control ii) the conduct of the Business by the Purchaser following the Closing. Anything in Section 9.01 to the contrary notwithstanding, no claim may be asserted nor may any action be commenced against the Purchaser under this Section 9.02 for breach of any representation, warranty, covenant or contractual control) failure agreement contained herein, unless written notice of such claim or action is received by the Purchaser describing in reasonable detail the facts and circumstances known to withhold the Seller with respect to the subject matter of such claim or pay any Tax in accordance with the applicable Laws for all tax periods ending action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or action is based ceases to survive as set forth in Section 9.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date and any claim made by the Seller under this Article IX within the aforesaid time periods shall be considered timely made even if such claim is not resolved until after the expiration of the aforesaid periods; provided, however, that a claim may be asserted and an action -------- ------- may be commenced against the Purchaser for breach of the agreements and covenants which by their terms are to be performed after the Closing Date (including, without limitation, the indemnities contained herein) until the applicable period under the statute of limitations therefor has expired. (2) No claim may be made against the Purchaser for indemnification pursuant to this Section 9.02 with respect to any item of liability or damage relating to the breach of a representation or warranty unless the aggregate of all such liabilities and damages of the Indemnified Parties with respect to this Section 9.02 shall exceed $500,000 and the portion through Purchaser shall not be required to pay or be liable for the end first $500,000 in aggregate amount of such liabilities and damages. No Indemnified Party shall be indemnified pursuant to this Section 9.02 with respect to any item of liability or damage if the aggregate of all liabilities and damages of the Closing Date Indemnified Parties for which the Indemnified Parties have received indemnification pursuant to this Section 9.02 shall have exceeded an amount equal to the Adjusted Purchase Price. (3) Payments by the Purchaser pursuant to Section 9.02(a) shall be limited to the amount of any tax period liability or damage that includes remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment recoverable by the Indemnified Party from any third party with respect thereto; provided, however, that the reduction for insurance proceeds -------- ------- shall itself be reduced by the present value of the Seller's reasonably estimated increase in insurance costs directly attributable to the claim in respect of which such insurance proceeds shall have been received for the five years following the receipt of such proceeds using a discount rate of six percent. (4) An Indemnified Party shall give the Purchaser prompt written notice of any claim, assertion, event or proceeding by or in respect of a third party of which an Indemnified Party has knowledge concerning any liability or damage as to which an Indemnified Party may request indemnification hereunder. Failure to give such notice shall not waive any right to indemnification on the part of the Indemnified Party or Parties who fail to give such notice, except only to the extent of any damage or loss actually suffered by the Purchaser by reason of the delay in receiving such notice. The Purchaser shall have the right to direct, through counsel of its own choosing, provided such counsel is reasonably satisfactory to the Indemnified Party, the defense or settlement of any such claim or proceeding at its own expense, provided that the Purchaser vigorously and diligently pursues such defense in good faith and keeps the Indemnified Party and its attorneys reasonably informed as to the progress of the defense and any proposed settlement. If the Purchaser elects to assume the defense of any such claim or proceeding, the Indemnified Party may participate in such defense, but does in such case the expenses of the Indemnified Party shall be paid by the Indemnified Party. The Indemnified Party shall provide the Purchaser with access to such Indemnified Party's records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Purchaser in the defense or settlement thereof, and the Purchaser shall reimburse the Indemnified Party for all the reasonable out-of-pocket expenses of such Indemnified Party in connection therewith. If the Purchaser elects to direct the defense of any such claim or proceeding, the Indemnified Party shall not end onpay, or permit to be paid, any part of any claim or demand arising from such asserted liability, (i) unless the Closing Date; Purchaser consents in writing to such payment which consent shall not be unreasonably withheld, but if such consent is not given in the case of a settlement proposal, the Purchaser will post a letter of credit from a bank reasonably satisfactory to the Seller in the amount of such proposed settlement, or (ii) unless the Purchaser, subject to the last sentence of this Section 9.02(d), withdraws from the defense of such asserted liability, or (iii) unless a final judgment from which no appeal may be taken by or on behalf of the Purchaser is entered against the Indemnified Party for such liability, or (iv) unless there is a material risk if such asserted liability is not paid then an injunction or other equitable relief will be granted which will materially adversely effect the business of the Seller or there is a material risk of the seizure of any material assets of the Seller or a material risk that a lien or liens will be imposed on any such material asset. If the Purchaser shall fail to defend, or if, after commencing or undertaking any such defense, the Purchaser fails to diligently prosecute and defend or withdraws from such defense, the Indemnified Party shall have the right to undertake the defense or settlement thereof, at the Purchaser's expense. If the Indemnified Party assumes the defense of any such claim or proceeding pursuant to this Section 9.02(d) and proposes to settle such claim or proceeding prior to a final judgment thereon or to forego appeal with respect thereto, then the Indemnified Party shall give the Purchaser prompt written notice thereof and the Purchaser shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding subject to the conditions set forth above; provided that if the Purchaser does not assume or reassume the defense within ten Business Days or any earlier time that such offer to settle expires and post a letter of credit reasonably satisfactory to the Seller in the amount of the proposed settlement, then the Indemnified Party can settle such claim in good faith without the consent of the Purchaser. (5) Except as set forth in this Agreement, the Closing Note and the Escrow Agreement, the Purchaser is not making any representation, warranty, covenant or agreement with respect to the matters contained herein or therein. Anything herein to the contrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein or therein shall give rise to any right on the part of the Indemnified Party, after the consummation of the purchase and sale of the Shares contemplated by this Agreement, to rescind this Agreement or any of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect theretotransactions contemplated hereby.

Indemnification by the Purchaser. (a1) Effective as of The Purchaser hereby indemnifies the ClosingSeller, its shareholders, officers, directors and affiliates (collectively, the Purchaser shall indemnify and hold harmless Warrantors, Sellers and their respective Representatives, successors and assigns (each, a “Indemnitee”"Seller Indemnified Parties") against and agrees to hold each of them harmless from any losses, Liabilities, and all damages, liensloss, penaltiesliability, costs and expensesexpense (including, including without limitation, reasonable advisor’s fees and other reasonable out-of-pocket expenses of investigation and defense reasonable attorneys' fees and expenses in connection with any action, suit or proceeding brought against or involving the Seller) and costs (collectively, "Seller Indemnified Amounts") incurred or suffered by any of the Seller Indemnified Parties arising out of any misrepresentation or breach of warranty, covenant or agreement made or to be performed by the Purchaser pursuant to this Agreement. (2) The agreements and indemnities of the Purchaser contained herein shall be cumulative, except that any of the Seller Indemnified Parties shall not recover more than once for the same Seller Indemnified Amount. (3) The Seller Indemnified Parties agree to give notice to the Purchaser promptly after learning of the assertion of any claim, or the commencement of any suit, action or proceeding, in respect of which indemnity may be sought hereunder, provided, however, that the failure of any of the foregoing Seller Indemnified Parties to give such notice shall not constitute a waiver of its rights hereunder in respect of the claim, suit, action or proceeding with respect to which such notice was required to have been given hereunder. (collectively, “Losses”4) actually incurred or suffered by such Indemnitee as a result of, arising out of or in connection with (i) any breach of, or inaccuracy in, any representation or warranty made by Purchaser contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the The Purchaser shall not be liable to Indemnitee under this Section 8.3 for indemnification under Section 11.3: (i) until the aggregate amount any settlement effected without its consent of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basketany claim, litigation or proceeding in respect of which event Purchaser shall indemnity may be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Pricesought. (b5) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure The amount required to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) be paid to any of the Purchaser’s PRC subsidiaries’ Seller Indemnified Parties by the Purchaser for any Seller Indemnified Amounts hereunder shall be paid not later than thirty (through equity control or contractual control30) failure to comply with any applicable Laws in relation to employmentdays after receipt by the Purchaser of written notice from such party, including without limitation any non-payment or underpayment stating that such Seller Indemnified Amounts have been incurred and the amount thereof and of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect theretorelated indemnity payment.

Indemnification by the Purchaser. (a) Effective as of From and after the Closing, Parent and each Major Stockholder (each a "SELLER INDEMNIFIED PARTY") shall be indemnified and held harmless by the Purchaser shall indemnify for any and hold harmless Warrantors, Sellers and their respective Representatives, successors and assigns (each, a “Indemnitee”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing (collectively, “all Losses”) actually incurred or suffered by such Indemnitee as a result of, arising out of or in connection with (i) any resulting from the breach of, or inaccuracy in, of any representation or warranty made by Purchaser or Merger Sub contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase PriceAcquisition Documents. (b) Effective A Seller Indemnified Party shall give the Purchaser notice of any matter which a Seller Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligation and liabilities of the Purchaser under this Article X with respect to Third Party Claims shall be governed by and contingent upon the following additional terms and conditions: if a Seller Indemnified Party shall receive notice of any Third Party Claim, the Seller Indemnified Party shall give the Purchaser notice of such Third Party Claim within 30 days of the receipt by the Seller Indemnified Party of such notice; PROVIDED, HOWEVER, that the failure to provide such notice shall not release the Purchaser from any of its obligations under this Article X except to the extent the Purchaser is materially prejudiced by such failure and shall not relieve the Purchaser from any other obligation or liability that it may have to any Seller Indemnified Party otherwise than under this Article X. If the Purchaser acknowledges in writing the Purchaser's obligation to indemnify the Seller Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Purchaser shall be entitled to assume and control the defense of such Third Party Claim on behalf of the Seller Indemnified Party at its expense and through counsel of its choice if it gives notice of its intention to do so to the Seller Indemnified Party within ten days of the receipt of such notice from the Seller Indemnified Party; PROVIDED, HOWEVER, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate under applicable standards of professional conduct for the same counsel to represent both the Seller Indemnified Party and the Purchaser, then the Seller Indemnified Party shall be entitled to retain its own counsel at the expense of the Purchaser. In any event the Purchaser exercises the right to undertake any such defense against any such Third Party Claim on behalf of the Seller Indemnified Parties as provided above, the Seller Indemnified Party shall cooperate with the Purchaser in such defense and make available to the Purchaser, at the Purchaser's expense, all witnesses, pertinent records, materials and information in the Seller Indemnified Party's possession or under the Seller Indemnified Party's control relating thereto as is reasonably required by the Purchaser. Similarly, in the event the Seller Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Purchaser shall cooperate with the Seller Indemnified Party in such defense and make available to the Seller Indemnified Party, at the Purchaser's expense, all such witnesses, records, materials and information in the Purchaser's possession or under the Purchaser's control relating thereto as is reasonably required by the Seller Indemnified Party. No such Third Party Claim may be settled by the Purchaser without the prior written consent of the Seller Indemnified Party, which consent shall not be unreasonably withheld. (c) From and after the Closing, the Purchaser shall indemnify sole and exclusive remedy of each Stockholder with respect to any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end breach of the Closing Date for any tax period that includes (but does not end on) representation and warranties contained in the Closing Date; (ii) any of Acquisition Documents shall be pursuant to the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws indemnification provisions set forth in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect thereto10.4.

Indemnification by the Purchaser. (a) Effective as The Purchaser agrees, subject to the other terms and conditions of this Agreement, to indemnify the ClosingSeller and its Affiliates, the Purchaser shall indemnify and hold harmless Warrantors, Sellers and their respective Representativesofficers, directors, employees, agents, heirs, successors and assigns (eachas used in this Section 9.02, a “Indemnitee”each an "INDEMNIFIED PARTY") against any lossesand hold them harmless from, Liabilitiesand shall pay, damages, liens, penalties, all liabilities of and costs and expensesdamages (including any costs of investigation, including reasonable advisor’s attorneys' fees and expenses and other reasonable expenses costs of investigation and defense of any of the foregoing (collectively, “Losses”defense) actually incurred or suffered by such Indemnitee as a result of, arising out of or in connection with (i) any breach of, or inaccuracy in, any representation or warranty made by Purchaser contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Price. (b) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s the breach of any representation, warranty, covenant or agreement of the Purchaser herein (other than Article VI, it being understood that the sole remedy for breach thereof shall be pursuant to Article VI) and its subsidiaries’ (through equity control ii) the conduct of the Business by the Purchaser following the Closing. Anything in Section 9.01 to the contrary notwithstanding, no claim may be asserted nor may any action be commenced against the Purchaser under this Section 9.02 for breach of any representation, warranty, covenant or contractual control) failure agreement contained herein, unless written notice of such claim or action is received by the Purchaser describing in reasonable detail the facts and circumstances known to withhold the Seller with respect to the subject matter of such claim or pay any Tax in accordance with the applicable Laws for all tax periods ending action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or action is based ceases to survive as set forth in Section 9.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date and any claim made by the Seller under this Article IX within the aforesaid time periods shall be considered timely made even if such claim is not resolved until after the expiration of the aforesaid periods; PROVIDED, HOWEVER, that a claim may be asserted and an action may be commenced against the Purchaser for breach of the agreements and covenants which by their terms are to be performed after the Closing Date (including, without limitation, the indemnities contained herein) until the applicable period under the statute of limitations therefor has expired. (b) No claim may be made against the Purchaser for indemnification pursuant to this Section 9.02 with respect to any item of liability or damage relating to the breach of a representation or warranty unless the aggregate of all such liabilities and damages of the Indemnified Parties with respect to this Section 9.02 shall exceed $500,000 and the portion through Purchaser shall not be required to pay or be liable for the end first $500,000 in aggregate amount of such liabilities and damages. No Indemnified Party shall be indemnified pursuant to this Section 9.02 with respect to any item of liability or damage if the aggregate of all liabilities and damages of the Closing Date Indemnified Parties for which the Indemnified Parties have received indemnification pursuant to this Section 9.02 shall have exceeded an amount equal to the Adjusted Purchase Price. (c) Payments by the Purchaser pursuant to Section 9.02(a) shall be limited to the amount of any tax period liability or damage that includes remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment recoverable by the Indemnified Party from any third party with respect thereto; PROVIDED, HOWEVER, that the reduction for insurance proceeds shall itself be reduced by the present value of the Seller's reasonably estimated increase in insurance costs directly attributable to the claim in respect of which such insurance proceeds shall have been received for the five years following the receipt of such proceeds using a discount rate of six percent. (d) An Indemnified Party shall give the Purchaser prompt written notice of any claim, assertion, event or proceeding by or in respect of a third party of which an Indemnified Party has knowledge concerning any liability or damage as to which an Indemnified Party may request indemnification hereunder. Failure to give such notice shall not waive any right to indemnification on the part of the Indemnified Party or Parties who fail to give such notice, except only to the extent of any damage or loss actually suffered by the Purchaser by reason of the delay in receiving such notice. The Purchaser shall have the right to direct, through counsel of its own choosing, provided such counsel is reasonably satisfactory to the Indemnified Party, the defense or settlement of any such claim or proceeding at its own expense, provided that the Purchaser vigorously and diligently pursues such defense in good faith and keeps the Indemnified Party and its attorneys reasonably informed as to the progress of the defense and any proposed settlement. If the Purchaser elects to assume the defense of any such claim or proceeding, the Indemnified Party may participate in such defense, but does in such case the expenses of the Indemnified Party shall be paid by the Indemnified Party. The Indemnified Party shall provide the Purchaser with access to such Indemnified Party's records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Purchaser in the defense or settlement thereof, and the Purchaser shall reimburse the Indemnified Party for all the reasonable out-of-pocket expenses of such Indemnified Party in connection therewith. If the Purchaser elects to direct the defense of any such claim or proceeding, the Indemnified Party shall not end onpay, or permit to be paid, any part of any claim or demand arising from such asserted liability, (i) unless the Closing Date; Purchaser consents in writing to such payment which consent shall not be unreasonably withheld, but if such consent is not given in the case of a settlement proposal, the Purchaser will post a letter of credit from a bank reasonably satisfactory to the Seller in the amount of such proposed settlement, or (ii) unless the Purchaser, subject to the last sentence of this Section 9.02(d), withdraws from the defense of such asserted liability, or (iii) unless a final judgment from which no appeal may be taken by or on behalf of the Purchaser is entered against the Indemnified Party for such liability, or (iv) unless there is a material risk if such asserted liability is not paid then an injunction or other equitable relief will be granted which will materially adversely effect the business of the Seller or there is a material risk of the seizure of any material assets of the Seller or a material risk that a lien or liens will be imposed on any such material asset. If the Purchaser shall fail to defend, or if, after commencing or undertaking any such defense, the Purchaser fails to diligently prosecute and defend or withdraws from such defense, the Indemnified Party shall have the right to undertake the defense or settlement thereof, at the Purchaser's expense. If the Indemnified Party assumes the defense of any such claim or proceeding pursuant to this Section 9.02(d) and proposes to settle such claim or proceeding prior to a final judgment thereon or to forego appeal with respect thereto, then the Indemnified Party shall give the Purchaser prompt written notice thereof and the Purchaser shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding subject to the conditions set forth above; provided that if the Purchaser does not assume or reassume the defense within ten Business Days or any earlier time that such offer to settle expires and post a letter of credit reasonably satisfactory to the Seller in the amount of the proposed settlement, then the Indemnified Party can settle such claim in good faith without the consent of the Purchaser. (e) Except as set forth in this Agreement, the Closing Note and the Escrow Agreement, the Purchaser is not making any representation, warranty, covenant or agreement with respect to the matters contained herein or therein. Anything herein to the contrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein or therein shall give rise to any right on the part of the Indemnified Party, after the consummation of the purchase and sale of the Shares contemplated by this Agreement, to rescind this Agreement or any of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect theretotransactions contemplated hereby.

Indemnification by the Purchaser. (a) Effective as of the Closing, the The Purchaser shall will indemnify and hold harmless Warrantors, Sellers and their respective Representatives, successors defend the Seller at all times from and assigns (each, a “Indemnitee”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses after the date of investigation and defense of any of the foregoing (collectively, “Losses”) actually incurred or suffered by such Indemnitee as a result of, arising out of or in connection with (i) any breach of, or inaccuracy in, any representation or warranty made by Purchaser contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, against and in respect of the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3following: (ia) until any loss, claim, liability, expense or other damage incurred by the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the BasketSeller caused by, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Price. (b) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of resulting from or arising out of (i) any failure on the Purchaser’s and its subsidiaries’ (through equity control 's part to perform any covenant or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end agreement of the Closing Date for Purchaser in this Agreement or any tax period that includes (but does not end on) the Closing Date; other instrument or agreement delivered pursuant hereto, (ii) any breach of warranty or any inaccurate or erroneous representation made by the Purchaser in this Agreement, including the Schedules attached hereto, or in any other instrument or certificate delivered pursuant hereto or (iii) any obligation or liability of TSP based on or arising from any act, omission, event or circumstance first occurring or existing after the Closing; and (b) any and all actions, suits, proceedings, demands, assessments, judgments and reasonable legal and other costs and expenses, including reasonable attorneys' fees, incidental to any of the Purchaser’s PRC subsidiaries’ (through equity control foregoing. The total amounts payable by the Purchaser under the indemnification contained in this Section 10.2 will not exceed the Purchase Price, provided that such limitation will not apply to any claim for indemnification for Taxes. No claims will be payable by the Purchaser under this Section 10.2 unless and until the aggregate amount of all such claims exceeds $50,000, at which time the Purchaser will be liable for all claims hereunder in excess of that amount. The limitation set forth in the preceding sentence will not apply to any claim for Taxes or contractual control) for failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before pay the Purchase Price. No claim by the Seller for indemnification by the Purchaser under this Section 10.2 may be made more than two years after the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control , provided that such limitation will not apply to any claim for indemnification for Taxes or contractual control) for failure to timely obtain pay the Purchase Price, which may be made at any Consent from any competent Governmental Authority in accordance with time prior to expiration of the applicable Laws before the Closing Datestatute of limitations. The Seller will reimburse the Purchaser for any amounts paid by the Purchaser to the Seller with respect to a liability under the indemnification under contained in this Section 11.3(b) shall not be prejudiced 10.2 to the extent that the Seller receives payments with respect to such liability under any policy of insurance maintained by or be otherwise subject the Seller. To the extent requested by the Purchaser, the Seller will supply the Purchaser with reasonable documentation as to any disclosure (claim for costs and legal and other expenses incurred by the Seller for which the Seller is seeking indemnification hereunder. None of the limitations set forth in the Disclosure Schedule this Section 10.2 will apply to any action or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge claim with respect theretoto, or to representations and warranties set forth in, the Note, any amended or restated Note or the Security Documents.

Indemnification by the Purchaser. (a) Effective as of the ClosingThe Purchaser agrees, the Purchaser shall indemnify and hold harmless Warrantors, Sellers and their respective Representatives, successors and assigns (each, a “Indemnitee”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing (collectively, “Losses”) actually incurred or suffered by such Indemnitee as a result of, arising out of or in connection with (i) any breach of, or inaccuracy in, any representation or warranty made by Purchaser contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior -------------------------------- subject to the Closing, by Purchaser in other terms and conditions of this Agreement, provided thatto indemnify the Seller and its officers, directors, employees, Affiliates and agents (all such Persons included within the Purchaser shall not be liable to Indemnitee for indemnification definition of the "Seller" as an indemnified party under this Section 11.3: (i9.02) until against and hold the aggregate amount of Seller harmless from all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Price. (b) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or Seller arising out of (i) Purchaser’s and its subsidiaries’ (through equity control the breach of any representation, warranty, covenant or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end agreement of the Closing Date Purchaser herein (other than Article VII, it being understood that the sole remedy for any tax period that includes (but does not end on) the Closing Date; breach thereof shall be pursuant to Article VII), (ii) the conduct of the Business by the Purchaser following the Closing and (iii) the matter described in Section 8.02(h) of this Agreement (but not including any matter subject to indemnification under Section 9.03 or elsewhere in this Agreement). Anything in Section 9.01 to the contrary notwithstanding, no claim may be asserted nor may any action be commenced against the Purchaser for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or action is received by the Purchaser describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or action is based ceases to survive as set forth in Section 9.01. (b) Except with regard to the items specified in the proviso to Section 5.02(b) and in Section 9.02(a)(ii), the indemnification obligations of the Purchaser pursuant to Section 9.02(a) in respect of breaches of representations and warranties shall not be effective until the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 9.02(a) exceeds $300,000 (the "Purchaser's Threshold Amount"), and then only to the ---------------------------- extent such aggregate amount exceeds the Purchaser's Threshold Amount. In addition, except with regard to the items specified in the proviso to Section 5.02(b) and in Section 9.02(a)(ii), no claim may be made against the Purchaser for indemnification pursuant to Section 9.02(a) in respect of breaches of representations and warranties with respect to any individual item of Loss, unless such item exceeds $1,000, nor shall any such item be applied to or considered part of the Purchaser’s PRC subsidiaries’ 's Threshold Amount. Except with regard to the items specified in the proviso to Section 5.02(b) and in Section 9.02(a)(ii), the indemnification obligations of the Purchaser pursuant to Section 9.02(a) in respect of Losses for breaches of representations and warranties shall not exceed $4,700,000. For the purposes of this Section 9.02(b), in computing such individual or aggregate amounts of claims, the amount of each claim shall be net of any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Seller or any Affiliate of the Seller from any third party with respect thereto. (through equity control c) The Seller agrees to give the Purchaser written notice of any claim, assertion, event or contractual control) proceeding by or in respect of a third party as to which it may request indemnification hereunder or as to which the Purchaser's Threshold Amount may be applied as soon as is practicable and in any event within 30 days of the time that the Seller learns of such claim, assertion, event or proceeding; provided, however, that the failure to comply so notify the Purchaser shall -------- ------- not affect rights to indemnification hereunder except to the extent that the Purchaser is actually prejudiced by such failure. The Purchaser 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 Purchaser elects to assume the defense of any such claim or proceeding, the Seller may participate in such defense, but in such case the expenses of the Seller shall be paid by the Seller. The Seller shall provide the Purchaser 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 Purchaser in the defense or settlement thereof, and the Purchaser shall reimburse the Seller for all its reasonable out-of-pocket expenses in connection therewith. If the Purchaser elects to direct the defense of any such claim or proceeding, the Seller shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability, unless the Purchaser consents in writing to such payment or unless the Purchaser, subject to the last sentence of this Section 9.02(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 Purchaser is entered against the Seller for such liability. If the Purchaser undertakes the conduct and control of any such claim or proceeding, the Purchaser shall not thereby permit to exist any Encumbrance upon any asset of the Seller or any of its affiliates, and the Purchaser shall not consent to any settlement that does not include as an unconditional term thereof the giving of a complete release from liability with respect to such action or suit to the Seller. If the Purchaser shall fail to defend, or, if after commencing or undertaking any such defense, the Purchaser fails to prosecute or withdraws from such defense, the Seller shall have the right to undertake the defense or settlement thereof, at the Purchaser's expense. (d) The Seller hereby acknowledges and agrees that, from and after the Closing, its sole and exclusive remedy with respect to any and all claims relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this Article IX and in Articles VI and VII. In furtherance of the foregoing, the Seller hereby waives, from and after the Closing, to the fullest extent permitted under applicable Laws in relation law, any and all other rights, claims and causes of action it may have against the Purchaser or its officers, directors, employees, agents, representatives and Affiliates relating to employmentthe subject matter of this Agreement, including without limitation any non-payment and all claims for damages or underpayment for contribution arising under CERCLA or any other Environmental Laws. (e) Except as set forth in this Agreement, the Purchaser 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 Social Insurances before any representation, warranty, covenant or agreement contained herein shall give rise to any right on the Closing Date; part of the Seller, after the consummation of the purchase and sale of the Shares contemplated hereby, to rescind this Agreement or any of the transactions contemplated hereby. (iiif) Notwithstanding anything to the contrary contained in this Agreement, the Purchaser shall have no liability under any provision of this Agreement for and in no event shall the Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure 's Threshold Amount be applied to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Dateconsequential damages. The indemnification under this Section 11.3(b) Seller shall not take all reasonable steps to mitigate its Losses upon and after becoming aware of any event which could reasonably be prejudiced by or be otherwise subject expected to give rise to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect theretoLosses.

Indemnification by the Purchaser. (a) Effective as Subject to the provisions of the ClosingSection 5.04, the Seller, upon demand, shall be indemnified by the Purchaser shall indemnify and hold harmless Warrantors, Sellers and their respective Representatives, successors and assigns (each, a “Indemnitee”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses for the full amount of investigation and defense of any of the foregoing (collectively, “Losses”) actually incurred or all Damages suffered by such Indemnitee the Seller as a direct or indirect result of, arising out of or in connection with : (i) any breach of, or the inaccuracy in, of any representation or warranty made by the Purchaser contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior or pursuant to this Agreement); and ; (ii) any breach failure by the Purchaser to perform any obligation or violation ofcomply with any covenant or agreement of the Purchaser specified herein or in any other document executed at the Closing; and (iii) any claim asserted with respect to the Assumed Liabilities. The Seller shall give the Purchaser prompt written notice of any claim, action or failure proceeding by a third party which is reasonably likely to performresult in a claim for indemnification under this Section 5.03. Unless such claim, action or proceeding is one which, if adversely determined, would have a materially adverse impact (in the reasonable judgment of Seller) on the Seller's liability in another proceeding, goodwill or reputation or on the future conduct by the Seller of its business or on its Tax or accounting positions, the Purchaser shall have the right, at its expense, to defend, contest, protest or otherwise control the resolution of any covenants such claim, action or agreements madeproceeding. In such case, the Purchaser shall keep the Seller and the Shareholders apprised of material developments with respect to any such claim, action or proceeding and the Seller shall have the right to consult with the Purchaser and to be performed prior participate therein, subject to the ClosingPurchaser's right of control thereof, at its expense and with counsel selected by it. If the Purchaser in this Agreementshall notify the Seller that the Purchaser has elected to assume any such defense, provided thatcontest or protest, the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Price. (b) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee Seller hereunder for any Loss suffered legal or other expense subsequently incurred by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax the Seller in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect theretoconnection therewith.

Indemnification by the Purchaser. (a) Effective as Subject to the consummation of the ClosingClosing and without prejudice to item (d) below, the Purchaser shall indemnify the Sellers and hold harmless Warrantorseach of them harmless, Sellers and their respective Representativesin accordance with the provisions set forth in this Article 10 (Indemnification), successors and assigns (each, a “Indemnitee”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense in respect of any of the foregoing (collectively, “Losses”) actually and all Losses incurred or suffered sustained by such Indemnitee as a result of, arising out of or in connection with it which would not have been so incurred and/or sustained had (i) any breach of, the Purchaser’s Warranties been true and correct or inaccuracy in, any representation or warranty made by (ii) all of the covenants and obligations of the Purchaser contained set forth in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Pricebeen duly complied with. (b) Effective as The amount of the ClosingPurchaser’s indemnification shall exclude any duplication which may be due to the fact that the same Loss derives from the breach of more than one of Purchaser’s Warranties. (c) Section 10.3.3 (Exclusions) shall apply to Purchaser’s indemnification hereunder, the Purchaser shall indemnify any Indemnitee mutatis mutandis. (d) The Purchaser’s maximum aggregate liability for any Loss suffered by such Indemnitee as a result of or arising out of indemnification (i) under Section 10.5(a)(i) will not exceed Euro 1,550,000 and (ii) under Section 10.5(a)(ii) will not exceed 100% of the Price, except in case of fraud (“dolo”) on the part of the Purchaser. (e) In no event shall the Purchaser be responsible for indemnification to the Sellers under this Article 10 (Indemnification) in respect of any breach of: 58 (i) the Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure Warranties which is notified to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before Purchaser later than 18 months following the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; or (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control covenants or contractual control) failure obligations under this Agreement which is notified to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment the Purchaser after the fifth anniversary of Social Insurances before the Closing Date; and , provided, however, that that if notice of a Claim under Section 10.7 (iiiHandling of Claims) is received by the Purchaser prior to the expiration of the time limitations provided for under item (i) or (ii) above, the Purchaser’s and its subsidiaries’ indemnification obligations set forth in this Article 10 (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(bIndemnification) shall not be prejudiced by survive the expiration of such time limitations until the relevant Claim for indemnification has been satisfied or be otherwise subject resolved pursuant to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect theretothis Agreement.

Indemnification by the Purchaser. (a) Effective as of From and after the Closing, the Purchaser shall agrees to indemnify and hold harmless Warrantors, Sellers the K-Sea Entities and their respective Representatives, successors and assigns (each, a “Indemnitee”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing Representatives (collectively, “LossesK-Sea Related Parties”) actually from, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or suffered preparing to defend any such matter that may be incurred by such Indemnitee them or asserted against or involve any of them), whether or not involving a Third Party Claim, as a result of, arising out of of, or in connection with any way related to (i) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date hereof, as of the First Transaction Closing Date and, if there is a Second Transaction Closing, as of the Second Transaction Closing Date or (ii) the breach ofof any of the covenants of the Purchaser contained herein; provided, or inaccuracy inthat in the case of the immediately preceding clause (i), such claim for indemnification relating to a breach of any representation or warranty is made by Purchaser contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closingexpiration of such representation or warranty; provided, by Purchaser however, that for purposes of determining when an indemnification claim has been made, the date upon which a K-Sea Related Party shall have given notice (stating in this Agreement, provided that, reasonable detail the basis of the claim for indemnification) to the Purchaser shall constitute the date upon which such claim has been made; provided, further, that the liability of the Purchaser (and its Affiliates, if the Purchaser Transfers a portion or all of the Purchased Units to an Affiliate as permitted by Section 5.01) shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until the aggregate greater in amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of than the Purchase Price. (b) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect thereto.

Indemnification by the Purchaser. EXECUTION COPY EXHIBIT 2.1 (aA) Effective The Seller and its Affiliates, officers, directors, employees and agents (each a "Seller Indemnified Party"; a Seller Indemnified Party or a Purchaser Indemnified Party is referred to as of the Closing, an "Indemnified Party") shall be indemnified and held harmless by the Purchaser shall indemnify for and hold harmless Warrantors, Sellers and their respective Representatives, successors and assigns (each, a “Indemnitee”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing (collectively, “all Losses”) actually incurred or suffered by such Indemnitee as a result of, arising out of or in connection with resulting from: (iI) any the breach of, or inaccuracy in, of any representation or warranty made by the Purchaser contained in this Agreement Agreement; or (for II) the avoidance breach of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach covenant or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to agreement by the Closing, by Purchaser contained in this Agreement; or (III) any inaccuracy or misrepresentation made by the Purchaser, provided thator its officers or directors in the Disclosure Schedule hereto. To the extent that the Purchaser's undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall not be liable contribute the maximum amount that it is permitted to Indemnitee for indemnification contribute under Section 11.3: (i) until applicable Law to the aggregate amount payment and satisfaction of all Losses requiring incurred by the Seller Indemnified Parties. (B) A Seller Indemnified Party shall give the Purchaser notice of any matter which such Seller Indemnified Party has determined has given or could give rise to a right of indemnification under Section 11.3(athis Agreement, no later than sixty (60) exceeds on days after such determination, stating the Basketamount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations and Liabilities of the Purchaser under this Article VIII with respect to Losses arising from Third Party Claims shall be governed by and be contingent upon the following additional terms and conditions: if a Seller Indemnified Party shall receive notice of any Third Party Claim, such Seller Indemnified Party shall give the Purchaser notice of such Third Party Claim no later than thirty (30) days (or such earlier date as may be necessary for the Purchaser to protect its rights appropriately) after the receipt by the Seller Indemnified Party of such notice. The Purchaser shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to such Seller Indemnified Party no later than ten days after the receipt of such notice from the Seller Indemnified Party. Notwithstanding anything to the contrary, Purchaser may not assume the defense if the named parties to the Third Party Claim (including any impleaded parties) include the Purchaser and the Seller Indemnified Party and the representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in which case the Seller Indemnified Party shall have the right to defend the Third Party Claim and to employ one separate counsel reasonably approved by the Purchaser at the expense of the Purchaser. If the Purchaser elects to assume the defense of any such Third Party Claim, the Seller Indemnified Party may participate in such defense, but at its sole expense. In the event that the Purchaser exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Seller Indemnified Party shall be liable cooperate with the Purchaser in such defense and make available to the full extent of Purchaser, at the Purchaser's request and expense, the relevant witnesses, records, materials and information in the Seller Indemnified Party's possession or under the Seller Indemnified Party's control relating thereto as is reasonably required by the Purchaser. Similarly, in the event the Seller Indemnified Party is conducting the defense against any such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Price. (b) Effective as of the ClosingThird Party Claim, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance cooperate with the applicable Laws Seller Indemnified Party in such defense and make available to the Seller Indemnified Party, at the Seller Indemnified Party's request and expense, the relevant witnesses, records, materials and EXECUTION COPY EXHIBIT 2.1 information in the Purchaser's possession or under the Purchaser's control relating thereto as is reasonably required by the Seller Indemnified Party. If the Purchaser elects to direct the defense of any Third Party Claim, the Seller Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such Third party Claim, unless the Purchaser consents in writing to such payment, or unless the Purchaser withdraws from the defense of such Third Party Claim, or unless a final judgment from which no appeal may be taken is entered against the Seller for all tax periods ending on or before such Third Party Claim. If the Closing Date and Purchaser shall elect not to assume the portion through the end defense of the Closing Date for Third Party Claim, the Seller Indemnified Party shall have the right to undertake the defense thereof, provided that the Seller Indemnified Party shall not settle such Third Party Claim or forego any tax period that includes (but does not end on) the Closing Date; (ii) any of appeal with respect thereto without the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment's prior written consent, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall which consent will not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect theretounreasonably withheld.

Indemnification by the Purchaser. (a) Effective as of the Closing, the The Purchaser shall indemnify and hold harmless Warrantorsand indemnify the Seller from and against, Sellers and their respective Representativesshall compensate and reimburse the Seller for, successors any Damages that are directly or indirectly suffered or incurred by the Seller or to which the Seller otherwise becomes subject at any time (regardless of whether or not such Damages relate to any third-party claim) and assigns (each, a “Indemnitee”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing (collectively, “Losses”) actually incurred that arise directly or suffered by such Indemnitee indirectly from or as a direct or indirect result of, arising out of or in connection with are directly or indirectly connected with: (i) any breach of, or inaccuracy in, failure on the part of the Purchaser to perform and discharge the Assumed Liabilities on a timely basis; (ii) any Breach of any representation or warranty made by Purchaser contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3:; or (iiii) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable any Proceeding relating directly or indirectly to the full extent of such Losses and not only the excess any failure or Breach of the Basket; and type referred to in clause “(i)” or “(ii) on an aggregate cumulative basis in excess )” above (including any Proceeding commenced by the Seller for the purpose of the Purchase Priceenforcing its rights under this Section 9.3). (b) Effective The Purchaser shall not be required to make any indemnification payment pursuant to Section 9.3(a) for any Breach of any of its representations and warranties until such time as the total amount of all Damages (including the Damages arising from such Breach and all other Damages arising from any other Breaches of its representations or warranties) that have been directly or indirectly suffered or incurred by the Seller, or to which the Seller have otherwise become subject, exceeds $50,000 in the aggregate. (If the total amount of such Damages exceeds $50,000 in the aggregate, the Seller shall be entitled to be indemnified against and compensated and reimbursed for the entire amount of such Damages, and not merely the portion of such Damages exceeding $50,000.) (c) The maximum aggregate Liability of the Closing, Purchaser under Section 9.3 (a)(ii) shall be limited to $875,000. (d) The limitations on the indemnification obligations of the Purchaser set forth in Section 9.3(b) and (c) shall indemnify not apply to fraud by the Purchaser or any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any Representative of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect thereto.

Indemnification by the Purchaser. (a) Effective as of the ClosingSubject to Section 5.3(b) hereof, the Purchaser shall hereby agrees to indemnify and hold harmless Warrantors, Sellers the Seller against and their respective Representatives, successors and assigns (each, a “Indemnitee”) against any losses, Liabilities, in respect of all damages, liensclaims, penaltieslosses and expenses (including without limitation, costs and expenses, including reasonable advisor’s attorneys' fees and other reasonable expenses of investigation and defense of any of disbursements) reasonably incurred by the foregoing Seller with respect thereto (collectively, “Losses”all such amounts may hereinafter be referred to as "Seller Damages") actually incurred or suffered by such Indemnitee as a result of, arising out of or in connection with of: (i) any misrepresentation or breach of, or inaccuracy in, of any representation or warranty made by the Purchaser contained in this Agreement (for or in any statement, certificate or other document furnished by the avoidance of doubt, including any lawsuits based on any conducts prior Purchaser pursuant to this Agreement); and (ii) the nonperformance or breach of any breach covenant, agreement or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, obligation of the Purchaser shall which has not be liable to Indemnitee for indemnification under Section 11.3: (i) until been waived by the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, Seller collectively in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Pricewriting. (b) Effective as of the ClosingSubject to Section 3.3 hereof, the Purchaser shall be obligated to indemnify any Indemnitee the Seller pursuant to this Section 5.3 only with respect to claims for any Loss suffered by such Indemnitee Seller Damages as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with which the applicable Laws for all tax periods ending Seller shall have given written notice to the Purchaser on or before the Closing Date and close of business on the portion through sixtieth (60) day following the end first anniversary of the Closing Date Date. (c) Notwithstanding the indemnification provided pursuant to Subsection 5.3(a) above, no amount shall be payable by the Purchaser in indemnification hereunder or under any other provision of this Agreement unless the aggregate amount of Seller Damages in respect of which the Purchaser would be liable, but for operation and application of the provision of this subsection, exceeds on a cumulative basis Fifty Thousand Dollars ($50,000) and then only to the extent of such excess. (d) In any case where the Purchaser has indemnified the Seller for any tax period that includes (but does not end on) Seller Damages and the Closing Date; (ii) Seller recovers from a third party all or any part of the amount so indemnified by the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure , the Seller shall promptly reimburse to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before Purchaser the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect theretoamount so recovered.

Indemnification by the Purchaser. (a) Effective as of In the Closingevent the Closing occurs, the Purchaser shall defend, indemnify and hold harmless Warrantorsthe Seller, Sellers and any Affiliate of the Seller or their respective Representativescurrent or future officers, directors, controlling persons, employees, agents, successors and permitted assigns (eachcollectively, a the “IndemniteeSeller Indemnitees”) harmless from and against and in respect of any and all actual losses, Liabilitiesliabilities, damages, liensclaims, penaltiessuits, costs proceedings, judgments, settlements and expenses, including reasonable advisorattorney’s fees and other reasonable expenses of investigation and defense of fees, incurred by any of such Seller Indemnitee (hereinafter the foregoing (collectively“Seller Losses”; together with Purchaser Losses, “Losses”) actually incurred or suffered by such Indemnitee as a result of, arising out of or in connection with (i) any breach of, or inaccuracy in, by the Purchaser of any representation or warranty made by Purchaser of the representations and warranties contained in this Agreement Article VI hereof (for the avoidance of doubtwithout giving effect to any materiality or Purchaser Material Adverse Effect qualifications contained therein), including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, by the Purchaser of any of its covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that(iii) the ownership, operation or use of the Business or the Assets on or after the Closing Date (iv) the Assumed Liabilities, or (v) any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with the Purchaser (or any Person acting on its behalf) in connection with any of the transactions contemplated hereby. (b) The foregoing obligation to indemnify the Seller Indemnitees set forth in Section 11.3(a) shall not be liable subject to Indemnitee for indemnification under Section 11.3each of the following limitations: (i) No indemnification for Seller Losses asserted against the Purchaser under Section 11.3(a)(i) above shall be required, unless and until the aggregate cumulative amount of all such Seller Losses requiring indemnification under Section 11.3(aequals or exceeds $650,000 (the “Purchaser Deductible”) exceeds on the Basket, in which event Purchaser shall be liable and then only to the full extent that the cumulative amount of such Losses Seller Losses, as finally determined, exceeds the Purchaser Deductible, and not only the excess of the Basketin no event shall include special, indirect, incidental, consequential, or punitive damages, diminution in value, lost profits or lost business opportunity; and (ii) on an The Purchaser’s aggregate cumulative basis liability to the Seller Indemnitees under Section 11.3(a)(i) or (ii) for Seller Losses in excess of the Purchaser Deductible shall not exceed 20% of the Cash Purchase Price. (bc) Effective as If the Closing occurs, then, except in cases of fraud or intentional misrepresentation, the indemnity provided in this Section 11.3 shall be the sole and exclusive remedy of the ClosingSeller and the Seller Indemnitees against the Purchaser at law or in equity for any matter covered by Section 11.3(a) and the Seller expressly waives and relinquishes, on behalf of itself, the Purchaser shall indemnify Seller Indemnitees and their respective successors and permitted assigns, any Indemnitee for any Loss suffered by and all other rights, claims or remedies such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any of person may have against the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect thereto.

Indemnification by the Purchaser. (a) Effective as Purchaser shall hold harmless and indemnify the Seller, from and against, and shall compensate and reimburse each of the ClosingSeller for, any Damages which are suffered or incurred by the Purchaser shall indemnify Seller or to which the Seller may otherwise become subject at any time (regardless of whether or not such Damages relate to any third party claim) and hold harmless Warrantors, Sellers and their respective Representatives, successors and assigns (each, a “Indemnitee”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing (collectively, “Losses”) actually incurred which arise from or suffered by such Indemnitee as a result of, arising out of or in connection with are directly or indirectly connected with: (i) any breach of, or inaccuracy in, Breach of any representation or warranty made by the Purchaser in this Agreement or any of the other Transactional Agreements; or (ii) any Breach of any covenant or obligation of the Purchaser contained in this Agreement (for or in any of the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the other Transactional Agreements. The Purchaser shall not be liable required to Indemnitee for make any indemnification under payment pursuant to this Section 11.3: (i9.3(a) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable unless a Claim Notice is delivered prior to the full extent of such Losses and not only the excess expiration of the Basket; and (ii) on an aggregate cumulative basis applicable survival period set forth in excess of the Purchase PriceSection 9.1(a). (b) Effective as Purchaser shall hold harmless and indemnify the Seller or ACGL, from and against, and shall compensate and reimburse each of the ClosingSeller and ACGL for, any liability or Damages which are suffered or incurred by the Seller or ACGL or to which the Seller or ACGL may otherwise become subject at any time (regardless of whether or not such liability or Damages relate to a third party claim) and that arises directly or indirectly from, or is related directly or indirectly to, the operation by Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending subsidiaries of their respective businesses on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) after the Closing Date; including but not limited to the performance of any services by the Purchaser and its subsidiaries. Notwithstanding anything to the contrary, this covenant and the related right to indemnification shall survive and continue indefinitely. (iic) The limitation on the indemnification obligations set forth in Section 9.3(d) shall not apply to any Breach of any representation or warranty made by the Purchaser or of any covenant or obligation of the Purchaser’s PRC subsidiaries’ (through equity control Seller arising directly or contractual control) failure indirectly from any circumstance of which the Purchaser had actual knowledge on or prior to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and . (iiid) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification aggregate liability of Purchaser under this Section 11.3(b) 9.3, other than Section 9.3(b), shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect theretono event exceed $220,000.

Indemnification by the Purchaser. (a) Effective as From and after the Closing Date, subject to the other provisions of the Closingthis Article X, the Purchaser shall agrees to indemnify and hold harmless Warrantors, the Sellers and their respective Representatives, successors and assigns (each, a “Indemnitee”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing (collectively, the “LossesIndemnified Seller Persons”) actually and to hold each of them harmless from and against any and all Damages suffered, paid or incurred or suffered by such Indemnitee as a result of, arising out of Indemnified Seller Person resulting from or in connection with caused by (i) any breach of, of any of the representations and warranties made by the Purchaser to the Sellers in Article VI of this Agreement or inaccuracy in, of any breach of any representation or warranty made by the Purchaser in respect thereof contained in any certificate delivered pursuant to this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement); and or (ii) any breach by the Purchaser of any covenant or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to agreement of the Closing, by Purchaser contained in this Agreement. (b) Notwithstanding anything to the contrary in this Section 10.2, provided thatthe Indemnified Seller Persons shall be entitled to indemnification pursuant to Section 10.2(a) with respect to any claim for indemnification pursuant to Section 10.2(ai): (i) other than in respect of claims for indemnification arising out of, resulting from or caused by a breach of the Purchaser Fundamental Representations, only if, and then only to the extent that the aggregate Damages to all Indemnified Seller Persons (without duplication), with respect to all such claims, exceed the Deductible, whereupon (subject to the provisions of clause (ii) below), the Purchaser shall not be liable obligated to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of pay in full all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable such amounts but only to the full extent of such Losses and not only the aggregate Damages are in excess of the Basketamount of the Deductible; and (ii) on an aggregate cumulative basis in excess of the Purchase Price. (b) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee only with respect to claims for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending indemnification made on or before the Closing Date and the portion through the end of the Closing Date for any tax period date that includes (but does not end on) is 24 months after the Closing Date; (ii) any provided, that with respect to claims for indemnification arising out of, resulting from or caused by a breach of the Purchaser’s PRC subsidiaries’ (through equity control Purchaser Fundamental Representations, the Indemnified Seller Persons shall be entitled to indemnification pursuant to Section 10.2(a)(i) with respect to any such claim indefinitely or contractual control) failure to comply with any applicable Laws until the latest date provided for their survival in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing DateSection 12.1; and and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure only to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) amount of the Cap, provided that such Cap shall not be prejudiced by or be otherwise subject apply to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect thereto.Purchaser Fundamental Representations

Indemnification by the Purchaser. (a) Effective as of the Closing, the The Purchaser shall indemnify and hold harmless Warrantorsand indemnify the Seller from and against, Sellers and their respective Representativesshall compensate and reimburse the Seller for, successors any Damages that are directly or indirectly suffered or incurred by the Seller or to which the Seller may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and assigns that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with: (each, a “Indemnitee”i) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense Breach of any of the foregoing (collectively, “Losses”) actually incurred representations or suffered by such Indemnitee as a result of, arising out warranties of or in connection with (i) any breach of, or inaccuracy in, any representation or warranty made by the Purchaser contained in this Agreement (for Agreement, the avoidance other Transactional Documents or in any certificate or instrument delivered by or on behalf of doubt, including any lawsuits based on any conducts prior the Purchaser pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); and ; (ii) any breach Breach or violation ofnon-fulfillment of any covenant, agreement or failure to perform, any covenants or agreements made, and obligation to be performed prior by the Purchaser pursuant to the Closing, by Purchaser in this Agreement, provided thatthe other Transactional Documents or any certificate or instrument delivered by or on behalf of the Purchaser pursuant to this Agreement; or (iii) any failure on the part of the Purchaser to perform and discharge the Assumed Liabilities on a timely basis. (b) Subject to Section 9.3(c), the Purchaser shall not be liable required to Indemnitee make any indemnification payment pursuant to Section 9.3(a) for indemnification under Section 11.3: (i) any Breach of any of its representations and warranties until such time as the aggregate total amount of all Losses requiring indemnification under Section 11.3(aDamages (including the Damages arising from such Breach and all other Damages arising from any other Breaches of its representations or warranties) that have been directly or indirectly suffered or incurred by the Seller, or to which the Seller have otherwise become subject, exceeds on 1% of the BasketPurchase Price. (If the total amount of such Damages exceeds 1% of the Purchase Price, in which event Purchaser the Seller shall be liable entitled to be indemnified against and compensated and reimbursed for the full extent entire amount of such Losses Damages, and not only merely the excess portion of the Basket; and (ii) on an aggregate cumulative basis in excess such Damages exceeding 1% of the Purchase Price.) (bc) Effective as The limitation on the indemnification obligations of the Closing, Purchaser that is set forth in Section 9.3(b) shall not apply to any Breach arising directly or indirectly from any circumstance of which the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending had knowledge on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) prior to the Closing Date; (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect thereto.

Indemnification by the Purchaser. (a) Effective as of Following the Closing, Closing the Purchaser shall indemnify indemnify, defend and hold harmless Warrantorsthe officers, Sellers directors, stockholders and their respective Representativesemployees of the Company immediately prior to the Effective Time (collectively, successors and assigns (each, a the “IndemniteeCompany Indemnified Parties”) against against, and reimburse any Company Indemnified Party for, any and all losses, Liabilities, damages, liensTaxes, penaltiescosts, expenses, liabilities, obligations and claims of any kind (including in respect of any Action brought by any Governmental Authority or any other Person) including reasonable attorneys’ and consultants’ fees and expenses and other legal costs and expensesexpenses reasonably incurred in prosecution, including reasonable advisor’s fees and other reasonable expenses of investigation and investigation, remediation, defense of any of the foregoing or settlement (collectively, “Losses”) actually incurred ), that such Company Indemnified Party may at any time suffer or suffered by such Indemnitee incur, or become subject to, as a result of, arising out of or in connection with with: (i) the inaccuracy of any breach of, or inaccuracy in, any representation or warranty representations and warranties made by the Purchaser contained in this Agreement or any Ancillary Agreement (for the avoidance of doubt, including without regard to any lawsuits based on any conducts prior to this Agreementmateriality qualifier contained in such representation or warranty); and and (ii) any breach or violation of, or failure by the Purchaser to perform, perform any of its covenants or agreements made, and to be performed prior under this Agreement or any of the Ancillary Agreements. (b) Notwithstanding any other provision in this Agreement to the Closing, by Purchaser in this Agreement, provided thatcontrary, the Purchaser shall not be liable required to Indemnitee indemnify, defend or hold harmless any Company Indemnified Party against or reimburse any Company Indemnified Party for indemnification under any Losses pursuant to Section 11.3:9.01(a)(i) unless the Shareholder Representative, on behalf of such Company Indemnified Party, has notified the Purchaser in writing in accordance with Section 9.03(a) of a claim with respect to such matters within the survival period set forth in Section 9.04. (c) Notwithstanding anything herein to the contrary, (i) until the Purchaser’s maximum aggregate liability under Section 9.01(a) shall not exceed an amount equal to (A) number of the shares of Purchaser Common Stock escrowed pursuant to the Escrow Agreement on the Closing Date (less the number of shares equal to (1) any amount of all Losses requiring indemnification under previously satisfied by Purchaser pursuant to this Section 11.3(a9.01, divided by (2) exceeds the Purchaser Stock Price on the Basket, in which event date that each such Loss was satisfied) multiplied by (B) the Purchaser shall be liable to the full extent of such Losses Stock Price and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess all indemnification obligations pursuant to this Section 9.01 may be satisfied, at Purchaser’s election, by the payment of cash or the Purchase delivery of additional shares of Purchaser Common Stock (valued at the Purchaser Stock Price). (bd) Effective There shall be no liability pursuant to Section 9.01(a) until such time as the total amount of Losses pursuant to Section 9.01(a) exceeds $75,000 in the Closingaggregate. If the total amount of Losses pursuant to Section 9.01(a) exceeds $75,000, then the Purchaser Company Indemnified Parties shall indemnify any Indemnitee for any Loss suffered by be entitled to be indemnified against all such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employmentLosses, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect theretofirst $75,000.

Indemnification by the Purchaser. (a) Effective as of the Closing, the The Purchaser shall indemnify and hold save harmless Warrantorsthe Vendors (collectively, Sellers the “Vendor Indemnitees”), on an after-Tax basis, from and their respective Representatives, successors and assigns (each, a “Indemnitee”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of all Claims which may be made or brought against any of the foregoing (collectivelyVendors, “Losses”) actually incurred or suffered by such Indemnitee which any of the Vendors may suffer or incur, as a result of, arising out of or in connection with or relating to: Table of Contents (i) any non-fulfilment or breach ofof any covenant or agreement on the part of the Purchaser contained in this Agreement, including the failure of the Purchaser to deliver the OMERS indemnity agreement contemplated by Sections 9.12 if required; (ii) any misrepresentation or inaccuracy in, any incorrectness in or breach of any representation or warranty made by of the Purchaser contained in this Agreement (for or in any certificate furnished by the avoidance of doubt, including any lawsuits based on any conducts prior Purchaser pursuant to this Agreement); and , whether or not any Vendor Indemnitee has discovered or could have discovered such misrepresentation or incorrectness or breach before Closing; (iiiii) the failure of any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior party to the ClosingShareholder Agreement to release, by Purchaser pursuant to Section 2.11(a), Cameco from its obligations in this Agreement, provided that, the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess respect of the BasketPurchased Shares transferred to BGIT arising from and after the Effective Time, including obligations under the Shareholder Agreement; and (iiiv) on an aggregate cumulative basis the failure of any party to the BPLP LPA to release, pursuant to Section 2.11(a), CBHI and CBHII from their obligations in excess respect of the Purchase PricePurchased Partnership Interests transferred to BGIT arising from and after the Effective Time, including obligations under the BPLP LPA. (b) Effective as The Purchaser’s obligations under Section 10.2(a)(ii) shall be subject to the limitation that the obligations of the Closing, Purchaser under Section 10.2(a)(ii) shall terminate on the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before date which is six years following the Closing Date and except with respect to bona fide Claims by the portion through Vendors set forth in written notices given by the end of Vendors to the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any of the Purchaser prior to such date. The Purchaser’s PRC subsidiaries’ obligations under Sections 10.2(a)(i), (through equity control or contractual control) failure to comply with any applicable Laws in relation to employmentiii), including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(biv) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless survive indefinitely. Table of whether the Indemnitee have any actual or constructive knowledge with respect thereto.Contents

Indemnification by the Purchaser. (a1) Effective as of The Purchaser hereby indemnifies the Closing, the Purchaser shall indemnify Seller against and agrees to hold it harmless Warrantors, Sellers from any and their respective Representatives, successors and assigns (each, a “Indemnitee”) against any losses, Liabilities, all damages, liensloss, penaltiesliability, costs and expensesexpense (including, including without limitation, reasonable advisor’s fees and other reasonable out-of-pocket expenses of investigation and defense of reasonable attorneys fees and expenses in connection with any of action, suit or proceeding brought against or involving the foregoing (collectively, “Losses”Seller) actually and cost incurred or suffered by such Indemnitee as a result ofthe Seller (collectively, arising out of or in connection with (i"Indemnified Amounts") any breach of, or inaccuracy in, any representation or warranty made by Purchaser contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Price. (b) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control any misrepresentation or contractual control) failure breach of warranty, covenant or agreement made or to withhold be performed by the Purchaser pursuant to this Agreement or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any and all exercise of the Rights by Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification agreements and indemnities of the Purchaser contained herein shall be cumulative, except that the Seller shall not recover more than once for the same Indemnified Amount. (2) The Seller agrees to give notice to the Purchaser promptly after learning of the assertion of any claim, or the commencement of any suit, action or proceeding, in respect of which indemnity may be sought hereunder; provided, however, that the failure of the Seller to give such notice shall not constitute a waiver of its rights hereunder in respect of the claim, suit, action or proceeding with respect to which such notice was required to have been given hereunder. (3) The Purchaser shall not be liable under this Section 11.3(b6.3 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought. (4) The amount required to be paid to the Seller by the Purchaser for any Indemnified Amounts hereunder shall be paid not be prejudiced later than thirty (30) days after receipt by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) Purchaser of written notice from the Seller, stating that such Indemnified Amounts have been incurred and shall apply regardless the amount thereof and of whether the Indemnitee have any actual or constructive knowledge with respect theretorelated indemnity payment. 7.

Indemnification by the Purchaser. (a) Effective as From and after the Closing Date, subject to the other provisions of the Closingthis Article X, the Purchaser shall agrees to indemnify and hold harmless Warrantors, the Sellers and their respective Representatives, successors and assigns (each, a “Indemnitee”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing (collectively, the “LossesIndemnified Seller Persons”) actually and to hold each of them harmless from and against any and all Damages suffered, paid or incurred or suffered by such Indemnitee as a result of, arising out of Indemnified Seller Person resulting from or in connection with caused by (i) any breach of, of any of the representations and warranties made by the Purchaser to the Sellers in Article VI of this Agreement or inaccuracy in, of any breach of any representation or warranty made by the Purchaser in respect thereof contained in any certificate delivered pursuant to this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement); and or (ii) any breach by the Purchaser of any covenant or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to agreement of the Closing, by Purchaser contained in this Agreement. (b) Notwithstanding anything to the contrary in this Section 10.2, provided thatthe Indemnified Seller Persons shall be entitled to indemnification pursuant to Section 10.2(a) with respect to any claim for indemnification pursuant to Section 10.2(a)(i): (i) other than in respect of claims for indemnification arising out of, resulting from or caused by a breach of the Purchaser Fundamental Representations, only if, and then only to the extent that the aggregate Damages to all Indemnified Seller Persons (without duplication), with respect to all such claims, exceed the Deductible, whereupon (subject to the provisions of clause (ii) below), the Purchaser shall not be liable obligated to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of pay in full all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable such amounts but only to the full extent of such Losses and not only the aggregate Damages are in excess of the Basketamount of the Deductible; and (ii) on an aggregate cumulative basis in excess of the Purchase Price. (b) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee only with respect to claims for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending indemnification made on or before the Closing Date and the portion through the end of the Closing Date for any tax period date that includes (but does not end on) is 24 months after the Closing Date; (ii) any provided, that with respect to claims for indemnification arising out of, resulting from or caused by a breach of the Purchaser’s PRC subsidiaries’ (through equity control or contractual controlPurchaser Fundamental Representations, the Indemnified Seller Persons shall be entitled to indemnification pursuant to Section 10.2(a)(i) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject respect to any disclosure (such claim indefinitely or until the latest date provided for their survival in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect theretoSection 12.1.

Indemnification by the Purchaser. The Purchaser and its successors and assigns shall indemnify the Seller and its successors and assigns in respect of any and all Damages incurred by the Seller and its successors and assigns in connection with each and all of the following: (a) Effective as The claim by any person for any broker's or finder's fee or similar fee charged for commission that arises from any actions, statements, or commitments made by the Purchaser or its agents or Affiliates. (b) The breach or other failure to perform any covenant, agreement, or obligation of the Closing, the Purchaser shall indemnify and hold harmless Warrantors, Sellers and their respective Representatives, successors and assigns (each, a “Indemnitee”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing (collectively, “Losses”) actually incurred or suffered by such Indemnitee as a result of, arising out of or in connection with (i) any breach of, or inaccuracy in, any representation or warranty made by Purchaser contained in this Agreement (for the avoidance of doubtor any other Acquisition Document or any other instrument, including all certificates contemplated hereby or thereby. (c) Any breach of any lawsuits based on representation or warranty by the Purchaser contained in this Agreement or any conducts prior to this Agreement); and other Acquisition Document or any other instrument, including all certificates, contemplated hereby or thereby. (iid) any Any breach or violation other failure to perform fully perform any agreement that is required to be disclosed pursuant to Section 2.13(a)(vi) hereof. (e) Any damages (including, without limitation, costs of response, removal, remediation, corrective action, property damage, personal injury, damage to natural resources, settlement, and attorneys' fees) paid by the Seller or Forsbergs and accruing from the operations of the Purchaser, or the operations of the business at any time after the Closing date and solely attributable to the Transferred Assets. (f) Any liability to employees or to third parties for personal injury or death or damage to properly arising out of or occurring in connection with products sold or services rendered by the Purchaser after the Closing Date in excess of, not covered by, and not deductible from the Insurance Policies. (g) All claims made by former or current employees of the Purchaser alleging the occurrence of, or failure arising out of, an allegation relating to performany breach of any fiduciary obligation after the Closing Date under any employee benefit plan, provided, however, Purchaser has no obligation to continue any covenants or agreements made, and to be performed employee benefit plan implemented by Seller prior to the Closing, by Purchaser in this Agreement, provided that, the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase PriceClosing date. (b) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect thereto.

Indemnification by the Purchaser. (a) Effective as of the Closing, the The Purchaser shall indemnify and hold harmless Warrantorsand indemnify the Seller from and against, Sellers and their respective Representativesshall compensate and reimburse the Seller for, successors any Damages that are suffered or incurred by the Seller or to which the Seller may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and assigns (each, a “Indemnitee”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing (collectively, “Losses”) actually incurred that arise from or suffered by such Indemnitee as a result of, arising out of or in connection with are connected with: (i) any breach of, or inaccuracy in, Breach of any representation or warranty made by the Purchaser contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement); and or (ii) any breach Proceeding relating directly or violation of, indirectly to any failure or failure Breach of the type referred to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: clause “(i) until )” above (including any Proceeding commenced by the aggregate amount Seller for the purpose of all Losses requiring indemnification enforcing its rights under this Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Price4.3). (b) Effective The Purchaser shall not be required to make any indemnification payment pursuant to Section 4.3(a) for any Breach of any of its representations and warranties until such time as the total amount of all Damages (including the Damages arising from such Breach and all other Damages arising from any other Breaches of its representations or warranties) that have been directly or indirectly suffered or incurred by the Seller, or to which the Seller have otherwise become subject, exceeds $25,000 in the aggregate; provided that this limitation shall not apply to any Breach arising directly or indirectly from any circumstance of which the Purchaser had Knowledge at or prior to the Closing. If the total amount of such Damages exceeds $25,000 in the aggregate, the Seller shall be entitled to be indemnified against and compensated and reimbursed for only that amount that exceeds $25,000.) Notwithstanding anything herein to the contrary, the Purchaser shall indemnify have the right, in its sole discretion, to satisfy any Indemnitee for any Loss suffered payment obligation pursuant to this Section 4.3 by such Indemnitee as a result delivering that number of or arising out shares of Common Stock obtained by dividing (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end ona) the Closing Date; (ii) any of amount payable by the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification Purchaser under this Section 11.3(b4.3, by (b) shall the volume weighted average closing price of the Common Stock over the 20 trading-day period ending on the date immediately preceding the Indemnification Determination Date, as reported on AMEX, and, if the Common Stock is not be prejudiced by quoted on AMEX at any time during such period, as reported on the OTCBB or be otherwise subject to any disclosure (in the Disclosure Schedule Pink Sheets for the portion of such period that the Common Stock is listed or otherwise) and shall apply regardless of whether quoted on the Indemnitee have any actual OTCBB or constructive knowledge with respect theretothe Pink Sheets.

Indemnification by the Purchaser. (a) Effective as Each of the ClosingPurchaser and Parentco shall, the Purchaser shall jointly and severally, indemnify and hold save harmless Warrantorseach of the Vendor, Sellers its directors, officers, employees and their respective Representativesagents, and its successors and assigns (eachall directors, a “Indemnitee”) officers, employees and agents of each such successor from and against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing (collectively, “Losses”) actually all Losses suffered or incurred or suffered by such Indemnitee as a result of, arising out of or in connection with (i) any breach of, or inaccuracy in, any representation or warranty made by Purchaser contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Price. (b) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee party as a result of or arising directly or indirectly out of or in connection with: (a) any breach by the Purchaser or Parentco of or any inaccuracy of any representation or warranty of the Purchaser or Parentco contained in this Agreement (provided that the Purchasers shall not be required to indemnify or save harmless the Vendor in respect of any breach or inaccuracy of any representation or warranty unless the Vendor shall have provided notice to the Purchaser or Parentco in accordance with Section 12.3 on or prior to the expiration of the applicable time period related to such representation and warranty set out in Section 7.1); (b) any breach or non-performance by the Purchaser or Parentco of any covenant to be performed by it which is contained in this Agreement; (c) the operations of the Purchased Business after the Effective Time, including the sale of products by the Purchased Business after the Effective Time in respect of which product liability claims, warranty claims and other claims with respect to the quality, suitability or compliance with specifications or orders of such products may be made by customers of the Purchased Business or other persons or any failure by the Purchaser to pay, satisfy, discharge, perform or fulfil on a timely basis any of the assumed liabilities; (d) warranty claims and other claims made by customers with respect to the quality, suitability or compliance with specifications or orders of products sold by the Purchased Business prior to the Effective Time; (e) any event occurring or any condition existing after the Effective Time relating to the Purchased Business, the Leased Property, or the Premises which constitutes a violation of, or gives rise to any liability under, any Environmental Laws; (f) any Release of any Hazardous Substances in, on, under or from the Leased Property, the Premises or its assets and whether by the Company or any other person after the Effective Time; (g) any breach or non-fulfilment of the terms or non-performance by the Company of any Contract, Third Party Software Licences, or the Lease following the Effective Time; (h) any claims after the Effective Time by Employees with respect to their employment with the Company after the Effective Time; (i) Purchaser’s and its subsidiaries’ (through equity control any commission or contractual control) failure other remuneration payable or alleged to withhold be payable to any broker, agent or pay any Tax in accordance with the applicable Laws other intermediary who purports to act or have acted for all tax periods ending or on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any behalf of the Purchaser’s PRC subsidiaries’ ; and (through equity control or contractual controlj) failure any claim by a third party alleging that the Company Intellectual Property infringes an Intellectual Property right of such third party to comply the extent of the damages associated with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment such claim which arise from activities occurring after the Time of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect theretoClosing.

Indemnification by the Purchaser. (a) Effective as of the Closing, the The Purchaser shall indemnify and hold harmless Warrantorsand indemnify the Seller from and against, Sellers and their respective Representativesshall compensate and reimburse the Seller for, successors any Damages that are suffered or incurred by the Seller or to which the Seller may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and assigns (each, a “Indemnitee”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing (collectively, “Losses”) actually incurred that arise from or suffered by such Indemnitee as a result of, arising out of or in connection with are connected with: (i) any breach of, Breach of any of the representations or inaccuracy in, any representation or warranty made by warranties of the Purchaser contained in this Agreement (for Agreement, the avoidance other Transactional Documents or in any certificate or instrument delivered by or on behalf of doubt, including any lawsuits based on any conducts prior the Purchaser pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); and ; (ii) any breach Breach or violation ofnon-fulfillment of any covenant, agreement or failure to perform, any covenants or agreements made, and obligation to be performed prior by the Purchaser pursuant to the Closing, by Purchaser in this Agreement, provided thatthe other Transactional Documents or any certificate or instrument delivered by or on behalf of the Purchaser pursuant to this Agreement; or (iii) any failure on the part of the Purchaser to perform and discharge the Assumed Liabilities on a timely basis. (b) Subject to Section 9.3(c), the Purchaser shall not be liable required to Indemnitee make any indemnification payment pursuant to Section 9.3(a) for indemnification under Section 11.3: (i) any Breach of any of its representations and warranties until such time as the aggregate total amount of all Losses requiring indemnification under Section 11.3(aDamages (including the Damages arising from such Breach and all other Damages arising from any other Breaches of its representations or warranties) that have been suffered or incurred by the Seller, or to which the Seller have otherwise become subject, exceeds $25,000 in the aggregate. (If the total amount of such Damages exceeds $25,000 in the aggregate, the Seller shall be entitled to be indemnified against and compensated and reimbursed for the entire amount of such Damages, and not merely the portion of such Damages exceeding $25,000.) (c) The limitation on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess indemnification obligations of the Basket; and (iiPurchaser that is set forth in Section 9.3(b) on an aggregate cumulative basis in excess shall not apply to any Breach arising from any circumstance of the Purchase Price. (b) Effective as of the Closing, which the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending had knowledge on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) prior to the Closing Date; (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect thereto.

Indemnification by the Purchaser. (a) Effective as of the ClosingThe Purchaser shall indemnify, defend and hold harmless, the Purchaser shall indemnify Seller and, to the extent named or involved in any third party action or claim, his representatives and hold harmless Warrantors, Sellers and their respective Representatives, successors and assigns (each, a “Indemnitee”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing related persons (collectively, the “LossesSeller Indemnified Persons”) actually incurred or from and against, and shall pay to the Seller and the Seller Indemnified Persons, on demand, the amount of any Damages, suffered by such Indemnitee as a result of, or imposed upon the Seller or any Seller Indemnified Persons or arising out of or in connection with with: (ia) any incorrectness or breach of, or inaccuracy in, of any representation or warranty made by the Purchaser in this Agreement or in the Prepayment Amounts Note; (b) any breach or non-fulfillment by the Purchaser of any covenant, condition or obligation of the Purchaser contained in this Agreement or in the Prepayment Amounts Note; (c) any liabilities or obligations of any Corporation of any nature whatsoever other than Tax Liabilities contemplated in Section 7.1(c) or 7.4(f) in respect of any fact, condition or circumstance existing or occurring after the Closing Date; (d) losses (including loss of profit and, for greater certainty, losses from damage or destruction of the Relocated Assets) suffered by the Seller in respect of the Relocated Assets which are non-operational in excess of a forty-five (45) day period for the avoidance relocation of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser such unit in accordance with this Agreement, provided that, which quantification of losses shall be based on such Relocated Assets having been operated in the Purchaser shall not be liable ordinary course of business during such excess idle period at the prevailing market conditions on the non-operational days beyond forty-five (45) days subject to Indemnitee for indemnification under Section 11.3: (i) until the a maximum aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds USD$1,000,000. The non-operational period for the purpose of this indemnity with respect to any unit shall start on the Basketlast full Business Day a unit is hashing prior to being relocated and shall end on the first full Business Day a unit is hashing following its relocation; (e) if Closing does not occur, in which event Purchaser shall be liable to losses (including replacement costs and loss of profit) suffered by it flowing from the full extent of such Losses and not only the excess loss, damage or destruction of the BasketRelocated Assets, net of all indemnification and recovery from third parties and insurance proceeds actually recovered by the Seller, subject to a maximum aggregate amount of USD$1,000,000 for consequential damages such as loss of profits; andor (iif) on an aggregate cumulative basis in excess of the Purchase Price. (b) Effective as of the Closingany claim by any Person for brokerage or finder’s fees, commissions or similar payments based upon any agreement or understanding made or alleged to have been made by any such Person with the Purchaser shall indemnify (or any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (iPerson acting on their behalf) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance connection with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under transactions contemplated by this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect theretoAgreement.

Indemnification by the Purchaser. (a) Effective as of the Closing, the The Purchaser shall hereby -------------------------------- covenants and agrees to indemnify and hold harmless Warrantorsthe Stockholder, Sellers and their respective Representatives, her successors and assigns assigns, at all times from and after the Closing Date, against and in respect of the following: (eacha) any liability, a “Indemnitee”loss, damage, expense or other cost resulting from any misrepresentation, breach of representation or warranty or breach or non-fulfillment of any agreement or covenant on the part of the Purchaser under this Agreement, or from any inaccuracy or misrepresentation in or omission from the Purchaser Disclosure Schedule, any certificate or other instrument or document furnished or to be furnished by the Purchaser hereunder; and (b) against any lossesall claims, Liabilitiesactions, damagessuits, liensproceedings, penaltiesdemands, assessments, judgments, costs and expenses, including without limitation, reasonable advisor’s attorneys' fees and other reasonable expenses expenses, of investigation and defense of any nature incident to any of the foregoing (collectivelymatters indemnified against pursuant to this Section 10.3, “Losses”) actually including without limitation, all such costs and expenses incurred or suffered by such Indemnitee as a result of, arising out of in the defense thereof or in connection with (i) the enforcement of any breach ofrights of the Stockholder hereunder. The Stockholder shall promptly notify the Purchaser of any asserted liability, damage, loss or inaccuracy in, any representation or warranty made by Purchaser contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior expense claimed to this Agreement); give rise to indemnification hereunder and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, thereafter the Purchaser shall have the right to defend, compromise and settle such matter, provided that the Purchaser takes all such actions as are necessary to cause the Stockholder not to be liable required to Indemnitee for indemnification under pay any cost or expense in connection therewith. Any dispute with respect to indemnity pursuant to this Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser 10.3 shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Price. (b) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax resolved in accordance with the applicable Laws arbitration provisions of Section 10.4 hereof. The Stockholder's failure to give prompt notice shall not constitute a defense (in whole or in part) to any claim by the Stockholder against the Purchaser for all tax periods ending on indemnification, unless and then only to the extent that such failure shall have caused or before increased such liability or adversely affected the Closing Date and the portion through the end ability of the Closing Date for Purchaser to defend against or reduce its liability. The Purchaser shall accept or reject any tax period that includes (but does not end on) Loss as to which a notice is sent by the Closing Date; (ii) any Stockholder by giving written notice of such acceptance or rejection to the Stockholder within 30 days after the date of receipt of the notice. Failure of the Purchaser to reject a Loss within 30 days of receipt of the notice shall be conclusive evidence of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure 's acceptance of its responsibility to comply with indemnify the Stockholder against such Loss. Even if the Purchaser assumes the defense thereof, the Stockholder shall have the right to settle any applicable Laws in relation matter for which a claim for indemnification is made hereunder upon notice to employment, including without limitation the Purchaser and by waiving any non-payment or underpayment of Social Insurances before right against the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge Purchaser with respect theretoto such matter.

Indemnification by the Purchaser. (a) Effective as Subject to the terms and conditions of this Article IX, from and after (and contingent on) the Closing, the Purchaser shall indemnify indemnify, defend, and hold harmless Warrantorsthe Seller and its Affiliates, Sellers and their respective Representatives, successors and assigns (eachcollectively, a the “IndemniteeSeller Indemnified Parties”) against against, and shall compensate and reimburse the Seller Indemnified Parties for, any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing (collectively, “Losses”) all Damages actually incurred or suffered by such Indemnitee as a result of, the Seller Indemnified Parties to the extent arising out of or in connection with resulting from: (i) any inaccuracy in or breach of, or inaccuracy in, of any representation or warranty made by the Purchaser contained in this Agreement (for the avoidance of doubt, including or any lawsuits based on any conducts prior certificate delivered pursuant to this AgreementAgreement (in each case, without giving effect to any materiality, Purchaser Material Adverse Effect or similar qualification limiting the scope of such representation or warranty); and (ii) any breach of any covenant or violation of, or failure to perform, any covenants or agreements made, and agreement required to be performed prior by the Purchaser pursuant to the Closing, by Purchaser in this Agreement, provided that, the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Price. (b) Effective as of the Closing, the Purchaser The Seller Indemnified Parties shall indemnify have no right to recover any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (iamounts pursuant to Section 9.3(a) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending unless on or before the Closing Date and applicable date specified in Section 9.1, the portion through Seller notifies the end Purchaser in writing of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by the Seller. (c) The Seller Indemnified Parties shall have no right to recover any amounts pursuant to Section 9.3(a)(i) until the total amount of such Damages incurred by the Seller Indemnified Parties under Section 9.3(a)(i), in the aggregate, exceeds the Deductible, in which case the Seller Indemnified Parties will be entitled to recover any Damages pursuant to Section 9.3(a)(i) in excess of the Closing Date Deductible, subject to the other limitations in this Article IX. Furthermore, no Seller Indemnified Party shall be entitled to indemnification with respect to any individual claim pursuant to Section 9.3(a)(i) for Damages if the entire amount of Damages related to such claim is less than the Per-Claim Threshold; provided that in the case of any tax period that includes group of claims arising out of the same or substantially similar facts, events or circumstances, such claims shall be aggregated for purposes of determining whether the Per-Claim Threshold has been exceeded. Notwithstanding the foregoing, the limitations in this Section 9.3(c) shall not apply to claims of actual fraud or any inaccuracy in or breach of the Purchaser Fundamental Representations. (but does not end ond) The Seller Indemnified Parties shall have no right to recover any amounts pursuant to Section 9.3(a)(i) (other than for claims of actual fraud or any inaccuracy in or breach of any Purchaser Fundamental Representation) in excess of $99,000,000. (e) Notwithstanding any other provision of this Agreement to the Closing Date; (ii) any contrary, except with respects to claim of actual fraud, the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure maximum aggregate indemnification liability pursuant to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b9.3(a) shall not be prejudiced by or be otherwise subject to any disclosure (in exceed the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect theretoPurchase Price.

Indemnification by the Purchaser. In addition to Purchaser's indemnification of Seller and each Trust for certain taxes resulting from the Section 338(h)(10) election pursuant to Section 6.1, and except as otherwise expressly provided in this Article X, the Purchaser agrees to and shall defend, indemnify and hold harmless the Seller and each Trust from and against, and shall reimburse the Seller and each Trust for, each and every Loss, relating to, resulting from or arising out of, or any allegation by any third party of, the following: (a) Effective as any inaccuracy in any representation or warranty of the ClosingPurchaser set forth in this Agreement, any Transaction Document or any certificate, agreement or other document delivered by the Purchaser under this Agreement (it being understood and agreed that any such inaccuracy shall be determined without regard to any materiality qualification contained in any representation or warranty, provided that the materiality qualifications set forth in Section 3.7 (Commission Filings; Financial Statements) shall apply to the representations and warranties set forth therein); (b) any breach or nonfulfillment of any covenant, agreement or other obligation of the Purchaser set forth in this Agreement, any Transaction Document or any other agreement or document delivered by the Purchaser pursuant to this Agreement; or (c) any Proceeding relating to events, conditions, operations, facts, circumstances or acts of the Purchaser, either of the Companies or any of their respective Affiliates which shall occur subsequent to the Closing Date. With respect to matters not involving Proceedings brought or asserted by third parties, within ten days after notification from the Seller or any Trust supported by reasonable documentation setting forth the nature of the circumstances entitling such party to indemnity hereunder, the Purchaser, at no cost or expense to such party shall diligently commence resolution of such matters in a manner reasonably acceptable to such party and shall diligently and timely prosecute such resolution to completion. With respect to those claims that may be satisfied by payment of a liquidated sum of money, the Purchaser shall indemnify and hold harmless Warrantors, Sellers and their respective Representatives, successors and assigns (each, a “Indemnitee”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including pay the amount so claimed to the extent supported by reasonable advisor’s fees and other reasonable expenses documentation within 15 days of investigation and defense of any of such resolution. If the foregoing (collectively, “Losses”) actually incurred or suffered by such Indemnitee as a result of, arising out of or Purchaser disputes its liability in connection with (i) such claim, it shall pay any breach of, or inaccuracy in, any representation or warranty made by Purchaser contained in this Agreement (for the avoidance undisputed part of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements madesuch liability, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the Purchaser and the party seeking indemnity shall not be liable have 30 days to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Price. (b) Effective as of the Closing, resolve any remaining dispute. If the Purchaser and such party are unable to resolve such dispute within 30 days, they shall indemnify any Indemnitee for any Loss suffered by resolve such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax dispute in accordance with Section 12.9 If litigation or any other Proceeding is commenced or threatened by any third party for which the applicable Laws for all tax periods ending on Seller or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure Trust is entitled to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) 10.3, the provisions of Section 10.4 shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect theretocontrol.

Indemnification by the Purchaser. (a) Effective Subject to the limits set forth in this Article IX and except as of otherwise provided in Section 9.8 hereof which shall govern the Parties' respective indemnification obligations with respect to Tax matters, from and after the Closing, the Purchaser shall indemnify indemnify, defend and hold the Seller and its Affiliates and its officers, directors, stockholders, employees, agents and representatives (the "SELLER INDEMNIFIED PERSONS") harmless Warrantors, Sellers from and their respective Representatives, successors and assigns (each, a “Indemnitee”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense in respect of any of the foregoing (collectively, “Losses”) actually incurred or suffered by such Indemnitee and all Losses that they may incur as a result of, arising out of or in connection with (i) due to any breach of, or inaccuracy in, of any representation or warranty made by warranty, covenant or other agreement of the Purchaser or its Affiliates (including, after Closing, Newco) contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Price. (b) Effective as The Purchaser shall not have any liability under Section 9.2(a) unless the aggregate of all Losses relating thereto for which the ClosingPurchaser would, but for this Section 9.2(b), be liable exceeds on a cumulative basis an amount equal to $159,000, and then only to the extent of any such excess; provided, that the Purchaser shall indemnify not have any Indemnitee liability under Section 9.2(a) for any individual item where the Loss suffered by relating to such Indemnitee item is less than $10,000; provided, further, however that the Purchaser's aggregate liability under Section 9.2(a) shall in no event exceed the Cap. All amounts paid to Seller Indemnified Person pursuant to this Section 9.2 and all amounts paid to Licensor Indemnified Persons (as a result of or arising out of (isuch term is defined in the Amended and Restated License Agreement) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure pursuant to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end Section 10.2 of the Closing Date Amended and Restated License Agreement shall be aggregated for any tax period that includes (but does not end on) purposes of determining the Closing Date; (ii) any satisfaction of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing DateCap. The Purchaser shall have no liability under Section 9.2(a) to the extent a Seller Indemnified Person has been paid pursuant to the Supply Agreement or the Amended and Restated License Agreement for an indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in claim involving the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect theretoidentical substantive issue.

Indemnification by the Purchaser. (a) Effective as of the Closing, the The Purchaser shall indemnify and hold harmless Warrantorsand indemnify the Seller and Shareholders from and against, Sellers and their respective Representativesshall compensate and reimburse the Seller for, successors any Damages that are proximately suffered or incurred by the Seller or Shareholders or to which the Seller or Shareholders may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and assigns that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with: (each, a “Indemnitee”i) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense Breach of any of the foregoing (collectively, “Losses”) actually incurred representations or suffered by such Indemnitee as a result of, arising out warranties of or in connection with (i) any breach of, or inaccuracy in, any representation or warranty made by the Purchaser contained in this Agreement (for Agreement, the avoidance other Transactional Agreements or in any certificate or instrument delivered by or on behalf of doubt, including any lawsuits based on any conducts prior the Purchaser pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); and ; (ii) any breach Breach or violation ofnon-fulfillment of any covenant, agreement or failure to perform, any covenants or agreements made, and obligation to be performed prior by the Purchaser pursuant to the Closing, by Purchaser in this Agreement, the other Transactional Agreements or any certificate or instrument delivered by or on behalf of the Purchaser pursuant to this Agreement; (iii) any claim or Proceeding against the Seller or Shareholders by any Person based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Purchaser or any of its Affiliates conducted, existing or arising after the Closing Date; (iv) Purchaser’s use of Seller’s Medicare or Medicaid Provider or submitter numbers after the Closing Date to submit claims for services provided thatby Seller after the Closing Date; or (v) any failure on the part of the Purchaser to perform and discharge the Assumed Liabilities and the Transitional Costs on a timely basis. (b) Subject to Section 4.3(c), and except for the obligations specified in Section 4.3(a)(v), the Purchaser shall not be liable required to Indemnitee make any indemnification payment pursuant to Section 4.3(a) for indemnification under Section 11.3: (i) any Breach of any of its representations and warranties until such time as the aggregate total amount of all Losses requiring indemnification under Section 11.3(aDamages (including the Damages arising from such Breach and all other Damages arising from any other Breaches of its representations or warranties) that have been directly or indirectly suffered or incurred by the Seller, or to which the Seller has otherwise become subject, exceeds on $5,000 in the Basketaggregate. If the total amount of such Damages exceeds $5,000 in the aggregate, in which event Purchaser the Seller shall be liable entitled to be indemnified against and compensated and reimbursed for the full extent entire amount of such Losses Damages, and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Price. (b) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and merely the portion through the end of the Closing Date for any tax period such Damages that includes (but does not end on) the Closing Date; (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employmentexceeds $5,000. Asset Purchase Agreement, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect thereto.MTBC & WFS 22

Indemnification by the Purchaser. (a) Effective as of the Closing, the The Purchaser shall indemnify indemnify, defend and hold save the Seller harmless Warrantors, Sellers of and their respective Representatives, successors from any and assigns (each, a “Indemnitee”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing (collectively, “Losses”) actually all Damages incurred or suffered by such Indemnitee as a result of, the Seller arising out of or resulting, directly or indirectly, from any liability pertaining, directly or indirectly, to any assumed liability pursuant to Section 1.3 hereof or from any misrepresentation by or breach of any representation, warranty, covenant, agreement term or condition by the Purchaser contained herein. (b) Except as to any Damages arising out of or resulting from any liability assumed pursuant to Section 1.3 hereof or pursuant to Article 13 relating to the Severance Payments, which provisions shall survive until they are fulfilled, the Seller must assert in connection with writing any claim for indemnification under this Section 9.3 within twenty-four (i24) months of the Closing Date. (c) The Seller agrees to give prompt notice to the Purchaser of the assertion of any breach ofclaim, or inaccuracy inthe commencement of any action or proceeding, any representation or warranty made by Purchaser contained in this Agreement (for the avoidance respect of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, which indemnity may be sought hereunder. The delay in or failure to performgive such notice, any covenants however, shall relieve the Purchaser of its obligations hereunder only to the extent that the Purchaser has been prejudiced by such delay or agreements madefailure. The Purchaser shall have the right to, and to be performed prior to shall at the Closingrequest of the Seller, by Purchaser in this Agreementassume the defence of any such suit, provided that, the action or proceeding at its own expense. (d) The Purchaser shall not be liable to Indemnitee under this Section 9.3 for indemnification under Section 11.3: (i) until the aggregate amount any settlement or compromise effected without its consent of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basketany claim, litigation or proceeding in respect of which event Purchaser shall indemnity may be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Pricesought hereunder. (be) Effective as of the Closing, the The Purchaser shall indemnify not compromise or settle or cause a compromise or settlement of any Indemnitee for claim, litigation or proceeding in respect of which indemnity may be sought hereunder which would require the Seller to admit any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold liability or pay any Tax in accordance with amount without the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end prior written consent of the Closing Date for any tax period that includes (but does not end on) Seller, which consent shall be at the Closing Date; (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect theretoSeller's sole discretion.

Indemnification by the Purchaser. (a) Effective as of the ClosingParent and its Affiliates, the Purchaser shall indemnify and hold harmless Warrantorsofficers, Sellers and their respective Representativesdirectors, employees, agents, successors and assigns (each, each a “Indemnitee”"Parent Indemnified Party") against shall be indemnified and held harmless by the Purchaser for any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing (collectively, “Losses”) actually incurred or suffered by such Indemnitee as a result of, all Losses arising out of or in connection with resulting from: (i) any the breach of, or inaccuracy in, of any representation or warranty made by Purchaser and Merger Sub contained in this Agreement the Acquisition Documents (which, for the avoidance of doubtpurposes hereof, including any lawsuits based on any conducts prior to this Agreementshall include the bring down thereof included in the certificate referenced in Section 7.2(a)); and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; andor (ii) on an aggregate cumulative basis the breach of any covenant or agreement by Purchaser and Merger Sub contained in excess the Acquisition Documents; or (iii) any liability resulting from the exercise of any Company Option after the Effective Time or the treatment of Company Options or the amendment of the Purchase PriceCompany Option Plan pursuant to Section 1.6(b) hereof. For the purposes of determining whether there has been a breach of any representation or warranty made by Purchaser and Merger Sub, all "Material Adverse Effect" qualifications and other qualifications based on the word material or similar phrases shall be disregarded and all qualifications based on "knowledge" other than in the case of threatened litigation or governmental proceedings shall also be disregarded. To the extent that the undertakings of Purchaser set forth in this Section 9.5 may be unenforceable, Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable law to the payment and satisfaction of all Losses incurred by Parent. (b) Effective as A Parent Indemnified Party shall give Purchaser notice of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as matter which a result Parent Indemnified Party has determined has given or could give rise to a right of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(bAgreement, within sixty (60) days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations and Liabilities of the Purchaser under this Article IX with respect to Losses arising from Third Party Claims shall be governed by and contingent upon the following additional terms and conditions: if a Parent Indemnified Party shall receive notice of any Third Party Claim, the Parent Indemnified Party shall give Purchaser notice of such Third Party Claim within thirty (30) days of the receipt by the Parent Indemnified Party of such notice; provided, however, that the failure to provide such notice shall not be release Purchaser from any of its obligations under this Article IX except to the extent Purchaser is materially prejudiced by such failure and shall not relieve Purchaser from any other obligation or be otherwise subject Liability that it may have to any disclosure Parent Indemnified Party otherwise than under this Article IX. If Purchaser acknowledges in writing its obligation to indemnify the Parent Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then Purchaser shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Parent Indemnified Party within ten (10) days of the receipt of such notice from the Parent Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the Disclosure Schedule judgment of the Parent Indemnified Party, in its sole and absolute discretion, for the same counsel to represent both the Parent Indemnified Party and Purchaser, then the Parent Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Parent Indemnified Party determines counsel is required, at the expense of Purchaser. In the event Purchaser exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Parent Indemnified Party shall cooperate with Purchaser in such defense and make available to the Purchaser, at the Purchaser's expense, all witnesses, pertinent records, materials and information in the Parent Indemnified Party's possession or otherwise) under the Parent Indemnified Party's control relating thereto as is reasonably required by Purchaser. Similarly, in the event the Parent Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Purchaser shall cooperate with the Parent Indemnified Party in such defense and shall apply regardless make available to the Parent Indemnified Party, at Purchaser's expense, all such witnesses, records, materials and information in Purchaser's possession or under Purchaser's control relating thereto as is reasonably required by the Parent Indemnified Party. No such Third Party Claim may be settled by Purchaser without the prior written consent of whether the Indemnitee have any actual or constructive knowledge with respect theretoParent Indemnified Party.

Indemnification by the Purchaser. (a1) Effective as of The Purchaser hereby indemnifies the ClosingSeller against and agrees to hold it harmless from any and all damage, the Purchaser shall indemnify and hold harmless Warrantorsloss, Sellers and their respective Representativesliability, successors and assigns expense (eachincluding, a “Indemnitee”) against any losseswithout limitation, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable out-of-pocket expenses of investigation and defense of reasonable attorneys fees and expenses in connection with any of action, suit or proceeding brought against or involving the foregoing (collectively, “Losses”Seller) actually and cost incurred or suffered by such Indemnitee as a result ofthe Seller (collectively, arising out of or in connection with (i"Indemnified Amounts") any breach of, or inaccuracy in, any representation or warranty made by Purchaser contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Price. (b) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control any misrepresentation or contractual control) failure breach of warranty, covenant or agreement made or to withhold be performed by the Purchaser pursuant to this Agreement or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any and all exercise of the Rights by Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification agreements and indemnities of the Purchaser contained herein shall be cumulative, except that the Seller shall not recover more than once for the same Indemnified Amount. (2) The Seller agrees to give notice to the Purchaser promptly after learning of the assertion of any claim, or the commencement of any suit, action or proceeding, in respect of which indemnity may be sought hereunder; provided, however, that the failure of the Seller to give such notice shall not constitute a waiver of its rights hereunder in respect of the claim, suit, action or proceeding with respect to which such notice was required to have been given hereunder. (3) The Purchaser shall not be liable under this Section 11.3(b6.3 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought. (4) The amount required to be paid to the Seller by the Purchaser for any Indemnified Amounts hereunder shall be paid not be prejudiced later than thirty (30) days after receipt by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) Purchaser of written notice from the Seller, stating that such Indemnified Amounts have been incurred and shall apply regardless the amount thereof and of whether the Indemnitee have any actual or constructive knowledge with respect theretorelated indemnity payment.

Indemnification by the Purchaser. (a) Effective as of the ClosingThe Purchaser agrees to indemnify each Seller, the Purchaser shall indemnify and hold harmless Warrantors, Sellers its Affiliates and their respective RepresentativesRepresentatives (collectively, successors and assigns (each, a the “IndemniteeSeller Indemnitees”) against any from, all costs, losses, Liabilitiesliabilities, damages, liensor expenses of any kind or nature whatsoever, penaltiesand hold each of them harmless against, costs any and expensesall actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever (including the reasonable advisor’s fees and disbursements of counsel and all other reasonable expenses of investigation and defense of incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of the foregoing (collectivelythem), “Losses”) actually incurred whether or suffered by such Indemnitee not involving a third-party Claim, as a result of, arising out of or in connection with (i) any breach of, or inaccuracy inin any way related to the breach of any of the representations, warranties or covenants of the Purchaser contained herein; provided that such Claim for indemnification relating to a breach of any representation or warranty is made by Purchaser contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closingthird anniversary of the Closing Date; provided, by further, that for purposes of determining when a Claim for indemnification has been made, the date upon which a Seller Indemnitee shall have given notice (stating in reasonable detail the basis of the Claim for indemnification) to the Purchaser in this Agreementshall constitute the date upon which such Claim has been made; provided, provided thatfurther, that the aggregate liability of the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until greater in amount than the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on Purchase Price paid to the Basket, in which event Purchaser Sellers. No Seller Indemnitee shall be liable entitled to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Price. (b) Effective as of the Closingrecover special, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of indirect, exemplary, lost profits, speculative or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification punitive damages under this Section 11.3(b) 4.2; provided, however, that such limitation shall not be prejudiced by or be otherwise subject prevent any Seller Indemnitee from recovering under this Section 4.2 for any such damages to any disclosure (the extent that such damages are in the Disclosure Schedule form of diminution in value or otherwise) and shall apply regardless of whether the Indemnitee have are payable to a third party in connection with any actual or constructive knowledge with respect theretothird-party Claims.

Indemnification by the Purchaser. (a) Effective as of the Closing, the The Purchaser shall indemnify and hold harmless Warrantors, the Sellers and each of their respective Representativesagents and representatives, and the successors and assigns (each, a “Indemnitee”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any each of the foregoing (collectivelythe “Seller Indemnified Parties”), “Losses”) actually from and against any Loss incurred or suffered by such Indemnitee Seller Indemnified Party as a result of or arising from: (i) a breach of, untruth of or inaccuracy in any representation or warranty made by or on behalf of the Purchaser in this Agreement or any schedule, certificate, instrument or other document delivered pursuant hereto or thereto; (ii) a failure by the Purchaser to perform or comply with any covenant set forth in Article VII on the part of the Purchaser; and (iii) any obligations arising with respect to a Purchased Asset from and after the Closing Date, and any Assumed Liability; (iv) a failure by the Manager under the Management Agreement or the Lessor under the Facility Lease to meet their obligations under their respective agreements; and (v) a failure by the Guarantor to meet its obligations under this Agreement, the Management Agreement or the Facility Lease. (b) Notwithstanding Section 11.3(a), the Purchaser shall not have any obligation to indemnify the Seller Indemnified Parties from and against any Loss under clause (i) or (ii) of Section 11.3(a) unless and until such claim or claims for all such Losses exceeds an amount equal to the Indemnification Threshold; provided, however, that such Indemnification Threshold shall not apply to any Loss as a result of, arising out of from or in connection with (iwith, the Purchaser’s payment obligations arising under Section 7.2(b) any breach ofor Section 10.5. Subject to the immediately preceding sentence, once the Indemnification Threshold is reached, the Seller Indemnified Parties may seek indemnification from the first dollar of all such Losses incurred or inaccuracy in, any representation or warranty made by Purchaser suffered up to an amount equal to the Indemnification Cap pursuant to the procedures contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase PriceArticle XI. (b) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect thereto.

Indemnification by the Purchaser. (a) Effective as of the ClosingThe Purchaser agrees, the Purchaser shall indemnify and hold harmless Warrantors, Sellers and their respective Representatives, successors and assigns (each, a “Indemnitee”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing (collectively, “Losses”) actually incurred or suffered by such Indemnitee as a result of, arising out of or in connection with (i) any breach of, or inaccuracy in, any representation or warranty made by Purchaser contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior subject to the Closing, by Purchaser in other terms and conditions of this Agreement, provided that, to indemnify the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until Seller against and hold the aggregate amount Seller harmless from all liabilities of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable and damages to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Price. (b) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or Seller arising out of (i) Purchaser’s and its subsidiaries’ (through equity control the material breach of any representation, warranty, covenant or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end agreement of the Closing Date Purchaser herein (other than Article VII, it being understood that the sole remedy for any tax period that includes (but does not end on) the Closing Date; breach thereof shall be pursuant to Article VII), (ii) any the conduct of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before Business by the Purchaser following the Closing Date; and (iii) Purchaser’s any and its subsidiaries’ all claims against the Seller brought by any current or former employee of the Purchaser that relate to such employee's terms and conditions of employment arising under any federal, state or local law, ordinance or regulation or under common law. Anything in Section 9.01 to the contrary notwithstanding, no claim may be asserted nor may any action be commenced against the Purchaser for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or action is received by the Purchaser describing in detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or action is based ceases to survive as set forth in Section 9.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date. (through equity control b) No claim may be made against the Purchaser for indemnification pursuant to Section 9.02(a) with respect to any item of liability or contractual controldamage, unless the aggregate of all such liabilities and damages of the Seller with respect to Section 9.02(a) failure shall exceed an amount equal to timely obtain $300,000, and the Purchaser shall only be required to pay or be liable for the amount of any Consent from any competent Governmental Authority such liabilities and damages in accordance with applicable Laws before the Closing Dateexcess of $300,000. The indemnification under this Section 11.3(b) Seller shall not be prejudiced by or be otherwise subject indemnified pursuant to Section 9.02(a) with respect to any disclosure individual item of liability or damage if the aggregate of all liabilities and damages of the Seller for which the Seller has received indemnification pursuant to Section 9.02(a) shall have exceeded an amount equal to 10% of the Purchase Price. For the purposes of this Section 9.02(b), in computing such individual or aggregate amounts of claims, the amount of each claim shall be deemed to be an amount (in i) net of any Tax benefit to the Disclosure Schedule Seller or otherwiseany affiliate thereof and (ii) net of any insurance proceeds and shall apply regardless of whether any indemnity, contribution or other similar payment recoverable by the Indemnitee have Seller or any actual or constructive knowledge affiliate from any third party with respect thereto. (c) Payments by the Purchaser pursuant to Section 9.02(a) shall be limited to the amount of any liability or damage that remains after deducting therefrom any Tax benefit to the Seller or any affiliate thereof and any insurance proceeds and any indemnity, contribution or other similar payment recoverable by the Seller from any third party with respect thereto. A Tax benefit will be considered to be recognized by the Seller for purposes of this Section 9.02 in the tax period in which the indemnity payment occurs, and the amount of the Tax benefit shall be determined by assuming that the Seller is in the maximum applicable statutory tax bracket after any deductions or other allowances reportable with respect to a payment hereunder. (d) The Seller agrees to give the Purchaser prompt written notice of any claim, assertion, event or proceeding by or in respect of a third party of which it has knowledge concerning any liability or damage as to which it may request indemnification hereunder. The Purchaser 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 Purchaser elects to assume the defense of any such claim or proceeding, the Seller may participate in such defense, but in such case the expenses of the Seller shall be paid by the Seller. The Seller shall provide the Purchaser 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 Purchaser in the defense or settlement thereof, and the Purchaser shall reimburse the Seller for all its reasonable out-of-pocket expenses in connection therewith. If the Purchaser elects to direct the defense of any such claim or proceeding, the Seller shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability, unless the Purchaser consents in writing to such payment or unless the Purchaser, subject to the last sentence of this Section 9.02(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 Purchaser is entered against the Seller for such liability. If the Purchaser shall fail to defend, or if, after commencing or undertaking any such defense, the Purchaser fails to prosecute or withdraws from such defense, the Seller shall have the right to undertake the defense or settlement thereof, at the Purchaser's expense. If the Seller assumes the defense of any such claim or proceeding pursuant to this Section 9.02(d) and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo appeal with respect thereto, then the Seller shall give the Purchaser prompt written notice thereof and the Purchaser shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding. (e) Anything in this Article IX to the contrary notwithstanding, the Purchaser shall have no obligation under this Article IX to indemnify the Seller with respect to any matter that was the subject of a dispute with respect to the Closing Balance Sheet pursuant to the terms of Section 2.02(b) but did not result in an adjustment to the Purchase Price pursuant to Section 2.02(b). Any such matter shall be disregarded for all purposes of this Section 9.02. (f) Except as set forth in this Agreement, the Purchaser is not making any representation, warranty, covenant or agreement with respect to the matters contained herein. (g) The Seller hereby acknowledges and agrees that its sole and exclusive remedy with respect to any and all claims relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this Article IX and in Article VII. In furtherance of the foregoing, the Seller hereby waives, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action it may have against the Purchaser arising under or based upon any Federal, state or local statute, law, ordinance, rule or regulation (including any such rights, claims or causes of action arising under or based upon common law or otherwise). (h) The Purchaser shall have no liability under any provision of this Agreement for any liabilities and damages to the extent that such liabilities and damages relate to actions taken by the Seller or any of its affiliates after the Closing Date, and in no event shall the Purchaser be liability for consequential damages. The Seller shall take all reasonable steps to mitigate all such liabilities and damages upon and after becoming aware of any event which could reasonably be expected to give rise to such liabilities and damages.

Indemnification by the Purchaser. (a) Effective as 9.3.1 Subject to the terms and conditions of the Closingthis Article IX, the Purchaser shall indemnify will indemnify, defend and hold harmless Warrantorsthe Sellers, Sellers their Affiliates and their respective Representativesofficers, successors directors, managers, shareholders, members, partners, employees, representatives and assigns agents (eachcollectively, a the “IndemniteeSeller Indemnified Parties”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing (collectively, “Losses”) all Damages actually incurred or suffered by such Indemnitee as a result of, arising out of or in connection with the Seller Indemnified Parties to the extent resulting from (ia) any breach of, or inaccuracy in, failure of any representation or warranty made by the Purchaser contained in this Agreement or any certificate delivered pursuant to this Agreement to be true and correct as of the date hereof and as of the Closing and (for b) any breach of any covenant or agreement required to be performed by the avoidance of doubt, including any lawsuits based on any conducts prior Purchaser pursuant to this Agreement); and (ii. 9.3.2 The Seller Indemnified Parties shall have no right to recover any amounts pursuant to Section 9.3.1(a) any breach unless on or violation ofbefore the Survival Date, or failure to perform, any covenants or agreements made, and to be performed prior the Sellers’ Representative notifies the Purchaser in writing of a claim specifying the factual basis of that claim in reasonable detail to the Closing, extent then known by Purchaser the Sellers’ Representative. Notwithstanding anything contained in this Agreement, provided that, the Seller Indemnified Parties shall have no right to recover any amounts pursuant to Section 9.3.1(b) unless the Sellers’ Representative notifies the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until in writing of a claim specifying the aggregate amount factual basis of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, that claim in which event Purchaser shall be liable reasonable detail to the full extent of such Losses and not only then known by the excess of the Basket; and Sellers’ Representative as follows: (iia) on an aggregate cumulative basis with respect to any covenant or agreement required to be performed in excess of the Purchase Price. (b) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending this Agreement on or before the Closing Date Closing, such claim is delivered within six (6) months after the Closing, and (b) with respect to any such covenant required to be performed in this Agreement after the portion through Closing, such claim is delivered within ninety (90) days after the end expiration of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any applicable statute of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect theretolimitations.

Indemnification by the Purchaser. Except as otherwise provided in this Article VIII, the Purchaser agrees to and shall defend, indemnify and hold harmless the Seller from and against, and shall reimburse the Seller for, each and every Loss, relating to, resulting from or arising out of, or any allegation by any third party of, the following: (a) Effective as any inaccuracy in any representation or warranty of the Purchaser under this Agreement or the certificate to be delivered pursuant to Section 6.3(c); (b) any breach or nonfulfillment of any covenant, agreement or other obligation of the Purchaser under this Agreement or any Transaction Document; or (c) without limiting the Seller's obligations under Section 8.1, any liabilities arising out of the operation of the Company's business after the Closing, including, without limitation, any liabilities under the operating leases transferred to the Company pursuant to Section 4.3(b). With respect to matters not involving Proceedings brought or asserted by third parties, within ten days after notification from the Seller supported by reasonable documentation setting forth the nature of the circumstances entitling such party to indemnity hereunder, the Purchaser, at no cost or expense to such party shall diligently commence resolution of such matters in a manner reasonably acceptable to such party and shall diligently and timely prosecute such resolution to completion. If the Purchaser, within ten days after notice, fails to diligently commence resolution of such matters in a manner reasonably acceptable to such party, that party shall have the right to undertake the resolution of such matters at the expense of the Purchaser. With respect to those claims that may be satisfied by payment of a liquidated sum of money, the Purchaser shall indemnify and hold harmless Warrantors, Sellers and their respective Representatives, successors and assigns (each, a “Indemnitee”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including pay the amount so claimed to the extent supported by reasonable advisor’s fees and other reasonable expenses documentation within 15 days of investigation and defense of any of such resolution. If the foregoing (collectively, “Losses”) actually incurred or suffered by such Indemnitee as a result of, arising out of or Purchaser disputes its liability in connection with (i) such claim, it shall pay any breach of, or inaccuracy in, any representation or warranty made by Purchaser contained in this Agreement (for the avoidance undisputed part of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements madesuch liability, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the Purchaser and the party seeking indemnity shall not be liable have 30 days to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of resolve any remaining dispute. If the Purchase Price. (b) Effective as of the Closingand such party are unable to resolve such dispute within 30 days, the Purchaser they shall indemnify any Indemnitee for any Loss suffered by submit such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure dispute to withhold or pay any Tax non- binding mediation in accordance with the applicable Laws for all tax periods ending on procedure set forth in Section 8.2. If litigation or before any other Proceeding is commenced between the Closing Date Purchaser and the portion through Seller, the end of prevailing party in such litigation or other Proceeding shall be entitled to recover all reasonable costs and expenses incurred in connection with such litigation or other Proceeding, including, without limitation, attorneys' fees. If litigation or any other Proceeding is commenced or threatened by any third party for which the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure Seller is entitled to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) 8.3, the provisions of Section 8.4 shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect theretocontrol.

Indemnification by the Purchaser. (a) Effective as of the Closing, the The Purchaser shall hereby agrees to indemnify and hold harmless Warrantorsthe Seller from and against, Sellers and their respective Representativesto reimburse the Seller for, successors any and assigns all Losses that result from: (each, a “Indemnitee”a) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense Any inaccuracy in or breach of any representation and warranty, or any breach or nonfulfillment of any covenant or agreement of the foregoing (collectively, “Losses”) actually incurred or suffered by such Indemnitee as a result of, arising out of Purchaser contained in this Agreement or in connection with (i) any breach ofcertificate, document, or inaccuracy ininstrument delivered to the Seller under this Agreement; and (b) The operation or ownership of the Intermittent Testing Business and the Acquired Assets from and after the Closing including any liabilities arising under the Licenses or the Assumed Contracts that relate to events occurring from and after the Closing Date, any except to the extent such Losses result from or arise from breach of a representation or warranty made by Purchaser the Seller or a breach of a covenant of the Seller contained in this Agreement Agreement. The Purchaser will be liable to the Seller for any Losses (for i) only if the avoidance Seller delivers to the Purchaser written notice, setting forth in reasonable detail the identity, nature and amount of doubt, including any lawsuits based Losses related to such claim or claims on any conducts or prior to this Agreement); the 270/th/ day after the Closing Date and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until only if the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket$52,000, in which event case the Purchaser shall will be liable obligated to indemnify the full extent Seller, it being understood that once such amount is exceeded, the Seller will be entitled to receive the aggregate of all such claims from the first dollar of Losses. Except for fraud, for which liability will be unlimited, the Purchaser will not be required to pay the Seller for aggregate Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase PriceEscrow Consideration (as such amount will be adjusted pursuant to Section 5.6). (b) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect thereto.

Indemnification by the Purchaser. (a) Effective as of From and after the Closing, the Purchaser shall indemnify Seller and hold harmless Warrantorsits Affiliates, Sellers and their respective Representativesofficers, directors, employees, agents, successors and assigns (each, each a “Indemnitee”"Seller Indemnified Party") shall be indemnified and held harmless by the Purchaser for and against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing (collectively, “all Losses”) actually incurred or suffered by such Indemnitee as a result of, arising out of or in connection with resulting from: (ia) any the breach of, or inaccuracy in, of any representation or warranty made by the Purchaser contained in this Agreement (for it being understood that any representation and warranty made by the avoidance Purchaser in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to "materiality" (including the word "material" set forth therein)); (b) the breach of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach covenant or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to agreement by the Closing, by Purchaser in this Agreement, provided that; (c) the Purchaser's ownership or operation of the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser's responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser's undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall not be liable contribute the maximum amount that it is permitted to Indemnitee for indemnification contribute under Section 11.3: (i) until applicable Law to the aggregate amount payment and satisfaction of all Losses requiring indemnification under Section 11.3(a) exceeds on incurred by the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase PriceSeller Indemnified Parties. (b) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect thereto.

Indemnification by the Purchaser. (a) Effective as Subject to the other provisions of the Closingthis Article VII, the Purchaser shall indemnify indemnify, defend and hold harmless Warrantorsthe Seller and its Affiliates, Sellers the representatives and their respective Representativesagents thereof, and each of the successors and permitted assigns (each, a “Indemnitee”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing (collectively, “Losses”) actually incurred or the "SELLER INDEMNIFIED PARTIES"), from and against any Damages suffered by such Indemnitee as a result ofthe Seller Indemnified Parties resulting from, arising out of of, relating to or in connection incurred with respect to: (i) any breach of, of or inaccuracy in, in any representation or warranty made by of the Purchaser contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess any breach of any covenant or agreement of the Purchase PricePurchaser contained in this Agreement. Notwithstanding anything in this Agreement to the contrary, it is hereby understood that for purposes of this Section 7.3, all materiality exceptions and qualifications set forth in any representation or warranty of the Purchaser contained in this Agreement shall be disregarded. The foregoing matters for which the Purchaser has an indemnification obligation under this Section 7.3(a) are collectively referred to herein as "PURCHASER INDEMNIFIED MATTERS". (b) Effective as The Purchaser shall not be required to pay any amount of indemnification pursuant to Section 7.3(a)(i) until the Closingaggregate dollar amount of all Damages that would otherwise be indemnifiable pursuant to Section 7.3(a)(i) exceeds five hundred thousand dollars ($500,000) ("PURCHASER'S DEDUCTIBLE AMOUNT"), at which point the Purchaser shall indemnify any Indemnitee for any Loss suffered by the Seller Indemnified Parties only as to the amount of such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax Damages in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end excess of the Closing Date for Purchaser's Deductible Amount. Notwithstanding the foregoing, the limitations in this Section 7.3(b) shall not apply with respect to any tax period that includes (but does not end on) the Closing Date; (ii) breach or inaccuracy in any of the Purchaser’s PRC subsidiaries’ (through equity control representations and warranties set forth in Sections 4.1 and 4.3, and Damages indemnified hereunder in respect of claims made by Seller Indemnified Parties with respect to breaches or contractual control) failure to comply with any applicable Laws inaccuracies in relation to employment, including without limitation any non-payment the representations or underpayment warranties set forth in such sections shall be disregarded for purposes of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under first sentence of this Section 11.3(b7.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of determining whether the Indemnitee have any actual or constructive knowledge with respect theretoaggregate Damages exceed Purchaser's Deductible Amount as described above.

Indemnification by the Purchaser. (a) Effective as of As from the ClosingClosing Date, the Purchaser shall indemnify and hold harmless Warrantors, Sellers (freistellen) the Seller and their respective Representatives, successors and assigns (each, a “Indemnitee”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of its managing directors from any liability it may have vis-à-vis any Company or any Subsidiary the foregoing legal basis of which has arisen from events occurring in connection with the operation of the Wirtgen Business in the period ending on (collectivelyand including) the Closing Date, “Losses”) actually incurred or suffered by such Indemnitee as unless expressly set forth otherwise in this Agreement. This shall apply in particular to any possible liability of the Seller and/or a result of, arising out managing director of the Seller based on or in connection with the Seller’s former shareholdings in any Company or such individual’s role as a (imanaging) any breach ofdirector or board member or advisory board member or member of a similar corporate body of a Company or a Subsidiary (in case such liability or a similar liability, comparable claims or inaccuracy in, any representation or warranty made by Purchaser contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior other availments are threatening to the Closing, by Purchaser in this Agreement, provided thatSeller and/or a managing director of the Seller, the Purchaser will procure that the Seller or the managing director, respectively, is promptly informed thereof; in this case, § 14(2)d) above shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Priceapply accordingly). (b) Effective as of If, after the ClosingClosing Date, a third party raises a claim against the Seller which is based on or connected to a legal relationship between such third party and any Company or any Subsidiary, the Purchaser shall indemnify and hold harmless (freistellen) the Seller from and against any Indemnitee for such claim as well as any Loss suffered reasonable costs and expenses incurred in connection therewith, unless otherwise set forth in this Agreement. The Parties agree by such Indemnitee as way of a result third party beneficiary contract (echter Vertrag zugunsten Dritter) within the meaning of or arising out section 328 BGB that sentence 1 shall apply mutatis mutandis in the event that a claim is raised against a managing director of the Seller. c) As between the Seller and the Purchaser (i) Purchaser’s m Innenverhältnis), from the Closing Date the Purchaser will assume the obligations of the Seller under the contracts and its subsidiaries’ (through equity control liabilities which are sold as part of the Sold Assets. In this respect, from the Closing Date the Purchaser will indemnify and hold harmless the Seller from all liabilities under the sold contracts and liabilities relating to the period after the Effective Date. In case the consent of a third party or contractual control) failure to withhold a creditor of a sold contract or pay any Tax a sold liability, respectively, cannot be obtained by the Seller in accordance with § 2(4)e) above until the applicable Laws Closing Date, the Seller will inform the Purchaser hereof without undue delay. In this case, the Parties will treat one another economically in such way, as if the consent had been obtained. At the Purchaser’s choice, the Seller will in this case, to the extent legally possible, terminate an affected agreement (e.g. by giving notice). Until a potential termination of the affected contract becomes effective, the Seller will continue acting as contractual party for the account of (für Rechnung) and according to any corresponding instructions given by the Purchaser. To the extent necessary and permitted under the affected contract, the Seller and the Purchaser will conclude a sub-agreement regarding the performance of the respective affected contract or, as the case may be and at the Purchaser’s choice, the Purchaser will provide the Seller free of cost with the personnel required for the performance of the affected contract. Furthermore, the Purchaser will reimburse the Seller for all tax periods ending on further reasonable costs which accrue to the Seller from the performance and/or the termination of the affected contract or before liability. Unless otherwise agreed between the Purchaser and the Seller or unless a termination of an affected contract has occurred, the Seller will continue also after the Closing Date and to use best efforts to ensure that any relevant third party consents required for the portion through the end valid transfer of the Closing Date for any tax period that includes (but does not end on) relevant sold contract from the Closing Date; (ii) any of Seller to the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect theretoPurchaser is being obtained as soon as possible.

Indemnification by the Purchaser. In connection with any Registration Statement in which a Purchaser is participating, each such Purchaser agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in subsection subsection (ad)(i) Effective as above, the Company, each of its directors, each of its officers who signs the Registration Statement, each of the ClosingCompany’s agents or representatives, and each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each an “Company Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written information furnished to the Company by such Purchaser shall indemnify and hold harmless Warrantorsspecifically for use in connection with such Registration Statement; and, Sellers and their respective Representativessubject to subsection (d)(iv) below, successors and assigns (each, a “Indemnitee”) against such Purchaser will reimburse any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and legal or other reasonable expenses of investigation and defense of any of the foregoing (collectively, “Losses”) actually incurred or suffered by such Indemnitee as a result of, arising out of or them in connection with (i) investigating or defending any breach ofsuch Claim; provided, or inaccuracy inhowever, any representation or warranty made by Purchaser that the indemnity agreement contained in this Agreement subsection (for d)(ii) and the avoidance agreement with respect to contribution set forth below shall not apply to amounts paid in settlement of doubtany Claim if such settlement is effected without the prior written consent of such Purchaser, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the Purchaser which consent shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until unreasonably withheld; provided, further, however, that the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable under this subsection (d)(ii) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the Purchase Price. (b) Effective as of the Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee Investor as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end sale of the Closing Date for Purchased Shares pursuant to the Registration Statement giving rise to such liability. Such indemnity shall remain in full force and effect regardless of any tax period that includes (but does not end on) investigation made by or on behalf of such Company Indemnified Party and shall survive the Closing Date; (ii) any transfer of the Purchaser’s PRC subsidiaries’ Registrable Securities by the Investors pursuant to this Agreement. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this subsection (through equity control or contractual controld)(ii) failure with respect to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) prospectus shall not be prejudiced by inure to the benefit of any Company Indemnified Party if the untrue statement or be otherwise subject to any disclosure (omission of material fact contained in the Disclosure Schedule prospectus was corrected on a timely basis in the prospectus, as then amended or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect theretosupplemented.

Indemnification by the Purchaser. (a) Effective as Seller and each of the Closingits Affiliates, the Purchaser shall indemnify and hold harmless Warrantorsofficers, Sellers and their respective Representativesdirectors, employees, agents, successors and assigns (each, each a “Indemnitee”"Seller Indemnified Party") against shall be indemnified and held harmless by the Purchaser for any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing (collectively, “all Losses”) actually incurred or suffered by such Indemnitee as a result of, arising out of or in connection with resulting from: (i) any the breach of, or inaccuracy in, of any representation or warranty made by the Purchaser contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement)Acquisition Documents; and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by Purchaser in this Agreement, provided that, the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be liable to the full extent of such Losses and not only the excess of the Basket; andor (ii) on an aggregate cumulative basis the breach of any covenant or agreement by the Purchaser contained in excess of the Purchase PriceAcquisition Documents. (b) Effective as A Seller Indemnified Party shall give the Purchaser notice of any matter which a Seller Indemnified Party has determined has given rise to a right of indemnification under this Agreement, within 60 days of such determination, stating the amount of the ClosingLoss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Purchaser from any of its obligations under this Article VII except to the extent that the Purchaser is materially prejudiced by such failure. The obligations and Liabilities of the Purchaser under this Article VII with respect to Third Party Claims shall be governed by and contingent upon the following additional terms and conditions: if a Seller Indemnified Party shall receive notice of any Third Party Claim, the Seller Indemnified Party shall give the Purchaser notice of such Third Party Claim within 30 days of the receipt by the Seller Indemnified Party of such notice; provided, however, that the failure to provide such notice (i) shall not release the Purchaser from any of its obligations under this Article VII except to the extent the Purchaser is materially prejudiced by such failure and (ii) shall not relieve the Purchaser from any other obligation or liability that it may have to any Seller Indemnified Party otherwise than under this Article VII. If the Purchaser actively and diligently pursues the defense of such Third Party Claim and if such Third Party Claim does not involve a claim for equitable relief (other than claims for equitable relief that are incidental to and cannot be separated from a primary claim for damages), then the Purchaser shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Seller Indemnified Party within fifteen days of the receipt of such notice from the Seller Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Seller Indemnified Party for the same counsel to represent both the Seller Indemnified Party and the Purchaser, then the Seller Indemnified Party shall be entitled to retain one outside counsel at the expense of the Purchaser. In the event that the Purchaser exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Seller Indemnified Party shall cooperate with the Purchaser in such defense and make available to the Purchaser, at the Purchaser's expense, all witnesses, pertinent records, materials and information in the Seller Indemnified Party's possession or under the Seller Indemnified Party's control relating thereto as is reasonably required by the Purchaser. Similarly, in the event the Seller Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in accordance cooperate with the applicable Laws for Seller Indemnified Party in such defense and make available to the Seller Indemnified Party, at the Purchaser's expense, all tax periods ending on such witnesses, records, materials and information in the Purchaser's possession or before under the Closing Date and Purchaser's control relating thereto as is reasonably required by the portion through Seller Indemnified Party. No such Third Party Claim may be settled by the end Purchaser without the written consent of the Closing Date Seller Indemnified Party unless such Third Party Claim is settled for any tax period that money damages and includes (but does not end on) the Closing Date; (ii) any a release of the Purchaser’s PRC subsidiaries’ (through equity control or contractual control) failure to comply Seller Indemnified Party in connection with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of Social Insurances before the Closing Date; and (iii) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from any competent Governmental Authority in accordance with applicable Laws before the Closing Date. The indemnification under this Section 11.3(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Indemnitee have any actual or constructive knowledge with respect theretosuch Third Party Claim.