Common use of Indemnification by the Seller Parties Clause in Contracts

Indemnification by the Seller Parties. From and after the Closing and subject to Section 11.1, the Seller Parties agree jointly and severally to indemnify and hold harmless each Buyer Group Member from and against, and to reimburse each Buyer Group Member with respect to, any and all Losses and Expenses imposed upon, or incurred or suffered by, such Buyer Group Member as a result of or arising out of: (i) any breach by any of the Seller Parties of, or any other failure of any of the Seller Parties to perform, any of their covenants, agreements or obligations pursuant to this Agreement; (ii) any inaccuracy of any representation or warranty of any of the Seller Parties contained in this Agreement or any certificate delivered by or on behalf of the Seller Parties pursuant hereto (in each case, for all purposes of this Article IX, disregarding any “material,” “Material Adverse Effect” or similar qualifiers therein, it being agreed that, except for Schedules 3.5, 3.6, 3.8(c), 3.15, 3.16, 3.17 and 3.19, the completeness of schedules referred to in any representation or warranty shall not be determined by disregarding such terms); (iii) the Excluded Liabilities, the Excluded Assets and, except for claims in respect of which the Buyer is obligated to indemnify the Seller Group Members pursuant to Section 9.2, the Seller Parties’, LIN’s and their respective Affiliates’ operation of the Business and/or the ownership and/or use of the Purchased Assets prior to the Closing Date; or (iv) the failure of LIN or any of its Affiliates to have (i) operated and carried on the Business in all material respects in the ordinary course of the Business in accordance with Section 5.4(a), and (ii) complied with the restrictions set forth in Section 5.4(b), subject to the exceptions set forth in clauses (w) – (z) of the introductory sentence of Section 5.4(b); provided, however, that, except with respect to their Fundamental Representations (other than Section 3.11 and the second sentence of Section 3.9(a)) and the representations and warranties set forth in Section 3.6, the Seller Parties shall not be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 with respect to Losses and Expenses imposed upon, or incurred or suffered by, the Buyer Group Members until, and then only to the extent that, the aggregate amount of all such Losses and Expenses exceed one percent (1%) of the Purchase Price (the “Deductible”); and, provided, further, that the aggregate amount of Losses and Expenses that the Seller Parties shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 (except with respect to their Fundamental Representations and the representations and warranties set forth in Section 3.6) shall not exceed the Cap; and provided further, that the aggregate amount of Losses and Expenses that the Seller Parties shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 with respect to the representations and warranties set forth in Section 3.11 and the second sentence of Section 3.9(a) shall not exceed the Purchase Price. For purposes of this Agreement, the “Cap” means (a) from the Closing until the 6-month anniversary of the Closing Date, an amount equal to ten percent (10%) of the Purchase Price (the “Initial Cap”), and (b) on and from the 6-month anniversary of the Closing Date, the lesser of (x) the Initial Cap and (y) an amount equal to (I) 50% of the Initial Cap, plus (II) the amount of any claims by the Buyer Group Members for indemnification under this Agreement for which a Claim Notice has been given to the Seller Parties prior to the six-month anniversary of the Closing Date (it being understood that any claims for indemnification paid prior to the determination of the Cap from and after the six-month anniversary of the Closing shall be counted against the Cap in calculating amounts available to satisfy other claims for indemnification). Without limiting the generality of the foregoing, any indemnification claim made by any of the Buyer Group Members pursuant to clause (ii) of this Section 9.1 with respect to a representation or warranty other than a Fundamental Representation (other than Section 3.11 and the second sentence of Section 3.9(a)) or a representation or warranty set forth in Section 3.6 and involving any claim for less than $50,000 shall not be entitled to indemnification under this Section 9.1 and shall not be counted toward satisfaction of the Deductible.

Indemnification by the Seller Parties. From and after the Closing and subject to Section 11.1, the The Seller Parties agree shall, jointly and severally to severally, indemnify and hold harmless each Buyer Group Member Purchaser, its Affiliates (including, from and againstafter the First Closing, the Subject Entities and to reimburse each Buyer Group Member with respect totheir respective Subsidiaries that are directly or indirectly acquired by Purchaser (or its designee) at the First Closing and, from and after the Second Closing, the other Subject Entities and their respective Subsidiaries) and their respective successors and their respective shareholders, officers (or individuals in similar positions), directors (or individuals in similar positions), employees and agents (collectively, the “Purchaser Indemnified Parties”) from and against any and all Losses and Expenses imposed uponthat may be asserted against, or paid, suffered or incurred or suffered by, such Buyer Group Member as a result by any Purchaser Indemnified Party that arise out of or arising out ofresult from or relate to: (ia) any inaccuracy in or any breach of any representation and warranty made by any of the Seller Parties of, (or any other failure of any of the Seller Parties to perform, any of their covenants, agreements or obligations pursuant to them) in this Agreement; (iib) any inaccuracy failure by the Seller Parties (or any of them) to perform or fulfill any of their covenants or agreements under this Agreement; (c) any failure of the Seller Parties or any of their Affiliates to satisfy or perform their obligations with respect to the Ambac Funds or the Ambac Letter of Credit, including, without limitation, any failure of the Seller Parties or any of their Affiliates to maintain and keep outstanding the Ambac Letter of Credit during any period that any of them is required to do so pursuant to the terms of such obligations of the Seller Parties or any of their Affiliates with respect to the Ambac Funds; (d) any Excluded Asset or Excluded Liability; (e) Taxes of any representation Subject Entity or warranty of (to the extent allocable or attributable to any of the Seller Parties’ direct or indirect economic interest therein which is transferred pursuant to this Agreement) any of their respective Subsidiaries, in each case for all Pre-Closing Tax Periods, it being understood for the avoidance of doubt that the sole Losses for which the Seller Parties contained shall have an indemnification obligation under this Section 7.2(e) shall be the Taxes described in this Agreement Section 7.2(e) and any reasonable costs or expenses incurred in connection with an audit or other administrative or judicial proceeding with respect to such Taxes; (f) Taxes imposed on any certificate delivered by Subject Entity or on behalf (to the extent allocable or attributable to any of the Seller Parties Parties’ direct or indirect economic interest therein which is transferred pursuant hereto (in each caseto this Agreement) any of their respective Subsidiaries resulting by reason of the several liability of any Subject Entity or any of their respective Subsidiaries pursuant to Treasury Regulations § 1.1502 6 or any analogous state, for all purposes local or foreign Law or by reason of this Article IXany Subject Entity or any of their respective Subsidiaries having been a member of any consolidated, disregarding any “material,” “Material Adverse Effect” combined or similar qualifiers thereinunitary group on or prior to the First Closing Date, it being agreed that, except understood for Schedules 3.5, 3.6, 3.8(c), 3.15, 3.16, 3.17 and 3.19, the completeness avoidance of schedules referred to in any representation or warranty shall not be determined by disregarding such terms); (iii) doubt that the Excluded Liabilities, the Excluded Assets and, except sole Losses for claims in respect of which the Buyer is obligated Seller Parties shall have an indemnification obligation under this Section 7.2(f) shall be the Taxes described in this Section 7.2(f) and any reasonable costs or expenses incurred in connection with an audit or other administrative or judicial proceeding with respect to indemnify the Seller Group Members pursuant to Section 9.2, the Seller Parties’, LIN’s and their respective Affiliates’ operation of the Business and/or the ownership and/or use of the Purchased Assets prior to the Closing Datesuch Taxes; or (ivg) the failure of LIN any liability or any of its Affiliates to have (i) operated and carried obligation on the Business in all material respects in the ordinary course part of the Business in accordance with Section 5.4(a)MMA Special Limited Partner, and (ii) complied with the restrictions Inc. to indemnify any other Person pursuant to any agreement set forth in Section 5.4(bon Schedule 7.2(g), subject to the exceptions set forth in clauses (w) – (z) of the introductory sentence of Section 5.4(b); provided, however, that, except with respect to their Fundamental Representations (other than Section 3.11 and the second sentence of Section 3.9(a)) and the representations and warranties set forth in Section 3.6, the Seller Parties shall not be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 with respect to Losses and Expenses imposed upon, or incurred or suffered by, the Buyer Group Members until, and then only to the extent that, the aggregate amount of all such Losses and Expenses exceed one percent (1%) of the Purchase Price (the “Deductible”); and, provided, further, that the aggregate amount of Losses and Expenses that the Seller Parties shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 (except with respect to their Fundamental Representations and the representations and warranties set forth in Section 3.6) shall not exceed the Cap; and provided further, that the aggregate amount of Losses and Expenses that the Seller Parties shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 with respect to the representations and warranties set forth in Section 3.11 and the second sentence of Section 3.9(a) shall not exceed the Purchase Price. For purposes of this Agreement, the “Cap” means (a) from the Closing until the 6-month anniversary of the Closing Date, an amount equal to ten percent (10%) of the Purchase Price (the “Initial Cap”), and (b) on and from the 6-month anniversary of the Closing Date, the lesser of (x) the Initial Cap and (y) an amount equal to (I) 50% of the Initial Cap, plus (II) the amount of any claims by the Buyer Group Members for indemnification under this Agreement for which a Claim Notice has been given to the Seller Parties prior to the six-month anniversary of the Closing Date (it being understood that any claims for indemnification paid prior to the determination of the Cap from and after the six-month anniversary of the Closing shall be counted against the Cap in calculating amounts available to satisfy other claims for indemnification). Without limiting the generality of the foregoing, any indemnification claim made by any of the Buyer Group Members pursuant to clause (ii) of this Section 9.1 with respect to a representation or warranty other than a Fundamental Representation (other than Section 3.11 and the second sentence of Section 3.9(a)) or a representation or warranty set forth in Section 3.6 and involving any claim for less than $50,000 shall not be entitled to indemnification under this Section 9.1 and shall not be counted toward satisfaction of the Deductible.

Indemnification by the Seller Parties. From and after the Closing and subject to Section 11.1, Each of the Seller Parties agree hereby agrees and covenants, jointly and severally severally, to indemnify indemnify, defend, protect, reimburse and hold harmless Purchaser, Parent and each Buyer Group Member from of their respective officers, directors, employees, shareholders, agents, subsidiaries, representatives, successors, assigns and Affiliates (individually “Purchaser Indemnified Party” and collectively, “Purchaser Indemnified Parties”) from, against, and to reimburse each Buyer Group Member with in respect toof (a) all Liabilities, any Losses, and all Losses Proceedings, (including without limitation reasonable attorneys’ fees and Expenses imposed uponexpenses) (collectively, or incurred or suffered by“Claims”) in connection with, such Buyer Group Member as a result of resulting from or arising out of: of (i) any breach by any of the Seller Parties of, or any other failure of any of the Seller Parties to perform, any of their covenants, agreements or obligations pursuant to this Agreement; (ii) any inaccuracy alleged breach of any representation or warranty of any of the Seller Parties contained in this Agreement Sellers or any certificate delivered by or on behalf of the Seller Parties pursuant hereto (in each case, for all purposes of this Article IX, disregarding any “material,” “Material Adverse Effect” or similar qualifiers therein, it being agreed that, except for Schedules 3.5, 3.6, 3.8(c), 3.15, 3.16, 3.17 and 3.19, the completeness of schedules referred to in any representation or warranty shall not be determined by disregarding such terms); (iii) the Excluded Liabilities, the Excluded Assets and, except for claims in respect of which the Buyer is obligated to indemnify the Seller Group Members pursuant to Section 9.2, the Seller Parties’, LIN’s and their respective Affiliates’ operation of the Business and/or the ownership and/or use of the Purchased Assets prior to the Closing Date; or (iv) the failure of LIN or any of its Affiliates to have (i) operated and carried on the Business in all material respects in the ordinary course of the Business in accordance with Section 5.4(a), and (ii) complied with the restrictions set forth in Section 5.4(b), subject to the exceptions set forth in clauses (w) – (z) of the introductory sentence of Section 5.4(b); provided, however, that, except with respect to their Fundamental Representations Shareholders (other than Section 3.11 and the second sentence of Section 3.9(a)) and the representations and warranties set forth in Section 3.65) set forth in this Agreement, or any Transaction Document (excluding the Seller Parties shall not be required to indemnify and hold harmless pursuant to clause Other Documents), or any certificate or other writing delivered by the Sellers in connection herewith; (ii) any breach, nonfulfillment or noncompliance of or with any covenant or agreement on the part of the Sellers or the Shareholders set forth in this Agreement or any other Transaction Document (excluding the Other Documents), including without limitation the covenants set forth in this Section 9.1; (iii) the Retained Liabilities, (iv) any noncompliance with any Bulk-Sales Laws or fraudulent transfer law in respect of the Contemplated Transactions, (v) the conduct of the Sellers and their respective directors, officers, employees and agents while on the premises of the Purchaser pursuant to Section 8.1,; and (b) the enforcement of this Section 9.1 with respect to Losses and Expenses imposed upon, or incurred or suffered by, the Buyer Group Members until, and then only to the extent that, the aggregate amount of all such Losses and Expenses exceed one percent (1%) of the Purchase Price (the “Deductible”); and, provided, further, that the aggregate amount of Losses and Expenses that the Seller Parties shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 (except with respect to their Fundamental Representations and the representations and warranties set forth in Section 3.6) shall not exceed the Cap; and provided further, that the aggregate amount of Losses and Expenses that the Seller Parties shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 with respect to the representations and warranties set forth in Section 3.11 and the second sentence of Section 3.9(a) shall not exceed the Purchase Price. For purposes of this Agreement, the “Cap” means (a) from the Closing until the 6-month anniversary of the Closing Date, an amount equal to ten percent (10%) of the Purchase Price (the “Initial Cap”), and (b) on and from the 6-month anniversary of the Closing Date, the lesser of (x) the Initial Cap and (y) an amount equal to (I) 50% of the Initial Cap, plus (II) the amount of any claims by the Buyer Group Members for indemnification under this Agreement for which a Claim Notice has been given to the Seller Parties prior to the six-month anniversary of the Closing Date (it being understood that any claims for indemnification paid prior to the determination of the Cap from and after the six-month anniversary of the Closing shall be counted against the Cap in calculating amounts available to satisfy other claims for indemnification). Without limiting the generality of the foregoing, any indemnification claim made by any of the Buyer Group Members pursuant to clause (ii) of this Section 9.1 with respect to a representation or warranty other than a Fundamental Representation (other than Section 3.11 and the second sentence of Section 3.9(a)) or a representation or warranty set forth in Section 3.6 and involving any claim for less than $50,000 shall not be entitled to indemnification under this Section 9.1 and shall not be counted toward satisfaction of the DeductiblePurchaser Indemnified Party.

Indemnification by the Seller Parties. From The Seller hereby agrees and after the Closing covenants, and subject each Shareholder hereby agrees and covenants, on a separate and several basis based on his pro rata ownership of Seller, to Section 11.1indemnify, the Seller Parties agree jointly and severally to indemnify defend, protect, reimburse and hold harmless Purchaser, Parent and each Buyer Group Member from of their respective officers, directors, employees, shareholders, agents, subsidiaries, representatives, successors, assigns and Affiliates (individually “Purchaser Indemnified Party” and collectively, “Purchaser Indemnified Parties”) from, against, and to reimburse each Buyer Group Member with in respect toof (a) all Liabilities, any Losses, and all Losses Proceedings, (including without limitation reasonable attorneys’ fees and Expenses imposed uponexpenses) (collectively, or incurred or suffered by“Claims”) in connection with, such Buyer Group Member as a result of resulting from or arising out of: of (i) any breach by any of the Seller Parties of, or any other failure of any of the Seller Parties to perform, any of their covenants, agreements or obligations pursuant to this Agreement; (ii) any inaccuracy alleged breach of any representation or warranty of any of the Seller Parties contained in this Agreement or any certificate delivered by or on behalf of the Seller Parties pursuant hereto (in each case, for all purposes of this Article IX, disregarding any “material,” “Material Adverse Effect” or similar qualifiers therein, it being agreed that, except for Schedules 3.5, 3.6, 3.8(c), 3.15, 3.16, 3.17 and 3.19, the completeness of schedules referred to in any representation or warranty shall not be determined by disregarding such terms); (iii) the Excluded Liabilities, the Excluded Assets and, except for claims in respect of which the Buyer is obligated to indemnify the Seller Group Members pursuant to Section 9.2, the Seller Parties’, LIN’s and their respective Affiliates’ operation of the Business and/or the ownership and/or use of the Purchased Assets prior to the Closing Date; or (iv) the failure of LIN or any of its Affiliates to have (i) operated and carried on the Business in all material respects in the ordinary course of the Business in accordance with Section 5.4(a), and (ii) complied with the restrictions set forth in Section 5.4(b), subject to the exceptions set forth in clauses (w) – (z) of the introductory sentence of Section 5.4(b); provided, however, that, except with respect to their Fundamental Representations Shareholders (other than Section 3.11 and the second sentence of Section 3.9(a)) and the representations and warranties set forth in Section 3.65) set forth in this Agreement, or any Transaction Document (excluding the Seller Parties shall not be required to indemnify and hold harmless pursuant to clause Other Documents); (ii) any breach, nonfulfillment or noncompliance of this Section 9.1 or with respect to Losses and Expenses imposed upon, any covenant or incurred or suffered by, agreement on the Buyer Group Members until, and then only to the extent that, the aggregate amount of all such Losses and Expenses exceed one percent (1%) part of the Purchase Price (Seller or the “Deductible”); and, provided, further, that the aggregate amount of Losses and Expenses that the Seller Parties shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 (except with respect to their Fundamental Representations and the representations and warranties Shareholders set forth in Section 3.6) shall not exceed this Agreement or any other Transaction Document (excluding the Cap; and provided furtherOther Documents), that including without limitation the aggregate amount of Losses and Expenses that the Seller Parties shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 with respect to the representations and warranties covenants set forth in this Section 3.11 and 9.1; (iii) the second sentence ownership or operation of Section 3.9(a) shall not exceed the Purchase Price. For purposes of this Agreement, the “Cap” means (a) from Acquired Assets prior to the Closing until other than the 6Assumed Liabilities, (iv) any services provided by the Seller prior to the Closing, (v) any Employee Benefit Plan established or maintained by the Seller, (vi) the Retained Liabilities, (vii) any noncompliance with any Bulk-month anniversary Sales Laws or fraudulent transfer law in respect of the Closing Date, an amount equal to ten percent (10%) of the Purchase Price (the “Initial Cap”)Contemplated Transactions, and (b) on and from the 6-month anniversary of the Closing Date, the lesser of (x) the Initial Cap and (y) an amount equal to (I) 50% of the Initial Cap, plus (II) the amount of any claims by the Buyer Group Members for indemnification under this Agreement for which a Claim Notice has been given to the Seller Parties prior to the six-month anniversary of the Closing Date (it being understood that any claims for indemnification paid prior to the determination of the Cap from and after the six-month anniversary of the Closing shall be counted against the Cap in calculating amounts available to satisfy other claims for indemnification). Without limiting the generality of the foregoing, any indemnification claim made by any of the Buyer Group Members pursuant to clause (ii) enforcement of this Section 9.1 with respect to by a representation or warranty other than a Fundamental Representation (other than Section 3.11 and the second sentence of Section 3.9(a)) or a representation or warranty set forth in Section 3.6 and involving any claim for less than $50,000 shall not be entitled to indemnification under this Section 9.1 and shall not be counted toward satisfaction of the DeductiblePurchaser Indemnified Party.

Indemnification by the Seller Parties. From 9.2.1 Subject to the terms and after the Closing and subject to Section 11.1conditions of this Article IX, the Seller Parties agree Parties, shall, jointly and severally to indemnify severally, indemnify, defend, and hold harmless each Buyer Group Member from the Purchaser and againstits Affiliates and their respective equity owners, directors, managers, members, partners, officers, employees, Representatives and to reimburse each Buyer Group Member with respect toagents (collectively, all of the foregoing the “Purchaser Indemnified Parties”) against any and all Losses and Expenses imposed upon, or Damages actually incurred or suffered byby the Purchaser Indemnified Parties to the extent based upon, such Buyer Group Member as a result of relating to, in connection with, or arising out ofor resulting from: (i) any breach by any of the Seller Parties of, or any other failure of any of the Seller Parties to perform, any of their covenants, agreements or obligations pursuant to this Agreement; (iia) any inaccuracy in, breach of or failure to be true of any representation or warranty made by any Seller Party in this Agreement, any certificate delivered pursuant to this Agreement, or in any Ancillary Agreement (it being understood that for purposes of determining any inaccuracy in, breach of or failure to be true of any such representation or warranty, as well as the quantification of any Damages based upon, relating to, in connection with, or arising or resulting from any such inaccuracy in, breach of or failure to be true of any such representation or warranty, no effect shall be given to any limitations or qualifications as to materiality, Material Adverse Effect or similar limitations set forth herein); (b) any breach or non-fulfillment of any covenant or agreement required to be performed by any Seller Party pursuant to this Agreement or any Ancillary Agreement; (c) any Pre-Closing Tax Liabilities (other than pursuant to Section 9.2.1(g)); (d) any pre-Closing Indebtedness not paid at the Closing pursuant to Section 2.7.2 or Selling Expenses not paid at the Closing pursuant to Section 2.7.3; (e) any Excluded Asset or, other than any item for which indemnification is otherwise available pursuant to Section 9.2.1(a) above (except for the specific items set forth in Sections 2.4.1 through 2.4.13 for which indemnification may be sought pursuant to this clause (e)), any Excluded Liability; (f) any Liability of the Seller Parties contained in this Agreement or any certificate delivered by or on behalf of the Seller Parties pursuant hereto (in each case, for all purposes of this Article IX, disregarding any “material,” “Material Adverse Effect” or similar qualifiers therein, it being agreed that, except for Schedules 3.5, 3.6, 3.8(c), 3.15, 3.16, 3.17 and 3.19, the completeness of schedules referred related to in any representation or warranty shall not be determined by disregarding such terms); (iii) the Excluded Liabilities, the Excluded Assets and, except for claims in respect of which the Buyer is obligated to indemnify the Seller Group Members pursuant to Section 9.2, the Seller Parties’, LIN’s and their respective Affiliates’ operation of the Business and/or the ownership and/or use of or the Purchased Assets in connection with any Governmental Program Cash (including, for the avoidance of any doubt, any noncompliance with the requirements of any applicable Governmental Authority (including, for the avoidance of any doubt, any procedures set forth in any FAQs or other guidance released by such applicable Governmental Authority)) or under any applicable Governmental Program with respect to any Governmental Programs from which any Seller Party (on behalf of, or in such Seller Party’s capacity as an operator, Representative or direct or indirect equityholder of, such Seller), has received, or expects to receive on or prior to the Closing Date, any Governmental Program Cash, including, for the avoidance of any doubt, in connection with any application under any Governmental Program for, and any application for forgiveness of, such Governmental Program Cash or the allocation, use, spending, payment, reservation or disbursement or, as applicable, reimbursement, repayment or refunding of any such Governmental Program Cash; or (ivg) any U.S. Sales Tax Matters, provided that the failure of LIN or any of Purchaser and its Affiliates have not (a) filed any ruling or request with any taxing authority that relates to have U.S. Sales Tax Matters for a Pre-Closing Tax Period, (ib) operated and carried on initiated voluntary discussions with or entered into any voluntary disclosure agreement or similar program with any taxing authority regarding any U.S. Sales Tax Matters for a Pre- Closing Tax Period, or (c) filed any Tax Returns in taxable periods (or portions thereof) beginning after the Business in all material respects in the ordinary course of the Business in accordance with Section 5.4(a), and (ii) complied with the restrictions set forth in Section 5.4(b), subject to the exceptions set forth in clauses (w) – (z) of the introductory sentence of Section 5.4(b); provided, however, that, except Closing Date with respect to their Fundamental Representations (other than Section 3.11 and the second sentence U.S. Sales Tax Matters in a manner that is inconsistent with past practices of Section 3.9(a)) and the representations and warranties set forth in Section 3.6, the Seller Parties shall not be or the Business, unless otherwise required to indemnify by Law, and hold harmless pursuant to clause (ii) of this Section 9.1 with in all cases, solely in respect to Losses and Expenses imposed upon, or incurred or suffered by, the Buyer Group Members until, and then only Taxes related to the extent that, the aggregate amount of all such Losses and Expenses exceed one percent (1%) of the Purchase Price (the “Deductible”); and, provided, further, that the aggregate amount of Losses and Expenses that the Seller Parties shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 (except with respect to their Fundamental Representations and the representations and warranties set forth in Section 3.6) shall not exceed the Cap; and provided further, that the aggregate amount of Losses and Expenses that the Seller Parties shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 with respect to the representations and warranties set forth in Section 3.11 and the second sentence of Section 3.9(a) shall not exceed the Purchase Price. For purposes of this Agreement, the “Cap” means (a) from the Closing until the 6-month anniversary of the Closing Date, an amount equal to ten percent (10%) of the Purchase Price (the “Initial Cap”), and (b) on and from the 6-month anniversary of the Closing Date, the lesser of (x) the Initial Cap and (y) an amount equal to (I) 50% of the Initial Cap, plus (II) the amount of any claims business carried out by the Buyer Group Members for indemnification under this Agreement for which a Claim Notice has been given to the Seller Parties Sellers prior to the six-month anniversary of the Closing Date (it being understood that any claims for indemnification paid prior to the determination of the Cap from and after the six-month anniversary of the Closing shall be counted against the Cap in calculating amounts available to satisfy other claims for indemnification). Without limiting the generality of the foregoing, any indemnification claim made by any of the Buyer Group Members pursuant to clause (ii) of this Section 9.1 with respect to a representation or warranty other than a Fundamental Representation (other than Section 3.11 and the second sentence of Section 3.9(a)) or a representation or warranty set forth in Section 3.6 and involving any claim for less than $50,000 shall not be entitled to indemnification under this Section 9.1 and shall not be counted toward satisfaction of the DeductibleClosing.

Indemnification by the Seller Parties. From Subject to the limitations set forth in this Article 9 and after the Closing and subject to in Section 11.110.14, the Seller Parties hereby covenant and agree that, to the fullest extent permitted by Applicable Law, they will, jointly and severally to severally, defend, indemnify and hold 56 harmless each Buyer Group Member Purchaser, its Affiliates (which, after the Closing, will include the Company, the Subsidiary and their respective successors) and its and their respective officers, directors, employees and agents (collectively, the "Purchaser Indemnitees") for, from and against, and to reimburse each Buyer Group Member with respect to, against any and all Losses and Expenses imposed uponclaims, Liabilities, obligations, losses, fines, penalties, costs, interest, amounts paid in settlement of claims, Proceedings, deficiencies or damages (whether absolute, accrued, conditional, or otherwise) including any out-of-pocket expenses and reasonable attorneys' fees incurred in the investigation or suffered bydefense of any of the same or in asserting any of their respective rights hereunder (each individually, such Buyer Group Member as a result of "Loss" and collectively, "Losses"), whether or not involving a Third Party Claim against any Purchaser Indemnitee, resulting from or arising out of: (ia) any breach or inaccuracy of any representation or warranty made by any of the Seller Parties of, or any other failure of any of the Seller Parties to perform, any of their covenants, agreements or obligations pursuant to this Agreement; (ii) any inaccuracy of any representation or warranty of any of the Seller Parties contained in this Agreement or any certificate other agreement and instrument to be executed and delivered by or on behalf of the Seller Parties it pursuant hereto (in each case, for all purposes of this Article IX, disregarding any “material,” “Material Adverse Effect” or similar qualifiers therein, it being agreed that, except for Schedules 3.5, 3.6, 3.8(c), 3.15, 3.16, 3.17 and 3.19, the completeness of schedules referred to in any representation or warranty shall not be determined by disregarding such terms)hereto; (iiib) any breach by any Seller Party of any of its covenants or obligations hereunder or under any other agreement and instrument to be executed and delivered by it pursuant hereto; (c) the Excluded Liabilities, Preliminary Merger or any action initiated by Minority Shareholders prior to or after the Excluded Assets and, except for claims in respect of which the Buyer is obligated to indemnify the Seller Group Members Closing; and/or (d) any Reserve Shortfall pursuant to Section 9.2, the Seller Parties’, LIN’s and their respective Affiliates’ operation of the Business and/or the ownership and/or use of the Purchased Assets prior to the Closing Date; or (iv) the failure of LIN or any of its Affiliates to have (i) operated and carried on the Business in all material respects in the ordinary course of the Business in accordance with Section 5.4(a), and (ii) complied with the restrictions set forth in Section 5.4(b), subject to the exceptions set forth in clauses (w) – (z) of the introductory sentence of Section 5.4(b); provided, however, that, except with respect to their Fundamental Representations (other than Section 3.11 and the second sentence of Section 3.9(a)) and the representations and warranties set forth in Section 3.6, the Seller Parties shall not be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 with respect to Losses and Expenses imposed upon, or incurred or suffered by, the Buyer Group Members until, and then only to the extent that, the aggregate amount of all such Losses and Expenses exceed one percent (1%) of the Purchase Price (the “Deductible”); and, provided, further, that the aggregate amount of Losses and Expenses that the Seller Parties shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 (except with respect to their Fundamental Representations and the representations and warranties set forth in Section 3.6) shall not exceed the Cap; and provided further, that the aggregate amount of Losses and Expenses that the Seller Parties shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 with respect to the representations and warranties set forth in Section 3.11 and the second sentence of Section 3.9(a) shall not exceed the Purchase Price. For purposes of this Agreement, the “Cap” means (a) from the Closing until the 6-month anniversary of the Closing Date, an amount equal to ten percent (10%) of the Purchase Price (the “Initial Cap”), and (b) on and from the 6-month anniversary of the Closing Date, the lesser of (x) the Initial Cap and (y) an amount equal to (I) 50% of the Initial Cap, plus (II) the amount of any claims by the Buyer Group Members for indemnification under this Agreement for which a Claim Notice has been given to the Seller Parties prior to the six-month anniversary of the Closing Date (it being understood that any claims for indemnification paid prior to the determination of the Cap from and after the six-month anniversary of the Closing shall be counted against the Cap in calculating amounts available to satisfy other claims for indemnification). Without limiting the generality of the foregoing, any indemnification claim made by any of the Buyer Group Members pursuant to clause (ii) of this Section 9.1 with respect to a representation or warranty other than a Fundamental Representation (other than Section 3.11 and the second sentence of Section 3.9(a)) or a representation or warranty set forth in Section 3.6 and involving any claim for less than $50,000 shall not be entitled to indemnification under this Section 9.1 and shall not be counted toward satisfaction of the Deductible9.7.

Indemnification by the Seller Parties. From and after the Closing and subject to Section 11.1, the Seller Parties agree jointly and severally to indemnify and hold harmless each Buyer Group Member from and against, and to reimburse each Buyer Group Member with respect to, any and all Losses and Expenses imposed upon, or incurred or suffered by, such Buyer Group Member as a result of or arising out of: (i) any breach by any of the Seller Parties of, or any other failure of any of the Seller Parties to perform, any of their covenants, agreements or obligations pursuant to this Agreement; (ii) any inaccuracy of any representation or warranty of any of the Seller Parties contained in this Agreement or any certificate delivered by or on behalf of the Seller Parties pursuant hereto (in each case, for all purposes of this Article IX, disregarding any “material,” “Material Adverse Effect” or similar qualifiers therein, it being agreed that, except for Schedules 3.5, 3.6, 3.8(c), 3.15, 3.16, 3.17 and 3.19, the completeness of schedules referred to in any representation or warranty shall not be determined by disregarding such terms); (iii) the Excluded Liabilities, the Excluded Assets and, except for claims in respect of which the Buyer is obligated to indemnify the Seller Group Members pursuant to Section 9.2, the Seller Parties’, LIN’s and their respective Affiliates’ operation of the Business and/or the ownership and/or use of the Purchased Assets prior to the Closing Date; or (iv) the failure of LIN or any of its Affiliates to have (i) operated and carried on the Business in all material respects in the ordinary course of the Business in accordance with Section 5.4(a), and (ii) complied with the restrictions set forth in Section 5.4(b), subject to the exceptions set forth in clauses (w) – — (z) of the introductory sentence of Section 5.4(b); provided, however, that, except with respect to their Fundamental Representations (other than Section 3.11 and the second sentence of Section 3.9(a)) and the representations and warranties set forth in Section 3.6, the Seller Parties shall not be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 with respect to Losses and Expenses imposed upon, or incurred or suffered by, the Buyer Group Members until, and then only to the extent that, the aggregate amount of all such Losses and Expenses exceed one percent (1%) of the Purchase Price (the “Deductible”); and, provided, further, that the aggregate amount of Losses and Expenses that the Seller Parties shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 (except with respect to their Fundamental Representations and the representations and warranties set forth in Section 3.6) shall not exceed the Cap; and provided further, that the aggregate amount of Losses and Expenses that the Seller Parties shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 with respect to the representations and warranties set forth in Section 3.11 and the second sentence of Section 3.9(a) shall not exceed the Purchase Price. For purposes of this Agreement, the “Cap” means (a) from the Closing until the 6-month anniversary of the Closing Date, an amount equal to ten percent (10%) of the Purchase Price (the “Initial Cap”), and (b) on and from the 6-month anniversary of the Closing Date, the lesser of (x) the Initial Cap and (y) an amount equal to (I) 50% of the Initial Cap, plus (II) the amount of any claims by the Buyer Group Members for indemnification under this Agreement for which a Claim Notice has been given to the Seller Parties prior to the six-month anniversary of the Closing Date (it being understood that any claims for indemnification paid prior to the determination of the Cap from and after the six-month anniversary of the Closing shall be counted against the Cap in calculating amounts available to satisfy other claims for indemnification). Without limiting the generality of the foregoing, any indemnification claim made by any of the Buyer Group Members pursuant to clause (ii) of this Section 9.1 with respect to a representation or warranty other than a Fundamental Representation (other than Section 3.11 and the second sentence of Section 3.9(a)) or a representation or warranty set forth in Section 3.6 and involving any claim for less than $50,000 shall not be entitled to indemnification under this Section 9.1 and shall not be counted toward satisfaction of the Deductible.

Indemnification by the Seller Parties. From (a) Subject to the terms of this ARTICLE IX, from and after the Closing and subject to Section 11.1Closing, the Seller Parties agree jointly and severally to shall indemnify and hold harmless the Buyer and its Affiliates and each of their respective direct or indirect members (including partners, shareholders and members of members), directors, officers, employees, consultants, representatives, agents and permitted assigns (collectively, the “Buyer Group Member Indemnitees”) to the fullest extent permitted by Law, from and againstagainst any losses, claims, penalties, fines, disbursements, damages, liabilities, amounts paid in settlement and to reimburse each Buyer Group Member with respect tocosts and expenses (including reasonable attorneys’ fees and expenses) (collectively, any and all Losses and Expenses imposed upon“Losses”) incurred, or incurred or suffered by, such Buyer Group Member as a result arising out of or arising out ofrelating to: (i) any breach by of any of the representations or warranties (in each case, when made) of the Seller Parties of, contained in ARTICLE III or any other failure of any the certification of the Seller Parties delivered to perform, any of their covenants, agreements or obligations the Buyer pursuant to this Agreement;Section 7.2(f); and (ii) any inaccuracy breach of any representation of the covenants or warranty of any agreements of the Seller Parties contained in this Agreement or any certificate delivered by or on behalf Agreement; (b) Subject to the terms of this ARTICLE IX, from and after the Closing, the Seller Parties pursuant hereto shall indemnify and hold harmless the Buyer Indemnitees, from, against and in respect of any Losses incurred, arising out of or relating to: (i) any breach of any of the representations or warranties (in each case, for all purposes when made) of this Article IX, disregarding any “material,” “Material Adverse Effect” the Company in ARTICLE IV or similar qualifiers therein, it being agreed that, except for Schedules 3.5, 3.6, 3.8(c), 3.15, 3.16, 3.17 and 3.19, the completeness certification of schedules referred a Responsible Officer of the Company delivered to in any representation or warranty shall not be determined by disregarding such terms); (iii) the Excluded Liabilities, the Excluded Assets and, except for claims in respect of which the Buyer is obligated to indemnify the Seller Group Members pursuant to Section 9.2, 7.2(g); and (ii) any breach by the Seller Parties’, LIN’s and their respective Affiliates’ operation of the Business and/or the ownership and/or use of the Purchased Assets Company prior to the Closing Date; or (iv) the failure of LIN or any of its Affiliates to have (i) operated and carried on the Business in all material respects in the ordinary course of the Business in accordance with Section 5.4(a), and (ii) complied with the restrictions set forth in Section 5.4(b), subject to the exceptions set forth in clauses (w) – (z) of the introductory sentence of Section 5.4(b); provided, however, that, except with respect to their Fundamental Representations (other than Section 3.11 and the second sentence of Section 3.9(a)) and the representations and warranties set forth in Section 3.6, the Seller Parties shall not be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 with respect to Losses and Expenses imposed upon, or incurred or suffered by, the Buyer Group Members until, and then only to the extent that, the aggregate amount of all such Losses and Expenses exceed one percent (1%) of the Purchase Price (the “Deductible”); and, provided, further, that the aggregate amount of Losses and Expenses that the Seller Parties shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 (except with respect to their Fundamental Representations and the representations and warranties set forth in Section 3.6) shall not exceed the Cap; and provided further, that the aggregate amount of Losses and Expenses that the Seller Parties shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 with respect to the representations and warranties set forth in Section 3.11 and the second sentence of Section 3.9(a) shall not exceed the Purchase Price. For purposes of this Agreement, the “Cap” means (a) from the Closing until the 6-month anniversary of the Closing Date, an amount equal to ten percent (10%) of the Purchase Price (the “Initial Cap”), and (b) on and from the 6-month anniversary of the Closing Date, the lesser of (x) the Initial Cap and (y) an amount equal to (I) 50% of the Initial Cap, plus (II) the amount of any claims by the Buyer Group Members for indemnification under this Agreement for which a Claim Notice has been given to the Seller Parties prior to the six-month anniversary of the Closing Date (it being understood that any claims for indemnification paid prior to the determination of the Cap from and after the six-month anniversary of the Closing shall be counted against the Cap in calculating amounts available to satisfy other claims for indemnification). Without limiting the generality of the foregoing, any indemnification claim made by any of the Buyer Group Members pursuant to clause (ii) of this Section 9.1 with respect to a representation covenants or warranty other than a Fundamental Representation (other than Section 3.11 and the second sentence of Section 3.9(a)) or a representation or warranty set forth in Section 3.6 and involving any claim for less than $50,000 shall not be entitled to indemnification under this Section 9.1 and shall not be counted toward satisfaction agreements of the DeductibleCompany contained in this Agreement.

Indemnification by the Seller Parties. From and after the Closing and subject to Section 11.1, the The Seller Parties agree shall jointly and severally to indemnify the Buyer Parties and their Affiliates, stockholders, directors, officers, employees, consultants, agents and representatives, in their capacities as such, and the successors, heirs, personal representatives and Affiliates of any of them (collectively, "Buyer Indemnified Parties") against and hold them harmless each Buyer Group Member from and against, and to reimburse each Buyer Group Member with respect to, any and all Losses damage, claim, loss, liability and Expenses imposed uponexpense (including, or without limitation, reasonable expenses of investigation, attorneys' fees and expenses, and with respect to the matters set forth in clause (v) below, lost profits) (collectively, "Loss") incurred or suffered by, such by any Buyer Group Member as a result Indemnified Party arising out of or arising out of: relating to (i) any breach by of any representation, warranty, covenant or other agreement of the Seller or the Parent contained herein or in any Related Document, (ii) any alleged, claimed or established negligence or breach of the Seller (or any of its respective Affiliates or predecessors or any of the respective directors, officers, employees, consultants, agents or representatives of the Seller Parties of, or any other failure of its respective Affiliates or predecessors) with respect to the performance by such Persons of services or the manufacturing, production or supplying of any services, products or goods by such Persons on or prior to the Closing Date (excluding ordinary course express or implied warranties on services performed or products sold), (iii) the failure of the Seller Parties to perform, any of their covenants, agreements or obligations pursuant to this Agreement; (ii) any inaccuracy of any representation or warranty of any of the Seller Parties contained in this Agreement or any certificate delivered by or on behalf claim relating to (including any claim that the sale of the Seller Parties pursuant hereto (in each case, for all purposes of this Article IX, disregarding any “material,” “Material Adverse Effect” or similar qualifiers therein, it being agreed that, except for Schedules 3.5, 3.6, 3.8(cassets hereunder constitutes a fraudulent conveyance), 3.15, 3.16, 3.17 and 3.19, the completeness of schedules referred to in any representation or warranty shall not be determined by disregarding such terms); (iii) the Excluded Liabilities, the Excluded Assets andLiabilities or any obligation or liability relating to the Excluded Assets, except for (iv) claims in with respect of which the Buyer is obligated to indemnify the Seller Group Members pursuant to Section 9.2, the Seller Parties’, LIN’s and their respective Affiliates’ operation of the Business and/or the ownership and/or use of the Purchased Assets prior to the Closing Date; or Date which were not Assumed Liabilities, or (ivv) the failure of LIN or any of its Affiliates to have (i) operated and carried on the Business in all material respects in the ordinary course of the Business in accordance with Section 5.4(a), and (ii) complied with the restrictions matters set forth in Section 5.4(bon Schedule 4.10(b), subject to the exceptions set forth in clauses (w) – (z) of the introductory sentence of Section 5.4(b); provided, however, that, except with respect to their Fundamental Representations (other than Section 3.11 and the second sentence of Section 3.9(a)) and the representations and warranties set forth in Section 3.6, the Seller Parties shall not be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 with respect to Losses and Expenses imposed upon, or incurred or suffered by, the Buyer Group Members until, and then only to the extent that, the aggregate amount of all such Losses and Expenses exceed one percent (1%) of the Purchase Price (the “Deductible”); and, provided, further, that the aggregate amount of Losses and Expenses that the Seller Parties shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 (except with respect to their Fundamental Representations and the representations and warranties set forth in Section 3.6) shall not exceed the Cap; and provided further, that the aggregate amount of Losses and Expenses that the Seller Parties shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 with respect to the representations and warranties set forth in Section 3.11 and the second sentence of Section 3.9(a) shall not exceed the Purchase Price. For purposes of this Agreement, the “Cap” means (a) from the Closing until the 6-month anniversary of the Closing Date, an amount equal to ten percent (10%) of the Purchase Price (the “Initial Cap”), and (b) on and from the 6-month anniversary of the Closing Date, the lesser of (x) the Initial Cap and (y) an amount equal to (I) 50% of the Initial Cap, plus (II) the amount of any claims by the Buyer Group Members for indemnification under this Agreement for which a Claim Notice has been given to the Seller Parties prior to the six-month anniversary of the Closing Date (it being understood that any claims for indemnification paid prior to the determination of the Cap from and after the six-month anniversary of the Closing shall be counted against the Cap in calculating amounts available to satisfy other claims for indemnification). Without limiting the generality of the foregoing, any indemnification claim made by any of the Buyer Group Members pursuant to clause (ii) of this Section 9.1 with respect to a representation or warranty other than a Fundamental Representation (other than Section 3.11 and the second sentence of Section 3.9(a)) or a representation or warranty set forth in Section 3.6 and involving any claim for less than $50,000 shall not be entitled to indemnification under this Section 9.1 and shall not be counted toward satisfaction of the Deductible.

Indemnification by the Seller Parties. From Subject to the other terms and after the Closing and subject to Section 11.1conditions of this ARTICLE VIII, the each Seller Parties agree Party, jointly and severally to severally, shall indemnify each of the Buyer Indemnified Parties against, and shall hold each of the Buyer Indemnified Parties harmless each Buyer Group Member from and against, and to reimburse each Buyer Group Member with respect to, any and all Losses and Expenses incurred or sustained by, or imposed upon, or incurred or suffered byany of the Buyer Indemnified Parties based upon, such Buyer Group Member as a result of or arising out of, with respect to, or by reason of: (ia) any inaccuracy in, or breach of, any of the representations or warranties of such Seller Party contained in ARTICLE IV and ARTICLE V of this Agreement (or any certificate required to be delivered by such Seller Party in connection therewith); and (b) any breach by or non-fulfillment of any of the Seller Parties ofcovenant, agreement, or any other failure of any of obligation to be performed by the Seller Parties to perform, any of their covenants, agreements Company or obligations pursuant to this Agreement; (ii) any inaccuracy of any representation or warranty of any of the Seller Parties contained in this Agreement or (other than a particular Seller Party’s breach of any certificate delivered by or on behalf of the such Seller Parties pursuant hereto (Party’s covenants contained in each case, for all purposes Section 7.2 of this Article IX, disregarding any “material,” “Material Adverse Effect” or similar qualifiers therein, it being agreed that, except for Schedules 3.5, 3.6, 3.8(c), 3.15, 3.16, 3.17 and 3.19, the completeness of schedules referred to in any representation or warranty shall not be determined by disregarding such termsAgreement); (iiic) any and all Pre-Closing Taxes; (d) any transferability issues relating to any License or asset used in connection with the Excluded Liabilities, the Excluded Assets and, except for claims in respect of which the Buyer is obligated to indemnify the Seller Group Members pursuant to Section 9.2, the Seller Parties’, LIN’s Business; (e) any and their respective Affiliates’ operation all operations of the Company and/or Business and/or the ownership and/or use of the Purchased Assets prior to the Closing Date; (f) any and all outstanding Indebtedness of the Company as of the Closing; (g) any and all outstanding Company Transaction Expenses as of the Closing; or (ivh) any and all issues related to the failure of LIN or any of its Affiliates to have (i) operated and carried on the Business in all material respects in the ordinary course of the Business in accordance with Section 5.4(a), and (ii) complied with the restrictions set forth in Section 5.4(b), subject to the exceptions set forth in clauses (w) – (z) of the introductory sentence of Section 5.4(b); provided, however, that, except with respect to their Fundamental Representations (other than Section 3.11 and the second sentence of Section 3.9(a)) and the representations and warranties set forth in Section 3.6, the Seller Parties shall not be required conditions to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 with respect to Losses and Expenses imposed upon, or incurred or suffered by, the Buyer Group Members until, and then only to the extent that, the aggregate amount of all such Losses and Expenses exceed one percent (1%) of the Purchase Price (the “Deductible”); and, provided, further, that the aggregate amount of Losses and Expenses that the Seller Parties shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 (except with respect to their Fundamental Representations and the representations and warranties set forth in Section 3.6) shall not exceed the Cap; and provided further, that the aggregate amount of Losses and Expenses that the Seller Parties shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 with respect to the representations and warranties set forth in Section 3.11 and the second sentence of Section 3.9(a) shall not exceed the Purchase Price. For purposes of this Agreement, the “Cap” means (a) from the Closing until the 6-month anniversary of the Closing Date, an amount equal to ten percent (10%) of the Purchase Price (the “Initial Cap”), and (b) on and from the 6-month anniversary of the Closing Date, the lesser of (x) the Initial Cap and (y) an amount equal to (I) 50% of the Initial Cap, plus (II) the amount of any claims by the Buyer Group Members for indemnification under this Agreement for which a Claim Notice has been given to the Seller Parties prior to the six-month anniversary of the Closing Date (it being understood that any claims for indemnification paid prior to the determination of the Cap from and after the six-month anniversary of the Closing shall be counted against the Cap in calculating amounts available to satisfy other claims for indemnification). Without limiting the generality of the foregoing, any indemnification claim made by any of the Buyer Group Members pursuant to clause (ii) of this Section 9.1 with respect to a representation or warranty other than a Fundamental Representation (other than Section 3.11 and the second sentence of Section 3.9(a)) or a representation or warranty set forth in Section 3.6 and involving any claim for less than $50,000 shall not be entitled to indemnification under this Section 9.1 and shall not be counted toward satisfaction of the DeductibleClosing.

Indemnification by the Seller Parties. From Upon and after the Closing and subject to Section 11.1applicable Milestone Date, the Seller Parties agree (the “Indemnifying Parties” and each, an “Indemnifying Party”), jointly and severally to severally, shall, forever, jointly and severally, protect, defend, release, hold harmless, and indemnify the Purchasers and each lender under the Equipment Finance Documents, collectively with the Seller Party Affiliates (collectively, “Indemnified Parties” and each, an “Indemnified Party”) against, and shall hold each Indemnified Party harmless each Buyer Group Member from and against, and to reimburse each Buyer Group Member with respect to, any and all Losses and Expenses incurred or sustained by, or imposed upon, or incurred or suffered byIndemnified Parties to the extent based upon, such Buyer Group Member as a result of or arising out of, with respect to or by reason of: (ia) any inaccuracy in or breach by any of the Seller Parties of, or any other failure of any of the Seller Parties to perform, any of their covenants, agreements representations or obligations pursuant to this Agreement; (ii) any inaccuracy of any representation or warranty warranties of any of the Seller Parties contained in this Agreement or any certificate document to be delivered as required by this Agreement; (b) any breach or on behalf non-fulfillment of any covenant, agreement or obligation to be performed by any of the Seller Parties pursuant hereto (in each caseto this Agreement or any document to be delivered as required by this Agreement, for all purposes of this Article IXincluding, disregarding any “material,” “Material Adverse Effect” or similar qualifiers therein, it being agreed that, except for Schedules 3.5, 3.6, 3.8(c), 3.15, 3.16, 3.17 and 3.19but not limited to, the completeness of schedules referred to in any representation or warranty shall not be determined by disregarding such terms)consents listed on Schedule 3.7; (iiic) any Excluded Asset or Excluded Liability, including without limitation the Excluded Liabilities, Stronghold Retained Contracts; (d) any Transfer Taxes allocated to the Excluded Assets and, except for claims in respect of which the Buyer is obligated to indemnify the Seller Group Members Sellers pursuant to Section 9.27.1; (e) any and all claims, obligations, rights, suits, damages, causes of action, remedies, or liabilities, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, tort, contract, or otherwise, relating to the Transactions contemplated by this Agreement, including, but not limited to, fraudulent transfers and breaches of fiduciary duties (other than breaches of fiduciary duties by Purchasers, Purchasers’ Affiliates, or their respective stockholders, members, managers, agents, directors, officers, attorneys, accountants, and employees in their capacities as such), but excluding any claims by Seller Parties (other than derivative claims) for Purchasers’ material breach of this Agreement; (f) any and all claims, obligations, rights, suits, damages, causes of action, remedies, or liabilities, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, tort, contract, or otherwise, including any derivative claims asserted on behalf of the Selling Parties, that any entity would have been legally entitled to assert against the Seller Parties’Parties as of any Milestone Date, LIN’s and their respective Affiliates’ operation of the Business and/or the ownership and/or use of the Purchased Assets prior to the Closing Datewhether or not identified on Schedule 3.7(b); or (ivg) the failure of LIN or any of its Affiliates to have (i) operated that certain Non-Fixed Price Sales and carried on the Business in all material respects in the ordinary course of the Business in accordance with Section 5.4(a), and (ii) complied with the restrictions set forth in Section 5.4(b), subject to the exceptions set forth in clauses (w) – (z) of the introductory sentence of Section 5.4(b); provided, however, that, except with respect to their Fundamental Representations (other than Section 3.11 and the second sentence of Section 3.9(a)) and the representations and warranties set forth in Section 3.6, the Seller Parties shall not be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 with respect to Losses and Expenses imposed upon, or incurred or suffered by, the Buyer Group Members until, and then only to the extent that, the aggregate amount of all such Losses and Expenses exceed one percent (1%) of the Purchase Price (the “Deductible”); and, provided, further, that the aggregate amount of Losses and Expenses that the Seller Parties shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 (except with respect to their Fundamental Representations and the representations and warranties set forth in Section 3.6) shall not exceed the Cap; and provided further, that the aggregate amount of Losses and Expenses that the Seller Parties shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 with respect to the representations and warranties set forth in Section 3.11 and the second sentence of Section 3.9(a) shall not exceed the Purchase Price. For purposes of this Agreement, the “Cap” means (a) from the Closing until the 6-month anniversary dated as of the Closing DateOctober 28, an amount equal to ten percent (10%) of the Purchase Price (the “Initial Cap”)2021, by and (b) on between Bitmain Technologies Limited and from the 6-month anniversary of the Closing Date, the lesser of (x) the Initial Cap and (y) an amount equal to (I) 50% of the Initial Cap, plus (II) the amount of any claims by the Buyer Group Members for indemnification under this Agreement for which a Claim Notice has been given to the Seller Parties prior to the six-month anniversary of the Closing Date (it being understood that any claims for indemnification paid prior to the determination of the Cap from and after the six-month anniversary of the Closing shall be counted against the Cap in calculating amounts available to satisfy other claims for indemnification). Without limiting the generality of the foregoing, any indemnification claim made by any of the Buyer Group Members pursuant to clause (ii) of this Section 9.1 with respect to a representation or warranty other than a Fundamental Representation (other than Section 3.11 and the second sentence of Section 3.9(a)) or a representation or warranty set forth in Section 3.6 and involving any claim for less than $50,000 shall not be entitled to indemnification under this Section 9.1 and shall not be counted toward satisfaction of the DeductibleSD Mining BT.

Indemnification by the Seller Parties. From and after the Closing and subject to Section 11.1Closing, the Seller Parties agree and, subject to Section 6.5(g), Bereke (in such capacity, the "Seller Indemnitors") shall, jointly and severally to indemnify severally, indemnify, defend and hold Greenbrook, the Purchaser and their Affiliates (including, after the Closing, the Transferred Companies) and each of their respective Representatives, successors and assigns but excluding any Seller Indemnified Party (collectively, the "Purchaser Indemnified Parties") harmless each Buyer Group Member from and against, and to reimburse each Buyer Group Member with respect to, against any and all Losses and Expenses imposed uponDamages resulting or arising from, or incurred or suffered by, such Buyer Group Member as a result of or arising out in respect of: (ia) any breach by any of the Seller Parties ofbreach, inaccuracy or any other failure of any of the Seller Parties to perform, any of their covenants, agreements or obligations pursuant to this Agreement; (ii) any inaccuracy be true and correct of any representation or warranty made set forth in Article II or Article III; (b) any breach of any covenant or agreement of the Seller Parties contained in this Agreement or any certificate delivered by or on behalf of the Seller Parties pursuant hereto (in each case, for all purposes of this Article IX, disregarding any “material,” “Material Adverse Effect” or similar qualifiers therein, it being agreed that, except for Schedules 3.5, 3.6, 3.8(c), 3.15, 3.16, 3.17 and 3.19, the completeness of schedules referred to in any representation or warranty shall not be determined by disregarding such terms)Agreement; (iiic) all Indemnified Taxes; (d) any Claims made by (i) any current or former equity holder of the Excluded LiabilitiesTransferred Companies arising out of or related to such current or former equity holder's direct or indirect ownership in the Transferred Companies or (ii) any other Person arising out of or related to such Person's claim to direct or indirect ownership in the Transferred Companies, including in the Excluded Assets andcase of clauses (i) and (ii), except for claims any Claims related to such current or former equity holder's or any other Person's right to participate, directly or indirectly, in respect of the proceeds arising from the Contemplated Transactions; and/or (e) any Closing Indebtedness or Transaction Expense which did not reduce the Buyer is obligated to indemnify the Seller Group Members Purchase Price Shares as finally determined pursuant to Section 9.2, the Seller Parties’, LIN’s 1.6 and their respective Affiliates’ operation of the Business and/or the ownership and/or use of the Purchased Assets prior to the Closing Date; or (iv) the failure of LIN or any of its Affiliates to have (i) operated and carried on the Business in all material respects in the ordinary course of the Business in accordance with Section 5.4(a), and (ii) complied with the restrictions set forth in Section 5.4(b), subject to the exceptions set forth in clauses (w) – (z) of the introductory sentence of Section 5.4(b); provided, however, that, except with respect to their Fundamental Representations (other than Section 3.11 and the second sentence of Section 3.9(a)) and the representations and warranties set forth in Section 3.6, the Seller Parties shall not be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 with respect to Losses and Expenses imposed upon, or incurred or suffered by, the Buyer Group Members until, and then only to the extent that, the aggregate amount of all such Losses and Expenses exceed one percent (1%) of the Purchase Price (the “Deductible”); and, provided, further, that the aggregate amount of Losses and Expenses that the Seller Parties shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 (except with respect to their Fundamental Representations and the representations and warranties set forth in Section 3.6) shall not exceed the Cap; and provided further, that the aggregate amount of Losses and Expenses that the Seller Parties shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 with respect to the representations and warranties set forth in Section 3.11 and the second sentence of Section 3.9(a) shall not exceed the Purchase Price. For purposes of this Agreement, the “Cap” means (a) from the Closing until the 6-month anniversary of the Closing Date, an amount equal to ten percent (10%) of the Purchase Price (the “Initial Cap”), and (b) on and from the 6-month anniversary of the Closing Date, the lesser of (x) the Initial Cap and (y) an amount equal to (I) 50% of the Initial Cap, plus (II) the amount of any claims by the Buyer Group Members for indemnification under this Agreement for which a Claim Notice has been given to the Seller Parties prior to the six-month anniversary of the Closing Date (it being understood that any claims for indemnification paid prior to the determination of the Cap from and after the six-month anniversary of the Closing shall be counted against the Cap in calculating amounts available to satisfy other claims for indemnification). Without limiting the generality of the foregoing, any indemnification claim made by any of the Buyer Group Members pursuant to clause (ii) of this Section 9.1 with respect to a representation or warranty other than a Fundamental Representation (other than Section 3.11 and the second sentence of Section 3.9(a)) or a representation or warranty set forth in Section 3.6 and involving any claim for less than $50,000 shall not be entitled to indemnification under this Section 9.1 and shall not be counted toward satisfaction of the Deductible1.7.

Indemnification by the Seller Parties. From and after the Closing and subject to Section 11.1Closing, the Seller Parties agree and, subject to Section 6.5(g), Bereke (in such capacity, the “Seller Indemnitors”) shall, jointly and severally to indemnify severally, indemnify, defend and hold Greenbrook, the Purchaser and their Affiliates (including, after the Closing, the Transferred Companies) and each of their respective Representatives, successors and assigns but excluding any Seller Indemnified Party (collectively, the “Purchaser Indemnified Parties”) harmless each Buyer Group Member from and against, and to reimburse each Buyer Group Member with respect to, against any and all Losses and Expenses imposed uponDamages resulting or arising from, or incurred or suffered by, such Buyer Group Member as a result of or arising out in respect of: (ia) any breach by any of the Seller Parties ofbreach, inaccuracy or any other failure of any of the Seller Parties to perform, any of their covenants, agreements or obligations pursuant to this Agreement; (ii) any inaccuracy be true and correct of any representation or warranty made set forth in Article II or Article III; (b) any breach of any covenant or agreement of the Seller Parties contained in this Agreement or any certificate delivered by or on behalf of the Seller Parties pursuant hereto (in each case, for all purposes of this Article IX, disregarding any “material,” “Material Adverse Effect” or similar qualifiers therein, it being agreed that, except for Schedules 3.5, 3.6, 3.8(c), 3.15, 3.16, 3.17 and 3.19, the completeness of schedules referred to in any representation or warranty shall not be determined by disregarding such terms)Agreement; (iiic) all Indemnified Taxes; (d) any Claims made by (i) any current or former equity holder of the Excluded LiabilitiesTransferred Companies arising out of or related to such current or former equity holder’s direct or indirect ownership in the Transferred Companies or (ii) any other Person arising out of or related to such Person’s claim to direct or indirect ownership in the Transferred Companies, including in the Excluded Assets andcase of clauses (i) and (ii), except for claims any Claims related to such current or former equity holder’s or any other Person’s right to participate, directly or indirectly, in respect of the proceeds arising from the Contemplated Transactions; and/or (e) any Closing Indebtedness or Transaction Expense which did not reduce the Buyer is obligated to indemnify the Seller Group Members Purchase Price Shares as finally determined pursuant to Section 9.2, the Seller Parties’, LIN’s 1.6 and their respective Affiliates’ operation of the Business and/or the ownership and/or use of the Purchased Assets prior to the Closing Date; or (iv) the failure of LIN or any of its Affiliates to have (i) operated and carried on the Business in all material respects in the ordinary course of the Business in accordance with Section 5.4(a), and (ii) complied with the restrictions set forth in Section 5.4(b), subject to the exceptions set forth in clauses (w) – (z) of the introductory sentence of Section 5.4(b); provided, however, that, except with respect to their Fundamental Representations (other than Section 3.11 and the second sentence of Section 3.9(a)) and the representations and warranties set forth in Section 3.6, the Seller Parties shall not be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 with respect to Losses and Expenses imposed upon, or incurred or suffered by, the Buyer Group Members until, and then only to the extent that, the aggregate amount of all such Losses and Expenses exceed one percent (1%) of the Purchase Price (the “Deductible”); and, provided, further, that the aggregate amount of Losses and Expenses that the Seller Parties shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 (except with respect to their Fundamental Representations and the representations and warranties set forth in Section 3.6) shall not exceed the Cap; and provided further, that the aggregate amount of Losses and Expenses that the Seller Parties shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 with respect to the representations and warranties set forth in Section 3.11 and the second sentence of Section 3.9(a) shall not exceed the Purchase Price. For purposes of this Agreement, the “Cap” means (a) from the Closing until the 6-month anniversary of the Closing Date, an amount equal to ten percent (10%) of the Purchase Price (the “Initial Cap”), and (b) on and from the 6-month anniversary of the Closing Date, the lesser of (x) the Initial Cap and (y) an amount equal to (I) 50% of the Initial Cap, plus (II) the amount of any claims by the Buyer Group Members for indemnification under this Agreement for which a Claim Notice has been given to the Seller Parties prior to the six-month anniversary of the Closing Date (it being understood that any claims for indemnification paid prior to the determination of the Cap from and after the six-month anniversary of the Closing shall be counted against the Cap in calculating amounts available to satisfy other claims for indemnification). Without limiting the generality of the foregoing, any indemnification claim made by any of the Buyer Group Members pursuant to clause (ii) of this Section 9.1 with respect to a representation or warranty other than a Fundamental Representation (other than Section 3.11 and the second sentence of Section 3.9(a)) or a representation or warranty set forth in Section 3.6 and involving any claim for less than $50,000 shall not be entitled to indemnification under this Section 9.1 and shall not be counted toward satisfaction of the Deductible1.7.

Indemnification by the Seller Parties. From (a) Subject to written notice of such claim for indemnification being given to the Seller Parties within the appropriate survival period set forth in Section 9.1, each of the Seller Parties, jointly and severally, covenants and agrees, on the terms and subject to the limitations set forth in this Agreement, from and after the Closing and subject Closing, to Section 11.1indemnify, the Seller Parties agree jointly and severally to indemnify defend and hold harmless each Buyer Group Member the Purchasers from and against, and to reimburse each Buyer Group Member with respect to, any and all Losses and Expenses imposed upon, or incurred or suffered by, such Buyer Group Member as a result of or arising out of: (i) any breach by any all losses, damages, liabilities, deficiencies, obligations, costs and expenses ("Losses") directly or indirectly resulting from or arising out of the Seller Parties of, or any other failure of any of the Seller Parties to perform, any of their covenants, agreements or obligations pursuant to this Agreement; (iiA) any inaccuracy of any representation or warranty of any of the Seller Parties contained in this Agreement that survives the Closing pursuant to Section 9.1 or of the Parent Parties contained in the Undertaking Letters not being true and correct when made or deemed made, (B) any certificate delivered by nonperformance or on behalf breach of any covenant or agreement of the Seller Parties pursuant hereto contained in this Agreement (including the covenants and agreements set forth in each caseArticle I) or of the Parent Parties contained in the Undertaking Letters; and (ii) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts', and other fees, costs and expenses) relating to or resulting from any of the foregoing. (b) The Purchasers acknowledge and agree that following the Closing, their sole and exclusive remedy with respect to any and all claims for all purposes monetary damages relating to this Agreement and the transactions contemplated hereby (other than claims of, or causes of action arising from, fraud, or to enforce the Purchaser's rights under this Article IXVIII) shall be pursuant to the indemnification provisions set forth in this Article VIII. (c) Other than with respect to Losses resulting from a breach of Sections 2.1, disregarding any “material,” “Material Adverse Effect” 2.2, 2.3, 2.20 or similar qualifiers therein, it being agreed that, except for Schedules 3.5, 3.6, 3.8(c4.4 (the "SELLER BASKET EXCEPTIONS"), 3.15, 3.16, 3.17 and 3.19, no indemnification by the completeness Seller Parties under this Section 8.1 in respect of schedules referred to an inaccuracy in or breach or any representation or warranty shall not be determined by disregarding such terms); (iii) in this Agreement or in any certificate delivered pursuant hereto or any breach of the Excluded Liabilities, the Excluded Assets and, except for claims in respect covenants and agreements of which the Buyer is obligated to indemnify the Seller Group Members pursuant Parties to Section 9.2, the Seller Parties’, LIN’s and their respective Affiliates’ operation of the Business and/or the ownership and/or use of the Purchased Assets be performed at or prior to the Closing Date; or (iv) the failure of LIN or any of its Affiliates to have (i) operated in Articles II and carried on the Business in all material respects in the ordinary course of the Business in accordance with Section 5.4(a), IV shall be due and (ii) complied with the restrictions set forth in Section 5.4(b), subject to the exceptions set forth in clauses (w) – (z) of the introductory sentence of Section 5.4(b); provided, however, that, except with respect to their Fundamental Representations (other than Section 3.11 and the second sentence of Section 3.9(a)) and the representations and warranties set forth in Section 3.6, the Seller Parties shall not be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 with respect to Losses and Expenses imposed upon, or incurred or suffered by, the Buyer Group Members until, and then only to the extent that, payable unless the aggregate amount of all such Losses and Expenses exceed one percent (1%) of the Purchase Price exceeds US $2,250,000 (the “Deductible”"SELLER BASKET AMOUNT"); and, providedwhereupon the Seller Parties will be obligated to pay the Losses included in the Seller Basket Amount, further, but only to the extent that the aggregate amount of such Losses and Expenses that the Seller Parties shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 (except with respect to their Fundamental Representations and the representations and warranties set forth in Section 3.6) shall not exceed the Cap; and provided furtherexceeds US $200,000, that the aggregate amount of Losses and Expenses that the Seller Parties shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 with respect to the representations and warranties set forth in Section 3.11 and the second sentence of Section 3.9(a) shall not exceed the Purchase Price. For purposes of this Agreement, the “Cap” means (a) from the Closing until the 6-month anniversary of the Closing Date, an amount equal to ten percent (10%) of the Purchase Price (the “Initial Cap”), and (b) on and from the 6-month anniversary of the Closing Date, the lesser of (x) the Initial Cap and (y) an amount equal to (I) 50% of the Initial Cap, plus (II) as well as the amount of any claims by Losses in excess of the Buyer Group Members Seller Basket Amount and the fees, costs and expenses described in Section 8.1(a)(ii). The Seller Parties shall not be obligated to indemnify the Purchasers for indemnification under inaccuracies in or breaches of the 63 representations and warranties in this Agreement for which a Claim Notice has been given or in any certificate delivered pursuant hereto or breaches of the covenants and agreements in Articles II and IV to be performed on or before the Closing Date in an amount in excess of US $35 million; PROVIDED, HOWEVER, that the limitations set forth in this sentence shall not be applicable to any breach by the Seller Parties prior to the six-month anniversary of the Closing Date (it being understood that any claims for indemnification paid prior to the determination of the Cap from and after the six-month anniversary of the Closing shall be counted against the Cap in calculating amounts available to satisfy other claims for indemnification). Without limiting the generality of the foregoing, any indemnification claim made by any of the Buyer Group Members pursuant to clause (ii) of this Section 9.1 with respect to a representation or warranty other than a Fundamental Representation (other than Section 3.11 and the second sentence of Section 3.9(a)) or a representation or warranty set forth in Section 3.6 and involving any claim for less than $50,000 shall not be entitled to indemnification under this Section 9.1 and shall not be counted toward satisfaction of the DeductibleSeller Basket Exceptions.

Indemnification by the Seller Parties. From (a) Subject to Sections 7.1, 7.3(b) and after the Closing and subject to Section 11.17.6, the Seller Parties agree jointly and severally to indemnify shall indemnify, defend and hold harmless each the Buyer Group Member and its Affiliates and the heirs, successors and assigns of the foregoing Persons (collectively, the “Buyer Indemnified Parties”, individually, a “Buyer Indemnified Party” and together with the Seller Indemnified Parties, the “Indemnified Parties”) from and againstany Losses incurred by or asserted against any of the Buyer Indemnified Parties, and solely to reimburse each Buyer Group Member with respect to, any and all Losses and Expenses imposed upon, the extent directly resulting from or incurred or suffered by, such Buyer Group Member as a result of or arising out of: related to (i) any breach by any of the Seller Parties of, or any other failure of any of the Seller Parties to perform, any of their covenants, agreements or obligations pursuant to this Agreement; (ii) any inaccuracy of any representation or warranty made by the Seller Parties contained in Article III by virtue of its failure to be true and correct (A) on and as of the date hereof, (B) on and as of the Closing Date with the same effect as though made on the Closing Date (other than any such representation or warranty that speaks as of a specific date or time other than the Closing Date) or (C) on and as of the date or time when made, in the case of any representations or warranty that speaks as of a specific date or time other than the Closing Date, (ii) any breach of any covenant or agreement of the Seller Parties contained in this Agreement or any certificate delivered by or on behalf of the Seller Parties pursuant hereto (in each caseAgreement, for all purposes of this Article IX, disregarding any “material,” “Material Adverse Effect” or similar qualifiers therein, it being agreed that, except for Schedules 3.5, 3.6, 3.8(c), 3.15, 3.16, 3.17 and 3.19, the completeness of schedules referred to in any representation or warranty shall not be determined by disregarding such terms); (iii) the Excluded Liabilities, the Excluded Assets and, except for claims in respect of which the Buyer is obligated to indemnify the Seller Group Members pursuant to Section 9.2, the Seller Parties’, LIN’s and their respective Affiliates’ operation without duplication of the Business and/or the ownership and/or use other provisions of the Purchased Assets prior to the Closing Date; or this Section 7.3(a) or Section 5.6, any liability for Covered Taxes, (iv) without duplication of the failure other provisions of LIN this Section 7.3(a), any of the Producer Legal Actions, (v) the Non-Traditional Insurance Business, the Retained Business, any Liabilities relating to the Seller and its Affiliates, other than (x) those of the Acquired Companies and (y) those related to the Traditional Insurance Business of APNY, (vi) the Reinsurance Dispute (but, for the avoidance of doubt, not for any threatened or actual Legal Action related, directly or indirectly, to the applicable reinsurance company or any of its Affiliates arising after the Closing Date), (vii) all Liabilities under the Benefit Plans, whenever arising, (viii) without duplication of the other provisions of this Section 7.3(a), any Current Employee or other individual employed by or formerly employed by any Acquired Company who does not become a Transferred Employee or any Transferred Employee with respect to have his or her employment by the Seller Parties or their Affiliates prior to the Closing Date or (iwith respect to affected employees) operated and carried on as of the Business in all material respects Delayed Transfer Date, (ix) except as may otherwise be agreed upon by the Parties, the failure of the Seller Parties to obtain any of the Seller Parties’ Required Reinsurer Consents, (x) the Material Lawsuits in the ordinary course aggregate in excess of the Business in accordance with Section 5.4(a)Material Lawsuits Reserves, and (iixi) complied with the restrictions matter set forth in Section 5.4(b7.3 of the Seller’s Disclosure Schedule and (xii) all Transaction Expenses of the Seller Parties or the Acquired Companies. (b) With respect to any claim for indemnification made under Section 7.3(a)(i) (other than a claim to the extent based on a breach of Section 3.11 or any of the Seller Parties’ Fundamental Representations), subject no Claim Notice may be submitted by any Buyer Indemnified Party with respect to any Loss, nor shall the exceptions set forth Seller Parties be required to indemnify any Buyer Indemnified Party against any Loss in clauses (w) – (z) respect of such Claim Notice unless the aggregate amount of the introductory sentence Loss to be paid in respect of Section 5.4(b)such Claim Notice exceeds the Initial Threshold, and then only for the amount of such excess; provided, however, that, except with respect that any series of Losses relating to their Fundamental Representations (other than Section 3.11 the same facts and circumstances will be aggregated for purposes of determining whether such Losses exceed the second sentence of Section 3.9(a)) and the representations and warranties set forth in Section 3.6, the Initial Threshold. The Seller Parties shall not be required liable to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 with respect to Losses and Expenses imposed upon, or incurred or suffered by, the Buyer Group Members until, and then only Indemnified Parties for any indemnification under Section 7.3(a)(i) (other than a claim to the extent that, based on a breach of Section 3.11 or any of the Seller Parties’ Fundamental Representations) until the aggregate amount of all such Losses and Expenses exceed one percent in respect of indemnification under Section 7.3(a)(i) (1%) other than a claim to the extent based on a breach of Section 3.11 or any of the Purchase Price (Seller Parties’ Fundamental Representations) in excess of the “Initial Threshold exceed the Deductible”); and, provided, further, that . The Buyer Indemnified Parties’ claims for indemnification pursuant to Section 7.3(a)(i) to the aggregate amount of Losses and Expenses that extent based on a breach by the Seller Parties of Section 3.11 or any of the Seller Parties’ Fundamental Representations shall not be required included in calculating the Initial Threshold or the Deductible. The Seller Parties’ aggregate liability for any Losses to indemnify and hold harmless the Buyer Indemnified Parties shall not exceed (i) the Indemnity Cap in the case of any claim for indemnification pursuant to clause Section 7.3(a)(i) other than to the extent based on a breach of Section 3.11 or any of the Seller Parties’ Fundamental Representations and (ii) the Adjusted Purchase Price in the case of this any claim for indemnification pursuant to Section 9.1 (except with respect 7.3(a)(i) to their the extent based on a breach of any of the Seller Parties’ Secondary Fundamental Representations and or pursuant to Section 7.3(a)(ii) to the representations and warranties extent based on a breach of any of the Seller Parties’ Pre-Closing Covenants. The limitations on indemnification set forth in this Section 3.67.3(b) shall not exceed the Cap; and provided further, that the aggregate amount of Losses and Expenses that the Seller Parties shall be required apply to indemnify and hold harmless any claim for indemnification pursuant to clause (iiSection 7.3(a)(i) of this Section 9.1 with respect to the representations and warranties set forth in extent based on a breach of Section 3.11 and the second sentence of Section 3.9(a) shall not exceed the Purchase Price. For purposes of this Agreement, the “Cap” means (a) from the Closing until the 6-month anniversary of the Closing Date, an amount equal to ten percent (10%) of the Purchase Price (the “Initial Cap”), and (b) on and from the 6-month anniversary of the Closing Date, the lesser of (x) the Initial Cap and (y) an amount equal to (I) 50% of the Initial Cap, plus (II) the amount of any claims by the Buyer Group Members for indemnification under this Agreement for which a Claim Notice has been given to the Seller Parties prior to the six-month anniversary of the Closing Date (it being understood that any claims for indemnification paid prior to the determination of the Cap from and after the six-month anniversary of the Closing shall be counted against the Cap in calculating amounts available to satisfy other claims for indemnification). Without limiting the generality of the foregoing, any indemnification claim made by or any of the Buyer Group Members Seller Parties’ Primary Fundamental Representations, pursuant to clause (iiSection 7.3(a)(ii) to the extent based on a breach of this Section 9.1 with respect to a representation or warranty other than a Fundamental Representation (other than Section 3.11 and the second sentence of Section 3.9(a)) or a representation or warranty set forth in Section 3.6 and involving any claim for less than $50,000 shall not be entitled to indemnification under this Section 9.1 and shall not be counted toward satisfaction of the DeductibleSeller Parties’ Post-Closing Covenants, or pursuant to Sections 7.3(a)(iii)-(xi).