Common use of Indemnification by the Seller Clause in Contracts

Indemnification by the Seller. (a) Notwithstanding the Closing, the Seller shall indemnify and agree to save and hold the Buyer, its directors, officers, and employees (the “Buyer Indemnitees”), harmless against any Losses incurred by any Buyer Indemnitee after the Closing, to the extent such Losses arise out of or result from any one or more of the following: (i) a breach of any representation or warranty of the Seller contained in Article 5 of this Agreement; (ii) a breach of any of the covenants or agreements of the Seller contained in this Agreement; or (iii) the Seller’s failure to pay in full (including any fees and expenses relating to such Loss) the Debt Repayment Amounts shown on Schedule 10.2(a)(iii); provided, however, to the extent that any such Losses are reflected in the post-closing adjustment pursuant to Section 3.2 of this Agreement, the Buyer shall not be entitled to indemnification for such Losses pursuant to this Section 10.2(a)(iii). (b) Notwithstanding anything in this Section 10.2 to the contrary: (i) the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(i) or (ii) (whether such liability would be pursuant to such section or under any other theory of liability) unless the aggregate of all Losses relating thereto for which the Seller would, but for this Section 10.2(b)(i), be liable exceeds on a cumulative basis an amount equal to USD $500,000 (subject to Section 10.2(b)(ii)) (at which point, subject to the other limitations herein, the Seller will be liable to the Buyer Indemnitees for all such Losses from the first dollar of Losses); and (ii) the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(i) or (ii) (whether such liability would be pursuant to such section or under any other theory of liability) for any individual items where the Loss relating thereto is less than USD $50,000 and such items shall not be aggregated for purposes of clause (i) of this Section 10.2(b); (iii) the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(i) or (ii) and/or Section 9.1 (whether such liability would be pursuant to such section or under any other theory of liability) for any breach of a representation or warranty if the Buyer otherwise is aware of such breach prior to the Closing; and (iv) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 10.2(a)(i) or (ii) whether such liability would be pursuant to such section or under any other theory of liability shall not exceed in the aggregate USD $10,000,000 (the “Maximum Seller Indemnification Amount”); (v) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 9.1 shall not exceed the Final Purchase Price reduced by the Maximum Seller Indemnification Amount; and (vi) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 10.2(a)(iii) shall not exceed $20,000,000. (c) Notwithstanding anything in this Agreement to the contrary, for purposes of Section 10.2, in determining the amount of any Losses, no effect shall be given to any qualification as to materiality or Material Adverse Effect.

Indemnification by the Seller. (a) Notwithstanding the ClosingSubject to Article VII, and Sections 10.01(b), 10.03, 10.06, 10.07, 10.08 and 11.01, the Seller shall indemnify and agree to save indemnify, defend and hold harmless the BuyerAcquiror and its Affiliates (including, its directorswithout limitation, officersthe Company and the Insurance Subsidiaries) and Representatives (collectively, the “Acquiror Indemnified Parties”) against, and employees (the “Buyer Indemnitees”)reimburse any Acquiror Indemnified Party for, harmless against all Losses that such Acquiror Indemnified Party may at any Losses incurred by any Buyer Indemnitee after the Closingtime suffer or incur, to the extent such Losses arise out or become subject to, as a result of or result from any one or more of the followingin connection with: (i) a the inaccuracy or breach of any representation or warranty made by the Seller in this Agreement or in any of the Seller contained other Transaction Agreements or in Article 5 of this Agreementthe certificate referred to in Section 8.02(a)(iii); (ii) a any breach of or failure by the Seller to perform any of the its covenants or agreements of the Seller obligations contained in this Agreement; or (iii) the Seller’s failure to pay in full (including any fees and expenses relating to such Loss) the Debt Repayment Amounts shown on Schedule 10.2(a)(iii); provided, however, to the extent that any such Losses are reflected in the post-closing adjustment pursuant to Section 3.2 of this Agreement, the Buyer shall not be entitled to indemnification for such Losses pursuant to this Section 10.2(a)(iii)Excluded Assets. (b) Notwithstanding anything in this Section 10.2 any other provision to the contrary: (i) , the Seller shall not have be required to indemnify, defend or hold harmless any liability Acquiror Indemnified Party against, or reimburse any Acquiror Indemnified Party for, any Losses pursuant to 10.01(a)(i) (other than Losses arising solely as a result of or in connection with the inaccuracy or breach of any representation or warranty made by the Seller in Section 3.01, 3.02, 3.03 or Section 3.22, as to which this Section 10.01(b) shall not apply) (i) with respect to matters covered by Section 10.2(a)(iany claim (or series of related claims arising from the same underlying facts, events or circumstances), unless such claim (or series of related claims arising from the same underlying facts, events or circumstances) involves Losses in excess of $90,000 (nor shall any such item that does not meet the $90,000 threshold be applied to or (ii) (whether such liability would be pursuant to such section or under any other theory considered for purposes of liability) unless calculating the aggregate amount of all the Acquiror Indemnified Parties’ Losses relating thereto for which the Seller would, but for this Section 10.2(b)(i), be liable exceeds on a cumulative basis an amount equal to USD $500,000 (subject to Section 10.2(b)(ii)) (at which point, subject to the other limitations herein, the Seller will be liable to the Buyer Indemnitees for all such Losses from the first dollar of Losses); and has responsibility under clause (ii) the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(ibelow) or and (ii) (whether such liability would be pursuant to such section or under any other theory until the aggregate amount of liability) for any individual items where the Loss relating thereto is less than USD $50,000 and such items shall not be aggregated for purposes Acquiror Indemnified Parties’ Losses exceeds 1% of clause (i) of this Section 10.2(b); (iii) the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(i) or (ii) and/or Section 9.1 (whether such liability would be pursuant to such section or under any other theory of liability) for any breach of a representation or warranty if the Buyer otherwise is aware of such breach prior to the Closing; and (iv) the maximum amount for Purchase Price, after which the Seller shall be liable obligated for all Losses of the Acquiror Indemnified Parties that in the aggregate are in excess of 1% of the Purchase Price; but only if such excess Losses arise with respect to matters covered by Section 10.2(a)(iany claim (or series of related claims arising from the same underlying facts, events or circumstances) or (ii) whether such liability would be pursuant to such section or under any other theory that involves Losses in excess of liability shall not exceed in the $150,000. The cumulative aggregate USD $10,000,000 (the “Maximum Seller Indemnification Amount”); (v) the maximum amount for which indemnification obligation of the Seller shall be liable with respect to matters covered by under this Section 9.1 shall not exceed the Final Purchase Price reduced by the Maximum Seller Indemnification Amount; and (vi) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 10.2(a)(iii10.01(b) shall not in no event exceed $20,000,00025% of the Purchase Price. (c) Notwithstanding anything in For purposes of this Agreement to the contrary, Article X and for purposes of determining whether the Acquiror Indemnified Parties are entitled to indemnification from the Seller pursuant to Sections 10.01(a)(i) and 10.01(b) hereof, any breach of or inaccuracy in any representation or warranty (other than any representation or warranty contained in Sections 3.06, 3.07, 3.11(a), 3.11(e), 3.15(f), 3.20(c) and the first sentence of Section 10.2, in determining 3.27 as to which this Section 10.01(c) shall not apply) of the amount of any Losses, no effect Seller shall be given determined without regard to any qualification as materiality qualifications set forth in such representation or warranty, and all references to materiality or the terms “material”, “materially”, “materiality”, “Material Adverse Effect” or any similar terms shall be ignored for purposes of determining whether such representation or warranty was true and correct when made or deemed made. (d) Any breach of or inaccuracy in any representation or warranty of the Seller given as of the Closing Date resulting from any failure to take an action by the Seller, the Company or any of the Insurance Subsidiaries due to the Acquiror’s unreasonable refusal to give its consent to a written request by the Seller under Section 5.01 shall, unless and to the extent that such representation was breached or inaccurate as of the date of this Agreement, not be deemed to have been breached or inaccurate for purposes of Article VIII or this Article X, and no Losses arising or resulting in any manner from any such breach or inaccuracy as of the Closing Date shall be in any manner indemnifiable under this Article X.

Indemnification by the Seller. (a) Notwithstanding Subject to the terms of this Article 10, the Seller agrees to indemnify, defend, and hold harmless the Buyer and its Affiliates (including, without limitation, after the Closing, the Seller shall indemnify Company) and agree to save and hold the Buyertheir respective equityholders, its directorsmembers, managers, officers, directors, employees, agents, successors and employees assigns (the “Buyer IndemniteesIndemnified Parties”), harmless from, against and for any and all Losses imposed upon, suffered by or incurred by any Buyer Indemnitee after the ClosingIndemnified Party resulting from, arising out of, with respect to the extent such Losses arise out of or result from any one or more of the following: in connection with: (i) a any breach or inaccuracy of any representation or warranty of the Seller or the Company contained in Article 5 of this Agreement; 2 or Article 3, (ii) a any breach of any of the covenants covenant or agreements agreement of the Seller or the Company (prior to the Closing) contained in this Agreement; or , (iii) the Seller’s failure to pay in full all Pre-Closing Taxes, (including iv) any fees and expenses relating to such Loss) the Debt Repayment Amounts shown on Schedule 10.2(a)(iii); provided, however, to the extent Indebtedness or Closing Date Transaction Expenses that any such Losses are reflected not included in the post-closing adjustment calculation of Indebtedness or Closing Date Transaction Expenses used to determine the final Purchase Price, in each case as finally determined pursuant to Section 3.2 of this Agreement1.8, and (v) the matters set forth on Schedule 10.2(a)(i). (b) Buyer Indemnified Parties shall not be entitled to indemnification for such Losses pursuant to this Section 10.2(a)(iii). 10.2(a)(i) for any Loss (b) Notwithstanding anything in this Section 10.2 to the contrary: (i) the Seller shall not have any liability other than with respect to matters covered by Fundamental Representations, the representations and warranties in Section 2.11, or Fraud) unless and until the aggregate dollar amount of all Losses that would otherwise be indemnifiable pursuant to Section 10.2(a)(i) or (ii) (whether such liability would be pursuant to such section or under any other theory of liability) unless the aggregate of all Losses relating thereto for which the Seller would, but for this Section 10.2(b)(i), be liable exceeds on a cumulative basis an amount equal to USD $500,000 (subject to Section 10.2(b)(ii)) (at which point, subject to the other limitations herein, the Seller will be liable to the Buyer Indemnitees for all such Losses from the first dollar of Losses); and (ii) the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(i) or (ii) (whether such liability would be pursuant to such section or under any other theory of liability) for any individual items where the Loss relating thereto is less than USD $50,000 and such items shall not be aggregated for purposes of clause (i) of this Section 10.2(b); (iii) the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(i) or (ii) and/or Section 9.1 (whether such liability would be pursuant to such section or under any other theory of liability) for any breach of a representation or warranty if the Buyer otherwise is aware of such breach prior to the Closing; and (iv) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 10.2(a)(i) or (ii) whether such liability would be pursuant to such section or under any other theory of liability shall not exceed in the aggregate USD $10,000,000 1,800,000 (the “Maximum Seller Indemnification Threshold Indemnity Amount”); (v) , at which time the maximum amount for which Buyer Indemnified Parties shall only be entitled to receive indemnification from the Seller shall be liable with respect to matters covered by Section 9.1 shall not exceed the Final Purchase Price reduced by the Maximum Seller Indemnification Amount; and (vi) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 10.2(a)(iii) shall not exceed $20,000,000. (c) Notwithstanding anything in this Agreement to the contrary, for purposes of Section 10.2, in determining the amount of any Lossessuch Losses in excess of the Threshold Indemnity Amount, no effect shall be given up to any qualification as to materiality or Material Adverse Effect.the remaining amount of the Indemnity Escrow

Indemnification by the Seller. (a) Notwithstanding the Closing, the The Seller shall agrees to indemnify and agree to save and hold the BuyerBuyer (and its Affiliates, its directors, officers, employees and employees agents, and each of the heirs, executors, successors and assigns of the foregoing) harmless from and with respect to any and all claims, liabilities, losses, damages, costs and expenses (including without limitation the “Buyer Indemnitees”reasonable fees and disbursements of counsel) (collectively, "Losses"), harmless against any Losses incurred by any Buyer Indemnitee after the Closing, to the extent such Losses arise arising out of or result from any one or more of the following: (i) a any breach by the Seller of any representation or warranty of made by the Seller contained in Article 5 of this Agreement; , (ii) a any breach by the Seller of any of the covenants covenant, obligation or agreements of undertaking made by the Seller contained in this Agreement; or Agreement or (iii) the Seller’s failure to pay in full Excluded Liabilities. (including any fees and expenses relating to such Lossb) the Debt Repayment Amounts shown on Schedule 10.2(a)(iii); provided, however, to the extent that any such No action or claim for Losses are reflected in the post-closing adjustment pursuant to Section 3.2 13.1(a)(i) above may be brought or made unless such action or claim (a "Claim") has been specified in reasonable detail in a written notice from the Buyer to the Seller on or before the one year anniversary of this Agreementthe Closing, except for Claims arising out of any breach of the Seller of Section 5.17, which must be made on or before July 9, 1999, or Claims arising out of any breach of the Seller of Section 5.19, which must be made on or before the expiration of any applicable statute of limitations period. (c) The Buyer shall not be entitled to indemnification under Section 13.1(a)(i) above except to the extent that the cumulative amount of Losses arising from Claims asserted under Section 13.1(a)(i) exceeds $100,000, and then only to the extent of such excess. In addition, in no event shall the aggregate liability of the Seller for such Losses under Section 13.1(a)(i) exceed ten percent (10%) of the Purchase Price (as finally adjusted pursuant to this Section 10.2(a)(iii). (b3.2) Notwithstanding anything except in this Section 10.2 to the contrary: (i) case of Losses arising from any breach by the Seller shall not have any liability with respect to matters covered by of Section 10.2(a)(i) or 5.17 (ii) (whether such liability would be pursuant to such section or under any other theory of liability) unless the aggregate of all Losses relating thereto "Environmental Claims"), for which the Seller would, but for this Section 10.2(b)(i), be liable exceeds on a cumulative basis an amount equal to USD $500,000 (subject to Section 10.2(b)(ii)) (at which point, subject to the other limitations herein, the Seller will be liable to the Buyer Indemnitees for all such Losses from the first dollar of Losses); and (ii) the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(i) or (ii) (whether such liability would be pursuant to such section or under any other theory of liability) for any individual items where the Loss relating thereto is less than USD $50,000 and such items shall not be aggregated for purposes of clause (i) of this Section 10.2(b); (iii) the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(i) or (ii) and/or Section 9.1 (whether such liability would be pursuant to such section or under any other theory of liability) for any breach of a representation or warranty if the Buyer otherwise is aware of such breach prior to the Closing; and (iv) the maximum amount for which payable by the Seller shall be liable with respect to matters covered by Section 10.2(a)(i) $10,000,000, or (ii) whether such liability would be pursuant to such section or under any other theory of liability shall not exceed in the aggregate USD $10,000,000 (the “Maximum Seller Indemnification Amount”); (v) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 9.1 shall not exceed the Final Purchase Price reduced by the Maximum Seller Indemnification Amount; and (vi) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 10.2(a)(iii) shall not exceed $20,000,000arising from fraud. (c) Notwithstanding anything in this Agreement to the contrary, for purposes of Section 10.2, in determining the amount of any Losses, no effect shall be given to any qualification as to materiality or Material Adverse Effect.

Indemnification by the Seller. (a) Notwithstanding the Closing, the The Seller shall indemnify and agree to save and hold the BuyerPurchaser harmless from and against any claims, its directorsdemands, officersactions, causes of action, judgements, damages, losses, liabilities, costs or expenses (including, without limitation, interest, penalties and employees (the “Buyer Indemnitees”reasonable attorneys' and experts' fees and disbursements), harmless including Tax liabilities (collectively, the "Claims") which may be made against any Losses incurred by any Buyer Indemnitee after the ClosingPurchaser or which it may suffer or incur as a result of, to the extent such Losses arise arising out of or result from any one or more of the followingrelating to: (i) a 8.1.1 any violation, contravention or breach of any representation covenant, agreement or warranty obligation of the Seller contained in Article 5 of this Agreement; (ii) a breach of any of the covenants under or agreements of the Seller contained in pursuant to this Agreement; or (iii) 8.1.2 any incorrectness in, or breach of, any representation or warranty made by the Seller’s failure Seller pursuant to pay Article 3, the disclosure Schedules attached hereto or in full (including any fees and expenses relating certificate or other document delivered or given pursuant to such Loss) this Agreement; or 8.1.3 any liabilities or obligations of the Debt Repayment Amounts shown Seller of any nature whatsoever arising after the date hereof in respect of any fact, condition or circumstance existing or occurring on Schedule 10.2(a)(iii)or prior to the date hereof, except for the Assumed Liabilities; provided, however, to the extent however that any such Losses are reflected in the post-closing adjustment pursuant to Section 3.2 of this Agreement, the Buyer shall not be entitled to indemnification for such Losses pursuant to this Section 10.2(a)(iii). (b) Notwithstanding anything in this Section 10.2 to the contrary: (ia) the Seller shall not have any liability obligation hereunder, including the obligation to indemnify or hold harmless the Purchaser from and against any Claims, or with respect to matters covered by Section 10.2(a)(ithe existence or occurrence of any matter described in Sections 8.1.1, 8.1.2 or 8.1.3, until the Purchaser has suffered Claims in excess of $250,000 (the "Threshold Amount"); (b) or (ii) (whether once such liability would Threshold Amount is attained, the Purchaser shall be pursuant entitled to such section or under any other theory of liability) unless indemnification for the aggregate full amount of all Losses relating thereto for which such Claims from the Seller wouldfirst dollar, but for this Section 10.2(b)(i), and (c) the Seller's obligation to indemnify or hold harmless the Purchaser from and against any Claims shall be liable exceeds on a cumulative basis an amount equal to USD $500,000 (subject to Section 10.2(b)(ii)) a $4,000,000 aggregate ceiling (at after which point, subject to the other limitations herein, point the Seller will be liable to the Buyer Indemnitees for all such Losses from the first dollar of Losses); and (ii) the Seller shall not have any liability no obligation or with respect to matters covered by Section 10.2(a)(i) the existence or (ii) (whether such liability would be pursuant to such section or under any other theory of liability) for any individual items where the Loss relating thereto is less than USD $50,000 and such items shall not be aggregated for purposes of clause (i) of this Section 10.2(b); (iii) the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(i) or (ii) and/or Section 9.1 (whether such liability would be pursuant to such section or under any other theory of liability) for any breach of a representation or warranty if the Buyer otherwise is aware of such breach prior to the Closing; and (iv) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 10.2(a)(i) or (ii) whether such liability would be pursuant to such section or under any other theory of liability shall not exceed in the aggregate USD $10,000,000 (the “Maximum Seller Indemnification Amount”); (v) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 9.1 shall not exceed the Final Purchase Price reduced by the Maximum Seller Indemnification Amount; and (vi) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 10.2(a)(iii) shall not exceed $20,000,000. (c) Notwithstanding anything in this Agreement to the contrary, for purposes of Section 10.2, in determining the amount occurrence of any Lossesmatter described in Sections 8.1.1, no effect shall be given 8.1.2 or 8.1.3, or to any qualification as to materiality indemnify or Material Adverse Effecthold the Purchaser harmless).

Indemnification by the Seller. (a) Notwithstanding the Closing, the The Seller shall indemnify the Purchaser and agree to save and hold the Buyer, its directors, officers, employees and employees Affiliates against, and hold each of them harmless from, any loss, liability, claim, damage or expense (the “Buyer Indemnitees”)including reasonable legal fees and expenses, harmless against but excluding any Losses consequential or special damages) (collectively, for purposes of this Article 12, "Losses") suffered or incurred by any Buyer Indemnitee after the Closingsuch Indemnified Person (other than any Losses relating to Taxes, for which indemnification provisions are set forth in Section 7.4(a)) to the extent such Losses arise out of or result arising from any one or more of the following: (i) a any breach of any representation or warranty of the Seller contained in Article 5 this Agreement (other than in Section 3.24) or in any certificate, instrument or other document delivered pursuant hereto or thereto (all of this Agreement; which representations and warranties shall be deemed to have been remade on and as of the Closing Date (except to the extent an earlier date is specified in such representations and warranties)) or (ii) a any breach of any of the covenants or agreements covenant of the Seller contained in this Agreement; or (iii) Agreement which breach continues for ten Business Days after notice thereof has been furnished by the Purchaser to the Seller’s failure to pay in full (including any fees and expenses relating to such Loss) the Debt Repayment Amounts shown on Schedule 10.2(a)(iii); providedPROVIDED, howeverHOWEVER, to the extent that any such Losses are reflected in the post-closing adjustment pursuant to Section 3.2 of this Agreement, the Buyer shall not be entitled to indemnification for such Losses pursuant to this Section 10.2(a)(iii). (b) Notwithstanding anything in this Section 10.2 to the contrary: (i) the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(iunder clause (i) or (ii) (whether such liability would be pursuant to such section or under any other theory above unless the sum of liability) unless the aggregate of all Losses relating thereto for which the Seller would, but for this Section 10.2(b)(i)proviso, be liable liable, exceeds on a cumulative basis an amount equal to USD $500,000 (subject to Section 10.2(b)(ii)) (at which point499,000, subject and then only to the other limitations hereinextent of any such excess; PROVIDED FURTHER, the Seller will be liable to the Buyer Indemnitees for all such Losses from the first dollar of Losses); and (ii) HOWEVER, that the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(i) or (ii) (whether such liability would be pursuant to such section or under any other theory of liability) for any individual items where the Loss relating thereto is less than USD $50,000 and such items shall not be aggregated for purposes of clause (i) above to the extent that the sum of this Section 10.2(b); (iii) the aggregate of all Losses relating thereto exceeds $20,000,000; and PROVIDED FURTHER, HOWEVER, that the Seller shall not have any liability under this Section 12.1(a) to the extent the liability or obligation arises as a result of any action taken or omitted to be taken by the Purchaser or any of its Affiliates other than those actions or omissions arising out of the operation of Gibraltar in the ordinary course of business; and PROVIDED, FURTHER, HOWEVER, that the limitations set forth in this Section 12.1(a) shall not apply to any Losses caused by fraud on the part of the Seller. The Purchaser acknowledges and agrees that, from and after the Closing, its sole and exclusive remedy with respect to matters covered by Section 10.2(a)(iany and all claims relating to the subject matter of this Agreement (other than claims under the MUF Agreement and the Additional Stop-Loss Agreement or claims of fraud) or (ii) and/or Section 9.1 (whether such liability would shall be pursuant to such section the indemnification provisions set forth in this Section 12.1(a) and Section 7.4(a) (solely with respect to Taxes). In furtherance of the foregoing, the Purchaser hereby waives, and releases and discharges the Seller and its affiliates in respect of, from and after the Closing, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action (other than claims of, or causes of action arising from, fraud) it, may have against the Seller, its Affiliates, directors, officers, employees, agents or assigns relating to the subject matter of this Agreement except under any other theory of liability) for any breach of a representation the MUF Agreement and the Additional Stop-Loss Agreement or warranty if the Buyer otherwise is aware of such breach ownership prior to the Closing; and (iv) the maximum amount for which Closing of Gibraltar by the Seller shall be liable with respect to matters covered by Section 10.2(a)(i) or (ii) whether such liability would be pursuant to such section its Affiliates or Gibraltar's Business, and arising under or based upon any other theory of liability shall not exceed in the aggregate USD $10,000,000 (the “Maximum Seller Indemnification Amount”); (v) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 9.1 shall not exceed the Final Purchase Price reduced by the Maximum Seller Indemnification Amount; and (vi) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 10.2(a)(iii) shall not exceed $20,000,000federal, state, local or foreign statute, law, ordinance, rule or regulation. (c) Notwithstanding anything in this Agreement to the contrary, for purposes of Section 10.2, in determining the amount of any Losses, no effect shall be given to any qualification as to materiality or Material Adverse Effect.

Indemnification by the Seller. (a) Notwithstanding the Closing, the The Seller shall agrees to indemnify and agree to save and hold the BuyerBuyer (and its Affiliates, its directors, officers, employees and employees agents, and each of the heirs, executors, successors and assigns of the foregoing) harmless from and with respect to any and all claims, liabilities, losses, damages, costs and expenses (including without limitation the “Buyer Indemnitees”reasonable fees and disbursements of counsel) (collectively, "LOSSES"), harmless against any Losses incurred by any Buyer Indemnitee after the Closing, to the extent such Losses arise arising out of or result from any one or more of the following: (i) a any breach by the Seller of any representation or warranty of made by the Seller contained in Article 5 of this Agreement; , (ii) a any breach by the Seller of any of the covenants covenant, obligation or agreements of undertaking made by the Seller contained in this Agreement; or Agreement or (iii) the Seller’s failure to pay in full Excluded Liabilities. (including any fees and expenses relating to such Lossb) the Debt Repayment Amounts shown on Schedule 10.2(a)(iii); provided, however, to the extent that any such No action or claim for Losses are reflected in the post-closing adjustment pursuant to Section 3.2 13.1(a)(i) above may be brought or made unless such action or claim (a "CLAIM") has been specified in reasonable detail in a written notice from the Buyer to the Seller on or before the one year anniversary of this Agreementthe Closing, except for Claims arising out of any breach of the Seller of Section 5.17, which must be made on or before July 9, 1999, or Claims arising out of any breach of the Seller of Section 5.19, which must be made on or before the expiration of any applicable statute of limitations period. (c) The Buyer shall not be entitled to indemnification under Section 13.1(a)(i) above except to the extent that the cumulative amount of Losses arising from Claims asserted under Section 13.1(a)(i) exceeds $100,000, and then only to the extent of such excess. In addition, in no event shall the aggregate liability of the Seller for such Losses under Section 13.1(a)(i) exceed ten percent (10%) of the Purchase Price (as finally adjusted pursuant to this Section 10.2(a)(iii). (b3.2) Notwithstanding anything except in this Section 10.2 to the contrary: (i) case of Losses arising from any breach by the Seller shall not have any liability with respect to matters covered by of Section 10.2(a)(i) or 5.17 (ii) (whether such liability would be pursuant to such section or under any other theory of liability) unless the aggregate of all Losses relating thereto "ENVIRONMENTAL CLAIMS"), for which the Seller would, but for this Section 10.2(b)(i), be liable exceeds on a cumulative basis an amount equal to USD $500,000 (subject to Section 10.2(b)(ii)) (at which point, subject to the other limitations herein, the Seller will be liable to the Buyer Indemnitees for all such Losses from the first dollar of Losses); and (ii) the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(i) or (ii) (whether such liability would be pursuant to such section or under any other theory of liability) for any individual items where the Loss relating thereto is less than USD $50,000 and such items shall not be aggregated for purposes of clause (i) of this Section 10.2(b); (iii) the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(i) or (ii) and/or Section 9.1 (whether such liability would be pursuant to such section or under any other theory of liability) for any breach of a representation or warranty if the Buyer otherwise is aware of such breach prior to the Closing; and (iv) the maximum amount for which payable by the Seller shall be liable with respect to matters covered by Section 10.2(a)(i) $10,000,000, or (ii) whether such liability would be pursuant to such section or under any other theory of liability shall not exceed in the aggregate USD $10,000,000 (the “Maximum Seller Indemnification Amount”); (v) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 9.1 shall not exceed the Final Purchase Price reduced by the Maximum Seller Indemnification Amount; and (vi) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 10.2(a)(iii) shall not exceed $20,000,000arising from fraud. (c) Notwithstanding anything in this Agreement to the contrary, for purposes of Section 10.2, in determining the amount of any Losses, no effect shall be given to any qualification as to materiality or Material Adverse Effect.

Indemnification by the Seller. (a) Notwithstanding From and after the Closing, the Seller and TW International, jointly and severally, shall indemnify and agree to save indemnify, defend, and hold harmless the Buyer, Buyer and its directorsAffiliates and each of their respective equity holders, officers, directors, managers, members, employees, agents and employees representatives (collectively, the “Buyer IndemniteesIndemnified Persons”) from and against any and all claims, losses, damages, costs and expenses (including reasonable fees and expenses of attorneys) (collectively, “Losses”), harmless against any Losses incurred by that any Buyer Indemnitee after the Closing, to the extent such Losses arise Indemnified Person suffers or incurs arising out of or result from any one or more of the followingresulting from: (i) a any breach or inaccuracy of any representation or warranty of made by the Seller contained or TW International in Article 5 of this AgreementARTICLE III; (ii) a breach of the failure to perform any of the covenants covenant or agreements agreement of the Seller or TW International contained in this Agreement; or (iii) the Seller’s failure to pay in full (including any fees and expenses relating to such Loss) the Debt Repayment Amounts shown on Schedule 10.2(a)(iii); provided, however, to the extent that any such Losses are reflected in the post-closing adjustment pursuant to Section 3.2 of this Agreement, the Buyer shall not be entitled to indemnification for such Losses pursuant to this Section 10.2(a)(iii)Excluded Liability. (b) Notwithstanding anything to the contrary contained in this Section 10.2 to the contrary: ARTICLE IX, (i) none of the Buyer Indemnified Persons shall be entitled to recover from the Seller shall not have or TW International for any liability with respect to matters covered by Losses under Section 10.2(a)(i) or (ii) (whether such liability would be pursuant to such section or under any other theory of liability9.1(a)(i) unless the aggregate total of all Losses relating thereto for which exceeds $62,500 (the Seller would, but for this Section 10.2(b)(i“Basket”), be liable exceeds on a cumulative basis an amount equal to USD $500,000 (subject to Section 10.2(b)(ii)) (at in which point, subject to event the other limitations herein, the Seller Buyer Indemnified Persons will be liable entitled to the Buyer Indemnitees indemnification only for all such Losses from in excess of the first dollar of Losses)Basket; and (ii) the Seller Buyer Indemnified Persons shall not have any liability be entitled to recover more than an aggregate amount equal to $2,200,000 (the “Cap” and, together with the Basket, the “Indemnity Limitations”) from the Seller with respect to matters covered by Section 10.2(a)(i) or (ii) (whether such liability would be all Losses indemnifiable pursuant to such section or under any other theory of liability) for any individual items where Section 9.1(a)(i); provided however, the Loss relating thereto is less than USD $50,000 and such items Indemnity Limitations shall not be aggregated for purposes of clause (i) of this Section 10.2(b); (iii) the Seller shall not have any liability apply to breaches, inaccuracies or misrepresentations with respect to matters covered by Section 10.2(a)(i) any Special Warranties or (ii) and/or Section 9.1 (whether such liability would be pursuant to such section any claim based on fraud or under any other theory of liability) for any breach of a representation or warranty if the Buyer otherwise is aware of such breach prior to the Closing; and (iv) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 10.2(a)(i) or (ii) whether such liability would be pursuant to such section or under any other theory of liability shall not exceed in the aggregate USD $10,000,000 (the “Maximum Seller Indemnification Amount”); (v) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 9.1 shall not exceed the Final Purchase Price reduced by the Maximum Seller Indemnification Amount; and (vi) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 10.2(a)(iii) shall not exceed $20,000,000intentional misrepresentation. (c) Notwithstanding anything in this Section 9.1 or elsewhere in this Agreement to the contrary, for purposes except in the case of fraud or an intentional misrepresentation by the Seller in any representation or warranty made by the Seller with respect to the matters set forth in this Section 10.29.1(c), neither the Seller nor TW International shall be obligated to indemnify, defend, or hold harmless any Buyer Indemnified Person from and against any Losses that any Buyer Indemnified Person suffers or incurs arising out of or resulting from: (i) any Liabilities (including with respect to loss of life, personal injury, damage to any real property, Environmental Claims, or natural resource damages) arising out of or resulting from any violation or alleged violation of any Environmental Law, Release of Hazardous Materials into the Environment or storage or off-site disposal of any Hazardous Materials: (1) occurring at or emanating from the Seller Owned Real Property at any time before December 7, 2007, or (2) arising from the operation of the business conducted by Harsco Corporation or any other Person at the Seller Owned Real Property or Seller Leased Real Property at any time before December 7, 2007; (ii) any Liabilities arising out of or relating to accidents, occurrences and other incidents (including all Proceedings relating thereto), whether known or unknown and whether or not reported, that result in (1) personal injury, (2) property damage or (3) any other Losses and, in determining the amount each case, that result from, are caused by or arise out of, or are alleged to have resulted from, been caused by or arisen out of, directly or indirectly, use of, exposure to or otherwise on account of any Lossesproduct manufactured (in whole or in part), no effect sold, shipped or distributed, or any service rendered, (A) by or on behalf of Harsco Corporation or (B) in connection with the operation of the business conducted by Harsco Corporation or any other Person at the Seller Owned Real Property at any time before December 7, 2007; or (iii) any Liabilities relating to recalls, product liability claims or warranty claims with respect to products manufactured (in whole or in part), sold or distributed (1) by or on behalf of Harsco Corporation or (2) in connection with the operation of the business conducted by Harsco Corporation or any other Person at the Seller Owned Real Property at any time before December 7, 2007. (d) The parties acknowledge and agree that Seller’s and TWI’s responsibility to indemnify Buyer for Excluded Liabilities shall not be given to any qualification as to materiality or Material Adverse Effectaffected by the fact that Seller may have made representations and warranties in this Agreement which have not been breached.

Indemnification by the Seller. (a) Notwithstanding Subject to the Closingother terms and conditions of this Agreement (including, without limitation, Section 9.02(b)), the Seller shall indemnify and agree to save defend and hold the Buyer, its directors, officers, Purchaser and employees Purchaser's Representatives (the “Buyer Indemnitees”), "Purchaser Indemnified Parties") harmless from and against any and all Losses incurred by any Buyer Indemnitee after the Closingdirectly or indirectly based upon, to the extent such Losses arise arising out of of, resulting from or result from any one or more of the followingrelating to: (i) any breach of any representation or warranty of Seller contained in this Agreement; (ii) any breach of any agreement, covenant or obligation of Seller set forth in this Agreement; (iii) any and all losses, damages, debts, liabilities or obligations of KAC and SLC, direct, indirect or fixed, which exist at or as of the Closing Date or which arise after the Closing Date but which are based upon or arise from any act, omission, transaction, state of facts or other conditions which occurred or existed on or before the Closing Date, whether or not then known, due or payable, except to the extent reflected or reserved against on the Closing Balance Sheets or for which any payment will be made pursuant to Section 5.04 hereof. (iv) notwithstanding the prior sub-paragraph or any other provision of this Agreement, any failure of KAC or SLC to have all necessary licenses, notices, registrations and qualifications to conduct business or otherwise, irrespective of the disclosure made in this Agreement or in any Section of the Disclosure Schedule hereto, irrespective of whether such failure is actually known by Purchaser. (b) Notwithstanding anything contained in this Agreement to the contrary, the Seller's obligation to indemnify, defend and hold the Purchaser Indemnified Parties harmless shall be limited as follows: (i) No amounts of indemnity shall be payable pursuant to Section 9.02(a) unless and until the aggregate of all Losses suffered by Purchaser Indemnified Parties shall exceed $250,000 in the aggregate, and then only to the extent of any such excess (other than any amount of indemnity payable due to a breach of any representation or warranty of the Seller contained in Article 5 of this AgreementSection 2.02, for which the preceding sentence shall not apply); (ii) a breach In no event shall the aggregate amount of any of the covenants or agreements of indemnity required to be paid by the Seller contained in this Agreement; or (iii) the Seller’s failure to pay in full (including any fees and expenses relating to such Loss) the Debt Repayment Amounts shown on Schedule 10.2(a)(iii); provided, however, to the extent that any such Losses are reflected in the post-closing adjustment all Purchaser Indemnified Parties pursuant to Section 3.2 of this Agreement9.02(a) exceed $3,000,000, the Buyer shall not be entitled to indemnification for such Losses pursuant to this Section 10.2(a)(iii). (b) Notwithstanding anything in this Section 10.2 to the contrary: (i) the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(i) or (ii) (whether such liability would be pursuant to such section or under any other theory of liability) unless the aggregate of all Losses relating thereto for which the Seller would, but for this Section 10.2(b)(i), be liable exceeds on a cumulative basis an amount equal to USD $500,000 (subject to Section 10.2(b)(ii)) (at which point, subject to the other limitations herein, the Seller will be liable to the Buyer Indemnitees for all such Losses from the first dollar of Losses); and (ii) the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(i) or (ii) (whether such liability would be pursuant to such section or under any other theory of liability) for any individual items where the Loss relating thereto is less than USD $50,000 and such items shall not be aggregated for purposes of clause (i) of this Section 10.2(b); (iii) the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(i) or (ii) and/or Section 9.1 (whether such liability would be pursuant to such section or under any other theory of liability) for any breach of a representation or warranty if the Buyer otherwise is aware contained in Section 2.20 or Section 2.24; (iii) No claim may be asserted nor may any action be commenced against any Seller pursuant to Section 9.02(a) unless written notice of such breach claim or action is received by the Seller describing in detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the Closing; anddate on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date; (iv) For purposes of computing the maximum aggregate amount for which of claims against the Seller, the amount of each claim by a Purchaser Indemnified Party shall be deemed to be an amount net of, and any payments by the Seller pursuant to Section 9.02(a) shall be liable limited to, the amount of Losses that remain after deducting therefrom any insurance proceeds and any indemnity, contributions or other similar payment received by any third party with respect to matters covered by Section 10.2(a)(i) or (ii) whether such liability would be pursuant to such section or under any other theory of liability shall not exceed in the aggregate USD $10,000,000 (the “Maximum Seller Indemnification Amount”)thereto; (v) the maximum No amount for which the Seller of indemnity shall be liable payable pursuant to Section 9.02(a) with respect to matters covered any Loss resulting from a misrepresentation, breach of warranty or breach of a covenant or agreement that is disclosed in a written notice, setting forth in reasonable detail the specific facts and circumstances pertaining thereto, delivered by Seller to Purchaser after the date of this Agreement and at or prior to the Closing, if Purchaser nevertheless elects to close (regardless of whether Purchaser waives such breach in writing or otherwise); (vi) No amount of indemnity shall be payable pursuant to Section 9.1 shall not exceed 9.02(a) with respect to the Final Purchase Price reduced by portion of any Loss as to which the Maximum Seller Indemnification AmountPurchaser Indemnified Party had a reasonable opportunity, but failed in good faith to mitigate its Loss, including, without limitation, its failure to use commercially reasonable efforts to recover under a policy of insurance or under a contractual right of set-off or indemnity; and (vivii) the maximum No amount for which the Seller of indemnity shall be liable payable pursuant to Section 9.02(a) with respect to matters covered by Section 10.2(a)(iii) shall not exceed $20,000,000. (c) Notwithstanding anything in this Agreement any Loss, to the contrary, for purposes extent it arises solely from or was caused solely by actions taken by Purchaser or any of Section 10.2, in determining its Affiliates after the amount of any Losses, no effect shall be given to any qualification as to materiality or Material Adverse EffectClosing.

Indemnification by the Seller. (a) Notwithstanding Subject to the terms and conditions of this Article X, from and after the Closing, the Seller shall agrees to reimburse, indemnify and agree to save hold harmless the Parent and hold the Buyer, its and their respective directors, officers, employees, agents, representatives and employees its present and future Affiliates (the each, a “Buyer IndemniteesIndemnified Party”)) from, harmless against and in respect of any and all Losses incurred by a Buyer Indemnified Party resulting from, or that exist or arise due to, any Buyer Indemnitee after the Closing, to the extent such Losses arise out of or result from any one or more of the following:following (collectively, “Buyer Claims”): (i) a breach prior to its expiration in accordance with Section 10.1, any inaccuracy of any representation or the breach of any warranty of made by the Seller contained in Article 5 of this Agreement; (ii) a the nonfulfillment or breach of any of the covenants covenant or agreements agreement of the Seller contained in pursuant to this Agreement; orand (iii) the Seller’s failure to pay in full (including any fees and expenses relating to such Loss) the Debt Repayment Amounts shown on Schedule 10.2(a)(iii); provided, however, to the extent that any such Losses are reflected in the post-closing adjustment pursuant to Section 3.2 of this Agreement, the Buyer shall not be entitled to indemnification for such Losses pursuant to this Section 10.2(a)(iii)Excluded Liabilities. (b) Notwithstanding anything in this Section 10.2 10.2(a), the obligations of the Seller to the contrary: make indemnification payments pursuant to Section 10.2(a)(i) will: (i) not apply to any Buyer Claims until, and then only to the Seller extent that, the aggregate amount of all Losses incurred by all Buyer Indemnified Parties exceeds One Million One Hundred Twenty-Five Thousand Dollars ($1,125,000) (the “Basket Amount”) except that for Losses arising under Section 4.7(a)(iv), the Basket Amount shall not have any liability with respect to matters covered by Section 10.2(a)(i) or be Seventy Five Thousand Dollars ($75,000); and (ii) (whether such liability would be pursuant to such section or under any other theory of liability) unless limited to, and will not exceed, the aggregate amount of all Losses relating thereto for which the Seller would, but for this Section 10.2(b)(i), be liable exceeds on a cumulative basis an amount equal to USD Fifteen Million Seven Hundred Fifty Thousand Dollars ($500,000 (subject to Section 10.2(b)(ii)15,750,000) (at which point, subject to the other limitations herein, the Seller will be liable to the Buyer Indemnitees for all such Losses from the first dollar of Losses); and (ii) the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(i) or (ii) (whether such liability would be pursuant to such section or under any other theory of liability) for any individual items where the Loss relating thereto is less than USD $50,000 and such items shall not be aggregated for purposes of clause (i) of this Section 10.2(b); (iii) the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(i) or (ii) and/or Section 9.1 (whether such liability would be pursuant to such section or under any other theory of liability) for any breach of a representation or warranty if the Buyer otherwise is aware of such breach prior to the Closing; and (iv) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 10.2(a)(i) or (ii) whether such liability would be pursuant to such section or under any other theory of liability shall not exceed in the aggregate USD $10,000,000 (the “Maximum Seller Indemnification Ceiling Amount”); (v) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 9.1 shall not exceed the Final Purchase Price reduced by the Maximum Seller Indemnification Amount; and (vi) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 10.2(a)(iii) shall not exceed $20,000,000. (c) Notwithstanding anything in this Agreement to the contrary, for purposes of Section 10.2, in determining the amount of any Losses, no effect shall be given to any qualification as to materiality or Material Adverse Effect.

Indemnification by the Seller. (a) Notwithstanding In the Closingevent the Closing occurs, the Seller shall defend, indemnify and agree to save and hold the BuyerPurchasing Parties, its directorsany Affiliate of the Purchasing Parties or their respective current or future Representatives, officerscontrolling persons, successors and employees permitted assigns (the “Buyer collectively, "Purchaser Indemnitees”)") harmless from and against and in respect of any and all actual losses, harmless against any Losses liabilities, damages, claims, suits, proceedings, judgments, settlements and expenses, including reasonable attorneys' fees, incurred by any Buyer such Purchaser Indemnitee after the Closing, (hereinafter "Purchaser Losses") (other than Purchaser Losses for Taxes for which indemnification is provided pursuant to the extent such Losses arise Section 11.5) arising out of or result from in connection with (i) any one or more breach by the Seller of any of the followingrepresentations and warranties contained in Article V, (ii) any breach by the Seller of any of its covenants or agreements in this Agreement, (iii) the Excluded Assets, (iv) the Excluded Liabilities and (v) the matters set forth on Schedule 11.2. (b) The foregoing obligation to indemnify the Purchaser Indemnitees set forth in Section 11.2(a) shall be subject to each of the following limitations: (i) a breach of any representation or warranty of no indemnification for Purchaser Losses asserted against the Seller contained under Section 11.2(a)(i) shall be required unless and until the cumulative amount of such Purchaser Losses equals or exceeds $2,000,000 (the "Deductible"), at which time the Purchaser Indemnitees shall be entitled to recover all Purchaser Losses, as finally determined, in Article 5 excess of this Agreement$1,000,000, and in no event shall Purchaser Losses include special, indirect, incidental, consequential, or punitive damages, diminution in value, lost profits or lost business opportunity, except in respect of third party claims; (ii) a breach of any the Seller's aggregate liability to Purchaser Indemnitees under Section 11.2(a)(i) for Purchaser Losses shall not exceed 15% of the covenants or agreements of the Seller contained in this Agreement; or (iii) the Seller’s failure to pay in full (including any fees and expenses relating to such Loss) the Debt Repayment Amounts shown on Schedule 10.2(a)(iii); provided, however, to the extent that any such Losses are reflected Cash Purchase Price in the post-closing adjustment pursuant to Section 3.2 of this Agreement, aggregate (the Buyer shall not be entitled to indemnification for such Losses pursuant to this Section 10.2(a)(iii). (b) Notwithstanding anything in this Section 10.2 to the contrary: (i) the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(i) or (ii) (whether such liability would be pursuant to such section or under any other theory of liability) unless the aggregate of all Losses relating thereto for which the Seller would, but for this Section 10.2(b)(i), be liable exceeds on a cumulative basis an amount equal to USD $500,000 (subject to Section 10.2(b)(ii)) (at which point, subject to the other limitations herein, the Seller will be liable to the Buyer Indemnitees for all such Losses from the first dollar of Losses); and (ii) the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(i) or (ii) (whether such liability would be pursuant to such section or under any other theory of liability) for any individual items where the Loss relating thereto is less than USD $50,000 and such items shall not be aggregated for purposes of clause (i) of this Section 10.2(b"Cap"); (iii) there shall be no indemnification for the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(i) or (ii) and/or Section 9.1 (whether such liability would be pursuant to such section or under any other theory Purchaser Losses as a result of liability) for any breach of a representation or warranty if liabilities disclosed in the Buyer otherwise is aware of such breach prior to the ClosingClosing Working Capital Schedule; and (iv) no claim for misrepresentation or breach of warranty or a failure to comply with any covenant shall be made by the maximum amount for which Purchasing Parties under this Section 11.2 if such fact or event was disclosed by the Seller shall be liable with respect on a schedule or certificate delivered to matters covered by the Purchasing Parties at or prior to the date of this Agreement. Notwithstanding the foregoing, the limitations set forth in Section 10.2(a)(i11.2(b)(i) or (ii) whether such liability would be pursuant to such section or under any other theory of liability shall not exceed in the aggregate USD $10,000,000 (the “Maximum Seller Indemnification Amount”); (v) the maximum amount for which the Seller shall be liable with respect to matters covered by and Section 9.1 shall not exceed the Final Purchase Price reduced by the Maximum Seller Indemnification Amount; and (vi) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 10.2(a)(iii11.2(b)(ii) shall not exceed $20,000,000apply to breaches of any Fundamental Representation made by the Seller or any representation or warranty contained in Section 5.12, Section 5.13 or Section 5.16. The Purchaser Indemnitees shall be entitled to indemnification for breaches of the Seller's representations, warranties, covenants or agreements notwithstanding whether any Representative of any such Purchaser Indemnitee knew or had reason to know of such breach and regardless of any investigation by such Purchaser Indemnitee or its Representatives. (c) Notwithstanding anything If the Closing occurs, the indemnity provided in this Agreement Section 11.2 shall be the sole and exclusive remedy of the Purchasing Parties and the Purchaser Indemnitees against the Seller at law or in equity for any matter covered by Section 11.2(a), provided the Purchasing Parties shall be entitled to specific performance under Section 12.13 for any breach by the contrary, for purposes of Section 10.2, in determining Seller following the amount Closing of any Losses, no effect shall be given to any qualification as to materiality of its covenants or Material Adverse Effectagreements in this Agreement.

Indemnification by the Seller. Seller shall defend, indemnify and hold harmless Buyer and each of its Affiliates, employees, successors and assigns (Buyer and such persons, collectively, "Buyer's Indemnified Persons"), and shall reimburse Buyer's Indemnified Persons, for, from and against each and every demand, claim, loss (which shall include any diminution in value), liability, judgment, damage, cost and expense (including, without limitation, interest, penalties, costs of preparation and investigation, and the reasonable fees, disbursements and expenses of attorneys, accountants and other professional advisors) (collectively, "Losses") imposed on or incurred by Buyer's Indemnified Persons, directly or indirectly, relating to, resulting from or arising out of: (a) Notwithstanding the Closing, the Seller shall indemnify and agree to save and hold the Buyer, its directors, officers, and employees (the “Buyer Indemnitees”), harmless against any Losses incurred by any Buyer Indemnitee after the Closing, to the extent such Losses arise out of or result from any one or more of the following: (i) a breach of any representation or warranty made by Seller in this Agreement (not including any breach of the any representation or warranty made by Seller contained in Article 5 Section 3.9 or Section 3.14 of this Agreement); (iib) a any breach of any representation or warranty made by Seller in Section 3.9 or Section 3.14 of the covenants this Agreement; and (c) any breach or agreements nonfulfillment of the any covenant, agreement or other obligation of Seller contained in this Agreement; or (iii) the Seller’s failure to pay in full (including any fees and expenses relating to such Loss) the Debt Repayment Amounts shown on Schedule 10.2(a)(iii); providedProvided, however, that, notwithstanding anything to the contrary in this Agreement, Seller shall not be required to indemnify, defend and hold harmless the Buyer and Buyer's Indemnified Persons under Section 6.1(a) of this Agreement unless and until (and only to the extent by which) the aggregate amount of their Losses hereunder exceeds $250,000; and provided, further, that any such the maximum aggregate liability of Seller for Losses are reflected in the post-closing adjustment pursuant to under this Section 3.2 of this Agreement, the Buyer shall not be entitled to indemnification for such Losses 6.1 or otherwise pursuant to this Section 10.2(a)(iii). (b) Notwithstanding anything Agreement shall in this Section 10.2 to the contrary: (i) the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(i) or (ii) (whether such liability would be pursuant to such section or under any other theory of liability) unless the aggregate of all Losses relating thereto for which the Seller would, but for this Section 10.2(b)(i), be liable exceeds on a cumulative basis no event exceed an amount equal to USD $500,000 (subject to Section 10.2(b)(ii)) (at which point, subject to the other limitations herein, the Seller will be liable to the Buyer Indemnitees for all such Losses from the first dollar of Losses); and (ii) the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(i) or (ii) (whether such liability would be pursuant to such section or under any other theory of liability) for any individual items where the Loss relating thereto is less than USD $50,000 and such items shall not be aggregated for purposes of clause (i) of this Section 10.2(b); (iii) the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(i) or (ii) and/or Section 9.1 (whether such liability would be pursuant to such section or under any other theory of liability) for any breach of a representation or warranty if the Buyer otherwise is aware of such breach prior to the Closing; and (iv) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 10.2(a)(i) or (ii) whether such liability would be pursuant to such section or under any other theory of liability shall not exceed in the aggregate USD $10,000,000 (the “Maximum Seller Indemnification Amount”); (v) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 9.1 shall not exceed the Final Purchase Price reduced by the Maximum Seller Indemnification Amount; and (vi) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 10.2(a)(iii) shall not exceed $20,000,000Price. (c) Notwithstanding anything in this Agreement to the contrary, for purposes of Section 10.2, in determining the amount of any Losses, no effect shall be given to any qualification as to materiality or Material Adverse Effect.

Indemnification by the Seller. (a) Notwithstanding the Closing, the Seller shall indemnify and agree to save and hold the Buyer, Buyer and its Affiliates and their respective directors, officers, and employees (the “"Buyer Indemnitees”"), harmless against any Losses incurred by any Buyer Indemnitee after the Closing, to the extent such Losses losses arise out of or result from any one or more of the following: (i) a breach of any representation or warranty of the Seller contained in Article 5 of this Agreement;the Core Representations or in any certificate delivered to the Buyer in connection with the Closing relating to any matter contemplated by the Core Representations; or (ii) a breach of any representation or warranty of the Seller contained in this Agreement other than in the Core Representations or in any certificate delivered to the Buyer in connection with the Closing relating to any matter not contemplated by the Core Representations; or (iii) a breach of the covenants or agreements of the Seller contained in this Agreement; or Agreement (iii) the Seller’s failure to pay other than those contained in full (including any fees and expenses relating to such Loss) the Debt Repayment Amounts shown on Schedule 10.2(a)(iii); providedSection 9, however, to the extent that any such Losses are reflected in the post-closing adjustment pursuant to Section 3.2 of this Agreement, the Buyer shall not be entitled to indemnification for such Losses pursuant to this Section 10.2(a)(iiiwhich has an exclusive remedy associated therewith). (b) Notwithstanding anything in this Section 10.2 to the contrary: (i) the Seller shall not have any liability with respect to matters covered by under Section 10.2(a)(i10.2(a)(ii) or (iiSection 10.2(a)(iii) (whether such liability would be pursuant to such section or under for any other theory of liability) Losses unless the aggregate of all Losses relating thereto for which the Seller would, but for this Section 10.2(b)(i), be liable exceeds on a cumulative basis an amount equal to USD $500,000 (subject to Section 10.2(b)(ii)) (at which point, subject 1,000,000.00 and then only to the other limitations hereinextent of any such excess; provided, the Seller will be liable however, that this clause (i) shall not apply to the Buyer Indemnitees for all such Losses from the first dollar of Lossesarising under Section 10.2(a)(i); and; (ii) the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(i10.2(a)(ii) or (iiSection 10.2(a)(iii) (whether such liability would be pursuant to such section or under any other theory of liability) or Section 9 for any individual items where the Loss relating thereto is less than USD $50,000 7,500 and such items shall not be aggregated for purposes of clause (i) of this Section 10.2(b); (iii) the maximum amount for which the Seller shall not have any liability be liable with respect to matters covered by Section 10.2(a)(i) or (ii) and/or Section 9.1 (whether such liability would be pursuant to such section or under any other theory of liability) for any breach of a representation or warranty if shall not exceed in the Buyer otherwise is aware of such breach prior aggregate an amount equal to the ClosingPurchase Price; and (iv) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 10.2(a)(i10.2(a)(ii) or (iiand Section 10.2(a)(iii) whether such liability would be pursuant to such section or under any other theory of liability shall not exceed in the aggregate USD $10,000,000 (an amount equal to 50% of the “Maximum Seller Indemnification Amount”); (v) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 9.1 shall not exceed the Final Purchase Price reduced by the Maximum Seller Indemnification Amount; and (vi) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 10.2(a)(iii) shall not exceed $20,000,000Price. (c) Notwithstanding anything in this Agreement to the contrary, for purposes of Section 10.2, in determining the amount of any Losses, no effect shall be given to any qualification as to materiality or Material Adverse Effect.

Indemnification by the Seller. (a) Notwithstanding 8.1.1. Subject to the Closingother provisions of this Section 8, the Seller shall indemnify and agree to save Sellers shall, without duplication, indemnify, defend and hold harmless the Buyer, its directors, officersPurchaser and the Company from and against, and employees pay or reimburse each of them for and with respect to, any loss suffered by Purchaser and/or the Company (the each, a “Buyer IndemniteesPurchaser’s Loss”), harmless against any Losses incurred by any Buyer Indemnitee after the Closingwhether or not resulting from third party claims, to the extent such Losses arise relating to, arising out of or result resulting from any one untruth, inaccuracy or more breach, in any material respect, of any of the followingSeller’s Warranties and covenants or agreements contained in this Agreement or the assertion of any claims relating to the foregoing. Regardless any other provision of this Agreement (whether explicit or implicit) the Parties have agreed that the only person entitled to assert any claim in respect of the Seller's Warranties (including an Indemnity Claim, as defined below) shall be the Purchaser. 8.1.2. Indemnification under Section 8.1.1 is subject to the following limitations, exclusions, terms and conditions: 8.1.2.1. Purchaser's Loss shall include actual loss and not any lost profit and/or consequential damages; 8.1.2.2. no Purchaser’s Loss shall be indemnifiable unless and until the aggregate amount of all such Purchaser’s Losses exceeds CZK 2,500,000 (iin words: twomillion and fivehundredthousand Czech Crowns) a breach of in which case any representation or warranty of and all amounts shall be indemnifiable in accordance with the Seller contained in Article 5 terms of this Agreement; 8.1.2.3. the maximum aggregate amount of Purchaser’s Losses indemnifiable under Section 8.1.1 shall not exceed the portion of the Initial Purchase Price and the Additional Purchase Price which was paid by the Purchaser to the Sellers on the Closing ; the Parties agree that the aggregate amount of Purchaser's Losses that could be anticipated by the Sellers on the date of this Agreement within the meaning of Section 379 of the Commercial Code equals to the above stated aggregate of the Initial Purchase Price and Additional Purchase Price, and therefore the Sellers shall not be liable towards the Purchaser and/or Parent under this section for damage exceeding the said amount. (iia) a breach the Sellers shall cease to have any obligations to indemnify the Purchaser and/or Parent (a) in respect of provisions set forth in Sections 2.1, 2.2, 2.4, 2.5, 2.8, 2.16 above on the date which is the end of the applicable statute of limitation in respect of any such warranty; and (b) in respect of any other warranties set out in Section 2 hereof on 31 March 2011; each of time limits set out in preceding paragraphs (a) and (b) as "Survival Period". 8.1.2.5. the Sellers shall not be liable in respect of an Indemnity Claim if and to the extent that it relates to any loss, liability or damage on the part of a Company: (a) for which provision is made in the accounts of the covenants or agreements Company as of the Seller contained Closing Date; (b) which would not have arisen but for a change in this Agreementlegislation made after the Closing Date (whether relating to taxation, rates of taxation or otherwise) or the withdrawal of any extra-statutory concession previously made by a tax authority (whether or not the change purports to be effective retrospectively in whole or in part); (c) which has arisen due to the Company initiating (without being forced to do so) procedure resulting in such a claim; or (iiid) which would not have arisen but for a change after the Seller’s failure to pay in full (including any fees and expenses relating to such Loss) the Debt Repayment Amounts shown on Schedule 10.2(a)(iii); provided, however, to the extent that any such Losses are reflected Closing Date in the post-closing adjustment pursuant to Section 3.2 of this Agreement, the Buyer shall not be entitled to indemnification for such Losses pursuant to this Section 10.2(a)(iii). (b) Notwithstanding anything in this Section 10.2 to the contrary: (i) the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(i) or (ii) (whether such liability would be pursuant to such section or under any other theory of liability) unless the aggregate of all Losses relating thereto for accounting bases and practices on which the Seller would, but for this Section 10.2(b)(i), be liable exceeds on a cumulative basis an amount equal to USD $500,000 (subject to Section 10.2(b)(ii)) (at which point, subject to the other limitations herein, the Seller will be liable to the Buyer Indemnitees for all such Losses from the first dollar of Losses); and (ii) the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(i) or (ii) (whether such liability would be pursuant to such section or under any other theory of liability) for any individual items where the Loss relating thereto is less than USD $50,000 Company values its assets and such items shall not be aggregated for purposes of clause (i) of this Section 10.2(b); (iii) the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(i) or (ii) and/or Section 9.1 (whether such liability would be pursuant to such section or under any other theory of liability) for any breach of a representation or warranty if the Buyer otherwise is aware of such breach prior to the Closing; and (iv) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 10.2(a)(i) or (ii) whether such liability would be pursuant to such section or under any other theory of liability shall not exceed in the aggregate USD $10,000,000 (the “Maximum Seller Indemnification Amount”); (v) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 9.1 shall not exceed the Final Purchase Price reduced by the Maximum Seller Indemnification Amount; and (vi) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 10.2(a)(iii) shall not exceed $20,000,000prepares its accounts. (c) Notwithstanding anything in this Agreement to the contrary, for purposes of Section 10.2, in determining the amount of any Losses, no effect shall be given to any qualification as to materiality or Material Adverse Effect.

Indemnification by the Seller. (a) Notwithstanding the Closing, the The Seller shall indemnify each of the Buyer Parties and agree to save and hold the Buyer, its directors, officers, and employees (the “Buyer Indemnitees”), each of them harmless against and pay on behalf of or reimburse such Buyer Parties as and when incurred for any Losses incurred which any such Buyer Party may directly or indirectly suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by any Buyer Indemnitee after the Closing, to the extent such Losses arise out virtue of or result from any one or more of the following: (i) a any breach of any covenant of the Seller contained herein, (ii) any representation or warranty of the Seller contained in Article 5 IV of this Agreement; , or in any of the certificates furnished by the Seller pursuant to Article IV of this Agreement, or (iiiii) any matter identified in Section 4.9(d) of the Seller Disclosure Schedule; provided that, with respect to claims for indemnification under this Section 10.2(b) relating to a breach of any of the covenants representation or agreements warranty described in Section 10.1(c) or any matter identified in Section 4.9(d) of the Seller contained in Disclosure Schedule, (i) no indemnification will be required with respect to any individual claim unless the amount of Losses with respect thereto exceeds twenty-five thousand dollars ($25,000), (ii) if the total amount of all claims by Buyer Parties against the Seller under this Agreement; or Article X does not exceed two hundred thousand dollars ($200,000), then the Seller shall have no obligation under this Article X with respect to any such claim, (iii) if the total amount of all claims by Buyer Parties exceeds two hundred thousand dollars ($200,000), then the Seller's obligations under this Article X shall be limited to the amount by which the aggregate amount of all Buyer Parties' claims exceeds that amount, and (iii) the Seller’s failure to pay in full (including any fees and expenses relating to such Loss) the Debt Repayment Amounts shown on Schedule 10.2(a)(iii); provided, however, to the extent that any such Losses are reflected in the post-closing adjustment pursuant to Section 3.2 aggregate amount of this Agreement, the Buyer shall not be entitled to indemnification for such Losses pursuant to this Section 10.2(a)(iii). (b) Notwithstanding anything in this Section 10.2 to the contrary: (i) all payments made by the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(i) or (ii) (whether such liability would be pursuant to such section or under any other theory in satisfaction of liability) unless the aggregate of all Losses relating thereto for which the Seller would, but for this Section 10.2(b)(i), be liable exceeds on a cumulative basis an amount equal to USD $500,000 (subject to Section 10.2(b)(ii)) (at which point, subject to the other limitations herein, the Seller will be liable to the Buyer Indemnitees for all such Losses from the first dollar of Losses); and (ii) the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(i) or (ii) (whether such liability would be pursuant to such section or under any other theory of liability) for any individual items where the Loss relating thereto is less than USD $50,000 and such items shall not be aggregated for purposes of clause (i) of this Section 10.2(b); (iii) the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(i) or (ii) and/or Section 9.1 (whether such liability would be pursuant to such section or under any other theory of liability) for any breach of a representation or warranty if the Buyer otherwise is aware of such breach prior to the Closing; and (iv) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 10.2(a)(i) or (ii) whether such liability would be pursuant to such section or under any other theory of liability claims shall not exceed in the aggregate USD ten million dollars ($10,000,000 (the “Maximum Seller Indemnification Amount”10,000,000); (v) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 9.1 shall not exceed the Final Purchase Price reduced by the Maximum Seller Indemnification Amount; and (vi) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 10.2(a)(iii) shall not exceed $20,000,000. (c) Notwithstanding anything in this Agreement to the contrary, for purposes of Section 10.2, in determining the amount of any Losses, no effect shall be given to any qualification as to materiality or Material Adverse Effect.

Indemnification by the Seller. (a) Notwithstanding the Closing, the The Seller shall indemnify and agree to save indemnify, defend and hold harmless the BuyerBuyer and its affiliates, its directorsshareholders, officers, officers and employees (the “Buyer Indemnitees”), harmless from and against any Losses incurred by any Buyer Indemnitee after the Closingand all claims, to the extent such Losses demands, actions, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees and expenses) which arise out of or result from any one or more of the following: in connection with: (i) a breach the inaccuracy of any representation or warranty of the representations and warranties of Seller contained in Article 5 of this Agreement; , or any certificate or agreement delivered pursuant hereto or (ii) a the breach by Seller of any of the covenants or agreements of the Seller contained made by it in this Agreement; or (iii) the Seller’s failure to pay in full (including any fees and expenses relating to such Loss) the Debt Repayment Amounts shown on Schedule 10.2(a)(iii); provided, however, that the foregoing shall not apply to any such claims, demands, actions, losses, damages, liabilities, costs and expenses that do not exceed $15,000 for any individual matter or $75,000 in the aggregate; and provided, further, that the Seller's liability in the aggregate under this Section 7.1 shall not exceed twenty-four million six hundred ninety-two thousand five hundred Dollars ($24,692,500) in the aggregate for all such matters. Neither Buyer nor the Corporation shall be deemed to have sustained a loss to the extent that any such Losses are reflected in it is compensated by insurance carried by Buyer or the post-closing adjustment pursuant Corporation. In computing the amount to Section 3.2 of this Agreement, the Buyer shall not be entitled to indemnification for such Losses pursuant to this Section 10.2(a)(iii). (b) Notwithstanding anything in this Section 10.2 to the contrary: (i) paid by the Seller under this paragraph, there shall not have any liability with respect to matters covered by Section 10.2(a)(i) or (ii) (whether such liability would be pursuant to such section or under any other theory of liability) unless the aggregate of all Losses relating thereto for which the Seller would, but for this Section 10.2(b)(i), be liable exceeds on a cumulative basis deducted an amount equal to USD $500,000 any Tax benefits realized by the Buyer, or the Corporation (subject or their successors, assigns or affiliates), as a result of the event giving rise to Seller's obligation to make such payment, after taking into account the income tax treatment of the Buyer's receipt of such payment. The indemnification contemplated in the Deed of Tax Covenant and any indemnification resulting from a breach of the representations and warranties contained in Section 10.2(b)(ii)) (at which point, 2.15 hereof or the covenants contained in Section 4.15 hereof shall not be subject to the other dollar limitations herein, the Seller will be liable to the Buyer Indemnitees for all such Losses from the first dollar of Losses); and (ii) the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(i) or (ii) (whether such liability would be pursuant to such section or under any other theory of liability) for any individual items where the Loss relating thereto is less than USD $50,000 and such items shall not be aggregated for purposes of clause (i) of this Section 10.2(b); (iii) the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(i) or (ii) and/or Section 9.1 (whether such liability would be pursuant to such section or under any other theory of liability) for any breach of a representation or warranty if the Buyer otherwise is aware of such breach prior to the Closing; and (iv) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 10.2(a)(i) or (ii) whether such liability would be pursuant to such section or under any other theory of liability shall not exceed in the aggregate USD $10,000,000 (the “Maximum Seller Indemnification Amount”); (v) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 9.1 shall not exceed the Final Purchase Price reduced by the Maximum Seller Indemnification Amount; and (vi) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 10.2(a)(iii) shall not exceed $20,000,000minimums set forth above. (c) Notwithstanding anything in this Agreement to the contrary, for purposes of Section 10.2, in determining the amount of any Losses, no effect shall be given to any qualification as to materiality or Material Adverse Effect.

Indemnification by the Seller. (a) Notwithstanding the Closing, the Seller shall indemnify and agree to save and hold the Buyer, its Affiliates, directors, officers, employees and agents (and, after the Closing, the Company and its Subsidiaries and their respective Affiliates, directors, officers, employees and agents) (collectively, the “"Buyer Indemnitees”"), harmless against against, and shall reimburse the Buyer Indemnitees for, any Losses incurred by any Buyer Indemnitee after the Closing, to the extent such Losses losses arise out of or result from any one or more of the following: (i) a any breach of any representation or warranty of the Seller contained in Article 5 of this AgreementAgreement or in any certificate delivered to the Buyer in connection with the Closing; (ii) a any breach of or default in the performance of any of the covenants covenant or agreements agreement of the Seller contained in this AgreementAgreement (other than those contained in Section 7) or in any certificate delivered to the Buyer in connection with the Closing; (iii) any stock purchase, stock option, phantom stock or other equity or equity-based awards pursuant to which employees of the Company or any of its Subsidiaries have been granted the right to purchase equity securities of the Seller; or (iiiiv) any of the Seller’s failure to pay liabilities listed in full (including any fees and expenses relating to such Loss) the Debt Repayment Amounts shown on Schedule 10.2(a)(iii); provided, however, to the extent that any such Losses are reflected in the post-closing adjustment pursuant to Section 3.2 of this Agreement, the Buyer shall not be entitled to indemnification for such Losses pursuant to this Section 10.2(a)(iii)8.2. (b) Notwithstanding anything in this Section 10.2 8.2 to the contrary: (i) the Seller shall not have any liability with respect to matters covered by under Section 10.2(a)(i) or (ii) (whether such liability would be pursuant to such section or under any other theory of liability8.2(a)(i) unless the aggregate of all Losses relating thereto for which the Seller would, but for this Section 10.2(b)(i8.2(b)(i), be liable exceeds on a cumulative basis an amount equal to USD One Million Two Hundred Fifty Thousand Dollars ($500,000 (subject to Section 10.2(b)(ii)1,250,000) (at which point, subject and then only to the other limitations herein, extent of any such excess (except with respect to Losses resulting from any breaches by the Seller will be liable to the Buyer Indemnitees for all such Losses from the first dollar of Lossesits representations and warranties set forth in Section 3.24 (Environmental Matters) which are addressed in Section 8.2(b)(iv); and); (ii) the Seller shall not have any liability with respect to matters covered by under Section 10.2(a)(i) or (ii) (whether such liability would be pursuant to such section or under any other theory of liability8.2(a) for any individual items where liability to the Loss relating thereto extent (and only to such extent) that such liability is less than USD $50,000 and such items shall not be aggregated for purposes included in the determination of clause (i) the Actual Net Assets as of this Section 10.2(b)the Closing Date; (iii) the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(i) or (ii) and/or Section 9.1 (whether such liability would be pursuant to such section or under any other theory of liability) for any breach of a representation or warranty if the Buyer otherwise is aware of such breach prior to the Closing; and (iv) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 10.2(a)(i8.2(a) or (ii) whether such liability would be pursuant to such section sections or under any other theory of liability liability) shall not exceed in the aggregate USD Thirty Million Dollars ($10,000,000 30,000,000) (the “Maximum Seller Indemnification Amount”"Liability Cap"); (v) . Any reduction in the maximum amount for which the Seller shall be liable with respect to matters covered by Section 9.1 shall not exceed the Final Purchase Price reduced effected pursuant to Sections 2.4 and 2.5 shall reduce the Liability Cap by the Maximum Seller Indemnification Amountan amount equal to 33% of such reduction; and (viiv) the maximum amount for which the Seller shall be liable not have any liability under Section 8.2(a)(i) with respect to matters covered Losses resulting from any breach by the Seller of its representations and warranties set forth in Section 10.2(a)(iii3.24 (Environmental Matters) shall not exceed unless any such claim or related group of claims exceeds an amount equal to Fifteen Thousand Dollars ($20,000,000. (c15,000) Notwithstanding anything in this Agreement and then only to the contrary, for purposes of Section 10.2, in determining the amount extent of any Losses, no effect shall be given to any qualification as to materiality or Material Adverse Effectsuch excess.