Common use of Indemnification by the Shareholder Clause in Contracts

Indemnification by the Shareholder. (a) In view of the fact that upon the Effective Time the Company will become a wholly-owned subsidiary of Parent and in order to provide protection for Parent from and after the Closing, the Shareholder will indemnify and hold Parent harmless in respect of, and shall compensate and reimburse Parent, any Damages (as defined in Exhibit A) which are directly or indirectly suffered or incurred by Parent or the Company or to which Parent or the Company may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are directly or indirectly connected with: (i) any misrepresentation or breach of any representation, warranty, covenant or agreement made by the Company or the Shareholder in this Agreement or in any certificate, instrument, schedule or document given by the Company in connection with this Agreement, or (ii) any Legal Proceeding relating to any inaccuracy or breach of the type referred to in clause "(i)" above (including any Legal Proceeding commenced by Parent or the Company for the purpose of enforcing any of its rights under this Section 9.2). (b) The parties acknowledge and agree that, if the Surviving Corporation suffers, incurs or otherwise becomes subject to any Damages as a result of or in connection with any inaccuracy in or breach of any representation, warranty, covenant or obligation of the Company set forth herein, then, without limiting any of the indemnification rights of the Surviving Corporation, Parent shall also be deemed, by virtue of its ownership of the Surviving Corporation, to have incurred Damages as a result of and in connection with such inaccuracy or breach.

Indemnification by the Shareholder. (a) In view of the fact that upon the Effective Time the Company will become a wholly-owned subsidiary of The Shareholder agrees to indemnify, defend and save Parent and in order to provide protection for Company, and each of their respective officers, directors, employees, agents, and fiduciaries (each, a “Parent Indemnified Party”), forever harmless from and after the Closingagainst, and to promptly pay to a Parent Indemnified Party or reimburse a Parent Indemnified Party for, any and all bona fide liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, deficiencies, demands, claims, suits, actions, or causes of action, assessments, losses, costs, expenses, interest, fines, penalties, actual or punitive damages or costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, settlements and compromises (including reasonable fees and expenses of attorneys, accountants and other experts) (individually and collectively, the Shareholder will indemnify and hold Parent harmless in respect of, and shall compensate and reimburse Parent, any Damages (as defined in Exhibit A“Losses”) which are directly or indirectly suffered actually sustained or incurred by any Parent Indemnified Party relating to, resulting from, arising out of or otherwise by virtue of any of the Company or to which Parent or the Company may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are directly or indirectly connected with: following: (i) any misrepresentation or breach of any representation, warranty, covenant a representation or agreement warranty made by the Company or the Shareholder in this Agreement or in any certificateof the other documents contemplated hereby (“Transaction Documents”) by Shareholder, instrument, schedule or document given non-compliance with or breach by any of them of any of the covenants or agreements contained in this Agreement or the Transaction Documents to be performed by the Company in connection with this Agreement, or Shareholder; (ii) any Legal Proceeding relating to action, demand, proceeding, investigation or claim (whenever made) by any inaccuracy or breach of the type referred to in clause "(i)" above third party (including any Legal Proceeding commenced by governmental agencies) against or affecting Parent or the Company for the purpose of enforcing any of its rights under this Section 9.2). (b) The parties acknowledge and agree thatwhich, if successful, would give rise to or evidence the Surviving Corporation suffers, incurs or otherwise becomes subject to any Damages as a result existence of or in connection with any inaccuracy in relate to a misrepresentation or breach of any representation, warranty, covenant or obligation of the Company set forth hereinrepresentations, then, without limiting any warranties or covenants of the indemnification rights of the Surviving CorporationShareholder; (iii) any action, demand, proceeding, investigation or claim (whenever made) by any third party against or affecting Parent shall also or Company relating to any personal injury or property damage caused, or alleged to be deemedcaused, by virtue any products sold or delivered by Company prior to the Closing; (iv) any assertion against Parent or Company of its ownership any liabilities of Company or the Surviving CorporationShareholder, including liabilities for Tax liabilities relating to have incurred Damages periods on or prior to the Closing, other than the liabilities listed on the Closing Date Balance Sheet and included in the calculation of Net Assets; or (v) any claim for payment of fees and/or expenses as a result of and broker or finder in connection with the origin, negotiation, execution or consummation of this Agreement based upon any alleged agreement between the claimant and Company or the Shareholder. Notwithstanding the foregoing, the Shareholder shall not be responsible for any Losses with respect to the matters until the cumulative aggregate amount of such inaccuracy Losses exceed $10,000, in which event the Shareholder shall then be liable only for all such cumulative aggregate Losses in excess of $10,000. In addition, Company shall not be indemnified for any misrepresentation or breachbreach of a representation or warranty made in this Agreement if, and to the extent that, the misrepresentation resulted in an adjustment or a cash payment to the Parent pursuant to Section 6.8.3(ii) of this Agreement.

Indemnification by the Shareholder. Subject to the other terms and conditions of this Article 10, the Shareholder and Parent shall jointly and severally indemnify and defend each of Buyer and its Affiliates (a) In view of the fact that upon the Effective Time the Company will become a wholly-owned subsidiary of Parent and in order to provide protection for Parent from and including after the Closing, the Shareholder will indemnify Group Companies) and hold Parent harmless in respect oftheir respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall compensate hold each of them harmless from and against, and shall pay and reimburse Parenteach of them for, any Damages and all Losses that is or may be incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to, relating to or by reason of: (as defined a) A material inaccuracy in Exhibit A) which are directly or indirectly suffered material breach of any representation or incurred by Parent warranty of the Shareholder or the Company or to which Parent or the Company may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are directly or indirectly connected with: (i) any misrepresentation or breach of any representation, warranty, covenant or agreement made by the Company or the Shareholder contained in this Agreement or in any certificate, instrument, schedule certificate or document given instrument delivered by the Company in connection with this Agreement, or (ii) any Legal Proceeding relating to any inaccuracy or breach on behalf of the type referred to in clause "(i)" above (including any Legal Proceeding commenced by Parent Shareholder or the Company pursuant to Section 2.2(a), 2.2(b), 2.3(b), 2.3(c) or 2.3(f), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the purpose of enforcing any of its rights under this Section 9.2). (b) The parties acknowledge and agree that, if the Surviving Corporation suffers, incurs or otherwise becomes subject to any Damages as a result of or in connection with any inaccuracy in or breach of which will be determined with reference to such specified date); (b) a breach or non-fulfillment of any representationcovenant, warranty, covenant agreement or obligation to be performed by the Shareholder or any Group Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article 8, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article 8); (c) a claim or right asserted or held by any person who is or at any time was an officer, director, employee or agent of any Group Company (against any Group Company, Buyer, or any Affiliate of a Group Company or Buyer) involving a right or entitlement or an alleged right or entitlement to indemnification, reimbursement of expenses or any other relief or remedy (under the Company set forth hereinGoverning Documents, thenunder any indemnification agreement or similar Contract, without limiting under any applicable Laws or otherwise) with respect to any act or omission on the part of such person or any event or other circumstance that arose, occurred or existed at or prior to the indemnification rights of Closing; (d) the Surviving Corporation, Parent shall also be deemed, by virtue of its ownership of the Surviving Corporation, to have incurred Damages as a result of and in connection with such inaccuracy or breachPre-Closing Reorganization; or (e) any Excluded Entity.

Indemnification by the Shareholder. Subject to the limitations set forth in this Agreement, the Shareholder shall indemnify the Purchaser, and the Company and each of their respective officers, directors, stockholders, employees, agents, representatives, affiliates, successors and assigns and hold each of them harmless from and against and pay on behalf of or reimburse such party in respect of any damage, liability, demand, claim, action, cause of action, cost, damage, diminution in value, deficiency, tax, penalty, fine or other loss or expense, whether or not arising out of a third party claim, including all interest, penalties, reasonable attorneys’ fees and expenses and all amounts paid or incurred in connection with any action, demand, proceeding, investigation or claim by any third party (including any governmental entity or any department, agency or political subdivision thereof) ( “Damages”) against or affecting such party or which, if determined adversely to such party, would give rise to, evidence the existence of, or relate to, any other Damages and the investigation, defense or settlement of any of the foregoing Damages which such party may suffer, sustain or become subject to, as a result of or relating to: (a) In view the breach of the fact that upon the Effective Time the Company will become a wholly-owned subsidiary of Parent and in order to provide protection for Parent from and after the Closing, the Shareholder will indemnify and hold Parent harmless in respect of, and shall compensate and reimburse Parent, any Damages (as defined in Exhibit A) which are directly representation or indirectly suffered or incurred warranty made by Parent or the Company or to which Parent or any Shareholder contained in this Agreement with respect thereto in connection with the Company may otherwise become subject Closing if such breach is not cured within fifteen (regardless 15) days of whether or not such Damages relate to any third-party claimnotice; or (b) and which arise from or as a result of, or are directly or indirectly connected with: (i) any misrepresentation or the breach of any representation, warranty, covenant or agreement made by the Company (if such covenant or agreement is to be performed at or prior to the Closing) or any Shareholder contained in this Agreement or in any certificate, instrument, schedule or document given by the Company with respect thereto in connection with the Closing if such breach is not cured within fifteen (15) days of such notice. The Purchaser’s remedy for any indemnification of Damages hereunder may be satisfied by proceeding against the indemnifying party or parties for all or any portion of any such Damages or pursuant to the terms of this Agreement, or (ii) any Legal Proceeding relating to any inaccuracy or breach of the type referred to in clause "(i)" above (including any Legal Proceeding commenced by Parent or the Company for the purpose of enforcing any of its rights under this Section 9.2). (b) The parties acknowledge and agree that, if the Surviving Corporation suffers, incurs or otherwise becomes subject to any Damages as a result of or in connection with any inaccuracy in or breach of any representation, warranty, covenant or obligation of the Company set forth herein, then, without limiting any of the indemnification rights of the Surviving Corporation, Parent shall also be deemed, by virtue of its ownership of the Surviving Corporation, to have incurred Damages as a result of and in connection with such inaccuracy or breach.

Indemnification by the Shareholder. After the Closing Date and subject to the limitations set forth herein, the Shareholder shall indemnify and hold harmless Buyer, its directors, officers, employees and their successors and assigns (the “Buyer Indemnitees”), payable in accordance with Section 10.7 hereof, from and against any and all Losses suffered, sustained, incurred or paid by any Buyer Indemnitee in connection with, relating to, as a result of or arising from (a) In view any breach or inaccuracy of any warranty or representation of the fact that upon Company or the Effective Time Shareholder, (b) any breach by the Shareholder or the Company will become a wholly-owned subsidiary of Parent and in order to provide protection for Parent from and after the Closingof, or failure by the Shareholder will or the Company to perform, any of his or its covenants or obligations contained in this Agreement, (c) the ▇▇▇▇▇▇▇▇ Agreement (whether for payments to be made in connection with the consummation of the transactions contemplated hereby, from termination thereof or otherwise, and notwithstanding any disclosure of such agreement in this Agreement or the Schedules or otherwise) to the extent such Losses were not included as liabilities in the calculation of Closing Working Capital, or (d) any unlicensed use of software by the Company prior to the Closing Date that is disclosed on Schedule 3.11(d) (for royalties, penalties or otherwise, and notwithstanding any disclosure of such use in this Agreement or the Schedules or otherwise); provided, however, that: (i) The Shareholder shall be required to indemnify and hold Parent harmless under clause (a) of this Section 10.2 with respect to Losses only if the aggregate amount of such Losses exceeds an aggregate amount equal to Seventy-Five Thousand Dollars ($75,000) (the “Basket Amount”), and then only in respect ofof such excess (except with respect to breaches of Sections 2.1, 3.1, 3.2, 3.4, 3.26 and 3.27, for which no basket or cap shall compensate and reimburse Parentapply; provided, any Damages that the aggregate amount required to be paid by the Shareholder under clause (as defined in Exhibit a) of this Section 10.2 shall not exceed an amount equal to the lesser of (A) which are directly Five Million Dollars ($5,000,000), or indirectly suffered (B) one third of the cash actually paid by Buyer to the Shareholder (the “Indemnification Cap”) (except with respect to any breach of the representations contained in Section 2.1 (Authorization and Enforceability of the Shareholder) or incurred by Parent Section 3.2 (Authorization and Enforceability of the Company) and, provided further, damages paid in the manner set forth in 10.7(B) shall not be treated as applicable to the limit set forth in Clause (B) hereof, or in the Company or event of any breach involving fraud, as to which Parent or the Company may otherwise become subject no Indemnification Cap shall apply); and (regardless ii) The determination of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are directly or indirectly connected with: (i) any misrepresentation or breach of any representation, warranty, covenant representation or agreement made warranty by the Company or the Shareholder in this Agreement has occurred for the purposes of determining whether the Basket Amount has been met or in any certificate, instrument, schedule or document given by the Company in connection with this Agreement, or (ii) any Legal Proceeding relating exceeded shall be made without regard to any inaccuracy qualification as to “materiality”, “Material Adverse Effect” or breach words of similar effect contained in such representations or warranties (except in the case of the type referred to representation contained in clause "(i)" above (including any Legal Proceeding commenced by Parent or the Company for the purpose first sentence of enforcing any of its rights under this Section 9.23.6). (b) The parties acknowledge and agree that, if the Surviving Corporation suffers, incurs or otherwise becomes subject to any Damages as a result of or in connection with any inaccuracy in or breach of any representation, warranty, covenant or obligation of the Company set forth herein, then, without limiting any of the indemnification rights of the Surviving Corporation, Parent shall also be deemed, by virtue of its ownership of the Surviving Corporation, to have incurred Damages as a result of and in connection with such inaccuracy or breach.

Indemnification by the Shareholder. On the condition that the Closing is effected, the Shareholder shall indemnify and hold harmless the Purchaser and its Affiliates (including the Company), and each of their respective directors, officers, employees, agents, representatives, stockholders and controlling parties and all of their successors and assigns (each a "Purchaser Indemnified Person") from and defend each of them from and against and will pay each Purchaser Indemnified Person for any and all demands, claims, actions, liabilities, losses, damages (including, without limitation, special, consequential and punitive damages), costs, penalties and expenses (including, without limitation, interest, costs of investigation and defense and the reasonable fees and expenses of attorneys and other professionals and experts), whether or not involving a Third Party Claim (after taking into account any insurance recovery from any of the Purchaser's insurance policies that insures against the foregoing, but without regard to any Tax benefit that may be obtained as a result thereof) (collectively, "Losses") asserted against, imposed upon or incurred by any such Purchaser Indemnified Person, directly or indirectly, resulting from or arising out of or in connection with or relating to any of the following: (a) In view of the fact that upon the Effective Time the Company will become a wholly-owned subsidiary of Parent and in order to provide protection for Parent from and after the Closing, the Shareholder will indemnify and hold Parent harmless in respect of, and shall compensate and reimburse Parent, any Damages (as defined in Exhibit A) which are directly or indirectly suffered or incurred by Parent or the Company or to which Parent or the Company may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are directly or indirectly connected with: (i) any misrepresentation inaccuracy or breach of any representation, warranty, covenant representation or agreement made by warranty of the Company or the Shareholder in this Agreement or in any certificate, instrument, schedule or document given by the Company in connection with this Agreement, or (ii) any Legal Proceeding relating to any inaccuracy or breach of the type referred to in clause "(i)" above (including any Legal Proceeding commenced by Parent or the Company for the purpose of enforcing any of its rights under this Section 9.2).contained herein; (b) The parties acknowledge and agree that, if the Surviving Corporation suffers, incurs or otherwise becomes subject to any Damages as a result of or in connection with any inaccuracy in or breach of any representation, warrantyagreement, covenant or obligation of the Company set forth or the Shareholder contained herein; (c) any and all claims, thenactions, without limiting suits or any administrative, arbitration, governmental or other proceedings or investigations against any Purchaser Indemnified Person or in which any Purchaser Indemnified Person becomes involved that relate to the Company, the Shareholder or the Business in which the principal event giving rise thereto occurred prior to the Closing Date or which result from or arise out of any action or inaction prior to the Closing Date of the indemnification rights Company or any director, officer, employee, agent, representative or subcontractor of the Surviving CorporationCompany or the Shareholder or a state of facts prior to Closing Date, Parent and which is not expressly disclosed in this Agreement or in the Schedules hereto, except that the Shareholder shall also be deemedindemnify and hold harmless the Purchaser Indemnified Persons for the claims described on Schedule 4.5(a) hereto ("Litigation"). (d) any claim, by virtue of its ownership of the Surviving Corporationaction, to have incurred Damages as a result of and suit or other proceeding asserting that any sales tax is payable in connection with such inaccuracy the transactions contemplated hereby; and (e) any claim, action, suit or breachother proceeding initiated by or on behalf of Stephen H. Rosen ("Rosen") and/or Elizabeth Davies ("Davies") relatin▇ ▇▇, ▇▇ ▇▇▇▇▇▇▇ ou▇ ▇▇, the prior ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇heir respective equity interests in the Company to the Shareholder. The foregoing indemnification rights are in addition to, and not in lieu of, any indemnification rights to which the Purchaser may be entitled under Section 10.2A below.

Indemnification by the Shareholder. Subject to the other terms and conditions of this Article VIII, including the limitations set forth in Section 8.04, the Shareholder shall indemnify and defend each of 4Front and its Affiliates (including, without limitation, the Surviving Corporation) and their respective Representatives (collectively, the “4Front Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the 4Front Indemnitees based upon, arising out of, with respect to or by reason of: (a) In view of the fact that upon the Effective Time the Company will become a wholly-owned subsidiary of Parent and in order to provide protection for Parent from and after the Closing, the Shareholder will indemnify and hold Parent harmless in respect of, and shall compensate and reimburse Parent, any Damages (as defined in Exhibit A) which are directly or indirectly suffered or incurred by Parent or the Company or to which Parent or the Company may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are directly or indirectly connected with: (i) any misrepresentation or breach of any representation, warranty, covenant or agreement made by the Company or the Shareholder in this Agreement or in any certificate, instrument, schedule or document given by the Company in connection with this Agreement, or (ii) any Legal Proceeding relating to any inaccuracy or breach of the type referred to in clause "(i)" above (including any Legal Proceeding commenced by Parent or the Company for the purpose of enforcing any of its rights under this Section 9.2). (b) The parties acknowledge and agree that, if the Surviving Corporation suffers, incurs or otherwise becomes subject to any Damages as a result of or in connection with any inaccuracy in or breach of any representation, warranty, covenant of the representations or obligation warranties of the Company set forth herein, then, without limiting or the Shareholder contained in this Agreement or in any certificate or instrument delivered by or on behalf of the indemnification rights Company or the Shareholder pursuant to this Agreement (other than in respect of Section 3.12, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI), as of the Surviving Corporation, Parent shall also be deemed, by virtue of its ownership date such representation or warranty was made or as if such representation or warranty was made on and as of the Surviving CorporationClosing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); 4817-8152-4729.10 38 (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Company or the Shareholder pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VI); or (c) any Transaction Expenses or Indebtedness of the Company outstanding as of the Closing, to have incurred Damages as a result the extent not paid or satisfied by the Company or the Shareholder at or prior to the Closing, or if paid by 4Front or Merger Sub at or prior to the Closing, to the extent not deducted in the determination of and in connection with such inaccuracy or breachMerger Consideration payable to the Shareholder.

Indemnification by the Shareholder. (a) In view of Subject to the fact that upon the Effective Time the Company will become a wholly-owned subsidiary of Parent and limitations set forth in order to provide protection for Parent Section 8.2(b) below, from and after the Closing Date, the Shareholder agrees to indemnify fully, hold harmless, protect and defend the Purchaser and their Affiliates (including, after the Closing, the Shareholder will indemnify and hold Parent harmless in respect ofCompany), and their respective directors, officers, agents, partners and employees, successors and assigns (“Indemnified Persons”) from and against any and all losses, costs, claims (including, without limitation, third party claims), damages, obligations, judgments, settlements, awards, demands, offsets, actions, suits, proceedings, payments, assessments, Taxes, interests, penalties, expenses, including, without limitation, reasonable out-of-pocket costs and attorneys’ and other professional fees, if any (collectively, “Losses” which term shall compensate and reimburse Parentinclude interest accruing on the amount of any Loss from the date Purchaser submits a claim for indemnification hereunder at the prime rate of Citibank, any Damages (as defined in Exhibit AN.A.) which are directly or indirectly suffered or actually incurred by Parent or the Company or to which Parent or the Company may otherwise become subject (regardless any of whether or not such Damages relate to any third-party claim) and which arise from or as a result them arising out of, or are directly or indirectly connected with: relating to: (i) any misrepresentation inaccuracy in, or breach of, any of any representation, warranty, covenant the representations or agreement made by warranties of the Shareholder or the Company or the Shareholder contained in this Agreement or in any certificate, instrument, schedule or document given by the Company in connection with this Agreement, or ; (ii) any Legal Proceeding relating failure to perform, or other breach of, any inaccuracy or breach of the type referred covenants or agreements of the Shareholder and the Company contained in this Agreement; (iii) any Liabilities of the Company arising out of, or relating to, the ownership or operation of any facility or assets, the conduct of any business, or any acts or omissions, by the Company prior to the Closing; (iv) any Liabilities of the Company directly related to the Reorganization; and (v) any Tax imposed on the Company or a member of the Company Group, if any, for a Pre Closing Period (including the portion of any Tax imposed for a Straddle Period that is allocable to the portion of such period ending at the close of the Closing Date (the “Pre Closing Portion”)). In determining the Taxes for a Straddle Period allocable to the Pre Closing Portion, except as provided in clause "the next sentence, the allocation shall be made on the basis of an interim closing of the books as of the end of the Closing Date. In the case of (i)" above ) franchise Taxes based on capitalization, debt or shares of stock authorized, issued or outstanding, (including ii) ad valorem Taxes and (iii) any Legal Proceeding commenced by Parent Tax other than Taxes based on or related to income, the Company portion of such Taxes for a Straddle Period allocable to the Pre Closing Portion shall be the amount of such Taxes for the purpose Straddle Period (computed in accordance with past practice), multiplied by a fraction, the numerator of enforcing which is the number of such days in such taxable period ending on and including the Closing Date and the denominator of which is the aggregate number of days in such taxable period; provided, however, that if any property, asset or other right of its rights under this Section 9.2)Target Company is sold or otherwise transferred prior to the Closing, then ad valorem Taxes pertaining to such property, asset or other right shall be attributed entirely to the Pre Closing Portion. (b) The parties acknowledge and agree thatNotwithstanding anything to the contrary contained herein, if none of the Surviving Corporation suffersIndemnified Persons shall be entitled to be indemnified hereunder (i) in respect of any Liabilities of SMF that are also Liabilities of the Company solely by reason of the Company’s status as a shareholder of SMF, incurs (ii) in respect of any Liability for any Tax resulting (x) from the Merger or otherwise becomes subject to any Damages the purchase of the Shares (other than a Tax imposed on the Company as a result of a failure to comply with Section 897 or 1445 of the Code) or (y) from any transaction occurring after the Effective Time, (iii) in connection with any inaccuracy in or breach respect of any representation, warranty, covenant or obligation obligations of the Company under the Expatriate Compensation Agreement, dated August 4, 2003 between the Company, SMF and Etienne Snollaerts or (iv) any amounts reimbursed by the Shareholder pursuant to Section 8.2(f) hereof. (c) The right of the Indemnified Persons to be indemnified hereunder shall not be limited or affected by any investigation conducted or notice or knowledge obtained by or on behalf of any such Persons. (d) Following the Closing, the indemnity provided in this Section 8.2 shall be the sole and exclusive remedy of the Indemnified Persons with respect to any and all claims for Losses incurred by any of them arising out of, or relating to this Agreement and the transactions contemplated hereby, except for Losses arising from fraud or willful breach of this Agreement. (e) At the Closing, the Shareholder shall cause to be issued a letter of credit (the “Letter of Credit”) in favor of the Purchaser in customary form reasonably satisfactory to the Purchaser of a U.S. domestic bank or a branch of an international commercial bank reasonably satisfactory to the Purchaser, in a stated amount equal to five million dollars ($5,000,000) and with a term of 5 years from the Closing Date as security for the obligations of the Shareholder under this Section 8.2. The terms of the Letter of Credit shall permit the Purchaser to draw on such Letter of Credit only after obtaining a valid judgment that Purchaser is entitled to a payment from the Shareholder pursuant to this Section 8.2, but said terms shall not require that such judgment shall have become final and non-appealable. (f) From time to time after the Closing Date, the Shareholder shall promptly following receipt of a request from the Purchaser, reimburse the Purchaser (or its Affiliates) for amounts actually paid by the Purchaser (or its Affiliates) in respect of rent due under the lease agreement set forth hereinon Schedule 8.2(f) hereof (the “Lease Agreement”) less any income relating to the premises governed by the Lease Agreement, thenincluding any sublease income, without limiting any received by the Purchaser (or its Affiliates), during the periods in respect of the indemnification rights of the Surviving Corporation, Parent shall also be deemed, by virtue of its ownership of the Surviving Corporation, to have incurred Damages as a result of and in connection with which such inaccuracy or breachreimbursement is sought.

Indemnification by the Shareholder. Subject to the other terms and conditions of this Article VIII, including the limitations set forth in Section 8.04, the Shareholder shall indemnify and defend each of 4Front and its Affiliates (including, without limitation, the Surviving Corporation) and their respective Representatives (collectively, the “4Front Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the 4Front Indemnitees based upon, arising out of, with respect to or by reason of: (a) In view of the fact that upon the Effective Time the Company will become a wholly-owned subsidiary of Parent and in order to provide protection for Parent from and after the Closing, the Shareholder will indemnify and hold Parent harmless in respect of, and shall compensate and reimburse Parent, any Damages (as defined in Exhibit A) which are directly or indirectly suffered or incurred by Parent or the Company or to which Parent or the Company may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are directly or indirectly connected with: (i) any misrepresentation or breach of any representation, warranty, covenant or agreement made by the Company or the Shareholder in this Agreement or in any certificate, instrument, schedule or document given by the Company in connection with this Agreement, or (ii) any Legal Proceeding relating to any inaccuracy or breach of the type referred to in clause "(i)" above (including any Legal Proceeding commenced by Parent or the Company for the purpose of enforcing any of its rights under this Section 9.2). (b) The parties acknowledge and agree that, if the Surviving Corporation suffers, incurs or otherwise becomes subject to any Damages as a result of or in connection with any inaccuracy in or breach of any representation, warranty, covenant of the representations or obligation warranties of the Company set forth herein, then, without limiting or the Shareholder contained in this Agreement or in any certificate or instrument delivered by or on behalf of the indemnification rights Company or the Shareholder pursuant to this Agreement (other than in respect of Section 3.12, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI), as of the Surviving Corporation, Parent shall also be deemed, by virtue of its ownership date such representation or warranty was made or as if such representation or warranty was made on and as of the Surviving CorporationClosing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Company or the Shareholder pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VI); or (c) any Transaction Expenses or Indebtedness of the Company outstanding as of the Closing, to have incurred Damages as a result the extent not paid or satisfied by the Company or the Shareholder at or prior to the Closing, or if paid by 4Front or Merger Sub at or prior to the Closing, to the extent not deducted in the determination of and in connection with such inaccuracy or breachMerger Consideration payable to the Shareholder.