Common use of Indemnification by the Stockholder Clause in Contracts

Indemnification by the Stockholder. (a) Subject to Sections 8.1(b) through (d) and 8.3 through 8.7, from and after the Closing, the Stockholder shall indemnify and hold harmless Purchaser and its Affiliates, and their respective officers, directors, managers, employees, representatives and agents, from and against any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”), suffered or incurred by any such party, if and to the extent such Losses are suffered or incurred by reason of, or arising out of, any of the following: (i) The breach or failure of any representation or warranty of the Stockholder, the Company, or an Asset Seller contained in this Agreement (other than any Fundamental Representation) to be true and correct when made or deemed made under the terms hereof; (ii) The breach or failure of any Fundamental Representation of the Stockholder, the Company or an Asset Seller contained in this Agreement to be true and correct when made or deemed made under the terms hereof; (iii) The breach of any covenant or agreement of the Stockholder or any Asset Seller contained in this Agreement; (iv) The Excluded Assets, Excluded Liabilities, Company Indebtedness or any Transaction Expenses of the Company; (v) All Taxes (or the non-payment thereof) for which the Stockholder is responsible pursuant to Section 5.8; (vi) All Liabilities relating to the employment of employees by the Company; (vii) Any class action lawsuits (to the extent any such lawsuit covers conduct commencing prior to the Closing Date) alleging, in addition to any other claims, that the Business, the Company, the Stockholder or any Affiliates engaged in an anti-competitive agreement to eliminate online branded keyword search advertising or similar conduct; or (viii) Those matters set forth on Section 8.1(a)(viii) of the Company Disclosure Schedule. (b) No claim for indemnification may be made under Sections 8.1(a)(i), (ii), (iii) or (v) unless written notice, specifying in reasonable detail the nature of the claim, has been given to the Stockholder: (i) at any time prior to sixty (60) days after the expiration of the statute of limitations applicable to the underlying claim (or if there is no applicable statute of limitations, at any time until the date that is four (4) years after the Closing Date), with respect to any claim brought for a misrepresentation or breach of Sections 2.1 (Organization and Qualification; Authority), 2.2 (Authorization and Validity), 2.4 (Capitalization), 2.15 (Taxes), 2.18 (Brokers), 3.1 (Authorization and Validity) or 3.4 (Shares) (collectively, the “Fundamental Representations”) or with respect to any claim under Section 8.1(a)(v); (ii) at any time on or prior to the fifteen (15) month anniversary of the Closing Date, with respect to any claim brought for a misrepresentation or breach of any other representation or warranty; (iii) at any time on or prior to the expiration of the statute of limitations, with respect to any claim brought for a breach of any covenant required to be performed by the Stockholder or any Asset Seller following the Closing; (iv) at any time on or prior to the first (1st) anniversary of the Closing Date, with respect to any claim brought for a breach of any covenant required to be performed by the Company, the Stockholder or any Asset Seller prior to the Closing. (c) The right to indemnification with respect to any claim for which notice has been properly and timely given in accordance with Section 8.1(b) shall expire upon the final resolution of such claim. (d) To the extent permitted by Law, the Stockholder shall not be required to provide indemnification under Section 8.1(a)(i) unless and until the amount of the Losses for which a right of indemnification is provided, when aggregated with all other Losses for which a right of indemnification is provided under Section 8.1, exceeds $202,500 (the “Minimum Aggregate Liability Amount”), at which time indemnification for Losses may be asserted only to the extent such Losses exceed the Minimum Aggregate Liability Amount, up to $2,700,000 (the “Maximum Aggregate Liability Amount”). Notwithstanding the foregoing, no claim for indemnification under Section 8.1(a)(i) shall be asserted with respect to any matter or series of related matters unless and until the aggregate amount of Losses that would be payable with respect to such claim exceeds $25,000 (the “Mini-Basket”), and such Losses shall not be counted towards the Minimum Aggregate Liability Amount unless they exceed the Mini-Basket. The Stockholder will provide indemnification under Section 8.1(a)(viii) for 50% of each Loss for which a right of indemnification is provided, up to an aggregate of $25,000 for all such Losses. In addition, in no event shall the Stockholder have any Liability for indemnification of Losses under Sections 8.1(a)(ii), (iii) or (v) in excess of the proceeds actually received by the Stockholder pursuant to this Agreement; provided, however, this limitation shall not apply to any Taxes that the Stockholder is responsible for under Section 5.8(e)(ii).

Indemnification by the Stockholder. (a) Subject to Sections 8.1(b) through (d) Section 2.2 and 8.3 through 8.7the limitations set forth in this Section 10.2, from and after the ClosingEffective Time, the Stockholder shall indemnify and hold harmless Purchaser Parent, its affiliates, including Parent Bank (and including the Company and its AffiliatesSubsidiaries), and their respective directors, officers, directors, managers, employeesstockholders and employees and their respective heirs, representatives successors and agentspermitted assigns, from each in their capacity as such (the “Parent Indemnified Parties” ) from, against and against in respect of and pay such Parent Indemnified Parties the amount of any and all demandsLosses imposed on, claimssustained, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”), suffered or incurred or suffered by any such partyof the Parent Indemnified Parties, if and to whether in respect of Third Party Claims, claims between any of the extent such Losses are suffered parties hereto, or incurred by reason ofotherwise, directly or indirectly resulting from or arising out of, any of the following: (i) The any breach or failure inaccuracy of any representation or warranty of made by the Stockholder, the Company, or an Asset Seller Company contained in this Agreement, in each case as of the date of this Agreement (other than any Fundamental Representation) to be true or as of the Closing Date as though made on and correct when made or deemed made under as of the terms hereofClosing Date; (ii) The any breach or failure of any Fundamental Representation covenant or agreement of the Stockholder, the Company or an Asset Seller contained in this Agreement to be true and correct when made or deemed made under the terms hereofAgreement; (iii) The any breach or inaccuracy of any representation or warranty made by the Stockholder contained in this Agreement, in each case as of the date of this Agreement or as of the Closing Date as though made on and as of the Closing Date; (iv) any breach of any covenant or agreement of the Stockholder or any Asset Seller contained in this Agreement; (iv) The Excluded Assets, Excluded Liabilities, Company Indebtedness or any Transaction Expenses of the Company;; and (v) All any Taxes (or the non-payment thereof) for which the Stockholder is responsible pursuant to Section 5.8; (vi) All Liabilities Losses, in each case, relating to the employment Taxes of employees by the Company; (vii) Any class action lawsuits (to the extent any such lawsuit covers conduct commencing prior to the Closing Date) alleging, in addition to any other claims, that the Business, the Company, the Stockholder or any Affiliates engaged in an anti-competitive agreement to eliminate online branded keyword search advertising Certificate Holder or similar conduct; or (viii) Those matters set forth on Section 8.1(a)(viii) of the Company Disclosure Schedulebeneficiary thereof for any period. (b) No claim for indemnification may be made The Stockholder shall not have any liability under Sections 8.1(a)(i), (ii), (iiiSection 10.2(a)(i) or (v) unless written notice, specifying in reasonable detail the nature of the claim, has been given to the Stockholder: (i) at any time prior to sixty (60) days after the expiration of the statute of limitations applicable to the underlying claim (or if there is no applicable statute of limitations, at any time until the date that is four (4) years after the Closing Dateiii), in each case except with respect to any claim brought for a misrepresentation breach or breach inaccuracy of Sections 2.1 any Fundamental Representation, (Organization i) unless the sum of the aggregate Losses suffered by the Parent Indemnified Parties under Section 10.2(a)(i) and Qualification; Authority(iii) exceed 1.25% of the Brokerage Firm Consideration (the “Deductible”), 2.2 in which event the Stockholder shall only pay or be liable for Losses under Section 10.2(a)(i) and (Authorization and Validity), 2.4 iii) in excess of the Deductible or (Capitalization), 2.15 (Taxes), 2.18 (Brokers), 3.1 (Authorization and Validityii) or 3.4 (Shares) (collectively, the “Fundamental Representations”) or with respect to any claim under Section 8.1(a)(v10.2(a)(i) or (iii); , unless such claim (iitaken together with all other claims, if any, resulting from the same facts and circumstances) at any time on involves Losses in excess of $75,000 (the “De Minimis Amount”) (nor shall such item be applied to or prior to considered for purposes of calculating the fifteen (15) month anniversary aggregate amount of the Closing Date, with respect to any claim brought Parent Indemnified Parties’ Losses for a misrepresentation purposes of Section 10.2(b)(i) or breach of any other representation or warranty; (iii) at any time on or prior to the expiration of the statute of limitations, with respect to any claim brought for a breach of any covenant required to be performed by the Stockholder or any Asset Seller following the Closing; (iv) at any time on or prior to the first (1st) anniversary of the Closing Date, with respect to any claim brought for a breach of any covenant required to be performed by the Company, the Stockholder or any Asset Seller prior to the Closing10.2(c)). (c) Notwithstanding anything in this Agreement to the contrary, any indemnification of a Parent Indemnified Party pursuant to this Section 10.2 shall be effected first out of the Escrow Account pursuant to the provisions of Section 2.2 and the Escrow Agreement to the extent there is cash or Indemnity Escrow Shares then in the Escrow Account. The right to indemnification maximum amount for which the Stockholder shall be liable under Section 10.2(a)(i) or (iii) in the aggregate at any time shall be, and in respect of any claims under such Sections the Parent Indemnified Parties shall only have recourse to, the amount of cash and Indemnity Escrow Shares then in the Escrow Account, in each case except with respect to any claim breach or inaccuracy of any Fundamental Representation. Once there is no remaining cash or Indemnity Escrow Shares in the Escrow Account, the Stockholder shall have no further liability under Section 10.2(a)(i) or (iii), except with respect to any breach or inaccuracy of any Fundamental Representation. The maximum amount for which notice has been properly the Stockholder shall be liable under this Section 10.2 in the aggregate, including with respect to payments made out of the Escrow Account and timely given in accordance including with respect to any breach or inaccuracy of any Fundamental Representation and any breach of any covenant or agreement or pursuant to 10.2(a)(v), shall not exceed the Brokerage Firm Consideration. Any indemnification of a Parent Indemnified Party pursuant to this Section 8.1(b10.2 shall be effected within fifteen (15) shall expire upon days after the final resolution Final Determination thereof by wire transfer or transfers of such claimimmediately available funds or Indemnity Escrow Shares from the Stockholder to an account designated by Parent. (d) To For purposes of this Section 10.2 and Section 10.3, any breach or inaccuracy of any representation or warranty made by the extent permitted by LawCompany, Parent or the Stockholder contained in this Agreement, except for the representations and warranties set forth in Sections 3.8(a) and 5.8(a), and any Losses resulting from or arising out of any such breach or inaccuracy, shall be determined without reference to and disregarding the words “material,” “materially,” “Material Adverse Effect” or other similar qualifications as to materiality contained or incorporated, directly or indirectly, in any such representation or warranty. (e) The Stockholder shall not be required to provide indemnification under Section 8.1(a)(i) unless and until the amount have any liability in respect of the Losses for which a right of indemnification is provided, when aggregated with all other Losses for which a right of indemnification is provided under Section 8.1, exceeds $202,500 (the “Minimum Aggregate Liability Amount”), at which time indemnification for Losses may be asserted only any Loss to the extent such Losses exceed the Minimum Aggregate Liability Amountfact, up matter, event or circumstance giving rise to $2,700,000 (the “Maximum Aggregate Liability Amount”). Notwithstanding claim on which it is based is addressed by a specific reserve reflected in the foregoing, no claim for indemnification under Section 8.1(a)(i) shall be asserted with respect to any matter or series of related matters unless and until the aggregate amount of Losses that would be payable with respect to such claim exceeds $25,000 (the “Mini-Basket”), and such Losses shall not be counted towards the Minimum Aggregate Liability Amount unless they exceed the Mini-Basket. The Stockholder will provide indemnification under Section 8.1(a)(viii) for 50% of each Loss for which a right of indemnification is provided, up to an aggregate of $25,000 for all such Losses. In addition, in no event shall the Stockholder have any Liability for indemnification of Losses under Sections 8.1(a)(ii), (iii) or (v) in excess of the proceeds actually received by the Stockholder pursuant to this Agreement; provided, however, this limitation shall not apply to any Taxes that the Stockholder is responsible for under Section 5.8(e)(ii)Company Financial Statements.

Indemnification by the Stockholder. (a) Subject to Sections 8.1(b) through (d) and 8.3 through 8.7, from and after the ClosingSection 8.3, the Stockholder shall agrees to indemnify and hold harmless Purchaser GTS, any Affiliate of GTS and its Affiliates, and their respective officers, the directors, managers, employees, representatives officers and agents, employees of GTS or any of its Affiliates from and against any and all demands, claims, actions or causes of action, assessmentsliabilities, losses, damages, liabilities, costs and expenses (expenses, including reasonable attorneys’ fees) counsel fees and disbursements (singularly, a "Loss," and collectively, “the "Losses”"), suffered arising out of any claims by a third party or incurred by any such partybetween the parties hereto relating to: (a) liabilities or obligations of CCI (whether absolute, if and to accrued, contingent or otherwise), whether existing as of the extent such Losses are suffered or incurred by reason of, Closing or arising out ofof facts or circumstances existing at or prior to the Closing, and whether or not those liabilities or obligations were known at the time of the Closing (except for those post-closing contractual obligations of the CCI specifically set forth on Schedule 8.1) including, without limitation, any of Losses arising from any tax, environmental or regulatory matters; (b) any failure or breach by the following: (i) The breach or failure Stockholder of any representation or warranty of the Stockholder, the Company, or an Asset Seller contained in this Agreement (other than any Fundamental Representation) to be true and correct when made or deemed made under the terms hereof; (ii) The breach or failure of any Fundamental Representation of the Stockholder, the Company or an Asset Seller contained in this Agreement to be true and correct when made or deemed made under the terms hereof; (iii) The breach of any covenant or agreement of by the Stockholder or any Asset Seller contained in this Agreement; (iv) The Excluded Assets, Excluded Liabilitiesincluding any Exhibit, Company Indebtedness Schedule, employment or any Transaction Expenses of the Company; (v) All Taxes (other agreement delivered by CCI or the non-payment thereof) for which the Stockholder is responsible pursuant to Section 5.8; (vi) All Liabilities relating to the employment of employees by the Company; (vii) Any class action lawsuits (to the extent any such lawsuit covers conduct commencing prior to the Closing Date) alleging, in addition to any other claims, that the Business, the Company, the Stockholder or any Affiliates engaged in an anti-competitive agreement to eliminate online branded keyword search advertising or similar conduct; or (viii) Those matters set forth on Section 8.1(a)(viii) of the Company Disclosure Schedule. (b) No claim for indemnification may be made under Sections 8.1(a)(i), (ii), (iii) or (v) unless written notice, specifying in reasonable detail the nature of the claim, has been given to the Stockholder: (i) at any time prior to sixty (60) days after the expiration of the statute of limitations applicable to the underlying claim (or if there is no applicable statute of limitations, at any time until the date that is four (4) years after the Closing Date), with respect to any claim brought for a misrepresentation or breach of Sections 2.1 (Organization and Qualification; Authority), 2.2 (Authorization and Validity), 2.4 (Capitalization), 2.15 (Taxes), 2.18 (Brokers), 3.1 (Authorization and Validity) or 3.4 (Shares) (collectively, the “Fundamental Representations”) or with respect to any claim under Section 8.1(a)(v); (ii) at any time on or prior to the fifteen (15) month anniversary of the Closing Date, with respect to any claim brought for a misrepresentation or breach of any other representation or warranty; (iii) at any time on or prior to the expiration of the statute of limitations, with respect to any claim brought for a breach of any covenant required to be performed by the Stockholder or any Asset Seller following the Closing; (iv) at any time on or prior to the first (1st) anniversary of the Closing Date, with respect to any claim brought for a breach of any covenant required to be performed by the Company, the Stockholder or any Asset Seller prior to the Closing. (c) The right to indemnification with respect to any claim for which notice has been properly and timely given in accordance with Section 8.1(b) shall expire upon the final resolution of such claim. (d) To the extent permitted by Law, the Stockholder shall not be required to provide indemnification under Section 8.1(a)(i) unless and until the amount of the Losses for which a right of indemnification is provided, when aggregated with all other Losses for which a right of indemnification is provided under Section 8.1, exceeds $202,500 (the “Minimum Aggregate Liability Amount”), at which time indemnification for Losses may be asserted only to the extent such Losses exceed the Minimum Aggregate Liability Amount, up to $2,700,000 (the “Maximum Aggregate Liability Amount”). Notwithstanding the foregoing, no claim for indemnification under Section 8.1(a)(i) shall be asserted with respect to any matter or series of related matters unless and until the aggregate amount of Losses that would be payable with respect to such claim exceeds $25,000 (the “Mini-Basket”), and such Losses shall not be counted towards the Minimum Aggregate Liability Amount unless they exceed the Mini-Basket. The Stockholder will provide indemnification under Section 8.1(a)(viii) for 50% of each Loss for which a right of indemnification is provided, up to an aggregate of $25,000 for all such Losses. In addition, in no event shall the Stockholder have any Liability for indemnification of Losses under Sections 8.1(a)(ii), (iii) or (v) in excess of the proceeds actually received by the Stockholder pursuant to this Agreement; provided, however, this limitation shall not apply (c) any failure to any Taxes that perform or breach by the Stockholder of any covenant, agreement, obligation or undertaking made by the CCI or Stockholder in this Agreement, including any Exhibit, Schedule or other agreement delivered by CCI or the Stockholder pursuant to this Agreement; and (d) any failure after the Closing to perform any of the ongoing contractual obligations which are set forth on Schedule 8.1. GTS agrees that any for which it is responsible for to be paid in connection with the indemnification provided hereunder shall be in the following order (the "Set-Off Priority"): (i) recapture of the GTS Stock, up to a maximum value of $100,000, at a price per share recapture price equal to the per share price used to calculate the number of shares received by Stockholder pursuant to Section 2.2(ii) of this Agreement; PROVIDED, HOWEVER, the Stockholder may elect, in his sole discretion, to make payment in cash in lieu of the recapture of GTS Stock; (ii) from amounts remaining due and owing from GTS to the Stockholder under Section 5.8(e)(ii)the Promissory Note; (iii) form the Cash Consideration; (iv) from cash benefits (i.e., bonuses, etc.) due to the Stockholder under the Employment Agreement; and (v) from salary payments due to the Stockholder under the Employment Agreement.

Indemnification by the Stockholder. (a) Subject The Stockholder, on behalf of himself and his respective successors, executors, administrators, estates, heirs and permitted assigns, agrees subsequent to Sections 8.1(b) through (d) and 8.3 through 8.7, from and after the Closing, the Stockholder shall Effective Time to indemnify and hold harmless Purchaser and its Affiliatesthe Parent, the Surviving Corporation and their respective officers, directors, managersemployees and agents (individually, employeesa "Parent Indemnified Party" and collectively, representatives and agents, the "Parent Indemnified Parties") from and against any and in respect of all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, claims, actions or causes of action, assessments, lossesorders, damagesjudgments, liabilitiesfines, penalties, costs and expenses (including the reasonable fees, disbursements and expenses of attorneys’ fees, accountants and consultants) of any kind or nature whatsoever (collectivelywhether or not arising out of third-party claims and including all amounts paid in investigation, “Losses”)defense or settlement of the foregoing) sustained, suffered or incurred by or made against any such partyParent Indemnified Party (a "Loss" or "Losses"), if and to the extent such Losses are suffered or incurred by reason of, or arising out of, any of the followingbased upon or in connection with: (ia) The any breach or failure of any representation or warranty of made by the Stockholder, Company or the Company, or an Asset Seller contained Stockholder in this Agreement or in any schedule, exhibit, certificate, agreement or other instrument delivered under or in connection with this Agreement, or by reason of any claim, action or proceeding asserted or instituted arising out of any matter or thing covered by any such representations or warranties (other than any Fundamental Representation) to be true collectively, "Parent Representation and correct when made or deemed made under the terms hereofWarranty Claims"); (iib) The breach or failure of any Fundamental Representation of the Stockholder, the Company or an Asset Seller contained in this Agreement to be true and correct when made or deemed made under the terms hereof; (iii) The breach of any covenant or agreement made by the Company or the Stockholder in this Agreement or in any schedule, exhibit, certificate, agreement or other instrument delivered under or in connection with this Agreement, or by reason of any claim, action or proceeding asserted or instituted arising out of any matter or thing covered by any such covenant or agreement; or (c) with respect to taxes of the Stockholder or Company incurred with respect to any Asset Seller contained in this Agreement; Pre-Closing Tax Period (ivas defined below) The Excluded Assets, Excluded Liabilities, Company Indebtedness or any Transaction Expenses of the Company; (v) All Taxes (or the non-payment thereof) for which the Stockholder is responsible pursuant to Section 5.8; (vi) All Liabilities relating to the employment of employees by the Company; (vii) Any class action lawsuits (to the extent any such lawsuit covers conduct commencing prior liability exceeds the amounts accrued therefor and disclosed to the Parent in Schedule 3.7 hereto (it being understood that such Schedule shall be updated as of the Closing to reflect tax accruals as of such date consistent with the Company's past practices); the term "Pre-Closing Tax Period" shall mean all taxable periods ending on or before the Closing Date and the portion (ending on the Closing Date) alleging, in addition to of any other claims, taxable period that includes (but does not end on) the Business, the Company, the Stockholder or any Affiliates engaged in an anti-competitive agreement to eliminate online branded keyword search advertising or similar conduct; or Closing Date. Claims under clauses (viiia) Those matters set forth on Section 8.1(a)(viiithrough (c) of the Company Disclosure Schedule. this Section 12.1 are hereinafter collectively referred to as "Parent Indemnifiable Claims". The rights of Parent Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (b) No claim for indemnification and (c) of this Section 12.1 shall not be limited by the fact that such occurrence may be made under Sections 8.1(a)(i), (ii), (iii) or (v) unless written notice, specifying not constitute an inaccuracy in reasonable detail the nature of the claim, has been given to the Stockholder: (i) at any time prior to sixty (60) days after the expiration of the statute of limitations applicable to the underlying claim (or if there is no applicable statute of limitations, at any time until the date that is four (4) years after the Closing Date), with respect to any claim brought for a misrepresentation or breach of Sections 2.1 (Organization and Qualification; Authority), 2.2 (Authorization and Validity), 2.4 (Capitalization), 2.15 (Taxes), 2.18 (Brokers), 3.1 (Authorization and Validity) or 3.4 (Shares) (collectively, the “Fundamental Representations”) or with respect to any claim under Section 8.1(a)(v); (ii) at any time on or prior to the fifteen (15) month anniversary of the Closing Date, with respect to any claim brought for a misrepresentation or breach of any other representation or warranty; warranty referred to in clause (iiia) at any time on or prior of this Section 12.1. The Stockholder's indemnification obligations hereunder shall be limited to the expiration Merger Consideration of the statute $3,030,000, as adjusted pursuant to Section 2 of limitations, with respect to any claim brought for a breach this Agreement. After payment of any covenant required to be performed by the Stockholder or any Asset Seller following the Closing; (iv) at any time on or prior to the first (1st) anniversary of the Closing Date, with respect to any claim brought for a breach of any covenant required to be performed by the Companysuch amount, the Stockholder or any Asset Seller prior to the ClosingStockholder's indemnification obligations hereunder shall terminate. (c) The right to indemnification with respect to any claim for which notice has been properly and timely given in accordance with Section 8.1(b) shall expire upon the final resolution of such claim. (d) To the extent permitted by Law, the Stockholder shall not be required to provide indemnification under Section 8.1(a)(i) unless and until the amount of the Losses for which a right of indemnification is provided, when aggregated with all other Losses for which a right of indemnification is provided under Section 8.1, exceeds $202,500 (the “Minimum Aggregate Liability Amount”), at which time indemnification for Losses may be asserted only to the extent such Losses exceed the Minimum Aggregate Liability Amount, up to $2,700,000 (the “Maximum Aggregate Liability Amount”). Notwithstanding the foregoing, no claim for indemnification under Section 8.1(a)(i) shall be asserted with respect to any matter or series of related matters unless and until the aggregate amount of Losses that would be payable with respect to such claim exceeds $25,000 (the “Mini-Basket”), and such Losses shall not be counted towards the Minimum Aggregate Liability Amount unless they exceed the Mini-Basket. The Stockholder will provide indemnification under Section 8.1(a)(viii) for 50% of each Loss for which a right of indemnification is provided, up to an aggregate of $25,000 for all such Losses. In addition, in no event shall the Stockholder have any Liability for indemnification of Losses under Sections 8.1(a)(ii), (iii) or (v) in excess of the proceeds actually received by the Stockholder pursuant to this Agreement; provided, however, this limitation shall not apply to any Taxes that the Stockholder is responsible for under Section 5.8(e)(ii).

Indemnification by the Stockholder. (a) Subject to Sections 8.1(b) through (d) and 8.3 through 8.7, from From and after the Closing, the Stockholder shall indemnify indemnify, defend and hold harmless Purchaser the Buyer, Parent and its their respective Affiliates, their respective successors and their assigns, and the respective officers, directors, managers, employees, representatives employees and agents, agents of each of the foregoing (the “Parent Indemnified Persons”) from and against any and all demandsLosses of every kind, claimsnature or description asserted against, actions or causes of actionsustained, assessmentsincurred or accrued directly or indirectly by, losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”), suffered or incurred by any such party, if and Parent Indemnified Person to the extent that such Losses arise out of or result from or are suffered or incurred by reason of, or arising out of, a consequence of any of the following: (i) The the breach or failure inaccuracy of any representation or warranty of the Stockholder, Company or the Company, or an Asset Seller Stockholder contained in this Agreement or in any Related Agreement or certificate delivered by the Company or the Stockholder pursuant to this Agreement, it being understood and agreed that for purposes hereof, such representations and warranties shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (other than any Fundamental Representationincluding the word “material”) to be true and correct when made or deemed made under the terms hereof“Company Material Adverse Effect”; (ii) The the breach of or failure non-compliance with any agreement or covenant of any Fundamental Representation of the Stockholder, the Company or an Asset Seller the Stockholder contained in this Agreement to be true and correct when made or deemed made under the terms hereofin any Related Agreement; (iii) The breach of any covenant or agreement Indebtedness of the Stockholder or any Asset Seller contained Company outstanding as of the Closing Date, other than the Debt Payoff Amount and other than the Indebtedness set forth in this AgreementSection 3.10(ii) of the Company Disclosure Schedule; (iv) The Excluded Assetsany Taxes of the Company attributable to any Pre-Closing Tax Period (including any Pre-Closing Tax Period included in a Straddle Period); (v) any claim by an owner of equity or other securities of the Company, Excluded Liabilities, Company Indebtedness or any Transaction Expenses other Person, seeking to assert, or based upon, ownership or rights to ownership of any shares of stock or other securities of the Company; (vvi) All Taxes (the existence or ownership of any subsidiaries or any ownership of any capital stock or other proprietary interest, directly or indirectly, in any other Person, at any time prior to the non-payment thereof) for which Closing, except as disclosed in Section 3.2 of the Stockholder is responsible pursuant to Section 5.8Company Disclosure Schedule; (vivii) All Liabilities relating to the employment any repurchase, redemption, or other reacquisition of employees by any shares of capital stock or other securities of the Company; (viiviii) Any class action lawsuits (to the extent any such lawsuit covers conduct commencing prior to the Closing Date) alleging, in addition to any other claims, that the Business, the Company, the Stockholder ’s ownership or operation of any Affiliates engaged in an anti-competitive agreement to eliminate online branded keyword search advertising or similar conduct; or (viii) Those matters set forth on Section 8.1(a)(viii) of the Company Disclosure Schedule. (b) No claim for indemnification may be made under Sections 8.1(a)(i), (ii), (iii) or (v) unless written notice, specifying in reasonable detail the nature of the claim, has been given to the Stockholder: (i) real property at any time prior to sixty the Closing; or (60ix) days after any violation by the expiration Company of the statute of limitations applicable to the underlying claim (or if there is no applicable statute of limitations, any Laws at any time until the date that is four (4) years after the Closing Date), with respect to any claim brought for a misrepresentation or breach of Sections 2.1 (Organization and Qualification; Authority), 2.2 (Authorization and Validity), 2.4 (Capitalization), 2.15 (Taxes), 2.18 (Brokers), 3.1 (Authorization and Validity) or 3.4 (Shares) (collectively, the “Fundamental Representations”) or with respect to any claim under Section 8.1(a)(v); (ii) at any time on or prior to the fifteen (15) month anniversary of the Closing Date, with respect to any claim brought for a misrepresentation or breach of any other representation or warranty; (iii) at any time on or prior to the expiration of the statute of limitations, with respect to any claim brought for a breach of any covenant required to be performed by the Stockholder or any Asset Seller following the Closing; (iv) at any time on or prior to the first (1st) anniversary of the Closing Date, with respect to any claim brought for a breach of any covenant required to be performed by the Company, the Stockholder or any Asset Seller prior to the Closing. (c) The right to indemnification with respect to any claim for which notice has been properly and timely given in accordance with Section 8.1(b) shall expire upon the final resolution of such claim. (d) To the extent permitted by Law, the Stockholder shall not be required to provide indemnification under Section 8.1(a)(i) unless and until the amount of the Losses for which a right of indemnification is provided, when aggregated with all other Losses for which a right of indemnification is provided under Section 8.1, exceeds $202,500 (the “Minimum Aggregate Liability Amount”), at which time indemnification for Losses may be asserted only to the extent such Losses exceed the Minimum Aggregate Liability Amount, up to $2,700,000 (the “Maximum Aggregate Liability Amount”). Notwithstanding the foregoing, no claim for indemnification under Section 8.1(a)(i) shall be asserted with respect to any matter or series of related matters unless and until the aggregate amount of Losses that would be payable with respect to such claim exceeds $25,000 (the “Mini-Basket”), and such Losses shall not be counted towards the Minimum Aggregate Liability Amount unless they exceed the Mini-Basket. The Stockholder will provide indemnification under Section 8.1(a)(viii) for 50% of each Loss for which a right of indemnification is provided, up to an aggregate of $25,000 for all such Losses. In addition, in no event shall the Stockholder have any Liability for indemnification of Losses under Sections 8.1(a)(ii), (iii) or (v) in excess of the proceeds actually received by the Stockholder pursuant to this Agreement; provided, however, this limitation shall not apply to any Taxes that the Stockholder is responsible for under Section 5.8(e)(ii).

Indemnification by the Stockholder. (a) Subject to Sections 8.1(b) through (d) and 8.3 through 8.7, from and after the ClosingSection 8.3, the Stockholder shall agrees to indemnify and hold harmless Purchaser GTS, any Affiliate of GTS and its Affiliates, and their respective officers, the directors, managers, employees, representatives officers and agents, employees of GTS or any of its Affiliates from and against any and all demands, claims, actions or causes of action, assessmentsliabilities, losses, damages, liabilities, costs and expenses (expenses, including reasonable attorneys’ fees) counsel fees and disbursements (singularly, a "Loss," and collectively, “the "Losses”"), suffered arising out of any claims by a third party or incurred by any such partybetween the parties hereto relating to: (a) liabilities or obligations of CCI (whether absolute, if and to accrued, contingent or otherwise), whether existing as of the extent such Losses are suffered or incurred by reason of, Closing or arising out ofof facts or circumstances existing at or prior to the Closing, and whether or not those liabilities or obligations were known at the time of the Closing (except for those post-closing contractual obligations of the CCI specifically set forth on Schedule 8.1) including, without limitation, any of Losses arising from any tax, environmental or regulatory matters; (b) any failure or breach by the following: (i) The breach or failure Stockholder of any representation or warranty of the Stockholder, the Company, or an Asset Seller contained in this Agreement (other than any Fundamental Representation) to be true and correct when made or deemed made under the terms hereof; (ii) The breach or failure of any Fundamental Representation of the Stockholder, the Company or an Asset Seller contained in this Agreement to be true and correct when made or deemed made under the terms hereof; (iii) The breach of any covenant or agreement of by the Stockholder or any Asset Seller contained in this Agreement; (iv) The Excluded Assets, Excluded Liabilitiesincluding any Exhibit, Company Indebtedness Schedule, employment or any Transaction Expenses of the Company; (v) All Taxes (other agreement delivered by CCI or the non-payment thereof) for which the Stockholder is responsible pursuant to Section 5.8; (vi) All Liabilities relating to the employment of employees by the Company; (vii) Any class action lawsuits (to the extent any such lawsuit covers conduct commencing prior to the Closing Date) alleging, in addition to any other claims, that the Business, the Company, the Stockholder or any Affiliates engaged in an anti-competitive agreement to eliminate online branded keyword search advertising or similar conduct; or (viii) Those matters set forth on Section 8.1(a)(viii) of the Company Disclosure Schedule. (b) No claim for indemnification may be made under Sections 8.1(a)(i), (ii), (iii) or (v) unless written notice, specifying in reasonable detail the nature of the claim, has been given to the Stockholder: (i) at any time prior to sixty (60) days after the expiration of the statute of limitations applicable to the underlying claim (or if there is no applicable statute of limitations, at any time until the date that is four (4) years after the Closing Date), with respect to any claim brought for a misrepresentation or breach of Sections 2.1 (Organization and Qualification; Authority), 2.2 (Authorization and Validity), 2.4 (Capitalization), 2.15 (Taxes), 2.18 (Brokers), 3.1 (Authorization and Validity) or 3.4 (Shares) (collectively, the “Fundamental Representations”) or with respect to any claim under Section 8.1(a)(v); (ii) at any time on or prior to the fifteen (15) month anniversary of the Closing Date, with respect to any claim brought for a misrepresentation or breach of any other representation or warranty; (iii) at any time on or prior to the expiration of the statute of limitations, with respect to any claim brought for a breach of any covenant required to be performed by the Stockholder or any Asset Seller following the Closing; (iv) at any time on or prior to the first (1st) anniversary of the Closing Date, with respect to any claim brought for a breach of any covenant required to be performed by the Company, the Stockholder or any Asset Seller prior to the Closing. (c) The right to indemnification with respect to any claim for which notice has been properly and timely given in accordance with Section 8.1(b) shall expire upon the final resolution of such claim. (d) To the extent permitted by Law, the Stockholder shall not be required to provide indemnification under Section 8.1(a)(i) unless and until the amount of the Losses for which a right of indemnification is provided, when aggregated with all other Losses for which a right of indemnification is provided under Section 8.1, exceeds $202,500 (the “Minimum Aggregate Liability Amount”), at which time indemnification for Losses may be asserted only to the extent such Losses exceed the Minimum Aggregate Liability Amount, up to $2,700,000 (the “Maximum Aggregate Liability Amount”). Notwithstanding the foregoing, no claim for indemnification under Section 8.1(a)(i) shall be asserted with respect to any matter or series of related matters unless and until the aggregate amount of Losses that would be payable with respect to such claim exceeds $25,000 (the “Mini-Basket”), and such Losses shall not be counted towards the Minimum Aggregate Liability Amount unless they exceed the Mini-Basket. The Stockholder will provide indemnification under Section 8.1(a)(viii) for 50% of each Loss for which a right of indemnification is provided, up to an aggregate of $25,000 for all such Losses. In addition, in no event shall the Stockholder have any Liability for indemnification of Losses under Sections 8.1(a)(ii), (iii) or (v) in excess of the proceeds actually received by the Stockholder pursuant to this Agreement; (c) any failure to perform or breach by the Stockholder of any covenant, agreement, obligation or undertaking made by the CCI or Stockholder in this Agreement, including any Exhibit, Schedule or other agreement delivered by CCI or the Stockholder pursuant to this Agreement; and (d) any failure after the Closing to perform any of the ongoing contractual obligations which are set forth on Schedule 8.1. GTS agrees that any for which it is to be paid in connection with the indemnification provided hereunder shall be in the following order (the "Set-Off Priority"): (i) recapture of the GTS Stock, up to a maximum value of $100,000, at a price per share recapture price equal to the per share price used to calculate the number of shares received by Stockholder pursuant to Section 2.2(ii) of this Agreement; provided, however, this limitation shall not apply to any Taxes that the Stockholder is responsible for may elect, in his sole discretion, to make payment in cash in lieu of the recapture of GTS Stock; (ii) from amounts remaining due and owing from GTS to the Stockholder under Section 5.8(e)(ii)the Promissory Note; (iii) form the Cash Consideration; (iv) from cash benefits (i.e., bonuses, etc.) due to the Stockholder under the Employment Agreement; and (v) from salary payments due to the Stockholder under the Employment Agreement.

Indemnification by the Stockholder. (a) Subject to Sections 8.1(b) through (d) ), 8.1(c), and 8.3 through 8.78.9, from and after the Closing, the Stockholder shall indemnify indemnify, defend and hold harmless Purchaser and its Affiliatesaffiliates, and their respective officers, directors, managers, employees, representatives and agentsagents (collectively, the “Purchaser Group”, and each member thereof, a “Purchaser Indemnified Party”), from and against any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilitiesLiabilities, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”), suffered or incurred by any such party, if and to the extent such Losses are suffered or incurred by reason of, or arising out of, any of the following: (i) The breach or failure of any representation or warranty of the Stockholder, Stockholder or the Company, or an Asset Seller Company contained in this Agreement (other than any Fundamental Representation) to be true and correct when made or deemed made under the terms hereof; (ii) The breach or failure of any Fundamental Representation of the Stockholder, the Company or an Asset Seller contained in this Agreement to be true and correct when made or deemed made under the terms hereof; (iii) The breach of any covenant or agreement of the Stockholder or any Asset Seller contained in this AgreementAgreement to be performed after the Closing; (iii) All Indemnified Taxes; (iv) The Excluded Assets, Excluded Liabilities, Company Indebtedness or any Transaction Expenses of the CompanyIRS Audit; (v) All Taxes (Any future IRS audit of the Company, including any appeals thereof, with respect to any of the fiscal years 2016 through 2018 or the non-payment thereof) for which portion of fiscal year 2019 prior to the Stockholder Closing Date, that is responsible pursuant to Section 5.8based on substantially similar claims arising out of a substantially similar course of conduct by the Company as that alleged in the IRS Audit; (vi) All Liabilities relating to the employment of employees by the CompanyAny VDA Proceeding; (vii) Any class action lawsuits (to the extent any such lawsuit covers conduct commencing prior to the Closing Date) alleging, in addition to any other claims, that the Business, the Company, the Stockholder or any Affiliates engaged in an anti-competitive agreement to eliminate online branded keyword search advertising or similar conductThe matter set forth on Schedule 8.1(a)(vii); orand (viii) Those matters set forth on Section 8.1(a)(viii) Any Company Indebtedness, Transaction Expenses or Transaction Bonuses (and related payroll Taxes), in each case to the extent not included in the calculation of the Company Disclosure ScheduleAdjustment Amount as finally determined pursuant to Section 1.3(c) or 1.3(d). (b) No claim for indemnification may be made under Sections 8.1(a)(i), (ii), (iii) or (v) Section 8.1 unless written notice, specifying in reasonable detail the nature of the claim, has been given to the Stockholder: (i) at any time prior to sixty (60) days after the expiration of the statute of limitations applicable to the underlying claim (or if there is no applicable statute of limitations, at any time until the date that is four three (43) years after the Closing Date), with respect to any claim brought for a misrepresentation or breach of under Sections 2.1 (Organization and Qualification; Authority8.1(a)(iii), 2.2 (Authorization and Validity), 2.4 (Capitalization), 2.15 (Taxes), 2.18 (Brokers), 3.1 (Authorization and Validity8.1(a)(v) or 3.4 (Shares) (collectively, the “Fundamental Representations”) or with respect to any claim under Section 8.1(a)(v8.1(a)(vi); (ii) at any time on or prior to the fifteen twelve (1512) month anniversary of the Closing Date, with respect to any claim brought for a misrepresentation or breach of any other representation or warrantywarranty or with respect to any claim under Section 8.1(a)(viii); (iii) at any time on or prior to sixty (60) days following the expiration last date of the statute of limitationsrequired performance, with respect to any claim brought for a breach of any covenant required to be performed by the Stockholder or any Asset Seller following the Closing;under Section 8.1(a)(ii); and (iv) at any time on until the settlement or prior to the first (1st) anniversary other final resolution of the Closing Datesuch underlying matters, with respect to any claim brought for a breach of any covenant required to be performed by the Company, the Stockholder under Sections 8.1(a)(iv) or any Asset Seller prior to the Closing8.1(a)(vii). (c) The right to indemnification with respect to any claim for which notice has been properly and timely given in accordance with Section 8.3 and the time periods set forth Section 8.1(b) shall expire upon the final resolution of such claim. (d) To the extent permitted by Law, the Stockholder shall not be required to provide indemnification under Section 8.1(a)(i) unless and until the amount of the Losses for which a right of indemnification is provided, when aggregated with all other Losses for which a right of indemnification is provided under Section 8.1, exceeds $202,500 (the “Minimum Aggregate Liability Amount”), at which time indemnification for Losses may be asserted only to the extent such Losses exceed the Minimum Aggregate Liability Amount, up to $2,700,000 (the “Maximum Aggregate Liability Amount”). Notwithstanding the foregoing, no claim for indemnification under Section 8.1(a)(i) shall be asserted with respect to any matter or series of related matters unless and until the aggregate amount of Losses that would be payable with respect to such claim exceeds $25,000 (the “Mini-Basket”), and such Losses shall not be counted towards the Minimum Aggregate Liability Amount unless they exceed the Mini-Basket. The Stockholder will provide indemnification under Section 8.1(a)(viii) for 50% of each Loss for which a right of indemnification is provided, up to an aggregate of $25,000 for all such Losses. In addition, in no event shall the Stockholder have any Liability for indemnification of Losses under Sections 8.1(a)(ii), (iii) or (v) in excess of the proceeds actually received by the Stockholder pursuant to this Agreement; provided, however, this limitation shall not apply to any Taxes that the Stockholder is responsible for under Section 5.8(e)(ii).

Indemnification by the Stockholder. (a) Subject The Stockholder agrees subsequent ---------------------------------- to Sections 8.1(b) through (d) and 8.3 through 8.7, from and after the Closing, the Stockholder shall Closing to indemnify and hold harmless Purchaser and its Affiliatesthe SSA Surviving Corporation, the Xxxxxx Surviving Corporation, Parent, Xxx-Xxxx, Sub and their respective subsidiaries and affiliates and persons serving as officers, directors, managers, employees, representatives partners or employees thereof (individually a "Xxx-Xxxx Indemnified Party" and agents, collectively the "Xxx- Xxxx Indemnified Parties") harmless from and against any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel) of any kind or nature whatsoever (whether or not arising out of third-party claims and including reasonable attorneys’ feesall amounts paid in investigation, defense or settlement of the foregoing) (collectively, “Losses”)which may be sustained, suffered or incurred by or made against any such party, if and to the extent such Losses are suffered or incurred by reason of, or of them arising out of, of or based upon any of the followingfollowing matters: (a) fraud, intentional misrepresentation or a deliberate or wilful breach by SSA, Xxxxxx or the Stockholder of any of their representations, warranties or covenants under this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto; (b) any other breach of any representation, warranty or covenant of SSA, Xxxxxx or the Stockholder under this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto (exclusive of any claims for indemnification for Taxes or based upon or related to a breach of any representation, warranty or covenant with respect to Taxes or tax related matters which are governed by subsections (c) and (d) below; and exclusive of any claims for indemnification with respect to (i) The the Blue Eagle Leases or the Blue Eagle Agreement or related matters, (ii) the Judgment Liens (as defined below), (iii) the Split Dollar Policies (as defined below), (iv) the Vehicles Matters (as defined below), (v) the Coachman Crossing Matters (as defined below), (vi) the Coin Laundry Leasing Matters (as defined below), (vii) the Assigned Lawsuits (as defined below), (viii) the Transaction Expenses (as defined below), and (ix) the Checks Matters (as defined below) which shall all be governed by subsection (e) below); (c) any liability of SSA or Xxxxxx for Taxes attributable to the periods, or portions thereof, ending on or before the Closing (which has not been paid or provided for or reserved against by SSA or Xxxxxx in the Balance Sheet included in the Interim Financial Statements) or as a result of any breach of any representation, warranty or failure covenant with respect to Taxes or tax related matters (including, without limitation, any representations made pursuant to Sections 1.7 or 3.7 hereof), but excluding the Florida sales tax matters governed by Subsection 8.1(d) below; (d) any liability of SSA or Xxxxxx for Florida state sales taxes (i) attributable to the periods, or portions thereof, ending on or before the Closing (which has not been paid or provided for or reserved against by SSA or Xxxxxx in the Balance Sheet included in the Interim Financial Statements) or (ii) as a result of or relating to any breach of any representation, warranty or covenant with respect to Taxes or tax related matters (including without limitation, any representations made pursuant to Sections 1.7 or 3.7 hereof); and (e) (i) any breach of any representation or warranty of the Stockholder, the Company, or an Asset Seller contained in this Agreement (other than any Fundamental Representation) to be true and correct when made or deemed made under the terms Section 3.28 hereof; , (ii) The breach any liability or failure of any Fundamental Representation of the Stockholderobligation arising out of, the Company or an Asset Seller contained in this Agreement to be true and correct when made or deemed made under the terms hereof; (iii) The breach of any covenant or agreement of the Stockholder or any Asset Seller contained in this Agreement; (iv) The Excluded Assets, Excluded Liabilities, Company Indebtedness or any Transaction Expenses of the Company; (v) All Taxes (or the non-payment thereof) for which the Stockholder is responsible pursuant to Section 5.8; (vi) All Liabilities relating to or resulting from the employment of employees by Peppertree Village Condominium Association, Inc.'s lawsuit against SSA (as shown in Schedule 3.10 attached hereto and officially ------------- known as Case No. 88-15942-13) and the Company; judgment lien related thereto, and the Goldkind Family Trust's lawsuit against SSA (viias shown in Schedule 3.10 attached ------------- hereto and officially known as Case No. 96-3958-CO-42) Any class action lawsuits and the judgment lien related thereto (to the extent any such lawsuit covers conduct commencing prior to the Closing Date) alleging, in addition to any other claims, that the Business, the Company, the Stockholder or any Affiliates engaged in an anti-competitive agreement to eliminate online branded keyword search advertising or similar conduct; or (viii) Those matters set forth on Section 8.1(a)(viii) of the Company Disclosure Schedule. (b) No claim for indemnification may be made under Sections 8.1(a)(i), (ii"Judgment Liens"), (iii) any liability or obligation arising out of, relating to or resulting from the Split Dollar Life Insurance Policies maintained by SSA and/or Xxxxxx, including the policies maintained at any time with respect to Xxxxxxx Xxxxxx and Xxxxx Xxxxxxxxx (the "Split Dollar Policies"), (iv) any liability or obligation arising out of, relating to or resulting from the vehicles, including any vehicles leases, to be retained by the Stockholder as set forth on Schedule 3.9 (the "Vehicles Matters"), (v) unless written noticeany ------------ liability arising out of, specifying in reasonable detail relating to or resulting from (w) the nature of lawsuit entitled Commercial Laundry Corp. vs. Xxxxx X. Xxxxxxx, as Trustee under the claimLand Trust ------------------------------------------------------------------------------ Agreement dated December 4, has been given 1992 vs. Decade Properties, Inc., Case No. 90- ------------------------------------------------------------ 003809-CI-007, (x) the Indemnity Addendum to the Stockholder: Laundry Lease Agreement Between Xxxx. X. Xxxxxxx & Sons, Inc. As Agent For Xxxxx X. Xxxxxxx, Not Personally But As Trustee U/A/D 12/4/92 and SSA, dated as of April 9, 1993, for Coachman Crossing Apartments, 0000 X.X. Xxxxxxxx Xxxx, Xxxxxxxxxx, XX, and (iy) at any time prior to sixty (60) days after the expiration lawsuit entitled Xxxxx X. Xxxxxxx, as Trustee under the Land Trust ------------------------------------------------- Agreement dated December 4, 1992 vs. Sun Services of the statute of limitations applicable to the underlying claim (or if there is no applicable statute of limitationsAmerica, at any time until the date that is four (4) years after the Closing Date)Inc., with respect to any claim brought for a misrepresentation or breach of Sections 2.1 (Organization and Qualification; Authority), 2.2 (Authorization and Validity), 2.4 (Capitalization), 2.15 (Taxes), 2.18 (Brokers), 3.1 (Authorization and Validity) or 3.4 (Shares) Case No. ------------------------------------------------------------------- 97-2423-CI-20 (collectively, the “Fundamental Representations”"Coachman Crossing Matters"), (vi) any liability or with respect obligation in excess of $245,000 arising out of, relating to or resulting from the SSA Promissory Note in the principal amount of $350,000 payable in favor of Coin Laundry Leasing Corp. or Assign (the "Coin Laundry Leasing Matters"), (vii) any claim under Section 8.1(a)(vobligation or liability arising out of, relating to or resulting from the lawsuits entitled Sun Services of America, Inc. vs. --------------------------------- Days Inn Main Gate West & Gateway Tours, Case No. 96-5648 and Sun Services of --------------------------------------- --------------- America, Inc. vs. Xxxxxx Properties, Case No. 95-6861-CI-7 (the "Assigned ----------------------------------- Lawsuits"); , (iiviii) at any time liability or obligation for any expenses of SSA, Xxxxxx or the Stockholder relating in any way to the Mergers or the transactions contemplated by this Agreement, including, without limitation, legal, accounting or other professional expenses, to the extent that the aggregate amount of such expenses exceed $110,000 (the "Transaction Expenses"), and (ix) (y) all commission checks payable by SSA, Xxxxxx, Atlantic Coin Laundry, Coin Operated Apartment Laundries, Coin Laundry Leasing, M&M Laundry Equipment and/or Certified Coin Laundries dated on or prior to April 17, 1997 (the fifteen "Commission Checks") and (15z) month anniversary of the Closing Date, with respect to any claim brought for a misrepresentation or breach of any other representation or warranty; checks payable by SSA, Xxxxxx and/or any other entity referenced in the immediately preceding clause (iiiy) at any time hereof dated on or prior to the expiration of the statute of limitationsApril 14, with respect to any claim brought for a breach of any covenant required to be performed by the Stockholder or any Asset Seller following the Closing; (iv) at any time on or prior to the first (1st) anniversary of the Closing Date, with respect to any claim brought for a breach of any covenant required to be performed by the Company, the Stockholder or any Asset Seller prior to the Closing. (c) The right to indemnification with respect to any claim for which notice has been properly and timely given in accordance with Section 8.1(b) shall expire upon the final resolution of such claim. (d) To the extent permitted by Law, the Stockholder shall not be required to provide indemnification under Section 8.1(a)(i) unless and until the amount of the Losses for which a right of indemnification is provided, when aggregated with all other Losses for which a right of indemnification is provided under Section 8.1, exceeds $202,500 1997 (the “Minimum Aggregate Liability Amount”), at which time indemnification for Losses may be asserted only "Other Checks") to the extent such Losses exceed the Minimum Aggregate Liability Amount, up to $2,700,000 (the “Maximum Aggregate Liability Amount”). Notwithstanding the foregoing, no claim for indemnification under Section 8.1(a)(i) shall be asserted with respect to any matter or series of related matters unless and until that the aggregate amount of Losses that would be payable with respect to such claim exceeds the Commission Checks and the Other Checks exceed $25,000 322,829.15 in the aggregate (the “Mini-Basket”), and such Losses shall not be counted towards the Minimum Aggregate Liability Amount unless they exceed the Mini-Basket. The Stockholder will provide indemnification under Section 8.1(a)(viii) for 50% of each Loss for which a right of indemnification is provided, up to an aggregate of $25,000 for all such Losses. In addition, in no event shall the Stockholder have any Liability for indemnification of Losses under Sections 8.1(a)(ii), (iii) or (v) in excess of the proceeds actually received by the Stockholder pursuant to this Agreement; provided, however, this limitation shall not apply to any Taxes that the Stockholder is responsible for under Section 5.8(e)(ii"Checks Matters").

Indemnification by the Stockholder. (a) Subject The Stockholder, ---------------------------------- hereby covenants and agrees to Sections 8.1(b) through (d) and 8.3 through 8.7, from and after the Closing, the Stockholder shall indemnify and hold harmless Purchaser the Buyer and its Affiliatesrespective successors and assigns (subject to the notice, timing and their respective officersamount limitations set forth in this Agreement) against and in respect of any liability, directorsloss, managersdamage, employeesexpense or other cost, representatives and agents, from and against any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs including without limitation reasonable attorneys' fees and expenses (including reasonable attorneys’ feesa "Loss") resulting from any (collectively, “Losses”), suffered or incurred by any such party, if and to the extent such Losses are suffered or incurred by reason of, or arising out of, any of the following: (ia) The ---- breach or failure of any representation or warranty of the Stockholder, the Companywarranty, or an Asset Seller contained in this Agreement (other than any Fundamental Representationb) to be true and correct when made or deemed made under the terms hereof; (ii) The breach or failure nonfulfillment of any Fundamental Representation of agreement or covenant on the Stockholder, the Company or an Asset Seller contained in this Agreement to be true and correct when made or deemed made under the terms hereof; (iii) The breach of any covenant or agreement part of the Stockholder or any Asset Seller contained in this Agreement; (iv) The Excluded Assets, Excluded Liabilities, Company Indebtedness or any Transaction Expenses of the Company; (v) All Taxes (or the non-payment thereof) for which the Stockholder is responsible pursuant to Section 5.8; (vi) All Liabilities relating to the employment of employees by the Company; (vii) Any class action lawsuits (to the extent any such lawsuit covers conduct commencing prior to the Closing Date) alleging, in addition to any other claims, that the Business, the Company, the Stockholder or any Affiliates engaged in an anti-competitive agreement to eliminate online branded keyword search advertising or similar conduct; or (viii) Those matters set forth on Section 8.1(a)(viii) of the Company Disclosure Schedule. (b) No claim for indemnification may be made under Sections 8.1(a)(i), (ii), (iii) or (v) unless written notice, specifying in reasonable detail the nature of the claim, has been given to the Stockholder: (i) at any time prior to sixty (60) days after the expiration of the statute of limitations applicable to the underlying claim (or if there is no applicable statute of limitations, at any time until the date that is four (4) years after the Closing Date), with respect to any claim brought for a misrepresentation or breach of Sections 2.1 (Organization and Qualification; Authority), 2.2 (Authorization and Validity), 2.4 (Capitalization), 2.15 (Taxes), 2.18 (Brokers), 3.1 (Authorization and Validity) or 3.4 (Shares) (collectively, the “Fundamental Representations”) or with respect to any claim under Section 8.1(a)(v); (ii) at any time on or prior to the fifteen (15) month anniversary of matters occurring before the Closing Date, with respect to any claim brought for a misrepresentation or breach of any other representation or warranty; (iii) at any time on or prior to under this Agreement which survives the expiration of the statute of limitations, with respect to any claim brought for a breach of any covenant required to Closing. The indemnity provided in this Section 6.1 shall be performed satisfied by the Stockholder or any Asset Seller following the Closing; (iv) at any time on or prior to the first (1st) anniversary of the Closing Date, with respect to any claim brought for a breach of any covenant required to be performed by the Company, the Stockholder or any Asset Seller prior to the Closing. (c) The right to indemnification with respect to any claim for which notice has been properly and timely given in accordance with Section 8.1(b) shall expire upon the final resolution of such claim. (d) To the extent permitted by Lawthis Article VI. Notwithstanding any other provision of this Agreement to the contrary, the Stockholder term "Loss" shall not include (a) any loss, liability, claim, damage or diminution in value that results from claims that were or would have been covered by the Company's insurance in effect as of the Closing if Buyer causes or permits the Company to terminate such coverage and fails to obtain adequate tail coverage; (b) any loss, liability, claim, damage or diminution in value that is proximately caused by any action of the Company or Buyer following the Closing, or (c) any consequential, incidental or punitive damages; and the term "Loss" shall mean the actual dollar amount of each such Loss and shall not be required to provide indemnification under Section 8.1(a)(i) unless and until the amount based on any multiple of the Losses for which a right of indemnification is provided, when aggregated with all other Losses for which a right of indemnification is such Loss. The remedy provided under Section 8.1, exceeds $202,500 (the “Minimum Aggregate Liability Amount”), at which time indemnification for Losses may be asserted only to the extent such Losses exceed the Minimum Aggregate Liability Amount, up to $2,700,000 (the “Maximum Aggregate Liability Amount”). Notwithstanding the foregoing, no claim for indemnification under Section 8.1(a)(i) in this Article VI shall be asserted Buyer's exclusive remedy with respect to Losses arising out of the matters set forth in this Section 6.1; provided nothing herein shall relieve any matter party for liability for fraud. Buyer grants to the Stockholder and her duly appointed representative the sole right to negotiate, resolve, settle or series of related matters unless and until the aggregate amount of Losses that would be payable contest any claim for Tax with respect to such claim exceeds $25,000 (the “Mini-Basket”), and such Losses shall not be counted towards the Minimum Aggregate Liability Amount unless they exceed the Mini-Basket. The Stockholder will provide indemnification under Section 8.1(a)(viii) for 50% of each Loss for which a right of indemnification is provided, up to an aggregate of $25,000 for all such Losses. In addition, in no event shall the Stockholder may have any Liability for indemnification of Losses to indemnify Buyer under Sections 8.1(a)(ii), (iii) or (v) in excess of the proceeds actually received by the Stockholder pursuant to this AgreementArticle VI; provided, however, this limitation shall not apply to any Taxes that the Stockholder is responsible must engage -------- ------- professional advisors approved by Buyer with respect to the foregoing, such approval must not be unreasonably withheld. If the Stockholder does not assume the defense of any such claim for under Section 5.8(e)(ii)Tax, Buyer may defend the same in such manner as it may deem appropriate, but not settle or otherwise compromise any such audit or proceeding at the expense of the Stockholder without first obtaining the written consent of the Stockholder, such consent must not be unreasonably withheld.

Indemnification by the Stockholder. (a) Subject to Sections 8.1(b) through (d) the terms and 8.3 through 8.7, from and after the Closingconditions of this Article XIII, the Stockholder shall indemnify agrees to indemnify, defend and hold harmless Purchaser and its AffiliatesAcquiror, the Company, the Surviving Corporation and their respective directors, officers, directorsmembers, managers, employees, representatives and agents, attorneys and affiliates harmless from and against any and all demandslosses, claims, actions or causes of actionobligations, demands, assessments, lossespenalties, liabilities, costs, damages, liabilities, costs reasonable attorneys' fees and expenses (including reasonable attorneys’ fees) (collectively, “Losses”), suffered "Damages") asserted against or incurred by any such party, if and to the extent such Losses are suffered or incurred by reason of, or indemnities arising out of, any of or resulting from: 13.1.1 a material breach of the following: (i) The breach Company or failure the Stockholder of any representation representation, warranty or warranty covenant of the Stockholder, Company or the Company, Stockholder contained herein or an Asset Seller contained in this Agreement (other than any Fundamental Representation) to be true and correct when made Schedule or deemed made under the terms hereofcertificate delivered by them hereunder; (ii) The breach or failure of 13.1.2 any Fundamental Representation of violation by the Stockholder, the Company and/or any of their past or an Asset Seller contained in this Agreement to be true present directors, officers, members, managers, shareholders, employees, agents, consultants and correct when made affiliates of state or deemed made federal laws occurring on or before the Closing Date; 13.1.3 any liability under the terms hereof; (iii) The breach Securities Act, the Exchange Act or any other federal or state "Blue Sky" or securities law or regulation, at common law or otherwise, arising out of or based upon any covenant untrue statement or agreement alleged untrue statement of a material fact relating to the Stockholder or the Company, and provided in writing to Acquiror or its counsel by the Company or the Stockholder, specifically for inclusion in any Asset Seller contained in this Agreement; (iv) The Excluded Assetspreliminary prospectus, Excluded Liabilities, Company Indebtedness the Registration Statement 42 50 or any Transaction Expenses prospectus forming a part thereof, or any amendment thereof or supplement thereto, arising out of the Company; (v) All Taxes (or the non-payment thereof) for which the Stockholder is responsible pursuant based upon any omission or alleged omission to Section 5.8; (vi) All Liabilities state therein a material fact relating to the employment of employees by the Company; (vii) Any class action lawsuits (to the extent any such lawsuit covers conduct commencing prior to the Closing Date) alleging, in addition to any other claims, that the Business, the Company, the Stockholder or any Affiliates engaged in an anti-competitive agreement to eliminate online branded keyword search advertising or similar conduct; or (viii) Those matters set forth on Section 8.1(a)(viii) of and/or the Company Disclosure Schedule. (b) No claim for indemnification may be made under Sections 8.1(a)(i), (ii), (iii) or (v) unless written notice, specifying in reasonable detail the nature of the claim, has been given to the Stockholder: (i) at any time prior to sixty (60) days after the expiration of the statute of limitations applicable to the underlying claim (or if there is no applicable statute of limitations, at any time until the date that is four (4) years after the Closing Date), with respect to any claim brought for a misrepresentation or breach of Sections 2.1 (Organization and Qualification; Authority), 2.2 (Authorization and Validity), 2.4 (Capitalization), 2.15 (Taxes), 2.18 (Brokers), 3.1 (Authorization and Validity) or 3.4 (Shares) (collectively, the “Fundamental Representations”) or with respect to any claim under Section 8.1(a)(v); (ii) at any time on or prior to the fifteen (15) month anniversary of the Closing Date, with respect to any claim brought for a misrepresentation or breach of any other representation or warranty; (iii) at any time on or prior to the expiration of the statute of limitations, with respect to any claim brought for a breach of any covenant required to be performed stated therein or necessary to make the statements therein not misleading, and not provided to Acquiror or its counsel by the Stockholder Company or any Asset Seller following the Closing; (iv) at any time on or prior to the first (1st) anniversary of the Closing DateStockholder, with respect to any claim brought for a breach of any covenant required to be performed by the Company, the Stockholder or any Asset Seller prior to the Closing. (c) The right to indemnification with respect to any claim for which notice has been properly and timely given in accordance with Section 8.1(b) shall expire upon the final resolution of such claim. (d) To the extent permitted by Law, the Stockholder shall not be required to provide indemnification under Section 8.1(a)(i) unless and until the amount of the Losses for which a right of indemnification is provided, when aggregated with all other Losses for which a right of indemnification is provided under Section 8.1, exceeds $202,500 (the “Minimum Aggregate Liability Amount”), at which time indemnification for Losses may be asserted only to the extent such Losses exceed the Minimum Aggregate Liability Amount, up to $2,700,000 (the “Maximum Aggregate Liability Amount”). Notwithstanding the foregoing, no claim for indemnification under Section 8.1(a)(i) shall be asserted with respect to any matter or series of related matters unless and until the aggregate amount of Losses that would be payable with respect to such claim exceeds $25,000 (the “Mini-Basket”), and such Losses shall not be counted towards the Minimum Aggregate Liability Amount unless they exceed the Mini-Basket. The Stockholder will provide indemnification under Section 8.1(a)(viii) for 50% of each Loss for which a right of indemnification is provided, up to an aggregate of $25,000 for all such Losses. In addition, in no event shall the Stockholder have any Liability for indemnification of Losses under Sections 8.1(a)(ii), (iii) or (v) in excess of the proceeds actually received by the Stockholder pursuant to this Agreement; provided, however, this limitation that such indemnity shall not apply inure to the benefit of Acquiror and the Company to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any Taxes that preliminary prospectus and Stockholder provided, in writing, corrected information to Acquiror's counsel and to Acquiror for inclusion in the Stockholder is responsible for under Section 5.8(e)(ii)final prospectus, and such information was not so included; and 13.1.4 any filings, reports or disclosures made by the Company or the Stockholder, as the case may be, pursuant to the IRS Voluntary Compliance Resolution Program.

Indemnification by the Stockholder. (a) Subject Without limitation as to Sections 8.1(b) through (d) and 8.3 through 8.7, from and after the Closingother rights of Purchaser, the Stockholder shall indemnify indemnify, save and hold harmless Purchaser keep Purchaser, its successors and assigns and its Affiliates, and their respective officersstockholders, directors, managersofficers, employeesaffiliates and employees and the estates, personal representatives and agentsheirs of such persons, forever harmless against and from and against any and all liability, demands, claims, actions or causes of action, assessments, losses, damagespenalties, liabilitiescosts, costs and expenses (damages or expenses, including reasonable attorneys’ fees) attorneys and expert witness fees (collectively, “) the "Losses”), suffered ") sustained or incurred by any such party, if and to of the extent such Losses are suffered or incurred by reason of, foregoing persons as a result of or arising out of, any of the following: (i) The breach or failure by virtue of any incorrect representation or warranty of the Stockholder, the Company, or an Asset Seller contained in this Agreement (other than any Fundamental Representation) to be true and correct when made or deemed made under the terms hereof; (ii) The breach or failure of any Fundamental Representation of the Stockholder, by the Company or an Asset Seller contained in this Agreement to be true and correct when made or deemed made under the terms hereof; (iii) The breach of any covenant or agreement of and/or the Stockholder herein or in any Asset Seller contained certificate, exhibit or schedule delivered to Purchaser in this Agreement; (iv) The Excluded Assets, Excluded Liabilities, Company Indebtedness or any Transaction Expenses of the Company; (v) All Taxes (or the non-payment thereof) for which the Stockholder is responsible pursuant to Section 5.8; (vi) All Liabilities relating to the employment of employees by the Company; (vii) Any class action lawsuits (to the extent any such lawsuit covers conduct commencing prior to the Closing Date) alleging, in addition to any other claims, that the Business, the Company, the Stockholder or any Affiliates engaged in an anti-competitive agreement to eliminate online branded keyword search advertising or similar conduct; or (viii) Those matters set forth on Section 8.1(a)(viii) of the Company Disclosure Scheduleconnection herewith. (b) No claim for indemnification may be Without limitation as to the other rights of the Stockholder, Purchaser shall indemnify, save and keep the Stockholder harmless against and from any Losses sustained by the Stockholder arising out of or by virtue of (i) any incorrect representation or warranty made under Sections 8.1(a)(i)by Purchaser herein, (ii), (iii) or (v) unless written notice, specifying in reasonable detail the nature Purchaser's operation of the claim, has been given to the Stockholder: (i) at any time prior to sixty (60) days after the expiration of the statute of limitations applicable to the underlying claim (Business on or if there is no applicable statute of limitations, at any time until the date that is four (4) years after the Closing Date), with respect to and (iii) any claim brought for a misrepresentation debt, liability or breach obligation of Sections 2.1 (Organization and Qualification; Authority), 2.2 (Authorization and Validity), 2.4 (Capitalization), 2.15 (Taxes), 2.18 (Brokers), 3.1 (Authorization and Validity) or 3.4 (Shares) (collectively, the “Fundamental Representations”) or with respect to any claim under Section 8.1(a)(v); (ii) at any time Company arising on or prior to the fifteen (15) month anniversary of after the Closing Date, with respect to any claim brought for a misrepresentation or breach of any other representation or warranty; (iii) at any time on or prior to the expiration of the statute of limitations, with respect to any claim brought for a breach of any covenant required to be performed by the Stockholder or any Asset Seller following the Closing; (iv) at any time on or prior to the first (1st) anniversary of the Closing Date, with respect to any claim brought for a breach of any covenant required to be performed by the Company, the Stockholder or any Asset Seller prior to the Closing. (c) The right A party required under this Section 6.01 to indemnification with respect to any claim for which notice has been properly and timely given in accordance with Section 8.1(bfurnish indemnity (the "Indemnifying Party") shall expire upon satisfy its obligation of indemnification under this Section 6.01 within forty-five (45) days after written notice thereof from any person entitled to such indemnity hereunder (the final resolution of such claim"Indemnified Party") to the Indemnifying Party; provided, however, that a party shall not be deemed in breach hereof for so long as it contests in good faith its liability for indemnification hereunder. (d) To As soon as practicable after obtaining knowledge thereof, any Indemnified Party shall notify the extent permitted by Law, Indemnifying Party of any claim or demand which the Stockholder shall not be required Indemnified Party has determined has given or could give rise to provide indemnification under Section 8.1(a)(i) unless and until the amount of the Losses for which a right of indemnification is provided, when aggregated with all other Losses for which under this Agreement. A failure to give such notice shall not negate a right of to indemnification is provided under Section 8.1, exceeds $202,500 (the “Minimum Aggregate Liability Amount”), at which time indemnification for Losses may be asserted only to the extent such Losses exceed the Minimum Aggregate Liability Amount, up to $2,700,000 (the “Maximum Aggregate Liability Amount”). Notwithstanding the foregoing, no claim for indemnification under Section 8.1(a)(i) shall be asserted with respect to any matter or series of related matters unless and until the aggregate amount of Losses that would be payable with respect to such claim exceeds $25,000 (the “Mini-Basket”), and such Losses shall not be counted towards the Minimum Aggregate Liability Amount unless they exceed the Mini-Basket. The Stockholder will provide indemnification under Section 8.1(a)(viii) for 50% of each Loss for which a right of indemnification is provided, up to an aggregate of $25,000 for all such Losses. In addition, in no event shall the Stockholder have any Liability for indemnification of Losses under Sections 8.1(a)(ii), (iii) or (v) in excess of the proceeds actually received by the Stockholder pursuant to this Agreementhereunder; provided, however, that the Indemnified Party shall bear any amount of Loss resulting directly from a failure to give a timely notice. If such claim or demand relates to a claim or demand asserted by a third party against the Indemnified Party and if the Indemnifying Party acknowledges in writing its obligations to indemnify and hold harmless under this limitation Section 6.01, the Indemnifying Party shall have the right to employ such counsel as is reasonably acceptable to the Indemnified Party to defend any such claim or demand asserted against the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any said claim or demand at its own cost and expense, provided that unless the Indemnified Party bears a greater risk of loss than the Indemnifying Party, the Indemnifying Party shall control the defense of said claim or demand. So long as the Indemnifying Party is defending in good faith any such claim or demand, (i) the Indemnified Party shall not apply settle such claim or demand without the prior written consent of the Indemnifying Party, and (ii) any settlement of such claim or demand made without such consent of the Indemnifying Party shall not be subject to indemnity under this Section 6.01. (e) The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required for use in contesting any claim or demand asserted by a third party against any Indemnified Party. Whether or not the Indemnifying Party so elects to defend any such claim or demand, the Indemnified Party shall not have any obligation to do so and the Indemnified Party shall not waive any rights it may have against the Indemnifying Party under this Section 6.01 with respect to any Taxes such claim or demand by electing or failing to elect to defend any such claim, provided that the Stockholder Indemnified Party against which a claim or demand is responsible for under Section 5.8(e)(ii)asserted in the first instance shall file in a timely manner any answer or pleading with respect to a suit or proceeding in such action as is necessary to avoid default or other adverse results.

Indemnification by the Stockholder. (a) Subject to Sections 8.1(b) through (d) and 8.3 through 8.7, from and after the Closing, the Stockholder shall indemnify and hold harmless Purchaser and its Affiliates, and their respective officers, directors, managers, employees, representatives and agents, from and against any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”), suffered or incurred by any such party, if and to the extent such Losses are suffered or incurred by reason of, or arising out of, any of the following: (i) The breach or failure of any representation or warranty of the Stockholder, the Company, or an Asset Seller contained in this Agreement (other than any Fundamental Representation) to be true and correct when made or deemed made under the terms hereof;; Table of Contents (ii) The breach or failure of any Fundamental Representation of the Stockholder, the Company or an Asset Seller contained in this Agreement to be true and correct when made or deemed made under the terms hereof; (iiiA) The breach of any covenant or agreement of the Stockholder or any Asset Seller required to be performed on or prior to Closing contained in this Agreement; provided, that with respect to any such breach after May 1, 2018, only to the extent such breach was a Willful Breach by the Company, the Asset Sellers or the Stockholder or (B) the breach of any covenant or agreement of the Stockholder or any Asset Seller required to be performed following the Closing; (iv) The Excluded Assets, Excluded Liabilities, Company Indebtedness or any Transaction Expenses of the Company; (v) All Taxes (or the non-payment thereof) for which the Stockholder is responsible pursuant to Section 5.8; (vi) All Liabilities relating to the employment of employees by the Company; (vii) Any class action lawsuits (to the extent any such lawsuit covers conduct commencing prior to the Closing Date) alleging, in addition to any other claims, that the Business, the Company, the Stockholder or any Affiliates engaged in an anti-competitive agreement to eliminate online branded keyword search advertising or similar conduct; or (viii) Those matters set forth on Section 8.1(a)(viii) of the Company Disclosure Schedule. (b) No claim for indemnification may be made under Sections 8.1(a)(i), (ii), (iii) or (v) unless written notice, specifying in reasonable detail the nature of the claim, has been given to the Stockholder: (i) at any time prior to sixty (60) days after the expiration of the statute of limitations applicable to the underlying claim (or if there is no applicable statute of limitations, at any time until the date that is four (4) years after the Closing Date), with respect to any claim brought for a misrepresentation or breach of Sections 2.1 (Organization and Qualification; Authority), 2.2 (Authorization and Validity), 2.4 (Capitalization), 2.15 (Taxes), 2.18 (Brokers), 3.1 (Authorization and Validity) or 3.4 (Shares) (collectively, the “Fundamental Representations”) or with respect to any claim under Section 8.1(a)(v); (ii) at any time on or prior to the fifteen (15) month anniversary of the Closing Date, with respect to any claim brought for a misrepresentation or breach of any other representation or warranty;; Table of Contents (iii) at any time on or prior to the expiration of the statute of limitations, with respect to any claim brought for a breach of any covenant required to be performed by the Stockholder or any Asset Seller following the Closing; (iv) at any time on or prior to the first (1st) anniversary of the Closing Date, with respect to any claim brought for a breach of any covenant required to be performed by the Company, the Stockholder or any Asset Seller prior to the Closing. (c) The right to indemnification with respect to any claim for which notice has been properly and timely given in accordance with Section 8.1(b) shall expire upon the final resolution of such claim. (d) To the extent permitted by Law, the Stockholder shall not be required to provide indemnification under Section 8.1(a)(i) unless and until the amount of the Losses for which a right of indemnification is provided, when aggregated with all other Losses for which a right of indemnification is provided under Section 8.1, exceeds $202,500 (the “Minimum Aggregate Liability Amount”), at which time indemnification for Losses may be asserted only to the extent such Losses exceed the Minimum Aggregate Liability Amount, up to $2,700,000 (the “Maximum Aggregate Liability Amount”). Notwithstanding the foregoing, no claim for indemnification under Section 8.1(a)(i) shall be asserted with respect to any matter or series of related matters unless and until the aggregate amount of Losses that would be payable with respect to such claim exceeds $25,000 (the “Mini-Basket”), and such Losses shall not be counted towards the Minimum Aggregate Liability Amount unless they exceed the Mini-Basket. The Stockholder will provide indemnification under Section 8.1(a)(viii) for 50% of each Loss for which a right of indemnification is provided, up to an aggregate of $25,000 for all such Losses. In addition, in no event shall the Stockholder have any Liability for indemnification of Losses under Sections 8.1(a)(ii), (iii) or (v) in excess of the proceeds actually received by the Stockholder pursuant to this Agreement; provided, however, this limitation shall not apply to any Taxes that the Stockholder is responsible for under Section 5.8(e)(ii).

Indemnification by the Stockholder. (a) Subject to Sections 8.1(b) through (d) and 8.3 through 8.7, from and after the Closingother provisions of this Article 7, the Stockholder shall indemnify save, indemnify, defend, and hold harmless Purchaser and Buyer, its Affiliates, and their respective officerspartners, members, principals, employees, directors, managersofficers, employeesstockholders, representatives successors, assigns, representatives, and agentsagents (collectively, the "Buyer Group") from and against against, and pay or reimburse, as the case may be, the Buyer Group, and each of them, for, any and all demandsDamages, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”)as incurred, suffered by Buyer or incurred by any such partyother member of the Buyer Group based upon, if and to the extent such Losses are suffered or incurred by reason of, or arising out of, or otherwise in any way relating to or in respect of: (a) the failure of any of the following: (i) The breach representations and warranties of the Stockholder contained herein or in any other documents executed and delivered in connection with this Agreement to have been true and correct as of the date hereof and as of the Closing Date, it being understood that to the extent that any of such representations and warranties were expressly made as of a specified date the same shall apply only to the failure of any representation or warranty of the Stockholder, the Company, or an Asset Seller contained in this Agreement (other than any Fundamental Representation) such representations and warranties to be true and correct when made or deemed made under the terms hereofas of such specified date; (iib) The any breach or failure of any Fundamental Representation of the Stockholder, the Company or an Asset Seller contained in this Agreement to be true and correct when made or deemed made under the terms hereof; (iii) The breach violation of any covenant or agreement of the Stockholder contained herein or in any Asset Seller certificate or other document delivered pursuant hereto; (c) all Liabilities relating to the Redeemed Business, whether arising before or after Closing, except for the Company Retained Debt; (d) all Liabilities for Taxes that relate to the redemption and distribution described in Section 2.3 or the Company's failure (if any) to file Tax Returns in all states in which Tax Returns may have been due (net of any refund obtained from states in which Taxes were overpaid); (e) all Liabilities of the Company, determined as such amounts are ultimately known and resolved, 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, circumstance, state of facts, or other condition which occurred or existed on or before the Closing Date, whether or not then known, due or payable, except to the extent(A) such Liabilities are adequately reflected or reserved against on the face of the Audited Closing Balance Sheet (excluding any notes thereto) or (B) were thereto); incurred after March 31, 2000, in the Ordinary Course of Business and in conformity with the representations, warranties, and covenants contained in this Agreement; (ivf) The Excluded Assets, Excluded Liabilities, Company Indebtedness or the amount of any Transaction Expenses of the Company; (v) All Taxes (or the nonpre-payment thereof) for which the Stockholder is responsible pursuant to Section 5.8; (vi) All Liabilities relating to the employment of employees tax loss suffered by the Company; (vii) Any class action lawsuits (to the extent any such lawsuit covers conduct commencing prior to Company between January 1, 2000, and the Closing Date) alleging, in addition to any other claims, that the Business, the Company, the Stockholder or any Affiliates engaged in an anti-competitive agreement to eliminate online branded keyword search advertising or similar conduct; or (viii) Those matters set forth on Section 8.1(a)(viii) of the Company Disclosure Schedule. (b) No claim for indemnification may be made under Sections 8.1(a)(i), (ii), (iii) or (v) unless written notice, specifying in reasonable detail the nature of the claim, has been given to the Stockholder: (i) at any time prior to sixty (60) days after the expiration of the statute of limitations applicable to the underlying claim (or if there is no applicable statute of limitations, at any time until the date that is four (4) years after the Closing Date), with respect to any claim brought for a misrepresentation or breach of Sections 2.1 (Organization and Qualification; Authority), 2.2 (Authorization and Validity), 2.4 (Capitalization), 2.15 (Taxes), 2.18 (Brokers), 3.1 (Authorization and Validity) or 3.4 (Shares) (collectively, the “Fundamental Representations”) or with respect to any claim under Section 8.1(a)(v); (ii) at any time on or prior to the fifteen (15) month anniversary of the Closing Date, with respect to any claim brought for a misrepresentation or breach of any other representation or warranty; (iii) at any time on or prior to the expiration of the statute of limitations, with respect to any claim brought for a breach of any covenant required to be performed by the Stockholder or any Asset Seller following the Closing; (iv) at any time on or prior to the first (1st) anniversary of the Closing Date, with respect to any claim brought for a breach of any covenant required to be performed by the Company, the Stockholder or any Asset Seller prior to the Closing. (c) The right to indemnification with respect to any claim for which notice has been properly and timely given in accordance with Section 8.1(b) shall expire upon the final resolution of such claim. (d) To the extent permitted by Law, the Stockholder shall not be required to provide indemnification under Section 8.1(a)(i) unless and until the amount of the Losses for which a right of indemnification is provided, when aggregated with all other Losses for which a right of indemnification is provided under Section 8.1, exceeds $202,500 (the “Minimum Aggregate Liability Amount”), at which time indemnification for Losses may be asserted only to the extent such Losses exceed the Minimum Aggregate Liability Amount, up to $2,700,000 (the “Maximum Aggregate Liability Amount”). Notwithstanding the foregoing, no claim for indemnification under Section 8.1(a)(i) shall be asserted with respect to any matter or series of related matters unless and until the aggregate amount of Losses that would be payable with respect to such claim exceeds $25,000 (the “Mini-Basket”), and such Losses shall not be counted towards the Minimum Aggregate Liability Amount unless they exceed the Mini-Basket. The Stockholder will provide indemnification under Section 8.1(a)(viii) for 50% of each Loss for which a right of indemnification is provided, up to an aggregate of $25,000 for all such Losses. In addition, in no event shall the Stockholder have any Liability for indemnification of Losses under Sections 8.1(a)(ii), (iii) or (v) in excess of the proceeds actually received by the Stockholder pursuant to this Agreement; provided, however, this limitation shall not apply to any Taxes that the Stockholder is responsible for under Section 5.8(e)(ii).

Indemnification by the Stockholder. (a) Subject to Sections 8.1(b) through (d) Section 10.4 ---------------------------------- hereof, the Stockholder hereby covenants and 8.3 through 8.7agrees to indemnify and hold harmless the Purchaser and its successors and assigns, at all times from and after the Closing, the Stockholder shall indemnify Closing Date against and hold harmless Purchaser and its Affiliates, and their respective officers, directors, managers, employees, representatives and agents, from and against any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”), suffered or incurred by any such party, if and to the extent such Losses are suffered or incurred by reason of, or arising out of, any in respect of the following: (ia) The any liability, loss, damage, expense or other cost resulting from any misrepresentation, breach or failure of any representation or warranty or breach or non-fulfillment of any agreement or covenant on the part of either of the StockholderCompanies, the CompanyStockholder or Xx. Xxxxxx under this Agreement, or an Asset Seller contained from any inaccuracy or misrepresentation in this Agreement (or omission from the Company Disclosure Schedule, any certificate or other than any Fundamental Representation) instrument or document furnished or to be true and correct when made furnished by either of the Companies, the Stockholder or deemed made under the terms hereofXx. Xxxxxx hereunder; (iib) The breach any loss, damage, expense or failure other cost which arises out of any Fundamental Representation liabilities or obligations of either of the StockholderCompanies, the Company or an Asset Seller contained in this Agreement to be true and correct when made or deemed made under the terms hereof; (iii) The breach of any covenant or agreement of the Stockholder or any Asset Seller contained in this Agreement; Xx. Xxxxxx (ivincluding, without limitation, federal, state or local income and other taxes) The Excluded Assets, Excluded Liabilities, Company Indebtedness or any Transaction Expenses of the Company; (v) All Taxes (or the non-payment thereof) for which the Stockholder is responsible pursuant to Section 5.8; (vi) All Liabilities relating to the employment of employees by the Company; (vii) Any class action lawsuits (to the extent any such lawsuit covers conduct commencing incurred prior to the Closing Date) alleging(but only to the extent that such liabilities and obligations were not shown, provided for or reserved against in addition to any other claims, that the BusinessFinancial Statements, the Company, Estimated Balance Sheet or on the Stockholder or any Affiliates engaged in an anti-competitive agreement to eliminate online branded keyword search advertising or similar conduct; or (viii) Those matters set forth on Section 8.1(a)(viii) of the Company Stockholder's Disclosure Schedule. (b) No claim for indemnification may be made under Sections 8.1(a)(i), (ii), (iii) or (v) unless written notice, specifying in reasonable detail the nature of the claim, has been given to the Stockholder: (i) at any time prior to sixty (60) days after the expiration of the statute of limitations applicable to the underlying claim (or if there is no applicable statute of limitations, at any time until the date that is four (4) years after the Closing Date), with respect to any claim brought for a misrepresentation or breach of Sections 2.1 (Organization and Qualification; Authority), 2.2 (Authorization and Validity), 2.4 (Capitalization), 2.15 (Taxes), 2.18 (Brokers), 3.1 (Authorization and Validity) or 3.4 (Shares) (collectively, the “Fundamental Representations”) or with respect to any claim under Section 8.1(a)(v); (ii) at any time on or prior to the fifteen (15) month anniversary of the Closing Date, with respect to any claim brought for a misrepresentation or breach of any other representation or warranty; (iii) at any time on or prior to the expiration of the statute of limitations, with respect to any claim brought for a breach of any covenant required to be performed by the Stockholder or any Asset Seller following the Closing; (iv) at any time on or prior to the first (1st) anniversary of the Closing Date, with respect to any claim brought for a breach of any covenant required to be performed by the Company, the Stockholder or any Asset Seller prior to the Closing. (c) The right to indemnification with respect all claims, actions, suits, proceedings, demands, assessments, judgments, costs and expenses, including without limitation reasonable attorneys' fees and expenses, of any nature incident to any claim for which notice has been properly of the matters indemnified against pursuant to this Section 10.1, including, without limitation, all such costs and timely given expenses incurred in accordance with Section 8.1(b) shall expire upon the final resolution defense thereof or in the enforcement of such claim. (d) To any rights of the extent permitted by Law, Purchaser hereunder against the Stockholder shall not be required to provide indemnification under Section 8.1(a)(i) unless and until or the amount of the Losses for which a right of indemnification is provided, when aggregated with all other Losses for which a right of indemnification is provided under Section 8.1, exceeds $202,500 Companies. Any amounts covered by paragraphs (the “Minimum Aggregate Liability Amount”), at which time indemnification for Losses may be asserted only to the extent such Losses exceed the Minimum Aggregate Liability Amount, up to $2,700,000 (the “Maximum Aggregate Liability Amount”). Notwithstanding the foregoing, no claim for indemnification under Section 8.1(a)(i) shall be asserted with respect to any matter or series of related matters unless and until the aggregate amount of Losses that would be payable with respect to such claim exceeds $25,000 (the “Mini-Basket”), and such Losses shall not be counted towards the Minimum Aggregate Liability Amount unless they exceed the Mini-Basket. The Stockholder will provide indemnification under Section 8.1(a)(viii) for 50% of each Loss for which a right of indemnification is provided, up to an aggregate of $25,000 for all such Losses. In addition, in no event shall the Stockholder have any Liability for indemnification of Losses under Sections 8.1(a)(iia), (iiib) or (vc) in excess of the proceeds actually received by the Stockholder pursuant this Section 10.1 or Section 10.3 are hereinafter referred to this Agreement; provided, however, this limitation shall not apply to any Taxes that the Stockholder is responsible for under Section 5.8(e)(ii)as a "Loss."