Common use of Indemnification by the Stockholders Clause in Contracts

Indemnification by the Stockholders. From and after the completion of the Closing, subject to the terms, conditions and limitations set forth herein, each of the Stockholders, proportionately as set forth below (except with respect to breaches of the representations and warranties contained in Section 3.2, for which the Stockholders severally (and not jointly)), agrees to indemnify Purchaser and its Affiliates (and their respective officers and directors) of Purchaser (which shall specifically include the Company) (each a "Purchaser Indemnitee") against and hold them harmless from any and all Damages which may be asserted against, imposed upon or sustained by a Purchaser Indemnitee by reason of or arising out of the breach, default, inaccuracy or failure of any of the warranties, representations, covenants or agreements of the Company or the Stockholders contained in this Agreement or in any certificate or instrument required to be delivered pursuant hereto. Notwithstanding anything contained in this Agreement to the contrary; (i) the representations and warranties in Section 3.2 are made by each Stockholder only with respect to himself and not any other Stockholder; (ii) as to other indemnification obligations of the Stockholders, the liability of the Stockholders shall be proportionate (i.e., each Stockholder shall only be liable for one-third (1/3rd) thereof); and (iii) subject to the right of the Purchaser to recover fees from the Company, pursuant to Section 12.2 hereof, the Stockholders shall have no liability of any sort under this Agreement unless and until the Closing under this Agreement is actually consummated, (which post Closing liabilities shall be limited as set forth herein). The Purchaser shall be responsible for any and all reasonable legal and other costs and expenses paid or incurred by the Stockholders (or any of them) in enforcing the foregoing limitation on liability.

Indemnification by the Stockholders. From and after Following the completion of Effective Time, the ClosingStockholders agree, subject to the terms, conditions and limitations set forth herein, each of the Stockholders, proportionately as set forth below (except i) with respect to breaches of the representations and warranties contained set forth in Section 3.2Article V, for which the Stockholders severally (and but not jointly), and (ii) with respect to the representations and warranties set forth in Article VI, jointly and severally, to indemnify Acquiror, and each of Acquiror's respective officers, directors, employees, agents and representatives (collectively, the "Acquiror Indemnitees"), agrees to indemnify Purchaser and its Affiliates (and their respective officers and directors) of Purchaser (which shall specifically include the Company) (each a "Purchaser Indemnitee") against against, and hold them such Acquiror Indemnitees harmless from any and all Damages which may be asserted againstclaims, imposed upon or sustained by a Purchaser Indemnitee by reason obligations, losses, damages, costs, expenses (including without limitation, reasonable attorneys' fees and expenses) and other liabilities of or Acquiror (collectively, the "Losses") arising out of the breach, default, inaccuracy or failure breach of any of the warrantiesrepresentation, representationswarranty, covenants covenant or agreements agreement of the Company or the Stockholders contained in this Agreement herein, whether or in any certificate or instrument required to be delivered pursuant heretonot such Losses arise as a result of third party claims asserted against the Company. Notwithstanding anything contained in this Agreement the foregoing, the Stockholders shall not be liable to the contrary; Acquiror Indemnitees under this Section 7.5(a) until the aggregate of all such Losses exceeds One Million Dollars (i$1,000,000) (the representations and warranties "Stockholders's Threshold Amount"), in Section 3.2 are made by each Stockholder only with respect to himself and not any other Stockholder; (ii) as to other indemnification obligations of the Stockholders, the liability of which case the Stockholders shall be proportionate (i.e.required to indemnify the Acquiror Indemnitees for the full amount of such Losses, each Stockholder shall only be liable including the Stockholders's Threshold Amount. Notwithstanding the foregoing, no claim for one-third (1/3rd) thereof); and (iii) subject to the right of the Purchaser to recover fees from the Company, pursuant to Section 12.2 hereof, the Stockholders shall have no liability of any sort indemnification under this Agreement unless and until Section 7.5(a) may be made after the Closing under this Agreement is actually consummated, (which post Closing liabilities shall be limited as set forth herein). The Purchaser shall be responsible for any and all reasonable legal and other costs and expenses paid or incurred by the Stockholders (or any of them) in enforcing the foregoing limitation on liabilityEscrow Period.

Indemnification by the Stockholders. From and after the completion of the Closing, subject (a) Subject to the termsprovisions of this Article VIII, conditions and limitations set forth herein, each of the Stockholders, proportionately as set forth below jointly and severally, shall indemnify, defend and hold harmless Purchaser, Purchaser’s parent, subsidiaries and other affiliates (except with respect to breaches of other than the representations and warranties contained in Section 3.2, for which the Stockholders severally (and not jointly)), agrees to indemnify Purchaser and its Affiliates (Company) and their respective officers officers, directors, employees, agents and directors) of Purchaser (which shall specifically include the Company) (each a "Purchaser Indemnitee") representatives from, against and hold them harmless from in respect of any and all Damages which may be asserted againstdamages, imposed upon losses, charges, claims, penalties, liabilities, demands, actions, suits, costs and expenses (including, without limitation, all fines, interest, amounts paid in settlement and reasonable legal fees and expenses) (collectively, the “Claims”), that arise from or sustained relate or are attributable to (i) any breach by a Purchaser Indemnitee by reason of or arising out of the breach, default, inaccuracy or failure of any of the warranties, representations, covenants or agreements of the Company or the Stockholders contained of any representation or warranty made by the Company and the Stockholders, in each case, under Article IV hereof, (ii) any breach of any covenant or agreement on the part of the Company or any of the Stockholders set forth in this Agreement, (iii) any liability or obligation to brokers retained by the Company in connection with the transactions contemplated by this Agreement or in (iv) any certificate liability or instrument required obligation to be delivered pursuant hereto. Notwithstanding anything contained in this Agreement Stockholders or the former stockholders of the Company listed on Schedule 2.02 relating to the contrary; distribution of the Purchase Price by the Stockholder Representatives. (b) Notwithstanding the foregoing, no Stockholder shall have any liability to indemnify any Indemnitee on account of any Claim or series of related Claims pursuant to clauses (i) the representations and warranties in Section 3.2 are made by each Stockholder only with respect to himself and not any other Stockholder; (ii) of Section 8.02(a) (other than representations made under Sections 4.02 (Capitalization of Company and Title to Shares), as to other indemnification obligations of which the Stockholdersthreshold amount set forth in this Section 8.02(b) shall not apply) unless and until, and only to the extent that, the aggregate liability of the Stockholders shall be proportionate in respect of such Claims, when aggregated with the liability in respect of all such other Claims made pursuant to clauses (i.e., each Stockholder shall only be liable for one-third (1/3rdi) thereof); and (iiiii) subject of Section 8.02(a), amounts to the right of the Purchaser to recover fees from the Companymore than $1,000,000, pursuant to Section 12.2 hereof, whereupon the Stockholders shall have no be liable to pay such amounts due pursuant to clauses (i) and (ii) of Section 8.02(a) only in excess thereof. (c) The maximum aggregate liability of any sort under this Agreement unless and until the Closing under this Agreement is actually consummated, (which post Closing liabilities shall be limited as set forth herein). The Purchaser shall be responsible Stockholders for any and all reasonable legal Claims under clauses (i) and (ii) of Section 8.02(a) shall not exceed $15,000,000 in the aggregate (the “Cap”); provided that the maximum aggregate liability of each individual Stockholder for any and all Claims under clauses (i) and (ii) of Section 8.02(a) (other representations made under Sections 4.02 (Capitalization of Company and Title to Shares), as to which the limitation set forth in this Section 8.02(c) shall not apply) shall not exceed the product of the Cap multiplied by such Stockholders’ percentage interest in the Company set forth in Schedule 8.02 hereto. (d) In addition to the foregoing, the Stockholders, jointly and severally, shall indemnify, defend and hold harmless Purchaser, Purchaser’s parent, subsidiaries and other costs affiliates (other than the Company) from and expenses paid against any and all Claims incurred in connection with or incurred by arising out of (a) any Taxes of any of the Stockholders Company with respect to any Tax period or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date, to the extent allocable (as determined in the following sentence) to the portion of such period beginning before and ending on the Closing Date), and (b) the unpaid Taxes of any Person (other than the Company) under Treasury regulation Section 1.1502-6 (or any similar provision of themstate, local or foreign law), as a transferee or successor, by contract, or otherwise. For purposes of the preceding sentence, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (x) in enforcing the foregoing limitation case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on liabilitythe Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount which would be payable if the relevant Tax period ended on the Closing Date. (e) In addition to any other rights Purchaser may have, Purchaser shall be permitted to set off against any payments to be made by Purchaser under this Agreement or the Stockholders Agreement any indemnification payments that the Stockholders are obligated to pay to Purchaser pursuant to any final adjudication of any claims hereunder by a court of competent jurisdiction.

Indemnification by the Stockholders. From and after the completion Each of the Closing, subject Stockholders agrees subsequent to the termsClosing to indemnify and hold the Surviving Corporation, conditions Buyer and limitations set forth hereintheir respective subsidiaries and affiliates and persons serving as officers, each directors, partners or employees thereof (individually a "Buyer Indemnified Party" and collectively the "Buyer Indemnified Parties") harmless from and against any damages (including, without limitation, diminution in value), liabilities, 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 all amounts paid in the investigation, defense or settlement of the Stockholders, proportionately as set forth below foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following matters: (except a) fraud or intentional misrepresentation by the Company or the Stockholders with respect to breaches any of their representations or warranties under this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto or any breach of the representations and warranties contained in Section 3.2, for which the Stockholders severally Sections 2.3 and 2.5; (and not jointly)), agrees to indemnify Purchaser and its Affiliates (and their respective officers and directorsb) of Purchaser (which shall specifically include the Company) (each a "Purchaser Indemnitee") against and hold them harmless from any and all Damages which may be asserted against, imposed upon or sustained by a Purchaser Indemnitee by reason of or arising out of the breach, default, inaccuracy or failure breach of any of the warrantiescovenant, representationsrepresentation, covenants or agreements warranty of the Company or the Stockholders contained in under this Agreement or in any certificate certificate, schedule or instrument required to be exhibit delivered pursuant hereto. Notwithstanding anything contained in this Agreement to the contrary; , or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing constituting a breach of such representations, warranties or covenants; (ic) the representations and warranties in Section 3.2 are made by each Stockholder only with respect to himself and not any other Stockholder; (ii) as to other indemnification obligations of the Stockholders, the liability of the Stockholders shall be proportionate (i.e., each Stockholder shall only be liable Company for one-third (1/3rd) thereof); and (iii) subject Taxes arising from an event or transaction prior to the right Closing or as a result of the Purchaser to recover fees from Closing which have not been paid or provided for or reserved against by the Company, pursuant including without limitation, any increase in Taxes due to Section 12.2 hereof, the unavailability of any loss or deduction claimed by the Company; (d) any liability for the Company Finder's Fees; and (e) any breach of the covenants of the Stockholders shall have no liability of any sort under this Agreement unless and until the Closing under this Agreement is actually consummatedSections 6.4, (which post Closing liabilities shall be limited as set forth herein). The Purchaser shall be responsible for any and all reasonable legal and other costs and expenses paid 6.5 or incurred by the Stockholders (or any of them) in enforcing the foregoing limitation on liability8.1 hereof.

Indemnification by the Stockholders. From (a) Subject to the applicable provisions and limitations of this Article XI, after the completion of the Closing, the Stockholders shall severally, in accordance with their Pro Rata Share, and not jointly (subject to the termsproviso in Section 11.2(a)(i)), conditions indemnify Parent and limitations set forth hereineach of its Affiliates (including the Surviving Corporation) and their respective directors, officers, equityholders, partners, members, managers, employees, agents, consultants and advisors, the representatives and Affiliates of each of the Stockholdersforegoing Persons and the heirs, proportionately executors, administrators, successors and permitted assigns of each of the foregoing Persons (each, a “Parent Indemnified Party”) against any Losses which any Parent Indemnified Party suffers as a result of, arising out of, relating to or caused by (in each case, whether as a direct claim or a third party claim): (i) any breach of, or inaccuracy in, any representation or warranty set forth below (except in Article V, in any certificate delivered pursuant to Section 4.1(j) or in any other Related Document; provided, that, each Stockholder indemnifies the Parent Indemnified Parties individually with respect to breaches any breach of any representation or warranty of a Stockholder as to himself, herself or itself contained in this Agreement, in any certificate delivered pursuant to Section 4.1(j) or in any other Related Document; (ii) any breach by the Seller Representative, of any covenant or agreement of the representations and warranties contained in Section 3.2, for which the Stockholders severally (and not jointly)), agrees to indemnify Purchaser and its Affiliates (and their respective officers and directors) of Purchaser (which shall specifically include the Company) (each a "Purchaser Indemnitee") against and hold them harmless from any and all Damages which may be asserted against, imposed upon or sustained by a Purchaser Indemnitee by reason of or arising out of the breach, default, inaccuracy or failure of any of the warranties, representations, covenants or agreements of the Company or the Stockholders Seller Representative contained in this Agreement or in and any certificate or instrument required to be delivered pursuant hereto. other Related Document that contemplates performance after the Closing; and (iii) any of the matters set forth on Schedule 11.2(a)(iii). (b) Notwithstanding anything contained any other provision in this Agreement to the contrary; contrary (i) the representations and warranties in Section 3.2 are made by each Stockholder only with respect to himself and not any other Stockholder; (ii) as to other indemnification obligations of the Stockholders, the liability of the Stockholders shall be proportionate (i.e., each Stockholder shall only be liable for one-third (1/3rd) thereof); and (iii) but subject to the right of the Purchaser to recover fees from the Company, pursuant to Section 12.2 hereofother applicable limitations on indemnification recovery set forth in this Article XI), the Stockholders shall have no liability under Section 11.2(a)(i) unless the aggregate of all Losses relating thereto for which the Stockholders would be liable but for this Section 11.2(b) exceeds, on a cumulative basis, $337,500 (the “Deductible”), and then only to the extent such Losses exceed the Deductible, up to the Cap; provided, however, that the Deductible shall not apply to Losses arising out of any sort breach of or inaccuracy in any Fundamental Representation. As used herein, the “Cap” for Losses for claims made under Section 11.2(a)(i) that result from, arise out of, relate to or are caused by a breach of or inaccuracy in any representation or warranty regarding the Company or any Company Subsidiary contained in this Agreement, in any certificate delivered pursuant to Section 4.1(j) or in any other Related Document (i) other than in respect of any Fundamental Representation, is an amount equal to the Indemnity Escrow Amount, (ii) in respect of a Fundamental Representation, is an amount equal to the Equity Value and (iii) will not apply for claims based upon Fraud. (c) Notwithstanding any other provision in this Agreement unless and until to the Closing contrary (but subject to the other applicable limitations on indemnification recovery set forth in this Article XI), the Stockholders shall have no liability under Section 11.2(a)(iii) in excess of the Special Indemnity Escrow Amount. (d) Notwithstanding any other provision in this Agreement is actually consummated, to the contrary (which post Closing liabilities shall be limited as but subject to the other applicable limitations on indemnification recovery set forth hereinin this Article XI). The Purchaser shall be responsible for any and all reasonable legal and other costs and expenses paid or incurred by , the aggregate liability of the Stockholders (or in satisfaction of claims for indemnification with respect to Losses shall not exceed the Equity Value and no individual Stockholder shall have any liability in excess of them) in enforcing the foregoing limitation on liabilityactual Pro Rata Share of the Aggregate Equity Consideration received by such Stockholder.

Indemnification by the Stockholders. From (a) Each Stockholder shall, jointly and severally, but solely through the Escrow Amount, indemnify, hold harmless and defend (i) Buyer and its directors, officers, stockholders, employees, agents and successors and assigns, and, from and after the completion Closing, and also (ii) the Company, and those persons who, following the Closing Date, are the Company's officers, directors, agents and successors and assigns, except if those persons were Stockholders (collectively, all of the Closingforegoing, subject to the terms"indemnified parties" or, conditions individually, an "indemnified party"), from and limitations set forth hereinagainst any and all "Damages" (as hereinafter defined) that arise from or are in connection with: (i) Except as provided in Section 14.1(b) hereof, each of the Stockholdersany breach of, proportionately as set forth below (except with respect to breaches or inaccuracy in, any of the representations and or warranties contained in Section 3.2, for which the Stockholders severally (and not jointly)), agrees to indemnify Purchaser and its Affiliates (and their respective officers and directors) of Purchaser (which shall specifically include the Company) (each a "Purchaser Indemnitee") against and hold them harmless from any and all Damages which may be asserted against, imposed upon or sustained by a Purchaser Indemnitee by reason of or arising out of the breach, default, inaccuracy or failure of any of the warranties, representations, covenants or agreements of the Company or and/or the Stockholders contained in this Agreement or in the Disclosure Schedule or any certificate certificates delivered hereunder, subject to the expiration periods set forth below; or (ii) Any breach or instrument required to be delivered pursuant hereto. Notwithstanding anything default by the Company and/or the Stockholders of their covenants or agreements contained in this Agreement to the contrary; (i) the representations and warranties in Section 3.2 are made by each Stockholder only with respect to himself and not Agreement. Notwithstanding any other Stockholder; (ii) as to other indemnification obligations provision of the Stockholdersthis Agreement or of this Section 14, the maximum liability of the Stockholders shall be proportionate (i.e.with respect to Damages claims under Section 14.1(a) is the remaining balance held by the Escrow Agent in the Escrow Account, each Stockholder shall only be liable for one-third (1/3rd) thereofexcept with respect to fraud as provided by Section 14.1(b)(ii); and (iii) subject to the right of the Purchaser to recover fees from the Company, pursuant to which there shall be no maximum liability with respect to Damages claims under Section 12.2 14.1(a). (b) Each Stockholder, severally and not jointly, shall indemnify, hold harmless and defend Buyer and each of the other indemnified parties named in Section 14.1(a) hereof, the Stockholders shall have no liability of any sort under this Agreement unless from and until the Closing under this Agreement is actually consummated, (which post Closing liabilities shall be limited as set forth herein). The Purchaser shall be responsible for against any and all reasonable legal Damages that arise from or in connection with: (i) any breach or inaccuracy in any of such Stockholder's representations or warranties contained in Section 5 hereof or in any Disclosure Schedule or Closing certificate relating to any such representations or warranties of such Stockholder, or (ii) such Stockholders personal participation in fraud related to the any of the representations and obligations established in this Agreement; however, in connection with any cause of action based on fraud involving Company management, in determining whether a Stockholder's activities may have constituted fraud the Stockholder will have the right to rely upon representations of Company management, stated in Section 6.22, without investigation and any action taken or representation made in reliance upon a person identified in Section 6.22 is not and cannot be fraudulent. Notwithstanding any other costs and expenses paid provision of this Agreement or incurred of this Section 14, the maximum liability of a Stockholder with respect to Damages claims under Section 14.1(b)(i) is the Stockholder's pro-rata share (based on the allocation set forth on Schedule 1) of the remaining balance held by the Stockholders (or any of them) Escrow Agent in enforcing the foregoing limitation on liabilityEscrow Account, except with respect to fraud as provided by Section 14.1(b)(ii), pursuant to which there shall be no maximum liability with respect to Damages claims under Section 14.1(b).

Indemnification by the Stockholders. From Subject to Section 5.5(c), and after the completion of the Closing, subject to the terms, conditions and limitations set forth hereinSuperior's duty under applicable law to mitigate damages, each of the StockholdersStockholders shall severally (in accordance with their respective Pro Rata Percentages) indemnify, proportionately as set forth below defend and hold Superior and the Surviving Corporation, and each of their directors, officers, employees and agents (except with respect to breaches collectively, the "ACQUIRING PARTIES") harmless, from and against the entirety of any Adverse Consequences any of the Acquiring Parties may suffer, sustain or become subject to, through and after the date of the claim for indemnification, including any Adverse Consequences any of the Acquiring Parties may suffer after the end of any applicable Survival Period, resulting from, arising out of, relating to, in the nature of, or caused by: (i) any breach or inaccuracy of any representation or warranty of the Stockholders or the Company in this Agreement or in the 42 47 schedules or certificates delivered by them in connection herewith (other than the representations and warranties contained set forth in Section 3.2, for which 3.1 of this Agreement (the Stockholders severally (and not jointly"STOCKHOLDER INDIVIDUAL REPRESENTATIONS")), agrees (ii) any nonfulfillment or breach of any covenant or agreement on the part of the Stockholders or the Company set forth in this Agreement, (iii) without limiting the generality of the foregoing, any claim by any Person asserting any ownership interest in or rights to indemnify Purchaser and its Affiliates (and their respective officers and directorsacquire any capital stock of the Company, to the extent such ownership interest or rights are not set forth on Section 3.2(d) of Purchaser the Chi Disclosure Schedule, (which shall specifically include iv) without limiting the generality of Section 5.5(b)(i) and regardless of whether the matter is disclosed on the Chi Disclosure Schedule, any Tax Liabilities arising out of the operation of the business of the Company prior to the Effective Time, to the extent not accrued on the Latest Balance Sheet or to the extent not attributable to the operations of the Company in the Ordinary Course of Business from the date of the Latest Balance Sheet through the Effective Date and not accrued in accordance with GAAP on the Company's books, evidence of which has been provided to Superior in form and substance reasonably acceptable to Superior, (v) (each a "Purchaser Indemnitee") against and hold them harmless from without limiting the generality of Section 5.5(b)(i), any and all Damages which may be asserted againstLiability payable to any employee of the Company arising out of such employee's employment with the Company prior to his or her termination, imposed upon or sustained by a Purchaser Indemnitee by reason any Liability existing under any Plan of the Company prior to the termination of such Plan or arising out of such Plan as a result of the breachtermination of such employee by the Company in connection with the transactions contemplated hereby, defaultor any Liability to such employee under any existing agreement or understanding between the Company or any Principal Shareholder and such employee, inaccuracy in each case to the extent such Liabilities are not (A) accrued on the Latest Balance Sheet or failure (B) remuneration (i.e. compensation, accrued vacation time and other benefits) accrued by the Company in the Ordinary Course of Business from the date of the Latest Balance Sheet through the Effective Date and accrued in accordance with GAAP on the Company's books, in form and substance reasonably acceptable to Superior, or (C) amounts, if any, constituting severance, deferred compensation or similar payments under the settlement agreement described in Section 4.2(r) or (D) Superior Common issued in cancellation of the Company Equity Rights, or (vi) the costs and expense of defending any action, demand or claim by any third-party against or affecting any of the Acquiring Parties which, if true or successful, would give rise to a breach of any of the warranties, representations, warranties or covenants or agreements of the Company or the Stockholders contained in this Agreement Stockholders, even if such action, demand or in any certificate or instrument required claim ultimately proves to be delivered pursuant heretountrue or unfounded. Notwithstanding anything contained in this Agreement Subject to the contrary; (i) the representations and warranties in Section 3.2 are made by each Stockholder only with respect to himself and not any other Stockholder; (ii) as to other indemnification obligations of the Stockholders, the liability of the Stockholders shall be proportionate (i.e.5.5(c), each Stockholder shall only be liable for one-third shall, severally (1/3rdin accordance with their respective Pro Rata Percentages) thereof); and (iii) subject to not jointly, indemnify, defend and hold the right Acquiring Parties harmless, from and against the entirety of any Adverse Consequences any of the Purchaser to recover fees from Acquiring Parties may suffer, sustain or become subject to, through and after the Companydate of the claim for indemnification, pursuant to Section 12.2 hereof, including any Adverse Consequences any of the Stockholders shall have no liability Acquiring Parties may suffer after the end of any sort applicable Survival Period, resulting from, arising out of, relating to, in the nature of, or caused by any breach or inaccuracy of any of the Stockholder Individual Representations made by such Stockholder or any covenants made by such Stockholder in this Agreement. All Adverse Consequences for which the Acquiring Parties are entitled to seek indemnification under this Agreement unless and until are referred to herein as "SUPERIOR INDEMNIFIABLE LOSSES." To the Closing under this Agreement is actually consummatedextent a Stockholder holds sufficient Superior Common, (which post Closing liabilities such Stockholder's obligation to indemnify the Acquiring Parties shall be limited as set forth herein). The Purchaser shall be responsible for any and all reasonable legal and other costs and expenses paid or incurred satisfied by such Stockholder transferring to the Stockholders (or any of them) in enforcing the foregoing limitation on liability.Acquiring Parties

Indemnification by the Stockholders. From Subject to the limitations set forth in this Article 9, from and after the completion Effective Time, (a) the Stockholder Participants, severally but not jointly, in accordance with each Stockholder Participant’s Indemnification Share as of the Closingtime indemnification is sought, subject agree by delivery of a duly executed Letter of Transmittal to indemnify the termsBuyer Indemnified Persons against, conditions and limitations set forth herein, to hold each of the Stockholders, proportionately as set forth below (except with respect to breaches of the representations and warranties contained in Section 3.2, for which the Stockholders severally (and not jointly)), agrees to indemnify Purchaser and its Affiliates (and their respective officers and directors) of Purchaser (which shall specifically include the Company) (each a "Purchaser Indemnitee") against and hold them harmless from any and all Damages which may be asserted against, imposed upon or sustained by a Purchaser Indemnitee by reason of or arising out of the breach, default, inaccuracy or failure of any of the warranties, representations, covenants or agreements of the Company or the Stockholders contained in this Agreement or in any certificate or instrument required to be delivered pursuant hereto. Notwithstanding anything contained in this Agreement to the contrary; (i) the representations and warranties in Section 3.2 are made by each Stockholder only with respect to himself and not any other Stockholder; (ii) as to other indemnification obligations of the Stockholders, the liability of the Stockholders shall be proportionate (i.e., each Stockholder shall only be liable for one-third (1/3rd) thereof); and (iii) subject to the right of the Purchaser to recover fees from the Company, pursuant to Section 12.2 hereof, the Stockholders shall have no liability of any sort under this Agreement unless and until the Closing under this Agreement is extent actually consummated, (which post Closing liabilities shall be limited as set forth herein). The Purchaser shall be responsible for any and all reasonable legal and other costs and expenses paid suffered or incurred by the Stockholders Buyer Indemnified Persons and arising out of (i) any breach of the Fundamental Representations or (ii) any Appraisal Payment, and (b) each Stockholder Participant, individually, with respect to the representations, warranties, covenants and agreements in or pursuant to his, her or its own Letter of Transmittal only, agrees to indemnify the Buyer Indemnified Persons against, and to hold each of them harmless from any and all Damages to the extent actually suffered or incurred by the Buyer Indemnified Persons and arising out of any of themsuch Stockholder Participant’s own Letter of Transmittal Breaches; provided that in no event shall (A) any Stockholder Participant be required to make any payment pursuant to this Section 9.03 in enforcing respect of any breach of the foregoing limitation on liabilityFundamental Representations unless all of the funds in the Indemnity Escrow Account have been released (it being understood and agreed that the Buyer Indemnified Persons shall have the option, in their discretion, to seek payment pursuant to this Section 9.03 in respect of Appraisal Payments or Letter of Transmittal Breaches directly from the Holders or from the Indemnity Escrow Account, without regard to whether all of the funds in the Indemnity Escrow Account have been released) or (B) any Stockholder Participant be directly liable for Damages pursuant to this Section 9.03 in excess of such Stockholder Participant’s Indemnification Share or the aggregate amount of Per Share Merger Consideration actually received by such Stockholder Participant to date.

Indemnification by the Stockholders. From and after the completion of the Closing, subject (a) Subject to the terms, conditions and limitations set forth herein, the Stockholders (each a “Stockholder Indemnitor”, and collectively the “Stockholder Indemnitors”) shall, severally and not jointly, in accordance with their Pro Rata Amount, indemnify and defend Parent, Merger Sub and their respective Affiliates and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Parent Indemnitees”) against, and shall hold them harmless from, any and all losses, damages, claims (including third party claims), charges, Liabilities, actions, suits, proceedings, interest, penalties, Taxes, costs and expenses (including reasonable legal, consultant, accounting and other professional fees, costs of sampling, testing, investigation, removal, treatment and remediation of contamination and reasonable fees and costs incurred in enforcing rights under this Agreement)(collectively, “Parent Losses”) actually incurred by any Parent Indemnitee that result from, arise out of, or in connection with, or otherwise with respect to: (i) any inaccuracy or breach of any representation or warranty made by the Company in Article III of this Agreement; (ii) any breach by the Company of any covenant or agreement contained in this Agreement; (iii) any fraud or willful misconduct by the Company with respect to this Agreement; (iv) any Proceeding that is brought by or on behalf of a Stockholder in his/her/its capacity as a holder of the StockholdersCompany’s capital stock, proportionately other than any action brought to enforce a Stockholder’s rights under this Agreement or any Ancillary Agreement; (v) any Dissenting Share Payments; (vi) any inaccuracy in the Net Cash as of the Effective Time, where the actual Net Cash as of Closing is less than the Net Cash as set forth below in the Net Cash Closing Certificate; (except with respect to breaches of the representations and warranties contained vii) any inaccuracy in Section 3.2, for which the Stockholders severally (and not jointly)), agrees to indemnify Purchaser and its Affiliates (and their respective officers and directors) of Purchaser (which shall specifically include the Company) (each a "Purchaser Indemnitee") against and hold them harmless from any and all Damages which may be asserted against, imposed upon or sustained by a Purchaser Indemnitee by reason of or arising out of the breach, default, inaccuracy or failure of to calculate correctly the amounts set forth in the Distribution Schedule; and (viii) any of the warranties, representations, covenants or agreements of the Company or the Stockholders contained matters set forth in this Agreement or in any certificate or instrument required to be delivered pursuant hereto. Notwithstanding anything contained in this Agreement to the contrary; Schedule 9.2(a)(viii). (ib) the representations and warranties in Section 3.2 are made by each The Stockholder only with respect to himself and Indemnitors shall not any other Stockholder; (ii) as to other indemnification obligations of the Stockholders, the liability of the Stockholders shall be proportionate (i.e., each Stockholder shall only be liable for one-third (1/3rd) thereof); and (iii) subject to the right of the Purchaser to recover fees from the Company, any Parent Losses pursuant to Section 12.2 hereof9.2(a)(i) (other than Parent Losses related to the Tax Representations, the Stockholders shall have no liability of any sort under this Agreement Authority Representations or Capitalization Representations) unless and until the Closing under this Agreement is actually consummated, (which post Closing liabilities shall be limited as set forth herein). The Purchaser shall be responsible for any and aggregate amount of all reasonable legal and other costs and expenses paid or Parent Losses incurred by the Stockholders Parent Indemnitees under Section 9.2(a)(i) (other than Parent Losses related to the Tax Representations, Authority Representations or Capitalization Representations) exceeds $ *** , in which event the Parent Indemnitees will have the right to be indemnified for all Parent Losses from the first dollar (the “Basket Amount”). (c) The cumulative indemnification obligation of the Stockholder Indemnitors: (i) under Section 9.2(a)(i) (other than breaches of the Tax Representations, Authority Representations and Capitalization Representations) shall in no event exceed *** ; and *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (ii) under (A) Section 9.2(a)(i) (solely with respect to breach of the Tax Representations, Authority Representations and Capitalization Representations) or (B) any of them) Sections 9.2(a)(ii)-(viii), shall in enforcing the foregoing limitation on liabilityno event exceed ***.

Indemnification by the Stockholders. From (a) The Stockholders hereby jointly and after severally agree to indemnify Buyer and its respective successors, affiliates, officers, directors, employees, agents and shareholders (collectively, the completion of the Closing, subject to the terms, conditions and limitations set forth herein, each of the Stockholders, proportionately as set forth below (except with respect to breaches of the representations and warranties contained in Section 3.2, for which the Stockholders severally (and not jointly)"Buyer Indemnified Parties"), agrees to indemnify Purchaser and its Affiliates (and their respective officers and directors) of Purchaser (which shall specifically include the Company) (each a "Purchaser Indemnitee") against and hold them harmless from against any fine, penalty, claim, loss, liability, deficiency, damage, amount paid in settlement, expense or cost (including all costs of investigation, defense, legal fees and all Damages which may be asserted againstexpenses), imposed upon whether or sustained by a Purchaser Indemnitee by reason of not actually incurred or arising out paid prior to the expiration of the breachindemnification obligation of the Stockholders hereunder (collectively, default"Losses"), inaccuracy or failure of which any of the warrantiesBuyer Indemnified Parties may suffer, representationssustain or become subject to, covenants or agreements as a result of: (i) any misrepresentation in any of the Company representations or any breach of the warranties contained in Article III of this Agreement or in the Disclosure Letter, schedules or certificates delivered or to be delivered by or on behalf of the Stockholders pursuant to the terms of this Agreement, without giving effect to any qualifications as to materiality contained in such representations and warranties; (ii) any breach of, or failure to perform, any agreement or covenant of the Stockholders contained in this Agreement or (other than a breach by a Stockholder of any provision contained in Article VII); (iii) any certificate or instrument Transaction Costs not set forth on Section 3.37 of the Disclosure Letter; or (iv) any transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Escrow Agreement and the transactions contemplated hereby and thereby that are required to be delivered pursuant hereto. Notwithstanding anything contained in this Agreement to the contrary; (i) the representations and warranties in Section 3.2 are made by each Stockholder only with respect to himself and not any other Stockholder; (ii) as to other indemnification obligations of the Stockholders, the liability of the Stockholders shall be proportionate (i.e., each Stockholder shall only be liable for one-third (1/3rd) thereof); and (iii) subject to the right of the Purchaser to recover fees from the Company, pursuant to Section 12.2 hereof, the Stockholders shall have no liability of any sort under this Agreement unless and until the Closing under this Agreement is actually consummated, (which post Closing liabilities shall be limited as set forth herein). The Purchaser shall be responsible for any and all reasonable legal and other costs and expenses paid or incurred by the Stockholders ((i) - (iv) collectively, "Buyer Losses"). (b) Once the occurrence of a breach of any representations or any of them) in enforcing warranties has been established, Losses shall be calculated without regard to whether such breach caused a material adverse effect on the foregoing limitation on liabilityCompany.

Indemnification by the Stockholders. From and after the completion Each of the Closing, subject to the terms, conditions Stockholders shall jointly and limitations set forth herein, severally indemnify and hold harmless Veeco and each of its respective agents, representatives, employees, officers, directors, stockholders, controlling persons and Affiliates (collectively, the Stockholders"VEECO INDEMNITEES"), proportionately as set forth below and shall reimburse the Veeco Indemnitees for, any loss, liability, claim, damage, expense (except including, but not limited to, costs of investigation and defense and reasonable attorneys' fees), whether or not involving a third-party claim (collectively, "DAMAGES") arising from or in connection with respect to breaches (a) any inaccuracy in any of the representations and warranties contained in Section 3.2, for which the Stockholders severally (and not jointly)), agrees to indemnify Purchaser and its Affiliates (and their respective officers and directors) of Purchaser (which shall specifically include the Company) (each a "Purchaser Indemnitee") against and hold them harmless from any and all Damages which may be asserted against, imposed upon or sustained by a Purchaser Indemnitee by reason of or arising out of the breach, default, inaccuracy or failure of any of the warranties, representations, covenants Stockholder or agreements of the Company or the Stockholders contained in this Merger Agreement or in any certificate or instrument other document required to be delivered by any Stockholder or the Company pursuant hereto. Notwithstanding anything contained to this Merger Agreement or referred to in this Merger Agreement or in any such other certificate or document, (b) any failure of any Stockholder or the Company to the contrary; perform or comply with any agreement to be performed or complied with by it in this Merger Agreement, (ic) the representations and warranties any claim by any Person for brokerage or finder's fees or similar payments in Section 3.2 are made by each Stockholder only connection with respect to himself and not any other Stockholder; (ii) as to other indemnification obligations of the Stockholderstransactions contemplated hereunder as the result of brokers, the liability of the Stockholders shall be proportionate (i.e., each finders or investment bankers retained by any Stockholder shall only be liable for one-third (1/3rd) thereof); and (iii) subject to the right of the Purchaser to recover fees from or the Company, pursuant to Section 12.2 hereof(d) any claim by any direct or indirect holder or former holder of capital stock or warrants or other securities of the Company, or (e) Veeco's enforcement of the indemnification provisions contained herein. Notwithstanding the foregoing, the Company and the indemnifying Stockholders shall have no liability to Veeco under clause (a) or (b) of any sort under this Agreement unless and Section 8.02 until the Closing aggregate amount of all Damages under such clauses exceeds $500,000 and then only for all such Damages in excess of such amount. Notwithstanding the foregoing, the maximum liability of the Stockholders pursuant to this Agreement is actually consummated, Section 8.02 shall not exceed in the aggregate the product of 563,372 Veeco Shares multiplied by the average of the closing bid prices on NASDAQ for one (which post Closing liabilities shall be limited as 1) Veeco Share for the twenty (20) most recent days that Veeco Shares have traded ending on the trading day immediately prior to the Effective Time; provided that the limitations set forth herein). The Purchaser in this Section 8.02 shall be responsible for not apply to any and all reasonable legal and other costs and expenses paid or incurred by Stockholder to the Stockholders (or any extent of them) in enforcing Damages arising from fraud on the foregoing limitation on liabilitypart of such Stockholder.

Indemnification by the Stockholders. From Subject to the limitations and after procedures set forth in this Section 14 and in Section 15.3, each Stockholder, severally to the completion extent of such Stockholder's percentage ownership of BBH as of the Closing, subject to the terms, conditions and limitations set forth herein, each of the Stockholders, proportionately Closing Date as set forth below in the Equity Percentage Letter (except or in accordance with respect to breaches of Schedule 1 hereto if the representations and warranties contained in Section 3.2Equity Percentage Letter is not delivered), for which the Stockholders severally (and not jointly), shall indemnify and hold harmless Citadel and its stockholders, officers, directors and employees from and against all losses, claims, demands, damages, liabilities, obligations, costs and/or expenses, including without limitation reasonable fees and disbursements of counsel (hereinafter referred to collectively as "Damages"), agrees which are sustained or incurred by Citadel, to indemnify Purchaser and its Affiliates (and their respective officers and directors) of Purchaser (which shall specifically include the Company) (each a "Purchaser Indemnitee") against and hold them harmless from any and all extent that such Damages which may be asserted against, imposed upon are sustained or sustained by a Purchaser Indemnitee incurred by reason of or arising out of (a) the breach, default, inaccuracy or failure breach of any of the warrantiesobligations or covenants of BBH or such Stockholder in this Agreement, representations, covenants or agreements (b) the breach of any of the Company representations or the Stockholders contained warranties made by BBH or such Stockholder in this Agreement Agreement, (c) any inaccuracy in the Closing Certificate or any other document delivered by BBH or such Stockholder at the Closing pursuant to this Agreement, (d) the matters set forth in any certificate or instrument required to be delivered pursuant hereto. Notwithstanding anything contained in this Agreement to the contrary; Section 3.22 of Company's Disclosure Schedule, net of (i) the representations insurance proceeds actually received by Citadel and warranties in Section 3.2 are made (ii) amounts actually received by each Stockholder only Citadel from escrow, with respect to himself and not any other Stockholder; such matters, or (iie) as to other indemnification obligations of the Stockholders, the liability of the Stockholders shall be proportionate (i.e., each Stockholder shall only be liable for one-third (1/3rd) thereof); and (iii) subject to the right of the Purchaser to recover fees from the Company, pursuant to Section 12.2 hereof, the Stockholders shall have no liability of any sort under this Agreement unless and until the Closing under this Agreement is actually consummated, (which post Closing liabilities shall be limited as item no. 3 set forth herein). The Purchaser shall be responsible for any and all reasonable legal and other costs and expenses paid or incurred by the Stockholders (or any in Section 3.25 of them) in enforcing the foregoing limitation on liability.Company's Disclosure

Indemnification by the Stockholders. From and after the completion of the Closing, subject to the terms, conditions and limitations set forth herein, each of the The Stockholders, proportionately as set forth below (except jointly and severally, hereby covenant and agree with respect to breaches of AdStar and Newco that they shall reimburse and indemnify AdStar and the representations and warranties contained in Section 3.2, for which the Stockholders severally (and not jointly)), agrees to indemnify Purchaser and its Affiliates (Surviving Corporation and their respective officers successors and directors) of Purchaser assigns (which shall specifically include the Company) (each a individually an "Purchaser IndemniteeIndemnified Party") against and hold them harmless from from, against and in respect of any and all Damages which may be asserted againstcosts, imposed upon or sustained losses, claims, liabilities, fines, penalties, damages and expenses (including reasonable fees and disbursements of counsel) incurred by a Purchaser Indemnitee by reason any of or them due to, arising out of the breachof, defaultor in connection with, inaccuracy or failure a material breach of any of the representations, warranties, representations, covenants or agreements of the Company or made by the Stockholders contained (either individually or jointly and severally with Edgil) in this Agreement or in any certificate or instrument required to be delivered pursuant hereto. Notwithstanding anything contained in ("Losses"); provided, however, that notwithsxxxxxng the provisions of this Agreement to the contrary; (i) the representations and warranties in Section 3.2 are made by each Stockholder only 10.01 with respect to himself and not any other Stockholder; (ii) as to other indemnification obligations a breach of the Stockholders, the liability provisions of the Stockholders shall be proportionate (i.e.Section 6.06 hereof, each Stockholder shall only be liable for one-such Stockholder's breach of such provisions and shall not be jointly and severally liable for any other Stockholder's breach of such provision. To the extent that the Stockholders provide indemnification hereunder from claims that include rights by Edgil against third (1/3rd) thereof); and (iii) subject to the right of the Purchaser to recover fees from the Company, pursuant to Section 12.2 hereofparties, the Stockholders shall have no liability be subrogated to xxx xights of any sort under this Agreement unless and until the Closing under this Agreement is actually consummatedEdgil as against such third parties. For example, (which post Closing liabilities shall be limited as set forth herein). The Purchaser shall be responsible for any and all reasonable legal and other costs and expenses paid or incurred by if the Stockholders xxxxmnify AdStar for a failure by Edgil, prior to the Closing, to withhold sales taxes (or any of them) if and to the exxxxx that such indemnification may be available under Section 4.11 hereof), in enforcing connection with sales made to past customers who were obligated to pay such taxes, then the foregoing limitation on liabilityStockholders automatically would be subrogated to Edgil's rights to collect such taxes from such past customers).

Indemnification by the Stockholders. From (a) Subject to the limitations set forth in this Section 5, from and after Closing, the completion Stockholders, severally and not jointly, in accordance with the Stockholders’ respective Pro Rata Interests, shall indemnify and hold harmless Parent, Merger Sub and each of their respective Affiliates (including, following the Effective Time, the Surviving Corporation), and the respective Representatives and Affiliates of each of the foregoing Persons (each, a “Parent Indemnified Person”), from, against and in respect of any and all Losses, whether or not involving a Third Party Claim, incurred or suffered by Parent Indemnified Persons or any of them as a result of, in connection with, or arising from: (i) any breach of, or inaccuracy in, any representation or warranty made by the Company in Section 2 or in any certificate delivered by the Company at Closing pursuant to this Agreement; (ii) any breach or violation of any covenant or agreement (A) of the Company to the extent required to be performed or complied with by the Company at, or prior to, the Closing or (B) the Stockholders to the extent required to be performed or complied with by the Stockholders (including under this Section 5), in each case, in or pursuant to this Agreement; (iii) any Seller Transaction Expenses, to the extent the Merger Consideration (as finally determined in accordance with Section 1.10) was not reduced by such Seller Transaction Expenses; (iv) any Indebtedness that remains outstanding as of immediately prior to the Closing, subject to the termsextent the Merger Consideration (as finally determined in accordance with Section 1.10) was not reduced by such Indebtedness; or (v) any Indemnified Taxes to the extent not taken into account in the calculation of Indebtedness. (b) Notwithstanding anything contained herein to the contrary, conditions for purposes of determining whether any representation or warranty is inaccurate or has been breached and limitations set forth hereinfor purposes of determining the amount of Losses arising therefrom, each of the Stockholders, proportionately as set forth below (except with respect to breaches of the representations and warranties contained in Section 3.2, for which the Stockholders severally (and not jointly)), agrees to indemnify Purchaser and its Affiliates (and their respective officers and directors) of Purchaser (which shall specifically include the Company) (each a "Purchaser Indemnitee") against and hold them harmless from any and all Damages which may be asserted against, imposed upon or sustained by a Purchaser Indemnitee by reason of or arising out of the breach, default, inaccuracy or failure of any of the warranties, representations, covenants or agreements of the Company or the Stockholders contained in this Agreement or in shall not be deemed qualified by any certificate or instrument required references to be delivered pursuant hereto. Notwithstanding anything contained in this Agreement to the contrary; (i) the representations and warranties in Section 3.2 are made by each Stockholder only with respect to himself and not any other Stockholder; (ii) as to other indemnification obligations of the Stockholdersmateriality, the liability of the Stockholders shall be proportionate (i.e., each Stockholder shall only be liable for one-third (1/3rd) thereof); and (iii) subject to the right of the Purchaser to recover fees from the Company, pursuant to Section 12.2 hereof, the Stockholders shall have no liability of any sort under this Agreement unless and until the Closing under this Agreement is actually consummated, (which post Closing liabilities shall be limited as set forth herein). The Purchaser shall be responsible for any and all reasonable legal and other costs and expenses paid or incurred by the Stockholders (Material Adverse Effect or any of them) in enforcing the foregoing limitation on liabilitysimilar qualifier (as if such words or phrases were deleted from such representation and warranty).

Indemnification by the Stockholders. From The Company and after the completion of the Closing, subject to the terms, conditions and limitations set forth herein, each of the Stockholders, proportionately as set forth below jointly and severally (except that indemnity shall be several and not joint with respect to breaches of the representations any representation and warranties contained in Section 3.2, for which warranty or covenant made by the Stockholders severally (and not jointly)), hereby covenants and agrees to indemnify and hold harmless the Purchaser and its Affiliates respective successors and assigns (subject to the notice, timing and amount limitations set forth in this Agreement) against and in respect of any liability, loss, damage, expense or other cost, including without limitation reasonable attorneys' fees and expenses (such amounts, after deducting insurance proceeds received by the Indemnitee (as defined herein) in respect thereof; being referred to herein as a "Loss") resulting from any (a) breach of any representation or warranty, or (b) breach or nonfulfillment of any agreement or covenant on the part of the Company. The indemnity provided in this Section 10.1 shall be satisfied solel out of the Escrow (as defined in Section 10.5) and Purchaser shall have no recourse whatsoever to the Stockholders or their assets (other than the Escrow Shares as provided in Section 10.5 and their respective officers and directors) of Purchaser (which Escrow Agreements). The remedy provided in this Section 10 shall specifically include the Company) (each a "Purchaser Indemnitee") against and hold them harmless from any and all Damages which may be asserted against, imposed upon or sustained by a Purchaser Indemnitee by reason of or Purchaser's exclusive remedy with respect to Losses arising out of the breach, default, inaccuracy or failure of any of the warranties, representations, covenants or agreements of the Company or the Stockholders contained matters set forth in this Agreement or in Section 10.1; provided nothing herein shall relieve any certificate or instrument required to be delivered pursuant hereto. Notwithstanding anything contained in this Agreement to the contrary; (i) the representations and warranties in Section 3.2 are made by each Stockholder only with respect to himself and not any other Stockholder; (ii) as to other indemnification obligations of the Stockholders, the party for liability of the Stockholders shall be proportionate (i.e., each Stockholder shall only be liable for one-third (1/3rd) thereof); and (iii) subject to the right of the Purchaser to recover fees from the Company, pursuant to Section 12.2 hereof, the Stockholders shall have no liability of any sort under this Agreement unless and until the Closing under this Agreement is actually consummated, (which post Closing liabilities shall be limited as set forth herein). The Purchaser shall be responsible for any and all reasonable legal and other costs and expenses paid or incurred by the Stockholders (or any of them) in enforcing the foregoing limitation on liabilityfraud.

Indemnification by the Stockholders. From (a) Subject to the provisions of Sections 11.4(a) and (b), from and after the completion of the ClosingClosing Date, subject to the terms, conditions and limitations set forth herein, each of the Stockholders, proportionately as set forth below (except with respect to breaches of the representations and warranties contained in Section 3.2, for which the Stockholders shall jointly and severally (indemnify and not jointly)), agrees to indemnify Purchaser hold harmless Parent and its Affiliates (affiliates, and their respective officers employees, directors, agents and directors) of Purchaser representatives (which shall specifically include collectively, the Company) (each a "Purchaser IndemniteePARENT INDEMNIFIED PARTIES") ), from and against and hold them harmless from any and all Damages Loss and Litigation Expense which they or any of them may be asserted against, imposed upon suffer or sustained by incur as a Purchaser Indemnitee by reason result of or arising out of the breach, default, inaccuracy or failure of from any of the warranties, representations, covenants following: (i) any misrepresentation or agreements breach of any warranty by the Company; (ii) the failure of the Company to obtain all Consents required to consummate the Transactions; (iii) the failure by the Company to satisfy any liability or obligation which is its obligation to satisfy under the terms of this Agreement; or (iv) the failure by the Company to perform its covenants and agreements under this Agreement; (v) the failure of the Stockholders of the Company to pay any costs or expenses which are the responsibility of such Stockholders; or (vi) the liabilities and obligations described on Exhibit H hereto. (b) Subject to the provisions of Section 11.4(c), from and after the Closing Date, each Stockholder shall severally, but not jointly, indemnify and hold harmless the Parent Indemnified Parties from and against any and all Loss and Litigation Expense which they or any of them may suffer or incur as a result of or arising from any of the following: (i) any misrepresentation or breach of any representation or warranty by such Stockholder; or (ii) the failure by such Stockholder to perform its covenants and agreements under this Agreement. (c) The Escrow Shares may be used to satisfy the obligations of the Stockholders in the manner provided in the Escrow Agreement; provided, no Parent Indemnified Party shall be entitled to collect an indemnification obligation relating to a Capped Stockholder Indemnity directly from a Stockholder except after the release of Escrow Shares as provided in, and to the extent permitted by, Section 11.4(b). Nothing contained in this Agreement or in any certificate or instrument required other than Section 11.4(b) as it relates to Capped Stockholder Indemnities shall be delivered pursuant hereto. Notwithstanding anything contained in this Agreement interpreted to limit a Stockholder's indemnification obligation to the contrary; (i) the representations and warranties in Section 3.2 are made by each Stockholder only with respect to himself and not any other Stockholder; (ii) as to other indemnification obligations of the Stockholders, the liability of the Stockholders shall be proportionate (i.e., each Stockholder shall only be liable for one-third (1/3rd) thereof); and (iii) subject to the right of the Purchaser to recover fees from the Company, pursuant to Section 12.2 hereof, the Stockholders shall have no liability of any sort under this Agreement unless and until the Closing under this Agreement is actually consummated, (which post Closing liabilities shall be limited as set forth herein). The Purchaser shall be responsible for any and all reasonable legal and other costs and expenses paid or incurred by the Stockholders (or any of them) in enforcing the foregoing limitation on liabilityEscrow Shares.

Indemnification by the Stockholders. From and after the completion of the Closing, subject to the terms, conditions and limitations set forth herein, each of the Stockholders, proportionately as set forth below (except with respect to breaches of the representations and warranties contained in Section 3.2, for which the Stockholders severally (and not jointly)), agrees to indemnify Purchaser and its Affiliates (and their respective officers and directorsa) of Purchaser (which shall specifically include the Company) (each a "Purchaser Indemnitee") against and hold them harmless from any and all Damages which may be asserted against, imposed upon or sustained by a Purchaser Indemnitee by reason of or arising out of the breach, default, inaccuracy or failure of any of the warranties, representations, covenants or agreements of the Company or the Stockholders contained in this Agreement or in any certificate or instrument required to be delivered pursuant hereto. Notwithstanding anything contained in this Agreement to the contrary; (i) the representations and warranties in Section 3.2 are made by each Stockholder only with respect to himself and not any other Stockholder; (ii) as to other indemnification obligations of the Stockholders, the liability of the Stockholders shall be proportionate (i.e., each Stockholder shall only be liable for one-third (1/3rd) thereof); and (iii) subject to the right of the Purchaser to recover fees from the Company, pursuant Subject to Section 12.2 hereof3.1(b), the Stockholders shall have no liability jointly and severally (on the basis described in the Merger Agreement) (i) pay all of the amounts (if any) due and owing from the RTMRG Principal Shareholders under Section 2.09(e)(ii) of the Merger Agreement and (ii) fully defend, indemnify and hold harmless the Triarc Indemnified Parties from and against all Losses and Tax Losses, in each case, to the full extent contemplated by Articles VIII and XI of the Merger Agreement as if each such Stockholder were a party to the Merger Agreement. Notwithstanding the foregoing, with respect to any Loss arising out of or relating to the breach of any sort under representation, warranty, covenant or agreement made by a Stockholder in this Agreement unless and until Agreement, the Closing under this Agreement is actually consummated, (which post Closing liabilities Triarc Indemnified Parties shall be limited as indemnified for the full amount (i.e., 100%) of such Loss on a several basis solely by the Stockholder who has breached such representation, warranty, covenant or agreement. (b) Any amounts (if any) due and owing from the RTMRG Principal Shareholders under Section 2.09 of the Merger Agreement and any Loss or Tax Loss described in this Section 3.1 shall, to the extent applicable, be subject to the same limits, conditions, procedures and recourses with respect to indemnification contained in the Transaction Agreements and shall be payable directly by the Stockholders solely to the extent that recourse to the RTM Escrow Fund is unavailable or inadequate to make such payment or to indemnify against such Loss. (c) To the extent that the Stockholders' undertakings set forth herein). The Purchaser in this Section 3.1 may be unenforceable, the Stockholders shall be responsible for any contribute the maximum amount that they are permitted to contribute under applicable Law to the payment and satisfaction of all reasonable legal and other costs and expenses paid or Losses incurred by the Stockholders (Triarc Indemnified Parties to the extent they would otherwise have been indemnified under and subject to the terms and conditions of Articles VIII or any XI of them) in enforcing the foregoing limitation on liabilityMerger Agreement.

Indemnification by the Stockholders. From and after the completion of the Closing, subject (a) Subject to the terms, conditions and limitations set forth hereinin this Article IV, each of the Stockholders, proportionately as set forth below jointly and severally, shall indemnify and hold harmless the Issuer and its Representatives, stockholders, controlling persons and Affiliates (except collectively, the "Issuer Indemnified Persons") for, and shall pay (in the manner provided in Section 4.7(b)) to the Issuer Indemnified Persons the amount of, any loss, liability, claim, damage (including, with respect to breaches of matters unrelated to the representations and warranties contained Identified Liabilities (as defined in Section 3.2, for which the Stockholders severally (and not jointly)4.5), agrees incidental and consequential damages), expense (including, without limitation, defense costs in connection with third-party claims) or deficiency (including interest, penalties and reasonable attorneys' fees), whether or not involving a third-party claim (collectively, "Damages"), that any Issuer Indemnified Person may suffer, sustain, incur or become subject to indemnify Purchaser and its Affiliates (and their respective officers and directors) of Purchaser (which shall specifically include the Company) (each a "Purchaser Indemnitee") against and hold them harmless from any and all Damages which may be asserted against, imposed upon or sustained by a Purchaser Indemnitee by reason of or arising out of the breach, default, or due to any Identified Liability (as defined in Section 4.5) or any inaccuracy or failure of any representation or the breach of any warranty, covenant, undertaking or other agreement of the warrantiesTrustees, representations, covenants or agreements of the Company BioClin Affiliates or the Stockholders contained in this Agreement, any Securities Exchange Agreement or in any certificate other document or instrument required to be delivered pursuant hereto. Notwithstanding anything contained in this Agreement to hereto or thereto. (b) The indemnity by the contrary; (i) the representations and warranties Stockholders set forth in Section 3.2 are made by each Stockholder only 4.2(a) with respect to himself Damages arising out of any Identified Liability shall continue until the earlier of December 31, 1999 and not any the date on which the amount, if any, of all such Damages is finally determined, and the indemnity by the Stockholders set forth in Section 4.2(a) with respect to all other Stockholder; (ii) as to other indemnification obligations Damages shall continue until the date of the Stockholders, independent auditor's report with respect to the liability audited consolidated financial statements of the Stockholders shall be proportionate Issuer for fiscal 1996 (i.e., each Stockholder shall only be liable for one-third (1/3rd) thereofthe "Report Date"); provided, however, that in the event that as of December 31, 1999 with respect to any Identified Liability or as of the Report Date with respect to all other Damages any Issuer Indemnified Person can establish the existence but not the amount of any such Damages, and (iii) subject shall have given written notice thereof to the right of Stockholders on or prior to December 31, 1999 or the Purchaser to recover fees from Report Date, as applicable, depending upon the Company, pursuant to Section 12.2 hereoffacts and circumstances existing at such time, the Stockholders shall have no liability of and the Issuer may agree to extend the indemnity with respect to any sort under this Agreement unless and such Damages until the Closing under this Agreement date on which the amount, if any, of all such Damages is actually consummated, (which post Closing liabilities shall be limited as set forth herein). The Purchaser shall be responsible for any and all reasonable legal and other costs and expenses paid or incurred by the Stockholders (or any of them) in enforcing the foregoing limitation on liabilityfinally determined.

Indemnification by the Stockholders. From Subject to the limitations set forth in Section 6(e)(iv) below, the Stockholders hereby agree to indemnify, defend and hold harmless the Guarantor and its affiliates, and the officers, directors, employees, contractors, agents, representatives of each of them, from and against all liabilities, losses, costs or damages whatsoever (including reasonable expenses and fees of legal counsel) after taking into account any Tax and/or insurance benefit realized by the Surviving Corporation or the Guarantor of any of their respective affiliates (“Losses”) arising out of or relating to any claims, demands, actions, lawsuits or proceedings (“Claims”) made prior to the Survival Date or the Extended Survival Date, if applicable, that Losses have been incurred as a result of (i) the inaccuracy in any material respect of any representation or warranty contained in Section 4 made by any Stockholder and (ii) the non-performance by any Stockholder in any material respect of any covenant, agreement or obligation to be performed by him or it under this Agreement or any Other Agreement; provided, however, that: (A) to the extent that the underlying representation, warranty, covenant, agreement or obligation (the breach of which gave rise to such Losses) was made by one or more of the Stockholders on a several but not joint basis, then each such Stockholder’s indemnification obligations hereunder shall be several and not joint, and (subject to the limitations set forth in Section 6(e)(iv) below) limited in amount to those Losses directly attributable to such Stockholder’s breach; (B) no Stockholder shall be liable for Losses attributable to the breach of any representation, warranty, covenant, agreement or obligation for which such Stockholder is neither jointly nor severally liable; (C) no Stockholder shall be liable for Losses attributable to the operation of the Business of the Corporation on and after the completion of the Closing, subject Closing Date; and (D) no Stockholder shall be liable for Losses attributable to the terms, conditions and limitations set forth herein, each of the Stockholders, proportionately as set forth below (except with respect to breaches a breach of the representations and warranties contained set forth in Section 3.24(b)(x), for which the Stockholders severally (and not jointly)), agrees to indemnify Purchaser and its Affiliates (and their respective officers and directors) of Purchaser (which Guarantor’s sole remedy shall specifically include be the Company) (each a "Purchaser Indemnitee") against and hold them harmless from any and all Damages which may be asserted against, imposed upon or sustained by a Purchaser Indemnitee by reason of or arising out of the breach, default, inaccuracy or failure of any of the warranties, representations, covenants or agreements of the Company or the Stockholders contained in this Agreement or in any certificate or instrument required to be delivered pursuant hereto. Notwithstanding anything contained in this Agreement procedures for post-closing adjustments to the contrary; (i) the representations and warranties in Section 3.2 are made by each Stockholder only with respect to himself and not any other Stockholder; (ii) as to other indemnification obligations of the Stockholders, the liability of the Stockholders shall be proportionate (i.e., each Stockholder shall only be liable for one-third (1/3rd) thereof); and (iii) subject to the right of the Purchaser to recover fees from the Company, Merger Consideration pursuant to Section 12.2 hereof, the Stockholders shall have no liability of any sort under this Agreement unless and until the Closing under this Agreement is actually consummated, (which post Closing liabilities shall be limited as set forth herein1(g). The Purchaser shall be responsible for any and all reasonable legal and other costs and expenses paid or incurred by the Stockholders (or any of them) in enforcing the foregoing limitation on liability.

Indemnification by the Stockholders. From (a) Subject to Sections 5.1(b) and after 5.1(c) hereof, the completion of the ClosingStockholders hereby agree, subject to the termsjointly and severally, conditions and limitations set forth herein, each of the Stockholders, proportionately except as set forth below (except otherwise specifically provided throughout this Agreement with respect to breaches of the representations and warranties contained made severally and not jointly by each Stockholder as to which each such Stockholder hereby severally and not jointly agrees, to indemnify and hold harmless Xceed against and in Section 3.2respect of all damages, for which claims, losses and expenses (including, without limitation, reasonable attorneys' fees and disbursements) reasonably incurred by Xceed (all such amounts may hereinafter be referred to as the "Damages") arising out of: (i) any misrepresentation or breach of any representation or warranty made by the Company or the Stockholders severally pursuant to the provisions of this Agreement or in any statement, certificate or other document furnished by the Company or the Stockholders pursuant to this Agreement; and (and not jointly)), agrees to indemnify Purchaser and its Affiliates (and their respective officers and directorsii) of Purchaser (which shall specifically include the Company) (each a "Purchaser Indemnitee") against and hold them harmless from any and all Damages which may be asserted against, imposed upon nonperformance or sustained by a Purchaser Indemnitee by reason of or arising out of the breach, default, inaccuracy or failure breach of any of the warrantiescovenant, representations, covenants agreement or agreements obligation of the Company or the Stockholders contained in this Agreement or which has not been waived by Xceed in any certificate or instrument writing. The Stockholders shall have no right to seek contribution from the Company in the event that they are required to be delivered pursuant hereto. Notwithstanding anything contained in this Agreement to the contrary; make any payments hereunder. (ib) the representations and warranties in Section 3.2 are made by each Stockholder only with respect to himself and not any other Stockholder; (ii) as to other indemnification obligations of the Stockholders, the liability of the Stockholders shall be proportionate (i.e., each Stockholder shall only be liable for one-third (1/3rd) thereof); and (iii) subject to the right of the Purchaser to recover fees from the Company, pursuant Subject to Section 12.2 3.3 hereof, the Stockholders shall be obligated to indemnify Xceed pursuant to this Section 5.1 with respect to claims for Damages as to which Xceed shall have no liability given written notice to the Company and the Stockholders on or before the close of business on the sixtieth (60) day following the first anniversary of the Closing Date. The Stockholders shall be obligated to indemnify Xceed with respect to claims for Damages arising out of any sort misrepresentation or breach of warranty made by the Company or the Stockholders relating to Subsection 3.1(s) as to which Xceed shall have given notice on or before the close of business on the sixtieth (60) day following the later of: (i) the expiration date of the statute of limitations applicable to any indemnified federal, state, foreign or local tax liability; or (ii) the final determination of any such tax liability, including the final administrative and/or judicial determination thereof. (c) Notwithstanding the indemnification provided pursuant to Subsection 5.1 (a) and 5.1(b) above, no amount shall be payable by the Stockholders in indemnification hereunder or under any other provision of this Agreement unless the aggregate amount of such Damages in respect of which the Company or the Stockholders would be liable, but for operation and until application of the Closing provisions of this Section 5.1(c), exceeds on a cumulative basis Fifty Thousand Dollars ($50,000) and then only to the extent of such excess; provided, -------- however, that the amount of all claims subject to indemnification hereunder ------- shall not exceed Two Million Dollars ($2,000,000); provided further, that the amount of all claims against -------- ------- each Stockholder, individually, shall not exceed One Million Dollars ($1,000,000). (d) In any case where the Stockholders have indemnified Xceed for any Damages and Xceed recovers from a third party all or any part of the amount so indemnified by the Stockholders, Xceed shall promptly reimburse to the Stockholders the amount so recovered. (e) The Stockholders shall not be liable to Xceed under this Agreement is actually consummated, (which post Closing liabilities shall be limited as set forth herein). The Purchaser shall be responsible Section 5.1 for any and all reasonable legal and other costs and expenses paid Damages resulting from any event relating to a breach of any representation or incurred warranty by the Stockholders (if the Stockholders can establish that Xceed had knowledge of such breach on or any of them) in enforcing prior to the foregoing limitation on liabilityClosing Date.

Indemnification by the Stockholders. From and after the completion (a) Each of the ClosingStockholders, jointly and severally, agrees, subject to the termsother terms and conditions of this Agreement, conditions to indemnify the Purchaser (and limitations set forth hereinPurchaser's directors, officers, employees, controlling persons, Affiliates, successors and assigns (collectively, the "Purchaser Indemnitees")) against, and hold it harmless on an after-Tax basis from, all losses, claims, fines, penalties, amounts paid in settlement, liabilities, costs and expenses (including, without limitation, reasonable attorney and expert fees) of and damages to the Purchaser, related to or arising out of (i) the breach of any representation or warranty made by or on behalf of the Company and each of the Stockholders in this Agreement (without regard to any "materiality", "Material Adverse Effect", "substantial compliance" or similar exception or qualifier), or (ii) the breach of any covenant, agreement or undertaking made by or on behalf of the Company and each of the Stockholders in this Agreement. (b) No claim may be made against the Stockholders for indemnification pursuant to Section 8.3(a)(i) unless the aggregate of all liabilities and damages (exclusive of legal fees incurred in connection with pursuing such claim) of the Purchaser with respect to Section 8.3(a)(i) and liability to the Purchaser pursuant to the other Contracts or guaranties shall exceed $100,000. The maximum of all payments pursuant to this indemnification shall not exceed the total [Initial Consideration, as adjusted] paid to the Stockholders. (c) The Purchaser agrees to give the Stockholders prompt written notice of any claim, assertion, event or proceeding by or in respect of a third party of which it has Knowledge concerning any liability or damage as to which it may request indemnification hereunder; provided, however, that no delay on the part of any Purchaser Indemnitee in notifying the Stockholders shall relieve the Stockholders from any liability or obligation hereunder unless (and then solely to the extent that) the Stockholders can demonstrate that they were damaged by such delay. The Stockholders will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Purchaser Indemnitee from all liability with respect thereto, without the written consent of the Purchaser Indemnitee. The Stockholders shall have the right to direct, at their own expense and through counsel of its own choosing (reasonably satisfactory to the Purchaser Indemnitee), the defense or settlement of any such claim or proceeding; the Purchaser Indemnitee may participate in such defense, but in such case the expenses of the Purchaser Indemnitee shall be paid by the Purchaser Indemnitee; provided, however, that if the Purchaser Indemnitee delivers to the Stockholders an opinion of counsel to the effect that there exists an actual conflict of interest among the Stockholders and the Purchaser Indemnitee with respect to such claim, or such claim or liability involves the possibility of criminal sanctions or criminal liability to the Purchaser Indemnitee, the Purchaser Indemnitee shall be entitled to participate in the defense of such claim or liability at the expense of the Stockholders. The Purchaser shall provide the Stockholders with access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with and aid at the Stockholders' request the Stockholders in the defense or settlement thereof, and the Stockholders shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Stockholders elect to direct the defense of any such claim or proceeding, the Purchaser shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless the Stockholders consent in writing to such payment (such consent not to be unreasonably withheld or delayed) or unless the Stockholders, subject to the last sentence of this Section 8.3(c), withdraw from the defense of such asserted liability or unless a final judgment from which no appeal may be taken by or on behalf of the Stockholders is entered against the Purchaser for such liability. If the Stockholders shall fail to assume the defense of such claim in the manner provided above, or if, after commencing or undertaking any such defense, fails to prosecute or withdraws from such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, and the Purchaser Indemnitee may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate without prejudice to the Purchaser Indemnitee's right to indemnity from the Stockholders hereunder. (d) Each of the Stockholders, proportionately as set forth below (except with respect to breaches of the representations jointly and warranties contained in Section 3.2, for which the Stockholders severally (and not jointly))severally, agrees to indemnify the Purchaser against, and its Affiliates hold it harmless from, all losses, claims, amounts paid in settlement, liabilities, costs and expenses (and their respective officers and directorsincluding, without limitation, reasonable collection costs) of Purchaser (which shall specifically include and damages to the Company) (each a "Purchaser Indemnitee") against and hold them harmless from any and all Damages which may be asserted againstPurchaser, imposed upon or sustained by a Purchaser Indemnitee by reason of related to or arising out of the breach, default, inaccuracy or failure of any of the warranties, representations, covenants or agreements of debt owed to the Company by Gxxx Xxxxx or the Stockholders contained in this Agreement or in any certificate or instrument required to be delivered pursuant hereto. Notwithstanding anything contained in this Agreement to the contrary; (i) the representations and warranties in Section 3.2 are made by each Stockholder only with respect to himself and not any other Stockholder; (ii) as to other indemnification obligations of the Stockholdershis sole proprietorship, the liability of the Stockholders shall be proportionate (i.e.Frost Mortgage Banking Group, each Stockholder shall only be liable for one-third (1/3rd) thereof); and (iii) subject to the right of the Purchaser to recover fees from the Company, pursuant to Section 12.2 hereof, the Stockholders shall have no liability of any sort under this Agreement unless and until the Closing under this Agreement is actually consummated, (which post Closing liabilities shall be limited as set forth herein). The Purchaser shall be responsible for any and all reasonable legal and other costs and expenses paid or incurred by the Stockholders (or any of them) in enforcing the foregoing limitation on liabilitySchedule 4.9.