Common use of Indemnification Obligation of Seller Clause in Contracts

Indemnification Obligation of Seller. (a) Seller shall indemnify Buyer and its successors and permitted assigns (each a “Buyer Indemnitee” and, collectively the “Buyer Indemnitees”) in respect of, and save and hold each Buyer Indemnitee harmless against any Losses which any Buyer Indemnitee or any of its Affiliates or any of their respective officers, directors, employees, agents or representatives or their respective successors or assigns suffers, sustains or becomes subject to as a result of or by virtue of, without duplication: (i) any facts or circumstances which constitute a misrepresentation or breach of any representation or warranty made by Seller set forth in this Agreement (disregarding, for purposes of such determination, any qualification or exception with respect to materiality or Material Adverse Effect contained therein); (ii) any nonfulfillment or breach of any covenant of Seller set forth in this Agreement or any other Transaction Documents; or (iii) any Excluded Liabilities. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (b) Notwithstanding the foregoing, (i) Seller shall not be required to indemnify Buyer Indemnitees in respect of any Losses any Buyer Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of any of the occurrences referred to in Section 9.2(a)(i) above unless and until the aggregate of all such Losses exceeds *** (the “Minimum Threshold”), at which point Seller will be obligated to indemnify Buyer for all such Losses, from and including the first Dollar thereof and (ii) in no event shall Seller be obligated to indemnify Buyer Indemnitees in respect of any Losses any Buyer Indemnitee suffers, sustains, or becomes subject to, as a result of or by virtue of any of the occurrences referred to in Section 9.2(a)(i) in excess of the greater of (1) *** and (2) *** percent (***%) of the aggregate of all amounts paid to Seller by Buyer or its Transferees or their Transferees pursuant to Sections 2.4, 2.6 and 2.8 hereof, in the aggregate for all such Losses (the “Indemnification Cap”). Notwithstanding any other provision of this Section 9.2, (A) the Minimum Threshold and the Indemnification Cap shall not apply with respect to any Loss any Buyer Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of (x) any breach of Sections 4.1, 4.2, 4.13, 4.20 or 4.21 or (y) the fraud or the willful misconduct on the part of Seller and (B) Seller shall not be liable for any particular Loss unless the amount thereof exceeds *** (the “De Minimus Amount”) and all Losses in respect of any claim less than the De Minimus Amount shall be excluded from calculations with respect to the Minimum Threshold and the Indemnification Cap. Notwithstanding the foregoing, if a Buyer Indemnitee is determined under Section 9.2(b) to be entitled to indemnification hereunder in an amount (the “Specified Amount”) that is more than the then-applicable Indemnification Cap, then Seller shall pay Buyer from time to time upon Buyer’s request an amount which, together with any payments made by Seller in respect of the Specified Amount prior to such payment, equals the lesser of (x) the then-applicable Indemnification Cap and (y) the Specified Amount. (c) Except (i) as set forth in Sections 6.9, 6.11, 6.15 and 10.5 and (ii) with respect to claims based on fraud or willful misconduct on the part of Seller, the rights of Buyer Indemnitees under this Article 9 shall be the sole and exclusive remedies of Buyer Indemnitees with respect to claims for which they are entitled to indemnification under this Agreement or otherwise relating to the transactions that are the subject of this Agreement. None of Buyer Indemnitees shall attempt to collect any Losses arising pursuant to Section 9.2(a)(i) directly from Seller.

Indemnification Obligation of Seller. From and after the Closing, Seller shall indemnify Purchaser and its Affiliates, and its and their respective successors and assigns, (each, a “Purchaser Indemnitee”), against, and hold each harmless from, any and all demands, claims, losses, liabilities, actions or causes of action, assessments, damages, fines, Taxes (including excise and penalty taxes), penalties, reasonable costs and expenses (including interest, reasonable expenses of investigation, reasonable fees and disbursements of counsel, accountants and other experts, whether the same relate to claims, actions or causes of action asserted by any indemnified Person against the indemnitor or asserted by third parties) (collectively, “Losses”) incurred or suffered by any Purchaser Indemnitee arising out of: (a) Seller shall indemnify Buyer and its successors and permitted assigns (each a “Buyer Indemnitee” and, collectively the “Buyer Indemnitees”) in respect of, and save and hold each Buyer Indemnitee harmless against any Losses which any Buyer Indemnitee or any of its Affiliates or any of their respective officers, directors, employees, agents or representatives or their respective successors or assigns suffers, sustains or becomes subject to as a result of or by virtue of, without duplication: (i) any facts or circumstances which constitute a misrepresentation or breach of warranty on the part of any representation or warranty made by Seller set forth in Entity under this Agreement or any Transaction Document, or any misrepresentation in or omission from any schedule (disregardingincluding without limitation the Seller Disclosure Schedule), exhibit, certificate, instrument or other document furnished to Purchaser pursuant hereto or thereto; provided, that, for purposes of such determinationthis Article 7, the representations and warranties of the Seller Entities herein and therein shall not be deemed to be qualified by any qualification or exception with respect references to materiality or materiality, including without limitation any references to Seller Material Adverse Effect contained therein);Effect; 18 (iib) any nonfulfillment or breach of any agreement or covenant on the part of any Seller set forth in Entity under this Agreement or any other Transaction Documents; or (iii) any Excluded Liabilities. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (b) Notwithstanding the foregoing, (i) Seller shall not be required to indemnify Buyer Indemnitees in respect of any Losses any Buyer Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of any of the occurrences referred to in Section 9.2(a)(i) above unless and until the aggregate of all such Losses exceeds *** (the “Minimum Threshold”), at which point Seller will be obligated to indemnify Buyer for all such Losses, from and including the first Dollar thereof and (ii) in no event shall Seller be obligated to indemnify Buyer Indemnitees in respect of any Losses any Buyer Indemnitee suffers, sustains, or becomes subject to, as a result of or by virtue of any of the occurrences referred to in Section 9.2(a)(i) in excess of the greater of (1) *** and (2) *** percent (***%) of the aggregate of all amounts paid to Seller by Buyer or its Transferees or their Transferees pursuant to Sections 2.4, 2.6 and 2.8 hereof, in the aggregate for all such Losses (the “Indemnification Cap”). Notwithstanding any other provision of this Section 9.2, (A) the Minimum Threshold and the Indemnification Cap shall not apply with respect to any Loss any Buyer Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of (x) any breach of Sections 4.1, 4.2, 4.13, 4.20 or 4.21 or (y) the fraud or the willful misconduct on the part of Seller and (B) Seller shall not be liable for any particular Loss unless the amount thereof exceeds *** (the “De Minimus Amount”) and all Losses in respect of any claim less than the De Minimus Amount shall be excluded from calculations with respect to the Minimum Threshold and the Indemnification Cap. Notwithstanding the foregoing, if a Buyer Indemnitee is determined under Section 9.2(b) to be entitled to indemnification hereunder in an amount (the “Specified Amount”) that is more than the then-applicable Indemnification Cap, then Seller shall pay Buyer from time to time upon Buyer’s request an amount which, together with any payments made by Seller in respect of the Specified Amount prior to such payment, equals the lesser of (x) the then-applicable Indemnification Cap and (y) the Specified Amount.Document; (c) Except any claims, actions, suits or proceedings by third parties or Governmental Authority (iincluding an FCC enforcement action) as set forth relating to or arising out of or in Sections 6.9connection with the ownership or operation by any Seller Entity or any Affiliate thereof prior to Closing, 6.11of the Purchased Assets, 6.15 and 10.5 and including the Seller Assigned Licenses, or the Seller Business, whether any such claims, actions, suits or proceedings are asserted prior to or after the Closing; (iid) with respect to claims based on fraud any claim arising out of or willful misconduct on the part of Seller, the rights of Buyer Indemnitees under this Article 9 shall be the sole and exclusive remedies of Buyer Indemnitees with respect to claims for which they are entitled to indemnification under this Agreement or otherwise relating to the transactions that are employment or termination of employees by Seller; and (e) Excluded Liabilities or Excluded Assets (including the subject ownership or operation of this Agreement. None of Buyer Indemnitees shall attempt to collect such Excluded Assets at any Losses arising pursuant to Section 9.2(a)(i) directly from Sellertime by any Seller Entity or any Affiliate thereof).

Indemnification Obligation of Seller. (a) From and after the Closing, and subject to the other provisions of this Article VII, Seller shall indemnify Buyer indemnify, defend and its successors hold harmless Buyer, the Surviving Corporation and permitted assigns their Affiliates and their respective directors, officers, agents and employees (each each, a “Buyer Indemnitee” andand collectively, collectively the “Buyer Indemnitees”) in respect of, from and save and hold each Buyer Indemnitee harmless against any all Losses which incurred or suffered by any Buyer Indemnitee relating to, resulting from or any of its Affiliates or any of their respective officers, directors, employees, agents or representatives or their respective successors or assigns suffers, sustains or becomes subject to as a result of or by virtue arising out of, without duplication: (ia) any facts or circumstances which constitute a misrepresentation or breach inaccuracy in any of any representation or warranty the representations and warranties made by Seller set forth in this Agreement or, to the extent provided for in Section 5.3 of the Seller Disclosure Schedule, the cost of obtaining any IP Consent, in each case until any applicable Expiration Date, (disregarding, for purposes b) a breach by Seller or its Affiliates of such determination, any qualification covenant or exception with respect agreement of Seller or its Affiliates contained in this Agreement; (c) any out-of-pocket costs incurred in excess of $15,750,000 in the aggregate by the Company and the Surviving Corporation to materiality or Material Adverse Effect contained thereincomplete the capital expenditures referred to in Section 3.7(d); (iid) the Seller Retained Litigation and the Seller Specific Retained Litigation, but only to the extent any nonfulfillment such Losses relate to periods ending on or breach before the Closing Date (it being agreed that any Losses associated with any required modification of any covenant business practices or loss of rights resulting from Seller set forth Retained Litigation or Seller Specific Retained Litigation shall not constitute an indemnifiable Loss hereunder, unless such modification to business practice involves a rebate, fine, penalty, reduction in this Agreement rates or any other Transaction Documents; similar monetary Loss imposed on the Company and attributable to periods ending on or prior to the Closing Date)). (e) the Seller Retained Environmental Liability; (f) liabilities of the Contributing Companies not transferred pursuant to the Contribution Agreement, or (iii) any Excluded Liabilities. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (b) Notwithstanding the foregoing, (i) Seller shall not be required to indemnify Buyer Indemnitees in respect of any Losses any Buyer Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of any of the occurrences referred to in Section 9.2(a)(i) above unless and until the aggregate of all such Losses exceeds *** (the “Minimum Threshold”), at which point Seller will be obligated to indemnify Buyer for all such Losses, from and including the first Dollar thereof and (ii) in no event shall Seller be obligated to indemnify Buyer Indemnitees in respect of any Losses any Buyer Indemnitee suffers, sustains, or becomes subject to, as a result of or by virtue of any of the occurrences referred to in Section 9.2(a)(i) in excess of the greater of (1) *** and (2) *** percent (***%) of the aggregate of all amounts paid to Seller by Buyer or its Transferees or their Transferees pursuant to Sections 2.4, 2.6 and 2.8 hereof, in the aggregate for all such Losses (the “Indemnification Cap”). Notwithstanding any other provision of this Section 9.2, (Ag) the Minimum Threshold and the Indemnification Cap shall not apply with respect to any Loss any Buyer Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of (x) any breach of Sections 4.1, 4.2, 4.13, 4.20 or 4.21 or (y) the fraud or the willful misconduct on the part of Seller and (B) Seller shall not be liable for any particular Loss unless the amount thereof exceeds *** (the “De Minimus Amount”) and all Losses in respect of any claim less than the De Minimus Amount shall be excluded from calculations with respect to the Minimum Threshold and the Indemnification Cap. Notwithstanding the foregoing, if a Buyer Indemnitee is determined under Section 9.2(b) to be entitled to indemnification hereunder in an amount (the “Specified Amount”) that is more than the then-applicable Indemnification Cap, then Seller shall pay Buyer from time to time upon Buyer’s request an amount which, together with any payments made by Seller in respect of the Specified Amount prior to such payment, equals the lesser of (x) the then-applicable Indemnification Cap and (y) the Specified AmountRetained Business Liability. (c) Except (i) as set forth in Sections 6.9, 6.11, 6.15 and 10.5 and (ii) with respect to claims based on fraud or willful misconduct on the part of Seller, the rights of Buyer Indemnitees under this Article 9 shall be the sole and exclusive remedies of Buyer Indemnitees with respect to claims for which they are entitled to indemnification under this Agreement or otherwise relating to the transactions that are the subject of this Agreement. None of Buyer Indemnitees shall attempt to collect any Losses arising pursuant to Section 9.2(a)(i) directly from Seller.

Indemnification Obligation of Seller. From and after the Closing, Seller will reimburse, indemnify and hold harmless each of the Buying Parties and their successors and assigns (an "Indemnified Buyer Party") against and in respect of: (a) Seller shall indemnify any and all damages, losses, deficiencies, liabilities, costs and expenses incurred or suffered by any Indemnified Buyer and its successors and permitted assigns (each a “Buyer Indemnitee” andParty that result from, collectively the “Buyer Indemnitees”) in respect relate to or arise out of, and save and hold each Buyer Indemnitee harmless against any Losses which any Buyer Indemnitee or any of its Affiliates or any of their respective officers, directors, employees, agents or representatives or their respective successors or assigns suffers, sustains or becomes subject to as a result of or by virtue of, without duplication: (i) any facts or circumstances which constitute a misrepresentation or breach and all liabilities and obligations of Seller of any representation or warranty made by Seller set forth nature whatsoever not disclosed in this Agreement (disregarding, for purposes of such determination, any qualification or exception with respect to materiality or Material Adverse Effect contained therein)and expressly assumed by the Buying Parties; (ii) any nonfulfillment and all actions, suits, claims, or breach legal, administrative, arbitration, governmental or other proceedings or investigations against any Indemnified Buyer Party that relate to Seller or the Practice in which the principal event giving rise thereto occurred prior to the Closing Date or which result from or arise out of any covenant action or inaction of Seller set forth in this Agreement or any other Transaction Documentsdirector, officer, employee, agent, representative or subcontractor of Seller prior to the Closing Date; or (iii) any Excluded Liabilities. *** Portions misrepresentation, breach of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (b) Notwithstanding the foregoing, (i) Seller shall not be required to indemnify Buyer Indemnitees in respect warranty or nonfulfillment of any Losses any Buyer Indemnitee suffers, sustains agreement or becomes subject to as a result of or by virtue of any of the occurrences referred to in Section 9.2(a)(i) above unless and until the aggregate of all such Losses exceeds *** (the “Minimum Threshold”), at which point Seller will be obligated to indemnify Buyer for all such Losses, from and including the first Dollar thereof and (ii) in no event shall Seller be obligated to indemnify Buyer Indemnitees in respect of any Losses any Buyer Indemnitee suffers, sustains, or becomes subject to, as a result of or by virtue of any of the occurrences referred to in Section 9.2(a)(i) in excess of the greater of (1) *** and (2) *** percent (***%) of the aggregate of all amounts paid to Seller by Buyer or its Transferees or their Transferees pursuant to Sections 2.4, 2.6 and 2.8 hereof, in the aggregate for all such Losses (the “Indemnification Cap”). Notwithstanding any other provision of this Section 9.2, (A) the Minimum Threshold and the Indemnification Cap shall not apply with respect to any Loss any Buyer Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of (x) any breach of Sections 4.1, 4.2, 4.13, 4.20 or 4.21 or (y) the fraud or the willful misconduct covenant on the part of Seller or Shawx xxxer this Agreement or the Related Agreements, or from any misrepresentation in or omission from any certificate, schedule, statement, document or instrument furnished to the Buying Parties pursuant hereto or in connection with the negotiation, execution or performance of this Agreement, or the Related Agreements; and (b) any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs and other expenses (Bincluding, without limitation, reasonable legal fees and expenses and court costs) Seller incident to any of the foregoing or to the enforcement of this Section 5. 1. Each of the Buying Parties shall not be liable have the right to set-off their respective payment obligations under the Notes for any particular Loss unless the amount thereof exceeds *** (the “De Minimus Amount”) and all Losses in respect indemnification obligations of any claim less than the De Minimus Amount shall be excluded from calculations with respect Seller herein to the Minimum Threshold full extent of such indemnification obligation and without regard to which of the Indemnification CapBuying Parties has incurred or suffered the loss or damage. Notwithstanding Without limiting the foregoing, if a Buyer Indemnitee is determined under Section 9.2(b) such right of set-off shall apply to be entitled Diasti's right to indemnification hereunder in an amount (recover liquidated damages from Shawx xxxsuant to the “Specified Amount”) that is more than Employment Agreement. The Seller's liability and obligation to indemnify the thenBuying Parties and/or the Buying Parties' right to set-applicable Indemnification Cap, then Seller off against the deferred portion of the Purchase Price shall pay Buyer from time to time upon Buyer’s request an amount whichnot commence or accrue until the Buying Parties, together with or separately, have suffered or incurred aggregate claims, losses or damages (including costs and attorneys' fees and expenses) in excess of Ten Thousand and No/100 Dollars ($10,000.00) in any payments made twelve (12) month period, provided, however, that once such amount has been suffered or incurred by Seller in respect the Buying Parties, the Seller's liability and obligation for indemnity hereunder shall be from the first dollar of the Specified Amount prior to such payment, equals the lesser of (x) the then-applicable Indemnification Cap and (y) the Specified Amount. (c) Except (i) as loss or damage. The Seller's indemnification obligations set forth in Sections 6.9, 6.11, 6.15 and 10.5 and (ii) with respect to claims based on fraud or willful misconduct on the part herein shall not include indemnification of Seller, the rights of an Indemnified Buyer Indemnitees under this Article 9 shall be the sole and exclusive remedies of Buyer Indemnitees with respect to claims Party for which they are entitled to indemnification under this Agreement or otherwise such party's internal expenses relating to the transactions that are the subject of this Agreement. None of Buyer Indemnitees shall attempt to collect any Losses arising pursuant to Section 9.2(a)(i) directly from Selleremployee time spent investigating and defending a matter or claim.

Indemnification Obligation of Seller. Subject to the consummation of the Closing, and in accordance with the provisions of this Article 8, Seller hereby agrees to indemnify and hold Purchaser harmless – against and from: (a) Seller shall indemnify Buyer any and its successors all costs, expenses (including, without limitation, reasonable professional fees and permitted assigns costs of investigation, judgement and litigation) losses, damages and liabilities (each a “Buyer Indemnitee” and, collectively hereinafter referred to as the “Buyer IndemniteesLosses”) in respect ofincurred by Purchaser which would have not been so incurred or suffered had the representations and warranties of Seller herein contained under Section 7.2 (Representations and Warranties by Seller) been true and correct; (b) any and all Losses incurred by the Company, which would have not been so incurred or suffered had the representations and save warranties of Seller herein contained under Section 7.2 (Representations and hold each Buyer Indemnitee harmless against Warranties by Seller) been true and correct; to the extent such Losses are not indemnifiable under point (a) above; (c) any and all Losses incurred by any of the Group Companies , which would have not been so incurred or suffered had the representations and warranties of Seller herein contained under Section 7.2 (Representations and Warranties by Seller) been true and correct; to the extent such Losses are not indemnifiable under points (a) and/or (b) above; (d) any Losses which any Buyer Indemnitee incurred by Purchaser arising out or any of its Affiliates or any of their respective officers, directors, employees, agents or representatives or their respective successors or assigns suffers, sustains or becomes subject to as a result of any breach by Seller of its obligations and covenants provided by this Agreement; (e) any and all Losses incurred by Purchaser, the Company or any Group Company arising out of or relating to the application for obtaining an IPPC “A” Permit, as further described in Schedule 7.2.19(a); (f) any and all Losses incurred by virtue ofPurchaser, the Company or any Group Company arising out of or relating to Hepos Inzenering, including without duplication:limitation the bankruptcy proceeding of Hepos Inzenering; (g) any and all Losses incurred by Purchaser, the Company or any Group Company up to Euro 741,000.00 arising out of or relating to the Tax matters identified on Exhibit 8.1(g); and (h) any and all Losses incurred by Purchaser or the Company for any and all Taxes in excess of the Estimation of Real Estate Taxes paid by Purchaser or the Company with respect to the Real Estate Transaction. (i) in the event that Seller causes the sale/disposal of Hepos KTB prior to Closing, any and all Losses incurred by Purchaser, the Company or any Group Company arising out of or relating to the process of sale/disposal of Hepos KTB. (j) any and all Losses incurred by Purchaser, the Company or any Group Company relating to any Real Estate Property not sold to Seller at Closing. Purchaser shall not be entitled to indemnification for any Losses resulting from any breach or failure by Seller in the event that Seller can prove—in accordance with rules set forth in the Italian Civil Procedure Code—that (i) the Purchaser or any of URS Corporation Ltd, Gianni, Origoni, Xxxxxx & Partners, KPMG LLP and Mercer LLC had actual knowledge prior to the Closing of facts or circumstances which constitute a misrepresentation breach by the Company, the Group Companies or breach Seller of any a representation or and warranty made by Seller set forth given in this Agreement (disregardingAgreement, for purposes of such determination, any qualification or exception with respect to materiality or Material Adverse Effect contained therein); (ii) any nonfulfillment or breach of any covenant of Seller set forth in this Agreement or any other Transaction Documents; or (iii) any Excluded Liabilities. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (b) Notwithstanding the foregoing, (i) Seller shall not be required to indemnify Buyer Indemnitees in respect of any Losses any Buyer Indemnitee suffers, sustains or becomes subject to as a result of or including by virtue of any reason of the occurrences referred to in Section 9.2(a)(i) above unless and until facts that such circumstances had been disclosed during the aggregate of all such Losses exceeds *** (the “Minimum Threshold”)Due Diligence, at which point Seller will be obligated to indemnify Buyer for all such Losses, from and including the first Dollar thereof and (ii) in has an understanding prior to the Closing that such facts constitute a breach of a representation or warranty by the Company, the Group Companies or Seller under this Agreement; provided that no event shall Seller such disclosure by Purchaser’s advisors will be obligated deemed to indemnify Buyer Indemnitees in respect of waive any Losses any Buyer Indemnitee suffers, sustains, or becomes subject to, as a result of or by virtue of any of the occurrences referred to in Section 9.2(a)(i) in excess of the greater of (1) *** and (2) *** percent (***%) of the aggregate of all amounts paid to Seller by Buyer or its Transferees or their Transferees pursuant to Sections 2.4, 2.6 and 2.8 hereof, in the aggregate for all such Losses (the “Indemnification Cap”). Notwithstanding any other provision of this Section 9.2, (A) the Minimum Threshold privilege between Purchaser and the Indemnification Cap shall not apply with respect to any Loss any Buyer Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of (x) any breach of Sections 4.1, 4.2, 4.13, 4.20 or 4.21 or (y) the fraud or the willful misconduct on the part of Seller and (B) Seller shall not be liable for any particular Loss unless the amount thereof exceeds *** (the “De Minimus Amount”) and all Losses in respect of any claim less than the De Minimus Amount shall be excluded from calculations with respect to the Minimum Threshold and the Indemnification Cap. Notwithstanding the foregoing, if a Buyer Indemnitee is determined under Section 9.2(b) to be entitled to indemnification hereunder in an amount (the “Specified Amount”) that is more than the then-applicable Indemnification Cap, then Seller shall pay Buyer from time to time upon Buyer’s request an amount which, together with any payments made by Seller in respect of the Specified Amount prior to such payment, equals the lesser of (x) the then-applicable Indemnification Cap and (y) the Specified Amountadvisor. (c) Except (i) as set forth in Sections 6.9, 6.11, 6.15 and 10.5 and (ii) with respect to claims based on fraud or willful misconduct on the part of Seller, the rights of Buyer Indemnitees under this Article 9 shall be the sole and exclusive remedies of Buyer Indemnitees with respect to claims for which they are entitled to indemnification under this Agreement or otherwise relating to the transactions that are the subject of this Agreement. None of Buyer Indemnitees shall attempt to collect any Losses arising pursuant to Section 9.2(a)(i) directly from Seller.

Indemnification Obligation of Seller. (a) Seller shall indemnify Buyer each Buyer, its Affiliates and its their respective stockholders, officers, directors, employees, agents, representatives and successors and permitted assigns (each a “Buyer Indemnitee” and, collectively the “Buyer Indemnitees”) in respect of, and save and hold each Buyer Indemnitee harmless against and pay on behalf of or reimburse each Buyer Indemnitee as and when incurred, any Losses which any Buyer Indemnitee or any of its Affiliates or any of their respective officers, directors, employees, agents or representatives or their respective successors or assigns suffers, sustains or becomes subject to as a result of or by virtue of, without duplication: (i) any facts or circumstances which constitute a misrepresentation or breach of any representation or warranty made by Seller set forth in this Agreement (disregardingincluding the Schedules hereto) or any certificate, for purposes of such determination, any qualification document or exception with respect instrument to materiality or Material Adverse Effect contained therein)be delivered by Seller pursuant to this Agreement; (ii) any nonfulfillment non-fulfillment or breach of any covenant of Seller set forth in this Agreement or any other Transaction DocumentsAgreement; or (iii) any Excluded Liabilities. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (b) Notwithstanding the foregoing, (i) Seller shall not be required to indemnify Buyer Indemnitees in respect of any Losses any Buyer Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of any of the occurrences referred to in Section 9.2(a)(i10.2(a)(i) above unless and until the aggregate of all such Losses exceeds *** $100,000 (the “Minimum Threshold”), at which point Seller will be obligated to indemnify Buyer Indemnitee for all such Losses, from and including the first Dollar thereof and (ii) in no event shall Seller be obligated to indemnify Buyer Indemnitees in respect of any Losses any Buyer Indemnitee suffers, sustains, or becomes subject to, as a result of or by virtue of any of the occurrences referred to in Section 9.2(a)(i10.2(a)(i) in excess of an amount equal to the greater of (1) *** and (2) *** percent (***%) of Purchase Price, the aggregate of all amounts paid to Seller by Buyer or its Transferees or their Transferees pursuant to Sections 2.4, 2.6 and 2.8 hereof, in the aggregate for all such Losses (the “Indemnification Cap”). Notwithstanding any other provision of this Section 9.210.2, (A) the Minimum Threshold and the Indemnification Cap shall not apply with respect to any Loss any Buyer Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of (x) any breach of Sections 4.1, 4.2, 4.13, 4.20 4.2 or 4.21 4.13 or (y) the fraud or the willful misconduct on the part of Seller and (B) Seller shall not be liable for any particular Loss unless Seller. For the amount thereof exceeds *** (purpose of determining the “De Minimus Amount”) and all Losses in respect existence of any claim less than breach of a representation or warranty and for measuring Losses or for satisfying the De Minimus Amount Minimum Threshold, to the extent that such representation or warranty is qualified by reference to “materiality” or Material Adverse Effect, such representation or warranty shall be excluded from calculations with respect deemed not to the Minimum Threshold and the Indemnification Cap. Notwithstanding the foregoing, if a Buyer Indemnitee is determined under Section 9.2(b) to be entitled to indemnification hereunder in an amount (the “Specified Amount”) that is more than the then-applicable Indemnification Cap, then Seller shall pay Buyer from time to time upon Buyer’s request an amount which, together with any payments made by Seller in respect of the Specified Amount prior to contain such payment, equals the lesser of (x) the then-applicable Indemnification Cap and (y) the Specified Amountqualifier. (c) Except (i) as set forth Seller acknowledges that the agreement contained in Sections 6.9, 6.11, 6.15 and 10.5 and (ii) with respect to claims based on fraud or willful misconduct on the this Article 10 is an integral part of Seller, the rights of Buyer Indemnitees under this Article 9 shall be the sole and exclusive remedies of Buyer Indemnitees with respect to claims for which they are entitled to indemnification under transactions contemplated by this Agreement or otherwise relating to the transactions that are the subject of and that, without such agreement, Buyers would not enter into this Agreement. None of Buyer Indemnitees shall attempt ; accordingly, if Seller fails to pay promptly any amounts due from Seller pursuant to this Section 10.2 and in order to obtain such amounts, Buyers commence a suit against Seller to collect any Losses arising pursuant the amounts provided for herein, if Buyers succeed in such action or proceeding, Seller shall pay to Section 9.2(a)(iBuyers its reasonable costs and expenses (including reasonable fees of attorneys and other professionals) directly from Sellerin connection with such suit.

Indemnification Obligation of Seller. (a) From and after the Closing, Seller shall and Fendrich will reimburse, indemnify and hold harmless Buyer and its successors and permitted assigns (each a “an "Indemnified Buyer Indemnitee” and, collectively the “Buyer Indemnitees”Party") against and in respect of: (a) any and all damages, losses, deficiencies, liabilities, costs and save and hold each expenses incurred or suffered by any Indemnified Buyer Indemnitee harmless against any Losses which any Buyer Indemnitee Party that result from, relate to or any of its Affiliates or any of their respective officers, directors, employees, agents or representatives or their respective successors or assigns suffers, sustains or becomes subject to as a result of or by virtue arise out of, without duplication: (i) any facts and all liabilities and obligations of Seller or circumstances which constitute a misrepresentation or breach Fendrich of any representation or warranty made by Seller set forth nature whatsoever not disclosed in this Agreement (disregarding, for purposes of such determination, any qualification or exception with respect to materiality or Material Adverse Effect contained therein)and expressly assumed by Buyer; (ii) any nonfulfillment and all actions, suits, claims, or breach legal, administrative, arbitration, governmental or other proceedings or investigations against any Indemnified Buyer Party that relate to Seller or the Practice in which the principal event giving rise thereto occurred prior to the Closing Date or which result from or arise out of any covenant action or inaction of Seller set forth in this Agreement or any other Transaction Documentsemployee, agent, representative or subcontractor of Seller prior to the Closing Date; or (iii) any Excluded Liabilities. *** Portions misrepresentation, breach of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (b) Notwithstanding the foregoing, (i) Seller shall not be required to indemnify Buyer Indemnitees in respect warranty or nonfulfillment of any Losses any Buyer Indemnitee suffers, sustains agreement or becomes subject to as a result of or by virtue of any of the occurrences referred to in Section 9.2(a)(i) above unless and until the aggregate of all such Losses exceeds *** (the “Minimum Threshold”), at which point Seller will be obligated to indemnify Buyer for all such Losses, from and including the first Dollar thereof and (ii) in no event shall Seller be obligated to indemnify Buyer Indemnitees in respect of any Losses any Buyer Indemnitee suffers, sustains, or becomes subject to, as a result of or by virtue of any of the occurrences referred to in Section 9.2(a)(i) in excess of the greater of (1) *** and (2) *** percent (***%) of the aggregate of all amounts paid to Seller by Buyer or its Transferees or their Transferees pursuant to Sections 2.4, 2.6 and 2.8 hereof, in the aggregate for all such Losses (the “Indemnification Cap”). Notwithstanding any other provision of this Section 9.2, (A) the Minimum Threshold and the Indemnification Cap shall not apply with respect to any Loss any Buyer Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of (x) any breach of Sections 4.1, 4.2, 4.13, 4.20 or 4.21 or (y) the fraud or the willful misconduct covenant on the part of Seller and (B) Seller shall not be liable for any particular Loss unless the amount thereof exceeds *** (the “De Minimus Amount”) and all Losses in respect of any claim less than the De Minimus Amount shall be excluded from calculations with respect to the Minimum Threshold and the Indemnification Cap. Notwithstanding the foregoing, if a Buyer Indemnitee is determined under Section 9.2(b) to be entitled to indemnification hereunder in an amount (the “Specified Amount”) that is more than the then-applicable Indemnification Cap, then Seller shall pay Buyer from time to time upon Buyer’s request an amount which, together with any payments made by Seller in respect of the Specified Amount prior to such payment, equals the lesser of (x) the then-applicable Indemnification Cap and (y) the Specified Amount. (c) Except (i) as set forth in Sections 6.9, 6.11, 6.15 and 10.5 and (ii) with respect to claims based on fraud or willful misconduct on the part of Seller, the rights of Buyer Indemnitees under this Article 9 shall be the sole and exclusive remedies of Buyer Indemnitees with respect to claims for which they are entitled to indemnification Fendrich under this Agreement or otherwise relating from any misrepresentation in or omission from any certificate, schedule, statement, document or instrument furnished to Buyer pursuant hereto or in connection with the negotiation, execution or performance hereof; and (b) any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs and other expenses (including, without limitation, reasonable legal fees and expenses and court costs) incident to any of the foregoing or to the transactions that are the subject enforcement of this Agreement. None of Buyer Indemnitees shall attempt to collect any Losses arising pursuant to Section 9.2(a)(i) directly from Seller5.1.

Indemnification Obligation of Seller. (a) Seller shall SELLER will reimburse, indemnify Buyer and hold harmless BUYER, and its successors and permitted assigns (each a “Buyer Indemnitee” and, collectively the “Buyer Indemnitees”) in respect of, and save and hold each Buyer Indemnitee harmless against any Losses which any Buyer Indemnitee or any of its Affiliates or any of their respective officers, directors, employeesshareholders, agents and the Note holders (each such person is referred to herein as “BUYER” or representatives or their respective successors or assigns suffers, sustains or becomes subject to as a "SELLER Indemnified Party"): (a) Except for a breach of the representation of BUYER as set forth in Section 3.2, any and all claims, losses, damages, actions, suits and claims, or legal, administrative, arbitral, governmental or other proceedings or investigations against any SELLER Indemnified Party, that relate to SELLER, the Business or the Purchased Assets and which result from or arise out of any event, occurrence, action, inaction, omission or transaction occurring on or prior to the Closing Date by the SELLER; (b) With respect to the representations set forth in Section 3 and Schedule 3.1.17, any and all claims, losses, damages, actions, suits, claims or legal, administrative, arbitral, governmental or other proceedings involving SELLER Indemnified Party that relate to environmental, safety or health matters arising from the Business, the Purchased Assets and/or SELLER’s ownership, use, operation, or occupancy of any real property or improvements that occurred prior to the Closing Date and; (c) any and all damages, losses, settlement payments, deficiencies, liabilities, costs and expenses suffered, sustained, incurred or required to be paid by any SELLER Indemnified Party because of or by virtue that result from, relate to or arise out of the untruth, inaccuracy or breach of, without duplication: or the failure to fulfill, any representation, warranty, agreement, covenant or statement (i) of SELLER contained in this Agreement or (ii) contained in any facts certificate, schedule, statement, document, agreement or circumstances which constitute a misrepresentation instrument furnished to SELLER Indemnified Party by or breach on behalf of SELLER at the Closing; (d) all Excluded Liabilities; (e) any and all actions, suits, claims, proceedings, investigation, demands, assessments, audits, fines, judgments, costs and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing or to the enforcement of this Section 5.1 to the extent SELLER Indemnified Party prevails in such enforcement action. SELLER Indemnified Party shall promptly notify SELLER of the existence of any representation or warranty made by Seller matter to which the obligations set forth in this Agreement (disregardingparagraph shall apply, for purposes and shall give SELLER reasonable opportunity to defend any claim or litigation at its own expense, with counsel of its own selection approved by SELLER Indemnified Party ; provided that SELLER Indemnified Party shall also at all times have the right fully to participate in such determinationdefense at its own expense. If SELLER shall fail, within a reasonable time after such notice, to defend such claim or litigation, SELLER Indemnified Party , or any qualification successor to the business and assets of SELLER, shall have the right, but not the obligation, to defend, compromise or exception with respect settle any such claim or litigation; Notwithstanding anything to materiality the contrary in Section 5.1 above, SELLER shall cause BUYER to indemnify the Seller Indemnified Parties from any and all claims, losses, damages, actions, suits and claims, or Material Adverse Effect contained therein); (ii) legal, administrative, arbitral, governmental or other proceedings or investigations against any nonfulfillment or breach of any covenant of Seller Indemnified Party arising from the obligations set forth in this Agreement or any other Transaction Documents; or (iii) any Excluded Liabilities. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment on Schedule A hereto and filed separately with the Commission. (b) Notwithstanding the foregoing, (i) Seller shall not be required to indemnify Buyer Indemnitees in respect of any Losses any Buyer Indemnitee suffers, sustains or becomes subject to as a result of or being assumed by virtue of any of the occurrences referred to in Section 9.2(a)(i) above unless and until the aggregate of all such Losses exceeds *** (the “Minimum Threshold”), at which point Seller will be obligated to indemnify Buyer for all such Losses, from and including the first Dollar thereof and (ii) in no event shall Seller be obligated to indemnify Buyer Indemnitees in respect of any Losses any Buyer Indemnitee suffers, sustains, or becomes subject to, as a result of or by virtue of any of the occurrences referred to in Section 9.2(a)(i) in excess of the greater of (1) *** and (2) *** percent (***%) of the aggregate of all amounts paid to Seller by Buyer or its Transferees or their Transferees pursuant to Sections 2.4, 2.6 and 2.8 hereof, in the aggregate for all such Losses (the “Indemnification Cap”). Notwithstanding any other provision of this Section 9.2, (A) the Minimum Threshold and the Indemnification Cap shall not apply with respect to any Loss any Buyer Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of (x) any breach of Sections 4.1, 4.2, 4.13, 4.20 or 4.21 or (y) the fraud or the willful misconduct on the part of Seller and (B) Seller shall not be liable for any particular Loss unless the amount thereof exceeds *** (the “De Minimus Amount”) and all Losses in respect of any claim less than the De Minimus Amount shall be excluded from calculations with respect to the Minimum Threshold and the Indemnification Cap. Notwithstanding the foregoing, if a Buyer Indemnitee is determined under Section 9.2(b) to be entitled to indemnification hereunder in an amount (the “Specified Amount”) that is more than the then-applicable Indemnification Cap, then Seller shall pay Buyer from time to time upon Buyer’s request an amount which, together with any payments made by Seller in respect of the Specified Amount prior to such payment, equals the lesser of (x) the then-applicable Indemnification Cap and (y) the Specified Amount. (c) Except (i) as set forth in Sections 6.9, 6.11, 6.15 and 10.5 and (ii) with respect to claims based on fraud or willful misconduct on the part of Seller, the rights of Buyer Indemnitees under this Article 9 shall be the sole and exclusive remedies of Buyer Indemnitees with respect to claims for which they are entitled to indemnification under this Agreement or otherwise relating to the transactions that are the subject of this Agreement. None of Buyer Indemnitees shall attempt to collect any Losses arising pursuant to Section 9.2(a)(i) directly from Seller.

Indemnification Obligation of Seller. (a) Until one (1) year after the Closing, Seller shall reimburse, indemnify and hold harmless Buyer and its successors and permitted assigns (each a “an "Indemnified Buyer Indemnitee” and, collectively the “Buyer Indemnitees”Party") against and in respect of any and all damages, losses, deficiencies, liabilities, costs and expenses (including assessments, legal fees, litigation costs, fines and judgments) ("Losses") incurred or suffered by any Indemnified Buyer Party that result from, relate to or arise out of, and save and hold each Buyer Indemnitee harmless against any Losses which any Buyer Indemnitee or any of its Affiliates or any of their respective officers, directors, employees, agents or representatives or their respective successors or assigns suffers, sustains or becomes subject to as a result of or by virtue of, without duplication: (i) any facts actual or circumstances which constitute a misrepresentation purported liabilities and obligations of Seller, and any claims and demands made in respect thereof, whether or breach of any representation not known or warranty made by Seller set forth in this Agreement (disregardingasserted at or prior to the Closing Date, for purposes of such determination, any qualification or exception with respect relating to materiality or Material Adverse Effect contained therein)the Assets; (ii) any nonfulfillment the operation of the Assets, or breach of any covenant action or inaction relating to the Assets by Seller or any director, officer, employee, agent, representative or subcontractors of Seller set forth in this Agreement on or any other Transaction Documents; orprior to the Closing Date; (iii) any Excluded Liabilities. *** Portions misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement or any misrepresentation in or omission from any certificate, schedule, written statement, document or instrument furnished to Buyer pursuant hereto or in connection with the negotiation, execution or performance of this page have been omitted Agreement; (iv) any and all actions, suits, claims or legal, administrative, arbitration, governmental or other proceedings or investigations against any Indemnified Buyer Party to the extent relating to Seller or the Assets to the extent the reason therefor or subject thereof arose or occurred prior to the Closing Date or which result from or arise out of any action or inaction prior to the Closing Date of Seller or any director, officer, employee, agent, representative or subcontractor of Seller, except for those which Buyer specifically assumes pursuant to a request this Agreement. Seller shall remain liable to any Indemnified Buyer Party for Confidential Treatment any Losses arising out of Seller's use of the Assets as permitted by the Intellectual Property License and filed separately with the CommissionOwnership described in Section 11 hereto. (b) Notwithstanding anything to the foregoing, contrary contained in this Agreement: (i) the maximum aggregate amount of indemnifiable Losses arising out of or resulting from the causes enumerated in Section 12.2(a) that may be recovered from Seller shall not exceed the Shares, and for purposes of determining the number of Shares to be required applied to indemnify Buyer Indemnitees in respect satisfy an indemnifiable Loss, the parties agree that the fair market value of any Losses any Buyer Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of any of the occurrences referred to in Section 9.2(a)(i) above unless and until the aggregate of all such Losses exceeds *** (the “Minimum Threshold”), at which point Seller will Share shall be obligated to indemnify Buyer for all such Losses, from and including the first Dollar thereof and $2.76; (ii) in no event shall indemnification payment by Seller be obligated to indemnify Buyer Indemnitees in respect of any Losses any Buyer Indemnitee suffers, sustains, or becomes subject to, as a result of or by virtue of any of the occurrences referred to in Section 9.2(a)(i) in excess of the greater of (1) *** and (2) *** percent (***%) of the aggregate of all amounts paid to Seller by Buyer or its Transferees or their Transferees pursuant to Sections 2.4, 2.6 and 2.8 hereof, in the aggregate for all such Losses (the “Indemnification Cap”). Notwithstanding any other provision of this Section 9.2, (A) the Minimum Threshold and the Indemnification Cap shall not apply with respect to any Loss any Buyer Indemnitee suffers, sustains or becomes subject to as a result indemnifiable Losses otherwise payable under Section 12.2(a) and arising out of or by virtue of resulting from the causes enumerated in Section 12.2(a) shall be payable until such time as all such indemnifiable Losses shall aggregate to more than $50,000, after which xxxx Xxxxxx shall be liable in full for all indemnifiable Losses (x) any breach of Sections 4.1, 4.2, 4.13, 4.20 or 4.21 or including the first $50,000); and (yiii) the fraud or the willful misconduct on the part of Seller and (B) Seller Shares shall not be liable for any particular Loss unless the amount thereof exceeds *** (the “De Minimus Amount”) and all Losses in respect of any claim less than the De Minimus Amount shall be excluded from calculations with respect to the Minimum Threshold and the Indemnification Cap. Notwithstanding the foregoing, if a Buyer Indemnitee is determined under Section 9.2(b) to be entitled to indemnification hereunder in an amount (the “Specified Amount”) that is more than the then-applicable Indemnification Cap, then Seller shall pay Buyer from time to time upon Buyer’s request an amount which, together with any payments made by Seller in respect of the Specified Amount prior to such payment, equals the lesser of (x) the then-applicable Indemnification Cap and (y) the Specified Amount. (c) Except (i) as set forth in Sections 6.9, 6.11, 6.15 and 10.5 and (ii) with respect to claims based on fraud or willful misconduct on the part of Seller, the rights of Buyer Indemnitees under this Article 9 shall be provide the sole and exclusive remedies remedy against Seller for breaches of Buyer Indemnitees with respect to claims for which they are entitled to indemnification under the representations, warranties, covenants and agreement contained in this Agreement or otherwise relating to the transactions any agreement related thereto, provided, however, that are the subject of this Agreement. None of Buyer Indemnitees provision shall attempt to collect not limit any Losses arising pursuant to Section 9.2(a)(i) directly from Sellerrights or claims based on fraudulent or intentional misrepresentation, bad faith or willful misconduct.

Indemnification Obligation of Seller. (a) The Seller shall agrees to indemnify Buyer and its Affiliates, stockholders, officers, directors, employees, agents, representatives and successors and permitted assigns (each a “Buyer Indemnitee” andcollectively, collectively the “"Buyer Indemnitees”") in respect of, and save and hold each Buyer Indemnitee harmless against and pay on behalf of or reimburse each Buyer Indemnitee as and when incurred, any Losses which any Buyer Indemnitee or any of its Affiliates or any of their respective officers, directors, employees, agents or representatives or their respective successors or assigns suffers, sustains or becomes subject to as a result of or by virtue of, without duplication: (i) any facts or circumstances which constitute a misrepresentation or breach by the Seller of any representation or warranty made by Seller set forth in this Agreement (disregardingincluding any Schedule), for purposes or any certificate delivered by the Company pursuant to this Agreement as each such representation or warranty would read if all qualifications as to materiality (including without limitation the defined term ("Material Adverse Effect") were deleted therefrom (provided that the Seller is given written notice of such determination, any qualification misrepresentation or exception with respect to materiality or Material Adverse Effect contained thereinbreach during the survival period specified in Section 9.1 above);; or (ii) any nonfulfillment or breach of any covenant of the Seller set forth in this Agreement or any other Transaction Documents; or (iii) any Excluded Liabilities. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the CommissionAgreement. (b) Notwithstanding the foregoing, (i) the Seller shall not be required to indemnify the Buyer Indemnitees in respect of any Losses any which the Buyer Indemnitee suffersIndemnitees suffer, sustains sustain or becomes become subject to as a result of or by virtue of any of the occurrences referred to in Section 9.2(a)(i) above unless and until the aggregate amount of all such Losses exceeds *** ($125,000; provided, that in such event, Seller shall be responsible for the “Minimum Threshold”), at which point Seller will be obligated to indemnify Buyer for amount of all such Losses, from and including the first Dollar thereof and (ii) Losses in excess of $125,000. In no event shall the Seller be obligated to indemnify the Buyer Indemnitees under this Article 9 in respect of any Losses any Buyer Indemnitee suffers, sustains, or becomes subject to, as a result of or by virtue of any of the occurrences referred to in Section 9.2(a)(i) in excess of the greater of above $7,500,000. (1c) *** and (2) *** percent (***%) of the aggregate of all amounts paid to Seller by Buyer or its Transferees or their Transferees pursuant to Sections 2.4, 2.6 and 2.8 hereof, in the aggregate for all such Losses (the “Indemnification Cap”). Notwithstanding any other provision of this Agreement, and without limitation of Section 9.29.2(a) hereof, (A) Seller also agrees to Indemnify the Minimum Threshold Buyer Indemnitees in respect of, and the Indemnification Cap shall not apply with respect to save and hold each Buyer Indemnitee harmless against and pay on behalf of each Buyer Indemnitee or reimburse each Buyer Indemnitee for, as and when incurred, any Loss Losses which any Buyer Indemnitee suffers, sustains or becomes subject to as a result arising from or related to any of or by virtue of the following: (x) any breach of Sections 4.1, 4.2, 4.13, 4.20 or 4.21 or (yi) the fraud operation of the business of the Seller, or any activities or transactions undertaken by the willful misconduct Seller, or any obligations or liabilities of the Seller (including any obligations or liabilities of the Seller that become obligations or liabilities of any Buyer Indemnitee under any theory of successor liability or otherwise by operation of law), in each case to the extent that the foregoing are not related to, or did not arise in connection with, the conduct of the Business by the Company; (ii) the failure of the Company to file on a timely basis correct and complete Tax Returns with respect to, or to withhold and pay to the part of Seller appropriate taxing authority, all Taxes required to be withheld and (B) Seller shall not be liable for any particular Loss unless the amount thereof exceeds *** (the “De Minimus Amount”) and all Losses paid in respect of any payments, loans or distributions by TCC to TEC made or transfer pricing related to transactions between TCC and TEC occurring on or prior to the Closing Date; (iii) any Pre-Closing Environmental Condition which is required to be investigated or remediated consistent with the requirements of any Environmental, Health and Safety Law. (iv) the failure of the Seller to make all filings and take all actions necessary, on or within 90 days after August 31, 1999, to record with the United States Patent and Trademark Office the assignment of the Xxxxx Patents to the Company; (v) Seller's not registering with the Securities and Exchange Commission the offer and sale pursuant to the Seller's DC Plan of common stock of the Seller and Plan interests; (vi) the litigation captioned AMERICAN BUMPER & MFG. CO. TRANSTECHNOLOGY CORP. AND TRW, INC.; (vii) any action, suit, claim less than or proceeding alleging the De Minimus Amount Seller's failure to comply with Section 271 of the DGCL; and (viii) any obligation of the Company to provide post-retirement medical benefits and any obligation to provide mandatory contributions (excluding any basic contribution paid only to employees employed on the last day of the plan year) to the Company's defined contribution plans pursuant to the terms of the Xxxxx Agreement, to the extent that the aggregate of such liabilities, as of the Closing, exceeds $2,200,000, and for this purpose, the amount of each such liability shall be excluded from calculations determined using such methodologies (including, without limitation, with respect to the Minimum Threshold rate of increases in compensation), interest rates and the Indemnification Cap. Notwithstanding the foregoing, if a other factors as are mutually acceptable to Buyer Indemnitee is determined under Section 9.2(b) to be entitled to indemnification hereunder in an amount (the “Specified Amount”) that is more than the then-applicable Indemnification Cap, then Seller shall pay Buyer from time to time upon Buyer’s request an amount which, together with any payments made by and Seller in respect the exercise of the Specified Amount prior to such payment, equals the lesser of (x) the then-applicable Indemnification Cap and (y) the Specified Amount. (c) Except (i) as their reasonable discretion. The obligations set forth in Sections 6.9, 6.11, 6.15 and 10.5 and (iithis Section 9.2(c) with respect shall not be subject to claims based on fraud or willful misconduct on any of the part provisions of Seller, the rights of Buyer Indemnitees under this Article 9 shall be the sole and exclusive remedies of Buyer Indemnitees with respect to claims for which they are entitled to indemnification under this Agreement or otherwise relating to the transactions that are the subject of this Agreement. None of Buyer Indemnitees shall attempt to collect any Losses arising pursuant to Section 9.2(a)(i) directly from Seller9.2(b).

Indemnification Obligation of Seller. (a) Seller shall SELLER will reimburse, indemnify Buyer and hold harmless BUYER, and its successors and permitted assigns (each a “Buyer Indemnitee” and, collectively the “Buyer Indemnitees”) in respect of, and save and hold each Buyer Indemnitee harmless against any Losses which any Buyer Indemnitee or any of its Affiliates or any of their respective officers, directors, employeesshareholders, agents and the Note holders (each such person is referred to herein as “BUYER” or representatives or their respective successors or assigns suffers, sustains or becomes subject to as a “SELLER Indemnified Party”): (a) Except for a breach of the representation of BUYER as set forth in Section 3.2, any and all claims, losses, damages, actions, suits and claims, or legal, administrative, arbitral, governmental or other proceedings or investigations against any SELLER Indemnified Party, that relate to SELLER, the Business or the Purchased Assets and which result from or arise out of any event, occurrence, action, inaction, omission or transaction occurring on or prior to the Closing Date by the SELLER; (b) With respect to the representations set forth in Section 3 and Schedule 3.1.17, any and all claims, losses, damages, actions, suits, claims or legal, administrative, arbitral, governmental or other proceedings involving SELLER Indemnified Party that relate to environmental, safety or health matters arising from the Business, the Purchased Assets and/or SELLER’s ownership, use, operation, or occupancy of any real property or improvements that occurred prior to the Closing Date and; (c) any and all damages, losses, settlement payments, deficiencies, liabilities, costs and expenses suffered, sustained, incurred or required to be paid by any SELLER Indemnified Party because of or by virtue that result from, relate to or arise out of the untruth, inaccuracy or breach of, without duplication: or the failure to fulfill, any representation, warranty, agreement, covenant or statement (i) of SELLER contained in this Agreement or (ii) contained in any facts certificate, schedule, statement, document, agreement or circumstances which constitute a misrepresentation instrument furnished to SELLER Indemnified Party by or breach on behalf of SELLER at the Closing; (d) all Excluded Liabilities; (e) any and all actions, suits, claims, proceedings, investigation, demands, assessments, audits, fines, judgments, costs and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing or to the enforcement of this Section 5.1 to the extent SELLER Indemnified Party prevails in such enforcement action. SELLER Indemnified Party shall promptly notify SELLER of the existence of any representation or warranty made by Seller matter to which the obligations set forth in this Agreement (disregardingparagraph shall apply, for purposes and shall give SELLER reasonable opportunity to defend any claim or litigation at its own expense, with counsel of its own selection approved by SELLER Indemnified Party; provided that SELLER Indemnified Party shall also at all times have the right fully to participate in such determinationdefense at its own expense. If SELLER shall fail, within a reasonable time after such notice, to defend such claim or litigation, SELLER Indemnified Party, or any qualification successor to the business and assets of SELLER, shall have the right, but not the obligation, to defend, compromise or exception with respect settle any such claim or litigation; Notwithstanding anything to materiality the contrary in Section 5.1 above, SELLER shall cause BUYER to indemnify the Seller Indemnified Parties from any and all claims, losses, damages, actions, suits and claims, or Material Adverse Effect contained therein); (ii) legal, administrative, arbitral, governmental or other proceedings or investigations against any nonfulfillment or breach of any covenant of Seller Indemnified Party arising from the obligations set forth in this Agreement or any other Transaction Documents; or (iii) any Excluded Liabilities. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment on Schedule A hereto and filed separately with the Commission. (b) Notwithstanding the foregoing, (i) Seller shall not be required to indemnify Buyer Indemnitees in respect of any Losses any Buyer Indemnitee suffers, sustains or becomes subject to as a result of or being assumed by virtue of any of the occurrences referred to in Section 9.2(a)(i) above unless and until the aggregate of all such Losses exceeds *** (the “Minimum Threshold”), at which point Seller will be obligated to indemnify Buyer for all such Losses, from and including the first Dollar thereof and (ii) in no event shall Seller be obligated to indemnify Buyer Indemnitees in respect of any Losses any Buyer Indemnitee suffers, sustains, or becomes subject to, as a result of or by virtue of any of the occurrences referred to in Section 9.2(a)(i) in excess of the greater of (1) *** and (2) *** percent (***%) of the aggregate of all amounts paid to Seller by Buyer or its Transferees or their Transferees pursuant to Sections 2.4, 2.6 and 2.8 hereof, in the aggregate for all such Losses (the “Indemnification Cap”). Notwithstanding any other provision of this Section 9.2, (A) the Minimum Threshold and the Indemnification Cap shall not apply with respect to any Loss any Buyer Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of (x) any breach of Sections 4.1, 4.2, 4.13, 4.20 or 4.21 or (y) the fraud or the willful misconduct on the part of Seller and (B) Seller shall not be liable for any particular Loss unless the amount thereof exceeds *** (the “De Minimus Amount”) and all Losses in respect of any claim less than the De Minimus Amount shall be excluded from calculations with respect to the Minimum Threshold and the Indemnification Cap. Notwithstanding the foregoing, if a Buyer Indemnitee is determined under Section 9.2(b) to be entitled to indemnification hereunder in an amount (the “Specified Amount”) that is more than the then-applicable Indemnification Cap, then Seller shall pay Buyer from time to time upon Buyer’s request an amount which, together with any payments made by Seller in respect of the Specified Amount prior to such payment, equals the lesser of (x) the then-applicable Indemnification Cap and (y) the Specified Amount. (c) Except (i) as set forth in Sections 6.9, 6.11, 6.15 and 10.5 and (ii) with respect to claims based on fraud or willful misconduct on the part of Seller, the rights of Buyer Indemnitees under this Article 9 shall be the sole and exclusive remedies of Buyer Indemnitees with respect to claims for which they are entitled to indemnification under this Agreement or otherwise relating to the transactions that are the subject of this Agreement. None of Buyer Indemnitees shall attempt to collect any Losses arising pursuant to Section 9.2(a)(i) directly from Seller.

Indemnification Obligation of Seller. From and after the Closing, Seller will reimburse, indemnify and hold harmless each of the Buying Parties and their successors and assigns (an "Indemnified Buyer Party") against and in respect of: (a) Seller shall indemnify any and all damages, losses, deficiencies, liabilities, costs and expenses incurred or suffered by any Indemnified Buyer and its successors and permitted assigns (each a “Buyer Indemnitee” andParty that result from, collectively the “Buyer Indemnitees”) in respect relate to or arise out of, and save and hold each Buyer Indemnitee harmless against any Losses which any Buyer Indemnitee or any of its Affiliates or any of their respective officers, directors, employees, agents or representatives or their respective successors or assigns suffers, sustains or becomes subject to as a result of or by virtue of, without duplication: (i) any facts or circumstances which constitute a misrepresentation or breach and all liabilities and obligations of Seller of any representation or warranty made by Seller set forth nature whatsoever not disclosed in this Agreement (disregarding, for purposes of such determination, any qualification or exception with respect to materiality or Material Adverse Effect contained therein)and expressly assumed by the Buying Parties; (ii) any nonfulfillment and all actions, suits, claims, or breach legal, administrative, arbitration, governmental or other proceedings or investigations against any Indemnified Buyer Party that relate to Seller or the Practice in which the principal event giving rise thereto occurred prior to the Closing Date or which result from or arise out of any covenant action or inaction of Seller set forth in this Agreement or any other Transaction Documentsdirector, officer, employee, agent, representative or subcontractor of Seller prior to the Closing Date; or (iii) any Excluded Liabilities. *** Portions misrepresentation, breach of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (b) Notwithstanding the foregoing, (i) Seller shall not be required to indemnify Buyer Indemnitees in respect warranty or nonfulfillment of any Losses any Buyer Indemnitee suffers, sustains agreement or becomes subject to as a result of or by virtue of any of the occurrences referred to in Section 9.2(a)(i) above unless and until the aggregate of all such Losses exceeds *** (the “Minimum Threshold”), at which point Seller will be obligated to indemnify Buyer for all such Losses, from and including the first Dollar thereof and (ii) in no event shall Seller be obligated to indemnify Buyer Indemnitees in respect of any Losses any Buyer Indemnitee suffers, sustains, or becomes subject to, as a result of or by virtue of any of the occurrences referred to in Section 9.2(a)(i) in excess of the greater of (1) *** and (2) *** percent (***%) of the aggregate of all amounts paid to Seller by Buyer or its Transferees or their Transferees pursuant to Sections 2.4, 2.6 and 2.8 hereof, in the aggregate for all such Losses (the “Indemnification Cap”). Notwithstanding any other provision of this Section 9.2, (A) the Minimum Threshold and the Indemnification Cap shall not apply with respect to any Loss any Buyer Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of (x) any breach of Sections 4.1, 4.2, 4.13, 4.20 or 4.21 or (y) the fraud or the willful misconduct covenant on the part of Seller or Shawx xxxer this Agreement or the Related Agreements, or from any misrepresentation in or omission from any certificate, schedule, statement, document or instrument furnished to the Buying Parties pursuant hereto or in connection with the negotiation, execution or performance of this Agreement, or the Related Agreements; and (b) any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs and other expenses (Bincluding, without limitation, reasonable legal fees and expenses and court costs) Seller incident to any of the foregoing or to the enforcement of this Section 5. 1. Each of the Buying Parties shall not be liable have the right to set-off their respective payment obligations under the Notes for any particular Loss unless the amount thereof exceeds *** (the “De Minimus Amount”) and all Losses in respect indemnification obligations of any claim less than the De Minimus Amount shall be excluded from calculations with respect Seller herein to the Minimum Threshold full extent of such indemnification obligation and without regard to which of the Indemnification CapBuying Parties has incurred or suffered the loss or damage. Notwithstanding Without limiting the foregoing, if a Buyer Indemnitee is determined under Section 9.2(b) such right of set-off shall apply to be entitled Diasti's right to indemnification hereunder in an amount (recover liquidated damages from Shawx xxxsuant to the “Specified Amount”) that is more than Employment Agreement. The Seller's liability and obligation to indemnify the thenBuying Parties and/or the Buying Parties' right to set-applicable Indemnification Cap, then Seller off against the deferred portion of the Purchase Price shall pay Buyer from time to time upon Buyer’s request an amount whichnot commence or accrue until the Buying Parties, together with or separately, have suffered or incurred aggregate claims, losses or damages (including costs and attorneys' fees and expenses) in excess of Ten Thousand and No/100 Dollars ($10,000.00) in any payments made by Seller in respect of the Specified Amount prior to such payment, equals the lesser of twelve (x12) the then-applicable Indemnification Cap and (y) the Specified Amount. (c) Except (i) as month period. The Seller's indemnification obligations set forth in Sections 6.9, 6.11, 6.15 and 10.5 and (ii) with respect to claims based on fraud or willful misconduct on the part herein shall not include indemnification of Seller, the rights of an Indemnified Buyer Indemnitees under this Article 9 shall be the sole and exclusive remedies of Buyer Indemnitees with respect to claims Party for which they are entitled to indemnification under this Agreement or otherwise such party's internal expenses relating to the transactions that are the subject of this Agreement. None of Buyer Indemnitees shall attempt to collect any Losses arising pursuant to Section 9.2(a)(i) directly from Selleremployee time spent investigating and defending a matter or claim.