Common use of Indemnification of Buyer Clause in Contracts

Indemnification of Buyer. (A) After the Closing, subject to Sections 7.1(B), 7.5 and 7.6, Seller shall indemnify Buyer against, and hold Buyer harmless from, any loss, damage, cost, liability or expense (including reasonable costs of defense and investigations, settlements, and reasonable attorneys' fees) or penalties or fines (collectively "Losses") Buyer incurs or becomes subject to, to the extent arising out of or resulting from any inaccuracy in or breach of any of the (i) representations and warranties or (ii) covenants made by Seller herein (any such Loss being referred to herein as "Buyer Indemnified Loss"); provided that Seller shall have no liability under Section 7.1(A) unless the aggregate of all Buyer Indemnified Losses for which Seller would, but for this proviso, be liable exceeds on a cumulative basis $1,000,000, and then only to the extent of any such excess; and further provided that Seller shall not have any liability under Section 7.1(A) for any individual item where the Loss relating to such item is less than $25,000; and further provided that, in the case of Section 4.1.16, in no event shall the aggregate liability of Seller exceed $4,000,000; and further provided that the aggregate liability of Seller under this Section 7.1(A) for Buyer Indemnified Losses (excluding Buyer Indemnified Losses resulting from a breach of Sections 4.1.2 or 4.1.5(B) and excluding purchase price adjustments and matters covered by separate agreement executed concurrently herewith which state that they are not subject to such limitations) shall in no event exceed $10,000,000; and further provided that Seller's liability with respect to a breach of the representations in Section 4.1.2 and 4.1.5(B) shall not exceed the Purchase Price; and further provided that the aggregate liability of Seller under this Agreement (including Buyer Indemnified Losses resulting from breach of Section 4.1.2 or 4.1.5(B)) and under any certificate to be delivered by Seller or its Affiliates at the Closing and under any agreement delivered in connection herewith shall in no event exceed the Purchase Price; and further provided that in no event shall Seller have any obligation to indemnify Buyer with respect to any Losses arising out of default by the Company or the Subsidiaries under the credit agreements or security agreements with respect to the Long Term Debt (x) unless such default is a default with respect to (i) the payment of principal, interest, fees or other expenses required to be paid under such credit agreements or security agreements, (ii) any requirements of such credit agreements or security agreements to deposit, maintain, return or restore funds in or to project accounts or reserve accounts, or (iii) the use, application or distribution of funds, including payments to Seller, Dominion and their respective Affiliates, or (y) unless Seller had knowledge of such default at or prior to the Closing. (B) The representations and warranties in this Agreement and in any other document or certificate to be delivered at the Closing pursuant hereto shall survive the Closing solely for purposes of this Article VII and shall terminate 540 days after the Closing Date, except for (i) Sections 4.1.2,

Indemnification of Buyer. (Aa) After Subject to the Closing, subject to Sections 7.1(B), 7.5 and 7.6limitations contained in this Section 11, Seller shall indemnify agrees to indemnify, defend and hold harmless Buyer againstand its Affiliates (each, a "Buyer Indemnified Party") from and against any and all losses, liabilities, and hold Buyer harmless fromdamages, any loss, damage, cost, liability or expense costs and expenses (including reasonable costs fees and disbursements of defense counsel) (hereinafter individually, a "Loss" and investigationscollectively, settlements, and reasonable attorneys' fees) or penalties or fines (collectively "Losses") Buyer incurs which arise out of, or becomes subject toresult from, to the extent arising out of or resulting from (i) any inaccuracy in or any breach of any representation or warranty of Seller contained in this Agreement or in the officer's certificate delivered by Seller pursuant to Section 9.1(e), (ii) any breach of any covenant or agreement of Seller contained in this Agreement, or (iii) any Excluded Liability. (b) No claim may be made against Seller for indemnification pursuant to clause (i) representations and warranties or (iiof Section 11.2(a) covenants made by Seller herein (with respect to any such Loss being referred to herein as "Buyer Indemnified individual item of Loss"); provided that Seller shall have no liability under Section 7.1(A) , unless the aggregate of all Losses of the Buyer Indemnified Losses for which Parties with respect to clause (i) of Section 11.2(a) shall exceed Two Million Five Hundred Thousand Dollars ($2,500,000), and Seller would, but for this proviso, shall not be required to pay or be liable exceeds on a cumulative basis for the first Two Million Five Hundred Thousand Dollars ($1,000,000, and then only to the extent 2,500,000) in aggregate amount of any such excess; and further provided that Seller Losses. The Buyer Indemnified Parties shall not have any liability under Section 7.1(Abe indemnified pursuant to clause (i) for any individual item where the Loss relating to such item is less than $25,000; and further provided that, in the case of Section 4.1.16, in no event shall the aggregate liability of Seller exceed $4,000,000; and further provided that the aggregate liability of Seller under this Section 7.1(A11.2(a) for Buyer Indemnified Losses (excluding Buyer Indemnified Losses resulting from a breach of Sections 4.1.2 or 4.1.5(B) and excluding purchase price adjustments and matters covered by separate agreement executed concurrently herewith which state that they are not subject to such limitations) shall in no event exceed $10,000,000; and further provided that Seller's liability with respect to a breach of the representations in Section 4.1.2 and 4.1.5(B) shall not exceed the Purchase Price; and further provided that the aggregate liability of Seller under this Agreement (including Buyer Indemnified Losses resulting from breach of Section 4.1.2 or 4.1.5(B)) and under any certificate to be delivered by Seller or its Affiliates at the Closing and under any agreement delivered in connection herewith shall in no event exceed the Purchase Price; and further provided that in no event shall Seller have any obligation to indemnify Buyer with respect to any individual item of Loss if the aggregate of all Losses arising out of default by for which the Company or the Subsidiaries under the credit agreements or security agreements with respect Buyer Indemnified Parties have received indemnification pursuant to the Long Term Debt (x) unless such default is a default with respect to clause (i) the payment of principal, interest, fees or other expenses required to be paid under such credit agreements or security agreements, Section 11.2(a) shall have exceeded Thirty Million Dollars (ii) any requirements of such credit agreements or security agreements to deposit, maintain, return or restore funds in or to project accounts or reserve accounts, or (iii) the use, application or distribution of funds, including payments to Seller, Dominion and their respective Affiliates, or (y) unless Seller had knowledge of such default at or prior to the Closing$30,000,000). (Bc) The representations Each Buyer Indemnified Party shall give Seller prompt written notice of any claim, assertion, event or proceeding (collectively, a "Buyer Claim") by or in respect of a third party of which such Buyer Indemnified Party has knowledge concerning any Loss as to which such Buyer Indemnified Party may request indemnification hereunder or any Loss as to which the Two Million Five Hundred Thousand Dollar ($2,500,000) amount referred to in subsection (b) of this Section 11.2 may be applied. Seller shall have the right to direct, through counsel of its own choosing, the defense or settlement of any such Buyer Claim at its own expense. If Seller elects to assume the defense of any such Buyer Claim, such Buyer Indemnified Party may participate in such defense, but in such case the expenses of such Buyer Indemnified Party shall be paid by such Buyer Indemnified Party. Such Buyer Indemnified Party shall provide Seller with access to its records and warranties personnel relating to any such Buyer Claim during normal business hours and shall otherwise cooperate with Seller in this Agreement the defense or settlement thereof, and Seller shall reimburse such Buyer Indemnified Party for all its reasonable out-of-pocket expenses in connection therewith. If Seller elects to direct the defense of any other document such Buyer Claim, such Buyer Indemnified Party shall not pay, or certificate permit to be delivered at paid, any part of any Loss arising from such Buyer Claim, unless Seller consents in writing to such payment or unless Seller, subject to the Closing pursuant hereto shall survive the Closing solely for purposes last sentence of this Article VII subsection (c), withdraws from the defense of such asserted liability, or unless a final judgment from which no appeal may be taken by or on behalf of Seller is entered against the Buyer Indemnified Party for such Loss. If Seller shall fail to defend any Buyer Claim, or if, after commencing or undertaking any such defense, fails to prosecute or withdraws from such defense, such Buyer Indemnified Party shall have the right to undertake the defense or settlement thereof, at Seller's expense. If such Buyer Indemnified Party assumes the defense of such Buyer Claim pursuant to this subsection (c) and proposes to settle such Buyer Claim prior to a final judgment thereof or to forego appeal with respect thereto, then such Buyer Indemnified Party shall terminate 540 days after give Seller prompt written notice thereof and Seller shall have the Closing Date, except for (i) Sections 4.1.2,right to participate in the settlement or assume or reassume the defense of such Buyer Claim.

Indemnification of Buyer. (Aa) After Subject to the Closing, subject to Sections 7.1(B), 7.5 and 7.6further limitations contained herein, Seller shall indemnify Buyer against, and hold harmless Buyer harmless fromand its officers, directors, agents, representatives, stockholders and employees (each hereinafter referred to individually as a “Buyer Indemnified Person” and collectively as “Buyer Indemnified Persons”) from and against any lossand all losses, damagecosts, costdamages, liability or expense Liabilities and expenses actually incurred by them (including reasonable attorneys’ fees, other professionals’ and experts’ fees, costs of defense investigation and investigationscourt costs) (hereinafter collectively referred to as “Damages”), settlements, and reasonable attorneys' fees) or penalties or fines (collectively "Losses") Buyer incurs or becomes subject to, to the extent arising out of from or resulting from from: (i) any inaccuracy failure of any representation or warranty made by Seller in or this Agreement to be true and correct as of the Closing Date; (ii) any breach of any of the covenants or agreements made by Seller in this Agreement; (iii) any Excluded Liability or Excluded Asset; and (iv) any claim, action, allegation, proceeding brought by any Person which, if true, would be otherwise indemnifiable by Seller Group under clause (i), (ii) or (iii) above (the defense of which shall be controlled solely and exclusively by Buyer Indemnified Persons). (b) The Seller’s indemnification obligations under Section 10.1(a)(i) (and Section 10(a)(iv) with respect thereto), other than with respect to any breach of the representations and warranties or contained in Sections 4.1, 4.2, 4.5 and 4.6(a) (iithe “Fundamental Representations”), and other than with respect to any breach of the representations and warranties contained in Section 4.7, shall survive for a period of eighteen (18) covenants made by Seller herein months following the Closing Date. The Seller’s indemnification obligations under Section 10.1(a)(i) (and Section 10(a)(iv) with respect thereto) with respect to the Fundamental Representations, and under Section 10.1(a)(ii) and 10.1(a)(iii) (and Section 10(a)(iv) with respect thereto) shall survive until the expiration of the applicable statute of limitations with respect to such matters. The Seller’s indemnification obligations under Section 10.1(a)(i) (and Section 10(a)(iv) with respect thereto), with respect to any such Loss being referred to herein as "breach of the representations and warranties contained in Section 4.7 shall survive for a period of thirty-six (36) months following the Closing Date. (c) The Buyer Indemnified Loss"); provided that Seller shall have no liability under Section 7.1(A) unless the aggregate of all Buyer Indemnified Losses for which Seller would, but for this proviso, Persons will not be liable exceeds on a cumulative basis $1,000,000entitled to indemnification under, and then only to the extent of any such excess; and further provided that neither Seller shall not have any liability indemnification obligation with respect to, Section 10.1(a)(i) until such time as the total amount of all Damages that have been actually incurred by any one or more of the Buyer Indemnified Persons, and for which the Buyer Indemnified Persons would be entitled to indemnification under Section 7.1(A) 10.1(a)(i), but for any individual item where this Section 10.1(c), exceeds $250,000 (the Loss relating to such item is less than $25,000; and further provided that“Threshold Amount”), in which case the case of Section 4.1.16, in no event shall the aggregate liability of Seller exceed $4,000,000; and further provided that the aggregate liability of Seller under this Section 7.1(A) for Buyer Indemnified Losses (excluding Persons will be entitled to indemnification hereunder for the total Damages that have been actually incurred by any one or more of the Buyer Indemnified Losses resulting from a breach of Sections 4.1.2 or 4.1.5(B) and excluding purchase price adjustments and matters covered by separate agreement executed concurrently herewith which state that they are not subject to such limitations) shall in no event exceed $10,000,000; and further provided that Seller's liability with respect to a breach of the representations in Section 4.1.2 and 4.1.5(B) shall not exceed the Purchase Price; and further provided that the aggregate liability of Seller under this Agreement Persons (including Buyer Indemnified Losses resulting from breach of Section 4.1.2 or 4.1.5(BThreshold Amount)) and under any certificate to be delivered by Seller or its Affiliates at the Closing and under any agreement delivered in connection herewith shall in no event exceed the Purchase Price; and further provided that in no event shall Seller have any obligation to indemnify Buyer with respect to any Losses arising out of default by the Company or the Subsidiaries under the credit agreements or security agreements with respect to the Long Term Debt (x) unless such default is a default with respect to (i) the payment of principal, interest, fees or other expenses required to be paid under such credit agreements or security agreements, (ii) any requirements of such credit agreements or security agreements to deposit, maintain, return or restore funds in or to project accounts or reserve accounts, or (iii) the use, application or distribution of funds, including payments to Seller, Dominion and their respective Affiliates, or (y) unless Seller had knowledge of such default at or prior to the Closing. (B) The representations and warranties in this Agreement and in any other document or certificate to be delivered at the Closing pursuant hereto shall survive the Closing solely for purposes of this Article VII and shall terminate 540 days after the Closing Date, except for (i) Sections 4.1.2,

Indemnification of Buyer. (A) After Subject to Section 10.01, the Closing, subject Sellers agree to Sections 7.1(B), 7.5 and 7.6, Seller shall indemnify the Buyer against, and hold Buyer it harmless fromagainst and in respect of any and all payments, any lossdamages, damageclaims, costdemands, liability or expense (losses, expenses, costs, obligations and liabilities, including reasonable costs of defense and investigations, settlements, and without limitation reasonable attorneys' fees) or penalties or fines fees (collectively collectively, "Losses") Buyer incurs which arise or becomes subject to, to the extent arising out of or resulting result from any inaccuracy in or breach of any of the Sellers' representations or warranties contained herein or in any certificate delivered pursuant hereto or the failure of the Sellers to perform any of their covenants or agreements contained herein or in any certificate delivered pursuant hereto. Notwithstanding the foregoing, (a) the Sellers shall have no obligation to make indemnification payments hereunder that exceed in the aggregate (i) representations and warranties or $10,000,000; (iib) covenants made by Seller herein (any such Loss being referred to herein as "Buyer Indemnified Loss"); provided that Seller the Sellers shall have no liability under Section 7.1(A) unless the aggregate of all Buyer Indemnified Losses for which Seller would, but for this proviso, be liable exceeds on a cumulative basis $1,000,000, and then only to the extent of any such excess; and further provided that Seller shall not have any liability under Section 7.1(A) for any individual item where the Loss relating to such item is less than $25,000; and further provided that, in the case of Section 4.1.16, in no event shall the aggregate liability of Seller exceed $4,000,000; and further provided that the aggregate liability of Seller under this Section 7.1(A) for Buyer Indemnified Losses (excluding Buyer Indemnified Losses resulting from a breach of Sections 4.1.2 or 4.1.5(B) and excluding purchase price adjustments and matters covered by separate agreement executed concurrently herewith which state that they are not subject to such limitations) shall in no event exceed $10,000,000; and further provided that Seller's liability with respect to a breach of the representations in Section 4.1.2 and 4.1.5(B) shall not exceed the Purchase Price; and further provided that the aggregate liability of Seller under this Agreement (including Buyer Indemnified Losses resulting from breach of Section 4.1.2 or 4.1.5(B)) and under any certificate to be delivered by Seller or its Affiliates at the Closing and under any agreement delivered in connection herewith shall in no event exceed the Purchase Price; and further provided that in no event shall Seller have any obligation to indemnify or hold harmless the Buyer with respect to any single Loss which is less than $100,000 (it being agreed upon that notwithstanding the terms "material" and "material taken as a whole", any Loss in excess of $100,000 shall be an indemnifiable Loss, subject to the other limitations contained herein); (d) each Seller shall be liable severally, and not jointly, for all Losses arising out of default by any breach of such Seller's representations and warranties contained in Article III, for an amount not to exceed such Seller's pro rata share of the Company aggregate indemnification obligation set forth in Subsection 10.02(a), provided that each Seller shall be liable severally, and not jointly, for all Losses arising out of any breach of the representations and warranties contained in Section 3.01 and the first sentence of Section 3.03 for an amount not to exceed such Seller's pro rata share of the Final Purchase Price; (e) the Sellers shall not be obligated to indemnify or hold harmless the Subsidiaries under the credit agreements or security agreements Buyer with respect to Losses relating to Environmental Laws, Environmental Claims or any breach of the Long Term Debt representations and warranties contained in Section 4.21, except to the extent such Losses represent amounts actually incurred by the Buyer for the performance of remedial action or the payment of any fine, penalty or damage award in each case ordered by any court or governmental agency or in reasonable settlement of a claim of noncompliance with any Environmental Laws asserted by any governmental agency or other third party (xand related out-of-pocket fees and expenses); (f) unless such default is a default the Sellers shall not be obligated to indemnify or hold harmless the Buyer with respect to (i) Losses arising out of breaches of the payment representations or warranties of principal, interest, fees or other expenses required to be paid under such credit agreements or security agreements, (ii) any requirements of such credit agreements or security agreements to deposit, maintain, return or restore funds in or to project accounts or reserve accounts, or (iii) the use, application or distribution of funds, including payments to Seller, Dominion and their respective Affiliates, or (y) unless Seller had knowledge of such default Sellers known by the Buyer at or prior to the Closing.date of this Agreement; (Bg) The representations and warranties except for amounts referred to in this Agreement the proviso to Subsection 10.02(d), the sole source for payment of any amounts payable by the Sellers in respect of indemnifiable Losses shall be the amount held by the Escrow Agent under the Escrow Agreement. In determining the foregoing thresholds and in otherwise determining the amount of any Losses for which the Buyer is entitled to assert a claim for indemnification, the amount of any such Losses shall be determined after deducting therefrom the amount of any insurance proceeds or other document third party recoveries received by the Buyer, the Company or certificate any Subsidiary in respect of such Losses (which recoveries the Buyer agrees to be delivered at use diligent efforts to obtain) and the Closing pursuant hereto amount of any net tax benefit related thereto. If an indemnification payment is received by the Buyer, and the Buyer, the Company or any Subsidiary later receives insurance proceeds, other third party recoveries, or net tax benefits in respect of the related Losses, the Buyer shall survive immediately pay to the Closing solely Agent, for purposes the account of this Article VII and shall terminate 540 days after the Closing DateSellers that made such indemnification payment, except for a sum equal to the lesser of (i) Sections 4.1.2,the actual amount of insurance proceeds, other third party recoveries, or net tax benefit or (ii) the actual amount of the indemnification payment previously paid by the Sellers with respect to such Losses.

Indemnification of Buyer. (A) After From and after the Closing, Closing Date and subject to Sections 7.1(B)the terms and conditions of this Section 9.01, 7.5 Buyer and 7.6its Affiliates (collectively, Seller shall indemnify the "Buyer against, and hold Buyer harmless from, any loss, damage, cost, liability or expense (including reasonable costs of defense and investigations, settlements, and reasonable attorneys' fees) or penalties or fines (collectively "LossesIndemnitees") Buyer incurs or becomes subject to, shall each be indemnified and held harmless to the extent set forth in this Article IX by Seller in respect of any and all Damages actually incurred by any Buyer Indemnitee: (a) as a result of any misrepresentation in or breach of or failure to perform any representation, warranty, covenant and/or agreement made by Seller in this Agreement; provided, however, that Seller, with respect to Damages incurred by any Buyer Indemnitee as a result of any such misrepresentation, breach or failure other than those described in clauses (i) or (ii) of Section 9.03(c) (as to which the limits described in this proviso shall not apply), shall have no obligation under this clause (i) of Section 9.01(a) unless and until the aggregate amount of Damages so incurred by all Buyer Indemnitees collectively exceeds Fifteen Million Dollars ($15,000,000), whereupon Seller shall be liable to indemnify the Buyer Indemnitees for all such Damages in excess of such amount up to a maximum amount equal to the Purchase Price; (b) as a result of any violations or infringements of any material Applicable Law, or any order, writ, injunction or decree of any Governmental Authority, but only to the extent that such violation or infringement occurs prior to the Closing Date; or (c) as a result of any liability arising out of or resulting from any inaccuracy in connection with the litigation described in Schedule 9.01(c) or breach of any by or among one or more of the (i) representations and warranties parties to such litigation identified therein or (ii) covenants made by Seller herein (any such Loss being referred arising out of the facts giving rise to herein as "Buyer Indemnified Loss"); provided that Seller shall have no liability under Section 7.1(A) unless the aggregate of all Buyer Indemnified Losses for which Seller would, but for this proviso, be liable exceeds on a cumulative basis $1,000,000matters described therein, and then only to the extent of any such excess; all counter-claims, cross-claims and further provided that Seller shall not have any liability under Section 7.1(A) for any individual item where the Loss other actions relating to such item is less than $25,000; and further provided that, in the case of Section 4.1.16, in no event shall the aggregate liability of Seller exceed $4,000,000; and further provided that the aggregate liability of Seller under this Section 7.1(A) for Buyer Indemnified Losses (excluding Buyer Indemnified Losses resulting from a breach of Sections 4.1.2 or 4.1.5(B) and excluding purchase price adjustments and matters covered by separate agreement executed concurrently herewith which state that they are not subject to such limitations) shall in no event exceed $10,000,000; and further provided that Seller's liability thereto. Any indemnity arising with respect to a breach of the representations in Section 4.1.2 and 4.1.5(B) Taxes shall not exceed the Purchase Price; and further provided that the aggregate liability of Seller under this Agreement (including Buyer Indemnified Losses resulting from breach of Section 4.1.2 or 4.1.5(B)) and under any certificate to be delivered by Seller or its Affiliates at the Closing and under any agreement delivered in connection herewith shall in no event exceed the Purchase Price; and further provided that in no event shall Seller have any obligation to indemnify Buyer with respect to any Losses arising out of default governed by the Company or the Subsidiaries under the credit agreements or security agreements with respect to the Long Term Debt (x) unless such default is a default with respect to (i) the payment provisions of principal, interest, fees or other expenses required to be paid under such credit agreements or security agreements, (ii) any requirements of such credit agreements or security agreements to deposit, maintain, return or restore funds in or to project accounts or reserve accounts, or (iii) the use, application or distribution of funds, including payments to Seller, Dominion and their respective Affiliates, or (y) unless Seller had knowledge of such default at or prior to the ClosingArticle XI below. (B) The representations and warranties in this Agreement and in any other document or certificate to be delivered at the Closing pursuant hereto shall survive the Closing solely for purposes of this Article VII and shall terminate 540 days after the Closing Date, except for (i) Sections 4.1.2,

Indemnification of Buyer. (A) After Subject to the Closinglimitations set forth in this Article VIII, subject to Sections 7.1(B)the Sellers, 7.5 jointly and 7.6severally, Seller shall indemnify Buyer againstindemnify, defend and hold harmless the Buyer harmless fromand its officers, directors, agents, employees and Affiliates (collectively, “Buyer Indemnified Persons”) from and against any and all loss, liability, deficiency, damage, cost, liability diminution in value or expense (including reasonable legal expenses and costs of defense and investigations, settlements, including interest and reasonable attorneys' feespenalties) or penalties or fines (collectively "Losses"a “Loss”) Buyer incurs or becomes subject to, to the extent arising out of of, relating to or resulting from any inaccuracy in or breach of any of the (i) representations and warranties any breach (or (ii) covenants made by Seller herein (any such Loss being referred to herein as "Buyer Indemnified Loss"); provided that Seller shall have no liability under Section 7.1(A) unless the aggregate of all Buyer Indemnified Losses for which Seller would, but for this proviso, be liable exceeds on a cumulative basis $1,000,000, and then only to the extent of any such excess; and further provided that Seller shall not have any liability under Section 7.1(A) for any individual item where the Loss relating to such item is less than $25,000; and further provided third party allegation that, in the case if true would constitute a breach) of Section 4.1.16, in no event shall the aggregate liability of Seller exceed $4,000,000; and further provided that the aggregate liability of Seller under this Section 7.1(A) for Buyer Indemnified Losses (excluding Buyer Indemnified Losses resulting from a breach of Sections 4.1.2 representation or 4.1.5(B) and excluding purchase price adjustments and matters covered by separate agreement executed concurrently herewith which state that they are not subject to such limitations) shall in no event exceed $10,000,000; and further provided that Seller's liability with respect to a breach warranty of the representations Sellers, contained in Section 4.1.2 and 4.1.5(B) shall not exceed the Purchase Price; and further provided that the aggregate liability of Seller under this Agreement (including Buyer Indemnified Losses resulting from breach of Section 4.1.2 or 4.1.5(B)) and under in any certificate to be delivered by Seller other agreement contemplated herein or its Affiliates at the Closing and under in any agreement writing delivered in connection herewith (including any attachment, exhibit, schedule or certificate) (which breach shall in no event exceed be determined for purposes of this Article VIII without regard to any qualification based on knowledge or the Purchase Price; and further provided that in no event shall Seller have any obligation to indemnify Buyer Company’s Knowledge with respect to any Losses arising out of default by the Company representation or the Subsidiaries under the credit agreements or security agreements with respect to the Long Term Debt (x) unless such default is a default with respect to (i) the payment of principal, interest, fees or other expenses required to be paid under such credit agreements or security agreementswarranty made in Article V), (ii) any requirements breach by the Sellers of such credit agreements or security agreements to deposit, maintain, return or restore funds any of the covenants set forth in or to project accounts or reserve accountsthis Agreement, or (iii) any of the useExcluded Liabilities (each, application a “Buyer Event of Indemnification”); provided, however, that the Sellers will have no liability hereunder for indemnification with respect to Losses (a) until the aggregate amount of all such Losses exceeds $50,000 and then only for the amount by which the aggregate amount of all such Losses exceeds $100,000, and (b) in an aggregate amount in excess of the Purchase Price ; provided, that there shall be no cap or distribution limitation on claims made with respect to any breach of funds, including payments to Seller, Dominion and their respective Affiliates, or (y) unless Seller had knowledge of such default at or prior to the Closing. (B) The representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.11 and 5.15 or any claim based on fraud or intentional misrepresentation of Sellers. The provisions of this Section 8.2(a) shall be the sole remedy of the Buyer Indemnified Persons for Claims arising under, or related to, this Agreement and in any other document or certificate to be delivered at the Closing pursuant hereto shall survive the Closing solely for purposes of this Article VII and shall terminate 540 days after the Closing Datetransactions contemplated hereby, except for (i) Sections 4.1.2,as provided in Section 10.9(b).

Indemnification of Buyer. (A) After the ClosingThe CardioMac Principals shall, subject to Sections 7.1(B)severally, 7.5 and 7.6indemnify, Seller shall indemnify Buyer against, defend and hold Buyer harmless fromfrom and against any and all damages, any losslosses, damageliabilities, cost, liability or expense (including reasonable costs of defense claims and investigations, settlements, and reasonable attorneys' fees) or penalties or fines (collectively "Losses") Buyer incurs or becomes subject to, to the extent expenses arising out of: (a) The breach of or resulting from any inaccuracy in any representation or breach warranty that survives the Closing up to an aggregate cap of $200,000 for each of the CardioMac Principles, except for the representations and warranties in Sections 5.1, 5.2, 5.3 and 5.4 where the aggregate cap shall be $1,350,000; (b) The nonfulfillment of any covenant or agreement made by any of the CardioMac Principals in this Agreement or any other agreement furnished to Buyer pursuant to this Agreement up to an aggregate cap of $200,000 for each of the CardioMac Principles; (ic) representations Any Excluded Liabilities, provided that the indemnification pursuant to this Section shall not be exclusive of any other remedies available at law up to an aggregate cap of $200,000 for each of the CardioMac Principles for Sections 1.4(c), 1.4(d), 1.4(f) and warranties or 1.4(g) (iithere shall be no cap for 1.4(a), 1.4(b) covenants made by Seller herein (any such Loss being referred to herein as "Buyer Indemnified Loss"and 1.4(e); and (d) Any and all actions, suits, claims, proceedings, investigations, audits, demands, assessments, fines, judgments, costs and other expenses incurred by Buyer resulting from the circumstances described in this Section 10.3, provided that Seller the indemnification obligations under this sub paragraph shall be limited by any applicable cap in sub sections 10.3(a) - (c). (e) Notwithstanding any other provision of this Agreement, the CardioMac Principals shall have no liability under Section 7.1(A) obligation to indemnify or hold Buyer free or harmless as required by any provision of the Agreement unless and until the aggregate losses, damages, costs or expenses incurred by Buyer exceeds $25,000. Further, the CardioMac Principals shall not have any indemnification obligation for any indemnification claim unless the aggregate CardioMac Principals are provided with an opportunity to participate at their own expense in the defense or settlement of all Buyer Indemnified Losses for the underlying claim or other matter which Seller would, but for this proviso, be liable exceeds on a cumulative basis $1,000,000, and then only gives rise to the extent of any such excessindemnification claim; provided, however, that the CardioMac Principals shall not be entitled to unreasonably withhold consent with respect to settlement and further provided that Seller Buyer shall not have any liability under Section 7.1(A) for any individual item where the Loss relating no obligation to such item is less than $25,000; and further provided that, provide an opportunity to participate in the case defense or settlement of Section 4.1.16, in no event shall the aggregate liability of Seller exceed $4,000,000; and further provided such underlying claim or other matter until such time as Buyer has determined that the aggregate liability of Seller under this Section 7.1(A) for Buyer Indemnified Losses (excluding Buyer Indemnified Losses resulting from such underlying claim or other matter arises as a breach of Sections 4.1.2 or 4.1.5(B) and excluding purchase price adjustments and matters covered by separate agreement executed concurrently herewith which state that they are not subject to such limitations) shall in no event exceed $10,000,000; and further provided that Seller's liability with respect to a breach of the representations in Section 4.1.2 and 4.1.5(B) shall not exceed the Purchase Price; and further provided that the aggregate liability of Seller under this Agreement (including Buyer Indemnified Losses resulting from breach of Section 4.1.2 or 4.1.5(B)) and under any certificate to be delivered by Seller or its Affiliates at the Closing and under any agreement delivered in connection herewith shall in no event exceed the Purchase Price; and further provided that in no event shall Seller have any obligation to indemnify Buyer with respect to any Losses arising out of default by the Company or the Subsidiaries under the credit agreements or security agreements with respect to the Long Term Debt (x) unless such default is a default with respect to (i) the payment of principal, interest, fees or other expenses required to be paid under such credit agreements or security agreements, (ii) any requirements of such credit agreements or security agreements to deposit, maintain, return or restore funds in or to project accounts or reserve accounts, or (iii) the use, application or distribution of funds, including payments to Seller, Dominion and their respective Affiliates, or (y) unless Seller had knowledge of such default at or prior to the ClosingAgreement. (B) The representations and warranties in this Agreement and in any other document or certificate to be delivered at the Closing pursuant hereto shall survive the Closing solely for purposes of this Article VII and shall terminate 540 days after the Closing Date, except for (i) Sections 4.1.2,

Indemnification of Buyer. (A) After the Closing, subject to Sections 7.1(B), 7.5 Cognizant and 7.6, Seller shall indemnify Buyer againstindemnify, defend and hold Buyer harmless fromfrom and against any and all damages, losses, liabilities, claims and expenses arising out of: (a) The breach of or any lossinaccuracy of any representation or warranty that survives the Closing and the nonfulfillment of any covenant or agreement made by Cognizant or Seller in this Agreement or any other agreement furnished to Buyer pursuant to this Agreement, damageand any and all actions, costsuits, liability or expense claims, proceedings, investigations, audits, demands, assessments, fines, judgments, costs and other expenses (including reasonable costs of defense and investigations, settlements, and reasonable attorneys' attorney's fees) or penalties or fines incurred by Buyer resulting therefrom provided that Cognizant's and Seller's liability for the foregoing (collectively "Losses"other than with respect to Sections 4.24 and 4.25) Buyer incurs or becomes subject toshall be limited to $750,000, in the aggregate, provided further that to the extent arising out Cognizant's and Seller's liability relates to the representation and warranties in Sections 4.4, 4.13, 4.15 and 4.17 herein and the covenants and agreements under Sections 6.1 and 6.2 herein, the limitation on Cognizant's and Seller's liability shall be increased by the lesser of or resulting from any inaccuracy in or breach of any of the (i) representations an additional $750,000, in the aggregate, and warranties or (ii) covenants made by Seller herein (any such Loss being referred to herein as "Buyer Indemnified Loss"); provided that Seller shall have no liability under Section 7.1(A) unless the aggregate amount of all Buyer Indemnified Losses for which Seller would, but for this proviso, be liable exceeds on a cumulative basis $1,000,000, and then only liability pursuant to the extent of any such excessforegoing sections; and further provided that Seller shall not have any liability under Section 7.1(Aand (b) for any individual item where the Loss relating to such item is less than $25,000; and further provided thatAny Excluded Liabilities, in the case of Section 4.1.16, in no event shall the aggregate liability of Seller exceed $4,000,000; and further provided that the aggregate liability of Seller under indemnification pursuant to this Sub-Section 7.1(A) for Buyer Indemnified Losses (excluding Buyer Indemnified Losses resulting from a breach of Sections 4.1.2 or 4.1.5(B) and excluding purchase price adjustments and matters covered by separate agreement executed concurrently herewith which state that they are not subject to such limitations) shall in no event exceed $10,000,000; and further provided that Seller's liability with respect to a breach of the representations in Section 4.1.2 and 4.1.5(B) shall not exceed the Purchase Price; and further provided that the aggregate liability be exclusive of Seller under this Agreement (including Buyer Indemnified Losses resulting from breach of Section 4.1.2 or 4.1.5(B)) and under any certificate to be delivered by Seller or its Affiliates at the Closing and under any agreement delivered in connection herewith shall in no event exceed the Purchase Price; and further provided that in no event shall Seller have any obligation to indemnify Buyer with respect to any Losses arising out of default by the Company or the Subsidiaries under the credit agreements or security agreements with respect to the Long Term Debt (x) unless such default is a default with respect to (i) the payment of principal, interest, fees or other expenses required to be paid under such credit agreements or security agreements, (ii) any requirements of such credit agreements or security agreements to deposit, maintain, return or restore funds in or to project accounts or reserve accounts, or (iii) the use, application or distribution of funds, including payments to Seller, Dominion and their respective Affiliates, or (y) unless Seller had knowledge of such default at or prior to the Closing. (B) The representations and warranties in this Agreement and in any other document or certificate to be delivered remedies available at the Closing pursuant hereto shall survive the Closing solely for purposes of this Article VII and shall terminate 540 days after the Closing Date, except for (i) Sections 4.1.2,law.

Indemnification of Buyer. From and after the Closing Date and subject ------------------------ to the terms and conditions of this Section 9.01, Buyer and its Affiliates (A) After collectively, the Closing, subject to Sections 7.1(B), 7.5 and 7.6, Seller shall indemnify "Buyer against, and hold Buyer harmless from, any loss, damage, cost, liability or expense (including reasonable costs of defense and investigations, settlements, and reasonable attorneys' fees) or penalties or fines (collectively "LossesIndemnitees") Buyer incurs or becomes subject to, shall each be indemnified and held harmless to the extent set forth in this Article IX by Seller in respect of any and all Damages actually incurred by any Buyer Indemnitee: (a) as a result of any misrepresentation in or breach of or failure to perform any representation, warranty, covenant and/or agreement made by Seller in this Agreement; provided, however, that Seller, with respect to -------- ------- Damages incurred by any Buyer Indemnitee as a result of any such misrepresentation, breach or failure other than those described in clauses (i) or (ii) of Section 9.03(c) (as to which the limits described in this proviso shall not apply), shall have no obligation under this clause (i) of Section 9.01(a) unless and until the aggregate amount of Damages so incurred by all Buyer Indemnitees collectively exceeds Fifteen Million Dollars ($15,000,000), whereupon Seller shall be liable to indemnify the Buyer Indemnitees for all such Damages in excess of such amount up to a maximum amount equal to the Purchase Price; (b) as a result of any violations or infringements of any material Applicable Law, or any order, writ, injunction or decree of any Governmental Authority, but only to the extent that such violation or infringement occurs prior to the Closing Date; or (c) as a result of any liability arising out of or resulting from any inaccuracy in connection with the litigation described in Schedule 9.01(c) or breach by or among one or more of any ---------------- the parties to such litigation identified therein or arising out of the (i) representations and warranties or (ii) covenants made by Seller herein (any such Loss being referred facts giving rise to herein as "Buyer Indemnified Loss"); provided that Seller shall have no liability under Section 7.1(A) unless the aggregate of all Buyer Indemnified Losses for which Seller would, but for this proviso, be liable exceeds on a cumulative basis $1,000,000matters described therein, and then only to the extent of any such excess; all counter-claims, cross-claims and further provided that Seller shall not have any liability under Section 7.1(A) for any individual item where the Loss other actions relating to such item is less than $25,000; and further provided that, in the case of Section 4.1.16, in no event shall the aggregate liability of Seller exceed $4,000,000; and further provided that the aggregate liability of Seller under this Section 7.1(A) for Buyer Indemnified Losses (excluding Buyer Indemnified Losses resulting from a breach of Sections 4.1.2 or 4.1.5(B) and excluding purchase price adjustments and matters covered by separate agreement executed concurrently herewith which state that they are not subject to such limitations) shall in no event exceed $10,000,000; and further provided that Seller's liability thereto. Any indemnity arising with respect to a breach of the representations in Section 4.1.2 and 4.1.5(B) Taxes shall not exceed the Purchase Price; and further provided that the aggregate liability of Seller under this Agreement (including Buyer Indemnified Losses resulting from breach of Section 4.1.2 or 4.1.5(B)) and under any certificate to be delivered by Seller or its Affiliates at the Closing and under any agreement delivered in connection herewith shall in no event exceed the Purchase Price; and further provided that in no event shall Seller have any obligation to indemnify Buyer with respect to any Losses arising out of default governed by the Company or the Subsidiaries under the credit agreements or security agreements with respect to the Long Term Debt (x) unless such default is a default with respect to (i) the payment provisions of principal, interest, fees or other expenses required to be paid under such credit agreements or security agreements, (ii) any requirements of such credit agreements or security agreements to deposit, maintain, return or restore funds in or to project accounts or reserve accounts, or (iii) the use, application or distribution of funds, including payments to Seller, Dominion and their respective Affiliates, or (y) unless Seller had knowledge of such default at or prior to the ClosingArticle XI below. (B) The representations and warranties in this Agreement and in any other document or certificate to be delivered at the Closing pursuant hereto shall survive the Closing solely for purposes of this Article VII and shall terminate 540 days after the Closing Date, except for (i) Sections 4.1.2,

Indemnification of Buyer. (ASubject to the limitations on damages set forth in Section 5.6 and 6.2 below and elsewhere in this Agreement and provided that Buyer gives timely notice of any Claim in accordance with Section 5.6(b) After the Closing, subject to Sections 7.1(B), 7.5 and 7.6below, Seller shall indemnify indemnify, defend and hold harmless Buyer againstfrom and against the net diminution, if any, in the total value of the Property resulting from, and hold Buyer harmless fromany other actual and documented out-of-pocket losses, any lossdamages, damage, cost, liability costs or expense expenses (including reasonable costs of defense and investigations, settlements, and reasonable attorneys' ’ fees) or penalties or fines (collectively "Losses") incurred by Buyer incurs or becomes subject to, to the extent arising out of or resulting from any inaccuracy in or breach of any of the (i) representations and warranties or (ii) covenants made by Seller herein (any such Loss being referred to herein as "Buyer Indemnified Loss"); provided that Seller shall have no liability under Section 7.1(A) unless the aggregate of all Buyer Indemnified Losses for which Seller would, but for this proviso, be liable exceeds on a cumulative basis $1,000,000, and then only to the extent of any such excess; and further provided that Seller shall not have any liability under Section 7.1(A) for any individual item where the Loss relating to such item is less than $25,000; and further provided that, in the case of Section 4.1.16, in no event shall the aggregate liability of Seller exceed $4,000,000; and further provided that the aggregate liability of Seller under this Section 7.1(A) for Buyer Indemnified Losses (excluding Buyer Indemnified Losses resulting from a breach of Sections 4.1.2 or 4.1.5(B) and excluding purchase price adjustments and matters covered by separate agreement executed concurrently herewith which state that they are not subject to such limitations) shall in no event exceed $10,000,000; and further provided that Seller's liability with respect to a breach of the representations in Section 4.1.2 and 4.1.5(B) shall not exceed the Purchase Price; and further provided that the aggregate liability of Seller under this Agreement (including Buyer Indemnified Losses resulting from breach of Section 4.1.2 or 4.1.5(B)) and under any certificate to be delivered by Seller or its Affiliates at the Closing and under any agreement delivered in connection herewith shall in no event exceed the Purchase Price; and further provided that in no event shall Seller have any obligation to indemnify Buyer with respect to any Losses arising out of default by the Company or the Subsidiaries under the credit agreements or security agreements with respect to the Long Term Debt (x) unless such default is a default with respect to result of: (i) the payment material breach of principalany representation, interestwarranty, fees covenant or other expenses required to be paid under such credit agreements or security agreements, agreement of Seller contained in this Agreement; (ii) any requirements of such credit agreements or security agreements to deposit, maintain, return or restore funds in or to project accounts or reserve accounts, or (iii) the use, application or distribution of funds, including payments to Seller, Dominion and their respective Affiliates, or (y) unless Seller had knowledge of such default at or provided that Buyer makes a Claim with respect thereto prior to the Closing. (B) The representations and warranties in this Agreement and in any other document or certificate to be delivered at the Closing pursuant hereto shall survive the Closing solely for purposes of this Article VII and shall terminate 540 days after the Closing Date, except any material change reflected in the Seller Date Down Certificate to the extent such change could reasonably be expected to have a material and adverse effect on the use and occupancy of the Property as presently used and occupied, and to the extent such change is not, for purposes of any change to the representations given by Seller in: (i1) Section 6.1(g) below, due to any condemnation arising between the Effective Date and the Closing Date of the property beyond the footprint of the building at the Property (such as the street, the sidewalk or development rights) or of any right below the ground level of such building such as utility easement, (2) Section 6.1(j)(2) below, due to anything occurring in the ordinary course of business or pursuant to any collective bargaining or union agreement or (3) Section 6.1(r)(5) below, due to a violation of building, fire, sanitary, environmental, housing or similar Laws and Regulations or notices to cure or notices of default in connection therewith; For the avoidance of doubt and without limitation, Seller’s representations and warranties made in Section 6.1 below shall be subject to the limitations on recourse for such representations and warranties set forth in Sections 4.1.2,3.2(c), 5.6, 6.2 and 7.5 and the survival period set forth in Section 6.2 below.

Indemnification of Buyer. (Aa) After Subject to the Closing, subject to Sections 7.1(B), 7.5 and 7.6limitations contained in this Section 11, Seller shall indemnify agrees to indemnify, defend and hold harmless Buyer againstand its Affiliates (each, a “Buyer Indemnified Party”) from and against any and all losses, liabilities, and hold Buyer harmless fromdamages, any loss, damage, cost, liability or expense costs and expenses (including reasonable costs fees and disbursements of defense counsel) (hereinafter individually, a “Loss” and investigationscollectively, settlements“Losses”) which arise out of, and reasonable attorneys' feesor result from, (i) or penalties or fines (collectively "Losses") Buyer incurs or becomes subject to, to the extent arising out of or resulting from any inaccuracy in or any breach of any representation or warranty of Seller contained in this Agreement or in the officer’s certificate delivered by Seller pursuant to Section 9.1(e), (ii) any breach of any covenant or agreement of Seller contained in this Agreement, or (iii) any Excluded Liability. (b) No claim may be made against Seller for indemnification pursuant to clause (i) representations and warranties or (iiof Section 11.2(a) covenants made by Seller herein (with respect to any such Loss being referred to herein as "Buyer Indemnified individual item of Loss"); provided that Seller shall have no liability under Section 7.1(A) , unless the aggregate of all Losses of the Buyer Indemnified Losses for which Parties with respect to clause (i) of Section 11.2(a) shall exceed Two Million Five Hundred Thousand Dollars ($2,500,000), and Seller would, but for this proviso, shall not be required to pay or be liable exceeds on a cumulative basis for the first Two Million Five Hundred Thousand Dollars ($1,000,000, and then only to the extent 2,500,000) in aggregate amount of any such excess; and further provided that Seller Losses. The Buyer Indemnified Parties shall not have any liability under Section 7.1(Abe indemnified pursuant to clause (i) for any individual item where the Loss relating to such item is less than $25,000; and further provided that, in the case of Section 4.1.16, in no event shall the aggregate liability of Seller exceed $4,000,000; and further provided that the aggregate liability of Seller under this Section 7.1(A11.2(a) for Buyer Indemnified Losses (excluding Buyer Indemnified Losses resulting from a breach of Sections 4.1.2 or 4.1.5(B) and excluding purchase price adjustments and matters covered by separate agreement executed concurrently herewith which state that they are not subject to such limitations) shall in no event exceed $10,000,000; and further provided that Seller's liability with respect to a breach of the representations in Section 4.1.2 and 4.1.5(B) shall not exceed the Purchase Price; and further provided that the aggregate liability of Seller under this Agreement (including Buyer Indemnified Losses resulting from breach of Section 4.1.2 or 4.1.5(B)) and under any certificate to be delivered by Seller or its Affiliates at the Closing and under any agreement delivered in connection herewith shall in no event exceed the Purchase Price; and further provided that in no event shall Seller have any obligation to indemnify Buyer with respect to any individual item of Loss if the aggregate of all Losses arising out of default by for which the Company or the Subsidiaries under the credit agreements or security agreements with respect Buyer Indemnified Parties have received indemnification pursuant to the Long Term Debt (x) unless such default is a default with respect to clause (i) the payment of principal, interest, fees or other expenses required to be paid under such credit agreements or security agreements, Section 11.2(a) shall have exceeded Thirty Million Dollars (ii) any requirements of such credit agreements or security agreements to deposit, maintain, return or restore funds in or to project accounts or reserve accounts, or (iii) the use, application or distribution of funds, including payments to Seller, Dominion and their respective Affiliates, or (y) unless Seller had knowledge of such default at or prior to the Closing$30,000,000). (Bc) The representations Each Buyer Indemnified Party shall give Seller prompt written notice of any claim, assertion, event or proceeding (collectively, a “Buyer Claim”) by or in respect of a third party of which such Buyer Indemnified Party has knowledge concerning any Loss as to which such Buyer Indemnified Party may request indemnification hereunder or any Loss as to which the Two Million Five Hundred Thousand Dollar ($2,500,000) amount referred to in subsection (b) of this Section 11.2 may be applied. Seller shall have the right to direct, through counsel of its own choosing, the defense or settlement of any such Buyer Claim at its own expense. If Seller elects to assume the defense of any such Buyer Claim, such Buyer Indemnified Party may participate in such defense, but in such case the expenses of such Buyer Indemnified Party shall be paid by such Buyer Indemnified Party. Such Buyer Indemnified Party shall provide Seller with access to its records and warranties personnel relating to any such Buyer Claim during normal business hours and shall otherwise cooperate with Seller in this Agreement the defense or settlement thereof, and Seller shall reimburse such Buyer Indemnified Party for all its reasonable out-of-pocket expenses in connection therewith. If Seller elects to direct the defense of any other document such Buyer Claim, such Buyer Indemnified Party shall not pay, or certificate permit to be delivered at paid, any part of any Loss arising from such Buyer Claim, unless Seller consents in writing to such payment or unless Seller, subject to the Closing pursuant hereto shall survive the Closing solely for purposes last sentence of this Article VII subsection (c), withdraws from the defense of such asserted liability, or unless a final judgment from which no appeal may be taken by or on behalf of Seller is entered against the Buyer Indemnified Party for such Loss. If Seller shall fail to defend any Buyer Claim, or if, after commencing or undertaking any such defense, fails to prosecute or withdraws from such defense, such Buyer Indemnified Party shall have the right to undertake the defense or settlement thereof, at Seller’s expense. If such Buyer Indemnified Party assumes the defense of such Buyer Claim pursuant to this subsection (c) and proposes to settle such Buyer Claim prior to a final judgment thereof or to forego appeal with respect thereto, then such Buyer Indemnified Party shall terminate 540 days after give Seller prompt written notice thereof and Seller shall have the Closing Date, except for (i) Sections 4.1.2,right to participate in the settlement or assume or reassume the defense of such Buyer Claim.

Indemnification of Buyer. (A) After the Closing, subject to Sections 7.1(B), 7.5 Seller and 7.6, Seller B&L shall indemnify Buyer against, and hold Buyer harmless fromfrom and against any and all Claims and Losses suffered by reason of, any loss, damage, cost, liability or expense (including reasonable costs of defense and investigations, settlements, and reasonable attorneys' fees) or penalties or fines (collectively "Losses") Buyer incurs or becomes subject to, to the extent arising out of or resulting from (i) any inaccuracy in misrepresentation or breach of any of the (i) representations and warranties warranty made in this Agreement by Seller, or (ii) covenants made any failure by Seller herein to fulfill any covenant or agreement under this Agreement (other than a covenant set forth in Article 6 as to which the provisions of Article 6 shall apply), or (iii) any such Loss being referred and all Retained Liabilities, or (iv) the successful enforcement by Buyer of its rights under this Section 8.2 to herein the extent the same is determined by a court of competent jurisdiction, or (v) any defects or errors in the design, manufacture or production of any product sold by Seller prior to the Closing Date (other than the Assumed Liabilities), or (vi) any final judgment 39 - 39 - obtained by any person that Buyer is liable for (as "Buyer Indemnified Loss")successor in interest or otherwise) any liabilities of Seller, whether known or unknown, absolute or contingent, arising before, on or after the Closing Date, other than Assumed Liabilities; provided provided, however, that Seller and B&L shall have no liability under for indemnity hereunder to Buyer with respect to any matter referred to in clause (i) of this Section 7.1(A) unless 8.2 until the aggregate amount of all Buyer Indemnified Losses for which Seller would, but for this proviso, be liable arising therefrom exceeds on a cumulative basis FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($1,000,000, and then only to 500,000) (the extent of any such excess; and further provided that Seller shall not have any liability under Section 7.1(A) for any individual item where the Loss relating to such item is less than $25,000; and further provided that, in the case of Section 4.1.16, in "Deductible"). In no event shall the aggregate liability of Seller exceed $4,000,000; and further provided that the aggregate liability of Seller under this Section 7.1(A) or B&L be obligated to provide indemnification for Buyer Indemnified Claims or Losses (excluding Buyer Indemnified Losses resulting from a breach including without limitation the covenant in Section 4.27) in excess of Sections 4.1.2 or 4.1.5(Bfifty percent (50%) and excluding purchase price adjustments and matters covered by separate agreement executed concurrently herewith which state that they are not subject to such limitations) shall in no event exceed $10,000,000; and further provided that Seller's liability with respect of the Cash Amount portion of the Consideration, except as to a breach of the representations representations, warranties and agreements contained in Section 4.1.2 Sections 2.1, 2.2 and 4.1.5(B) 2.3, as to which such percentage shall not exceed the Purchase Price; and further provided that the aggregate liability of Seller under this Agreement be one hundred percent (including Buyer Indemnified Losses resulting from breach of Section 4.1.2 or 4.1.5(B100%)) and under any certificate to be delivered by Seller or its Affiliates at the Closing and under any agreement delivered in connection herewith shall in no event exceed the Purchase Price; and further provided that in no event shall Seller have any obligation to indemnify Buyer with respect to any Losses arising out of default by the Company or the Subsidiaries under the credit agreements or security agreements with respect to the Long Term Debt (x) unless such default is a default with respect to (i) the payment of principal, interest, fees or other expenses required to be paid under such credit agreements or security agreements, (ii) any requirements of such credit agreements or security agreements to deposit, maintain, return or restore funds in or to project accounts or reserve accounts, or (iii) the use, application or distribution of funds, including payments to Seller, Dominion and their respective Affiliates, or (y) unless Seller had knowledge of such default at or prior to the Closing. (B) The representations and warranties in this Agreement and in any other document or certificate to be delivered at the Closing pursuant hereto shall survive the Closing solely for purposes of this Article VII and shall terminate 540 days after the Closing Date, except for (i) Sections 4.1.2,

Indemnification of Buyer. (Aa) After the Closing, subject Subject to Sections 7.1(B), 7.5 and 7.6, Seller shall indemnify Buyer against, and hold Buyer harmless from, any loss, damage, cost, liability or expense (including reasonable costs of defense and investigations, settlements, and reasonable attorneys' fees) or penalties or fines (collectively "Losses") Buyer incurs or becomes subject to, to the extent provided in Section 7.1(b), Seller agrees to defend, indemnify and hold harmless Buyer (including its officers, directors, employees (b) The maximum amount of all liability of Seller to Buyer pursuant to Section 7.1(a), other than any liability arising out of or resulting from any inaccuracy fraudulent acts of Seller or in or breach respect of any of the Taxes, shall be as follows: (i) representations and warranties or (iiIn the event of any Claim pursuant to Section 7.1(a)(i) covenants made by Seller herein (any such Loss being referred to herein as "Buyer Indemnified Loss"); provided that Seller shall have no liability under Section 7.1(A) unless where -41- 42 Seller, at the aggregate time of all Buyer Indemnified Losses for which Seller wouldClosing, but for this proviso, be liable exceeds on a cumulative basis $1,000,000had actual knowledge of, and then only did not disclose to Buyer, the extent of any such excess; and further provided that Seller shall not have any liability under Section 7.1(A) for any individual item where the Loss relating error, inaccuracy, breach or misrepresentation giving rise to such item is less than $25,000; and further provided thatClaim, in the case of Section 4.1.16, in no event shall the aggregate liability of Seller exceed $4,000,000; and further provided that the aggregate liability of Seller under this Section 7.1(A) for Buyer Indemnified Losses (excluding Buyer Indemnified Losses resulting from a breach of Sections 4.1.2 or 4.1.5(B) and excluding purchase price adjustments and matters covered by separate agreement executed concurrently herewith which state that they are not subject to such limitations) shall in no event exceed $10,000,000; and further provided that Seller's liability with respect to a breach of the representations in Section 4.1.2 and 4.1.5(B) shall not exceed the Purchase Price; and further provided that the aggregate liability of Seller under this Agreement (including Buyer Indemnified Losses resulting from breach of Section 4.1.2 or 4.1.5(B)) and under any certificate to be delivered by Seller or its Affiliates at the Closing and under any agreement delivered in connection herewith shall in no event exceed the Purchase Price; and further provided that in no event shall Seller have any obligation to indemnify Buyer with respect shall be unlimited as to any Losses arising out of default by the Company or the Subsidiaries under the credit agreements or security agreements with respect to the Long Term Debt (x) unless such default is a default with respect to (i) the payment of principal, interest, fees or other expenses required to be paid under such credit agreements or security agreements, amount. (ii) any requirements In the event of one or more Claims pursuant to (A) Section 7.1(a)(i) where the error, inaccuracy, breach or misrepresentation giving rise to such credit agreements Claim or security agreements Claims existed at the time of the October Closing (other than a Claim described in Section 7.1(b)(i) above), (B) Section 7.1(a)(iii) where the act or omission giving rise to deposit, maintain, return the Claim or restore funds in or to project accounts or reserve accountsClaims occurred, or (iii) the usecondition or circumstances existed, application or distribution of funds, including payments to Seller, Dominion and their respective Affiliates, or (y) unless Seller had knowledge of such default at or prior to the October Closing., (C) Section 7.1(a)(iv) where the presence, release, remediation or clean-up of, or exposure to, Hazardous Material giving rise to the Claim or Claims occurred or existed at or prior to the October Closing or (D) Section 7.1(a)(v) where the liability giving rise to the Claim or Claims relates to products sold or services provided by USTMAN prior to the October Closing (any Claims described in (A) - (D) of this Section 7.1(b)(ii) being referred to as "Prior Period Claims"), then Seller shall be obligated to proceed against TEI in accordance with the procedures set forth in Section 7.5 and Seller shall pay to Buyer any and all amounts recovered from TEI in connection with such Prior Period Claim. In the event that the amount of the any Prior Period Claim is determined in accordance with the procedures set forth in the October Agreement to be subject to indemnification by TEI thereunder and the amount thereof is in excess of the indemnification obligations of TEI under the October Agreement, then Seller shall be liable for the amount of such excess up to (Biii) The representations and warranties in this Agreement and in maximum amount of liability of Seller to Buyer for any other document Claim not covered by Section 7.1(b)(i) or certificate (ii), shall be limited to be delivered at the Closing pursuant hereto shall survive the Closing solely for purposes aggregate amount of this Article VII and shall terminate 540 days after the Closing Date, except for (i) Sections 4.1.2,$5,750,000.

Indemnification of Buyer. (A) After The Seller and the Closing, subject Shareholder jointly and severally agree to Sections 7.1(B), 7.5 and 7.6, Seller shall indemnify the Buyer against, and hold Buyer it harmless fromfrom and against any and all damages, any losslosses, damagedeficiencies, costactions, liability or expense demands, judgments, costs and expenses (including reasonable costs of defense attorneys’ and investigations, settlements, and reasonable attorneys' accountants’ fees) or penalties or fines (collectively "“Losses"”) Buyer incurs or becomes subject to, to the extent arising out of or against the Buyer resulting from (i) any inaccuracy in breach of a representation or breach warranty hereunder on the part of any of the (i) representations and warranties Seller or the Shareholder; or (ii) covenants made by Seller herein (any such Loss being referred to herein as "Buyer Indemnified Loss"); provided that Seller shall have no liability under Section 7.1(A) unless the aggregate of all Buyer Indemnified Losses for which Seller would, but for this proviso, be liable exceeds on a cumulative basis $1,000,000, and then only to the extent nonfulfillment of any such excess; and further provided that Seller shall not have agreement or covenant contained herein or in any liability under Section 7.1(A) for certificate, document or instrument delivered hereunder on the part of any individual item where the Loss relating to such item is less than $25,000; and further provided that, in the case of Section 4.1.16, in no event shall the aggregate liability of Seller exceed $4,000,000; and further provided that the aggregate liability of Seller under this Section 7.1(A) for Buyer Indemnified Losses (excluding Buyer Indemnified Losses resulting from a breach of Sections 4.1.2 or 4.1.5(B) and excluding purchase price adjustments and matters covered by separate agreement executed concurrently herewith which state that they are not subject to such limitations) shall in no event exceed $10,000,000; and further provided that Seller's liability with respect to a breach of the representations in Section 4.1.2 and 4.1.5(B) shall not exceed the Purchase Price; and further provided that the aggregate liability of Seller under this Agreement (including Buyer Indemnified Losses resulting from breach of Section 4.1.2 or 4.1.5(B)) and under any certificate to be delivered by Seller or its Affiliates at the Closing and under any agreement delivered in connection herewith shall in no event exceed the Purchase PriceShareholder provided; and further provided that in no event shall Seller have any obligation to indemnify Buyer with respect to any Losses arising out of default by the Company or the Subsidiaries under the credit agreements or security agreements with respect to the Long Term Debt (x) unless such default is a default with respect to (i) the payment of principal, interest, fees or other expenses required to be paid under such credit agreements or security agreements, (ii) any requirements of such credit agreements or security agreements to deposit, maintain, return or restore funds in or to project accounts or reserve accounts, or (iii) any liability or obligation related to the use, application use or distribution ownership of funds, including payments the Subject Assets prior to Seller, Dominion and their respective Affiliatesthe Closing (other than any expressly assumed obligations), or any lien (yother than expressly permitted liens) unless Seller had knowledge on any of such default at the Subject Assets after the Closing as a result of matters existing, arising from or relating to any period prior to the Closing. ; or (Biv) any expressly retained liabilities. The representations Buyer shall be held harmless and warranties indemnified pursuant to this Section 7.1, first, out of the Purchase Price previously paid by the Buyer pursuant to Section 1.2 above, and second, by setting off against any amounts due or that may become due from the Buyer or any of its successors or assigns to the Seller or Shareholder, as the case may be, or any of their successors or assigns, pursuant to Section 1.4 above. The Buyer shall be held harmless and indemnified pursuant to this Section 7.1, first, out of the Purchase Price previously paid by the Buyer pursuant to Section 1.2 above, and second, by setting off against any amounts due or that may become due from the Buyer or any of its successors or assigns to the Seller or Shareholder, as the case may be, or any of their successors or assigns, pursuant to Section 1.4 above. In no event shall amounts owed by the Seller and the Shareholder to the Buyer under this Section 7.1 exceed the aggregate consideration paid to Seller and the Shareholder under 1.2 and 1.4. The obligations contained in this Agreement and in any other document or certificate to be delivered at the Closing pursuant hereto Section 7.1 shall survive the Closing solely for purposes and the delivery of this Article VII and shall terminate 540 days after the Closing Date, except for (i) Sections 4.1.2,Xxxx of Sale/Assignment.

Indemnification of Buyer. (A) After the From and after Closing, subject to Sections 7.1(B), 7.5 and 7.6, Seller shall defend, indemnify Buyer against, and hold harmless Buyer harmless fromand its shareholders, Affiliates, officers, directors, employees, agents and assigns from and against any lossand all liabilities, damageclaims, costliens, liability or expense obligations, damages, losses, costs and expenses (including reasonable costs of defense and investigationsfines, settlementsassessments (including guaranty fund assessments), penalties and reasonable attorneys' feesinvestigatory, accountant’s and attorney’s fees and disbursements) or penalties or fines (collectively "“Losses"”) Buyer incurs or becomes subject to, to the extent arising out of or resulting from related to: (a) the breach, failure or inaccuracy of any inaccuracy representation or warranty made by Seller in or breach this Agreement; (b) the failure of Seller to perform any of the covenants or agreements of Seller contained in this Agreement; (ic) representations and warranties any Agency Agreement; (d) the conduct of the Company’s business at any time before the Closing or any actions taken or omissions made at any time prior to the Closing; or (iie) covenants made Buyer’s compliance with Section 5.16 to the extent such compliance results in expenditures by Seller herein (any such Loss being referred to herein as "Buyer Indemnified Loss")or the Company that neither Buyer nor the Company otherwise would have incurred in the ordinary course of business; provided provided, however, that Seller shall have no liability under Section 7.1(A7.1(a) (other than liability for Losses arising of or related to the breach, failure or inaccuracy of a Seller Fundamental Representations as to which this proviso shall not apply) unless the aggregate of all Buyer Indemnified Losses for which Seller would, but for this proviso, be liable under Section 7.1(a), exceeds on a cumulative basis $1,000,000, an amount equal to point twenty-five percent (0.25%) of the Purchase Price taking into account any applicable adjustments contemplated by Section 2.2(b) (the “Indemnification Threshold”) and then only from the first dollar. In any event, the maximum amount for which Seller shall be liable in the aggregate under Section 7.1(a) (other than liability for Losses arising out of or related to the extent breach, failure or inaccuracy of any such excess; and further provided that a Seller Fundamental Representation as to which this proviso shall not have any liability under Section 7.1(A) for any individual item where the Loss relating to such item is less than $25,000; and further provided that, in the case of Section 4.1.16, in no event shall the aggregate liability of Seller exceed $4,000,000; and further provided that the aggregate liability of Seller under this Section 7.1(A) for Buyer Indemnified Losses (excluding Buyer Indemnified Losses resulting from a breach of Sections 4.1.2 or 4.1.5(B) and excluding purchase price adjustments and matters covered by separate agreement executed concurrently herewith which state that they are not subject to such limitations) shall in no event exceed $10,000,000; and further provided that Seller's liability with respect to a breach of the representations in Section 4.1.2 and 4.1.5(Bapply) shall not exceed the Purchase PricePrice taking into account any applicable adjustments contemplated by Section 2.2(b) (the “Indemnification Cap”); and further provided that provided, further, notwithstanding the aggregate liability of Seller under this Agreement (including Buyer Indemnified Losses resulting from breach of Section 4.1.2 or 4.1.5(B)) and under foregoing, the Indemnification Cap shall not apply to any certificate to be delivered payment by Seller or its Affiliates at the Closing and under any agreement delivered in connection herewith shall in no event exceed the Purchase Price; and further provided that in no event shall Seller have any obligation to indemnify Buyer with respect to any Losses arising out of default by the Company remedies for fraud or the Subsidiaries under the credit agreements or security agreements with respect to the Long Term Debt (x) unless such default is a default with respect to (i) the payment of principal, interest, fees or other expenses required to be paid under such credit agreements or security agreements, (ii) any requirements of such credit agreements or security agreements to deposit, maintain, return or restore funds in or to project accounts or reserve accounts, or (iii) the use, application or distribution of funds, including payments to Seller, Dominion and their respective Affiliates, or (y) unless Seller had knowledge of such default at or prior to the Closingwillful misconduct. (B) The representations and warranties in this Agreement and in any other document or certificate to be delivered at the Closing pursuant hereto shall survive the Closing solely for purposes of this Article VII and shall terminate 540 days after the Closing Date, except for (i) Sections 4.1.2,

Indemnification of Buyer. (A) After Subject to Section 6.1, after the ClosingClosing Date, subject the Seller hereby indemnifies and agrees to Sections 7.1(B), 7.5 and 7.6, Seller shall indemnify Buyer against, defend and hold harmless the Buyer harmless fromand its Affiliates and their respective officers, any lossdirectors, damageagents, costemployees, liability or expense shareholders, partners and other representatives (including reasonable costs of defense and investigationscollectively, settlements, and reasonable attorneys' fees) or penalties or fines (collectively the "LossesBUYER INDEMNIFIED PARTIES") Buyer incurs from and against any and all claims, demands, losses, costs, damages, liabilities, obligations and expenses including, without limitation, reasonable legal fees and disbursements of counsel (collectively, "LOSSES") incurred by such indemnified party resulting from or becomes subject to, to the extent arising out of (a) the breach of any representation or resulting from warranty of the Seller set forth in Article 2, (b) any inaccuracy in breach, non-fulfillment or breach non-performance of any of the covenants or agreements of the Seller set forth in this Agreement, (c) the failure by Seller to pay or otherwise discharge when due and payable any of the Excluded Liabilities, (d) any action, suit or proceeding set forth on SCHEDULE 2.13 or (e) federal or state income Taxes for the Pre-Closing Short Year in respect of the Seller or any of its direct or indirect subsidiaries, other than any such federal or state income Taxes in respect of the Cyrk CPG Business or the business of the Subsidiaries included within the determination of the Closing Purchase Price. Notwithstanding the foregoing, with respect to indemnification claims made under Section 6.2(a) or with respect to any breach, nonfulfillment or non-performance of any covenant or agreement of the Seller to be performed prior to the Closing: (i) representations and warranties or (ii) covenants made by Seller herein (any such Loss being referred to herein as "Buyer Indemnified Loss"); provided that the Seller shall have no liability under Section 7.1(A) unless obligation to make indemnification payments hereunder that exceed in the aggregate $2,300,000; (ii) the Seller shall have no obligation to indemnify or hold harmless any of all the Buyer Indemnified Parties except to the extent that the aggregate amount of Losses for which Seller wouldexceeds $100,000, but for this proviso, be liable exceeds on a cumulative basis $1,000,000, and then only to the extent of any such excess; excess (and further provided that subject to the other limitations contained in this Article 6); (iii) the Seller shall not have be obligated to indemnify or hold harmless any liability under Section 7.1(A) for any individual item where of the Loss relating to such item is less than $25,000; and further provided that, in the case of Section 4.1.16, in no event shall the aggregate liability of Seller exceed $4,000,000; and further provided that the aggregate liability of Seller under this Section 7.1(A) for Buyer Indemnified Losses (excluding Buyer Indemnified Losses resulting from a breach of Sections 4.1.2 or 4.1.5(B) and excluding purchase price adjustments and matters covered by separate agreement executed concurrently herewith which state that they are not subject to such limitations) shall in no event exceed $10,000,000; and further provided that Seller's liability Parties with respect to a Losses relating to Environmental Laws, Environmental Claims or any breach of the representations and warranties contained in Section 4.1.2 and 4.1.5(B2.21, except to the extent such Losses represent amounts actually incurred by the Buyer for the performance of remedial action or the payment of any fine, penalty or damage award in each case ordered by any court or governmental agency or in reasonable settlement of a claim of noncompliance with any Environmental Laws asserted by any governmental agency or other third party; (iv) the Seller shall not exceed be obligated to indemnify or hold harmless any of the Purchase Price; and further provided that the aggregate liability of Seller under this Agreement (including Buyer Indemnified Parties with respect to Losses resulting from breach of Section 4.1.2 or 4.1.5(B)) and under any certificate to be delivered by Seller or its Affiliates at the Closing and under any agreement delivered in connection herewith shall in no event exceed the Purchase Price; and further provided that in no event shall Seller have any obligation to indemnify Buyer with respect to any Losses arising out of default any (A) breach of any representation or warranty of the Seller or (B) non-fulfillment or non-performance of any covenant or agreement of the Seller, in all cases, known by the Company or the Subsidiaries under the credit agreements or security agreements with respect to the Long Term Debt (x) unless such default is a default with respect to (i) the payment of principal, interest, fees or other expenses required to be paid under such credit agreements or security agreements, (ii) any requirements of such credit agreements or security agreements to deposit, maintain, return or restore funds in or to project accounts or reserve accounts, or (iii) the use, application or distribution of funds, including payments to Seller, Dominion and their respective Affiliates, or (y) unless Seller had knowledge of such default Buyer at or prior to the Closing.Closing Date including without limitation by virtue of any disclosures made by Seller pursuant to Section 4.8 of this Agreement; and (Bv) The representations and warranties the Seller shall have no obligation to indemnify or hold harmless any of the Buyer Indemnified Parties for consequential damages, special damages, incidental damages, indirect damages, lost profits, unrealized expectations or other similar items, nor shall any damages be calculated using a "multiplier" or any other similar method having a similar effect, PROVIDED that nothing contain in this Agreement and in clause (v) shall preclude the Buyer from making any other document or certificate to be delivered at the Closing pursuant hereto shall survive the Closing solely indemnification claim for purposes actual out-of-pocket Losses as a result of this Article VII and shall terminate 540 days after a third party claim. After the Closing Date, except if Buyer is evicted or forced to move out of the Danvers, Massachusetts leased premises because Seller did not obtain the landlord's consent to assign the Danvers lease, the Seller hereby indemnifies and agrees to hold harmless the Buyer Indemnified Parties with respect to (aa) reasonable out-of-pocket moving expenses, (bb) reasonable broker's fees and (cc) the incremental increase, if any, in rent which Buyer must pay for (i) Sections 4.1.2,a replacement lease of similar geographic location, size, use and term relative to the Danvers lease. The aggregate amount of this indemnification obligation shall not exceed $1,000,000. In addition, in order to be able to receive any indemnification under this paragraph, Buyer must notify Seller of any problems with the landlord of the Danvers lease and Buyer shall not negotiate or enter into any replacement lease without the prior consent of the Seller, which consent will not be unreasonably withheld. In determining the foregoing thresholds and in otherwise determining the amount of any Losses for which any Buyer Indemnified Party is entitled to assert a claim for indemnification, the amount of any such Losses shall be determined after deducting therefrom the amount of any insurance proceeds or other third party recoveries received by Buyer or any other Buyer

Indemnification of Buyer. (Aa) After the ClosingSeller and Huelsman jointly and severally agree to xxxxxxxfy Buyer and Buyer's officers, subject directors, shareholders, agents and employees and to Sections 7.1(B)hold them harmless from and against any and all damages, 7.5 losses, deficiencies, actions, demands, judgments, costs and 7.6, Seller shall indemnify Buyer against, and hold Buyer harmless from, any loss, damage, cost, liability or expense expenses (including reasonable costs of defense attorneys' and investigations, settlements, and reasonable attorneysaccountants' fees) or penalties or fines (collectively collectively, "Losses") Buyer incurs or becomes subject to, to the extent arising out of or against Buyer resulting from (i) any inaccuracy in misrepresentation or breach of any of warranty on the (i) representations and warranties or (ii) covenants made by Seller herein (any such Loss being referred to herein as "Buyer Indemnified Loss"); provided that Seller shall have no liability under Section 7.1(A) unless the aggregate of all Buyer Indemnified Losses for which Seller would, but for this proviso, be liable exceeds on a cumulative basis $1,000,000, and then only to the extent of any such excess; and further provided that Seller shall not have any liability under Section 7.1(A) for any individual item where the Loss relating to such item is less than $25,000; and further provided that, in the case of Section 4.1.16, in no event shall the aggregate liability part of Seller exceed $4,000,000; and further provided that the aggregate liability of Seller under or Huelsman in this Section 7.1(A) for Buyer Indemnified Losses (excluding Buyer Indemnified Losses resulting from a breach of Sections 4.1.2 Agreement or 4.1.5(B) and excluding purchase price adjustments and matters covered by separate in any doxxxxxx xr agreement executed concurrently herewith which state that they are not subject to such limitations) shall in no event exceed $10,000,000; and further provided that Seller's liability with respect to a breach of the representations in Section 4.1.2 and 4.1.5(B) shall not exceed the Purchase Price; and further provided that the aggregate liability of Seller under this Agreement (including Buyer Indemnified Losses resulting from breach of Section 4.1.2 or 4.1.5(B)) and under any certificate to be and/or delivered by Seller or its Affiliates at the Closing and under any agreement delivered Huelsman in connection herewith shall in no event exceed the Purchase Priceherewith; and further provided that in no event shall Seller have any obligation to indemnify Buyer with respect to any Losses arising out of default by the Company or the Subsidiaries under the credit agreements or security agreements with respect to the Long Term Debt (x) unless such default is a default with respect to (i) the payment of principal, interest, fees or other expenses required to be paid under such credit agreements or security agreements, (ii) axx xxxxxlfillment of any requirements agreement or covenant contained herein or in any certificate, documents, agreement or instrument delivered hereunder on the part of such credit agreements Seller or security agreements to deposit, maintain, return or restore funds in or to project accounts or reserve accounts, or Huelsman; and/or (iii) any failure of Sxxxxx xx Huelsman to pay and/or perform any liabxxxxx xx obligation of Seller, Huelsman or the useBusiness other than the Xxxxxxx Liabilities; and (iv) any loss, application liability, or distribution of fundsexpenses, including payments reasonable attorneys' fees and costs, incurred by Buyer in pursuing a claim against Intelligraphics, Inc. of Texas for infringement of the name "Intelligraphics"; provided for this purpose, the parties acknowledge that Godfrey & Kahn, S.C. has been retained xx xxxxue xxxx claim and will continue to Seller, Dominion and their respective Affiliates, or (y) unless Seller had knowledge of such default at or prior be the counsel which will pursue the matter subsequent to the Closing. (Bb) The representations and warranties Notwithstanding anything in this Agreement to the contrary, Seller and in any other document Huelsman shall not be obligated to indexxxxx, xefend or certificate hold harmless Buyer pursuant to be delivered at the Closing pursuant hereto shall survive the Closing solely for purposes Paragraph 6.1(a)(i) of this Article VII and shall terminate 540 days after Agreement, in respect of any breach of any representation or warranty made in this Agreement or any document executed in connection herewith unless, the Closing Date, except aggregate Losses for which Buyer is entitled to indemnification under said Paragraph 6.1 (a) (i) shall exceed twenty- five thousand dollars ($25,000.00) (in which event the entire loss will be payable), and in no event shall Seller's and Huelsman's aggregate liability to indemxxxx Xxxxx in respect of all Losses under said Paragraph 6.1(a)(i) exceed $4,300,000. Notwithstanding the foregoing, no Loss arising from a breach of a representation and warranty in Sections 4.1.2,3.8, 3.9 or the second sentence of Section 3.10 will be subject to the $25,000 "basket" provided for above; that is, any such Loss will be payable by Seller and Huelsman without dilution or effect agaxxxx xxx $25,000 "basket.". (c) Seller and Huelsman may satisfy their obligations xxxxx Xxragraph 6.1 (a) of this Agreement by transferring Subject Shares to Buyer except with respect to any claim by Buyer relating to the failure to obtain Consents specified in Section 1.3(b)(1) and (ii), which shall be paid in cash to Buyer. Such shares shall be valued at fifty percent (50%) of the Market Price of the Common Stock as of the most recent business day preceding the date of transfer. If applicable, Seller and Buyer shall direct the Escrow Agent to transfer to Buyer such number of Subject Shares as Seller may designate in accordance with the provisions of this Paragraph 6.1(c).