Common use of Indemnification of Buyer Clause in Contracts

Indemnification of Buyer. (a) From and after the Closing (but subject to the terms and conditions of Article IX and Exhibit C of this Agreement), Seller will indemnify, defend and hold harmless Buyer and any of its Affiliates, the Company and any Subsidiary and their respective officers, directors, employees or agents (collectively, the “Buyer Indemnitees”) from and against, and will pay to Buyer Indemnitees the amount of, any and all Losses, whether or not involving a Third-Party Claim, arising out of or resulting from, or in connection with: (i) any breach of any representation or warranty made by Seller or the Company contained in Article III or Article IV; (ii) the failure to pay any Taxes pursuant to Section 7.03(a), Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); (iii) any failure of Seller to perform any of its covenants or agreements contained in this Agreement requiring performance by Seller after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior to the Closing or Seller or any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement; (v) any Seller Transaction Expenses or Indebtedness to the extent not included in the calculation of the Purchase Price; or (vi) the matters described on Part C of Exhibit C. (b) Other than as contemplated by Section 9.04(e), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this Agreement.

Indemnification of Buyer. (a) From and after the Closing (but subject Subject to the terms limitations provided for below in this Article VIII, the Sellers, severally in accordance with their respective Pro Rata Shares and conditions of Article IX and Exhibit C of this Agreement), Seller will indemnify, defend not jointly (“Acquired Company Indemnifying Party”) hereby agree to indemnify and hold harmless Buyer and any to the fullest extent permitted by applicable law the Buyer, each of its Affiliates, the Company Affiliates and any Subsidiary each of its and their respective officersmembers, managers, partners, directors, employees or officers, employees, stockholders, attorneys and agents and permitted assignees and the Sellers (collectively, the each a “Buyer IndemniteesIndemnified Party”) from ), against and against, and will pay to Buyer Indemnitees the amount of, in respect of any and all out-of-pocket loss, cost, payments, demand, penalty, forfeiture, expense, liability, judgment, deficiency or damage, and diminution in value or claim (including actual costs of investigation and attorneys’ fees and other costs and expenses) (all of the foregoing collectively, “Losses, whether ”) incurred or not involving sustained by any Buyer Indemnified Party as a Third-Party Claim, arising out result of or resulting from, or in connection with: (i) any breach of any representation or warranty made by Seller or the Company contained in Article III or Article IV; (ii) the failure to pay any Taxes pursuant to Section 7.03(a), Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); (iii) any failure of Seller to perform any of its covenants or agreements contained in this Agreement requiring performance by Seller after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior to the Closing or Seller or any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement; (v) any Seller Transaction Expenses or Indebtedness to the extent not included in the calculation of the Purchase Price; or (vi) the matters described on Part C of Exhibit C. (b) Other than as contemplated by Section 9.04(e), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject breach, inaccuracy or which may be payable out nonfulfillment of any of the Indemnification representations, warranties, covenants and agreements of the Acquired Company Parties contained herein. Notwithstanding anything to the contrary provided for herein, except in the event of fraud or an intentional misrepresentation, no Acquired Company Indemnifying Party shall be liable for Losses related to a TGS Claim in excess of the TGS Escrow Account under Amount as such Losses shall be paid from the TGS Escrow Amount Notwithstanding the foregoing, with respect to any breach of a representation, warranty or covenant made by a Seller individually, which representations, warranties and covenants are made in connection with this Agreementthe last sentence of Section 3.02, Section 3.07, the second sentence of Section 3.13, Section 3.24 and Section 10.22, only such Seller, severally and individually for himself, herself or itself only, shall indemnify and hold harmless the Buyer Indemnified Parties from and against and in respect of any and all Losses incurred or sustained by any Buyer Indemnified Party as a result of such breach, subject to the limits on indemnification of Losses set forth above and as provided in Section 8.04.

Indemnification of Buyer. (a) From Seller shall hold Buyer and after its Affiliates, and their respective shareholders, directors, officers, employees, successors, assigns, and agents (the Closing “Buyer Indemnified Persons”), harmless and indemnify each of the Buyer Indemnified Persons from and against any and all claims, losses, damages, liabilities, expenses or costs (but subject net of any Tax detriment or Tax benefit when and if realized) (“Losses”), plus reasonable attorneys’ fees and expenses incurred in connection with Losses and/or enforcement of this Agreement (collectively, the “Indemnified Losses”) incurred or to the terms and conditions be incurred by any of them resulting from or arising out of; (i) any breach or violation of a representation or warranty made by Seller in Article IX and Exhibit C 3 of this Agreement, (ii) any breach, violation or non-fulfillment of a covenant or agreement made by Seller in this Agreement, (iii) the ownership, use or possession of the Excluded Assets, (iv) the Excluded Liabilities, and (v) fraud or intentional misrepresentation or criminal acts. Seller hereby waives any claim for contribution or indemnity from any of the Transferred Employees with respect to any Indemnified Losses. (b) In addition to any other indemnification granted herein and notwithstanding the survivability or limits, if any, of any representation contained herein or the absence of any representation herein, Seller agrees to hold the Buyer Indemnified Persons harmless and shall indemnify each of them from and against liabilities of Seller for Taxes or liability, if any, for Taxes of others, including, but not limited to, Seller or any of its Affiliates, or damage or Indemnified Losses payable with respect to Taxes claimed or assessed against Buyer with respect to the Business or the Purchased Assets (i) for any taxable period, or portion thereof, ending on or before the Effective Time (except as otherwise specified in Section 6.2), or (ii) for any taxable period resulting from a breach by Seller will of any of the representations or warranties or covenants contained in Sections 3.5 or 6.2 hereof. Xxxxxx also agrees to indemnify, defend and hold harmless the Buyer and any of its Affiliates, the Company and any Subsidiary and their respective officers, directors, employees or agents (collectively, the “Buyer Indemnitees”) Indemnified Persons from and against, and will pay to Buyer Indemnitees the amount of, against any and all Losses, whether or not involving Indemnified Losses sustained by Buyer in a Third-Party Claim, arising taxable period ending after the Effective Time that arises out of the settlement or resulting from, other resolution (without the consent of Buyer) of a proposed Tax adjustment that relates to a taxable period ending on or before the Effective Time (except as otherwise specified in connection with:Section 6.2(a) or 6.2(b)). (ic) With respect to any breach of any representation or warranty made by Seller or indemnity payment under this Section 9.1, the Company contained in Article III or Article IV; (ii) the failure parties agree to pay any Taxes pursuant to Section 7.03(a)treat, Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); (iii) any failure of Seller to perform any of its covenants or agreements contained in this Agreement requiring performance by Seller after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior to the Closing or Seller or any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement; (v) any Seller Transaction Expenses or Indebtedness to the extent not included in permitted by Legal Requirement, all such payments as an adjustment to the calculation consideration paid for the sale and transfer of the Purchase Price; or (vi) the matters described on Part C of Exhibit C. (b) Other than as contemplated by Section 9.04(e), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this AgreementPurchased Assets.

Indemnification of Buyer. (a) From Except as provided in Section 8.5, each Seller, individually and after the Closing (but subject to the terms not joint and conditions of Article IX and Exhibit C of this Agreement)severally, Seller will indemnify, defend shall indemnify and hold harmless Global and Buyer and each officer, director and affiliate of Global and Buyer, including without limitation the Company or any successor of its Affiliatesthe Company (each, a “Buyer Indemnified Party” and collectively, the Company “Buyer Indemnified Parties”) from and against any Subsidiary and their respective officersall damages, directorslosses, employees claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys’ fees and expenses incurred in investigating and preparing for any litigation or agents proceeding) other than consequential, special and indirect damages (collectively, the “Indemnifiable Costs”), which any of the Buyer IndemniteesIndemnified Parties sustains, or to which any of the Buyer Indemnified Parties is subjected, arising out of any misrepresentation or breach by such Seller under any of the individual representations in Sections 3.1 and 3.9(a), (d) and (e), covenants, conditions, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith with respect to such Seller (collectively, the “Individual Obligations”) ). Except as provided in Section 8.5, the Parent and the Sellers, jointly and severally shall indemnify and hold harmless the Buyer Indemnified Parties from and against, and will pay to Buyer Indemnitees the amount of, against any and all LossesIndemnifiable Costs which any of the Buyer Indemnified Parties sustains, or to which any of the Buyer Indemnified Parties is subjected, arising out of (A) any misrepresentations or breach by the Company (and not with respect to a particular member of Parent) of or under any of the representations, covenants, conditions, agreements or other provisions of this Agreement or any Transaction Document executed in connection herewith; (B) any liability against the Companies or any of the Buyer Indemnified Parties to (i) any other party to a Dealer Agreement or (ii) any party to an equipment leasing arrangement with a leasing company (other than the DLL Leasing Agreement or any related agreement with DLL or other agreement with DLL listed on Schedule 3.9 or 3.14) or one of the Companies’ customers for claims by such other party involving the breach of any such agreement or any Requirements of Laws in connection with any such agreement; to the extent not listed on Schedule 3.18, based upon facts occurring prior to Closing which form the alleged basis for any litigation, but only (i) if the primary claim of any such dispute or litigation with such other party to a Dealer Agreement or an equipment leasing agreement is the breach of any such agreement or any Requirements of Laws in connection with any such agreement prior to the Closing by the Companies (i.e. not primarily based on circumstances affecting the relationship with such third party after the Closing) and (ii) to the extent it should have been, but was not, reserved for or reflected in the Financial Statements; (C) any obligation or uncollected amounts actually due by the Companies pursuant to a recourse lease or guaranty entered into by the Company or the Sellers on or prior to the Closing Date, whether or not involving a Third-Party Claimdisclosed on the Disclosure Schedules, arising out of but only to the extent not reserved for or resulting fromreflected in the Financial Statements or the final and binding Closing Statement Review in accordance with GAAP, or in connection with: (iD) any breach claims or liability against the Company, whether known at the time of any representation signing of the Agreement or warranty made by Seller or the Company contained in Article III or Article IV; (ii) the failure to pay any Taxes pursuant to Section 7.03(a)not, Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); (iii) any failure of Seller to perform any of its covenants or agreements contained in this Agreement requiring performance by Seller after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person assessed for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company periods prior to the Closing by any Governmental Body or Seller representative thereof for Unclaimed Property except as reserved for or any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement; (v) any Seller Transaction Expenses or Indebtedness to the extent not included reflected in the calculation Financial Statements. This indemnification is expressly intended to apply notwithstanding any negligence (whether sole, concurrent, active or passive) or other fault or strict liability on the part of the Purchase Price; or (vi) the matters described on Part C of Exhibit C. (b) Other than as contemplated by Section 9.04(e), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this AgreementBuyer.

Indemnification of Buyer. (a) From and after the Closing (but subject to the terms and conditions of Article IX and Exhibit C provisions of this AgreementArticle 9), Seller will indemnify, defend and hold harmless Buyer and any of its Affiliates, the Company and any Subsidiary and their respective officers, directors, employees or and agents (collectively, the “"Buyer Indemnitees”") from shall be indemnified by H&H Group in respect of any loss, Liability, damage, deficiency, demand, judgment, interest, fine, Tax, penalty, assessment, Action, award, cost or expense (including reasonable out-of-pocket costs of investigation and against, defense and will pay to attorneys' and other professionals' fees) (hereinafter individually a "Loss" and collectively "Losses") suffered or incurred by the Buyer Indemnitees to the amount ofextent such Loss results from, any and all Losses, whether is caused by or not involving a Third-Party Claim, arising arises out of or resulting from, or in connection with: (i) any a breach of any representation or warranty made of Seller or H&H Group contained in Article 3 or 4 of this Agreement and any certificate delivered hereunder by or on behalf of Seller, H&H Group, Newco, the Company or any of the Sold Subsidiaries other than a Fundamental Representation, (ii) a breach of any Fundamental Representation of Seller or H&H Group contained in Article 3 or 4 of this Agreement, (iii) a breach of or non-compliance with any covenant or agreement by Seller or H&H Group contained in this Agreement, (iv) (A) any Liabilities with respect to the Excluded Subsidiaries and the Old Company and (B) any Liabilities with respect to Seller, other than to the extent resulting from, caused by or arising out of Seller's ownership or operation of, or otherwise attributable to, Newco, the Company contained or any of the Sold Subsidiaries, (v) any Liability of Newco, the Company or the Sold Subsidiaries related to the Omega Chemical Corporation Superfund Site (the "Omega Superfund Site") in Article III Whittier, California, EPA ID#: CAD042245001 ("Omega Site Liability") and (vi) any matter set forth on Schedule 9.02(a). (b) Notwithstanding anything to the contrary set forth in this Agreement: (i) Even if a Buyer Indemnitee would otherwise be entitled to indemnification for a Loss pursuant to this Agreement, the Buyer Indemnitees shall not be entitled to indemnification for a Loss pursuant to Section 9.02(a)(i) unless a claim or Article IVseries of related claims individually involves such Losses in excess of $25,000; (ii) the failure No Buyer Indemnitee shall be entitled to pay any Taxes indemnification for any Losses pursuant to Section 7.03(a9.02(a)(i) except to the extent the aggregate amount of all such Losses exceeds on a cumulative basis an amount equal to three-quarters of one percent (0.75%) of the Purchase Price (such amount, the "Deductible"), Section 7.03(e), or Section 7.03(i) (and then only to the “Tax Payment Covenants”)extent such Losses exceed the Deductible; (iii) No Buyer Indemnitee shall be entitled to any failure indemnification for any Losses pursuant to Sections 9.02(a)(i) or 9.02(a)(ii) to the extent the aggregate amount of Seller all such Losses paid or payable to perform the Buyer Indemnitees by or on behalf of H&H Group exceeds on a cumulative basis an amount equal to three-quarters of one percent (0.75%) of the Purchase Price (the "General Cap"); provided, however, that, notwithstanding the foregoing provision of this Section 9.02(b)(iii), (A) with respect to Losses pursuant to Section 9.02(a)(i) to the extent arising out of (1) Sections 4.15(c) or 4.15(d) (Compliance with Laws) or Section 4.16 (Environmental Matters), (2) any of its covenants the exclusions under the R&W Policy that are listed on Schedule 9.02(b)(iii) (the "Specified Exclusions") or agreements contained in this Agreement requiring performance by Seller after (3) those matters (if any) identified on the Closing Date Representations Letter that were not identified on the Signing Date Representations Letter (the "Interim Period Matters"), the Buyer Indemnitees shall be entitled to indemnification to the extent the aggregate amount of all such Losses does not exceed on a cumulative basis, together with all other Losses pursuant to which the Buyer Indemnitees are entitled to indemnification under Section 9.02(a) and Section 9.12(l), an amount equal to ten percent (10%) of the Purchase Price; (B) with respect to Losses pursuant to Section 9.02(a)(ii) and attributable to one or more of the Specified Exclusions or the Interim Period Matters (such Losses collectively, the "Carved-Out Fundamental Losses"), the Buyer Indemnitees shall be entitled to indemnification to the extent the aggregate amount of all such Losses does not exceed on a cumulative basis, together with all other Losses pursuant to which the Buyer Indemnitees are entitled to indemnification under Section 9.02(a) and Section 9.12(l), an amount equal to the Purchase Price; and (C) with respect to Losses pursuant to Section 9.02(a)(ii) other than the Tax Payment CovenantCarved-Out Fundamental Losses, the Buyer Indemnitees shall be entitled to indemnification in excess of the General Cap only to the extent the aggregate amount of all such Losses exceeds an amount equal to the difference of (x) $20,000,000 minus (y) the aggregate amount of all amounts paid to Buyer under the R&W Policy as of the date on which such Losses are paid (such amount, the "Fundamental Representation Floor"), in which case the Buyer Indemnitees shall thereafter be entitled to indemnification for such Losses in excess of the Fundamental Representation Floor, but only to extent the aggregate amount of all such Losses does not exceed on a cumulative basis, together with all other Losses pursuant to which the Buyer Indemnitees are entitled to indemnification under Section 9.02(a) and Section 9.12(l), an amount equal to the Purchase Price; provided, further, however, that, for the avoidance of doubt, no Buyer Indemnitee shall be entitled to any indemnification for any Losses pursuant to Section 9.02(a) and Section 9.12(l) to the extent the aggregate amount of all such Losses exceeds on a cumulative basis an amount equal to the Purchase Price; (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior Except to the extent attributable to a breach of the representations and warranties contained in Section 4.09(e), no Buyer Indemnitee shall be entitled to any indemnification pursuant to Section 9.02(a) or Section 9.12(l) for Losses consisting of or relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing or Seller or any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement;Date; and (v) All payments under this Section 9.02 shall be treated by the parties as an adjustment to the proceeds received by Seller pursuant to Article 1. (c) The Buyer Indemnitees shall not be entitled to indemnification with respect to any Seller Transaction Expenses conditions of contamination, including any Release or Indebtedness the presence of Hazardous Substances, identified through any environmental sampling, investigation or assessment conducted by or on behalf of Buyer which is not: (i) affirmatively required by Environmental Laws or a Governmental Body, (ii) precipitated by Buyer's reasonable determination, as communicated to H&H Group in writing, that an environmental condition exists which would present an imminent risk of harm to human health or materially impair the use of the facility consistent with the property's use as of the Closing (provided, however, that failure to deliver such written communication shall not affect the indemnification provided hereunder except to the extent not included in the calculation Seller shall have been actually prejudiced as a result of the Purchase Price; or (vi) the matters described on Part C of Exhibit C. (b) Other than as contemplated by Section 9.04(esuch failure), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, iii) required in connection with any lease arrangement in existence as of the Closing and affecting any property leased by Newco or the Sold Subsidiaries as of the Closing or (iv) in response to an unsolicited Third-Party Claim. Sampling activities conducted in accordance with any of (i)-(iv) of the foregoing sentence shall constitute "Acceptable Sampling Activities". Any Release or presence of Hazardous Substances identified pursuant to Acceptable Sampling Activities shall constitute an "Identified Environmental Condition". (d) The Buyer Indemnitees shall not be entitled to indemnification obligation with respect to which Seller may become subject any environmental investigatory, corrective, remedial or which may be payable response action, including such actions related to Identified Environmental Conditions (collectively, "Response Actions") except to the extent such Response Action (x) is attributable to a breach of the representations and warranties set forth in Section 4.16 and is (y) (i) affirmatively required by Environmental Laws or a Governmental Body, (ii) reasonably necessary to resolve or address an unsolicited Third-Party Claim asserting liability or potential liability arising out of any Release or the Indemnification Escrow Account under or presence of Hazardous Substances in connection with acts, events or circumstances existing or occurring prior to the Closing, (iii) reasonably necessary to address conditions the presence of which would reasonably be expected to present an imminent risk of harm to human health or materially impair the property's use in a manner consistent with its use as of the Closing. Any Response Action undertaken by Buyer at a property owned, operated or occupied by the Company, Newco or any Sold Subsidiary shall assume the continued use of a subject property in a manner consistent with its use as of the Closing. Buyer shall utilize the most cost-effective and commercially reasonable remedial approach permitted by applicable Environmental Laws, including the use of risk-based remedial standards and engineering and institutional controls (including deed restrictions or notices and land use restrictions), except to the extent that the use of such risk-based remedial standards or engineering or institutional controls would unreasonably interfere with continued use of the property in a manner that is consistent with the property's use as of the Closing or, in the case of a property owned by a third party, is not agreed to by such third party. (e) The parties hereby acknowledge that the Company or the Sold Subsidiaries have been identified by the U.S. Environmental Protection Agency as a potentially responsible party pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§ 9601 to 9675 ("CERCLA") for releases and threatened releases of hazardous substances at and from the Omega Superfund Site. As provided in Section 9.02 (a)(iv), any Omega Site Liability shall constitute a Loss subject to the indemnification procedures and limitations set forth in this AgreementArticle 9; provided, however, as follows: (i) H&H Group shall retain control and responsibility for all aspects of actual or potential Omega Site Liability and all matters related to the Omega Superfund Site as related to Seller, the Company or the Sold Subsidiaries and that Buyer shall refrain from any action regarding actual or potential Omega Site Liability or the Omega Superfund Site except as expressly provided herein; provided, that H&H Group shall direct its outside counsel retained in respect of the Omega Site Liability (such counsel, "H&H Group's Omega Counsel") to provide to a representative of Buyer (which representative shall be designated in writing by Buyer to H&H Group and may be changed upon five (5) Business Days' written notice by Buyer to H&H Group) copies of all correspondence delivered to H&H Group by H&H Group's Omega Counsel (such correspondence, the "Omega Correspondence"); provided, however, that, with respect to the Omega Correspondence, Buyer shall comply with the terms and conditions set forth on Schedule 9.02(e). Seller shall have the unqualified right, in its sole discretion, to: (A) Contest, defend, settle, compromise, enter into agreements, or otherwise address any actual or potential Omega Site Liability; provided, that H&H Group may not, without the consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed), enter into any such settlement that involves more than monetary relief and which affects the operation of the Businesses; (B) Participate in any way in any group of potentially responsible parties to address in any way actual or potential Omega Site Liability or the Omega Superfund Site; (C) Commence, respond to, or participate in any way in any legal proceeding, including civil or criminal litigation in local, state, or federal courts, administrative proceedings, or other proceedings, related to actual or potential Omega Site Liability or the Omega Superfund Site; (D) Communicate with third parties, including any Governmental Body or potentially responsible parties, regarding actual or potential Omega Site Liability or the Omega Superfund Site; (E) Investigate, assess, remediate, cleanup, or otherwise address or respond to any issue related to the Omega Superfund Site; and (F) Take any other actions related to actual or potential Omega Site Liability or the Omega Superfund Site. (f) Buyer shall promptly notify H&H Group of any and all claims, demands, notices, or other communications from any Governmental Body regarding actual or potential Omega Site Liability or the Omega Superfund Site following receipt thereof and shall provide H&H Group with any and all documentation or other information or materials received by Buyer related to such claims, demands, notices or other communications as promptly as reasonably practicable.

Indemnification of Buyer. (a) From In consideration of the Buyer’s execution and after delivery of the Closing (but subject Transaction Documents and the acquisition of the OP Units hereunder and in addition to all of the terms and conditions of Article IX and Exhibit C of this Agreement), Seller will indemnify, defend and hold harmless Buyer and any of its AffiliatesSeller’s other obligations under the Transaction Documents, the Company and any Subsidiary the Seller shall, jointly and their respective severally, defend, protect, indemnify and hold harmless the Buyer and all of its affiliates, members, partners, officers, directorstrustees and employees, employees and any of the foregoing person’s agents or agents other representatives (collectively, the “Buyer Indemnitees”) from and against, and will pay to Buyer Indemnitees the amount of, against any and all Lossesactions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Buyer Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees of the Buyer Indemnitee’s choice and disbursements (the “Buyer Indemnified Liabilities”), incurred by any Buyer Indemnitee as a result of, or not involving arising out of, or relating to (1) a Third-Party Claimbreach of any of the representations, warranties or covenants made by the Company or the Seller herein, or (2) any cause of action, suit or claim brought or made against such Buyer Indemnitee and arising out of or resulting fromfrom the execution, delivery, performance or in connection with: enforcement of this Agreement, other than with respect to Buyer Indemnified Liabilities which directly and primarily result from (iA) any a breach of any representation or warranty made by Seller or the Company contained in Article III or Article IV; (ii) the failure to pay any Taxes pursuant to Section 7.03(a)of such Buyer’s representations and warranties, Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); (iii) any failure of Seller to perform any of its covenants or agreements contained made in this Agreement requiring performance or (B) the gross negligence, bad faith, willful misconduct or malfeasance of such Buyer Indemnitee or any other Buyer Indemnitee. To the extent that the foregoing undertaking by Seller after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior and the Seller may be unenforceable for any reason, the Company and the Seller shall make the maximum contribution to the Closing payment and satisfaction of each of the Buyer Indemnified Liabilities which is permissible under applicable law; provided, however, that no Buyer Indemnitee shall be entitled to indemnification for special, consequential (including lost profits or Seller diminution in value) or any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement; (v) any Seller Transaction Expenses or Indebtedness punitive damages. Notwithstanding anything to the extent contrary, consequential damages shall be deemed not included to include diminution in the calculation value of the Purchase Price; or (vi) OP Units, which is specifically excluded from damages covered by the matters described on Part C of Exhibit C. (b) Other than as contemplated by Section 9.04(e), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this AgreementBuyer Indemnified Liabilities.

Indemnification of Buyer. (a) From and after the Closing (but subject to the terms Closing, Parent and conditions of Article IX and Exhibit C of this Agreement)Sellers shall defend, Seller will indemnify, defend indemnify and hold harmless the Buyer and any of its Affiliates, the Company and any Subsidiary and their respective officers, directors, employees or employees, Affiliates, and agents (collectively, the “Buyer IndemniteesIndemnified Parties”) ), harmless from and against, and will pay to Buyer Indemnitees the amount of, against any and all losses, costs, expenses (including, without limitation, reasonable attorneys’ and independent accountants’ fees and disbursements), liabilities, damages (excluding incidental, special, consequential or punitive damages), fines, penalties, charges, assessments, judgments and settlements (individually, a “Loss” and collectively, “Losses, whether or not involving a Third-Party Claim, ”) that the Buyer Indemnified Parties incur arising out of or resulting from, or in connection with: (i) any breach inaccuracy of any representation or the breach of any warranty made by Seller or the Company contained Parent and Sellers in Article III II of this Agreement, (it being agreed and acknowledged by the parties that, for purposes of right to indemnification pursuant to this subclause (i), the representations and warranties of Parent and Sellers contained herein shall not be deemed qualified by any references herein to materiality generally or Article IV; to whether or not any such breach results or may result in a Material Adverse Effect), (ii) any non-fulfillment of any covenant or agreement made by the failure to pay any Taxes pursuant to Section 7.03(a)Parent and Sellers in this Agreement, Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); (iii) any Excluded Assets or Excluded Liabilities, (iv) any and all Losses suffered or incurred by the Buyer Indemnified Parties to the extent arising out of any action, inaction, event, citation, liability or obligation of Parent or any Seller occurring or existing prior to the Closing, (v) any and all Losses suffered or incurred by the Buyer Indemnified Parties with respect to the replacement costs reasonably incurred as a result of any and all Required Non-Customer Consents, (vi) any and all Losses suffered or incurred by the Buyer Indemnified Parties arising out of the Transition Services Agreement, or (vii) any and all Losses suffered or incurred by the Buyer Indemnified Parties arising out of (A) any breach of the representations and/or warranties and any indemnification obligations of the “Tenant” (as such term is defined in the Minnesota Lease) contained in Section 22.u of the Minnesota Lease, but solely with respect to Parent’s and/or one or more Sellers’ use of the Property (as such term is defined in the Minnesota Lease) prior to the Closing Date or a condition of the Property that existed prior to the Closing Date, and (B) any failure of by the Parent and/or any Seller to fully and timely perform any in conformity with the Minnesota Lease, whether prior or subsequent to the Closing, all of its covenants or agreements the obligations of the “Tenant” pursuant to, the following sections of the Minnesota Lease: Section 1.c , second sentence; Section 1.n; Section 1.t; Section 7.b(x), second sentence. The representations and warranties contained in this Agreement requiring performance by Seller after the Closing (other than the Tax Payment Covenant); (ivand any right to indemnification for breach thereof) any claim shall not be affected by any Person for brokerage investigation, verification or finder’s fees examination by any party hereto or commissions by any representative of any such party or similar payments based upon any agreement made by any such Person party’s Knowledge of any facts with the Company prior respect to the Closing accuracy or Seller inaccuracy of any such representation or any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement; (v) any Seller Transaction Expenses or Indebtedness to the extent not included in the calculation of the Purchase Price; or (vi) the matters described on Part C of Exhibit C. (b) Other than as contemplated by Section 9.04(e), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this Agreementwarranty.

Indemnification of Buyer. (a) From Each Seller and after each of the Closing (but subject to the terms Filefront Principals shall, jointly and conditions of Article IX and Exhibit C of this Agreement)severally, Seller will indemnify, defend and hold harmless indemnify Buyer and any of its Affiliatesdirect and indirect shareholders, the Company and any Subsidiary and their respective officers, directors, employees or agents employees, agents, representatives, affiliates, successors, and permitted assigns (collectively, the “"Buyer Indemnitees”Parties") and hold each of them harmless from and againstagainst and pay on behalf of or reimburse such Buyer Parties in respect of any loss (including diminution in value), and will pay to Buyer Indemnitees the amount ofliability, any and all Lossesdemand, claim, action, cause of action, cost, damage, deficiency, tax, penalty, fine or expense, whether or not involving a Third-Party Claim, arising out of third party claims (including, without limitation, interest, penalties, reasonable attorneys' fees and expenses, court costs and all amounts paid in investigation, defense or resulting fromsettlement of any of the foregoing) (collectively, "Losses" and individually, a "Loss") which any such Buyer Party may suffer, sustain or become subject to, as a result of, in connection with: , relating or incidental to, or by virtue of: (i) the breach of any representation, warranty, covenant, or agreement made by any Seller or any of the Filefront Principals contained in this Agreement, the other Transaction Documents, any Exhibit or schedule hereto or any certificate delivered by such Seller or any of the Filefront Principals to Buyer with respect hereto or thereto in connection with the Closing, (ii) any Retained Liabilities or any claim, proceeding or assertion made against Buyer with respect to any Retained Liabilities, or (iii) any claim, suit or proceeding instituted by either Seller or any of its equityholders or other stakeholders regarding the allocation of consideration between Sellers. Sellers shall not be obligated to pay any indemnification amount for Losses pursuant to this Section 6B (x) until the aggregate amount of all Losses exceeds $50,000 (the "Basket") whereupon Buyer Parties shall be entitled to indemnification for all Losses (including the Basket) or (y) in excess of $1,000,000 plus 20% of the Additional Purchase Price Payment paid or payable to Seller; provided that in no event shall the limits on indemnification pursuant to this sentence apply to any claim for indemnification (A) pursuant to clause (i) of this Section 6B for breach of the representations and warranties of Sellers made in any of Sections 0X, 0X, 0X, 0X, 0X xx 0X, (X) pursuant to clause (i) of this Section 6B for breach of any covenant or agreement made by Seller, or (C) pursuant to clause (ii) or (iii) of this Section 6B; provided further Sellers shall not be obligated to pay any indemnification amount with respect to a breach of any representation or warranty made by Seller or the Company contained in Article III or Article IV; (ii) the failure to pay any Taxes pursuant to Section 7.03(a), Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); (iii) any failure 4H in excess of Seller to perform any of its covenants or agreements contained in this Agreement requiring performance by Seller after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior to the Closing or Seller or any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement; (v) any Seller Transaction Expenses or Indebtedness to the extent not included in the calculation $2,000,000 plus 50% of the Additional Purchase PricePrice Payment paid or payable to Seller; or provided further that in no event shall Sellers' aggregate obligations for breaches of representations and warranties exceed the Purchase Price (vi) including, for the matters described on Part C avoidance of Exhibit C. (b) Other than as contemplated by Section 9.04(edoubt, the Additional Purchase Price Payment), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this Agreement.

Indemnification of Buyer. (a) From and after the Closing (but subject to the terms Closing, Sellers shall, on a joint and conditions of Article IX and Exhibit C of this Agreement)several basis, Seller will indemnify, defend and hold harmless indemnify Buyer and any of its Affiliates, the Company and any Subsidiary and their respective officers, directors, employees or agents managers, employees, agents, partners, stockholders, members, Affiliates, successors and assigns (collectively, the “Buyer Indemnitees”) from against and against, and will pay to hold the Buyer Indemnitees harmless from such Losses incurred by the amount of, any and all Losses, whether or not involving a Third-Party Claim, Buyer Indemnitees: (a) arising out of or resulting fromcaused by any inaccuracy in, or breach of, any representation or warranty contained in connection with:Article 3 or Article 4, other than any Seller Fundamental Representation, on the part of the Sellers; provided, that for purposes of calculating Losses hereunder, any materiality, Material Adverse Effect or other similar qualifications in such representations and warranties shall be disregarded; (b) arising out of or caused by any inaccuracy in, or breach of, any Seller Fundamental Representation, on the part of the Sellers; provided, that for purposes of calculating Losses hereunder, any materiality, Material Adverse Effect or other similar qualifications in such representations and warranties shall be disregarded; (c) arising out of or caused by any breach or nonperformance of any covenant or obligation made or incurred by Sellers or Sellers’ Representative herein; (d) arising out of (i) any breach liability for unpaid Taxes of any representation or warranty made by Seller or the Company contained during any Pre-Closing Tax Period (including any portion of a Straddle Period allocable or apportioned to Sellers (as provided in Article III or Article IV; Section 8.6.3)), except to the extent such Taxes are specifically reflected on the Final Adjustment Statement, (ii) any liability for Taxes of any member of an affiliated, consolidated, combined, or unitary group of which the failure Company is or was a member on or prior to pay any Taxes the Closing Date, including pursuant to Section 7.03(a)1.1502-6 of the Treasury regulations or any analogous or similar Law or regulation, Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); and (iii) any failure liability for Taxes of Seller to perform any of its covenants or agreements contained in this Agreement requiring performance by Seller after the Closing Person (other than the Tax Payment Covenant); (ivCompany) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with imposed on the Company as a transferee successor, by contract or pursuant to any Law, rule, or regulation, which Taxes relate to an event or transaction occurring prior to the Closing or Seller or any of Seller’s Affiliates in connection with the transactions contemplated by this AgreementDate; (ve) arising out of any Seller Transaction (i) Closing Indebtedness or (ii) Selling Expenses of the Company; (f) arising out of or Indebtedness related to the extent not included in the calculation operation of the Purchase PriceCompany’s business on or prior to July 5, 2018; orand (vig) arising out of or caused by the matters described on Part C of Exhibit C. (b) Other than as contemplated by Section 9.04(eSchedule 9.1(g), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this Agreement.

Indemnification of Buyer. (a) From Seller, ELRH and after the Closing (but subject to the terms ELRH II, jointly and conditions of Article IX and Exhibit C of this Agreement)severally, Seller will indemnify, defend and hold harmless Buyer and any its Affiliates and each of its Affiliates, the Company and any Subsidiary and their respective directors, officers, directorsemployees, employees or agents, shareholders, members, managers equity holders, partners, attorneys and agents (collectively, the “Buyer IndemniteesIndemnified Parties”) ), harmless from and against, and will pay to Buyer Indemnitees the amount of, against (a) any and all Losses, whether or not involving a Third-Losses incurred by any Buyer Indemnified Party Claim, arising out of of, resulting from or resulting from, or in connection with: (i) relating to any breach or inaccuracy of any representation or warranty of the representations and warranties made by Seller Seller, ELRH or the Company contained ELRH II in Article III or Article IV; this Agreement; (ii) the failure to pay any Taxes pursuant to Section 7.03(a), Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); (iiib) any failure of Seller Seller, ELRH or ELRH II or their respective Affiliates to perform carry out, perform, satisfy and discharge any of its covenants their respective covenants, agreements, undertakings, liabilities or agreements contained in obligations under this Agreement requiring performance or any of the agreements or instruments delivered by Seller after the Closing or any of their respective Affiliates pursuant to this Agreement; (other than the Tax Payment Covenant); (ivc) any claim Losses incurred by any Person for brokerage Buyer (“Buyer Losses”) as a result of Seller, ELRH or finder’s fees or commissions or similar payments based upon any agreement made ELRH II experiencing a Bankruptcy Event, including but not limited to, Losses incurred as a result of a rejection of this Agreement by any such Person with court of competent jurisdiction as a result of a Bankruptcy Event or any third party claims alleging this Agreement constitutes a fraudulent conveyance under applicable Laws; (d) any-Pre-Closing Taxes; and (e) any Liabilities of Seller, ELRH, ELRH II or otherwise relate to the Company Business that occurred prior to the Closing and any other Retained Liabilities or Seller or otherwise related to any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement; (v) any Seller Transaction Expenses or Indebtedness to the extent not included in the calculation of the Purchase Price; or (vi) the matters described on Part C of Exhibit C. (b) Other than as contemplated by Section 9.04(e), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this AgreementExcluded Assets.

Indemnification of Buyer. (a) From Notwithstanding any investigation by Buyer or its representatives, the Equityholders, jointly and after the Closing (but subject to the terms and conditions of Article IX and Exhibit C of this Agreement)severally, Seller will indemnify, defend indemnify and hold harmless Buyer and any of its AffiliatesBuyer, the Company and any Subsidiary Constituent Companies, Largus and their respective officersAffiliates, managers, directors, officers, employees or and agents (each a “Buyer Party”, and collectively, the “Buyer IndemniteesParties”) harmless from and against, and will pay to Buyer Indemnitees the amount of, any and all Liabilities, obligations, claims, contingencies, damages, costs and expenses, including all court costs, costs of investigation, litigation expenses and reasonable attorneys’ fees (collectively, “Losses”), whether that any Buyer Party actually suffers or not involving incurs as a Third-Party Claim, arising out result of or resulting from, or in connection withrelating to: (ia) any the breach of any representation or warranty made by Seller or the Company contained in Article III or Article IV; (ii) the failure to pay any Taxes pursuant to Section 7.03(a)an Equityholder, Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); (iii) any failure of Seller to perform any of its covenants or agreements contained in this Agreement requiring performance by Seller after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior to the Closing or Seller Largus or any of Seller’s Affiliates Constituent Company in connection with the transactions contemplated by this Agreement; (vb) the breach of any covenant or agreement made by an Equityholder, Largus or any Constituent Company in this Agreement; (c) Seller Transaction Expenses or Indebtedness to the extent not included in the calculation of the Purchase PriceTaxes; or (vid) Largus Taxes; provided, however, that (1) recovery from the matters described on Part C Indemnity Escrow Account shall be the sole and exclusive remedy of Exhibit C. (b) Other than as contemplated by the Buyer Parties, the Constituent Companies or their respective Affiliates with respect to any claims arising out of or relating to any Losses under Section 9.04(e9.2(a), Seller will not haveand no Equityholder nor its successors and assigns shall have any liability or obligation to any Buyer Party, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Constituent Company or any of its Subsidiariestheir respective Affiliates with respect to any such Losses other than by payments from the Indemnity Escrow Account, (2) the Buyer Parties will not be entitled to indemnification pursuant to Section 9.2(a) unless the aggregate amount of all Losses for which the Buyer Parties are entitled to indemnification pursuant to such Section exceeds $1,170,000 (the “Deductible”), in connection with any which case the Buyer Parties will be entitled to indemnification obligation to which Seller may become subject or which may be payable out for all such Losses in excess of the Indemnification Deductible, and (3) the maximum amount for which the Equityholders will be liable to the Buyer Parties under Section 9.2(a) shall be $3,000,000 (the “Cap”); provided, further, that the Deductible and the Cap shall not apply to claims for Losses in respect of breaches (or third party allegations of breach) by an Equityholder or a Constituent Company of the Tax Representations except that, with respect to such Losses, no Buyer Party shall be permitted to seek recovery from any Equityholder unless and until the funds in the Indemnity Escrow Account under have been exhausted; provided, further, that in no event will any Buyer Party be entitled to recover or make a claim for any amounts in connection with this Agreementrespect of, and in no event will such “Losses” be deemed to include, any Taxes that are due to the unavailability in any taxable period (or portion thereof) beginning after the Closing Date of any net operating loss, credit or other Tax attribute that arose in a Pre-Closing Tax Period other than as a result of a breach of the representation made in Section 4.19(n).

Indemnification of Buyer. (a) From and after the Closing (but and subject to the terms Sections 9.2, 9.5 and conditions of Article IX 9.6, each Seller and Exhibit C of this Agreement)Beneficial Seller shall, Seller will severally and not jointly, indemnify, defend defend, hold harmless, pay and hold harmless reimburse Buyer and any of its Affiliates, the Company and any Subsidiary Subsidiaries and their respective officers, directors, employees or agents employees, stockholders, Affiliates, control persons, successors, assigns, consultants, accountants, counsel and other advisors (collectively, the “Buyer Indemnitees”) ), from and against, and will pay to Buyer Indemnitees the amount of, against (a) any and all Losses, whether Losses or not involving a Third-Party ClaimTaxes based upon, arising out of or resulting fromcaused by any inaccuracy in, or breach of, any of the representations and warranties made by such Seller or Beneficial Seller in connection with: Article 3 or by Sellers or Beneficial Sellers in Article 4 or in any certificate or instrument delivered by Sellers, Beneficial Sellers or Seller’s Representative pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty were made on and as of the Closing Date; (ib) any Losses or Taxes based upon, arising out of or caused by any breach or nonperformance of any covenant or obligation made or incurred by Sellers, Beneficial Sellers or Sellers’ Representative herein; and (c) any Taxes that Seller and Beneficial Sellers covenant and agree that they are responsible for in Section 10.1(a). Notwithstanding the foregoing, with respect to the representations and warranties made in Article 3, each Seller and Beneficial Seller is responsible for only those representations and warranties made by that Seller or Beneficial Seller, and no Seller or Beneficial Seller shall be obligated to indemnify, defend, hold harmless, pay or reimburse Buyer Indemnitees for Losses based upon, arising out of or caused by, any inaccuracy in, or breach of, any representation or warranty made by any other Seller or the Company contained Beneficial Seller in Article III 3. The Escrowed Funds shall be available to satisfy claims for indemnification of Losses by Buyer Indemnitees hereunder, except if any such claim relates to a breach of a representation or warranty in Article IV; 3 hereof the Escrowed Funds shall be available but only to the extent of the applicable portion of the Escrowed Funds attributable to the applicable Seller or Beneficial Seller that was found in breach of the representation or warranty in Article 3 and, each Seller and Beneficial Seller agrees that Buyer may proceed directly (iiwithout first proceeding against the Escrowed Funds) against the failure to pay applicable Seller or Beneficial Seller for Losses based upon, arising out of or caused by, any Taxes pursuant to Section 7.03(a), Section 7.03(e)inaccuracy in, or breach of, any representation or warranty made by such Seller or Beneficial Seller in Article 3. The indemnification responsibilities of any Seller or Beneficial Seller hereunder shall be construed as being several and in the percentage set forth in Section 7.03(i2.6(a) (of the “Tax Payment Covenants”); (iii) Disclosure Letter. Any indemnifiable Loss hereunder created by any failure act or omission by Sellers’ Representative as provided herein shall be deemed to be a Loss that is the several responsibility of Seller Sellers and Beneficial Sellers for purposes of this Section 9.1. Sellers and Beneficial Sellers do not make and shall not be deemed to perform have made, nor is Buyer relying upon, any representation, warranty, covenant or obligation other than those representations, warranties, covenants and obligations that are expressly set forth in this Agreement. Notwithstanding Buyer’s right to investigate the affairs of the Acquired Companies or any knowledge of Buyer or its Affiliates or representatives obtained through such investigation, Buyer shall have the right to rely fully on the representations, warranties, covenants or agreements and obligations of Sellers, Beneficial Sellers and Sellers’ Representatives contained in this Agreement requiring performance (as qualified by Seller after the Closing Disclosure Letter) and any certificate or instrument delivered by Sellers, Beneficial Sellers or Sellers’ Representative pursuant to this Agreement (other than as qualified by the Tax Payment CovenantDisclosure Letter); (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior to the Closing or Seller or any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement; (v) any Seller Transaction Expenses or Indebtedness to the extent not included in the calculation of the Purchase Price; or (vi) the matters described on Part C of Exhibit C. (b) Other than as contemplated by Section 9.04(e), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this Agreement.

Indemnification of Buyer. (a) From and after Stockholder agrees that following the Closing (but subject to the terms and conditions of Article IX and Exhibit C of this Agreement), Seller she will indemnify, defend and hold harmless Buyer and each officer, director, agent, stockholder, - 15 - representative and affiliate of Buyer, including, without limitation, any successor of its Affiliates, the Company and any Subsidiary and their respective officers, directors, employees or agents Buyer (collectively, the “"Buyer Indemnitees”") from and against, and will pay to Buyer Indemnitees the amount of, against any and all Lossesdamages, whether losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys' fees and expenses incurred in investigating and preparing for any litigation or not involving a Third-Party Claimproceeding) (collectively, the "Indemnifiable Costs"), which any of the Buyer Indemnitees may sustain, or to which any of the Buyer Indemnitees may be subjected, arising out of or resulting from, or in connection with: (i) any inaccuracy in any representation or the breach of any representation warranty of Stockholder under this Agreement, or warranty made by Seller or the Company contained in Article III or Article IV; (ii) any failure by the failure Stockholder to pay duly perform or observe any Taxes pursuant term, provision, covenant, agreement or condition in this Agreement on her part to Section 7.03(abe performed or observed, whether before or after the Closing; provided, however, that Stockholder shall not have any obligation to indemnify any Buyer Indemnitee from and against any Indemnifiable Costs described in this sentence, until the Indemnifiable Costs exceed $300,000 but then from the first dollar of loss sustained, and provided further that the Stockholder shall have no liability for Indemnifiable Costs described in this sentence in excess of $2,400,000 of Indemnifiable Costs (the "Maximum Liability Amount"), except as expressly provided herein. The Stockholder shall (except as expressly provided herein) be responsible only for Indemnifiable Costs relating to claims with respect to which written claim for indemnification was given to Stockholder on or before the two-year anniversary date of the Closing Date. The indemnification remedy provided in this Section 7.03(e7.1 shall be the exclusive remedy of the Buyer Indemnitees for any breaches and misrepresentations (whether in contract or in tort), or Section 7.03(i) (the “Tax Payment Covenants”); (iii) any failure of Seller to perform any of its covenants or agreements . Notwithstanding anything contained in this Agreement requiring performance to the contrary, any claims relating to (x) breaches and misrepresentations with respect to Sections 3.1 (Ownership of Stock), 3.2 (Authorization), 3.3 (No Approvals or Conflicts), 3.9 (Agreements) or 3.10 (No Brokers' or Other Fees), (y) breaches of covenants or (z) any fraud (as contrasted to negligent misrepresentation) or intentional misrepresentation by Seller after the Stockholder (A) shall not be subject to the Maximum Liability Amount, (B) may be brought at any time within the applicable statute of limitations periods, even if notice for such claim for indemnification is given beyond the two-year anniversary of the Closing Date and (other than the Tax Payment Covenant); C) with respect to claims under (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior to the Closing or Seller or any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement; (v) any Seller Transaction Expenses or Indebtedness to the extent not included in the calculation of the Purchase Price; or (vi) the matters described on Part C of Exhibit C. (b) Other than as contemplated by Section 9.04(ex), Seller will (y) and (z) above, Indemnifiable Costs shall not have, and Seller will not assert or exercise (or attempt be required first to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against exceed $300,000 before the Company or any of its Subsidiaries, in connection with any indemnification obligation Stockholder shall be subject to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this Agreementliability for such costs.

Indemnification of Buyer. Seller shall indemnify and hold harmless ------------------------ Buyer against and in respect of the following: (a) From all liabilities and after the Closing (but subject to the terms and conditions of Article IX and Exhibit C of this Agreement)obligations of, or claims against, Seller will indemnifynot expressly assumed by Buyer, defend and hold harmless Buyer and any of its Affiliates, the Company and any Subsidiary and their respective officers, directors, employees or agents (collectively, the “Buyer Indemnitees”) from and against, and will pay to Buyer Indemnitees the amount of, including any and all Lossessuch liabilities, whether obligations or not involving a Third-Party Claim, claims arising out of or resulting fromunder, or in connection with: (i) any breach of any representation or warranty made by Seller or stemming from conduct under, the Company contained in Article III or Article IVAssumed Contracts prior to the Closing; (ii) the failure to pay any Taxes pursuant to Section 7.03(a), Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); (iiib) any failure and all loss, liability, damage or deficiency resulting from any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement on the part of Seller to perform any of its covenants or agreements contained in under this Agreement requiring performance by Seller after the Closing (or from any misrepresentation in or omission from any Schedule, Exhibit, certificate or other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage instrument furnished or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior to the Closing or Seller or any of Seller’s Affiliates in connection with the transactions contemplated by be furnished to Buyer under this Agreement; (vc) any Seller Transaction Expenses and all claims for taxes made against Buyer or Indebtedness to the extent not included taxes paid by Buyer arising directly or indirectly from or in the calculation connection with Seller's operation of its business or Seller's ownership, possession or use of the Purchase Price; orAssets, or otherwise arising from any liability of Seller (whether or not contested or disputed by Seller) for any taxes; (vid) the matters described on Part C any and all liabilities or obligations arising directly or indirectly from or in connection with (i) Seller's Benefit Plans, (ii) any and all loans between Seller and any of Exhibit C.Seller's shareholders or officers and/or (iii) any and all credit or other loan facilities of Seller and any security agreement in connection therewith; (be) Other than as contemplated by Section 9.04(e), Seller will not have, any and Seller will not assert all liabilities or exercise (obligations arising directly or attempt to exercise indirectly from or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation and all intellectual property infringement indemnities (and any similar indemnities) entered into or given by Seller, whether in the Assumed Contracts or otherwise; (f) any and all loss, liability, damage or deficiency to which Buyer arising from Seller's ownership or operation of the Assets or Assumed contracts prior to the Closing Date; (g) any and all loss, liability, damage or deficiency to Buyer arising from any non-compliance with any bulk transfer, fraudulent conveyance or other law for the protection of creditors of Seller may become subject or of Seller's business, including Article 6 of the Uniform Commercial Code as in effect in California, unless such loss, liability, damage or deficiency arises solely out of Buyer's failure to pay or otherwise satisfy, when due, any of the obligations delegated to Buyer under the Assumed Contracts; (h) any and all claims for any sales, transfer, excise, use, documentary stamps/stamp duties or other taxes made against Buyer or paid by Buyer which may be payable out of the Indemnification Escrow Account under or imposed in any jurisdiction in connection with or arising from any of the transactions contemplated in this Agreement, including the transfer of any of the Assets to Buyer; (i) all actions, suits, proceedings, claims, demands, assessments, judgments, reasonable legal fees, costs and expenses incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity. Buyer shall not be entitled to indemnification hereunder unless it shall have given timely notice to Seller of the assertion of any claim or demand or the institution of any action, suit or proceeding and provided Seller with an opportunity to conduct, or to participate in, the defense or settlement thereof.

Indemnification of Buyer. (a) From and after Following the Closing (but subject to the terms and conditions of Article IX and Exhibit C of this Agreement)Closing, Seller will indemnifyParties, defend on a joint and several basis, shall indemnify and hold harmless Buyer and any its Affiliates and each of its Affiliates, the Company and any Subsidiary and their respective officersstockholders, directors, officers, employees or and agents (collectively, the “Buyer Indemnitees”), from (a) from and against, and will pay to Buyer Indemnitees the amount of, any and all LossesLosses resulting from, whether or not involving a Third-Party Claimrelating to, arising out of or resulting from, caused by any inaccuracy in or in connection with: (i) any breach of any representation or warranty made by any Seller or the Company contained Party in Article III or Article IV; (ii) the failure to pay any Taxes pursuant to Section 7.03(a), Section 7.03(e)this Agreement, or Section 7.03(i) (the “Tax Payment Covenants”); (iii) Losses resulting from, relating to or arising out of any failure third party claim alleging facts or circumstances that would constitute an inaccuracy in or breach of any representation and warranty made by any Seller to perform any of its covenants or agreements contained Party in this Agreement requiring performance by Seller after the Closing (provided, that for purposes of calculating Losses hereunder, any materiality, Material Adverse Effect or other than the Tax Payment Covenantsimilar qualifications in such representations and warranties shall be disregarded); ; (ivb) any claim and all Losses resulting from, relating to or arising out of any breach of any covenant or obligation made or incurred by any Seller Party in this Agreement; (c) any and all Losses resulting from, related to, or arising out of any Retained Liability or the imposition (including by operation of any bulk transfer or other Law) or attempted imposition upon Buyer by a third party of any Retained Liability; (d) any Losses resulting from, relating to or arising out of the claims of any broker, finder, or other Person for brokerage or finder’s fees or commissions or acting in a similar payments based upon any agreement made by any such Person with the Company prior to the Closing or capacity purportedly on behalf of Seller or any of Seller’s Affiliates members in connection with the transactions contemplated by this Agreement; herein contemplated; (ve) any Seller Transaction Expenses and all Losses resulting from, relating to, arising out of or Indebtedness caused by any Accounts Receivable that are not collected within one (1) year following the Closing Date; (f) any and all Losses resulting from, relating to, arising out of or caused by any retainage Accounts Receivable not collected within the later of (i) one year following the Closing Date or (ii) nine (9) months past due the completion date for the underlying project. The right of the Buyer Indemnitees to indemnification or payment of Losses based on Seller’s representations, warranties, covenants and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the Closing, with respect to the extent not included in the calculation accuracy or inaccuracy of the Purchase Price; or (vi) the matters described on Part C of Exhibit C. (b) Other than as contemplated by Section 9.04(e), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert)compliance with, any right of contributionsuch representation, reimbursementwarranty, subrogation covenant, or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this Agreementobligation.

Indemnification of Buyer. (a) From In consideration of the Buyers’ execution and after delivery of the Closing (but subject Transaction Documents and the acquisition of the Securities hereunder and in addition to all of the terms and conditions of Article IX and Exhibit C of this Agreement)Company’s other obligations under the Transaction Documents, Seller will indemnifythe Company shall defend, defend protect, indemnify and hold harmless each Buyer and any all of its Affiliatesaffiliates, the Company and any Subsidiary and their respective members, officers, directors, employees and employees, and any of the foregoing person’s agents or agents other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Buyer Indemnitees”) from and against, and will pay to Buyer Indemnitees the amount of, against any and all Lossesactions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Buyer Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees of the Buyer Indemnitee’s choice and disbursements (the “Buyer Indemnified Liabilities”), incurred by any Buyer Indemnitee as a result of, or not involving a Third-Party Claim, arising out of or resulting fromof, or in connection with: relating to (i1) any misrepresentation or breach of any representation or warranty made by Seller the Company in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (2) any breach of any covenant, agreement or obligation of the Company contained in Article III the Transaction Documents or Article IV; any other certificate, instrument or document contemplated therein or (ii) the failure to pay any Taxes pursuant to Section 7.03(a), Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); (iii3) any failure cause of Seller action, suit or claim brought or made against such Buyer Indemnitee and arising out of or resulting from the execution, delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, other than with respect to perform Buyer Indemnified Liabilities which directly and primarily result from (A) a breach of any of its such Buyer’s representations and warranties, covenants or agreements contained made in this Agreement requiring performance the Transaction Documents or any certificate, instrument or document contemplated therein or (B) the gross negligence, bad faith, willful misconduct or malfeasance of such Buyer or any other Buyer Indemnitee. To the extent that the foregoing undertaking by Seller after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior may be unenforceable for any reason, the Company shall make the maximum contribution to the Closing payment and satisfaction of each of the Buyer Indemnified Liabilities which is permissible under applicable law; provided, however, that no Buyer Indemnitee shall be entitled to indemnification for special, consequential (including lost profits or Seller diminution in value) or any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement; (v) any Seller Transaction Expenses or Indebtedness punitive damages. Notwithstanding anything to the extent contrary, consequential damages shall be deemed not included to include diminution in the calculation value of the Purchase Price; or (vi) Securities, which is specifically excluded from damages covered by the matters described on Part C of Exhibit C. (b) Other than as contemplated by Section 9.04(e), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this AgreementBuyer Indemnified Liabilities.

Indemnification of Buyer. (a) From and after the Closing (but and subject to the terms Sections 9.2, 9.5 and conditions of Article IX 9.6, each Seller shall, severally and Exhibit C of this Agreement)not jointly, Seller will indemnify, defend defend, hold harmless, pay and hold harmless {P02534_X101.HTM;8} reimburse Buyer and any of its Affiliates, the Company and any Subsidiary and their respective officers, directors, employees or agents employees, stockholders, Affiliates, successors and assigns (collectively, the “Buyer Indemnitees”) ), from and against, and will pay to Buyer Indemnitees the amount of, : (a) any and all Losses, whether or not involving a Third-Party ClaimLosses based upon, arising out of or resulting fromcaused by any inaccuracy in, or breach of, any of the representations and warranties made by such Seller in connection with: Article 3 or by the Company in Article 4; (ib) any Losses based upon, arising out of or caused by any breach or nonperformance of any representation covenant or warranty obligation made or incurred by Seller or Sellers, the Company contained in Article III or Article IV; Sellers’ Representative herein; and (iic) any Losses resulting from the failure of the Acquired Companies to pay any Taxes pursuant to Section 7.03(a), Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); (iii) any failure of Seller to perform any of its covenants or agreements contained in this Agreement requiring performance by Seller after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person comply with the Company emissions limits imposed by the Clean Air Act Title V Permit Number 000-00000-00000 issued by the Indiana Department of Environmental Management as in effect on or prior to the Closing or Seller Date. Notwithstanding the foregoing, with respect to the representations and warranties made in Article 3 or any covenants made herein, each Seller is responsible for only those representations, warranties and covenants made by that Seller, and no Seller shall be obligated to indemnify, defend, hold harmless, pay or reimburse Buyer Indemnitees for Losses based upon, arising out of or caused by, any inaccuracy in, or breach of, any representation, warranty or covenant made by any other Seller in Article 3 or otherwise herein; provided, however, that any indemnifiable Loss hereunder based upon, arising out of or caused by any act or omission by Sellers’ Representative shall be deemed to be a Loss that is the several responsibility of Sellers for purposes of this Section 9.1. The indemnification responsibilities of any Seller hereunder shall be several and in accordance with such Seller’s Affiliates in connection with the transactions contemplated by this Agreement; (v) any Seller Transaction Expenses or Indebtedness to the extent not included in the calculation of the Purchase Price; or (vi) the matters described on Part C of Exhibit C. (b) Other than as contemplated by Section 9.04(e), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this AgreementPercentage Interest.

Indemnification of Buyer. (a) From and after the Closing (but subject to the terms and conditions of this Article IX and Exhibit C of this Agreement9), Buyer Indemnitees will be indemnified by Seller will indemnifyfrom the Escrow Funds (to the extent of available funds) or otherwise as set forth in this Article 9 in respect of any loss, defend liability, claim, damage, expense (including costs of investigation and hold harmless defense and reasonable attorneys’ fees and expenses) whether or not involving a Third Party Claim (hereinafter individually a “Loss” and collectively “Losses”) suffered or incurred by Buyer and or any of its Affiliates, the Company and any Subsidiary and their respective officers, directors, employees employees, shareholders, Representatives or agents (collectively, the “Buyer Indemnitees”) to the extent such Loss directly or indirectly results from and against, and will pay to Buyer Indemnitees the amount of, any and all Losses, whether or not involving a Third-Party Claim, arising out of or resulting from, or in connection with: (i) any a breach of any representation or warranty made by of Seller or the Company contained in Article III Articles 3 and 4 of this Agreement, in each case taking into account any disclosure made pursuant to Section 6.06, or Article IV; any certificates delivered by Seller or the Company pursuant to this Agreement; (ii) the failure to pay any Taxes pursuant to Section 7.03(a), Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); breach of any covenant of Seller contained in this Agreement; (iii) any failure and all liability for Taxes with respect to a Pre-Closing Tax Period of the Company and its Subsidiaries, other than (1) any such Taxes that have been taken into account for purposes of Net Working Capital or otherwise under Article 1 hereof, or (2) any such Taxes that have been paid by Seller pursuant to perform Section 9.09; (iv) any breach of its covenants or agreements any covenant of the Company contained in this Agreement requiring performance by Seller after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior to the Closing or Seller or any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement; Closing; (v) any Indebtedness not paid in full by Seller Transaction Expenses or Indebtedness to the extent not included in Company at the calculation of the Purchase PriceClosing; or (vi) any Transaction Fees not paid in full by Seller or the Company at Closing; or (vii) those matters described set forth on Part C of Exhibit C.the Legal Compliance Schedule, the Health Care Matters Schedule and the Employment and Labor Matters Schedule (solely with respect to those matters disclosed pursuant to Section 4.21(e)). (b) Other A Buyer Indemnitee’s entitlement to recover a Loss pursuant to this Agreement shall be subject to the following limitations: (i) No Buyer Indemnitees will be entitled to any indemnification for a Loss under Section 9.02(a)(i) if, with respect to any individual item, or series of related items, of Loss, such item(s) is less than as contemplated Twenty Thousand Dollars ($20,000) (such amount, with respect to recovery by either a Buyer Indemnitee or a Seller Indemnitee, a “Minor Claim”) (ii) No Buyer Indemnitee will be entitled to any indemnification for a Loss under Section 9.04(e9.02(a)(i) until the aggregate amount of all Losses incurred by the Buyer Indemnitee (including Minor Claims) exceeds Two Hundred Fifty Thousand Dollars ($250,000) (such amount, with respect to recovery by either a Buyer Indemnitee or a Seller Indemnitee, the “Deductible”), Seller in which case the Buyer Indemnitee will be entitled to recover the amount of such Losses in excess of the Deductible. (iii) Any indemnification of the Buyer Indemnitees pursuant to Section 9.02(a)(i) will be effected first by a set off against the principal amount of the Note and, to the extent such claim for indemnification exceeds the then outstanding principal and interest due under the Note, the remaining amount will be paid from the Escrow Funds in accordance with the terms of the Escrow Agreement. Except as provided in Sections 9.02(c) through 9.02(e) below, the set off against the Note and the Escrow Funds will be the Buyer Indemnitees’ sole and exclusive source of recovery for any amounts owing to Buyer Indemnitees pursuant to Section 9.02(a)(i). (c) The Minor Claim and Deductible limitations set forth in Sections 9.02(b)(i) and 9.02(b)(ii) shall not haveapply to any Losses arising out of, relating to or resulting from any breach of the representations and Seller will not assert or exercise warranties set forth in Sections 3.01, 3.02, 3.04, 3.05, 4.01, 4.03, 4.04, 4.08 and 4.24 (or attempt to exercise or assert“Fundamental Representations”), any right Losses arising out of contributionSections 9.02(a)(ii), reimbursement(iii), subrogation (iv), (v), (vi), or indemnity against the Company (vii) of this Agreement, or any of its Subsidiaries, Losses incurred by the Buyer Indemnitees in connection with any indemnification obligation to which Action or claim based upon any fraud committed or intentional misrepresentation made by Seller may become subject or which may be payable out of the Indemnification Escrow Account under or Company in connection with this Agreement. (d) The aggregate liability of Seller for any Loss in respect of the SOL Representations shall not exceed Thirty Million Dollars ($30,000,000), which will be effected first by set off against the principal amount of the Note, second, to the extent such claim for indemnification exceeds the then outstanding principal and interest due under the Note, the excess amount will be paid from the Escrow Funds in accordance with the terms of the Escrow Agreement and, third, to the extent such claim for indemnification exceeds the then outstanding principal and interest due under the Note and the Escrow Funds, the remaining amount will be paid by Seller. (e) The aggregate liability of Seller for any Loss in respect of the Fundamental Representations and in respect of Sections 9.02(a)(ii), (iii), (iv), (v), (vi) and (vii), shall be the Aggregate Closing Consideration actually received by Seller, which will be effected first by set off against the principal amount of the Note, second, to the extent such claim for indemnification exceeds the then outstanding principal and interest due under the Note, the excess amount will be paid from the Escrow Funds in accordance with the terms of the Escrow Agreement and, third, to the extent such claim for indemnification exceeds the then outstanding principal and interest due under the Note and the Escrow Funds, the remaining amount will be paid by Seller. For the avoidance of doubt, the aggregate liability of Seller for any and all Losses pursuant to Section 9.02(a), other than Losses incurred by the Buyer Indemnitees in connection with any Action or claim based upon any fraud committed or intentional misrepresentation made by Seller or Company in connection with this Agreement, shall be the Aggregate Closing Consideration actually received by Seller. (f) All payments under this Section 9.02 will be treated by the parties as adjustments to the aggregate purchase price paid by Buyer pursuant to this Agreement.

Indemnification of Buyer. (a) From and after the Closing (but and subject to the terms and conditions of Article IX and Exhibit C of this Agreement)limitations contained herein, Seller will shall indemnify, defend defend, hold harmless, pay and hold harmless reimburse Buyer and any of its Affiliates, the Company and any Subsidiary and their respective officers, directors, employees or agents employees, stockholders, Affiliates, successors and assigns (collectively, the “Buyer Indemnitees”) ), from and against, and will pay to Buyer Indemnitees the amount of, against any and all Losses, whether or not involving a Third-Party ClaimLosses based upon, arising out of or resulting from, or in connection with: caused by (ia) any inaccuracy in or breach of any representation or warranty of the representations and warranties made by Seller or the Company contained herein (the amount of Losses calculated in Article III each case without regard to any qualification with respect to materiality, material adverse effect or Article IV; similar qualification); (iib) any breach or nonperformance of any of the failure covenants made by Seller or the Company herein; (c) any Indebtedness or Bonus Amounts not fully paid on the Closing Date or, with respect to pay Indebtedness, not included in the computation of Purchase Price; (d) (1) all Taxes of the Company for any Pre-Closing Tax Period or Pre-Closing Straddle Period and any Losses resulting from the nonpayment thereof; (2) all Taxes of any member of an affiliated, combined or unitary group of which the Company is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 7.03(a)1.1502-6 or any analogous or similar state, Section 7.03(e), local or Section 7.03(i) foreign Law and any Losses resulting from the nonpayment thereof; or (the “Tax Payment Covenants”); (iii3) any failure and all Taxes of Seller to perform any of its covenants or agreements contained in this Agreement requiring performance by Seller after the Closing Person (other than the Tax Payment Covenant); Company) imposed on the Company as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring on or before the Closing Date; and (ive) the items set forth on Schedule 9.1. Buyer’s right to indemnification under this Section 9.1 is not adversely affected by whether or not the possibility of any claim Loss was disclosed to Seller on the date of this Agreement or whether or not Seller could have reasonably foreseen the possibility of the Buyer Indemnitees incurring such Loss. The representations and warranties of Seller and the Company shall not be affected or deemed waived by reason of any investigation made by or on behalf of Buyer (including by any Person for brokerage of Buyer’s representatives) or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior to the Closing or Seller or any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement; (v) any Seller Transaction Expenses or Indebtedness to the extent not included in the calculation reason of the Purchase Price; or (vi) the matters described on Part C of Exhibit C. (b) Other than as contemplated by Section 9.04(e), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company fact that Buyer or any of its Subsidiaries, in connection with representatives knew or should have known that any indemnification obligation to which Seller may become subject such representation or which may warranty is or might be payable out of the Indemnification Escrow Account under or in connection with this Agreementinaccurate.

Indemnification of Buyer. (a) From Seller, Intermet and after the Closing (but subject to the terms Machining, jointly and conditions of Article IX severally, covenant and Exhibit C of this Agreement)agree with Buyer that they will reimburse, Seller will indemnify, defend indemnify and hold harmless Buyer from, against and in respect of the following: (a) any of its Affiliatesand all damage, the Company loss, liability, costs and any Subsidiary and their respective officers, directors, employees or agents expenses (collectively, "Losses"), incurred by Buyer to the “Buyer Indemnitees”extent that the Losses are in excess of $50,000 in the aggregate and (i) from and against, and will pay to Buyer Indemnitees the amount of, any and all Losses, whether or not involving a Third-Party Claim, arising out of or resulting result from, or in connection with: exist or arise due to, any untruth, inaccuracy, breach or omission of, from or in, the representations and warranties made to Buyer herein; or (iii) any nonfulfillment of any covenant or agreement of Seller, Intermet or Machining under this Agreement; or from any untruth, inaccuracy, breach of or omission of, from or in, any representation or warranty made by Seller warranty; or the Company contained in Article III or Article IV; (ii) the failure to pay any Taxes pursuant to Section 7.03(a), Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); (iii) any failure nonfulfillment of Seller any covenant or agreement made by Seller, Intermet or Machining in the Exhibits or any other written statement, list, certificate or other instrument furnished to perform any Buyer by or on behalf of its covenants Seller, Intermet or agreements contained in Machining pursuant to this Agreement requiring performance by Seller after the Closing (other than the Tax Payment Covenant); Agreement; or (iv) any claim liabilities and obligations of Seller that are not Assumed Liabilities; and (b) any fees, expenses or other payments incurred or owed by Seller, Intermet or Machining to any Person for brokerage brokers or finder’s fees comparable third parties retained or commissions or similar payments based upon any agreement made employed by any such Person with the Company prior to the Closing or Seller or any of Seller’s Affiliates it in connection with the transactions contemplated by the Agreement; (c) the failure to comply with statutory provisions relating to bulk sales and transfers, if applicable; (d) any severance benefits payable to Seller's employees by reason of the consummation of the transaction contemplated by this Agreement; (ve) any Seller Transaction Expenses or Indebtedness claim relating to the extent not included in the calculation operation of the Purchase Price; orbusiness of Seller on or prior to the Closing Date; (vif) any claim made by a third party alleging facts which, if true, would entitle Buyer to indemnification pursuant to the above; and (g) any and all actions, suits, claims, proceedings, investigations, audits, demands, assessments, fines, judgments, costs and other expenses (including, without limitation, reasonable audit and legal fees) incurred by Buyer resulting from the circumstances described in paragraph 10.1(a) through (f) above. (h) Seller, Intermet and Machining will not jointly or severally be liable for more than (i) $5,400,000, plus (ii) the amount of principal paid on the Note at the time indemnification is paid, plus (iii) any Losses resulting from environmental conditions of which Seller, Intermet or Machining has knowledge, including, without limitation, all environmental matters described disclosed on Part C of Exhibit C.5.19 and in any reports referenced therein, plus (iv) any Losses resulting from fraud committed by Seller, Intermet or Machining. (bi) Other than as contemplated by If Seller, Intermet or Machining is required to indemnify Buyer pursuant to this Section 9.04(e)10.1, Seller will not havethen either Seller, Intermet and Seller will not assert Machining or exercise (or attempt Buyer may elect to exercise or assert), any right set off the amount of contribution, reimbursement, subrogation or indemnity indemnification sought against the Company or any amount of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out principal due on the Note within six months of the Indemnification Escrow Account under or in connection with this Agreementdate that indemnification is sought by giving written notice to the other parties.

Indemnification of Buyer. (a) From Subject to this Article 15, from and after the Closing (but subject to the terms and conditions of Article IX and Exhibit C of this Agreement)Closing, Seller will indemnify, defend and hold harmless shall indemnify Buyer and any of its Affiliates, the Company and any Subsidiary and their respective officers, directors, employees or and agents and, as of the Closing, the members of the Stock Group and their Affiliates, and their respective officers, directors, employees and agents (collectively, the “Buyer IndemniteesBuyer’s Indemnified Persons”) from and against, and will pay to Buyer Indemnitees the amount against all Losses incurred by Buyer’s Indemnified Persons as a result of, any and all Losses, whether or not involving a Third-Party Claim, arising out of or resulting from, or in connection with: (i) any breach of any representation or warranty made the Seller Fundamental Representations to the extent not covered by Seller or the Company contained R&W Insurance Policy as a result of the Limit of Liability set forth in Article III or Article IVthe R&W Insurance Policy; (ii) any breach by Seller of any of the failure representations and warranties in Article 5 to pay the extent not covered by the R&W Insurance Policy as a result of any Taxes pursuant to Section 7.03(a), Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”)R&W Insurance Policy Exclusion applicable thereto; (iii) any failure breach by Seller of Seller to perform any of its covenants or agreements contained in this Agreement requiring performance by Seller after the Closing hereunder (other than the Tax Payment Covenantincluding any failure to cause a Visteon Sale Entity to comply with such covenant); (iv) the Retained Liabilities or the assertion thereof against Buyer’s Indemnified Persons; (v) any claim by Taxes of any Person member of the Stock Group relating to a Pre-Closing Period (including the portion of any Taxes for brokerage any Straddle Period that relate to a Pre-Closing Period pursuant to Section 9.5(b) hereof); (vi) any Taxes payable under any Tax sharing, allocation, or finder’s fees or commissions indemnification or similar payments based upon any agreement made by any such Person with the Company entered into prior to the Closing Closing; (vii) any Taxes arising out of the Reorganization or Seller or the settlement of intercompany obligations in satisfaction of the condition in Section 10.2(t); (viii) any Taxes of Seller’s Affiliates in connection with the Retained Entities, including Taxes arising from the transactions contemplated by this Agreement;; and (vix) any Tax withholdings imposed on Buyer or its Affiliates or any member of the Stock Group arising from the transactions contemplated by this Agreement; provided, however, that Seller Transaction Expenses or Indebtedness shall not indemnify Buyer’s Indemnified Persons for any Taxes to the extent not included such Taxes were taken into account as a liability in calculating Closing Net Working Capital (adjusted for any Working Capital Overage paid pursuant to Section 9.10 hereof) and resulted in an adjustment to the calculation amount contributed by Seller to the members of the Purchase Price; or (vi) the matters described on Part C of Exhibit C.Stock Group pursuant to Section 4.5 hereof. (b) Other than All materiality or Material Adverse Change qualifiers in any representation or warranty contained in Article 5 shall be read out for the purposes of determining whether such representation or warranty has been breached and the amount of any applicable Loss as contemplated by Section 9.04(e), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this Agreementa result thereof.

Indemnification of Buyer. (a) From and after the Closing (but subject Subject to the terms and conditions of Article IX and Exhibit C provisions of this AgreementArticle 8, Sellers shall, jointly and severally, in accordance with Section 8.14, indemnify, defend, save and keep Buyer and its respective Affiliates (including the Company after it is acquired), Seller will indemnify, defend and hold harmless Buyer and any of its Affiliates, the Company and any Subsidiary and their respective members, managers, officers, directors, employees or agents successors and assigns (collectively, the “Buyer Indemnitees”), harmless against and from all Liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties (provided that punitive damages will only constitute Damages to the extent payable to a third party), costs, damages, deficiencies, lost profits, diminution in value, consequential damages and expenses, including without limitation, reasonable attorneys’ fees, court costs and other fees, disbursements and expenses, whether payable in cash, property or otherwise (collectively, “Damages”) from and againstsustained or incurred by any of Buyer Indemnitees to the extent they are a result of, and will pay arise out of or are by virtue of: (a) any breach of, or inaccuracy in, any representation or warranty, of Company or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer Indemnitees pursuant hereto or in any closing document delivered by Company or Sellers to Buyer in connection herewith other than the amount ofAncillary Agreements which shall stand on their own, (b) any and all Lossesbreach or non-fulfillment of any covenant on the part of the Company or Sellers, whether set forth in this Agreement or not involving a Third-Party Claimany exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by Company or any Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (c) any Environmental Actions relating to, arising out of or resulting from, or in connection with: from (i) any breach the Environmental Conditions of any representation Facility owned currently or warranty made in the past in whole or in part by any Seller or the Company contained arising out of or resulting from conditions that were in Article III existence as of, or Article IV; operations or activities that occurred prior to, the Closing Date, (ii) any Environmental Conditions known to Sellers or the failure to pay Company at the time of the Closing for any Taxes pursuant to Section 7.03(a), Section 7.03(e)Facility which is or was leased by the Company from an independent third party, or Section 7.03(i) (the “Tax Payment Covenants”); (iii) any failure act or omission of Seller to perform any of its covenants or agreements contained in this Agreement requiring performance by Seller after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company on or prior to the Closing Date; (d) any matter disclosed in Section 4.13(c) or Seller (h) of the Disclosure Schedule or any other liability related to the Company’s Employee Plans, including but not limited to the withdrawal liability related to the Central States, Southeast and Southwest Areas Pension Plan; (e) any matter disclosed in Section 4.16 of Seller’s Affiliates the Disclosure Schedule; or (f) any matter set forth on Schedule 8.2. Such obligations apply regardless of the presence of a Third-Party Claim. For purposes of determining the amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty or covenant has occurred), each of the representations, warranties and covenants made by any Party in connection this Agreement, or in any certificate or other instrument delivered pursuant hereto, shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality such as the word “material,” if with the transactions contemplated by this Agreement; (vinclusion of such limitation or qualification the representation, warranty or covenant was breached. For purposes of determining any Damages under Section 8.2(c) any Seller Transaction Expenses or Indebtedness to the extent not included in the calculation a breach of the Purchase Price; or (vi) Sellers’ representations under Section 4.20, such Damages shall not include the matters described costs associated with any investigation or remediation undertaken or otherwise effected by or on Part C behalf of Exhibit C. (b) Other than as contemplated by Section 9.04(e), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable the Buyer that is out of the Indemnification Escrow Account Ordinary Course of Business (as conducted by the Company immediately prior to the Closing) unless such act is necessary to comply with applicable Environmental Laws. To the extent that any Damages under Section 8.2(c) or arising as a result of a breach of the Sellers’ representations in connection Section 4.20 have been exacerbated or the costs thereof increased by any affirmative acts or omissions of the Buyer or the Company after the Closing Date in violation of applicable Environmental Laws (excluding for such purposes acts necessary to comply with this Agreementapplicable Environmental Laws), the Buyer, and not the Sellers, shall be solely responsible for such increase in costs attributable thereto. For purposes of determining any Damages under Section 8.2(d) or from an alleged breach of the Sellers’ representations under Section 4.13, such Damages shall not include any Liability or other cost incurred by the Company or the Buyer directly caused by the affirmative post-Closing withdrawal by the Buyer or the Company from any “multiemployer plan” listed on Section 4.13(a) of the Disclosure Schedule.

Indemnification of Buyer. (a) From and after the Closing (but subject to the terms Date, AT&T Broadband hereby covenants and conditions of Article IX and Exhibit C of agrees, except as may otherwise be expressly provided in this Agreement), Seller will to indemnify, defend and hold harmless harmless, and hereby releases, Buyer and any of its Affiliatesdirectors, the Company and any Subsidiary and their respective officers, directorsemployees, employees or agents (collectivelyagents, the “Buyer Indemnitees”) affiliates, successors and assigns and related parties from and against, and will pay to Buyer Indemnitees the amount of, against any and all Losses, whether Damages incurred in connection with or not involving a Third-Party Claim, arising out of or resulting from, or in connection with: from (i) any breach breach, non-compliance or nonfulfillment by AT&T Broadband of any representation covenant, agreement or warranty made undertaking to be complied with or performed by Seller it or the Company contained in Article III or Article IV; pursuant to this Agreement (other than any breach, non-compliance or nonfulfillment by AT&T Broadband of any covenant, agreement or undertaking to be complied with or performed by it or the Company contained in or pursuant to Section 5.9 the indemnification for which shall be governed solely by Section 5.9), (ii) the failure to pay any Taxes pursuant to Section 7.03(a)Original Merger (except as set forth in clause (iii) below) or the AT&T - K-T Mergers, Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); (iii) any failure Tax liability of Seller the Company or otherwise pertaining to perform any the Company's assets which arises out of the ownership of its covenants assets or agreements contained in this Agreement requiring performance by Seller after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company operations prior to the Closing Date or Seller or which arises out of any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement; (v) any Seller Transaction Expenses or Indebtedness transaction relating to the extent Company occurring prior to the Closing Date; provided, however, that AT&T Broadband shall not included in the calculation be required to provide indemnification for, release from or defense against, and does not indemnify Buyer for, release Buyer from or defend Buyer against any Tax liability of the Purchase Price; or (vi) Company arising out of or relating to, directly or indirectly, the matters described on Part C Original Merger that results directly or indirectly from a sale of Exhibit C. (b) Other than as contemplated by Section 9.04(e), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert)the LLC Interests, any right of contribution, reimbursement, subrogation or indemnity against other interest in the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out assets of the Indemnification Escrow Account under Company to SLT Publishing on or in connection with this Agreementbefore July 31, 2002.

Indemnification of Buyer. (a) From and after the Closing Closing, Sellers, shall, severally (but subject according to the terms percentage of the Estimated Initial Purchase Price paid to such Seller as a percentage of the aggregate Estimated Initial Purchase Price (such Seller’s “Pro Rata Percentage”)) and conditions of Article IX and Exhibit C of this Agreement)not jointly, Seller will indemnify, defend indemnify and hold harmless harmless, compensate and reimburse Buyer and any of its AffiliatesAffiliates (including, from and after the Closing, the Company and any Subsidiary the Subsidiaries) and each of their respective officers, directors, employees employees, shareholders, partners, members or other equity holders, agents and Representatives (collectivelyeach, the a “Buyer IndemniteesIndemnified Party”) from and against), and will pay to Buyer Indemnitees the amount offor, any and all LossesLosses incurred or sustained by, or imposed upon, any Buyer Indemnified Party, whether or not involving a Third-Third Party Claim, arising out of or directly or indirectly resulting from, or in connection with:: *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (i) any the breach or violation of or inaccuracy in any representation or warranty made by Seller the Company or the Company Sellers contained in this Agreement (other than in Article III III) or Article IVin any certificate delivered to Buyer hereunder; (ii) the failure to pay breach or violation of any Taxes pursuant to Section 7.03(a), Section 7.03(e), covenant or Section 7.03(i) (agreement of the “Tax Payment Covenants”)Company or the Sellers’ Representative contained in this Agreement; (iii) any failure Action by any current or former, direct or indirect, holder of Seller shares of capital stock (or other equity interest) of the Company or any Subsidiary, seeking to perform assert, or based upon: (A) direct or indirect ownership or rights to direct or indirect ownership of any equity interests of its covenants the Company or agreements contained any Subsidiary, (B) any right of a direct or indirect holder of equity interests of the Company or any Subsidiary, solely in this Agreement requiring performance by Seller after the Closing such capacity (other than the Tax right to receive the Estimated Initial Purchase Price, any Earn-Out Payment Covenantor any payment upon release of funds from the Temporary Escrow Account or the Indemnification Escrow Account pursuant to this Agreement and other rights arising pursuant to this Agreement or any Related Agreement), including any option, warrant, preemptive right or right to notice or to vote, (C) any right under the Organizational Documents of the Company or any Subsidiary, other than rights contemplated by Section 6.9 and in each case (clauses (A) through (C)), except to the extent relating to any right or interest created, or purportedly created, after Closing or (D) any claim that the Funds Flow Memorandum or any calculation of payments owed to any payee set forth in the Funds Flow Memorandum is not true, complete and accurate in all respects or relating to the allocation or payment of all or any portion of the consideration payable hereunder in accordance with the Funds Flow Memorandum to or among the current or former holders of equity interests (including options) of the Company; (iv) any claim (other than a claim by a Buyer Indemnified Party) based on (A) any Person for brokerage act or finder’s fees failure to act, or commissions any alleged act or similar payments based upon failure to act, of the Sellers’ Representative (including Fraud, gross negligence, willful misconduct or bad faith) in violation of its obligations hereunder or under the Escrow Agreement, as applicable or (B) any agreement obligation of the Sellers’ Representative, as applicable, to indemnify the Escrow Agent pursuant to the Escrow Agreement; and (v) except to the extent reflected in Indebtedness, any Pre-Closing Taxes. (b) From and after the Closing, each Seller shall indemnify and hold harmless and compensate and reimburse the Buyer Indemnified Parties for, any and all Losses incurred or sustained by, or imposed upon, any Buyer Indemnified Party, whether or not involving a Third Party Claim, arising out of or directly or indirectly resulting from: (i) the breach or violation of or inaccuracy in any representation or warranty made by such Seller contained in Article III of this Agreement or in any certificate delivered to Buyer hereunder; and (ii) the breach or violation of any covenant or agreement of such Person with the Company prior to the Closing or Seller or any of Seller’s Affiliates its Representatives contained in connection with the transactions contemplated by this Agreement; (v) any Seller Transaction Expenses or Indebtedness to the extent not included in the calculation of the Purchase Price; or (vi) the matters described on Part C of Exhibit C. (b) Other than as contemplated by Section 9.04(e), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this Agreement.

Indemnification of Buyer. (a) From and after the Closing (but subject to the terms and conditions of this Article IX and Exhibit C of this AgreementIX), the Buyer Indemnitees (as defined below) shall be indemnified and held harmless by Seller will indemnify, defend from the Indemnity Escrow Amount in the Indemnity Escrow Account in respect of any Loss suffered or incurred by Buyer (and hold harmless Buyer and its successors or assigns in accordance with Section 11.05) or any of its Affiliates, the Company and any Subsidiary and their respective officers, directors, employees or agents (collectively, the “Buyer Indemnitees”) from and againstto the extent such Loss results from, and will pay to Buyer Indemnitees the amount arose out of, any and all Losses, whether or not involving a Third-Party Claim, arising out of or resulting from, or in connection withrelates to: (i) any a breach of any representation or warranty made by of Seller or the Company contained in Article III or Article IVIV of this Agreement or any breach of Section 6.07 by the Company, in each case taking into account any disclosure made pursuant to Section 6.06, or any breach of any of Sections 6.01(d), (e) and (f) by the Company; (ii) the failure to pay any Taxes pursuant to Section 7.03(a), Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); (iii) breach of any failure covenant of Seller to perform any of its covenants or agreements contained in this Agreement requiring performance by Seller after the Closing; (iii) any amounts required to pay (A) any Seller Transaction Expenses not paid upon Closing and (other than B) any Indebtedness of the Tax Payment Covenant)Company as of the Closing Date that was not reflected on the Closing Statement; (iv) any claim Third-Party Claim with respect to (a) that certain Engagement Letter, dated February 20, 2008, between Xxxxxxxx & Company, Inc. and Xxxxxxx Industries, Inc. or (b) that certain Engagement Letter, dated February 22, 2008, between W.Y. Xxxxxxxx & Company and Xxxxxxx Industries, Inc., each such agreement as amended or otherwise modified on the Closing Date; (v) the improper exclusion of hourly and leased employees of Xxxxxxx Heat Tracing Services – II, Inc. from participation in the Company 401(k) Plan to the extent occurring prior to the Closing, and any Loss related to any voluntary correction of such exclusion; (vi) any breach of Environmental Law relating or applying to the Pune Facility, including fines, penalties, or corrective action, to the extent occurring during the period (A) prior to the Closing Date and (B) for any breach that commenced prior to the Closing, from and after the Closing until the Company corrects such breaches of Environmental Laws as long as the Company is diligently pursuing such corrections, but in any event no such breaches that are continuing after December 31, 2010; (vii) the costs associated with the Drum Disposal, if such Drum Disposal has not fully occurred prior to the Closing Date or such costs have not been fully paid by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior to the Closing Date and are not fully reflected as a current liability on the Closing Statement, as well as fines, penalties or corrective action required under applicable hazardous waste provisions of any Environmental Laws, if the testing of the contents of the Pre-Closing Waste Drums as required by Section 6.08(a) hereof demonstrates applicability of the hazardous waste provisions of any Environmental Laws (in which case the indemnification obligations under this Section 9.02(a)(vii) shall also apply to the Pre-Closing Waste Drums (including the Continued Use Drums) whether or not the Drum Disposal has fully occurred prior to the Closing Date as long as the Company is diligently pursuing such corrections, but in any event no later than December 31, 2010); (viii) acts described in the disclosure to the Office of Antiboycott Compliance as described in Item 3(c) on the Compliance with Laws Schedule, including the loss of foreign Tax credits as a result of any such acts, to the extent that the Buyer Indemnitees have not been fully indemnified for such Loss pursuant to Section 9.2(e) of the Audax Merger Agreement after diligently pursuing such indemnification; and (ix) (a) all Income Taxes attributable to Pre-Closing Tax Periods that are not Covered Taxes, (b) all other Taxes relating to or arising out of any matter designated by an asterisk (*) on the Taxes Schedule (without regard to the currency amounts specified in such schedule; it being understood that such amounts do not limit the Buyer Indemnitees’ recovery for Losses with respect to such matters), and (c) the reduction or disallowance of any Transaction Tax Benefit for which a payment has been made by Buyer to Seller (only to the extent of the Transaction Tax Benefit paid to Seller) (the Seller’s indemnification obligations related to this Section 9.02(a)(ix), the “Tax Indemnity”). (b) For purposes of determining the amount of a Loss resulting from a breach of any representation or warranty of Seller or the Company contained in this Agreement, the terms “material” or “Material Adverse Effect” or words of similar import contained in such representation or warranty shall in each case be disregarded and without effect (as if such terms were deleted from such representation or warranty). (c) Notwithstanding anything to the contrary set forth in this Agreement: (i) no Buyer Indemnitees shall be entitled to any indemnification for a Loss pursuant to Section 9.02(a)(i) if, with respect to any individual item of Loss, such item is less than Fifty Thousand Dollars ($50,000) (“Minor Claim”); provided that, notwithstanding the forgoing, the Minor Claim shall not apply to a Loss resulting from a breach of a Fundamental Representation or in the case of fraud; and (ii) no Buyer Indemnitee shall be entitled to any indemnification for a Loss pursuant to Sections 9.02(a)(i), (a)(v) and (a)(vi) unless the aggregate of all such Losses (excluding Minor Claims) would exceed on a cumulative basis an amount equal to $3,100,000 (the “Deductible”), and then only to the extent such Losses exceed the Deductible; provided that, notwithstanding the forgoing, the Deductible shall not apply to Losses resulting from a breach of a Fundamental Representation or in the case of fraud. (d) From and after the Closing (but subject to the terms and conditions of this Article IX), any indemnification of the Buyer Indemnitees for which Seller is liable under Section 9.02 shall be effected by a payment made from the Indemnity Escrow Amount from time to time remaining in the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement. Except as provided in Section 9.12 and pursuant to the Limited Guaranty, any claim by any Buyer Indemnitees for which Seller is liable hereunder shall be asserted solely and exclusively against the Indemnity Escrow Amount from time to time remaining in the Indemnity Escrow Account pursuant to the terms of the Escrow Agreement, and the Indemnity Escrow Amount remaining from time to time in the Indemnity Escrow Account shall be the Buyer Indemnitees sole and exclusive source of recovery for any amounts owing to Buyer Indemnitees hereunder. Except as provided in Section 9.12 and pursuant to the Limited Guaranty, no claim by Buyer Indemnitees shall be asserted against, and Buyer Indemnitees shall not be entitled to indemnification from, Seller or any of Seller’s its Affiliates other than by recourse to the Indemnity Escrow Amount in connection the Indemnity Escrow Account pursuant to the terms of the Escrow Agreement. Notwithstanding anything contained in this Section 9.02(d) to the contrary, this Section 9.02(d) shall not apply in the case of fraud. (e) Buyer and Seller agree that, notwithstanding any other provision of this Agreement to the contrary, all Taxes attributable to payments made on the Canadian Credit Agreement or the CIT Revolver in accordance with the transactions contemplated by this Agreement;Intercompany Agreement and not directly or indirectly from any borrowings or funds in Canada or in any other foreign jurisdiction shall be treated as properly allocable to the Pre-Closing Tax Period. (vf) Notwithstanding any other provision of this Agreement to the contrary, Seller shall have no obligation to indemnify any of the Buyer Indemnitees from and against (and Seller shall not be responsible for) any Seller Transaction Expenses Taxes of any Person (i) for any Post-Closing Tax Period (or Indebtedness any other Losses directly related to the extent not included in the calculation of the Purchase Price; or (vi) the matters described on Part C of Exhibit C. (b) Other than as contemplated by Section 9.04(eany such Taxes), Seller will not haveincluding, and Seller will not assert or exercise (or attempt to exercise or assert)for the avoidance of doubt, any right of contributionTaxes that are attributable to any transaction occurring on the Closing Date after the Closing, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable (ii) arising out of the Indemnification Escrow Account under use or the repayment of the Demand Note, (iii) arising out of any repayment on the Canadian Credit Agreement or the CIT Revolver not in accordance with the terms of the Intercompany Agreement or directly or indirectly using borrowings or funds in Canada or in connection any other foreign jurisdiction to make such repayments or (iv) that are attributable to any election under Code Section 338 with respect to transactions that occur on or after the Closing Date. (g) All payments under this Agreement.Article IX shall be treated by the parties as an adjustment to the proceeds received by Seller pursuant to Article I.

Indemnification of Buyer. (a) From and after the Closing (but subject to the terms Closing, Sellers shall, on a joint and conditions of Article IX and Exhibit C of this Agreement)several basis, Seller will indemnify, defend and hold harmless indemnify Buyer and any of its Affiliates, the Company and any Subsidiary and their respective officers, directors, employees or agents managers, employees, agents, partners, stockholders, members, Affiliates, successors and assigns (collectively, the “Buyer Indemnitees”) from against and against, and will pay to hold the Buyer Indemnitees harmless from such Losses incurred by the amount of, any and all Losses, whether or not involving a Third-Party Claim, Buyer Indemnitees: (a) arising out of or resulting fromcaused by any inaccuracy in, or breach of, any representation or warranty contained in connection with:Article 3 or Article 4, other than any Seller Fundamental Representation, on the part of the Sellers; provided, that for purposes of calculating Losses hereunder, any materiality, Material Adverse Effect or other similar qualifications in such representations and warranties shall be disregarded; (b) arising out of or caused by any inaccuracy in, or breach of, any Seller Fundamental Representation, on the part of the Sellers; provided, that for purposes of calculating Losses hereunder, any materiality, Material Adverse Effect or other similar qualifications in such representations and warranties shall be disregarded; (c) arising out of or caused by any breach or nonperformance of any covenant or obligation made or incurred by Sellers or Sellers’ Representative herein; (d) arising out of (i) any breach liability for unpaid Taxes of any representation or warranty made by Seller or the Company contained during any Pre-Closing Tax Period (including any portion of a Straddle Period allocable or apportioned to Sellers (as provided in Article III or Article IV; Section 8.6.3)), except to the extent such Taxes are specifically reflected on the Final Adjustment Statement, (ii) any liability for Taxes of any member of an affiliated, consolidated, combined, or unitary group of which the failure Company is or was a member on or prior to pay any Taxes the Closing Date, including pursuant to Section 7.03(a)1.1502-6 of the Treasury regulations or any analogous or similar Law or regulation, Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); and (iii) any failure liability for Taxes of Seller to perform any of its covenants or agreements contained in this Agreement requiring performance by Seller after the Closing Person (other than the Tax Payment Covenant); (ivCompany) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with imposed on the Company as a transferee successor, by contract or pursuant to any Law, rule, or regulation, which Taxes relate to an event or transaction occurring prior to the Closing or Seller or any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement;Date; (ve) arising out of any Seller Transaction (i) Closing Indebtedness or (ii) Selling Expenses of the Company; (f) arising out of or Indebtedness related to the extent not included in the calculation operation of the Purchase Price; orCompany’s business on or prior to July 5, 2018; and (vig) arising out of or caused by the matters described on Part C of Exhibit C. (b) Other than as contemplated by Section 9.04(eSchedule 9.1(g), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this Agreement.

Indemnification of Buyer. (a) From Subject to the other provisions of this Article, before the Closing the Sellers jointly and severally, and after the Closing the Stockholder and the Other Stockholders, jointly and severally (but subject to collectively, as applicable, the terms and conditions of Article IX and Exhibit C of this Agreement"Seller Indemnitors"), Seller will indemnifyshall defend, defend indemnify and hold harmless Buyer and any of its AffiliatesBuyer, the Company Surviving Corporation (from and any Subsidiary after the Closing), and their respective directors, officers, directorsemployees, employees or agents stockholders, subsidiaries, agents, advisors, attorneys, accountants, consultants and affiliates (collectively, the “"Buyer Indemnitees”) "), harmless from and against, and will pay to promptly reimburse the Buyer Indemnitees the amount offor, any loss, expense, damage, deficiency, liability, claim or obligation, including investigative costs, costs of defense, settlement costs (subject to approval as provided below) and all attorneys' and accountants' fees (collectively, "Losses") that any Buyer Indemnitee suffers or incurs or to which any Buyer Indemnitee becomes subject, which Losses arise out of or in connection with (i) any Breach by any Seller of this Agreement or any Related Agreement, (ii) any claim asserted by any third party that, assuming the truth thereof, would constitute a Breach by any Seller of this Agreement or any Related Agreement, (iii) the Proceedings, whether or not involving a Third-Party Claimlisted on the Disclosure Schedule to Section 6.5(c) (Litigation) (provided, however, that the Seller Indemnitors' obligation to indemnify for any Loss arising out of or resulting from, or any Proceeding shall be reduced by any amount previously collected by the Surviving Corporation in connection with: (i) any breach satisfaction of judgments in the Surviving Corporation's favor arising out of any representation Proceeding, or, if any such collection by the Surviving Corporation occurs after the reduction of any Earnout Payment by the amount of any Loss arising out of any Proceeding, and prior to April 30, 2001, then the Surviving Corporation shall pay to the Stockholders (without duplication in the calculation or warranty made by Seller payment of future Earnout Payments) an amount equal to the lesser of the amount offset or the Company contained in Article III or Article IV; (ii) amount of the failure collection, provided further, that the Seller Indemnitors shall be entitled to pay any Taxes utilize such reduction only once with respect to the amount collected pursuant to Section 7.03(aeach such judgment), Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); (iii) any failure of Seller to perform any of its covenants or agreements contained in this Agreement requiring performance by Seller after the Closing (other than the Tax Payment Covenant); (iv) any claim Tax in excess of the applicable reserve (other than any reserve for deferred Taxes established to reflect temporary differences between book and Tax basis in assets and liabilities) for accrued but unpaid Taxes owed by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company for any period prior to the Closing or Seller or any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement; (v) any liability arising out of Marketing Solution Publications, Inc. The Seller Transaction Expenses Indemnitors shall promptly pay or Indebtedness reimburse to the extent Buyer Indemnitees the amount of all Losses after the amount of any such Loss and such Seller Indemnitor's liability therefor is established by (A) agreement in writing between Buyer and the Stockholders' Representative or (B) arbitration pursuant to Section 10.7 (Dispute Resolution) (any Loss so determined is referred to herein as an "Established Loss"). If each Seller Indemnitor does not included pay to the Buyer Indemnitees the amount of the Established Loss on or before the 30th day after the determination described in item (A) or (B) above, then on the 31st day after such determination, the amount of the Established Loss payable by such Seller Indemnitor shall bear interest at a rate of interest per annum that shall, from day to day, equal the lesser of (X) the variable rate of interest published in the calculation Money Rates section of the Purchase Price; or Wall Street Journal (vior the comparable section of such newspaper) as the prime rate of interest on corporate loans at large United States money center commercial banks plus five percent (5%) and (Y) the matters described maximum rate allowed under applicable law. Notwithstanding the foregoing, no such interest shall accrue on Part C the portion of Exhibit C. any Established Loss that is set off against an Earnout Payment pursuant to Section 10.2(c) (b) Other than as contemplated by Section 9.04(eSetoff), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this Agreement.

Indemnification of Buyer. (a) From and after the Closing (but and subject to the terms Sections 9.2 and conditions of Article IX 9.5, each Seller shall severally and Exhibit C of this Agreement)not jointly, Seller will indemnify, defend and hold harmless indemnify Buyer and any of its Affiliates, the Company and any Subsidiary and their respective officers, directors, employees or and agents (collectively, the “Buyer Indemnitees”) from ), against and against, and will pay to hold the Buyer Indemnitees the amount of, harmless from: (a) any and all Losses, whether or not involving a Third-Party ClaimLosses based upon, arising out of or resulting fromcaused by any inaccuracy in, or breach (or any third-party allegation that, if true, would constitute a breach) of, any of the representations and warranties made by such Seller in connection with:Article 3 or by Sellers in Article 4 (which such actual or alleged inaccuracy or breach of such representation or warranty shall be determined for purposes of this Article 9 without regard to any qualification based on knowledge, To Sellers’ Knowledge, materiality or Material Adverse Effect contained in such representations and warranties, and without regard to any disclosures made by Sellers, Holdings or the Company pursuant to Section 8.1.6) or in the certificate delivered pursuant to Section 6.1(c); (ib) any Losses based upon, arising out of or caused by any breach or nonperformance of any covenant or obligation made or incurred by Sellers or Sellers’ Representative herein; (c) any Losses based upon, arising out of or caused by any Indebtedness of the Company existing at or prior to the Closing, to the extent, in the case of each particular Indebtedness, such Losses exceed the amount that was used to reduce the Purchase Price pursuant to Section 2.2 with respect to each such particular Indebtedness; (d) any Losses based upon, arising out of or caused by the matters described under the heading “Controversies, Grievances or Claims” on Schedule 4.9; and (e) any Losses based upon, arising out of or caused by the denial, disallowance or unavailability of a deduction or the failure to withhold any amounts required to be withheld pursuant to Section 4999 of the Code, with respect to any “excess parachute payment” within the meaning of Section 280G of the Code made on or prior to the Closing Date. Notwithstanding the foregoing, each Seller is responsible for only those covenants made by that Seller hereunder and with regard to indemnification under Section 9.1(a) (solely with respect to representations and warranties under Article 3) each Seller is responsible for only those representations and warranties made by that Seller in Article 3, and no Seller shall be obligated to indemnify Buyer Indemnitees for Losses based upon, arising out of or caused by, breach of a covenant by any other Seller or any inaccuracy in, or breach of, any representation or warranty made by any other Seller or the Company contained in Article III or 3. The indemnification responsibilities of any Seller under Section 9.1(a) (solely with respect to representations and warranties under Article IV; (ii4) the failure to pay any Taxes pursuant to Section 7.03(aand Sections 9.1(c), Section 7.03(e), or Section 7.03(i(d) and (the “Tax Payment Covenants”); (iiie) any failure of Seller to perform any of its covenants or agreements contained in this Agreement requiring performance by Seller after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior to the Closing or Seller or any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement; (v) any Seller Transaction Expenses or Indebtedness shall be construed as being several to the extent not included in the calculation of the Purchase Price; or (vi) relative economic ownership of the matters described on Part C Shares, Stock Options or Warrants, as applicable, held by such Seller at the time of Exhibit C. (b) Other than as contemplated Closing in accordance with Schedule 2.7. Any Loss created by any act or omission by Sellers’ Representative hereunder shall be deemed to be a Loss that is the several responsibility of the respective Sellers for purposes of this Section 9.04(e)9.1. Sellers do not make and shall not be deemed to have made, Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert)nor is Buyer relying upon, any right of contributionrepresentation, reimbursementwarranty or covenant other than those representations, subrogation or indemnity against the Company or any of its Subsidiaries, warranties and covenants that are expressly set forth in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this Agreement.

Indemnification of Buyer. (a) From and after the Closing (but subject to the terms and conditions of this Article IX and Exhibit C of this Agreement9), Seller will indemnify, defend and hold harmless indemnify Buyer and any of its AffiliatesAffiliates (which, following the Company and any Subsidiary Closing, shall include the Acquired Companies), and their respective officers, directors, employees or and agents (collectively, collectively the “Buyer Indemnitees”) ), against and hold them harmless from any actual losses, obligations, assessments, fines, penalties, costs, expenses, liabilities and againstdamages, including interest, penalties, reasonable attorneys’, consultant, expert and other professional fees, court costs, investigation and remediation costs, compliance costs, and will pay amounts paid in settlements (hereinafter individually a “Loss” and collectively “Losses”) suffered or incurred by any Buyer Indemnitee to Buyer Indemnitees the amount of, any and all Losses, whether or not involving a Third-Party Claim, arising out of or resulting extent such Loss results from, or in connection with: (i) any breach of any representation or warranty made by of Seller contained in Article 3 or the Company or EHO contained in Article III 4, or Article IV;any Interim Breach, in each case taking into account any amendment of the Disclosure Schedule duly made pursuant to Section 6.05(a); or (ii) the failure to pay any Taxes pursuant to Section 7.03(a), Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); (iii) breach of any failure covenant of Seller to perform any of its covenants or agreements contained in this Agreement requiring performance by Seller after the Closing; or (iii) the failure of any portion of the Seller Transaction Expenses or the Indebtedness of the Acquired Companies outstanding as of the Closing to be paid at Closing other than as a result of Buyer’s breach of this Agreement. (b) Notwithstanding anything to the contrary set forth in this Agreement, but subject to the other provisions of this Article 9, even if a Buyer Indemnitee would otherwise be entitled to recover a Loss pursuant to this Agreement: (i) no Buyer Indemnitee will be entitled to any indemnification for a Loss hereunder if, with respect to any individual item of Loss, such item is less than Ten Thousand Dollars ($10,000) (“Minor Claim”), provided that in the event that the aggregate amount of such Minor Claims equals or exceeds $50,000, the provisions of this Section 9.02(b)(i) shall no longer be applicable and any and all such Losses incurred by the Buyer Indemnitees from the first dollar shall be subject to the other provisions of this Article 9; (ii) no Buyer Indemnitee will be entitled to any indemnification hereunder in respect of any breaches of any of the representations and warranties set forth in Article 3 or 4 unless the aggregate amount of all Losses (excluding Minor Claims to the extent the aggregate amount of Minor Claims is less than $50,000) arising therefrom exceeds on a cumulative basis an amount equal to $280,000 (the “Deductible”), and then only to the extent such Losses exceed the Deductible; provided, however, the Deductible shall not be applicable to any breach or breaches of any Fundamental Representations (which, for the avoidance of doubt, include the Excluded Matters) or Losses arising from Interim Breaches; (iii) (A) except with respect to Interim Breach Losses arising from breaches of Fundamental Representations, (1) no Buyer Indemnitee shall be entitled to any indemnification hereunder in respect of any Interim Breach unless the aggregate amount of all Interim Breach Losses exceeds $280,000 (the “Interim Breach Deductible”), and then only to the extent such Interim Breach Losses exceed the Interim Breach Deductible, and (2) thereafter, Seller shall be solely liable for any Interim Breach Losses in excess of the Interim Breach Deductible, up to an aggregate amount of $280,000, and (B) with respect to Interim Breach Losses arising from breaches of Fundamental Representations, the Interim Breach Deductible shall not be applicable and Seller shall be solely liable for such Interim Breach Losses, up to an aggregate amount of $560,000 (with any Interim Breach Losses in excess of $560,000 being subject to the terms of Section 9.02(b)(vii) and Section 9.02(c)(iii)); (iv) other than Losses arising from Interim Breaches and Losses arising from any breach or breaches of any Fundamental Representations, the aggregate liability of Seller for all Losses in respect of any breaches of any of the representations and warranties set forth in Articles 3 and 4 shall not exceed an amount equal to $140,000; (v) except as hereinafter provided in this Section 9.02(b)(v), the aggregate liability of Seller for Losses arising from any breach or breaches of any Fundamental Representations, together with any Losses in respect of any breaches of any of the representations and warranties set forth in Articles 3 and 4 other than the Tax Payment CovenantFundamental Representations and Interim Breaches, shall not exceed $420,000; provided however, that notwithstanding the foregoing, (A) the aggregate liability of Seller for all Losses arising from any breach or breaches of the Health Care Representations for which coverage is provided solely pursuant to the Ironshore Policy (the “Ironshore Covered Health Care Representations”) shall not exceed $500,000 and (B) the aggregate liability of Seller for all Losses arising from any and all Excluded Matters shall not exceed $500,000; (vi) other than Losses arising from Interim Breaches, the aggregate liability of Seller for all Losses in respect of any breaches of the representations and warranties set forth in Articles 3 and 4, including with respect to any and all breaches of the Ironshore Covered Health Care Representations and the Excluded Matters, shall not exceed $1,420,000; (vii) the aggregate liability of Seller for Losses arising from Interim Breaches shall not exceed $1,000,000; and (viii) in no event whatsoever shall the aggregate liability of Seller for Losses under this Section 9.02 exceed the sum of the Base Purchase Price plus the aggregate amount of any Contingent Payments actually earned by Seller. (c) Notwithstanding anything to the contrary in this Agreement, but subject to the other provisions of this Article 9: (i) other than Losses arising from Interim Breaches and Losses arising from any breach of any Fundamental Representation, any Losses that a Buyer Indemnitee is entitled to recover pursuant to Section 9.02(a)(i) shall be satisfied solely and exclusively (x) first, out of the Indemnity Escrow Fund until the Indemnity Escrow Fund has been fully depleted, as it may be replenished pursuant to Section 9.02(c)(vii) below, provided that, in no event shall the aggregate amount payable by Seller pursuant to this clause (x) exceed $140,000, and (y) second, by submission of claims by Buyer pursuant to the applicable R&W Insurance Policy; (ii) other than Losses arising from Interim Breaches and Losses described in clauses (iv) and (v) of this Section 9.02(c), any Losses that a Buyer Indemnitee is entitled to recover pursuant to Section 9.02(a)(i) in respect of a breach of a Fundamental Representation shall be satisfied solely and exclusively (x) first, out of the Indemnity Escrow Fund until the Indemnity Escrow Fund has been fully depleted, as it may be replenished pursuant to Section 9.02(c)(vii) below, (y) second, directly from Seller or pursuant to Section 9.02(d) to the extent necessary to satisfy any remaining self-retention amount pursuant to the applicable R&W Insurance Policy, provided that, in no event shall the aggregate amount payable by Seller pursuant to the foregoing clauses (x) and (y) exceed $420,000, and (z) third, by submission of claims by Buyer pursuant to the applicable R&W Insurance Policy; (iii) any Losses that a Buyer Indemnitee is entitled to recover pursuant to Section 9.02(a)(i) in respect of any Interim Breaches in excess of $560,000 (inclusive of the Interim Breach Deductible, if applicable) shall be shared fifty percent (50%) each by Buyer and Seller; provided, that the maximum aggregate liability of Seller with respect to Losses arising from Interim Breaches shall not exceed $1,000,000 and any Losses in excess thereof shall be borne solely by Buyer and any recovery from Seller shall be satisfied (x) first, from the Interim Breach Loss Escrow Amount and (y) second, directly from Seller or pursuant to Section 9.02(d); (iv) any claim by Losses that a Buyer Indemnitee is entitled to recover pursuant to Section 9.02(a)(i) in respect of any Person for brokerage breach of an Ironshore Covered Health Care Representation (other than any Excluded Matter included therein) shall be satisfied solely and exclusively (x) first, out of the Indemnity Escrow Fund until the Indemnity Escrow Fund has been fully depleted, as it may be replenished pursuant to Section 9.02(c)(vii) below, (y) second, directly from Seller or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior pursuant to Section 9.02(d) to the Closing or extent necessary to satisfy any remaining self-retention amount pursuant to the applicable R&W Insurance Policy, provided that in no event shall the aggregate liability of Seller or any pursuant to clauses (x) and (y) exceed $500,000, and (z) third, by submission of Seller’s Affiliates in connection with claims by Buyer pursuant to the transactions contemplated by this Agreementapplicable R&W Insurance Policy; (v) any Seller Transaction Expenses or Indebtedness Losses that a Buyer Indemnitee is entitled to the extent not included recover pursuant to Section 9.02(a)(i) in the calculation respect of any Excluded Matter shall be satisfied solely and exclusively (x) first, out of the Purchase Price; orExcluded Matter Escrow Fund until the Excluded Matter Escrow Fund has been fully depleted, (y) second, out of the Indemnity Escrow Fund until the Indemnity Escrow Fund has been fully depleted, as it may be replenished pursuant to Section 9.02(c)(vii) below, and (z) third, directly from Seller or pursuant to Section 9.02(d), provided that in no event shall the aggregate liability of Seller for any such Losses exceed $500,000, with any Losses in excess thereof to be borne solely by Buyer; (vi) the matters described on Part C of Exhibit C.any Losses that a Buyer Indemnitee is entitled to recover pursuant to Section 9.02(a)(ii) or 9.02(a)(iii) shall be recovered directly from Seller or pursuant to Section 9.02(d); and (bvii) Other than as contemplated by Section 9.04(e)in the event the Indemnity Escrow Fund is depleted, Seller will not havein whole or in part, and Seller will not assert or exercise (or attempt from time to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiariestime, in connection with any indemnification a Buyer Indemnitee’s recovery of Losses pursuant to Sections 9.02(c)(iv) or 9.02(c)(v) above, Seller shall promptly deliver to the Escrow Agent, for deposit into the Indemnity Escrow Fund, immediately available funds in such amount as is required to replenish the Indemnity Escrow Fund to the Indemnity Escrow Amount; provided, however, in no event shall Seller’s obligation to replenish the Indemnity Escrow Fund exceed $140,000. (d) To the extent permitted by this Article 9 and subject to the order of recovery, caps and other conditions and limitations specified therein, as applicable, Buyer shall have the right, in its sole and absolute discretion, to set-off, reduce, offset or, in the case of clause (B), withhold any Contingent Payment owed by Buyer under this Agreement to Seller by the amount of any Losses (A) finally determined or agreed upon pursuant to the terms of this Agreement to be payable by Seller or (B) asserted by Buyer, reasonably and in good faith, after consultation with Seller, to be payable by Seller but unresolved as of the date the Contingent Payment would otherwise be due; provided, however, (i) should the amount to be withheld pursuant to clause (B) (the “Withheld Amount”) equal or exceed $100,000, at Seller’s action, (x) Buyer shall promptly deposit the Withheld Amount with the Escrow Agent, which will hold, invest and disburse the Withheld Amount in accordance with the Escrow Agreement, if it then remains in effect, or in accordance with another mutually agreeable escrow agreement to be entered into by Buyer, Seller and the Escrow Agent at such time (if the Escrow Agreement is not then in effect), containing terms substantially similar to those set forth in the Escrow Agreement as applicable, and (y) once such Losses are finally determined or agreed upon pursuant to the terms of this Agreement, Buyer and Seller shall deliver a joint written instruction to the Escrow Agent directing it to (1) disburse to Buyer the portion of the Withheld Amount equal to the amount of such Losses payable by Seller, if any, together with the interest accruing thereon under the related escrow agreement, and (2) disburse to Seller the remaining portion of the Withheld Amount, if any, together with the interest accruing thereon under the related escrow agreement; and (ii) in the case of any withholding pursuant to clause (B) in which the Withheld Amount is not deposited with the Escrow Agent, Buyer shall retain the Withheld Amount until such Losses are finally determined or agreed upon pursuant to the terms of this Agreement, at which time (x) Buyer shall have the right to set-off, reduce, or offset against the Withheld Amount the amount of such Losses payable by Seller, if any, and (y) Buyer shall promptly remit to Seller the remaining portion of the Withheld Amount, if any, together with interest accrued thereon at a fixed per annum rate determined at the time of the withholding, equal to the Federal Funds Rate at such time plus three percent (3%), accruing from the date the related Contingent Payment was originally payable until the date paid. Neither the exercise nor the failure to exercise the right set forth in this Section 9.02(d) will constitute an election of remedies or limit Buyer in any manner in the enforcement of any other remedies that may become subject or which be available to it. Any claim by Seller alleging that the Withheld Amount exceeds the amount that may be payable out by Seller hereunder with respect to the unresolved indemnification claim shall be resolved in accordance with Section 11.20, and there shall be no presumption under Section 11.20 in favor of Buyer with respect to the determination of the Indemnification Escrow Account Withheld Amount. (e) Any indemnification obligations of Seller pursuant to Section 9.02(a) shall be paid to Buyer or set off pursuant to Section 9.02(d), as the case may be, within thirty (30) days after the final determination thereof or agreement of the parties with respect thereto. Payment of any such amounts shall be effected by wire transfer of immediately available funds from Seller to an account designated in writing by Buyer (on behalf of such Buyer Indemnitee). (f) All payments or set offs under this Section 9.02 will be treated by the parties as an adjustment to the proceeds received by Seller pursuant to Article 1. (g) For purposes of determining both (i) whether Seller, the Company or EHO has breached any of its representations and warranties in connection with Articles 3 or 4 and (ii) the amount of Losses suffered or incurred by any Buyer Indemnitee by reason of any such breach, qualifications therein referring to “material”, “Material Adverse Effect” and other qualifications of similar import or effect shall be disregarded (but, for the avoidance of doubt, qualifications referring to “Knowledge” or specified dollar amounts or dates or periods shall not be disregarded); provided, however, that this AgreementSection 9.02(g) shall have no applicability to Interim Breaches or any of the following: the definition of “Material Contracts,” the second sentences of each of Section 4.05 and Section 4.13(a) and the first sentences of each of Sections 4.06, 4.07, and 4.15(b).

Indemnification of Buyer. (a) From Each of Seller and after Gxxxxxx shall jointly and severally hold Buyer and its Affiliates, and their respective shareholders, directors, officers, employees, successors, assigns, and agents (the Closing “Buyer Indemnified Persons”), harmless and indemnify each of the Buyer Indemnified Persons from and against, and each of Seller and Gxxxxxx hereby waives any claim for contribution or indemnity from any of the Buyer Indemnified Persons with respect to, any and all claims, losses, damages, liabilities, expenses or costs (but subject “Losses”), plus reasonable attorneys’ fees and expenses incurred in connection with Losses and/or enforcement of this Agreement (collectively, the “Indemnified Losses”) incurred or to the terms be incurred by any of them resulting from or arising out of (i) any breach or violation of a representation or warranty made by Seller and conditions of Gxxxxxx in Article IX and Exhibit C III of this Agreement), (ii) any breach or violation of a covenant or agreement made by Seller, Gxxxxxx, Xxx Self and Jxxx Xxxxxxxx in this Agreement, (iii) the ownership, use or possession of the Excluded Assets, and (iv) the Excluded Liabilities. (b) In addition to any other indemnification granted herein and notwithstanding the survivability or limits, if any, of any representation contained herein or the absence of any representation herein, each of Seller will and Gxxxxxx agrees to hold the Buyer Indemnified Persons harmless and shall jointly and severally indemnify each of them from and against liabilities of each member of the LP Group for Taxes or liability, if any for Taxes of others, including, but not limited to, each member of the LP Group or any of their Affiliates, or damage or Indemnified Losses payable with respect to Taxes claimed or assessed against Buyer with respect to the Business or the Purchased Assets (i) for any taxable period, or portion thereof, ending on or before the Effective Time or as a result of this transaction or (ii) for any taxable period resulting from a breach by Seller and Gxxxxxx of any of the representations or warranties or covenants contained in Sections 3.5 or 6.2 hereof. Each of Seller and Gxxxxxx also agrees to jointly and severally indemnify, defend and hold harmless the Buyer and any of its Affiliates, the Company and any Subsidiary and their respective officers, directors, employees or agents (collectively, the “Buyer Indemnitees”) Indemnified Persons from and against, and will pay to Buyer Indemnitees the amount of, against any and all LossesIndemnified Losses sustained by Buyer in a taxable period ending after the Effective Time that arises out of the settlement or other resolution (without the consent of Buyer) of a proposed Tax adjustment that relates to a taxable period ending on or before the Effective Time. (c) With respect to any indemnity payment under this Section 9.1, the parties agree to treat, to the extent permitted by Law, all such payments as an adjustment to the consideration paid for the sale and transfer of the Purchased Assets. (d) Notwithstanding anything contained herein or elsewhere to the contrary, all “material” and “material adverse effect” or similar materiality type qualifications contained in the representations and warranties set forth in this Agreement shall be ignored and not given any effect for purposes of the indemnification provisions hereof, including, without limitation, for purposes of determining whether or not involving a Third-Party Claim, arising out of or resulting from, or in connection with: (i) any breach of any a representation or warranty made by Seller or has occurred, determining whether the Company contained threshold in Article III or Article IV; (iiSection 9.4(a) the failure to pay any Taxes pursuant to Section 7.03(a), Section 7.03(e), or Section 7.03(i9.4(b) (has been surpassed and/or determining the “Tax Payment Covenants”); (iii) amount of any failure of Seller to perform any of its covenants or agreements contained in this Agreement requiring performance by Seller after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior to the Closing or Seller or any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement; (v) any Seller Transaction Expenses or Indebtedness to the extent not included in the calculation of the Purchase Price; or (vi) the matters described on Part C of Exhibit C. (b) Other than as contemplated by Section 9.04(e), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this AgreementIndemnified Losses.

Indemnification of Buyer. (a) From Seller and after the Closing (but subject Xxxxxxxx jointly and severally agree to the terms and conditions of Article IX and Exhibit C of this Agreement), Seller will indemnify, defend and hold harmless indemnify Buyer and any of its Affiliates, the Company and any Subsidiary and their respective Buyer's officers, directors, shareholders, agents and employees or agents and to hold them harmless from and against any and all damages, losses, deficiencies, actions, demands, judgments, costs and expenses (including reasonable attorneys' and accountants' fees) (collectively, the “Buyer Indemnitees”"Losses") from and against, and will pay to Buyer Indemnitees the amount of, any and all Losses, whether or not involving a Third-Party Claim, arising out of or against Buyer resulting from, or in connection with: from (i) any misrepresentation or breach of warranty on the part of Seller or Xxxxxxxx in this Agreement or in any document or agreement executed and/or delivered by Seller or Xxxxxxxx in connection herewith; (ii) any nonfulfillment of any agreement or covenant contained herein or in any certificate, documents, agreement or instrument delivered hereunder on the part of Seller or Xxxxxxxx; and/or (iii) any failure of Seller or Xxxxxxxx to pay and/or perform any liability or obligation of Seller, Xxxxxxxx or the Business other than the Assumed Liabilities; and (iv) any loss, liability, or expenses, including 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 Xxxxxxx & Xxxx, S.C. has been retained to pursue such claim and will continue to be the counsel which will pursue the matter subsequent to the Closing. (b) Notwithstanding anything in this Agreement to the contrary, Seller and Xxxxxxxx shall not be obligated to indemnify, defend or hold harmless Buyer pursuant to Paragraph 6.1(a)(i) of this Agreement, in respect of any breach of any representation or warranty made in this Agreement or any document executed in connection herewith unless, the 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 Xxxxxxxx'x aggregate liability to indemnify Buyer 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 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 Xxxxxxxx without dilution or effect against the Company contained in Article III or Article IV;$25,000 "basket.". (iic) Seller and Xxxxxxxx may satisfy their obligations under Paragraph 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 pay any Taxes pursuant to Section 7.03(aobtain Consents specified in Section1.3(b)(1) and (ii), Section 7.03(e)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, or Section 7.03(i) (Seller and Buyer shall direct the “Tax Payment Covenants”); (iii) any failure Escrow Agent to transfer to Buyer such number of Subject Shares as Seller to perform any of its covenants or agreements contained may designate in this Agreement requiring performance by Seller after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person accordance with the Company prior to the Closing or Seller or any provisions of Seller’s Affiliates in connection with the transactions contemplated by this Agreement; (v) any Seller Transaction Expenses or Indebtedness to the extent not included in the calculation of the Purchase Price; or (vi) the matters described on Part C of Exhibit C. (b) Other than as contemplated by Section 9.04(eParagraph 6.1(c), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this Agreement.

Indemnification of Buyer. (a) From and after the Closing (but subject Subject to the terms and conditions of Article IX and Exhibit C other provisions of this Agreement)Article, Seller will indemnifythe Shareholder shall defend, defend indemnify and hold harmless Buyer Buyer, together with its respective directors, officers, employees, shareholders, subsidiaries, agents, advisors, attorneys, accountants, consultants and any of its Affiliates, Affiliates (including without limitation the Company and any Subsidiary and their respective officers, directors, employees or agents the Subsidiaries) (collectively, the “"Buyer Indemnitees”) "), harmless from and against, and will pay to promptly reimburse the Buyer Indemnitees the amount offor, any loss, expense, damage, deficiency, liability, claim or obligation, including without limitation investigative costs, costs of defense, settlement costs (subject to approval as provided below) and all attorneys' and accountants' fees (collectively, "Losses") that any Buyer Indemnitee incurs or to which any Buyer Indemnitee becomes subject (directly or indirectly, including without limitation by virtue of the occurrence of any Losses at the Company and including without limitation future costs and expenses reasonably expected to be incurred in connection with any Loss), which Losses arise out of or in connection with (i) any Breach by any Seller of any provision of this Agreement, (ii) any claim asserted by any third party that, assuming the truth thereof, would constitute a Breach by any Seller of any provision of this Agreement, (iii) any obligation in connection with any transaction listed on, or improperly omitted from, Disclosure Schedule 3.6(f), (iv) the Proceedings, whether or not involving listed on Disclosure Schedule 3.5(c), (v) any Tax in excess of the applicable funded reserve for accrued but unpaid Taxes owed by the Company or a Third-Party ClaimSubsidiary for any period (or portion of a period) prior to the date hereof, arising out (vi) any promissory note, installment sales contract or similar arrangement of any customer of the Company or resulting froma Subsidiary entered into or agreed to prior to the date hereof and pursuant to which the Company or a Subsidiary is or may be contingently liable as a guarantor or other obligor either with limited or full recourse, or in connection with: (ivii) any breach of any representation claim, suit or warranty made by Seller other legal action arising against the Company, Buyer or the Company contained in Article III or Article IV; (ii) the failure to pay any Taxes pursuant to Section 7.03(a), Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); (iii) any failure of Seller to perform any of its covenants or agreements contained in this Agreement requiring performance by Seller their Affiliates after the Closing (Date based on events occurring or circumstances existing prior to August 10, 2000, that would have been required to be listed on Disclosure Schedule 3.5(c) if such claim, suit or other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company legal action had been asserted prior to the Closing Date or Seller or any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement; (vviii) any Seller Transaction Expenses or Indebtedness to the extent not included Adjustment in the calculation excess of the Purchase Price; or (vi) the matters described on Part C of Exhibit C. (b) Other than as contemplated by Section 9.04(e), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this Agreement$500,000.

Indemnification of Buyer. (a) From and after the Closing (but subject to the terms and conditions of this Article IX and Exhibit C of this AgreementIX), the Buyer Indemnitees (as defined below) shall be indemnified and held harmless by Seller will indemnify, defend from the Indemnity Escrow Amount in the Indemnity Escrow Account in respect of any Loss suffered or incurred by Buyer (and hold harmless Buyer and its successors or assigns in accordance with Section 11.05) or any of its Affiliates, the Company and any Subsidiary and their respective officers, directors, employees or agents (collectively, the “Buyer Indemnitees”) from and againstto the extent such Loss results from, and will pay to Buyer Indemnitees the amount arose out of, any and all Losses, whether or not involving a Third-Party Claim, arising out of or resulting from, or in connection withrelates to: (i) any a breach of any representation or warranty made by of Seller or the Company contained in Article III or Article IVIV of this Agreement or any breach of Section 6.07 by the Company, in each case taking into account any disclosure made pursuant to Section 6.06, or any breach of any of Sections 6.01(d), (e) and (f) by the Company; (ii) the failure to pay any Taxes pursuant to Section 7.03(a), Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); (iii) breach of any failure covenant of Seller to perform any of its covenants or agreements contained in this Agreement requiring performance by Seller after the Closing; (iii) any amounts required to pay (A) any Seller Transaction Expenses not paid upon Closing and (other than B) any Indebtedness of the Tax Payment Covenant)Company as of the Closing Date that was not reflected on the Closing Statement; (iv) any claim Third-Party Claim with respect to (a) that certain Engagement Letter, dated February 20, 2008, between Xxxxxxxx & Company, Inc. and Xxxxxxx Industries, Inc. or (b) that certain Engagement Letter, dated February 22, 2008, between W.Y. Xxxxxxxx & Company and Xxxxxxx Industries, Inc., each such agreement as amended or otherwise modified on the Closing Date; (v) the improper exclusion of hourly and leased employees of Xxxxxxx Heat Tracing Services – II, Inc. from participation in the Company 401(k) Plan to the extent occurring prior to the Closing, and any Loss related to any voluntary correction of such exclusion; (vi) any breach of Environmental Law relating or applying to the Pune Facility, including fines, penalties, or corrective action, to the extent occurring during the period (A) prior to the Closing Date and (B) for any breach that commenced prior to the Closing, from and after the Closing until the Company corrects such breaches of Environmental Laws as long as the Company is diligently pursuing such corrections, but in any event no such breaches that are continuing after December 31, 2010; (vii) the costs associated with the Drum Disposal, if such Drum Disposal has not fully occurred prior to the Closing Date or such costs have not been fully paid by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior to the Closing Date and are not fully reflected as a current liability on the Closing Statement, as well as fines, penalties or Seller corrective action required under applicable hazardous waste provisions of any Environmental Laws, if the testing of the contents of the Pre-Closing Waste Drums as required by Section 6.08(a) hereof demonstrates applicability of the hazardous waste provisions of any Environmental Laws (in which case the indemnification obligations under this Section 9.02(a)(vii) shall also apply to the Pre-Closing Waste Drums (including the Continued Use Drums) whether or not the Drum Disposal has fully occurred prior to the Closing Date as long as the Company is diligently pursuing such corrections, but in any of Seller’s Affiliates in connection with the transactions contemplated by this Agreementevent no later than December 31, 2010); (vviii) acts described in the disclosure to the Office of Antiboycott Compliance as described in Item 3(c) on the Compliance with Laws Schedule, including the loss of foreign Tax credits as a result of any Seller Transaction Expenses or Indebtedness such acts, to the extent that the Buyer Indemnitees have not included in the calculation been fully indemnified for such Loss pursuant to Section 9.2(e) of the Purchase PriceAudax Merger Agreement after diligently pursuing such indemnification; orand (viix) (a) all Income Taxes attributable to Pre-Closing Tax Periods that are not Covered Taxes, (b) all other Taxes relating to or arising out of any matter designated by an asterisk (*) on the Taxes Schedule (without regard to the currency amounts specified in such schedule; it being understood that such amounts do not limit the Buyer Indemnitees’ recovery for Losses with respect to such matters), and (c) the matters described on Part C reduction or disallowance of Exhibit C.any Transaction Tax Benefit for which a payment has been made by Buyer to Seller (only to the extent of the Transaction Tax Benefit paid to Seller) (the Seller’s indemnification obligations related to this Section 9.02(a)(ix), the “Tax Indemnity”). (b) Other than as contemplated by Section 9.04(e), For purposes of determining the amount of a Loss resulting from a breach of any representation or warranty of Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, contained in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this Agreement, the terms “material” or “Material Adverse Effect” or words of similar import contained in such representation or warranty shall in each case be disregarded and without effect (as if such terms were deleted from such representation or warranty).

Indemnification of Buyer. (a) From and after the Closing (but subject to the terms and conditions of Article IX and Exhibit C of this Agreement), Seller will shall indemnify, defend and hold harmless Buyer and any each of its AffiliatesSubsidiaries, the Company and any Subsidiary and their respective divisions, officers, directors, and employees or agents (collectively, the “Buyer IndemniteesIndemnified Parties”) from and against, against and will pay to Buyer Indemnitees the amount of, in respect of any and all Lossesdemands, claims, actions or causes of action, assessments, losses, damages, liabilities, interest and penalties, costs and expenses (including, without limitation, reasonable legal fees and disbursements incurred in connection therewith and in seeking indemnification therefore, and any amounts or expenses required to be paid or incurred in connection with any action, suit, proceeding, claim, appeal, demand, assessment or judgment) whether or not involving a Thirdthird-Party Claimparty claim, but excluding any punitive, special, incidental or consequential damages (collectively “Indemnifiable Losses”), directly or indirectly resulting from, arising out of or resulting fromof, or in connection withimposed upon or incurred by any Buyer Indemnified Party from and after the Closing, by reason of any one or more of the following: (ia) any Any breach of any representation or warranty made by Seller or the Company contained in Article III or Article IV; (ii) the failure to pay any Taxes pursuant to Section 7.03(a), Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); (iii) any failure of Seller to perform any of its covenants or agreements contained in this Agreement requiring performance Agreement, or any agreement, certificate or document executed and delivered by Seller after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage pursuant hereto or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior to the Closing or Seller or any of Seller’s Affiliates in connection with any of the transactions contemplated by this Agreement; (vb) Any breach of any covenant or obligation of Seller Transaction Expenses contained in this Agreement, or Indebtedness any agreement, certificate or document executed and delivered by Seller pursuant hereto or in connection with any of the transactions contemplated by this Agreement; (c) Any failure by Seller to satisfy, perform, pay, discharge or resolve any liabilities and obligations of, or claims against, Seller not included within the Assumed Liabilities; (d) Except as set forth on Schedule 3.9(g), the failure by Seller as of the Closing to have had valid and enforceable rights in the Owned IP, which are granted and issued Patents, and the remainder of the Transferred Intellectual Property; (e) The failure of the Seller to have timely and fully responded to all office actions or other comments, actions or filings of any kind made by any governmental entity with respect to any IP Application to the extent not included in the calculation full satisfaction of the Purchase Priceapplicable governmental entity; (f) Any of Seller’s Patents is invalidated or is held unenforceable as a result of Seller or any officer, employee or agent of Seller having made (i) an untrue statement of a material fact or fraudulent statement to any governmental authority, or (ii) having failed to disclose a material fact required to be disclosed to any governmental authority; or (vig) Any and all actions, suits, proceedings, claims or demands by third parties, or assessments or judgments in their favor, directly resulting or arising from any of the matters described on Part C of Exhibit C. (b) Other than as contemplated by Section 9.04(e), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company foregoing or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this Agreementallegations thereof.

Indemnification of Buyer. (a) From and after the Closing (but subject to the terms and conditions of Article IX and Exhibit C provisions of this AgreementArticle 9), Seller will indemnify, defend and hold harmless Buyer and any of its Affiliates, the Company and any Subsidiary and their respective officers, directors, employees or and agents (collectively, the “"Buyer Indemnitees”") from shall be indemnified by H&H Group in respect of any loss, Liability, damage, deficiency, demand, judgment, interest, fine, Tax, penalty, assessment, Action, award, cost or expense (including reasonable out-of-pocket costs of investigation and against, defense and will pay to attorneys' and other professionals' fees) (hereinafter individually a "Loss" and collectively "Losses") suffered or incurred by the Buyer Indemnitees to the amount ofextent such Loss results from, any and all Losses, whether is caused by or not involving a Third-Party Claim, arising arises out of or resulting from, or in connection with: (i) any a breach of any representation or warranty made of Seller or H&H Group contained in Article 3 or 4 of this Agreement and any certificate delivered hereunder by or on behalf of Seller, H&H Group, Newco, the Company or any of the Sold Subsidiaries other than a Fundamental Representation, (ii) a breach of any Fundamental Representation of Seller or H&H Group contained in Article 3 or 4 of this Agreement, (iii) a breach of or non-compliance with any covenant or agreement by Seller or H&H Group contained in this Agreement, (iv) (A) any Liabilities with respect to the Excluded Subsidiaries and the Old Company and (B) any Liabilities with respect to Seller, other than to the extent resulting from, caused by or arising out of Seller's ownership or operation of, or otherwise attributable to, Newco, the Company contained or any of the Sold Subsidiaries, (v) any Liability of Newco, the Company or the Sold Subsidiaries related to the Omega Chemical Corporation Superfund Site (the "Omega Superfund Site") in Article III Whittier, California, EPA ID#: CAD042245001 ("Omega Site Liability") and (vi) any matter set forth on Schedule 9.02(a). (b) Notwithstanding anything to the contrary set forth in this Agreement: (i) Even if a Buyer Indemnitee would otherwise be entitled to indemnification for a Loss pursuant to this Agreement, the Buyer Indemnitees shall not be entitled to indemnification for a Loss pursuant to Section 9.02(a)(i) unless a claim or Article IVseries of related claims individually involves such Losses in excess of $25,000; (ii) the failure No Buyer Indemnitee shall be entitled to pay any Taxes indemnification for any Losses pursuant to Section 7.03(a9.02(a)(i) except to the extent the aggregate amount of all such Losses exceeds on a cumulative basis an amount equal to three-quarters of one percent (0.75%) of the Purchase Price (such amount, the "Deductible"), Section 7.03(e), or Section 7.03(i) (and then only to the “Tax Payment Covenants”)extent such Losses exceed the Deductible; (iii) No Buyer Indemnitee shall be entitled to any failure indemnification for any Losses pursuant to Sections 9.02(a)(i) or 9.02(a)(ii) to the extent the aggregate amount of Seller all such Losses paid or payable to perform the Buyer Indemnitees by or on behalf of H&H Group exceeds on a cumulative basis an amount equal to three-quarters of one percent (0.75%) of the Purchase Price (the "General Cap"); provided, however, that, notwithstanding the foregoing provision of this Section 9.02(b)(iii), (A) with respect to Losses pursuant to Section 9.02(a)(i) to the extent arising out of (1) Sections 4.15(c) or 4.15(d) (Compliance with Laws) or Section 4.16 (Environmental Matters), (2) any of its covenants the exclusions under the R&W Policy that are listed on Schedule 9.02(b)(iii) (the "Specified Exclusions") or agreements contained in this Agreement requiring performance by Seller after (3) those matters (if any) identified on the Closing Date Representations Letter that were not identified on the Signing Date Representations Letter (the "Interim Period Matters"), the Buyer Indemnitees shall be entitled to indemnification to the extent the aggregate amount of all such Losses does not exceed on a cumulative basis, together with all other Losses pursuant to which the Buyer Indemnitees are entitled to indemnification under Section 9.02(a) and Section 9.12(l), an amount equal to ten percent (10%) of the Purchase Price; (B) with respect to Losses pursuant to Section 9.02(a)(ii) and attributable to one or more of the Specified Exclusions or the Interim Period Matters (such Losses collectively, the "Carved-Out Fundamental Losses"), the Buyer Indemnitees shall be entitled to indemnification to the extent the aggregate amount of all such Losses does not exceed on a cumulative basis, together with all other Losses pursuant to which the Buyer Indemnitees are entitled to indemnification under Section 9.02(a) and Section 9.12(l), an amount equal to the Purchase Price; and (C) with respect to Losses pursuant to Section 9.02(a)(ii) other than the Tax Payment CovenantCarved-Out Fundamental Losses, the Buyer Indemnitees shall be entitled to indemnification in excess of the General Cap only to the extent the aggregate amount of all such Losses exceeds an amount equal to the difference of (x) $20,000,000 minus (y) the aggregate amount of all amounts paid to Buyer under the R&W Policy as of the date on which such Losses are paid (such amount, the "Fundamental Representation Floor"), in which case the Buyer Indemnitees shall thereafter be entitled to indemnification for such Losses in excess of the Fundamental Representation Floor, but only to extent the aggregate amount of all such Losses does not exceed on a cumulative basis, together with all other Losses pursuant to which the Buyer Indemnitees are entitled to indemnification under Section 9.02(a) and Section 9.12(l), an amount equal to the Purchase Price; provided, further, however, that, for the avoidance of doubt, no Buyer Indemnitee shall be entitled to any indemnification for any Losses pursuant to Section 9.02(a) and Section 9.12(l) to the extent the aggregate amount of all such Losses exceeds on a cumulative basis an amount equal to the Purchase Price; (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior Except to the extent attributable to a breach of the representations and warranties contained in Section 4.09(e), no Buyer Indemnitee shall be entitled to any indemnification pursuant to Section 9.02(a) or Section 9.12(l) for Losses consisting of or relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing or Seller or any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement;Date; and (v) All payments under this Section 9.02 shall be treated by the parties as an adjustment to the proceeds received by Seller pursuant to Article 1. (c) The Buyer Indemnitees shall not be entitled to indemnification with respect to any Seller Transaction Expenses conditions of contamination, including any Release or Indebtedness the presence of Hazardous Substances, identified through any environmental sampling, investigation or assessment conducted by or on behalf of Buyer which is not: (i) affirmatively required by Environmental Laws or a Governmental Body, (ii) precipitated by Buyer's reasonable determination, as communicated to H&H Group in writing, that an environmental condition exists which would present an imminent risk of harm to human health or materially impair the use of the facility consistent with the property's use as of the Closing (provided, however, that failure to deliver such written communication shall not affect the indemnification provided hereunder except to the extent not included in the calculation Seller shall have been actually prejudiced as a result of the Purchase Price; or (vi) the matters described on Part C of Exhibit C. (b) Other than as contemplated by Section 9.04(esuch failure), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, iii) required in connection with any lease arrangement in existence as of the Closing and affecting any property leased by Newco or the Sold Subsidiaries as of the Closing or (iv) in response to an unsolicited Third-Party Claim. Sampling activities conducted in accordance with any of (i)-(iv) of the foregoing sentence shall constitute "Acceptable Sampling Activities". Any Release or presence of Hazardous Substances identified pursuant to Acceptable Sampling Activities shall constitute an "Identified Environmental Condition". (d) The Buyer Indemnitees shall not be entitled to indemnification obligation with respect to which Seller may become subject any environmental investigatory, corrective, remedial or which may be payable response action, including such actions related to Identified Environmental Conditions (collectively, "Response Actions") except to the extent such Response Action (x) is attributable to a breach of the representations and warranties set forth in Section 4.16 and is (y) (i) affirmatively required by Environmental Laws or a Governmental Body, (ii) reasonably necessary to resolve or address an unsolicited Third-Party Claim asserting liability or potential liability arising out of any Release or the Indemnification Escrow Account under or presence of Hazardous Substances in connection with acts, events or circumstances existing or occurring prior to the Closing, (iii) reasonably necessary to address conditions the presence of which would reasonably be expected to present an imminent risk of harm to human health or materially impair the property's use in a manner consistent with its use as of the Closing. Any Response Action undertaken by Buyer at a property owned, operated or occupied by the Company, Newco or any Sold Subsidiary shall assume the continued use of a subject property in a manner consistent with its use as of the Closing. Buyer shall utilize the most cost-effective and commercially reasonable remedial approach permitted by applicable Environmental Laws, including the use of risk-based remedial standards and engineering and institutional controls (including deed restrictions or notices and land use restrictions), except to the extent that the use of such risk-based remedial standards or engineering or institutional controls would unreasonably interfere with continued use of the property in a manner that is consistent with the property's use as of the Closing or, in the case of a property owned by a third party, is not agreed to by such third party. (e) The parties hereby acknowledge that the Company or the Sold Subsidiaries have been identified by the U.S. Environmental Protection Agency as a potentially responsible party pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§ 9601 to 9675 ("CERCLA") for releases and threatened releases of hazardous substances at and from the Omega Superfund Site. As provided in Section 9.02(a)(iv), any Omega Site Liability shall constitute a Loss subject to the indemnification procedures and limitations set forth in this AgreementArticle 9; provided, however, as follows: (i) H&H Group shall retain control and responsibility for all aspects of actual or potential Omega Site Liability and all matters related to the Omega Superfund Site as related to Seller, the Company or the Sold Subsidiaries and that Buyer shall refrain from any action regarding actual or potential Omega Site Liability or the Omega Superfund Site except as expressly provided herein; provided, that H&H Group shall direct its outside counsel retained in respect of the Omega Site Liability (such counsel, "H&H Group's Omega Counsel") to provide to a representative of Buyer (which representative shall be designated in writing by Buyer to H&H Group and may be changed upon five (5) Business Days' written notice by Buyer to H&H Group) copies of all correspondence delivered to H&H Group by H&H Group's Omega Counsel (such correspondence, the "Omega Correspondence"); provided, however, that, with respect to the Omega Correspondence, Buyer shall comply with the terms and conditions set forth on Schedule 9.02(e). Seller shall have the unqualified right, in its sole discretion, to: (A) Contest, defend, settle, compromise, enter into agreements, or otherwise address any actual or potential Omega Site Liability; provided, that H&H Group may not, without the consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed), enter into any such settlement that involves more than monetary relief and which affects the operation of the Businesses; (B) Participate in any way in any group of potentially responsible parties to address in any way actual or potential Omega Site Liability or the Omega Superfund Site; (C) Commence, respond to, or participate in any way in any legal proceeding, including civil or criminal litigation in local, state, or federal courts, administrative proceedings, or other proceedings, related to actual or potential Omega Site Liability or the Omega Superfund Site; (D) Communicate with third parties, including any Governmental Body or potentially responsible parties, regarding actual or potential Omega Site Liability or the Omega Superfund Site; (E) Investigate, assess, remediate, cleanup, or otherwise address or respond to any issue related to the Omega Superfund Site; and (F) Take any other actions related to actual or potential Omega Site Liability or the Omega Superfund Site. (f) Buyer shall promptly notify H&H Group of any and all claims, demands, notices, or other communications from any Governmental Body regarding actual or potential Omega Site Liability or the Omega Superfund Site following receipt thereof and shall provide H&H Group with any and all documentation or other information or materials received by Buyer related to such claims, demands, notices or other communications as promptly as reasonably practicable.

Indemnification of Buyer. (a) From and after Notwithstanding any investigation by Buyer or the Closing (but subject to Buyer Representatives, the terms and conditions of Article IX and Exhibit C of this Agreement), Seller Stockholders will indemnify, defend indemnify and hold harmless Buyer and any of Buyer, its Affiliates, the Company and any Subsidiary subsidiaries and their respective officersaffiliates, directors, officers, employees or and agents (collectively, the “"Buyer Indemnitees”Indemnified Parties") harmless from and against, and will pay to Buyer Indemnitees the amount of, any and all Liabilities, obligations, claims, contingencies, damages, costs and expenses, including all court costs and reasonable attorneys' fees (collectively, "Losses"), whether that any Buyer Indemnified Party may suffer or not involving incur as a Third-Party Claim, arising out result of or resulting from, or in connection withrelating to: (ia) any the breach of any representation or warranty made by Seller the Company or the Stockholders in this Agreement or pursuant hereto or any allegation by a third party that, if true, would constitute such a breach; or (b) the breach of any covenant or agreement of the Company or the Stockholders under this Agreement or any allegation by a third party that, if true, would constitute such a breach; in each case regardless of whether the Buyer was aware of such breach at the Effective Time, provided that, except with respect to the breach or the alleged breach of the representations and warranties set forth in Sections 3.03 and 3.06, for which the limitation contained in Article III or Article IV; (ii) below shall not apply, (i) the Buyer Indemnified Parties will not be entitled to indemnification under paragraph (a) of this Section 7.01 unless the aggregate amount of all Losses for which indemnification is sought by the Buyer Indemnified Parties pursuant to such paragraph exceeds $50,000, in which case the Buyer Indemnified Parties will be entitled to indemnification for the full amount of all such Losses; and (ii) the failure Buyer Indemnified Parties will not be entitled to pay indemnification under paragraph (a) of this Section 7.01 in an aggregate amount exceeding the Purchase Price. Notwithstanding the foregoing, with respect to any Taxes pursuant to Section 7.03(a), Section 7.03(e), or Section 7.03(ievent described in (a) (above that is caused by the “Tax Payment Covenants”); (iii) any failure issuance of Seller to perform any of its covenants or agreements contained in this Agreement requiring performance by Seller a patent after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with date of Closing, the Company and the Stockholders shall only have liability under this Section 7.01 (i) if such patent is issued on or prior to the first anniversary of the Closing or Seller or any and (ii) up to a maximum amount of Seller’s Affiliates in connection with $5,000,000. Any claim for indemnification under this Section 7.01 will first be satisfied through the transactions contemplated by this Agreement; return to Buyer of the Pledged Shares (vdefined below) any Seller Transaction Expenses or Indebtedness having a value (as determined pursuant to the extent not included in Pledge Agreement) equal to the calculation amount of the Purchase Price; or (vi) the matters described on Part C of Exhibit C. (b) Other than as contemplated by Section 9.04(e), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this Agreementsuch claim.

Indemnification of Buyer. (a) From and after the Closing (but and subject to the terms and conditions of Article IX and Exhibit C of this Agreement)limitations contained herein, Seller will shall indemnify, defend defend, hold harmless, pay and hold harmless reimburse Buyer and any of its Affiliates, the Company and any Subsidiary and their respective officers, directors, employees or agents employees, stockholders, Affiliates, successors and assigns (collectively, the “Buyer Indemnitees”) ), from and against, and will pay to Buyer Indemnitees the amount of, against any and all Losses, whether or not involving a Third-Party ClaimLosses based upon, arising out of or resulting fromcaused by any (a) inaccuracy in any of the representations and warranties made by Seller in any Transaction Document, (b) breach or nonperformance of any of the covenants made by Seller in any Transaction Document, (c) Retained Liability, (d) Liability (including any such Liability related to Taxes or environmental matters) imposed upon Buyer by reason of its status as transferee of, or successor to, the Business or the Acquired Assets (including any Liability imposed upon Buyer as a result of non-compliance by either party hereto with any Tax clearance certificate requirement under applicable state Tax Law) or (e) the failure of Buyer and Seller, in connection with the sale of the Acquired Assets by Seller to Buyer pursuant to this Agreement, to comply with: , and obtain for Buyer the benefits afforded by compliance with, any applicable bulk transfers Laws. For purposes of determining (x) whether there has been a breach requiring Seller to indemnify as provided in this Section 8.1 and (y) the Losses based upon, arising out of or caused by such breach, (i) any breach of any each representation or and warranty made by Seller is made without any qualifications or the Company contained in Article III limitations as to materiality (including any qualifications or Article IV; limitations made by reference to a Material Adverse Effect) and (ii) without limiting the failure to pay any Taxes pursuant to Section 7.03(a)foregoing, Section 7.03(e), or Section 7.03(i) (the words “Tax Payment Covenants”); (iii) any failure material” and “Material Adverse Effect” and words of Seller to perform any of its covenants or agreements contained in this Agreement requiring performance by Seller after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by import shall be deemed deleted from any such Person with the Company prior to the Closing or Seller or any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement; (v) any Seller Transaction Expenses or Indebtedness to the extent not included in the calculation of the Purchase Price; or (vi) the matters described on Part C of Exhibit C. (b) Other than as contemplated by Section 9.04(e), Seller will not have, representation and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this Agreementwarranty.

Indemnification of Buyer. (a) From Subject to Sections 9.2, 9.5 and after the Closing (but subject to the terms 9.6, each Seller shall, severally and conditions of Article IX and Exhibit C of this Agreement)not jointly, Seller will indemnify, defend and hold harmless indemnify Buyer and any of its Affiliates, the Company and any Subsidiary and their respective officers, directors, employees or and agents (collectively, the “Buyer Indemnitees”) from ), against and against, and will pay to hold the Buyer Indemnitees the amount of, harmless from: (a) any and all Losses, whether or not involving a Third-Party ClaimLosses based upon, arising out of or resulting from, or in connection with: (i) caused by any breach of any representation or warranty made by such Seller or the Company contained in Article III or Article IV3; (ii) the failure to pay any Taxes pursuant to Section 7.03(a), Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); (iii) any failure of Seller to perform any of its covenants or agreements contained in this Agreement requiring performance by Seller after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior to the Closing or Seller or any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement; (v) any Seller Transaction Expenses or Indebtedness to the extent not included in the calculation of the Purchase Price; or (vi) the matters described on Part C of Exhibit C. (b) Other any Losses based upon Taxes attributable to the Pre-Closing Periods or any liability to Bxxxx Gxxxxxx Lxxx & Company Securities, Inc. which is not paid at Closing ; (c) such Seller’s Prorata Share of any Losses based upon, arising out of or caused by any breach of any representation or warranty contained in Article 4; and (d) such Seller’s Prorata Share of any Losses based upon, arising out of or caused by any breach or nonperformance of any covenant or agreement to be performed by Sellers or Sellers’ Representative herein. Each Seller is responsible for only those representations and warranties made by that Seller in Article 3. No Seller shall be obligated to indemnify Buyer Indemnitees for Losses based upon, arising out of or caused by, any breach of any representation or warranty made by any other Seller in Article 3. No Seller shall be liable for the indemnification obligations of another Seller. Sellers do not make and shall not be deemed to have made, nor is Buyer relying upon, any representation, warranty or covenant other than as contemplated by those representations, warranties and covenants that are expressly set forth in this Agreement. A Buyer Indemnitee may seek indemnification under any applicable provision of Section 9.04(e9.1. If a Buyer Indemnitee’s claim arises under both (i) Section 9.1(a) or Section 9.1(c) and (ii) Section 9.1(b), Seller will not have, and Seller will not assert or exercise (or attempt then only the limitations set forth in Section 9.2 that are applicable to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, claims under Section 9.1(b) shall apply in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this Agreementdetermining Buyer’s indemnification.

Indemnification of Buyer. (a) From and after the Closing (but subject Subject to the terms and conditions of this Article IX and Exhibit C of this Agreement)IX, Seller will indemnify, defend and hold harmless Buyer and any of its Affiliates, the Company and any Subsidiary and their respective members, managers, officers, directorsemployees, employees or agents agents, successors and assigns (collectivelyfor purposes of the Article IX, the “Buyer IndemniteesIndemnified Parties”) from shall be indemnified and againstheld harmless by the Seller and Parent, jointly and will pay to Buyer Indemnitees severally, for the amount of, of any and all Lossesobligations, losses, causes of action, damages, claims, costs and expenses, interest, awards, deficiencies, liabilities, charges, judgments and penalties (including reasonable attorneys’ and consultants’ fees and expenses) actually suffered or incurred by them (whether or not involving incurred or suffered in a Third-Party Claim, legal action brought or otherwise initiated by Buyer or its Affiliates) (hereinafter a “Buyer Loss”) arising out of or resulting from, or in connection with: (i) any breach of any a representation or warranty made by Seller or the Company contained Parent in Article III this Agreement or Article IVin any other Transaction Document; (ii) the failure to pay breach by Seller or Parent of any Taxes pursuant to Section 7.03(a), Section 7.03(e), covenant or Section 7.03(i) (agreement on the “Tax Payment Covenants”);part of the Seller or Parent contained herein or in any other Transaction Document; and (iii) any failure damages, claims, losses, charges, actions, suits, proceedings, deficiencies, taxes, interest, penalties, causes of action, choses in action, rights of recovery with respect to any of the foregoing and reasonable costs and expenses (including reasonable attorneys’ fees and expenses) arising out of or relating to the Liabilities of Seller that are not Assumed Liabilities, including, without limitation, liabilities related to perform any the repayment of its covenants or agreements contained in this Agreement requiring performance commissions received by Seller after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior to the Closing or Seller or any of and environmental, regulatory and products liability claims and losses and other liabilities related thereto. To the extent that the Seller’s Affiliates and Parent’s undertakings set forth in connection with this Section 9.2(a) may be unenforceable, each of Seller and Parent shall jointly and severally contribute the transactions contemplated by this Agreement; (v) any Seller Transaction Expenses or Indebtedness maximum amount that it is permitted to contribute under applicable Law to the extent not included payment and satisfaction of all Buyer Losses. Seller’s and Parent’s maximum obligation to indemnify and hold the Buyer Indemnified Parties harmless from and against Buyer Losses shall be (A) unlimited with respect to fraud or breaches of Sections 3.1, 3.2, 3.4, 3.5 (except for the last sentence thereof), 3.6 and 3.11 (the “Specified Representations”); (B) with respect to breaches of Sections 3.7 and 3.25, limited to and shall not, in the calculation aggregate, taken together with any other Buyer Losses, exceed the Purchase Price, and (C) for all other matters, limited to and shall not, in the aggregate, taken together with any other Buyer Losses, exceed 50% of the Purchase Price; or (vi) the matters described on Part C of Exhibit C. (b) Other than as contemplated by Section 9.04(e), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this Agreement.

Indemnification of Buyer. (a) From Subject to Sections 9.2 and after the Closing (but subject to the terms 9.4, each Seller shall, severally and conditions of Article IX and Exhibit C of this Agreement)not jointly, Seller will indemnify, defend and hold harmless Buyer and any of Buyer, its Affiliates, the Company and any Subsidiary and their respective officers, directors, employees or owners, employees, agents and representatives against and in respect of the following, regardless of any investigation performed by Buyer: (a) any claim, demand, obligation, liability, loss, damage, cost and expense, including reasonable attorneys' fees (collectively, the “Buyer Indemnitees”) "Losses"), resulting from and against, and will pay to Buyer Indemnitees the amount of, any and all Losses, whether or not involving a Third-Party Claim, arising out of any inaccuracy in or resulting from, breach of any of the representations and warranties made by such Seller in Article 3 or by Sellers in connection with:Article 4; and (ib) any Losses resulting from or arising out of any Claim that may be asserted against an Acquired Company in respect of any failure by an Acquired Company to timely file any annual return/report (Form 5500 series) that is required by ERISA or the Code to have been filed prior to the Closing with respect to any Plan, notwithstanding any disclosure to Buyer hereunder; and (c) any Losses resulting from or arising out of any Claim that may be asserted against an Acquired Company by SealMaster Industries, Inc. for infringement by an Acquired Company of United States Patent No. 5,392,574 or No. 5,660,010, notwithstanding any disclosure to Buyer hereunder; and (d) any Losses resulting from or arising out of any Claim that may be asserted against an Acquired Company for breach of its obligations under the Buncombe Agreement, notwithstanding any disclosure to Buyer hereunder; and (e) any Losses resulting from or arising out of any breach or nonperformance of any covenant or obligation made or incurred by Sellers herein. Each Seller is responsible for only those representations and warranties made by each Seller in Article 3, and no Seller shall be obligated to indemnify Buyer for Losses resulting from or arising out of any inaccuracy in or breach of any representation or warranty made by any other Seller in Article 3. Sellers do not make and shall not be deemed to have made, nor is Buyer relying upon, any representation, warranty or covenant other than those representations, warranties and covenants which are expressly set forth in this Agreement. Buyer's sole and exclusive remedy for any breach of any representation or warranty of Sellers herein shall be to receive indemnification in accordance with this Article 9 and pursuant to the Escrow Agreement, except in cases of intentional fraud. Notwithstanding that the indemnification obligations of Sellers hereunder are several and not joint, and notwithstanding that a Seller shall not be obligated to indemnify Buyer with respect to any breach of any representation or warranty made by any other Seller or the Company contained in Article III or Article IV; 3, Buyer shall be entitled to make claims for indemnification against the Escrow Fund (ii) the failure to pay any Taxes pursuant to Section 7.03(a), Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); (iii) any failure of Seller to perform any of its covenants or agreements contained in this Agreement requiring performance by Seller after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior to the Closing or Seller or any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement; (v) any Seller Transaction Expenses or Indebtedness to the extent not included as defined in the calculation of the Purchase Price; or (viEscrow Agreement) the matters described on Part C of Exhibit C. (b) Other than as contemplated by Section 9.04(e), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any receive indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account Fund as though the obligations of Sellers under or in connection with this AgreementArticle 9 were joint and several.

Indemnification of Buyer. (a) From and after the Closing (but subject Subject to the terms limitations contained in this Section 10, Sellers, jointly and conditions of Article IX and Exhibit C of this Agreement)severally, Seller will agree to indemnify, defend and hold harmless Buyer and any of its Affiliates, (including, for the Company and any Subsidiary and their respective avoidance of doubt, ATPG) directors, officers, directorsemployees, employees or agents agents, advisors, representatives, successors and assigns (collectivelyeach, the “Buyer Indemnitees”a "BUYER INDEMNIFIED PARTY") from and against, and will pay to Buyer Indemnitees the amount of, against any and all Losseslosses, liabilities, and damages (including punitive or exemplary damages and fines or penalties and any interest thereon), demands, claims, actions, obligations, deficiencies, costs and expenses (including reasonable fees and disbursements of counsel) (hereinafter individually, a "LOSS" and collectively, "LOSSES"), whether or not involving a Thirdarising from third-party claims, incurred by any such Buyer Indemnified Party Claimwhich arise out of, arising out of or resulting result from, or in connection with: (i) any breach of any representation representation, warranty, covenant or warranty made by Seller or the Company contained in Article III or Article IV; (ii) the failure to pay any Taxes pursuant to Section 7.03(a), Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); (iii) any failure agreement of Seller to perform any of its covenants or agreements Sellers contained in this Agreement requiring performance or in the officer's certificates delivered by Seller after Sellers pursuant to Section 8.1(g), in each case, without taking into account any qualification as to materiality or Material Adverse Effect or like qualification contained in any such representation, warranty, covenant or agreement, (ii) any Excluded Liability, (iii) the ownership of the Assets or the operation of the Business on or prior to the Closing (Date, other than the Tax Payment Covenant); Assumed Liabilities and the ATPG Assumed Liabilities, (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person failure to comply with the Company prior to the Closing or Seller or requirements of any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement; applicable bulk sales law, (v) any Seller Transaction Expenses liabilities or Indebtedness obligations of any nature, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due, relating to or in connection with ATPG prior to the extent not included Closing, other than with respect to the ATPG Assumed Liabilities and the matters set forth in the calculation Section 2.9 of the Purchase Price; or this Agreement, or (vi) the matters described on Part C any and all Taxes of Exhibit C.any Seller or of any Affiliate thereof. (b) Other No indemnification pursuant to Section 10.2(a)(i) of this Agreement (other than as contemplated by Section 9.04(e), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation breach of Section 5.18) shall be required with respect to which Seller may become subject or which may be payable out any individual item of Loss, unless such item exceeds $5,000 and unless the aggregate of all Losses of the Indemnification Escrow Account under or Buyer Indemnified Parties with respect to Section 10.2(a)(i) of this Agreement (other than in connection with this Agreement.any breach of Section 5.18) shall exceed 48 58

Indemnification of Buyer. (a) From and after the Closing (but subject Subject to the terms limitations and conditions of Article IX other provisions set forth in Sections 9.04 and Exhibit C of this 9.06, Seller and Kibbutz (without derogating from its undertakings under the Kibbutz Services Agreement), Seller will jointly and severally, shall indemnify, defend and hold harmless Buyer and any each of its Affiliatessubsidiaries, the Company and any Subsidiary and their respective officers, directors, employees or agents employees, and shareholders (collectively, the “Buyer each an "Indemnitee" and collectively "Indemnitees”") from and against, against and will pay to Buyer Indemnitees the amount of, in respect of any and all Lossesdemands, claims, actions or causes of action, assessments, losses, damages, liabilities, interest and penalties, costs and expenses (including, without limitation, reasonable legal fees and disbursements incurred in connection therewith and in seeking indemnification therefore, and any amounts or expenses required to be paid or incurred in connection with any action, suit, proceeding, claim, appeal, demand, assessment or judgment), whether or not involving a Thirdthird-Party Claimparty claim, arising out (collectively "Indemnifiable Losses") resulting from or incurred by any Indemnitee with respect to any of or resulting from, or in connection withthe following: (ia) any breach of any representation or warranty made by of Seller contained in this Agreement, the Disclosure Schedule, or the Company contained officers' certificate in Article III or Article IVthe form of Exhibit B, as of the date of this Agreement and as of the Closing Date; (ii) the failure to pay any Taxes pursuant to Section 7.03(a), Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); (iiib) any failure breach of any covenant or obligation of Seller to perform any of its covenants or agreements contained in this Agreement requiring performance by Seller after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior to the Closing or Seller or any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement; (vc) any failure by Seller Transaction Expenses to satisfy, perform, pay, discharge or Indebtedness to the extent resolve any liabilities and obligations of, or claims against, Seller not included in within the calculation of the Purchase Price; orAssumed Liabilities (whether or not disclosed to Seller); (vid) any liability (other than the matters described on Part C of Exhibit C. (bAssumed Liabilities) Other than as contemplated by Section 9.04(e), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against which the Company Buyer or any of its Subsidiaries, in connection with any indemnification obligation to which Seller the other Indemnitees may become subject and that arises directly or indirectly from or relates directly or indirectly to Retained Assets or Retained Liabilities; and (e) any employee claims directly or indirectly resulting or arising from employment or termination of employment by Seller, or the period of employment of an individual by Seller, or from the transaction hereunder or the Closing (except employee claims which may be payable out of the Indemnification Escrow Account under or in connection with this Agreementconstitute Assumed Liabilities hereunder).

Indemnification of Buyer. (a) From and after the Closing (but subject Seller agrees to the terms and conditions of Article IX and Exhibit C of this Agreement), Seller will indemnify, defend and hold harmless Buyer and any of its Affiliates, the Company and any Subsidiary and their respective stockholders, members, partners, officers, directors, employees or agents employees, agents, representatives, successors and permitted assigns (collectively, the “"Buyer Indemnitees”") and save and hold each of them harmless from and against, and will pay to Buyer Indemnitees the amount of, against any and all claim, loss, Liability, damage and expense, including reasonable attorney's fees (each a "Loss" and collectively, "Losses"), whether suffered or not involving a Third-Party Claimincurred by any such Buyer Indemnitee based upon, arising out of or resulting from, or otherwise in connection withrespect of: (i) any breach of any representation or warranty made by Seller or the Company contained in under Article III or Article IVIV of this Agreement; (ii) the failure to pay any Taxes pursuant to Section 7.03(a), Section 7.03(e), breach of any covenant or Section 7.03(i) (the “Tax Payment Covenants”)agreement of Seller contained in this Agreement; (iii) any failure of Seller to perform any of its covenants or agreements contained in this Agreement requiring performance payments made by Seller after or any Seller Subsidiary and any Losses related to, or arising out of, HA-LO Europe's supply of volleyballs to Unilever, including any payments made by Buyer (or any Affiliate of Buyer) in settlement of claims related thereto, but only to the Closing (other than the Tax Payment Covenant)extent that such payments or Losses exceed $50,000; (iv) any claim by any Person for brokerage Losses related to, or finder’s fees or commissions or similar payments based upon any agreement arising out of, the claims made by Halo Management, LLC with respect to Buyer's use of any such Person with unregistered or registered trademark, service xxxx, trade dress, trade name, logo or corporate name incorporating the Company prior to the Closing or Seller or any of Seller’s Affiliates in connection with the transactions contemplated by this Agreementword HALO; (v) any Seller Transaction Expenses or Indebtedness to the extent not included in the calculation of the Purchase Price; orUnassumed Liability; (vi) any Excluded Environmental Liability (whether or not technically constituting a liability of the matters described Seller); and (vii) any liability for transfer taxes arising out of the transactions contemplated by Buyer's acquisition of the share capital of HMK International, HA-LO Belgium NV and HA-LO Marketing Ltd. (UK) and the other assets of Seller; provided, that Seller shall not have any liability under clause (i) above (other than with respect to the representations and warranties contained in Section 4.6(a) (Title to Assets), Section 4.16 (Cure Amounts), Section 4.18 (Brokers) and the last sentence of Section 4.23 (Insurance)) unless the aggregate of all Losses relating thereto for which Seller would, but for this proviso, be liable exceeds an amount equal to $190,000 (the "Deductible"), in which case Seller shall indemnify Buyer for Losses in excess of the Deductible; provided further that the Seller will not be liable for the first $150,000 of Losses resulting from the breach of the last sentence of Section 4.23 (Insurance); provided further, Seller's aggregate liability under clause (i) above (other than with respect to the representations and warranties contained in Section 4.1 (Organization and Authorization), Section 4.6(a) (Title to Assets), Section 4.13 (Tax), Section 4.16 (Cure Amounts) and Section 4.18 (Brokers)) and clause (iii) above shall in no event exceed $1,900,000, except for claims for fraud which shall not have any limitation on Part C liability; provided further, Seller's aggregate liability under clause (iv) above shall in no event exceed $50,000. The parties agree that for purposes of Exhibit C.indemnification only and not for any other purpose hereunder, Seller shall not have any indemnification obligation to Buyer as a result of the omission of the potential resignation of Xxxxxxxx Xxxxx and the effects thereof from the Schedules. (b) Other than as contemplated by For purposes of Section 9.04(e2.8 and this Section 11.1 only, in the case of any Loss that relates to recurring income or a recurring expense(s), Seller will not have, and Seller will not assert or exercise "Losses" shall be calculated by multiplying the amount of such Loss by a factor of 3.5. (or attempt c) Any indemnification pursuant to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity this Section 11.1 shall be effected solely by offset against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this AgreementTerm Note.

Indemnification of Buyer. (a) From and after the Closing (but subject Subject to the terms and conditions of Article IX and Exhibit C provisions of this AgreementArticle 8, Sellers shall, jointly and severally, in accordance with Section 8.14, indemnify, defend, save and keep Buyer and its respective Affiliates (including the Acquired Companies after they are acquired), Seller will indemnify, defend and hold harmless Buyer and any of its Affiliates, the Company and any Subsidiary and their respective members, managers, officers, directors, employees or agents successors and assigns (collectively, the “Buyer Indemnitees”), harmless against and from all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages, deficiencies, lost profits, diminution in value, consequential damages and expenses, including without limitation, reasonable attorneys’ fees, court costs and other fees, disbursements and expenses, whether payable in cash, property or otherwise (collectively, “Damages”) from and againstsustained or incurred by any of the Buyer Indemnitees to the extent they are a result of, and will pay arise out of or are by virtue of: (a) any breach of, or inaccuracy in, any representation or warranty, of Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer Indemnitees pursuant hereto or in any closing document delivered by Acquired Companies or Sellers to Buyer in connection herewith other than the amount ofAncillary Agreements which shall stand on their own, (b) any and all Lossesbreach or non-fulfillment of any covenant on the part of the Acquired Companies or Sellers, whether set forth in this Agreement or not involving a Third-Party Claimany exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (c) any Environmental Actions relating to, arising out of or resulting from, or in connection with: from (i) any breach the Environmental Conditions of any representation Facility owned currently or warranty made in the past in whole or in part by Seller any Sellers or Acquired Companies arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred prior to, the Company contained in Article III or Article IV; Closing Date, (ii) any Environmental Conditions known to Sellers or the failure to pay Acquired Companies at the time of the Closing for any Taxes pursuant to Section 7.03(a), Section 7.03(e)Facility which is or was leased by the Acquired Companies from an independent third party, or Section 7.03(i) (the “Tax Payment Covenants”); (iii) any failure act or omission of Seller to perform any of its covenants the Acquired Companies on or agreements contained in this Agreement requiring performance by Seller after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior to the Closing Date; or Seller (d) any matter set forth on Schedule 8.2. Such obligations apply regardless of the presence of a Third-Party Claim. For purposes of determining the amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty or covenant has occurred), each of the representations, warranties and covenants made by any Party in this Agreement, or in any certificate or other instrument delivered pursuant hereto, shall be deemed to have been made without the inclusion of Seller’s Affiliates in connection limitations or qualifications as to materiality such as the word “material,” if with the transactions contemplated by this Agreement; (v) any Seller Transaction Expenses inclusion of such limitation or Indebtedness to qualification the extent not included in the calculation of the Purchase Price; or (vi) the matters described on Part C of Exhibit C. (b) Other than as contemplated by Section 9.04(e)representation, Seller will not have, and Seller will not assert warranty or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this Agreementcovenant was breached.

Indemnification of Buyer. (a) From Seller shall indemnify and after the Closing (but subject hold Buyer, its parents and subsidiaries and their successors and assigns and each of their officers and directors harmless from and against all Damages, suffered on account of claims, demands, suits, causes of action, proceedings, judgments and liabilities to the extent that such Damages were proximately caused by any breach by Seller of its warranties, representations, covenants, or agreements hereunder, except to the extent that such Damages are the result of the negligence of, or the failure to comply with the terms and conditions of Article IX and Exhibit C of this Agreement)Agreement by, Seller will indemnifyXxxxx, defend its parents and hold harmless Buyer subsidiaries and their successors and assigns and any of its Affiliates, their officers and directors. It is understood that the Company and any Subsidiary and their respective officers, directors, employees or agents (collectively, the “Buyer Indemnitees”remedies provided for in this Section 14.2(a) from and against, and will pay shall be in addition to Buyer Indemnitees the amount of, any and all Lossesother rights and remedies available at law, whether in equity or not involving a Third-Party Claim, arising out of or resulting from, or in connection with: (i) any breach of any representation or warranty made by Seller or the Company contained in Article III or Article IV; (ii) the failure to pay any Taxes pursuant to Section 7.03(a), Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); (iii) any failure of Seller to perform any of its covenants or agreements contained in this Agreement requiring performance by Seller after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior to the Closing or Seller or any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement; (v) any Seller Transaction Expenses or Indebtedness to the extent not included in the calculation of the Purchase Price; or (vi) the matters described on Part C of Exhibit C.otherwise. (b) Other than as contemplated by Without limiting or duplicating the provisions of Section 9.04(e)14.2(a) hereof, Seller will shall indemnify and hold harmless Buyer, its parents and subsidiaries and their successors and assigns and each of their officers and directors from and against all Damages, assessed, incurred or sustained by or against such entity or individual under any statute, governmental regulation or ordinance or common law theory, including any liability under Superfund, RCRA, similar state laws or other Applicable Laws, to the extent that such Damages arise out of environmental protection, pollution control or sanitation aspects of (i) the taking, transportation or disposal of Waste by Seller or its employees, contractors or agents, or (ii) any breach by Seller of its warranties, representations, covenants or agreements hereunder; except that Seller shall not havebe obligated to indemnify Buyer hereunder (a) to the extent that such Damages were caused by the negligence of, and Seller will not assert violation of law by, or exercise (the failure to comply with the terms of this Agreement by Buyer or attempt to exercise its successors or assert)assigns, any right of contribution, reimbursement, subrogation parents or indemnity against the Company subsidiaries or any of its Subsidiariestheir employees, contractors (other than Seller), agents or representatives; (b) to the extent that such Damages exceed the amount of damages for which Buyer and Seller are jointly liable, in connection with any indemnification obligation those instances in which Buyer and Seller are determined under Applicable Laws to which Seller may become subject be jointly liable; or which may be payable out (c) to the extent that such Damages were caused by changes in Applicable Laws after the time of such taking, transportation and disposal of the Indemnification Escrow Account under or in connection with this AgreementWaste.

Indemnification of Buyer. (a) From Pursuant to this Agreement and subject to the limitations contained in this Article 5, from and after the Closing (but subject to consummation of the terms and conditions of Article IX and Exhibit C of this Agreement)Closing, Seller will indemnify, defend and hold harmless Buyer and any of its AffiliatesAffiliates (including, from and after the Closing, the Company Company) and any Subsidiary and their respective officersthe members or equity holders, directors, employees or officers, partners, employees, successors, assigns, representatives and agents of each of them in their capacities as such (collectively, the “Buyer IndemniteesIndemnified Persons”) ), shall be indemnified and held harmless by Bxxxx Shoe from and against, and will pay to Bxxxx Shoe shall thereby waive any claim for contribution or indemnity from any of the Buyer Indemnitees the amount ofIndemnified Persons with respect to, any and all claims, losses, Taxes, judgments, orders, damages, liabilities, expenses or costs, including those incurred as a result of the receipt of any payment under this Section 5.2 (“Losses”), minus (i) (a) the amount actually recovered by the Indemnified Party with respect to such Loss under any insurance policies maintained by the Company, net of reasonable expenses incurred by the Indemnified Party in obtaining such recovery and the net present value of any increase in premiums the Indemnified Party incurs as a result of such recovery minus (b) the amount of any Tax benefit that is actually realized as a result of all or part of such Losses, whether when and as actually realized, plus (ii) reasonable attorneys’ fees and expenses incurred or not involving accrued in connection with Losses and/or enforcement of this Agreement and interest on the amount of such Losses at the Prime Rate, as it appears in the Wall Street Journal, from the date that such Losses were incurred until the day immediately prior to the date of payment to the Indemnified Party, determined based on a Third360-Party Claimday year (such net amount, “Indemnified Losses”) incurred by or sustained by, or imposed upon, any of them resulting from or arising out of or resulting from, or in connection withof: (i) any breach as of the date of this Agreement of any representation or warranty made by Seller or the Company contained in Article III 2 of this Agreement (other than Section 2.7 of this Agreement) or Article IVany other Ancillary Agreement; (ii) the failure to pay any Taxes pursuant to Section 7.03(a)nonfulfillment, Section 7.03(e)nonperformance, nonobservance or other breach or violation, or default in performance by Seller or Bxxxx Shoe of, any covenant or agreement contained in this Agreement (other than Section 7.03(i4.3 of this Agreement) (the “Tax Payment Covenants”)or any other Ancillary Agreement; (iii) the Excluded Businesses, the Excluded Assets or the Excluded Liabilities (including, without limitation, with respect to any failure breach referred to in Section 5.2(a)(i) that results from or arises out of Seller to perform any of its covenants the Excluded Businesses, the Excluded Assets or agreements contained in this Agreement requiring performance by Seller after the Closing (other than the Tax Payment CovenantExcluded Liabilities); (iv) any claim by any Person for brokerage of the matters described in (A) item 1 of Schedule 2.10(c)-2 of the Disclosure Schedules or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with (B) item 6 of Schedule 2.12-1 of the Company prior to Disclosure Schedules (collectively, the Closing or Seller or any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement;“Identified Claims”); or (v) any Seller Transaction Expenses breach of or Indebtedness to the extent not included inaccuracy in the calculation representation and warranty set forth in Section 9.8 or Section 9.9 of the Inventory Purchase Price; or (vi) the matters described on Part C of Exhibit C.Agreement. (b) Other than To the extent any Tax benefit relating to a Loss is not realized until after any Buyer Indemnified Person receives indemnification payments pursuant to this Article 5, such Buyer Indemnified Person shall pay over to Bxxxx Shoe an amount equal to any such Tax benefit at such time or times as contemplated such benefit is actually realized. If such payment is not paid by Section 9.04(e)such Buyer Indemnified Person to Bxxxx Shoe within thirty (30) days of such time when such benefit is actually realized, Seller will not havesuch payment shall include interest on such amount at the Prime Rate, as it appears in the Wall Street Journal, from the date that such amount was actually realized until the day immediately prior to the date of payment to Bxxxx Shoe, determined based on a 360-day year. (c) A Buyer Indemnified Person shall have no obligation to first submit or to collect upon any applicable insurance coverage as a precondition to making a claim for indemnification hereunder or obtaining indemnification for Indemnified Losses therefor, and Seller will the Parties hereto agree, without limiting any other rights any Buyer Indemnified Person may have against Bxxxx Shoe, not assert or exercise (or attempt to exercise or assert), delay in any right of contribution, reimbursement, subrogation or indemnity against manner the Company payment to Buyer or any Buyer Indemnified Person of its Subsidiaries, in connection with such indemnification based on Buyer’s failure to submit or to collect upon any applicable insurance coverage. To the extent that any insurance payment is actually recovered by a Buyer Indemnified Person after the related indemnification obligation payment has been made pursuant to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this Agreement, such Buyer Indemnified Person will pay over to Bxxxx Shoe the amounts of such insurance payments promptly after they are actually recovered. If such payment is not paid by a Buyer Indemnified Person to Bxxxx Shoe within thirty (30) days of such time when such insurance payment is actually recovered, such payment shall include interest on such amount at the Prime Rate, as it appears in the Wall Street Journal, from the date that such amount was actually recovered until the day immediately prior to the date of payment to Bxxxx Shoe, determined based on a 360-day year. (d) For all Tax purposes, all indemnification payments under this Article 5 shall be treated by the Parties as adjustments to the Final Purchase Price to the extent permitted by applicable Law.

Indemnification of Buyer. (a) From Except as otherwise provided in this Article VIII, from and after the Closing Lancewood and Onyx (but subject the "Seller Indemnitors") jointly and severally agree to the terms and conditions of Article IX and Exhibit C of this Agreement)shall defend, Seller will indemnify, defend indemnify and hold harmless Buyer and any of its Affiliates, the Company and any Subsidiary and their respective equityholders, partners, officers, directors, employees or agents employees, agents, consultants and representatives (collectively, and their respective successors and assigns) and the “Company (the "Buyer Indemnitees”) "), from and against, and will pay to shall reimburse the Buyer Indemnitees the amount offor, any and all actions, proceedings, assessments, penalties, demands, damages, losses, liabilities, suits, costs, expenses (including reasonable attorneys' fees), costs of any settlement or judgment, claims of any and every kind whatsoever, refund obligations (including interest and penalties thereon), and remediation costs (individually, a "Loss" and collectively, "Losses"), whether paid, incurred or not involving a Third-Party Claimsuffered by the Buyer Indemnitees, relating to, resulting from or arising out of any of the following: (a) any inaccuracy in any representation or resulting fromwarranty of any Seller or Onyx under this Agreement, the schedules hereto, or any certificate, agreement or other document delivered or to be delivered by the Company or any Seller or Onyx under this Agreement; (b) any breach or nonfulfillment of any covenant, agreement or other obligation of the Company or any Seller or Onyx under this Agreement, or any other agreement or document delivered or to be delivered by the Company or any Seller or Onyx under this Agreement; (c) any liability to Wickland Oil Company with respect to any earnout payment xxxxx xx Wickland Oil Company by the Company; (d) any liability to the Cxxxxxx'x senior bank lenders in connection with the Company's senior credit facilities as of the Closing Date; (e) any liability or obligation of the Company (whether direct or as a result of assumption, indemnity, reimbursement, guarantee or otherwise, but excluding Environmental Liabilities that are covered by clauses (f) and (g) below) that is based on, arises out of or in connection with:, relates to or is attributable to any act, event, omission, agreement, occurrence or condition that occurs or exists at or prior to the Closing and that is not specifically disclosed in this Agreement, the Schedules hereto or the Financial Statements; (f) any Fines and Penalties assessed to or paid or payable by the Company or assessed against its assets or business (whether directly or as a result of assumption, indemnity, reimbursement, guarantee or otherwise) that are based on, arise out of or in connection with, relate to or are attributable to (i) any violation or alleged violation of any Environmental Law or Environmental Permit that is based on, arises out of or in connection with, relates to or is attributable to any act, omission, event, occurrence, release, condition, circumstance, activity, practice or incident that occurs or exists at or prior to Closing or (ii) any generation, transportation, use, treatment, storage, release or disposal of Hazardous Materials that occurs or exists at or prior to Closing; (g) any Environmental Liabilities assessed to or paid or payable by the Company or assessed against its assets or business (whether directly or as a result of assumption, indemnity, reimbursement, guarantee or otherwise) that are based on, arise out of or in connection with, relate to or are attributable to (i) any violation or alleged violation of any Environmental Law or Environmental Permit that is based on, arises out of or in connection with, relates to or is attributable to any act, omission, event, occurrence, release, condition, circumstance, activity, practice or incident that occurs or exists at or prior to Closing or (ii) any generation, transportation, use, treatment, storage, release or disposal of Hazardous Materials that occurs or exists at or prior to Closing, but in each case only to the extent that the Environmental Liability is not based on or attributable to and does not arise out of or in connection with or relate to any matter described in the Environmental Reports; (h) any severance, accrued vacation, deferred compensation, bonuses or similar payments made by the Company to any employees of the Company (including Richard Shore, Jr.) who resign or are terminated at or prior xx xxx Xxxxxng, and any liabilities of the Company with respect to or as a result of any such resignation or termination, and any payments made, or obligations owed, by the Company, or with respect to, to Richard Shore, Jr., Michael J. Burgett, Dawn M. West, Brian A. Hofx, Xarco Ulmex xx Xxxx X. Xxxxxwiax xxxx xxxxte xx xxx xxxxxrs describxx in xxxxxx (xx), (xii) or (iv) of the Member's Release for Richard Shore, Jr., or clause (ii) or (iii) of the Member'x Xxxxxxx xxx xxx other individuals, each as attached hereto as Exhibit C (provided that no indemnification will be required with respect to any matters described in this clause (h) to the extent such liability has been included as part of the net working capital adjustment to the purchase price provided in Section 1.5); (i) any breach of any representation or warranty claims made by Seller any Affiliate of either Lancewood or Onyx against the Company contained in Article III or Article IVits assets that relate to or arise out of (i) any acts, events, omissions or conditions that occur or exist at or prior to Closing, or (ii) any agreements, covenants or obligations that exist at or prior to the Closing; (ii) the failure to pay any Taxes pursuant to Section 7.03(a), Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); (iiij) any failure of Seller to perform any of its covenants or agreements contained in this Agreement requiring performance by Seller after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person back rent for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company periods prior to the Closing payable by the Company or Seller or any of Seller’s Affiliates Buyer in connection with the transactions contemplated by this AgreementCompany obtaining a valid dock lease at the Company's Portland, Oregon facility or a valid harbor lease at the Company's Tacoma, Washington facility, and any cost of the Company or Buyer for obtaining a survey in connection with obtaining a valid dock lease at the Company's Portland, Oregon facility; (vk) any Seller Transaction Expenses liability or Indebtedness obligation of the Company (whether direct or as a result of assumption, indemnity, reimbursement, guarantee or otherwise) that is based on, arises out of or in connection with, relates to or is attributable to (i) the lawsuit brought by Doug Manful disclosed on Schedule 3.15, (ii) any demurrxxx xx xxxsequential claims brought against the Company in connection with the Astra Oil Company, Inc. matter disclosed on Schedule 3.15, (iii) taxes for pre-closing time periods related to the tax matters disclosed on Schedule 3.16(a), or (iv) the late filing of, or failure to file, required Forms 5500 related to the Company's employee plans (provided that no indemnification will be required with respect to any matters described in this clause (k) to the extent not such liability has been included in the calculation as part of the Purchase Pricenet working capital adjustment to the purchase price provided in Section 1.5); or (vil) a pro rata portion (based on the ratio of the number of days in the year 2000 prior to Closing to 365) of any liability or obligation of the Company with respect to the Company's year 2000 bonus obligations to its employees (provided that no indemnification will be required with respect to any matters described on Part C of Exhibit C. in this clause (bl) Other than to the extent such liability has been included as contemplated by Section 9.04(e), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out part of the Indemnification Escrow Account under or net working capital adjustment to the purchase price provided in connection with this AgreementSection 1.5).

Indemnification of Buyer. (a) From Except as otherwise set forth herein, Seller, Schleck and after the Closing (each Selling Member hereby severally but subject not jointly agree to the terms and conditions of Article IX and Exhibit C of this Agreement), Seller will indemnify, defend indemnify and hold harmless Buyer and any Buyer, each of its Affiliates, the Company Affiliates and any Subsidiary each of its and their respective officersmembers, managers, partners, directors, employees or officers, employees, shareholders and agents and permitted assignees (collectively, the “Buyer Indemnitees”) from ), against and against, and will pay to Buyer Indemnitees the amount of, in respect of any and all out-of-pocket loss, cost, payments, demand, penalty, forfeiture, expense, liability, judgment, deficiency, damage, diminution in value or claim (excluding costs of investigation but including reasonable attorneys’ fees and other reasonable costs and expenses) (all of the foregoing collectively, “Losses, whether ”) incurred or not involving sustained by any Buyer Indemnitee (calculated and paid in accordance with Section 10.6) as a Third-Party Claim, arising out result of or resulting from, or in connection with: with (ia) any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties and covenants of Seller or any Selling Member contained herein or in any of the Additional Agreements or any certificate or other writing delivered pursuant hereto, including any breach of Section 8.5(b) by any representation Selling Member (or warranty made representative of any Selling Member) or Schleck in his capacity as President of Buyer, (b) any claims or Actions by Seller any third parties with respect to the Core Business (including breach of contract claims, violations of warranties, trademark infringement, torts or consumer complaints) for any period prior to the Company contained in Article III or Article IV; Closing Date, (iic) the failure violation of any Laws in connection with or with respect to pay any Taxes pursuant the operation of the Core Business prior to Section 7.03(a)the Closing Date, Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); (iiid) any failure Excluded Asset or Excluded Liability, including any service and maintenance obligations, (e) the existence, ownership, structure, assets, liabilities, operations, liquidation or dissolution of Seller to perform any of its covenants or agreements contained in this Agreement requiring performance by Seller after the Closing Date, (other than the Tax Payment Covenant); (ivf) any claim claims by any Person for brokerage employee of Seller with respect to any period or finder’s fees event occurring on or commissions or similar payments based upon any agreement made by any such Person with the Company prior to the Closing Date, or Seller or any relating to the termination of Selleremployee’s Affiliates employment status in connection with the transactions contemplated by this Agreement; , or the termination, amendment or curtailment of any employee benefit plans, (vg) the failure to pay to any Tax Authority any Taxes that arose with respect to periods before the Closing Date, or to file with any Tax Authority any Tax Return covering periods before the Closing Date, or (h) any Seller Transaction Expenses or Indebtedness Environmental Claims that arose with respect to periods before the Closing Date; provided, however, notwithstanding anything to the extent contrary set forth herein, any indemnification (or Action for indemnification) by Seller, Schleck and each Selling Member or any Buyer Indemnitee with respect to Section 10.1(h) shall be on a joint and several basis. The total payments made by Seller, Schleck and Selling Members to the Buyer Indemnitees with respect to Losses shall not included in exceed an amount equal to the calculation Closing Payment Shares as of the Purchase Price; or Closing Date (vi) the matters described on Part C of Exhibit C. (b) Other than as contemplated by Section 9.04(e“Seller Indemnifiable Loss Limit”), except that the Seller will Indemnifiable Loss Limit shall not have, and Seller will not assert apply with respect to any Losses relating to or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account arising under or in connection with any of clauses (e), (g) and (h) of this AgreementSection 10. 1. No Buyer Indemnitee shall be entitled to indemnification pursuant to this Section 10.1 unless and until the aggregate amount of Losses to all Buyer Indemnitees equals at least $50,000 (the “Basket”), at which time, subject to the Seller Indemnifiable Loss Limit, the Buyer Indemnitees shall be entitled to indemnification for the total amount of such Losses exceeding the Basket; provided, however, any Losses relating to or arising under or in connection with any of clauses (e), (g) and (h) of this Section 10.1, Claims arising from or related to fraud or any Claims arising from a breach of Section 8.4 (and any indemnification of Buyer Indemnitees arising therefrom) shall not be subject to the Basket. Notwithstanding anything set forth in this Section 10.1, (i) any Losses incurred by any Buyer Indemnitee in connection with any Excluded Liability, and (ii) any Losses incurred by any Buyer Indemnitee arising out of the failure of Seller or any Selling Member to perform any covenant or obligation to be performed by him or it at or after the Closing Date, shall not, in any such case, be subject to or applied against the Seller Indemnifiable Loss Limit or the Basket, respectively. For purposes of computing Losses suffered by Buyer hereunder, Seller acknowledges and agrees that the Purchase Price is based upon a multiple of the earnings of Seller and that any breach of representation, warranty or covenant by Seller hereunder which reflects or results in a reduction in the historical earnings upon which the Purchase Price is based may cause Buyer to suffer Losses corresponding to an equivalent multiple of such reduction in earnings; that to the extent Buyer recovers any such earnings-based Losses, payment shall be made by Seller (or Selling Members) in the same combination of cash and Parent Common Stock received by Seller (provided, further, that, in the event any part of such indemnification payment is in the form of Payment Shares, such Payment Shares shall be valued at the higher of the then current Average Price or the Average Price on the date such Parent Shares were issued).

Indemnification of Buyer. (a) From Notwithstanding any investigation by Buyer or its representatives, Sellers will, jointly and after the Closing (but subject to the terms and conditions of Article IX and Exhibit C of this Agreement)severally, Seller will indemnify, defend and hold harmless Buyer and any of Buyer, its Affiliates, the Company and any Subsidiary Affiliates and their respective directors, managers, officers, directors, employees or and agents (collectively, the “Buyer Indemnitees”) harmless from and against, and will pay to Buyer Indemnitees the amount of, any and all Liabilities, obligations, claims, contingencies, damages, costs and expenses, including all Proceeding costs and expenses and reasonable attorneys’ fees and expenses (collectively, “Losses, whether ”) that any Buyer Indemnitee may suffer or not involving incur as a Third-Party Claim, arising out result of or resulting from, or in connection withrelating to: (ia) any the breach of any representation or warranty made by Seller Sellers in this Agreement or the Company contained in Article III pursuant hereto or Article IVany allegation by a third Person that, if true, would constitute such a breach by Sellers; (iib) the failure to pay breach of any Taxes pursuant to Section 7.03(a)covenant made by Sellers or the Selling Persons in this Agreement, Section 7.03(e)including Article IV and Article VI, or Section 7.03(i) (in any Seller Document or any allegation by a third Person that, if true, would constitute such a breach by Sellers or the Selling Persons; provided, that under no circumstance shall any provision under Article II constitute a “Tax Payment Covenantscovenant”); (iiic) the breach of any failure of Seller to perform any of its covenants fiduciary duty or agreements contained in this Agreement requiring performance by Seller after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage arising on or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior to the Closing Date under or Seller or with respect to any Employee Benefit Plans of Seller’s Affiliates in connection with the transactions contemplated by this AgreementSellers; (vd) any Seller Transaction Expenses Liability of Sellers, other than the Assumed Liabilities, including any Proceeding or Indebtedness other third Person claim, relating to or arising from the activities or operation of the Business with respect to any period of time (or portion thereof) occurring on or prior to the extent not included Closing Date, including any Liability of Sellers relating to or arising from the classification of persons used in the calculation of the Purchase PriceBusiness as “employees” or “independent contractors”; or (vie) any Taxes of Sellers or Selling Persons for any taxable period, whether before or after the matters described on Part C Closing Date, Taxes of Exhibit C. Sellers or Selling Persons arising out of or resulting from the Assets and Business prior to the Closing Date, any Liability of Sellers or the Selling Persons for unpaid Taxes of any Person under Treasury Regulation Section 1.1502-6 (b) Other than as contemplated by Section 9.04(eor similar provision of state or local law), Seller will not haveas a successor or transferee by contract or otherwise, and Seller will not assert or exercise (payments pursuant to a Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this Agreementsimilar agreement regarding Taxes.

Indemnification of Buyer. (a) From and after the Closing (but and subject to Sections 10.2, 10.4 and 10.5, each Seller shall, severally and not jointly, indemnify Buyer, the terms Acquired Companies, and conditions each shareholder, officer, director, employee, agent, successor and assign of Article IX and Exhibit C of this Agreement), Seller will indemnify, defend and hold harmless Buyer and any of its Affiliates, the Company and any Subsidiary and their respective officers, directors, employees or agents Acquired Companies (collectively, the “Buyer Indemnitees”) from ), against and against, and will pay to hold the Buyer Indemnitees the amount of, harmless from any and all Losses, whether or not involving a Third-Party ClaimLosses based upon, arising out of or resulting fromcaused by any breach of, the representations and warranties made by such Seller in Article 3 or any breach by such Seller of its covenant in Section 2.1 to deliver such Seller’s Respective Securities to Buyer at the Closing (the indemnity set forth in this sentence is referred to herein as the “Seller Covenant”). From and after the Closing and subject to Sections 10.2, 10.4 and 10.5, Sellers shall jointly and severally indemnify Buyer Indemnitees against and hold the Buyer Indemnitees harmless from any Losses based upon, related to, arising out of, or in connection with: caused by (ia) any breach of, any of the representations and warranties made by the Sellers in Article 4, (b) the breach of any representation covenant or warranty made agreement by Sellers contained in this Agreement or any Closing document (excluding Article 3 or Section 2.1, which are specifically covered by the Seller Covenant), (c) the breach of any covenant or agreement by the Acquired Companies contained in this Agreement or any Closing document to be performed on or prior to the Closing, (d) the sale or distribution or alleged sale or distribution by the Acquired Companies of products containing asbestos (the indemnity set forth in this Section 10.1(d) is referred to herein as the “Asbestos Indemnity”), (e) any Claim for indemnification against any of the Acquired Companies by reason of the fact that any Seller or any of their directors, officers, employees or agents, was at or prior to the Closing a director, officer, employee, or agent of one or more of the Acquired Companies or was serving at the request of any such Person as a partner, trustee, director, officer, employee, or agent of one or more of the Acquired Companies (whether such Claim is for Losses or otherwise and whether such Claim is pursuant to any statute, charter document, bylaw, agreement or otherwise), including with respect to any Claim brought by Buyer against any of the Sellers (whether such Claim is pursuant to this Agreement, applicable Law or otherwise), (f) any amounts required to pay any Company Transaction Expenses not set forth on the Company contained Transaction Expense Statement and paid upon Closing (the indemnity set forth in Article III this Section 10.1(f) is referred to herein as the “Expense Indemnity”), (g) any amounts required to pay any Indebtedness of the Acquired Companies as of the Closing Date that was not reflected on the Final Adjustment Statement (the indemnity set forth in this Section 10.1(g) is referred to herein as the “Indebtedness Indemnity”), (h) the presence of Hazardous Materials in the soil, groundwater, or Article IV; drinking water at the property commonly known as 00000 Xxxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx as of the Closing Date, or the removal of any underground storage tanks by the Acquired Companies or any other Person acting on behalf of the Acquired Companies from any Leased Real Property or properties formerly owned, leased or operated by any Acquired Company (iithe indemnity set forth in this Section 10.1(h) is referred to herein as the “Environmental Indemnity”), (i) the failure to pay file any Taxes pursuant reports or other documents required to be filed with any Governmental Authority for any Benefit Plan, including Forms 5500, or the participation by any Person that is not an employee of the Acquired Companies in any Benefit Plan of the Acquired Companies or an ERISA Affiliate of the Acquired Companies (the indemnity set forth in this Section 7.03(a10.1(i) is referred to herein as the “Benefits Indemnity”), (j) the failure of any employee of any of the Acquired Companies to be authorized to work in the United States or the failure of the Acquired Companies to have obtained and retained a valid Form I-9 that has been properly completed with regard to each employee or former employee of the Acquired Companies (the indemnity set forth in this Section 7.03(e10.1(j) is referred to herein as the “Employee Indemnity”), or Section 7.03(i) (the “Tax Payment Covenants”); (iii) any failure of Seller to perform any of its covenants or agreements contained in this Agreement requiring performance by Seller after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior to the Closing or Seller or any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement; (v) any Seller Transaction Expenses or Indebtedness to the extent not included in the calculation of the Purchase Price; or (vik) the matters described on Part C death of Exhibit C. (b) Other than as contemplated by Section 9.04(e), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this AgreementXxxxxxx Xxxxxxxx.

Indemnification of Buyer. (a) From Seller and after the Closing (but subject its successors and assigns agree to the terms and conditions of Article IX and Exhibit C of this Agreement), Seller will indemnify, defend indemnify and hold harmless Buyer and any Buyer, its Affiliates (as defined in Rule 12b-2 promulgated under the Securities Exchange Act of its Affiliates1934, the Company and any Subsidiary as amended) and their respective officersshareholders, directors, officers, employees or and agents thereof (collectively, the “Buyer Indemnitees”"BUYER INDEMNITEES" and individually a "BUYER INDEMNITEE") against and with respect to: (a) Any and all losses, injuries, damages, deficiencies, liabilities, costs, penalties, interest, expenses and obligations, net of any offsetting gains, cost savings or recoveries directly related thereto (collectively, "LOSSES") directly or indirectly resulting or arising from and againstthe operation of the Hosted Business and/or the ownership of the Purchased Assets or from incidents or occurrences relating to the Hosted Business or the Purchased Assets, and will pay prior to Buyer Indemnitees the amount ofClosing, except for Losses relating to or resulting from the Assumed Liabilities; (b) Without limiting the generality of the foregoing, any and all LossesLosses directly or indirectly resulting or arising from claims under any Plans, including without limitation, claims by any participant therein or dependent of such participant and claims by any governmental agency with respect thereto; (c) Any and all Losses directly or indirectly resulting or arising from any misrepresentation or breach of warranty on the part of the Seller, under this Agreement, the other Transaction Agreements or any certificate, document, agreement or instrument delivered pursuant hereto or thereto; (d) Any and all Losses directly or indirectly resulting or arising from any non-fulfillment of any covenant or agreement on the part of the Seller under this Agreement, the Transaction Agreements or any certificate, document, agreement or instrument delivered pursuant hereto or thereto; (e) Except as provided in SECTION 10.2, any and all Losses directly or indirectly resulting or arising from the termination of the employment of any employee of the Seller related in any way to this Agreement, the Transaction Agreements or the transactions contemplated thereby; and (f) Any and all Losses directly or indirectly resulting or arising from that certain Employment Agreement dated as of November 25, 2002 between Seller and Xxxx X. Xxxxxxx, the termination of Xx. Xxxxxxx'x employment with Seller or any other obligation of Seller to Xx. Xxxxxxx; and (g) Any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs and reasonable legal and other expenses incident to the foregoing. The indemnification obligations of Seller or their successors and assigns hereunder relate to indemnification for all Losses of a Buyer Indemnitee, regardless of whether such Loss arises from a third-party claim against such Buyer Indemnitee or not involving a Third-Party Claim, arising out of or resulting from, or otherwise. Notwithstanding anything to the contrary provided elsewhere in connection withthis Agreement: (i) any The Seller or its successors and assigns will be liable to Buyer Indemnitees for amounts payable under this SECTION 11.1 (other than claims based on (A) fraud or intentional misrepresentations by Seller, (B) a breach of any representation or warranty made Sections 6.11 and 10.5 by Seller or (C) Losses relating to Section 11.1(f), as to which no deductible shall apply) only to the Company contained extent such amounts in Article III the aggregate exceed $15,000 and in no event shall Seller or Article IVits successors and assigns be liable to Buyer Indemnitees under this SECTION 11.1 (other than claims based on (A) fraud or intentional misrepresentations by Seller, (B) a breach of Sections 6.11 and 10.5 by Seller or (C) Losses relating to Section 11.1(f), as to which no limitation shall apply) for amounts which exceed in the aggregate the Purchase Price; (ii) the failure to pay any Taxes pursuant to Section 7.03(a), Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); (iii) any failure The obligations of Seller to perform any of and its covenants or agreements contained in successors and assigns under this Agreement requiring performance by Seller to indemnify Buyer Indemnitees shall be of no force with respect to claims under this SECTION 11.1 as to which a Buyer Indemnitee has not given the Company written notice describing the basis for such claim in reasonable detail within twelve (12) months after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior to the Closing or Seller or any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement; (v) any Seller Transaction Expenses or Indebtedness to the extent not included in the calculation of the Purchase Price; or (vi) the matters described on Part C of Exhibit C. (b) Other than as contemplated by Section 9.04(e), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this AgreementDate.

Indemnification of Buyer. Hanover and Sellers, jointly and severally, covenant and agree with Buyer that they shall reimburse and indemnify and hold Buyer and its directors, officers, employees and agents (the "Buyer Indemnified Parties") harmless from, against and in respect of any and all actions, suits, claims, proceedings, investigations, audits, demands, assessments, fines, judgments, costs and expenses, (including, without limitation, reasonable attorneys' fees) ("Claims") incurred by any of Buyer Indemnified Parties that result from: (a) From any inaccuracy in or breach of any representations or warranties made by Hanover and after the Closing (but subject to the terms and conditions of Article IX and Exhibit C of Sellers in this Agreement), Seller will indemnifythe Schedules or any other written statement, defend and hold harmless list, certificate or other instrument furnished to Buyer and by or on behalf of Hanover or Sellers pursuant to this Agreement; (b) any nonfulfillment of any covenant or agreement of any of its AffiliatesHanover or Sellers under this Agreement; (c) any and all Retained Liabilities; (d) any Taxes, the Company and any Subsidiary and their respective officerspayments or accruals for salaries, directorswages, amounts payable under Employee Plans or otherwise to employees or agents (collectively, the “Buyer Indemnitees”) from and againstof Hanover or Sellers, and will pay other liabilities and obligations of Hanover and Sellers, in each case relating to Buyer Indemnitees and incurred with respect to the amount of, any and all Lossesperiods prior to the Closing Date, whether or not involving a Third-Party Claim, arising out of due or resulting from, or in connection with: (i) any breach of any representation or warranty made by Seller or payable prior to the Company contained in Article III or Article IVClosing Date; (iie) any claims or litigation matters which relate or are due to the conduct of the Business prior to the Closing Date, including, without limitation, the claims described in Schedule 4.11 hereto; (f) the failure to pay any Taxes pursuant comply with statutory provisions relating to Section 7.03(a)bulk sales and transfers, Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”)if applicable; (iiig) any failure of Seller fees, expenses or other payments incurred or owed by Hanover or Sellers to perform any of its covenants brokers or agreements contained in this Agreement requiring performance comparable third parties retained or employed by Seller after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage them or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior to the Closing or Seller or any of Seller’s Affiliates their affiliates in connection with the transactions contemplated by this Agreement; (vh) any Seller Transaction Expenses claims made by a third party alleging facts which, if true, would entitle Buyer to indemnification pursuant to (a) through (g) above; (i) any failure of Hanover or Indebtedness Sellers to the extent not included in the calculation of the Purchase Pricecomply with their obligations under this Section 9.1; or (vij) the matters described on Part C of Exhibit C. any fees or expenses (bincluding, without limitation, reasonable attorneys' fees) Other than as contemplated incurred by Section 9.04(e), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of Buyer in enforcing its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this Agreementrights hereunder.

Indemnification of Buyer. (a) From Subject to Section 6.1 and after the Closing (but subject to the terms and conditions of except as otherwise provided in this Article IX and Exhibit C of this Agreement)VI, Seller will indemnify, defend and hold harmless Buyer and any of its Affiliates, the Company and any Subsidiary and their respective officers, directors, employees or agents and Affiliates (collectively, the “Buyer Indemnitees”) from shall be defended, indemnified and againstheld harmless by Parent and Seller on a joint and several basis, against and will pay to Buyer Indemnitees the amount of, in respect of any and all Losses, whether Losses (defined below) that arise or not involving a Third-Party Claim, arising out of or resulting result from, or in connection with: : (i) any breach of any of the representations or warranties contained in Article II, whether as of the date of this Agreement or as of the Closing Date (without giving effect to any qualification as to materiality contained or incorporated in such representation or warranty made by for purposes of determining the magnitude of the Losses associated with such breach or any update to the Seller or the Company contained in Article III or Article IV; Disclosure Schedule); (ii) the failure to pay any Taxes pursuant to Section 7.03(a), Section 7.03(e), of Parent or Section 7.03(i) (the “Tax Payment Covenants”); (iii) any failure of Seller to perform any of its their covenants or agreements contained herein; (iii) the Excluded Liabilities or Excluded Assets; and (iv) SLA Credit to the extent arising out of, relating to, or in this Agreement requiring performance connection with periods or activity on or prior to the Closing. “Losses” means, with respect to any Person at the time of determination, any damage, injury, lost profit, Liability, claim, deficiency, settlement, judgment, order, fine, penalty, Tax, Lien, fee (including any reasonable legal fee, reasonable expert fee, reasonable accounting fee, or reasonable advisory fee), charge, disbursement, payment, remediation, cost, expense (including any cost of investigation, penalty, or expense of any nature) or other loss suffered or incurred by Seller after such Person, but except as expressly included above or in the Closing proviso below, excluding special or consequential damages (except where such special or consequential damages are the natural, probable and reasonably foreseeable result of, and directly arise from, the breach), punitive, indirect, speculative, or incidental damages (other than any reasonable legal fee, reasonable expert fee, reasonable accounting fee, or reasonable advisory fee), diminution in value, lost profits, damages based on a multiplier or other factor that Buyer may have employed when computing the Tax Payment CovenantPurchase Price, or any damages that would cause Double Recovery (unless such damages are part of any judgment or award against any of Parent, Seller or Buyer in actions by third parties); (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior ; provided, however, and notwithstanding anything to the Closing contrary in this Agreement, the determination of Losses with respect to any breach by Parent or Seller or any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement; (v) any Seller Transaction Expenses or Indebtedness Section 2.9(a), solely to the extent that such occurrence or occurrences results or resulted in or contributed or contributes to lost monthly recurring revenue (“Lost MRR”), shall be subject to Section 6.2(c) below and not included otherwise limited by this definition of “Losses” or any provision that excludes a calculation or recovery of damages based on a multiplier. For purposes of determining the amount of any Losses, any qualifications in the representations, warranties and covenants with respect to a Material Adverse Effect, materiality, material, or similar terms shall be disregarded and will not have any effect with respect to the calculation of the Purchase Price; or (vi) the matters described on Part C amount of Exhibit C. (b) Other than as contemplated by Section 9.04(e), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this AgreementLosses.

Indemnification of Buyer. (a) From and after the Closing (but subject to the terms and conditions of Article IX and Exhibit C of this Agreement)Closing, Seller will indemnify, defend shall indemnify and hold harmless Buyer and any of its Affiliates, the Company and any Subsidiary and their respective officersstockholders, directors, employees or officers, employees, affiliates, agents and representatives (collectively, the “Buyer IndemniteesIndemnified Parties”) from and against, and will pay to reimburse the Buyer Indemnitees the amount ofIndemnified Parties for, any and all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, losses, taxes, liens, diminutions in value, costs, expenses and fees (including reasonable attorneys’ fees and expenses, and the costs of investigation incurred in defending against or settling any such matter and any amounts paid in settlement thereof) (collectively, “Losses”) paid, whether suffered or not involving incurred by the Buyer Indemnified Parties (i) as a Third-Party Claimresult of any breach of any representation, warranty, agreement or covenant on the part of Seller or any Seller Member under this Agreement or any of the Xxxxxxxxx Xxxxxxxxxx, (xx) arising out of the ownership or operation or use of the Purchased Assets prior to the Closing, (iii) relating to any product or service provided by Seller, in whole or in part, prior to the Closing Date or (iv) arising out of or resulting fromfrom any of the Excluded Assets or Excluded Liabilities (collectively the “Buyer Damages”). To seek indemnification pursuant to this section, or the Buyer Indemnified Party shall promptly notify Seller in connection with: (i) any breach writing of any representation or warranty made by Seller or claim for Buyer Damages. Notwithstanding the Company contained in Article III or Article IV; (ii) foregoing, the failure on the part of a Buyer Indemnified Party to pay any Taxes pursuant to Section 7.03(a), Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); (iii) any failure of Seller to perform any of its covenants or agreements contained in this Agreement requiring performance by Seller after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by give any such Person with the Company prior to the Closing or notice within such time period shall not relieve Seller or of any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement; (v) any Seller Transaction Expenses or Indebtedness indemnification obligation hereunder unless, and only to the extent not included in the calculation of the Purchase Price; or (vi) the matters described on Part C of Exhibit C. (b) Other than as contemplated by Section 9.04(e)that, Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this Agreementis materially prejudiced thereby.

Indemnification of Buyer. (a) From and after the Closing (but Seller, subject to the terms conditions and conditions of Article IX and Exhibit C of this Agreement)limitations hereafter set forth, Seller will hereby agrees to defend, indemnify, defend and hold harmless Buyer and any of its Affiliates, the Company and any Subsidiary and each of their respective officers, directors, employees or agents stockholders, employees, representatives, agents, successors and assigns (individually, and collectively, the “Buyer Indemnitees”) from against and against, and will pay to Buyer Indemnitees the amount of, in respect of any and all losses, Liabilities, damages, actions, suits, proceedings, Claims, demands, orders, assessments, amounts paid in settlement if approved as provided below, fines, costs or deficiencies, including interest, penalties and reasonable attorneys’ fees and costs, including the cost of seeking to enforce this indemnity to the extent such enforcement is successful (collectively, “Losses”), whether or not involving a Third-Party Claim, arising out of caused by or resulting or arising from, or in connection with: otherwise with respect to, (i) any inaccuracy in, any breach of of, or any representation or warranty made by Seller or the Company contained in Article III or Article IV; (ii) the failure to pay any Taxes pursuant to Section 7.03(a)perform or comply with, Section 7.03(e)Seller’s representations, warranties or Section 7.03(i) (the “Tax Payment Covenants”); (iii) any failure of Seller to perform any of its covenants or agreements contained in this Agreement requiring performance by Seller after (including any certificate delivered pursuant hereto) or in any other agreement, instrument or other document made pursuant hereto, or otherwise contemplated herein or arising in connection herewith, and, in the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior case of Section 4.5 only, without giving effect to the Closing or Seller or any of materiality qualifier contained therein (individually, and collectively, a “Seller’s Affiliates in connection with Breach”) and (ii) those Liabilities set forth on Section 10.1of the transactions contemplated by this Agreement; (v) any Seller Transaction Expenses or Indebtedness to the extent not included in the calculation of the Purchase Price; or (vi) the matters described on Part C of Exhibit C.Disclosure Schedule. (b) Other than as contemplated by Section 9.04(e), Seller will not haveExcept for claims of intentional misrepresentation or fraud, and with the exception of Buyer’s right to pursue specific performance, which by this reference is preserved and acknowledged by Seller, claims respecting a Seller’s Breach against Seller will not assert or exercise (or attempt to exercise or assert)under the provisions hereof shall be asserted exclusively as provided in this Section 10, and in no event shall Seller be liable for the payment of any right of contribution, reimbursement, subrogation or indemnity against the Company Claims by Buyer Indemnitees or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this Agreementthem hereunder other than as provided herein.

Indemnification of Buyer. (a) From Each Seller shall severally, and after the Closing (but subject to the terms and conditions of Article IX and Exhibit C of this Agreement)not jointly, Seller will indemnifyhold Buyer, defend and hold harmless Buyer and any of its AffiliatesBIC, the Company Xxxxxxx Companies, and any Subsidiary and their respective officersthe shareholders, directors, employees or members, managers, officers, successors, assigns, and agents of each of them (collectively, excluding the Sellers) (the “Buyer IndemniteesIndemnified Persons”) ), harmless and each shall severally, and not jointly, indemnify each of them from and againstagainst and, and will pay except pursuant to Section 8.3, each Seller hereby waives any claim for contribution or indemnity from any of the Buyer Indemnitees the amount ofIndemnified Persons with respect to, any and all claims, losses, damages, liabilities, expenses or costs (“Losses”), whether plus reasonable attorneys’ fees and expenses incurred in connection with Losses (in all, “Indemnified Losses”) incurred or not involving a Third-Party Claim, to be incurred by any of them resulting from or arising out of or resulting from, or in connection with: (i) any breach or violation of any representation or warranty made by Seller or the Company representations and warranties contained in Article Articles II, III and IV of this Agreement or Article IV; (ii) any breach or violation of such Seller’s or the failure to pay any Taxes pursuant to Section 7.03(a), Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); (iii) any failure of Seller to perform any of its Xxxxxxx Companies’ covenants or agreements contained in this Agreement requiring performance by Seller after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior to the Closing or Seller or any document delivered pursuant hereto, including the provisions of Seller’s Affiliates this Article X; provided that Pentland shall not be obligated to indemnify the Buyer Indemnified Persons with respect to breaches of Article III or breaches by the Xxxxxxx Companies’ of their covenants and agreements contained in connection with the transactions contemplated by this Agreement; (v) Agreement or any Seller Transaction Expenses or Indebtedness to the extent not included in the calculation of the Purchase Price; or (vi) the matters described on Part C of Exhibit C.document delivered pursuant hereto. (b) Other Each Seller (other than as contemplated by Section 9.04(e), Seller will not havePentland) shall severally, and Seller will not assert jointly, hold the Buyer Indemnified Persons harmless and each shall severally, and not jointly, indemnify each of them from and against liabilities of the Company or exercise (any of its Subsidiaries for the Taxes of the Company or attempt to exercise any of its Subsidiaries or assert), any right the liability of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, if any (for example, by reason of transferee liability, application of Section 1374 of the Code, Treas. Reg. Section 1.1502-6 or any other provision of Law) for Taxes of others, including, but not limited to, the Sellers or any affiliate of any of the Sellers, or damage or Indemnified Losses payable with respect to Taxes claimed or assessed against the Company or any of its Subsidiaries (i) for any taxable period (or portion thereof) ending on or before the Closing Date or as a result of this transaction except to the extent and in such amount as such Taxes (x) have been paid prior to the Closing Date by a Seller, the Company or any Subsidiary or (y) are reflected as a liability in the Closing Balance Sheet and taken into account in determining the Purchase Price under Section 1.6, or (ii) for any taxable period resulting from a breach by any of the Sellers of any of the representations or warranties contained in Sections 3.8 (Taxes) or 4.4 (Taxes) hereof. (c) Heritage shall severally, and not jointly, hold the Buyer Indemnified Persons harmless and indemnify each of them from and against liabilities of BIC for BIC’s Taxes or the liability of BIC, if any (for example, by reason of transferee liability, application of Section 1374 of the Code, Treas. Reg. Section 1.1502-6 or any other provision of Law) for Taxes of others, including, but not limited to, Heritage or any affiliate of Heritage, or damage or Indemnified Losses payable with respect to Taxes claimed or assessed against BIC (i) for any taxable period (or portion thereof) ending on or before the Closing Date or as a result of this transaction except to the extent and in such amount as such Taxes (x) have been paid prior to the Closing Date by a Seller, the Company or any Subsidiary or (y) are reflected as a liability in the Closing Balance Sheet and taken into account in determining the Purchase Price under Section 1.6, or (ii) for any taxable period resulting from a breach by Heritage of any of the representations or warranties contained in Section 4.4 hereof. (d) Each Seller (other than Pentland) shall severally, and not jointly, hold the Buyer Indemnified Persons harmless and each shall severally, and not jointly, indemnify each of them from and against liabilities of BIC, the Xxxxxxx Companies, Buyer and its affiliates for Indemnified Losses arising from or related to the presence, manufacture, generation, refining, processing, distribution, use, sale, treatment, recycling, receipt, storage, disposal, transport, handling, emission, leak, dumping, discharge, release or threatened release of Hazardous Materials at, on, about, beneath, above, to, into, or from the Environmental Property prior to the Closing Date, including, without limitation, (i) the migration offsite of Hazardous Materials that are present prior to the Closing Date from the Environmental Property and (ii) any liability or obligation under Environmental Laws arising as a result of events occurring or conditions existing prior to the Closing Date with respect to, or arising out of, the Environmental Property. Notwithstanding anything to the contrary contained in this Article X, the Sellers shall not be obligated to indemnify or hold harmless Buyer with respect to Indemnified Losses under this Section 10.1(d) or for a breach of the representations and warranties contained in Section 3.21 except to the extent that such Indemnified Losses represent amounts actually incurred by the Company, any Subsidiary, or Buyer for: (A) the performance of any remedial, removal or other response or restoration action, the payment of any fine, penalty, expenses, costs, or damages ordered, determined or awarded by any court or governmental agency, and/or a reasonable settlement of a claim of noncompliance with or liability under any Environmental Laws asserted by any governmental agency or any third party against the Company, any Subsidiary or Buyer or its affiliates; or (B) the performance of remedial, removal, restoration or response action in connection with the Environmental Property required by law and customarily taken in the exercise of sound management practices by businesses that are similar to Buyer. (e) With respect to any indemnification obligation indemnity payment under this Section 10.1, the Parties agree to which treat, to the extent permitted by Law, all such payments as an adjustment to the consideration paid for the sale and transfer of the Purchased Securities. (f) In the event any Seller may become subject breaches such Seller’s obligations under this Article X, Buyer shall have the right to offset any amounts owed to Buyer under this Article X against any Earnout Amounts due and payable to such Seller, or which may be become due and payable out to such Seller pursuant to the Earnout Agreement hereto; provided, that pending the resolution of any disputes regarding whether or not any such breach has occurred, Buyer shall pay into escrow any Earnout Amounts otherwise due and payable to such Seller that Buyer would have the Indemnification Escrow Account under or right to offset pursuant to this subparagraph (f) if such dispute is resolved in connection with its favor. (g) All materiality qualifications contained in the representations and warranties set forth in this Agreement, and in the initial paragraph of Section 6.1, including, without limitation, the terms “Company Material Adverse Effect” and “Company Material Adverse Change” shall be ignored and not given effect for purposes of determining whether the thresholds in Sections 10.4(a) and (b) have been surpassed, or determining the amount of any Indemnified Losses, provided that the foregoing shall not apply to the terms “Material Contract” and “Permitted Liens” and any materiality standard or qualification contained in Sections 3.6, 3.7, 3.9(b), 3.17, 3.27 and 3.34.

Indemnification of Buyer. (a) From and after the Closing (but Closing, and subject to the terms Sections 9.2 and conditions of Article IX 9.5, each Seller shall, severally and Exhibit C of this Agreement)not jointly, Seller will indemnify, defend and hold harmless indemnify Buyer and any of its Affiliates, the Company and any Subsidiary and their respective officers, directors, employees or and agents (collectively, the “"Buyer Indemnitees”) from "), against and against, and will pay to hold the Buyer Indemnitees the amount of, harmless from: (a) any and all Losses, whether or not involving a Third-Party ClaimLosses based upon, arising out of or resulting fromcaused by any inaccuracy in, or breach of, any of the representations and warranties made by such Seller in connection with:Article 3 or by Sellers in Article 4; (b) any Losses based upon, arising out of or caused by any breach or nonperformance of any covenant or obligation made or incurred by Sellers or Sellers' Representative herein; and (c) (i) any Losses based upon, arising out of or caused by any Indebtedness of the Company incurred prior to Closing and not paid off at or prior to Closing, and (ii) prior to the date on which the Commonwealth of Pennsylvania issues the Act 2 release (the "Statutory Release Date"), any Losses based upon, arising out of or caused by the issues disclosed in the Risk Assessment Report dated December 20, 2002 (the "Risk Assessment Report") with respect to the Sheffield, PA facility. Notwithstanding the foregoing, each Seller is responsible for only those Losses under the preceding clause (a) based upon, arising out of or caused by any inaccuracy in, or breach of, representations and warranties made by that Seller in Article 3 and no Seller shall be obligated to indemnify Buyer Indemnitees for Losses under the preceding clause (a) based upon, arising out of or caused by any inaccuracy in, or breach of, any representation or warranty made by any other Seller or the Company contained in Article III or Article IV; (ii) the failure to pay any Taxes pursuant to Section 7.03(a), Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); (iii) any failure of Seller to perform any of its covenants or agreements contained in this Agreement requiring performance by Seller after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior to the Closing or Seller or any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement; (v) any Seller Transaction Expenses or Indebtedness 3. Any several indemnification responsibilities shall be construed as being several to the extent not included in the calculation of the Purchase Price; or (vi) relative economic ownership of the matters described on Part C Shares or Stock Options, as applicable, held by the relevant Seller at the time of Exhibit C. (b) Other than as contemplated Closing in accordance with Schedule 2.6. Any Loss created by any act or omission by Sellers' Representative hereunder shall be deemed to be a Loss that is the several responsibility of the respective Sellers for purposes of this Section 9.04(e)9.1. Sellers do not make and shall not be deemed to have made, Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert)nor is Buyer relying upon, any right of contributionrepresentation, reimbursementwarranty or covenant other than those representations, subrogation or indemnity against the Company or any of its Subsidiaries, warranties and covenants that are expressly set forth in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this Agreement.

Indemnification of Buyer. (a) From and after If the Closing (but occurs, subject to the terms and conditions of Article IX and Exhibit C of limitations set forth in this AgreementARTICLE X, the Sellers and, solely with respect to Sections 10.2(a)(i)-10.2(a)(v), Seller will indemnifythe Minority Interest Holders, defend shall indemnify and hold harmless Buyer and any of Buyer, its Affiliates, the Company and any Subsidiary Affiliates and their respective successors and the respective shareholders, officers, directors, employees or and agents of each such indemnified Person (collectively, the “Buyer IndemniteesIndemnified Parties”) from and against, and will pay to Buyer Indemnitees the amount of, against any and all LossesLosses that may be asserted against or paid, sustained, suffered or incurred by any Buyer Indemnified Party (whether or not involving a Third-Party Claim, arising due to third party claims) that arise out of or resulting from, or in connection with:result from (without duplication): (i) any breach of, as of the date of this Agreement or the Closing Date, any representation or and warranty made by Seller or the Company contained in Article III this Agreement or Article IVin any Closing Certificate; (ii) any failure by the failure Group Companies to pay duly and timely perform or fulfill any Taxes pursuant of their covenants or agreements required to Section 7.03(a), Section 7.03(e), or Section 7.03(i) (be performed prior to the “Tax Payment Covenants”)Closing by the Group Companies under this Agreement; (iii) any inaccuracies contained in the Closing Statement relating to the calculation of the Purchase Price (other than with respect to Unpaid Taxes) that, at Closing and in the aggregate, would have resulted in a lower Purchase Price than was paid at Closing; provided, that the Buyer Indemnified Parties notify the Seller Representative of any such claim under this Section 10.2(a)(iii) prior to the date which is the twelve (12) month anniversary of the Closing Date; (iv) any Pre-Closing Taxes to the extent not otherwise taken into account in the determination of the Purchase Price at Closing; provided, that the Buyer Indemnified Parties notify the Seller Representative of any such claim under this Section 10.2(a)(iv) prior to the date which is the eighteen (18) month anniversary of the Closing Date; (v) any claim by a Seller with respect to the allocation and distribution of the Purchase Price among the Sellers (or by any Person with respect to any repurchase or redemption of any equity interests by any Group Company that has occurred since January 1, 2020); (vi) the matter set forth on Schedule 10.2(a)(vi); provided, that indemnifiable Losses under this clause (vi) shall be limited to direct out-of-pocket costs and expenses incurred by the Buyer Indemnified Parties; provided, further, that the Buyer Indemnified Parties notify the Seller Representative of any such claim under this Section 10.2(a)(vi) prior to the date which is the one (1) year anniversary of the Closing Date; and (vii) any breach by the Australian Buyer of its obligations under the Australian Note. (b) If the Closing occurs, subject to the limitations set forth in this ARTICLE X, each Company Seller (on behalf of itself only) shall indemnify and hold harmless the Buyer Indemnified Parties from and against any and all Losses paid, sustained, suffered or incurred by any Buyer Indemnified Party (whether or not due to third party claims) that arise out of or result from (without duplication): (i) any breach of, as of the date of this Agreement or the Closing Date, any representation and warranty made by such Company Seller in this Agreement or on such Company Seller’s behalf in any Closing Certificate solely in respect of such Company Seller’s representations and warranties; and (ii) any failure of by such Company Seller to duly and timely perform or fulfill any of its covenants or agreements contained required to be performed by such Company Seller under this Agreement. (c) If the Closing occurs, subject to the limitations set forth in this ARTICLE X, each Blocker Seller (jointly and severally) shall indemnify and hold harmless the Buyer Indemnified Parties from and against any and all Losses paid, sustained, suffered or incurred by any Buyer Indemnified Party (whether or not due to third party claims) that arise out of or result from (without duplication): (i) any breach of, as of the date of this Agreement or the Closing Date, any representation and warranty made by any Blocker Seller in this Agreement requiring performance by Seller after the or in any Closing (other than the Tax Payment Covenant)Certificate; (ivii) any claim failure by any Person for brokerage Blocker Seller to duly and timely perform or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior to the Closing or Seller or fulfill any of Seller’s Affiliates in connection with the transactions contemplated its covenants or agreements required to be performed by a Blocker Seller under this Agreement;; and (viii) any Seller Transaction Expenses or Indebtedness Blocker Pre-Closing Taxes to the extent not included otherwise taken into account in the calculation determination of the Purchase PricePrice at Closing; orprovided, that the Buyer Indemnified Parties notify the Seller Representative of any such claim under this Section 10.2(c)(iii) prior to the date which is the eighteen (18) month anniversary of the Closing Date. (vid) Any liability (i) of the matters described Sellers and Minority Interest Holders under Section 10.2(a) (other than Sections 10.2(a)(vi) and 10.2(a)(vii)) shall be solely on Part C of Exhibit C. (b) Other than as contemplated by Section 9.04(e), Seller will not havea several, and Seller will not assert or exercise (or attempt to exercise or assert)joint, any right of contribution, reimbursement, subrogation or indemnity against basis in accordance with the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out Sellers’ and Minority Interest Holders’ initial allocation of the Indemnification Escrow Account set forth in the Closing Statement and (ii) of the Sellers under Sections 10.2(a)(vi) and 10.2(a)(vii) shall be solely on a several, and not joint, basis in accordance with the Sellers’ initial allocation of the Australia Escrow Account and PO Escrow Amount set forth in the Closing Statement; provided, that the Sellers shall be jointly and severally liable with respect to the indemnity obligations under Section 10.2(a)(v). No Company Seller shall have any liability or responsibility in connection respect of any other Company Seller’s or any Blocker Seller’s, and no Blocker Seller shall have any liability or responsibility in respect of any Company Seller’s, representations, warranties or covenants; provided, that, with respect to any failure to duly and timely perform or fulfill any covenant that is required to be fulfilled by the Sellers as a group, the Sellers shall be liable under this AgreementARTICLE X in proportion (as between each other) to the relative amount of the Purchase Price received (or treated as having been received in accordance with Section 2.4) by the Sellers. No Minority Interest Holder shall have any liability or responsibility in respect of Sections 10.2(a)(vi), 10.2(a)(vii), 10.2(b) or 10.2(c).

Indemnification of Buyer. (a) From and after the Closing (but Closing, subject to the terms and conditions of Article IX and Exhibit C provisions of this Agreement)ARTICLE 9, Seller will indemnify, defend shall indemnify and hold harmless Buyer and any of its AffiliatesAffiliates (including, after the Closing, the Company and any Subsidiary Company), and their respective officers, directors, employees or and agents (collectively, the “Buyer Indemnitees”) ), from and againstagainst and all liabilities, obligations, deficiencies, demands, claims, suits, actions, causes of action, assessments, fines, forfeitures, civil penalties, losses, costs and will pay to expenses (including reasonable attorneys’ fees) (hereinafter individually a “Loss” and collectively “Losses”) suffered or incurred by the Buyer Indemnitees to the amount extent such Losses result from or arise out of, any and all Losses, whether or not involving a Third-Party Claim, arising out of or resulting from, or in connection with: : (i) any breach of any representation or warranty made by of Seller or the Company contained in Article III ARTICLE 3 or Article IV; ARTICLE 4 of this Agreement, or any certificate delivered in connection herewith (with Losses resulting from or arising out of such breach (other than in the first sentence of each of Section 4.07 and 4.20 and in the defined term “Material Contract”) being calculated for purposes of this ARTICLE 9 without regard to any qualification of “material,” “materiality,” “Material Adverse Change” or “Material Adverse Effect” qualification contained in such representations and warranties); (ii) any breach of any covenant or agreement by Seller or (prior to Closing) by the failure to pay any Taxes pursuant to Section 7.03(a), Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); Company; (iii) any failure of Seller to perform any of its covenants and all Pre-Closing Taxes; or agreements contained in this Agreement requiring performance by Seller after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior to the Closing or Seller Indebtedness or any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement; (v) any Seller Company Transaction Expenses or Indebtedness to the extent that are not included taken into account in the calculation of the Purchase Price; or (vi) the matters described on Part C of Exhibit C.Closing Consideration. (b) Other Notwithstanding anything to the contrary set forth in this Agreement, even if a Buyer Indemnitee would otherwise be entitled to indemnification for a Loss pursuant to this Agreement, the Buyer Indemnitees shall not be entitled to indemnification for such Loss pursuant to Section 9.02(a)(i) (other than as contemplated by Section 9.04(ein respect of Fundamental Representations, for which the Deductible shall not apply), Seller will Section 9.02(a)(ii) (other than the covenants under Sections 1.02(e) (Post-Closing Net Working Capital Adjustment), 9.04(d) (Escrow Shares Purchase Price Adjustments) and the last sentence of Section 9.11(f) (Refunds), to which the Deductible shall not haveapply) or Section 9.02(a)(iii) of this Agreement, until the aggregate amount of all Losses eligible for indemnification pursuant to this Agreement exceeds on a cumulative basis an amount equal to Two Hundred Fifty Thousand Dollars ($250,000) (the “Deductible”), and then only to the extent Losses suffered by Buyer Indemnities exceed the Deductible. All payments under this Section 9.02 shall be treated by the parties as an adjustment to the proceeds received by Seller will not assert or exercise pursuant to ARTICLE 1. (or attempt c) Notwithstanding anything to exercise or assertthe contrary set forth in this Agreement, any indemnification of the Buyer Indemnitees pursuant to Section 9.02(a) (other than in respect of Fundamental Representations and other than the covenants under Sections 1.02(e) (Post-Closing Net Working Capital Adjustment), 9.04(d) (Escrow Shares Purchase Price Adjustments) and the last sentence of Section 9.11(f) (Refunds)) (collectively, the “Limited Claims”) shall be effected solely by a payment made from the Escrow Funds, in accordance with the terms of the Escrow Agreement, and such payments shall not exceed the Escrow Funds available on any given payment date. If and to the extent that the Escrow Funds are insufficient to cover the Limited Claims, the Buyer Indemnitees’ right to indemnification for the uncovered portion is extinguished. Any indemnification of the Buyer Indemnitees in respect of Fundamental Representations shall not exceed that portion of the Purchase Price actually received by Seller, and shall be payable first from Escrow Funds, to the extent that there are any remaining Escrow Funds available for indemnification, but not limited thereby. Any payment required to be made by Seller to Buyer under Sections 1.02(e) (Post-Closing Net Working Capital Adjustment), 9.04(d) (Escrow Shares Purchase Price Adjustments) or the last sentence of Section 9.11(f) (Refunds) shall not be required to come from the Escrow Funds but shall be the direct financial obligation of Seller. (d) No Buyer Indemnitees shall have any right to indemnification hereunder with respect to Losses for the conduct of contributionany environmental corrective or remedial action except as: (i) required by applicable Environmental Laws; (ii) reasonably necessary to resolve an unsolicited third-party notice or claim asserting liability or potential liability arising out of an environmental condition in connection with acts, reimbursementevents or circumstances existing or occurring prior to the Closing; or (iii) necessary to address conditions of contamination which exceed standards applicable under Environmental Laws and then only to the extent of such remedial action reasonably necessary to attain compliance in a cost-effective manner with Environmental Laws; resolve such claim in a cost-effective manner or address such conditions in a cost-effect manner, subrogation in each case assuming continued use or indemnity against the Company expansion of such use of a subject property in a commercial or any of its Subsidiariesindustrial capacity. Where permitted by Environmental Laws, Buyer shall employ risk-based standards and institutional controls in connection with any indemnification corrective or remedial action. Seller shall have no obligation to which Seller may become subject or which may be payable out indemnify any of the Indemnification Escrow Account under Buyer Indemnitees or the Company with respect to any environmental corrective or remedial action arising from (A) any conditions of contamination identified through any environmental sampling or analysis, or (B) any report to any Governmental Body, in either case which is not: (i) affirmatively required by Environmental Laws; (ii) required in connection with this Agreementdue diligence requirements of any Person providing the Buyer with financing for the consummation of the transactions contemplated hereby or any refinancing thereof and taking a security interest in any applicable site (after diligent efforts by Buyer to obtain a waiver of any such requirement); (iii) precipitated by Buyer’s reasonable determination as communicated to Seller in writing that an environmental condition exists or likely exists which would present a risk of material harm to human health, violate applicable Environmental Laws or require remediation under any applicable Environmental Laws; (iv) required in connection with any lease arrangement affecting any applicable property; or (v) reasonably necessary in response to an unsolicited third-party claim.

Indemnification of Buyer. (a) From The Stockholders hereby agree to severally and after the Closing (but subject to the terms and conditions of Article IX and Exhibit C of this Agreement), Seller will indemnify, defend not jointly indemnify and hold harmless Buyer (and any after Closing the Company), and each of its Affiliates, the Company and any Subsidiary and their respective officersmembers, managers, partners, directors, employees or agents officers, employees, stockholders, attorneys and agents, permitted assignees and Affiliates (collectively, the “Buyer Indemnitees”) from ), against and against, and will pay to in respect of Losses incurred or sustained by any Buyer Indemnitees the amount of, any and all Losses, whether or not involving Indemnitee as a Third-Party Claim, arising out result of or resulting from, or in connection withwith the following, to the extent they have not already reduced the Purchase Price pursuant to Section 3.6: (i) any breach breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any representation of the representations or warranty made by Seller or warranties of the Company or such Stockholder contained herein or any certificate or other writing delivered pursuant hereto (determined in Article III each case without regard to any qualification with respect to materiality or Article IVMaterial Adverse Effect); (ii) any breach, inaccuracy or nonfulfillment or the failure to pay alleged breach, inaccuracy or nonfulfillment of any Taxes of the covenants of the Company or such Stockholder contained herein or any certificate or other writing delivered pursuant to Section 7.03(a), Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”)hereto; (iii) any failure of Seller Actions by any third parties with respect to perform the Business for any of its covenants or agreements contained in this Agreement requiring performance by Seller after period prior to the Closing (other than Date, to the Tax Payment Covenant)extent any such Action would constitute a breach of a representation or warranty given in Article IV or Article V; (iv) the violation of any claim Laws in connection with or with respect to the operation of the Business prior to the Closing Date, to the extent any such violation would constitute a breach of a representation or warranty given in Article IV or Article V; (v) any Taxes of the Company attributable to any Pre-Closing Period; provided, however, that to the extent that, pursuant to Section 9.4(b) or (c), the amount of Tax shown on the Tax Return as initially filed by the Company differs from the amount of Tax shown on the Tax Return as amended to reflect any determination by the Independent Accountant, any decrease in the amount of Tax shown on such amended Tax Return, to the extent previously paid by the Stockholders pursuant to this Section 11.1, shall be paid by Buyer to the Representative within 10 days of the determination by the Independent Accountant; and provided, further, that the Stockholders’ indemnification obligations under Section 11.1 shall not apply to any amount of decrease in Tax liability in connection with any such amendment to the Tax Return, or any item giving rise to, or resulting in such decrease, unless and until any Taxing Authority assesses any Tax with respect to such item or position; (vi) any claims by any Person for brokerage employee of the Company with respect to any period or finder’s fees event occurring on or commissions or similar payments based upon any agreement made by prior to the Closing Date, to the extent any such Person with claim would constitute a breach of a representation or warranty given in Article IV or Article V; (vii) any Indebtedness (other than the Revenue Bonds and the Interest Rate Swap Transaction, effective April 1, 2008, between the Company and JPMorgan Chase Bank, N.A. related thereto ) of the Company or Selling Expenses not fully paid prior to the Closing or Seller not included in the computation of Purchase Price; and (viii) any breach, or any alleged breach, of Seller’s Affiliates fiduciary duty owed to the Company or the Stockholders in connection with the approval or consummation of the transactions contemplated by this Agreement; (v) any Seller Transaction Expenses or Indebtedness to the extent not included in the calculation of the Purchase Price; or (vi) the matters described on Part C of Exhibit C.. (b) Other than as contemplated The total payments made by all Stockholders to the Buyer Indemnitees pursuant to Section 9.04(e11.1(a) shall not exceed, in the aggregate, the Escrow Amount (the “Indemnifiable Loss Limit”), Seller will except that the Indemnifiable Loss Limit shall not have, and Seller will not assert or exercise (or attempt apply to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out breach of the Indemnification Escrow Account Fundamental Representations or Section 5.29(l) or with respect to any Losses related to or arising under or in connection with Sections 11.1(a)(ii), 11.1(a)(v), 11.1(a)(vii) or 11.1(a)(viii). (c) No Buyer Indemnitee shall be entitled to indemnification pursuant to this AgreementSection 11.1 unless and until the aggregate amount of Losses to all Buyer Indemnitees equals at least $150,000 (the “Basket”), at which time, subject to Section 11.1(b), the Buyer Indemnitees shall be entitled to indemnification for the total amount of such Losses without regard to the Basket; provided, that, the Basket shall not apply to the Fundamental Representations or Section 5.29(l) or with respect to any Losses related to or arising under or in connection with Sections 11.1(a)(ii), 11.1(a)(v), 11.1(a)(vii) and 11.1(a)(viii). (d) The disclosure of any matter or item in any Schedule hereto shall not be deemed to constitute an acknowledgement that any such matter is required to be disclosed. Notwithstanding anything set forth in this Section 11.1, (i) any amounts recovered under Section 8.2(b), and (ii) any Losses incurred by any Buyer Indemnitee arising out of the failure of any Stockholder to perform any covenant or obligation to be performed by him or it at or after the Closing Date, shall not, in any such case, be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectively.

Indemnification of Buyer. (a) From Seller and after the Closing (but subject to the terms Members, jointly and conditions of Article IX and Exhibit C of this Agreement)severally, Seller will indemnify, defend and hold harmless Buyer and any of its Affiliates and Buyer’s and Buyer’s Affiliates’ directors, the Company and any Subsidiary and their respective officers, directorsemployees, employees or agents shareholders, successors, agents, representatives and assigns (collectivelyeach, the a “Buyer IndemniteesIndemnified Party”) from and against, and will pay to Buyer Indemnitees the amount of, against any and all losses, liabilities, and damages, costs and expenses (including reasonable fees and disbursements of counsel) (hereinafter individually, a “Loss” and collectively, “Losses”) which arise out of, whether or not involving a Third-Party Claim, arising out of or resulting result from, or in connection with: relate to (i) any breach or inaccuracy of any representation representation, warranty, covenant or warranty made by Seller or the Company contained in Article III or Article IV; (ii) the failure to pay any Taxes pursuant to Section 7.03(a), Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); (iii) any failure agreement of Seller to perform any of its covenants or agreements and/or the Members contained in this Agreement requiring performance or in any Ancillary Agreement or certificate delivered by Seller after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior to the Closing or Seller or any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement; Member hereunder or (vii) any Excluded Liability. Any indemnification by Seller Transaction Expenses or Indebtedness Members pursuant to this Section 7.2 shall not be required unless and until the extent aggregate amount of all such Losses exceeds $25,000 (the “Threshold Amount”); provided, however, that (x) once such Losses exceed the Threshold Amount, Seller and Members shall indemnify the Buyer Indemnified Parties for all Losses and not included merely for Losses in excess of the Threshold Amount and (y) the foregoing Threshold Amount shall not apply to any Loss owed to a Buyer Indemnified Party arising out of any Excluded Liability. Notwithstanding the foregoing, in no event shall Seller or the Members be liable to any Buyer Indemnified Party for Losses pursuant to this Article VII which, when added to all Losses paid by Seller and Members in the calculation of aggregate exceed $1,000,000. Notwithstanding the Purchase Price; or (vi) the matters described on Part C of Exhibit C. (b) Other than as contemplated by Section 9.04(e)foregoing, Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any Xxxxxxx Xxxxx shall have no indemnification obligation hereunder with respect to which Seller may become subject Losses arising from a breach by Xxxxxx Xxxxxx of Section 6.7 or which may be payable out Section 2.7 hereof and Xxxxxx Xxxxxx shall have no indemnification obligation hereunder with respect to Losses arising from a breach by Xxxxxxx Xxxxx of Section 6.7 or Section 2.7 hereof or the Indemnification Escrow Account under or in connection with this Employment Agreement.

Indemnification of Buyer. (a) From and after the Closing Closing, Buyer, Surviving Corporation and their respective directors, officers, employees, Affiliates, agents, advisors, representatives and assigns (but subject "Buyer Indemnitees") shall be indemnified and held harmless by the holders of ZMP Common Stock on the date hereof out of funds in the Escrow Account and/or the Glendale Escrow Account, as the case may be, available therefor, from and against any and all Losses of any such Person, directly or indirectly, as a result of, or based upon or arising from (1) any untruth or inaccuracy of any of the representations or warranties (except to the terms and conditions extent related to Taxes) made by the Company in Section 3.2 of this Agreement or any of the agreements or covenants (except to the extent related to Taxes) made by the Company in Article IX and Exhibit C IV of this Agreement), Seller will indemnify(2) without duplication, defend and hold harmless Buyer and any of its Affiliates, the Company and any Subsidiary and their respective officers, directors, employees or agents (collectively, the “Buyer Indemnitees”) from and against, and will pay to Buyer Indemnitees the amount of, any and all Losses, whether or not involving a Third-Party Claim, arising out of or resulting from, or in connection with: (ix) any breach of any representation or warranty made by Seller or the Company contained in Article III or Article IV; (ii) the failure covenant to pay any Declared Pre-Closing Income Tax Liability, (y) all Taxes pursuant of the Company or ARA relating to Section 7.03(aPre-Closing Periods and (z) any Straddle Period Liability (collectively "Tax Losses"), Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); (iii3) any failure of Seller to perform any of its covenants or agreements contained amounts described in this Agreement requiring performance by Seller after the Closing (other than the Tax Payment Covenant); Sections 2.8(a)(iii) and (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior to hereof which are not paid on the Closing or Seller or any of Seller’s Affiliates Date from the Purchase Price, (4) Section 1300 Payments and payments required under Section 2.11 in connection with or as a result of the transactions contemplated by this Agreement; (v) any Seller Transaction Expenses or Indebtedness existence of Dissenting Shares at the Closing if and to the extent not included in such Losses or payments exceed the calculation Dissenting Share Amount and (5) any claims or allegations of third parties against any Indemnified Party of any violation or non-compliance with or pursuant to any Environmental Law at the Purchase Price; or (vi) the matters described on Part C of Exhibit C. (b) Other than as contemplated by Glendale Facility. Indemnification under Section 9.04(e7.1(1), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert2), any right of contribution, reimbursement, subrogation or indemnity against (3) and (4) shall be available solely from the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account as provided herein. Indemnification under or in connection with this AgreementSection 7.1(5) shall be available solely from the Glendale Escrow Account and the Escrow Account as provided herein.

Indemnification of Buyer. (a) From Subject to Sections 8.1 and after the Closing (but subject to the terms and conditions of Article IX and Exhibit C of this Agreement), 8.2(e) each Seller will indemnify, defend shall indemnify and hold harmless Buyer and any of its respective Affiliates, the Company and any Subsidiary and their respective officerssuccessors, assigns, directors, employees or officers, employees, and agents (each, a “Buyer Indemnified Party,” and collectively, the “Buyer IndemniteesIndemnified Parties”), on a several basis, from and against any liability, loss, damage, judgment, settlement, cost or expense (including reasonable attorneys’ fees and disbursements and the cost of litigation) (collectively, “Losses”) from and against, and will pay incurred or suffered by any such Buyer Indemnified Party relating to Buyer Indemnitees the amount of, any and all Losses, whether or not involving a Third-Party Claim, arising out of the breach by such Seller of any representation, warranty, covenant or agreement by such Seller contained in this. (b) Subject to Sections 8.1, 8.2(c), 8.2(d) and 8.2(e), CAT shall indemnify and hold harmless the Buyer Indemnified Parties from and against any Losses incurred or suffered by any such Buyer Indemnified Party relating to or arising out of the breach by the Company of any representation, warranty, covenant or agreement by the Company contained in this Agreement and 100% of any Flex Expenses not paid by the Seller Representative pursuant to Article X. Notwithstanding anything in this Agreement to the contrary, no Buyer Indemnified Party shall have any claim for indemnification or otherwise against the Company to the extent arising under this Agreement, and Buyer, on behalf of itself and each Buyer Indemnified Party, hereby waives any claim it or any Buyer Indemnified Party may have against the Company to the extent arising under this Agreement. For the avoidance of doubt, no Buyer Indemnified Party shall be deemed to have incurred any Losses arising out of the breach of any representation, warranty, covenant or agreement by the Company contained in this Agreement (including in respect of Losses incurred by the Company as a result of such breach), and, for purposes of this Article VIII, the Company shall not be deemed to have breached any such representation, warranty, covenant or agreement (or to have incurred any such Losses), if and to the extent that Manheim or CAT, at their option, provides (with Buyer’s consent monetary or other support to the Company that causes the Company not to be in breach of any such representation, warranty, covenant or agreement or compensates the Company for all Losses resulting fromfrom such breach. Buyer acknowledges that Manheim and CAT shall have the right, in each of their sole discretion, to provide such monetary or other support to the Company with Buyer’s prior written consent. (c) Notwithstanding anything in connection with:this Agreement to the contrary, subject to Section 8.2(e), the maximum aggregate amount recoverable by the Buyer Indemnified Parties for claims for indemnification under Section 8.2(b) for breaches of representations and warranties shall be Fifty Million Dollars ($50,000,000) (the “Cap”); provided, however, that, subject to Section 8.2(e), CAT may have liability in excess of the Cap for a claim based upon a breach of the representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.4, and/or 4.10. (d) Except for Losses resulting from a breach of the representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.4, and/or 4.10, the Buyer Indemnified Parties shall be entitled to indemnification pursuant to Section 8.2(b) for breaches of representations and warranties only to the extent the Losses from all such claims for indemnification thereunder exceed, in the aggregate, Five Million Dollars ($5,000,000) (the “Deductible”) and then only for such Losses in excess thereof. (e) Notwithstanding anything to the contrary contained herein, subject to Section 6.5, in no event shall (i) any Seller be obligated to make any payment pursuant to Section 8.2(a) in excess of the amount received by such Seller pursuant to Section 2.2(c) and (ii) CAT be obligated to make any payment pursuant to Sections 8.2(a) and 8.2(b), in the aggregate, in excess of the amount received by CAT pursuant to Section 2.2(c) (in its capacity as a Seller and not as the Seller Representative). (f) For purposes of determining the failure of any representations or warranties to be true and correct for purposes of this Article VIII, the breach of any representation or warranty made by Seller or the Company contained in Article III or Article IV; (ii) the failure to pay any Taxes pursuant to Section 7.03(a), Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); (iii) any failure of Seller to perform any of its covenants or agreements contained and calculating Losses thereunder, any materiality or Company Material Adverse Effect qualifications in the representations, warranties, covenants and agreements (other than such qualifications that describe the contents of a Schedule and other than such qualifications in Section 4.6(b)) shall be disregarded. (g) The right to indemnification or any other remedy based on representations, warranties, covenants and agreements in this Agreement requiring performance shall not be affected by Seller any investigation conducted at any time, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of, or compliance with, any such representation, warranty, covenant or agreement; provided that, notwithstanding the foregoing, any party with actual knowledge of the inaccuracy of, or noncompliance with, any such representation, warranty, covenant or agreement prior to the Closing (other than but not including merely knowledge of the Tax Payment Covenantfacts underlying such breach or noncompliance);, shall be prohibited from bringing a claim hereunder in respect of such inaccuracy or noncompliance. (ivh) The Buyer Indemnified Parties shall be entitled to indemnification for Losses incurred or suffered, or deemed to have been incurred or suffered, by the Company or its Subsidiaries. With respect to any claim by any Person Buyer Indemnified Party pursuant to Section 8.2(b) for brokerage Losses incurred or finder’s fees or commissions or similar payments based upon any agreement made suffered by any such Person with the Company prior to the Closing or Seller or any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement; (v) any Seller Transaction Expenses or Indebtedness to the extent not included in the calculation of the Purchase Price; or (vi) the matters described on Part C of Exhibit C. (b) Other than as contemplated by Section 9.04(e), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, the amount of Losses incurred or suffered, or deemed to have been incurred or suffered, by Buyer shall take into account Buyer’s percentage ownership interest in connection with any indemnification obligation to which Seller may become subject or which may be payable out the equity of the Indemnification Escrow Account under or in connection with this AgreementCompany; provided that Buyer shall be deemed to have suffered Losses equal to 100% of the unpaid Flex Expenses.

Indemnification of Buyer. (a) From and after the Closing (but subject Seller agrees to the terms and conditions of Article IX and Exhibit C of this Agreement), Seller will indemnify, defend indemnify and hold harmless Buyer and any of its Affiliates, the Company and any Subsidiary Affiliates and their respective officers, directors, employees or agents officers and stockholders (collectively, the “"Buyer Indemnitees”) Indemnified Parties"), harmless from and against, and will pay to or reimburse the Buyer Indemnitees the amount ofIndemnified Parties for, any and all Lossesdamages, claims, actions, causes of action, losses, liabilities, deficiencies or expenses, whether or not involving a Thirdresulting from third-Party Claimparty claims (including reasonable attorney's fees) incurred by such Person (collectively referred to herein as "Indemnified Losses"), arising to the extent that they arise out of or resulting from, or in connection withare based upon any of the following: (ia) any breach by Seller of any representation or warranty made by Seller or the Company contained in Article III or Article IV; (ii) the failure to pay any Taxes pursuant to Section 7.03(a), Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); (iii) any failure of Seller to perform any of its covenants or agreements contained in this Agreement requiring performance by Seller after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior to the Closing or Seller or any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement; (vb) any breach by Seller of any covenant or agreement contained in this Agreement; (c) any Seller Transaction Expenses Retained Liabilities; (d) any Permitted Encumbrance which arose during or Indebtedness related to any period prior to the extent not included Closing Date; (e) any claim that (i) the Assets or any part thereof infringes the Intellectual Property Rights of any Person or constitutes an unlawful disclosure, use or misappropriation of another Person's trade secrets; or (ii) Buyer's use of the Assets in the calculation operation of the Purchase PriceBusiness infringes, misappropriates or otherwise wrongfully uses the Intellectual Property Rights of any third party, unless such claim: (A) is based solely upon modifications made by Buyer to the Acquired Intellectual Property or to products currently or previously marketed or sold by Seller ("Seller's Products") and (B) without such modifications made by Buyer to the Acquired Intellectual Property or Seller's Products, Buyer's use of the Assets in the operation of the Business would not otherwise have infringed, misappropriated or otherwise wrongfully used such Intellectual Property Rights of such third party; or (iii) the marketing or sale of Covered Products (including any products that fall within Class 5 and/or Class 32 of the International Schedule of Classes of Goods and Services) bearing the ACCELERADE or ENDUROX trademarks, infringes the trademark rights of any third party; (f) any Taxes for which Seller is liable pursuant to Section 5.4; or (vig) any product liability or similar claim based on or relating to the matters described Assets to the extent that such claim arises with respect to events or occurrences that took place on Part C or prior to the Closing Date. Notwithstanding the foregoing, the right of Exhibit C. the Buyer Indemnified Parties to be indemnified pursuant to paragraph (ba) Other than as contemplated by Section 9.04(eabove for breaches of representations or warranties shall not arise unless and until the aggregate amount of Indemnified Losses for which it is entitled to indemnification pursuant to such paragraph equals or exceeds $[40,000]* (the "Basket Amount"), in which case Seller will shall provide indemnification for the full amount of such Indemnified Losses, including the Basket Amount; provided, however, that none of such limitations shall limit or otherwise affect any Buyer Indemnified Party's right to be indemnified pursuant to paragraphs (b)-(g) above. Buyer may set off any amount that Seller is obligated to pay Buyer hereunder (including any amount owed by Seller under this Article IX) against any Royalty Payments that Buyer is obligated to pay Seller under this Agreement, provided that the amount that Seller is obligated to pay Buyer hereunder has been agreed by the parties or resolved by formal arbitrative or judicial process; provided further, that to the extent an amount that Buyer would otherwise set off against a Royalty Payment has not haveyet been agreed by the parties or resolved by formal arbitrative or judicial process, and Seller will not assert or exercise (or attempt Buyer may deposit the amount that it would otherwise be entitled to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity set off against the Company Royalty Payment into an interest-bearing escrow account at an independent escrow agent pending final agreement or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this Agreementresolution.

Indemnification of Buyer. (a) From and after the Closing (but subject to the terms and conditions of Article IX and Exhibit C of this Agreement), Seller will indemnify, defend and hold harmless Buyer and any of its Affiliates, the Company and any Subsidiary affiliates and their respective directors, managers, officers, directorsemployees, employees or owners, members and agents (collectively, the “Buyer IndemniteesIndemnified Parties”) harmless from and against, and will pay to Buyer Indemnitees the amount of, any and all Liabilities, obligations, claims, contingencies, damages, costs and expenses, including all court costs, litigation expenses and reasonable attorneys’ fees (collectively, “Losses, whether ”) that any Buyer Indemnified Party may suffer or not involving incur as a Third-Party Claim, arising out result of or resulting from, or in connection withrelating to: (ia) any the breach of any representation or warranty made by Seller in this Agreement or the Company contained in Article III pursuant hereto or Article IVany allegation by a third party that, if true, would constitute such a breach; (iib) the failure to pay breach of any Taxes pursuant to Section 7.03(a), Section 7.03(e), covenant or Section 7.03(i) (the “Tax Payment Covenants”); (iii) any failure of agreement made by Seller to perform any of its covenants or agreements contained in this Agreement requiring performance by Seller after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior to the Closing or Seller pursuant hereto or any of Seller’s Affiliates in connection with the transactions contemplated allegation by this Agreement; (v) any Seller Transaction Expenses or Indebtedness to the extent not included in the calculation of the Purchase Pricea third party that, if true, would constitute such a breach; or (vic) any Liability of Seller, known or unknown, other than the Assumed Liabilities, including any Litigation or other third person claims relating to or arising from ownership of the Assets and/or from the activities and operations of Seller’s business with respect to any period (or portion thereof) occurring on or prior to the Closing; provided, that except with respect to (i) the matters described on Part C of Exhibit C. (b) Other than as contemplated by Section 9.04(e), Seller will not have, and Seller will not assert breach or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out alleged breach of the Indemnification Escrow Account under representations and warranties set forth in Section 3.2 (Authorization) or (ii) any fraud or intentional or criminal misconduct by Seller in connection with this Agreement, the documents executed in connection herewith or the transactions contemplated hereby, for which no such limitation shall apply, the maximum aggregate liability for which the Buyer Indemnified Parties will be entitled to indemnification under this Section 8.1 shall be $3,000,000, which includes (1) one-hundred percent (100%) of the aggregate Losses up to $1,000,000 and (2) fifty percent (50%) of the aggregate Losses greater than $1,000,000 up to $5,000,000.

Indemnification of Buyer. (a) From and after the Closing (but subject to the terms and conditions of this Article IX and Exhibit C of this AgreementVII), the Buyer Indemnitees (as defined below) will be indemnified by Seller will indemnify, defend and hold harmless in respect of any Losses suffered or incurred by Buyer and or any of its Affiliates, the Company and any Subsidiary and their respective officers, directors, employees or agents (collectively, the “Buyer Indemnitees”) from and against, and will pay to Buyer Indemnitees the amount of, any and all Losses, whether or not involving a Third-Party Claimbased upon, arising out of or resulting fromof, with respect to, or in connection with: by reason of (i) any a breach of any representation or warranty made by of Seller or the Company contained in Article III and Article IV of this Agreement, (ii) the Outstanding Litigation based upon, arising out of, with respect to, or Article IVby reason of any acts or omissions of Company Group before the Closing Date (the “Outstanding Litigation Indemnification”), (iii) any breach of any covenant of Seller contained in this Agreement or any Transaction Document, or (iv) any violation by the Company before the Closing Date of the mineral rights of the Mineral Owner on the Mineral Owner Property. (b) Notwithstanding anything to the contrary set forth in this Agreement, even if a Buyer Indemnitee would otherwise be entitled to recover a Loss pursuant to this Agreement: (i) no Buyer Indemnitees will be entitled to any indemnification for a Loss hereunder relating to a breach of any representation or warranty of the Company or Seller if, with respect to any individual item of Loss, such item is less than $5,000 (“Minor Claim”); provided however, that the Minor Claim will not apply to Losses resulting from breaches of the Fundamental Representations of the Company or Seller; (ii) no Buyer Indemnitees will be entitled to any indemnification hereunder unless the failure aggregate of all Losses (excluding Minor Claims) relating to pay a breach of any Taxes pursuant representation or warranty of Seller contained in this Agreement would exceed on a cumulative basis an amount equal to Section 7.03(a), Section 7.03(e), or Section 7.03(i) $100,000 (the “Tax Payment CovenantsDeductible”), and then only to the extent such Losses exceed the Deductible; provided that the Deductible will not apply to Losses resulting from breaches of the Fundamental Representations of the Company or Seller; (iii) any failure the maximum aggregate liability of Seller to perform Buyer Indemnitees taken together for all Losses for breaches of any representation or warranty of its covenants or agreements Seller contained in this Agreement requiring performance shall not exceed $700,000 (the “Cap”); provided that the Cap will not apply to Losses resulting from breaches of the Fundamental Representations of the Company or Seller; and (iv) the maximum aggregate liability of Seller to Buyer Indemnitees taken together for all Losses of the Company or Seller contained in this Agreement shall not, except in the case of (A) fraud, (B) the matters covered in Section 7.09, (C) the Outstanding Litigation Indemnification and (D) the matters covered by Seller Section 7.02(a)(iv) (collectively, the “Uncapped Matters”), exceed the Purchase Price (the “Aggregate Cap”). (c) From and after the Closing (other than but subject to the Tax Payment Covenantterms and conditions of this Article VII);, any indemnification of the Buyer Indemnitees for which Seller is liable hereunder will be effected by a payment made by Seller to Buyer. (ivd) Notwithstanding any other provision of this Agreement to the contrary, Seller will have no obligation to indemnify any of the Buyer Indemnitees from and against any Taxes of any Person (i) for any Post-Closing Tax Period (or any other Losses directly related to any such Taxes), or (ii) that are attributable to (A) any claim transaction by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior to occurring on the Closing Date or Seller after the Closing, (B) any taxable income or any of Seller’s Affiliates in connection with gain recognized by the Company that is attributable to the transactions contemplated by this Agreement;Agreement (including, without limitation, the manner in which Buyer finances such transactions), or (C) any breach of Section 7.09(b) or Section 7.09(e). (ve) any Seller Transaction Expenses or Indebtedness All payments under this Section 7.02 will be treated by the parties as an adjustment to the extent not included in the calculation of the Purchase Price; or (vi) the matters described on Part C of Exhibit C. (b) Other than as contemplated proceeds received by Section 9.04(e), Seller will not have, and Seller will not assert or exercise (or attempt pursuant to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this Agreement.Article I.

Indemnification of Buyer. (a) From and after the Closing (but subject Subject to the terms and conditions provisions of Article IX and Exhibit C of this Agreement)Section 7.1, Seller will indemnifyand the Shareholder shall, defend jointly and severally, indemnify and hold harmless Buyer and any of its Affiliates, the Company and any Subsidiary Affiliates and their respective directors, officers, directors, employees or and agents (collectively, the “Buyer Indemnitees”) harmless from and against: Any loss, and will pay to Buyer Indemnitees the amount ofliability, any and all Losses, whether claim or not involving a Third-Party Claim, damage (A) arising out of or related to the Excluded Assets or Retained Liabilities, (B) resulting fromfrom the breach (or any third party claim that, or in connection with: (iif true, would constitute a breach) any breach of any representation or warranty made warranty, or any misrepresentation by Seller or the Company contained Shareholder set forth in Article III this Agreement or Article IV; the Transaction Documents or (iiC) any breach (or any third party claim that, if true, would constitute a breach) of any covenant of Seller or the failure Shareholder set forth in this Agreement or the Transaction Documents, in any case whether or not arising out of any claim from any third party; and Any cost or expense, including reasonable attorneys’ fees and expenses (except when Seller and/or the Shareholder are defending the claim in accordance with Section 7.3), of the Buyer Indemnitees incident to pay any Taxes a loss, liability, claim or damage for which the Buyer Indemnitees are indemnified pursuant to Section 7.03(a7.2(a)(i), in any case whether or not arising out of any claim from any third party. Notwithstanding the foregoing, Seller and the Shareholder shall not be liable under clause (B) of Section 7.2(a)(i) above until the aggregate amount of losses, liabilities, claims, damages, costs and expenses incurred by Buyer exceeds US $_________, in which case Buyer shall be entitled to recover the full amount of such losses, liabilities, claims, damages, costs and expenses from dollar one; provided, however, that this US $_________ threshold shall not apply to representations and warranties made pursuant to Section 4.1(a) (Organization and Standing), Section 7.03(e4.1(b) (Authority), or Section 7.03(i4.1(k) (the “Tax Payment Covenants”Taxes) and 4.1(m) (Title); (iii) any failure of Seller to perform any of its covenants or agreements contained in this Agreement requiring performance by Seller after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior . Notwithstanding anything herein to the Closing or contrary, the aggregate amount of losses, liabilities, claims, damages, costs and expenses that Seller or any and the Shareholder shall be liable for under clause (B) of Seller’s Affiliates in connection with the transactions contemplated by this Agreement; (vSection 7.2(a)(i) any Seller Transaction Expenses or Indebtedness to the extent above shall not included in the calculation of exceed the Purchase Price; or (vi) the matters described on Part C of Exhibit C. (b) Other than as contemplated by Section 9.04(e), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this Agreement.

Indemnification of Buyer. (a) From and after the Closing (but Date and subject to the terms and conditions of Article IX and Exhibit C of this Agreement)Section 9.01, Seller will indemnify, defend and hold harmless Buyer and any of its Affiliates, the Company and any Subsidiary and their respective officers, directors, employees or agents Affiliates (collectively, the “"Buyer Indemnitees”") from shall each be indemnified and against, and will pay held harmless to Buyer Indemnitees the amount of, extent set forth in this Article IX by Seller in respect of any and all LossesDamages actually incurred by any Buyer Indemnitee: (a) as a result of any misrepresentation in or breach of or failure to perform any representation, whether 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 involving 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 Third-Party Claimmaximum 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, or in connection with: (i) any breach of any representation or warranty made by Seller or the Company contained in Article III or Article IV; (ii) the failure to pay any Taxes pursuant to Section 7.03(a), Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”); (iii) any failure of Seller to perform any of its covenants or agreements contained in this Agreement requiring performance by Seller after the Closing (other than the Tax Payment Covenant); (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior to the Closing or Seller or any of Seller’s Affiliates in connection with the transactions contemplated litigation described in SCHEDULE 9.01(C) or by this Agreement; (v) any Seller Transaction Expenses or Indebtedness to the extent not included in the calculation among one or more of the Purchase Price; or (vi) parties to such litigation identified therein or arising out of the facts giving rise to the matters described on Part C of Exhibit C. (b) Other than as contemplated by Section 9.04(e), Seller will not havetherein, and Seller will not assert or exercise (or attempt all counter-claims, cross-claims and other actions relating thereto. Any indemnity arising with respect to exercise or assert), any right Taxes shall be governed by the provisions of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this AgreementArticle XI below.