Common use of Indemnification of Parent Clause in Contracts

Indemnification of Parent. SLG, SLGOP and Manager Corp, jointly and severally, shall indemnify and hold harmless Parent and its Subsidiaries (including the Operating Partnership) and their respective successors and the respective shareholders, members, partners, officers, directors, managers, employees and agents of each such indemnified Person (collectively, the “Parent Indemnified Parties”) from and against any and all Losses that may be asserted against, or paid, suffered or incurred by any Parent Indemnified Party (whether or not due to third party claims) that, directly or indirectly, arise out of, result from, are based upon or relate to: (a) any inaccuracy in or any breach of, as of the Closing Date (except any representations and warranties that expressly speak as of a specified date or time, in which case only as of such specified date or time), any representation or warranty made by SLGOP or Manager Corp in this Agreement; provided, however, that if any such representation and warranty is qualified in any respect by materiality, Manager Material Adverse Effect or SLG Material Adverse Effect, for purposes of this clause (a) such materiality, Manager Material Adverse Effect or SLG Material Adverse Effect qualification will in all respects be ignored; (b) any failure by SLG, SLGOP or Manager Corp to duly and timely perform or fulfill any of its covenants or agreements required to be performed by it under this Agreement; (c) any acts or omissions performed or not performed by Manager prior to the Closing in its capacity as “Manager” under the Management Agreement, to the extent any such acts or omissions performed or not performed constituted willful misconduct, gross negligence, or fraud in connection with the exercise of the Manager’s duties under the Management Agreement (it being understood that in the event of a conflict between the terms and provisions of this Agreement and the Management Agreement in respect of the foregoing, the terms and provisions of this Agreement shall govern and control); and (d) any claims made by any of the individuals party to the agreements set forth on Schedule 7.2(d) with respect to the subject matter covered by those agreements. Notwithstanding anything in this Agreement to the contrary, the parties agree that none of SLG, SLGOP or Manager Corp shall be liable or responsible under this Section 7.2 or otherwise for Losses of the Manager or Parent arising out of, resulting from, based upon or relating to the matters set forth on Schedule 7.2.

Indemnification of Parent. SLGFrom and after the Closing, SLGOP and Manager Corpthe Holders shall indemnify, jointly and severally, shall indemnify defend and hold harmless Parent and its Subsidiaries (Parent’s Affiliates, including the Operating Partnership) Surviving Corporation, and their respective successors and the respective shareholders, members, partnersdirectors, officers, directors, managers, employees and agents of each such indemnified Person Affiliates (collectively, the “Parent Indemnified PartiesIndemnitees”) from and against any and all Losses that may be asserted against, Damages suffered or paid, suffered or incurred by any Parent Indemnified Party (whether or not due to third party claims) that, directly or indirectly, arise as a result or arising out of, result from, are based upon or relate to: : (ai) any inaccuracy in or any misrepresentation or breach of, as of the Closing Date (except any representations and warranties that expressly speak as of a specified date or time, in which case only as of such specified date or time), any representation or warranty made as of the date hereof or deemed made as of the Closing by SLGOP the Company in this Agreement or Manager Corp any certificate delivered pursuant to this Agreement, (including the certificate delivered pursuant to Section 8.2(a)(v) (“Warranty Losses”); (ii) any breach of any covenant made by the Company in this Agreement; provided, however, that if any which such representation and warranty is qualified in any respect by materiality, Manager Material Adverse Effect or SLG Material Adverse Effect, for purposes covenant of this clause (a) such materiality, Manager Material Adverse Effect or SLG Material Adverse Effect qualification will in all respects be ignored; (b) any failure by SLG, SLGOP or Manager Corp to duly and timely perform or fulfill any of its covenants or agreements required to be performed by it under this Agreement; (c) any acts or omissions performed or not performed by Manager the Company requires performance prior to the Closing or any breach of any covenant of the Stakeholder Representative; (iii) any Dissenting Share Payments; (iv) any claim or action by Persons who are or were holders of any securities of the Company, in its capacity their capacities as “Manager” under such, arising out of facts or circumstances existing on or prior to the Management Closing (including claims or actions arising out of the authorization, execution and delivery of this Agreement, the performance by the Company of its obligations hereunder or the consummation of the transactions contemplated hereby); or (v) any claim as provided in Section 9.10. Any such obligation of a Holder shall be for his, her or its Pro Rata Share of the amount of any Damages that may be collected hereunder, which shall be collected from the Escrow Account and, solely for Direct Recourse Damages, from the Holder in accordance with Section 9.6; provided that in no event shall any Holder be liable pursuant to this Section 9.2(a) (other than (x) pursuant to Section 9.2(a)(v), (y) in the case of fraud or Willful Misconduct or (z) as arising under Section 11.12) for Damages in excess of the sum of (x) the aggregate Closing Cash Per Share Consideration, (y) the aggregate amount of Distributions and (z) the aggregate Award Payments, in each case, that such Holder is entitled to receive pursuant to the extent any such acts or omissions performed or not performed constituted willful misconduct, gross negligence, or fraud in connection with the exercise of the Manager’s duties under the Management Agreement (it being understood that in the event of a conflict between the terms and provisions of this Agreement and the Management Agreement in respect of the foregoing, the terms and provisions of this Agreement shall govern and control); and (d) any claims made by any of the individuals party to the agreements set forth on Schedule 7.2(d) with respect to the subject matter covered by those agreements. Notwithstanding anything in this Agreement to the contrary, the parties agree that none of SLG, SLGOP or Manager Corp shall be liable or responsible under this Section 7.2 or otherwise for Losses of the Manager or Parent arising out of, resulting from, based upon or relating to the matters set forth on Schedule 7.2Agreement.

Indemnification of Parent. SLGFrom and after the Closing, SLGOP and Manager Corpeach of AudioCodes, jointly and severally, shall indemnify and hold harmless Parent and its Subsidiaries their Affiliates (including including, from and after the Operating PartnershipClosing, the Surviving Corporation) (each, a “Parent Indemnified Party”) shall be entitled to be indemnified and their respective successors and held harmless from the respective shareholders, members, partners, officers, directors, managers, employees and agents of each such indemnified Person Escrow Fund (collectivelyas defined in the Escrow Agreement, the “Parent Indemnified PartiesEscrow Fund”) from and against any and all Losses that may be asserted against, or paid, suffered or incurred by any such Parent Indemnified Party (whether or not due to third party claims) thatParty, directly or indirectly, arise out of, result arising from, are based upon relating to or relate to: otherwise in connection with: (a) any inaccuracy in or any breach ofbreach, as of the Closing Date (except any representations and warranties that expressly speak date of this Agreement or as of a specified date or timethe Closing Date, in which case only as of such specified date or time), any representation or warranty made of the Company contained in this Agreement or in any of the certificates furnished by SLGOP the Company pursuant to this Agreement; (b) any breach or Manager Corp failure to perform any covenant or agreement of the Company contained in this Agreement; (c) any failure of any Selling Stockholder to have good, valid and marketable title, free and clear of all Liens, to the Capital Stock of the Company issued in the name of such Selling Stockholder and issued and outstanding immediately prior to the Effective Time; (d) any claim by a stockholder or former stockholder of the Company, or by any other Person, seeking to assert, or based upon: (i) ownership or rights to ownership of any shares of stock of the Company; (ii) any right of a stockholder of the Company (other than the right to receive the Closing Merger Consideration), including any option, preemptive right or right to notice or to vote; (iii) any right under the Certificate of Incorporation or By-laws of the Company; or (iv) any claim that its shares were wrongfully repurchased by the Company; (e) the following payments: (i) the excess of the sum of (A) the Banking Fees and Excess Employee Severance Costs over (B) $1,400,000; and (ii) the amount of any Excess Bonus Costs; provided, that no indemnification shall be available to the extent such excess or amount, or any portion thereof, has previously resulted in a reduction of the Purchase Price; (f) any Losses incurred by the Company or any of its Subsidiaries, other than the Subsidiary referenced in Section 3.16(iv) of the Disclosure Schedule, in excess of $200,000, resulting from or relating to the legal proceedings described in Section 3.16(iv) of the Disclosure Schedule; (g) any Losses incurred by the Company or any of its Subsidiaries, in excess of $200,000, resulting from or relating to the matter referenced in Section 3.16(iii) of the Disclosure Schedule; (h) any Losses incurred by the Company or any of its Subsidiaries resulting from or relating to the matter referenced in Section 3.16(i) of the Disclosure Schedule; (i) any Losses incurred by the Company or any of its Subsidiaries resulting from or relating to the claims referenced in Section 3.16(ii) of the Disclosure Schedule; and (j) any Losses incurred by the Company or any of its Subsidiaries resulting from or relating to the matter referenced in Section 3.16(vi) of the Disclosure Schedule; provided, however, that if any such representation and warranty is qualified in any respect by materiality, Manager Material Adverse Effect or SLG Material Adverse Effect, for purposes of this clause no Parent Indemnified Party shall be entitled to be indemnified pursuant to clauses (a) such materiality), Manager Material Adverse Effect or SLG Material Adverse Effect qualification will in all respects be ignored; (b) any failure by SLG, SLGOP or Manager Corp to duly and timely perform or fulfill any of its covenants or agreements required to be performed by it under this Agreement; (c) any acts or omissions performed or not performed by Manager prior to the Closing in its capacity as “Manager” under the Management Agreement, to the extent any such acts or omissions performed or not performed constituted willful misconduct, gross negligence, or fraud in connection with the exercise of the Manager’s duties under the Management Agreement (it being understood that in the event of a conflict between the terms and provisions of this Agreement and the Management Agreement in respect of the foregoing, the terms and provisions of this Agreement shall govern and control); and (d) any claims made by any above unless the aggregate of all Losses for which Parent Indemnified Parties would, but for this proviso, be liable exceeds on a cumulative basis $450,000 (the “Seller Indemnity Threshold”), at which point each Parent Indemnified Party shall be entitled to be indemnified for the aggregate Losses and not just amounts in excess of the individuals party Seller Indemnity Threshold (except that the foregoing proviso shall not apply to any breach of the representations and warranties set forth in Sections 3.17 and 3.24, the Consideration Certificate or to any act of fraud). Other than the involvement of the Sellers’ Representative pursuant to the agreements set forth on Schedule 7.2(d) with respect to the subject matter covered by those agreements. Notwithstanding anything in this Agreement to the contraryEscrow Agreement, the parties agree that none consent of SLG, SLGOP or Manager Corp any particular Seller shall not be liable or responsible required in order for Parent to be indemnified under this Section 7.2 or otherwise for Losses of the Manager or Parent arising out of, resulting from, based upon or relating to the matters set forth on Schedule 7.2Article 8.

Indemnification of Parent. SLG(a) From and after the Closing (but subject to the terms and conditions of this Article 8), SLGOP and Manager Corpthe Holders shall, jointly and severally, shall in accordance with each Holder’s Indemnification Percentage, indemnify and hold the Parent Indemnitees (as defined below) harmless from and against, and pay to the applicable Parent Indemnitees the amount of, any and its Subsidiaries all losses, liabilities, claims, suits, actions, obligations, deficiencies, demands, awards, judgments, damages, interest, fines, penalties, costs and expenses (including the Operating Partnershipcosts of investigation and defense and attorneys’ and other professionals’ fees and expenses) whether or not involving a Third Party Claim (hereinafter individually a “Loss” and collectively “Losses”) suffered or incurred by Parent, its Affiliates or any of their respective successors and the respective shareholders, members, partners, officers, directors, managers, employees employees, stockholders, members, partners, agents, representatives or successors and agents assigns (the “Parent Indemnitees”) attributable to, or arising or resulting from (i) any breach of any representation or warranty of the Company contained in Article 3 of this Agreement, (ii) any breach of any covenant of the Company contained in this Agreement, (iii) any proceeding in respect of any Dissenting Shares and any payments to any Person that was a holder of Company Capital Stock immediately prior to the Effective Time in respect of such Person’s Dissenting Shares, to the extent that such payments exceed the portion of the Final Aggregate Merger Consideration to which such Person would have been entitled pursuant to this Agreement in respect of such Dissenting Shares if such Person had not exercised appraisal or dissenting rights in respect thereof, (iv) any Holder Transaction Expenses or Indebtedness that were not taken into account in the determination of the Final Aggregate Merger Consideration; (v) any amounts that are required to be repaid under any Government Grant set forth on the Government Grants Schedule received by the Company prior to the Closing to the extent arising from any action or omission by the Company prior to the Closing; (vi) any claim by any individual set forth on Schedule 5.10 alleging that such individual owns any of the Intellectual Property of the Company to the extent such claim could not have been successfully asserted had such individual signed an Invention Assignment Agreement in the form attached hereto as Exhibit F on or prior to the Closing; (vii) if the Company has elected to fund the Additional Escrow, any amounts that are required to be repaid under any Government Grant set forth on the Government Grants Schedule received by the Company prior to the Closing to the extent arising from the termination of such a Government Grant as a result of the failure to obtain a consent set forth on Schedule 2.02(e)(viii) and (viii) the indemnification matters set forth on Schedule 8.02(a)(viii). (b) Notwithstanding anything to the contrary set forth in this Agreement, each Parent Indemnitee’s right to recover a Loss pursuant to this Agreement shall be limited as follows: (i) no Parent Indemnitee shall be entitled to any indemnification under Section 8.02(a)(i) for any individual item unless the Loss relating to such indemnified Person claim, (or series of claims arising from the same or substantially similar facts or circumstances) is more than $10,000; (ii) subject to Section 8.02(b)(iv), no Parent Indemnitee shall be entitled to any indemnification hereunder unless the aggregate of all Losses relating to all breaches of such representations, warranties and covenants would exceed on a cumulative basis an amount equal to $500,000 (the “Deductible”), and then only to the extent such Losses exceed the Deductible; (iii) subject to Section 8.02(b)(v), the aggregate indemnification of the Parent Indemnitees hereunder shall not exceed an amount equal to $20,000,000 (the “Cap”); (iv) the Deductible shall not apply to Losses arising out of (A) the breach of any Company Fundamental Representation, (B) the breach of the representations and warranties contained in Section 3.09 (Tax Matters), (C) the matters that are subject to indemnification under clauses (iv), (v), (vi) or (vii) of Section 8.02(a) or (D) fraud; (v) the Cap shall not apply to Losses arising out of (A) the breach of any Company Fundamental Representations or (B) fraud (collectively, the “Parent Indemnified PartiesUncapped Obligations”); and (vi) the indemnification obligation of each Holder with respect to any Loss hereunder shall not exceed an amount equal to (A) such Holder’s Indemnification Percentage, multiplied by (B) the amount of such Loss. (c) Notwithstanding anything to the contrary set forth in this Agreement or otherwise, from and after the Closing (but subject to the terms and conditions of this Article 8), any indemnification of the Parent Indemnitees for which the Holders are liable hereunder shall be effected first, until the Indemnity Escrow Funds are exhausted, solely and exclusively by a payment made from the Indemnity Escrow Funds in accordance with the terms of the Escrow Agreement, and, only after the Indemnity Escrow Funds have been exhausted (but, for the avoidance of doubt, subject to the Cap, if applicable), by setoff against the payment obligations with respect to the 2013 Earnout Amount and the 2014 Earnout Amounts, if any, except that (i) for Uncapped Obligations, Parent shall only be obligated to use setoff against the Earnout Amount payment obligations to the extent that such payments are then due and payable and may otherwise proceed directly against a Holder, subject to the last sentence of this Section 8.02(c) and Section 8.02(b)(vi) and (ii) indemnification obligations pursuant to Section 8.02(a)(vii) are subject to the limitations set forth in Section 8.02(i). For the avoidance of doubt, notwithstanding anything to the contrary contained in this Article 8, the Parent Indemnitees’ sole and exclusive source of indemnification (other than with respect to indemnification for Losses arising out of the Uncapped Obligations) shall be by making a claim against the Escrow Fund or seeking setoff hereunder and no Parent Indemnitee may seek to collect payment directly from any Holder or the Representative for any Loss hereunder. In no event shall any Holder’s liability for any indemnification claims hereunder exceed the amount such Holder actually received pursuant to this Agreement (including the value of any Parent Shares received, with any such value determined based on the Parent Trading Price). (d) The parties hereto acknowledge and agree that the Representative (solely in its capacity as the Representative) is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, the parties hereto acknowledge and agree that Representative shall have no liability to, and shall not be liable for any Losses of, any party hereto or to any Parent Indemnitee in connection with any obligations of the Representative under this Agreement or the Escrow Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses are a result of gross negligence or willful misconduct by the Representative in connection with the performance of its obligations hereunder or under the Escrow Agreement. (e) Except as provided in the last sentence of this Section 8.02(e), no claim shall be brought or maintained by any party or any of their respective Subsidiaries or their respective Affiliates or their respective successors or permitted assigns against any and all Losses that may be asserted againstofficer, director, employee (present or former) or Affiliate of the Company, Representative or any Holder, or paidany Affiliate of any of the above, suffered as applicable (each of whom is deemed a third-party beneficiary of this Section 8.02(e)), which is not otherwise expressly identified as a party hereto, and no recourse shall be brought or incurred granted against any of them, by any Parent Indemnified Party (whether virtue of or not due to third party claims) that, directly or indirectly, arise out of, result from, are based upon any alleged misrepresentation or relate to: (a) any inaccuracy in or breach of any of the representations, warranties or covenants of any party hereto set forth or contained in this Agreement or any exhibit or schedule hereto or any certificate delivered hereunder. Notwithstanding any provision herein to the contrary, (i) Parent will be entitled to bring a claim for indemnification directly against a Holder under Section 8.02(b)(i) for any breach of, as of the Closing Date (except any representations and warranties that expressly speak as of a specified date Company Fundamental Representation, subject to the last sentence of Section 8.02(c) hereof and Section 8.02(b)(vi) and (ii) Parent will be entitled to pursue any claim directly against a Holder under a Letter of Transmittal, Option Cancellation Agreement, Accredited Investor Questionnaire or timeLock-Up Agreement (each, a “Holder Agreement”), but only against the executing Holder, in which case only as of such specified date or time), any representation or warranty made by SLGOP or Manager Corp in this Agreement; provided, however, that if any such representation and warranty is qualified in any respect by materiality, Manager Material Adverse Effect or SLG Material Adverse Effect, for purposes of this clause (ay) such materiality, Manager Material Adverse Effect or SLG Material Adverse Effect qualification will in all respects be ignored; (b) any failure by SLG, SLGOP or Manager Corp to duly and timely perform or fulfill any of its covenants or agreements required to be performed by it under this Agreement; (c) any acts or omissions performed or not performed by Manager prior to the Closing in its capacity as “Manager” under the Management Agreement, to the extent any such acts or omissions performed or not performed constituted willful misconduct, gross negligence, or fraud in connection with the exercise none of the Manager’s duties under the Management Agreement limitations set forth herein (it being understood that other than those set forth in the event last sentence of a conflict between the terms and provisions of this Agreement and the Management Agreement in 8.02(c)) will apply with respect of the foregoing, the terms and provisions of this Agreement shall govern and control); to such claim and (d) any claims made by any of the individuals party to the agreements set forth on Schedule 7.2(dz) with respect to any claim arising under any Holder Agreement, the subject matter covered by those agreements. limitations set forth therein shall apply. (f) Notwithstanding anything in any other provision of this Agreement to the contrary, Holders shall have no obligation to indemnify any of the parties agree Parent Indemnitees from and against any Taxes of any Person (i) that none are attributable to any Buyer Tax Act or (ii) to the extent of SLG, SLGOP or Manager Corp shall be liable or responsible the amount of such Tax that is specifically accrued as a liability and reflected in Net Working Capital. (g) All payments under this Section 7.2 or otherwise for 8.02 shall be treated by the parties as an adjustment to the proceeds received by Holders pursuant to Article 1, to the extent permitted by applicable Law. (h) If the Parent Indemnitees set off any Losses against the payment of the Manager 2013 Earnout Amount or any 2014 Earnout Amount and any claim for such Losses (or any portion thereof) is later found not to be indemnifiable hereunder, Parent arising out of, resulting from, based upon or relating shall pay to the matters set forth on Schedule 7.2Paying Agent an amount in cash sufficient to pay the Holders, in accordance with their Proportionate Share, an aggregate amount equal to the portion of such amount found not to be indemnifiable, plus interest thereon, from the date such payment was to be made pursuant to Section 1.10, at a rate of six percent (6.0%) per annum. (i) Notwithstanding any other provision of this Agreement to the contrary, all claims pursuant to Section 8.02(a)(vii) shall be satisfied solely from the Additional Escrow and such claims shall be disregarded for purposes of calculating whether the Deductible or Cap have been satisfied or reached.

Indemnification of Parent. SLGSubject to the limitations in this Section 7.1, SLGOP from and Manager Corpafter the Closing, jointly each Company Stockholder and each Company Option Holder (each, a “Company Indemnifying Party”), each of whom shall be severally, and not jointly, liable only to the extent of each Company Indemnifying Party’s pro rata interest in the Escrow Amount shall indemnify and hold harmless Parent and its Subsidiaries (including the Operating Partnership) Parent, Merger Sub, the Surviving Corporation and their respective successors and the respective shareholders, members, partnersAffiliates, officers, directors, managersemployees, employees stockholders, agents and agents of representatives (each such indemnified Person (a “Parent Indemnitee” and collectively, the “Parent Indemnified PartiesIndemnitees”) from and against any loss, Liability, fine, penalty, deficiency, damage or expense (including reasonable outside legal and all Losses accounting, and outside professional services expenses and costs, but excluding consequential, punitive, indirect, exemplary damages or any damages measured by lost profits or a multiple of earnings) (each a “Loss” or collectively, “Losses”) that may be asserted against, or paid, suffered or incurred by any Parent Indemnified Party Indemnitee suffers, sustains or becomes subject to as a result of: (whether or not due to third party claims) that, directly or indirectly, arise out of, result from, are based upon or relate to: (aA) any inaccuracy in or any breach of, as by the Company of the Closing Date (except any representations and warranties that expressly speak as of a specified date or time, in which case only as of such specified date or time), any representation or warranty made contained in Article IV of this Agreement; (B) any breach by SLGOP the Company or Manager Corp the Stockholder Representative of any covenant or agreement contained in this Agreement; provided, however, that if ; (C) any such representation and warranty is qualified in breach by the Stockholder Representative of any respect by materiality, Manager Material Adverse Effect of its obligations to the Company Stockholders or SLG Material Adverse Effect, for purposes of this clause Company Option Holders; (a) such materiality, Manager Material Adverse Effect or SLG Material Adverse Effect qualification will in all respects be ignored; (bD) any failure by SLG, SLGOP or Manager Corp to duly and timely perform or fulfill any of its covenants or agreements required to be performed by it under this Agreement; (c) any acts or omissions performed or not performed by Manager prior to the Closing in its capacity as “Manager” under the Management Agreementpay, to the extent not reserved for on the Closing Balance Sheet, any Tax accruing prior to the Effective Time or accruing as a consequence of the consummation of the transactions contemplated by this Agreement including, but not limited to, the Company’s share of FICA and Medicare taxes on any option payments made at or after the Effective Time; and (E) any Action brought against the Company, Surviving Corporation, Merger Sub, Parent or any of their respective Affiliates, directors, officers, employees, representatives or shareholders, by any Company Stockholder or Company Option Holder with respect to (i) such acts Company Stockholder or omissions performed Company Option Holder’s ownership of or not performed constituted willful misconductrights with respect to any equity securities of the Company, gross negligence(ii) any issuance of any equity securities of the Company, or fraud (iii) the merger of the Company on March 11, 2010 in connection with the exercise issuance of Series A-1 Preferred Stock, or (iv) the allocation of the Manager’s duties under the Management Agreement (it being understood that in the event of a conflict between the merger consideration amongst any Persons pursuant to terms and provisions of this Agreement and the Management Agreement in respect of the foregoing, the terms and provisions of this Agreement shall govern and control); and (d) any claims made by any of the individuals party to the agreements set forth on Schedule 7.2(d) with respect to the subject matter covered by those agreements. Notwithstanding anything in this Agreement to the contrary, the parties agree that none of SLG, SLGOP or Manager Corp shall be liable or responsible under this Section 7.2 or otherwise for Losses of the Manager or Parent arising out of, resulting from, based upon or relating to the matters set forth on Schedule 7.2hereof.

Indemnification of Parent. SLG(a) From and after the Closing (but subject to the terms and conditions of this Article 8), SLGOP the Parent Indemnitees (as defined below) will be indemnified from the Escrow Funds in respect of any losses, liabilities, damages, costs and Manager Corp, jointly and severally, shall indemnify and hold harmless Parent and its Subsidiaries expenses (including the Operating Partnershipout-of-pocket attorneys’ fees and investigative costs), claims (including third party claims), charges, actions, suits, proceedings, fines and penalties (hereinafter individually a “Loss” and collectively “Losses”) and their respective successors and the respective shareholders, members, partnerssuffered or incurred by Parent or any of its Affiliates, officers, directors, managers, employees and or agents of each such indemnified Person (collectively, the “Parent Indemnified PartiesIndemnitees”) to the extent such Losses result from and against any and all Losses that may be asserted against, or paid, suffered or incurred by any Parent Indemnified Party (whether or not due to third party claimsi) that, directly or indirectly, arise out of, result from, are based upon or relate to: (a) any inaccuracy in or any a breach of, as of the Closing Date (except any representations and warranties that expressly speak as of a specified date or time, in which case only as of such specified date or time), any representation or warranty made by SLGOP of the Company contained in Article 3 of this Agreement, (ii) any breach of any covenant of the Company or Manager Corp Representative contained in this Agreement, (iii) (1) all Taxes (or the nonpayment thereof) of the Company and its Subsidiaries for any Pre-Closing Tax Period and any Pre-Closing Straddle Period; (2) all Taxes of any member of an affiliated, combined or unitary group of which the Company or any of its Subsidiaries is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar Law; (3) any and all Taxes of any Person (other than the Company or any of its Subsidiaries) imposed on the Company or any of its Subsidiaries 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, (iv) all Holder Transaction Expenses and any Indebtedness, in each case, identified post-Closing for which the Final Aggregate Merger Consideration was not previously adjusted pursuant to Section 1.06 and (v) the Covered Matters. (b) Notwithstanding anything to the contrary set forth in this Agreement, each Parent Indemnitee’s right to recover a Loss pursuant to this Agreement shall be limited as follows: (i) no Parent Indemnitees will be entitled to any indemnification for a Loss pursuant to Section 8.02(a)(i) if, with respect to any individual item of Loss, such item is less than $75,000 (“Minor Claim”); and (ii) no Parent Indemnitee will be entitled to any indemnification pursuant to Section 8.02(a)(i) unless the aggregate of all Losses (including Minor Claims) would exceed on a cumulative basis an amount equal to $1,500,000 (the “Deductible”), and then only to the extent such Losses exceed the Deductible; provided, that for purposes of this Section 8.02, if any representation or warranty contained herein is qualified or limited based on materiality, including the terms “material”, “Material Adverse Effect” or any similar qualifier, but excluding any dollar amount, such qualification and/or limitation shall in all respects be ignored and given no effect for purposes of determining whether any breach thereof, inaccuracy therein or Loss has occurred and the amount of any such Loss; provided, further, that the limitations set forth in this Section 8.02(b) shall not apply to Losses arising from (A) breaches of the Excluded Representations or (B) breaches of the representations and warranties set forth in Section 3.08 (Tax Matters). (c) Notwithstanding anything to the contrary set forth in this Agreement or otherwise, from and after the Closing (but subject to the terms and conditions of this Article 8), (i) any indemnification of the Parent Indemnitees for which the Holders are liable hereunder will be effected by a payment made from the Escrow Funds, in accordance with the terms of the Escrow Agreement, provided, that such limitation shall not apply to claims based on fraud, and (ii) any indemnification of the Parent Indemnitees for which the Holders are liable pursuant to Section 8.02(a)(v) may be effected by a payment made from either the Escrow Funds or the Covered Matters Escrow Amount, at Parent’s option, in each case in accordance with the terms of the Escrow Agreement; provided, however, that if any such representation and warranty is qualified in any respect by materiality, Manager Material Adverse Effect or SLG Material Adverse Effectthat, for purposes the avoidance of this clause doubt, recovery from the Covered Matters Escrow Amount shall be limited to claims made under Section 8.02(a)(v). (ad) such materiality, Manager Material Adverse Effect or SLG Material Adverse Effect qualification will in all respects be ignored; The parties hereto acknowledge and agree that Audax ColorMatrix (b) any failure by SLG, SLGOP or Manager Corp to duly and timely perform or fulfill any of its covenants or agreements required to be performed by it under this Agreement; (c) any acts or omissions performed or not performed by Manager prior to the Closing in its capacity as “Manager” under the Management Agreement, Representative) is a party to the extent any such acts or omissions performed or not performed constituted willful misconduct, gross negligence, or fraud this Agreement solely to perform certain administrative functions in connection with the exercise consummation of the Manager’s duties transactions contemplated hereby. Accordingly, the parties hereto acknowledge and agree that Representative shall have no liability to, and shall not be liable for any Losses of, any party hereto or to any Parent Indemnitee in connection with any obligations of Representative under this Agreement or the Management Escrow Agreement (it being understood that or otherwise in the event of a conflict between the terms and provisions respect of this Agreement and or the Management Agreement transactions contemplated hereby, except to the extent such Losses are the result of fraud by Representative in respect connection with the performance of its obligations hereunder or under the Escrow Agreement. (e) No claim shall be brought or maintained by any party or any of their respective Subsidiaries or their respective Affiliates or their respective successors or permitted assigns against any officer, director, employee (present or former), Affiliate or Financing Source (except to the extent provided in Section 8.12) of the foregoingCompany, the terms and provisions Representative or any Holder, or any Affiliate of this Agreement shall govern and control); and (d) any claims made by any of the individuals above, as applicable (each of whom is deemed a third-party beneficiary of this Section 8.02(e)), which is not otherwise expressly identified as a party hereto, and no recourse shall be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach of any of the representations, warranties or covenants of any party hereto set forth or contained in this Agreement or any exhibit or schedule hereto or any certificate delivered hereunder or for any other reason, except (other than in the case of Financing Sources) (i) to the agreements set forth on Schedule 7.2(dextent such Losses are the result of fraud by such Holder in connection with the performance of its obligations hereunder or (ii) as provided in the last sentence of Section 8.04. The parties hereto acknowledge and agree that no Financing Source has any liability or obligation to any of the Company, Representative, any Holder, any Affiliate of any thereof or any advisor, agent or representative of any of the foregoing in connection with respect to the subject matter covered by those agreements. transactions contemplated hereby. (f) Notwithstanding anything in any other provision of this Agreement to the contrary, Holders will have no obligation to indemnify any of the parties agree Parent 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), (ii) that none are attributable to any transaction outside the ordinary course of SLGbusiness occurring on the Closing Date after the Closing, SLGOP or Manager Corp shall be liable or responsible (iii) that are reflected in Net Working Capital, as finally determined pursuant to Section 1.06. (g) All payments under this Section 7.2 or otherwise for Losses of 8.02 will be treated by the Manager or Parent arising out of, resulting from, based upon or relating parties as an adjustment to the matters set forth on Schedule 7.2Final Aggregate Merger Consideration, unless otherwise required by Law.

Indemnification of Parent. SLG(a) Subject to the provisions of this ARTICLE X and the Escrow Agreement, SLGOP from and Manager Corpafter the Closing, jointly Parent shall be entitled to be indemnified, held harmless and severallydefended against, shall indemnify any damages, losses, charges, liabilities, claims, demands, actions, suits, proceedings, payments, judgments, settlements, assessments, deficiencies, taxes, interest, penalties, and hold harmless costs and expenses (collectively, “Losses”) sustained by, incurred by, suffered by or asserted against Parent and or any of its Subsidiaries Affiliates (including the Operating PartnershipSurviving Corporation following the Closing) and their respective successors and the respective shareholders, members, partners, officers, directors, managersshareholders, agents, equity holders, representatives and employees and agents of each such indemnified Person (collectivelyeach, the a “Parent Indemnified PartiesParty”) from and against any and all Losses that may be asserted against, to the extent relating to or paid, suffered or incurred by any Parent Indemnified Party arising as a result of: (whether or not due to third party claims) that, directly or indirectly, arise out of, result from, are based upon or relate to: (ai) any breach or inaccuracy in or any breach of, as of the Closing Date (except any representations and warranties that expressly speak as of a specified date or time, in which case only as of such specified date or time), any representation or warranty made by SLGOP the Company in this Agreement or Manager Corp in any certificate delivered to Parent pursuant to this Agreement; (ii) any breach of any covenant or agreement made by the Company (prior to the Closing) in this Agreement or in any certificate delivered to Parent pursuant to this Agreement; providedand (iii) any demands by holders of shares of Common Stock under the DGCL, howeverbut only for fees and costs incurred in connection with appraisal and/or dissenters’ rights proceedings and the extent, if any, to which the consideration paid to the holders of Dissenting Shares exceeds the portion of the Merger Consideration that if any otherwise would have been payable with respect to such Dissenting Shares pursuant to this Agreement. (b) For purposes of determining whether a representation and or warranty is qualified made by the Company in any respect by materiality, Manager Material Adverse Effect this Agreement was breached or SLG Material Adverse Effect, inaccurate for purposes of this clause (a) Section 10.2 and for calculating the amount of Losses resulting from such breach or inaccuracy, any qualification as to materiality, Manager “Material Adverse Effect Effect” or SLG Material Adverse Effect words of like meaning included in any applicable representation and warranty (other than those contained in Section 4.7) in this Agreement shall be disregarded as if such qualification will was not included). (c) Notwithstanding anything to the contrary in all respects be ignored; this Agreement, except with respect to claims based on (bi) any failure fraud by SLGthe Company, SLGOP or Manager Corp to duly and timely perform or fulfill any of its covenants Subsidiaries or agreements required any Stockholder, (ii) the breach or inaccuracy of any Fundamental Representation of the Company, (iii) the breach or inaccuracy of any representations or warranties contained in Section 4.10 or (iv) the matters set forth in Section 10.2(a)(iii): (i) no Parent Indemnified Party may recover for any claim for indemnification pursuant to Section 10.2(a)(i) with respect to any claim (or a series of related claims) unless such claim (or series of related claims) involves Losses in excess of $15,000 (nor shall any such excluded claim or series of related claims be performed applied to or considered for purposes of calculating whether the Deductible has been satisfied and thereafter) (the “Mini-Basket”) unless and until the aggregate amount of indemnifiable Losses that may be recovered by it under this Agreementthe Parent Indemnified Parties pursuant to Section 10.2(a)(i) equals or exceeds $750,000(the “Deductible”), in which event the Parent Indemnified Parties shall only be entitled to indemnification for all indemnifiable Losses in excess of the Deductible; and (cii) the maximum aggregate amount of indemnifiable Losses that may be recovered pursuant to Section 10.2(a)(i) shall be $50,000,000 (the “Cap”). (d) With respect to claims based on (i) fraud by the Company, any acts of its Subsidiaries or omissions performed any Stockholder, (ii) the breach or not performed by Manager prior inaccuracy of any Fundamental Representation of the Company or (iii) the matters set forth in Section 10.2(a)(iii), the maximum aggregate amount of indemnifiable Losses that may be recovered shall be an amount equal to the Closing Final Merger Consideration. (e) Except with respect to Losses based on (i) fraud by the Company, any of its Subsidiaries or any Stockholder, (ii) the breach or inaccuracy of any Fundamental Representation of the Company, (iii) the breach or inaccuracy of any representations or warranties contained in Section 4.10 or (iv) the matters set forth in Section 10.2(a)(iii), the Parent Indemnified Parties’ exclusive recourse for Losses pursuant to the matters set forth in Section 10.2(a) shall be to the Indemnity Escrow Amount. (f) The Parent Indemnified Parties’ recourse for Losses based on (i) fraud by the Company, any of its capacity as “Manager” under Subsidiaries or any Stockholder, (ii) the Management Agreementbreach or inaccuracy of any Fundamental Representation of the Company or (iii) the matters set forth in Section 10.2(a)(iii) shall be (A) first, to the Indemnity Escrow Amount and (B) second, to the extent any such acts or omissions performed or the Parent Indemnified Parties have not performed constituted willful misconduct, gross negligence, or fraud in connection with recovered all Losses pursuant to the exercise of the Manager’s duties under the Management Agreement (it being understood that in the event of a conflict between the terms and provisions foregoing clause of this Agreement and the Management Agreement in respect of the foregoingSection 10.2(e), the terms Parent Indemnified Parties shall be entitled to recover any remaining such Losses from the Stockholders and provisions of this Agreement shall govern and control); and Optionholders, severally, based on their respective Pro Rata Shares. (dg) any claims made by any of the individuals party to the agreements set forth on Schedule 7.2(d) with respect to the subject matter covered by those agreements. Notwithstanding anything in this Agreement to the contrary, the parties agree that none in no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of SLG, SLGOP punitive damages and no “multiple of profits” or Manager Corp “multiple of cash flow” shall be liable or responsible under this Section 7.2 or otherwise for Losses used in calculating the amount of the Manager or Parent arising out of, resulting from, based upon or relating to the matters set forth on Schedule 7.2any Losses.

Indemnification of Parent. SLGSubject to the other provisions of this Section 8 (Indemnification) and the Escrow Agreement, SLGOP from and Manager Corpafter the Closing, jointly and severally, shall indemnify and hold harmless Parent and its Subsidiaries (including the Operating Partnership) Surviving Corporation, their Affiliates, and each of their respective successors and the respective shareholders, members, partners, officers, directors, managersemployees, employees agents and agents of other representatives (each such indemnified Person (collectively, the a “Parent Indemnified PartiesParty”) from and shall be entitled to indemnification against any and all Losses that may be asserted against, Damages arising out of or paid, suffered or incurred by any Parent Indemnified Party resulting from: (whether or not due to third party claims) that, directly or indirectly, arise out of, result from, are based upon or relate to: (ai) any inaccuracy in or any breach of, as of the Closing Date (except any representations and warranties that expressly speak as of a specified date or time, in which case only as of such specified date or time), any representation or warranty made by SLGOP or Manager Corp the Company in this Agreement; provided, however, that if Agreement (other than the Specified Representations) or any failure of any such representation or warranty to be true and warranty is qualified in any respect by materiality, Manager Material Adverse Effect or SLG Material Adverse Effectcorrect and as though made on the Closing Date (other than those expressly given as of a specified date prior to the date of this Agreement, for purposes which the breach shall be determined as of such specified date); and (ii) any breach of any Specified Representations or Section 2.14 (Tax Matters) or any failure of any such Specified Representations or Section 2.14 (Tax Matters) to be true and correct and as though made on the Closing Date (other than those expressly given as of a specified date prior to the date of this Agreement, for which the breach shall be determined as of such specified date); 181. any breach by the Company of any covenant or agreement made by the Company in this Agreement at or before the Closing (to the extent that such covenants require performance by the Company at or before the Closing); (i) any Taxes of the Company allocable to any Pre-Closing Tax Period pursuant to Section 8.9 (Certain Tax Matters), and any Tax liabilities (including, for the avoidance of doubt, any Tax liabilities attributable to the amount of non-deductibility of expenses funded by the PPP Loan) arising from or relating to the PPP Loan or the forgiveness of the PPP Loan (including, for the avoidance of doubt, the forgiveness of a portion of the PPP Loan), in each case to the extent not deducted in the determination of the Closing Merger Consideration Amount (as finally determined in accordance with Section 1.11), and (ii) in the event that, as a result of the resolution of any audit or Tax proceeding, any amount that was taken into account in the Transaction Deductions or the PPP Loan Deductions (if any) and applied to reduce Taxes described in the preceding clause (ai) such materiality, Manager Material Adverse Effect or SLG Material Adverse Effect qualification will in all respects be ignored; (b) any failure by SLG, SLGOP or Manager Corp to duly and timely perform or fulfill any of its covenants or agreements is subsequently required to be performed by it under this Agreement; (c) capitalized or otherwise disallowed, any acts or omissions performed or not performed by Manager prior Tax liabilities attributable to the Closing in its capacity as “Manager” under portion of the Management Agreement, Transaction Deductions or PPP Loan Deductions (if any) so capitalized or disallowed; 183. any amounts paid to the extent holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such acts holders would have received hereunder had such holders not been holders of Dissenting Shares; 184. any claim, cause of action, right or omissions performed or not performed constituted willful misconduct, gross negligenceremedy, or fraud any Legal Proceeding, asserted at any time by actual or alleged securityholder of the Company relating to the allocation or entitlement to a portion of the consideration paid or to be paid in connection with the exercise Transactions, including any assertion of contractual or employment rights to own or acquire any security; 185. any Debt of the Manager’s duties under Company and Closing Date Transaction Expenses outstanding as of the Management Agreement (it being understood that Effective Time to the extent not deducted in the event of a conflict between the terms and provisions of this Agreement and the Management Agreement in respect determination of the foregoingClosing Merger Consideration Amount (as finally determined in accordance with Section 1.11); 186. any inaccuracy, error or omission in the Closing Statement, the terms Adjustment Amount or the components thereof, including the amounts and provisions payees with respect thereto to the extent not otherwise accounted for in the determination of this Agreement shall govern and controlthe Closing Merger Consideration Amount (as finally determined in accordance with Section 1.11); and (d) 187. any claims made by any of the individuals party to the agreements set forth on Schedule 7.2(d) with respect to the subject matter covered by those agreements. Notwithstanding anything in this Agreement to the contrary, the parties agree that none of SLG, SLGOP or Manager Corp shall be liable or responsible under this Section 7.2 or otherwise for Losses of the Manager or Parent Damages arising out of, or resulting from, based upon or relating to any of the matters set forth items described on Section 8.1(h) of the Disclosure Schedule 7.2(the “Special Indemnity Losses”).

Indemnification of Parent. SLG, SLGOP (a) From and Manager Corp, jointly after the Closing (but subject to the terms and severally, shall indemnify and hold harmless Parent and its Subsidiaries (including the Operating Partnership) and their respective successors and the respective shareholders, members, partners, officers, directors, managers, employees and agents conditions of each such indemnified Person (collectivelythis Article 8), the Parent Indemnitees (as defined below) will be indemnified from the Post-Closing Indemnity Escrow Funds (to the extent of available funds) in respect of any actual and reasonable out-of-pocket loss (hereinafter individually a “Parent Indemnified PartiesLoss” and collectively “Losses”) from and against any and all Losses that may be asserted against, or paid, suffered or incurred by Parent or any of its Affiliates (the “Parent Indemnitees”) to the extent such Loss directly results from (i) a breach of any representation or warranty of the Company contained in Article 3 of this Agreement, (ii) any breach of any covenant of the Company contained in this Agreement requiring performance by the Company prior to the Effective Time, (iii) any inaccuracy in the Closing Merger Consideration Spreadsheet, (iv) any payments made by Parent in respect of Dissenting Shares, to the extent Parent is required to pay any amounts in excess of the Aggregate Merger Consideration, or (v) any Employment Taxes that Parent or the Surviving Corporation is obligated to pay (other than out of the Aggregate Merger Consideration or for which they are otherwise reimbursed) with respect to compensatory amounts as described in Section 1.06(d) or (vi) any Tax indemnification obligation pursuant to Section 10.02(a) (but without duplicating any indemnification obligation pursuant to Section 10.02(a)). (b) Notwithstanding anything to the contrary set forth in this Agreement, no Parent Indemnitee will be entitled to any indemnification under Sections 8.02(a)(i) or 8.02(a)(ii) unless the aggregate amount of all Losses arising from or relating to any such breach of any representation, warranty or covenant of the Company contained in this Agreement would exceed on a cumulative basis an amount equal to $500,000 (the “Basket Threshold”), and then Losses will be subject to indemnification hereunder, on the terms and subject to the conditions hereof, without respect to (and without deduction of) the Basket Threshold. (c) Notwithstanding anything to the contrary set forth in this Agreement or otherwise, from and after the Closing (but subject to the terms and conditions of this Article 8), any indemnification of the Parent Indemnitees hereunder will be effected by a payment made from the Post-Closing Indemnity Escrow Funds from time to time remaining in the Post-Closing Indemnity Escrow Account, in accordance with the terms of the Post-Closing Indemnity Escrow Agreement, and any post-Closing claim by any Parent Indemnified Party Indemnitees arising under or with respect to this Agreement or the transactions contemplated hereby will be asserted solely and exclusively against the Post-Closing Indemnity Escrow Funds. From and after the Closing, the remedies set forth in Article 8 shall be the sole and exclusive remedy with respect to any and all claims (in law or equity and whether based on contract, tort or not due to third party claimsany other theory of law) thatrelating, directly or indirectly, arise out of, result from, are based upon or relate to: (a) any inaccuracy in or any breach of, as to the subject matter of this Agreement. Without limiting the generality of the Closing Date (except any representations foregoing and warranties that expressly speak as of a specified date or time, in which case only as of such specified date or timesubject to Section 8.02(f), any representation or warranty made by SLGOP or Manager Corp in this Agreement; provided, however, that if any such representation each of Parent and warranty is qualified in any respect by materiality, Manager Material Adverse Effect or SLG Material Adverse Effect, for purposes of this clause (a) such materiality, Manager Material Adverse Effect or SLG Material Adverse Effect qualification will in all respects be ignored; (b) any failure by SLG, SLGOP or Manager Corp to duly and timely perform or fulfill any of its covenants or agreements required to be performed by it under this Agreement; (c) any acts or omissions performed or not performed by Manager prior to the Closing in its capacity as “Manager” under the Management AgreementMerger Sub hereby waives, to the fullest extent permitted under applicable Law, any such acts and all rights, claims and causes of action it or omissions performed any of their respective officers, directors, employees (present or not performed constituted willful misconduct, gross negligence, former) or fraud in connection with the exercise of the Manager’s duties under the Management Agreement (it being understood that in the event of a conflict between the terms and provisions of this Agreement and the Management Agreement in respect of the foregoing, the terms and provisions of this Agreement shall govern and control); and (d) any claims made by Affiliates may have against any of the individuals party to the agreements set forth on Schedule 7.2(dCompany’s officers, directors, employees (present or former) or Affiliates with respect to the subject matter covered of this Agreement, whether arising under or based upon any law or in equity and whether based on contract, tort or any other theory of law. (d) The parties hereto acknowledge and agree that Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, the parties hereto acknowledge and agree that Representative shall have no liability to, and shall not be liable for any Losses of, any party hereto or to any Parent Indemnitee in connection with any obligations of the Representative under this Agreement or the Escrow Agreements or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of deliberate fraud by those agreements. Notwithstanding anything the Representative in connection with the performance of its obligations hereunder or under the Escrow Agreements. (e) No claim shall be brought or maintained by any party or any of their respective Subsidiaries or Affiliates or their respective successors or permitted assigns against any officer, director, employee (present or former) or Affiliate of the Company, Representative or any Shareholder, member, officer, director, employee (present or former) or any Affiliate of any of the above, as applicable (each of whom is deemed a third-party beneficiary of this Section 8.02(e)), which is not otherwise expressly identified as a party hereto, and no recourse shall be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach of any of the representations, warranties or covenants of any party hereto set forth or contained in this Agreement or any exhibit or schedule hereto or any certificate delivered hereunder. (f) Notwithstanding any other provision of this Agreement, nothing herein is intended or shall be construed to the contrarylimit in a manner that would violate applicable Law, or that would constitute an impermissible limitation under applicable Law of, the parties agree that none liability of SLG, SLGOP or Manager Corp shall be liable or responsible any party for any fraud committed in connection with this Agreement. (g) All payments under this Section 7.2 or otherwise for Losses of 8.02 will be treated by the Manager or Parent arising out of, resulting from, based upon or relating parties as an adjustment to the matters set forth on Schedule 7.2proceeds received by Shareholders pursuant to Article 1.

Indemnification of Parent. SLG(a) If the Closing occurs, SLGOP subject to the terms of this Article VII, each Equityholder, severally and Manager Corpnot jointly (limited to and based on each Equityholder’s pro rata share of the Escrow Fund), jointly and severally, shall agree to indemnify and hold harmless Parent and its Subsidiaries (including Amedisys, Parent, the Operating Partnership) and their respective successors Surviving Company, and the respective shareholders, members, partners, officers, directors, managers, employees and agents of each such indemnified Person other Merged Companies (collectively, the “Parent Indemnified PartiesBuyer Indemnitees”) from and against any and all Losses that may be asserted against, or paid, suffered or incurred by any Parent Indemnified Party (whether or not due to third party claims) that, directly or indirectly, arise out the Buyer Indemnitees by reason of, result from, are based upon or relate to: (ai) any inaccuracy or breach of any of the representations or warranties of the Company specifically set forth in Section 3.1 or contained in any breach ofcertificate delivered at the Closing by the Company pursuant to this Agreement; (ii) the failure of the Company to perform any of its covenants or agreements contained herein required to be performed prior to the Closing, or the failure of the Agent to perform any covenant or agreement set forth herein which by its terms is to be performed after the Closing; (iii) any claim by an Equityholder or current or former holder of any other security of the Company, in its capacity as such, challenging this Agreement, the other transactions contemplated hereby or an act or omission by the Agent hereunder, including, without limitation, any claims relating to (x) the delivery of the Agent Fund, or (y) the Agent’s exercise or failure to exercise its rights pursuant to Section 8.5; (iv) the failure of any portion of the Company Expenses or the Indebtedness of the Merged Companies outstanding as of the Closing to be paid at Closing (subject to Section 4.17(g)); (v) any post-payment review of claims, actions, audits, investigations, or proceedings conducted by or on behalf of any Government Programs, including, but not limited to, Medicare administrative contractors or intermediaries, recovery audit contractors, zone program integrity contractors, specialty medical review contractors, or similar investigative agencies, but only to the extent such Losses arise from the provision of healthcare services or the submission of healthcare claims by the Merged Companies and any predecessors from whom the Merged Companies acquired any Medicare or Medicaid provider number relating to dates of service prior to the Closing Date (except any representations and warranties that expressly speak as of a specified date or time, in which case only as of such specified date or time“Recoupment Indemnity Matter”), any representation or warranty made by SLGOP or Manager Corp in this Agreement; provided, however, that if any such representation and warranty is qualified in any Recoupment Indemnity Matter shall exclude Losses to the extent arising from post-closing changes by Parent or the Merged Companies to the billing policies, procedures and/or practices used by the Merged Companies prior to Closing, with respect to bills submitted by materiality, Manager Material Adverse Effect Parent or SLG Material Adverse Effect, the Merged Companies following Closing for purposes of this clause (a) such materiality, Manager Material Adverse Effect or SLG Material Adverse Effect qualification will in all respects be ignoreddates before the Closing Date; (bvi) any failure audits, investigations, claims, actions, proceedings or lawsuits by SLGthe U.S. Department of Health and Human Services Office of Inspector General, SLGOP U.S. Department of Justice, a state attorney general, state Medicaid agency or Manager Corp other agencies or Governmental Entities with respect to duly healthcare fraud, False Claims Act matters, qui tam or whistle blower actions, or other intent-based, reckless disregard-based, or other scienter-based Laws related to the provision of healthcare services or the submission of healthcare claims by the Merged Companies and timely perform any predecessors from whom the Merged Companies acquired any Medicare or fulfill any Medicaid provider number relating to dates of its covenants or agreements required to be performed by it under this Agreement; (c) any acts or omissions performed or not performed by Manager service prior to the Closing in its capacity as “Manager” under the Management AgreementDate, but excluding Losses to the extent any such acts arising from post-closing changes by Parent or omissions performed the Merged Companies to the billing policies, procedures and/or practices used by the Merged Companies prior to Closing with respect to bills submitted by Parent or not performed constituted willful misconduct, gross negligence, or fraud in connection with the exercise Merged Companies following Closing for dates before the Closing Date; and (vii) the ongoing Tax dispute matter listed on Part 3.1(i) of the ManagerDisclosure Schedule; provided, however, the Buyer Indemnitee’s duties under Losses with respect to such matter shall be limited to the Management Agreement reasonable out-of-pocket cost incurred by the Merged Companies in litigating such matter and any out-of-pocket Taxes due and owing by the Merged Companies as a result of the resolution of such litigation for the period prior to the Closing Date. If the Closing occurs, subject to the terms of this Article VII, and to the extent in excess of the then remaining balance of the Escrow Fund at the related time, the Equityholders, severally and not jointly (it being understood that in based on each Equityholder’s pro rata share of the event Merger Consideration paid to the Equityholders), agree to indemnify and hold harmless the Buyer Indemnitees for all Losses incurred by the Buyer Indemnitees by reason of any inaccuracy or breach by the Company of a conflict between Fundamental Representation and for all Losses incurred by the terms Buyer Indemnitees pursuant to Sections 7.2(a)(ii), 7.2(a)(iii), 7.2(a)(iv), 7.2(a)(v), 7.2(a)(vi) and provisions 7.2(a)(vii). For purposes of this Agreement determining both (1) whether the Company has breached any of its representations and warranties in Section 3.1 (other than in Sections 3.1(j) and 3.1(v)) or whether the Management Agreement Company has breached any covenants or agreements herein, and (2) the amount of Losses suffered or incurred by any Buyer Indemnitee by reason of 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). (b) In addition to the limitations in Section 7.1, the right of the Buyer Indemnitees to submit claims pursuant to Section 7.2(a) is subject to the following limitations: (i) no right to be indemnified or held harmless shall exist and no claim may be made against the Equityholders under Section 7.2(a)(i) (except for Fundamental Representations and Fraud (as defined in Article I) which shall not be subject to the Deductible) unless and until the aggregate amount of all Losses incurred by the Buyer Indemnitees in respect of claims thereunder exceeds $415,800 (the foregoing“Deductible”), and then Buyer Indemnitees shall be entitled to indemnification only for the amount in excess of the Deductible; (ii) except for Fundamental Representations and Fraud (as defined in Article I), the terms sole source of payment for all indemnification claims under Section 7.2(a)(i) shall be limited to the amount of, and provisions in no event exceed, the remaining amount of this Agreement the Escrow Fund held by the Escrow Agent; (iii) the aggregate amount of all Losses for which the Equityholders shall govern be liable pursuant to Sections 7.2(a)(v), 7.2(a)(vi) and control7.2(a)(vii) (whether from the Escrow Fund or otherwise) shall be limited to, and in no event exceed, $12,600,000; (iv) the Escrow Fund shall be the Buyer Indemnitees’ first recourse for all indemnification claims not otherwise subject to Section 7.2(b)(ii), and no Equityholder shall be responsible to pay for any such indemnification claim until the Escrow Fund has been reduced to zero dollars ($0), (v) the aggregate liability of each Equityholder for all indemnification claims (including, in the case of the Key Unit Holder, pursuant to Section 7.2(c)) shall be limited to, and shall in no event exceed, such Equityholder’s pro rata share of the Merger Consideration actually paid to such Equityholder; and (dvi) no claim shall be made with respect to Losses arising out of any claims breach of the representations or warranties contained in Section 3.1 to the extent that that there has been a corresponding reduction in the calculation of the Closing Working Capital or a corresponding reserve for such Losses has been made expressly on the Financial Statements. (c) If the Closing occurs, subject to the terms of this Article VII, the Key Unit Holder agrees to indemnify and hold harmless the Buyer Indemnitees from and against Losses incurred by the Buyer Indemnitees by reason of any inaccuracy or breach of any of the individuals party to representations or warranties of the agreements Key Unit Holder specifically set forth on Schedule 7.2(d) with respect to the subject matter covered by those agreements. Notwithstanding anything in this Agreement to the contrary, the parties agree that none of SLG, SLGOP or Manager Corp shall be liable or responsible under this Section 7.2 or otherwise for Losses of the Manager or Parent arising out of, resulting from, based upon or relating to the matters set forth on Schedule 7.23.3.

Indemnification of Parent. SLG, SLGOP and Manager Corp, jointly and severally, shall indemnify and hold harmless Parent and its Subsidiaries (including the Operating Partnership) and their respective successors and the respective shareholders, members, partners, officers, directors, managers, employees and agents of each such indemnified Person (collectivelySubject to Section 7.5, the “Parent Indemnified Parties”) from and against any and all Losses that may be asserted againstShare ------------------------- Recipients (other than those holders of Eligible Dissenting Shares), or paid, suffered or incurred by any Parent Indemnified Party (whether or not due to third party claims) that, directly or indirectly, arise out of, result from, are based upon or relate to: (a) any inaccuracy in or any breach of, as reason of the Closing Date (except any representations and warranties that expressly speak as of a specified date or time, in which case only as of such specified date or time), any representation or warranty made approval by SLGOP or Manager Corp in this Agreement; provided, however, that if any such representation and warranty is qualified in any respect by materiality, Manager Material Adverse Effect or SLG Material Adverse Effect, for purposes of this clause (a) such materiality, Manager Material Adverse Effect or SLG Material Adverse Effect qualification will in all respects be ignored; (b) any failure by SLG, SLGOP or Manager Corp to duly and timely perform or fulfill any of its covenants or agreements required to be performed by it under this Agreement; (c) any acts or omissions performed or not performed by Manager prior to the Closing in its capacity as “Manager” under the Management Agreement, to the extent any such acts or omissions performed or not performed constituted willful misconduct, gross negligence, or fraud in connection with the exercise Company's stockholders of the Manager’s duties under Merger and each Share Recipient's acceptance of the Management consideration provided for in Section 1.4 hereof or Section 1.1.1 of the Note Retirement Agreement and by the execution of the Escrow Agreement pursuant to Section 1.4.6 which is a condition to receiving such consideration shall, severally but not jointly (it being understood that in the event of a conflict between the terms and provisions of this Agreement and the Management Agreement in respect of the foregoing, the terms and provisions of this Agreement shall govern and control); and (d) any claims made by any of the individuals party to the agreements set forth on Schedule 7.2(d) with respect to the subject matter covered Share Recipients, the term "severally" means that each Share Recipient's total indemnification obligation shall be limited to such Share Recipient's pro rata share of the indemnification obligations of the Share Recipients, with the understanding that such pro rata share shall be based upon the respective amount of consideration payable to such Share Recipient under Section 1.4 hereof), agree to defend, indemnify, and hold Parent harmless from and against, and to reimburse Parent with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs, and expenses (including attorneys' fees) ("Indemnifiable Amounts") of every nature whatsoever incurred by those agreements. Notwithstanding anything Parent by reason of or arising out of or in connection with (i) any breach, or any claim (including claims by parties other than Parent) that if true, would constitute a breach, by Company of any representation or warranty of Company contained in this Agreement or in any certificate or other document delivered to Parent pursuant to the contraryprovisions of this Agreement, (ii) the parties agree that none failure, partial or total, of SLGCompany to perform any agreement or covenant required by this Agreement to be performed by it, SLGOP (iii) any tax liability, or Manager Corp asserted liability of the Company relating to any period of time prior to and through the Closing which is not disclosed in the Financial Statements or the Closing Balance Sheet, and in each case without giving effect to any "materiality" limitations or references to "Material Adverse Effect" set forth therein. The obligations of any Share Recipient to indemnify Parent shall be liable determined without regard to any right to indemnification to which any Share Recipient may have in his or responsible under this Section 7.2 her capacity as an officer, director, employee, agent or otherwise any other capacity of Company and no Share Recipient shall be entitled to any indemnification from Company or the Surviving Corporation for Losses amounts paid hereunder. There shall be no right of the Manager contribution from Company or Parent arising out of, resulting from, based upon or relating any successor to the matters set forth on Schedule 7.2Company.

Indemnification of Parent. SLG(a) Subject to the provisions of this Article X, SLGOP and Manager Corpafter the Effective Time, jointly and severallythe Escrow Fund shall be available (in accordance with the terms set forth in the Escrow Agreement) to indemnify, shall indemnify defend and hold harmless Parent and its Subsidiaries (including Parent, the Operating Partnership) Surviving Corporation, and their respective successors Affiliates and the respective shareholders, members, partnersany stockholders, officers, directors, managersemployees, employees and agents of or representatives thereof (each such indemnified Person (collectively, the a “Parent Indemnified PartiesPerson”) from and against any and all Losses that may be asserted againstclaims, demands, suits, actions, causes of actions, losses, costs, damages, penalties, assessments and out-of-pocket expenses incurred or paid, suffered including reasonable attorneys’ fees, costs of investigation or incurred by any Parent Indemnified Party settlement, other professionals’ and experts’ fees, and court or arbitration costs (whether hereinafter collectively referred to as “Damages”), arising out of or not due resulting from: (i) (A) a failure to third party claims) that, directly or indirectly, arise out of, result from, are based upon or relate to: (a) any inaccuracy in or any breach of, be true and correct as of the Closing Date (except any representations date of this Agreement and warranties that expressly speak as of a specified date or time, in which case only as the Effective Time of such specified date or time), any representation or warranty made by SLGOP or Manager Corp the Company in Section 3.1 of this Agreement; or (B) a failure to be true and correct as of the Effective Time of any representation or warranty made by the Company in Section 3.1 of this Agreement that was true and correct as of the date of this Agreement; (ii) any nonfulfillment or breach by the Company of any covenant or agreement made by the Company under this Agreement that is required to be performed by the Company prior to the Closing; (iii) any claims by Stockholders relating to the appointment by the Stockholders of the Representatives, any dispute regarding the authority of the Representatives to bind or represent any Stockholder as provided in Article XII or the exercise of the authority of the Representatives; (iv) any claim made by any Stockholder (other than a Stockholder who delivers a completed and duly executed Letter of Transmittal) in its capacity as a Stockholder of the Company against Parent, the Company, any Retained Subsidiary, any Excluded Subsidiary, Merger Subsidiary or the Surviving Corporation (other than pursuant to Section 10.2) with respect to the Merger Consideration, this Agreement, the Merger and the other transactions contemplated hereby and thereby, and the pre-Closing operation and ownership of the Company and its Subsidiaries, excluding, however, claims made against the Company pursuant to the exercise by any Stockholder of appraisal rights under Subchapter H of Chapter 10 of the TBOC; (v) any Restructuring Liability; (vi) any Excluded Subsidiaries’ Legacy Liabilities; (vii) any and all (A) Taxes of, or attributable to, the Company or any of its Subsidiaries for any Pre-Closing Tax Period, and (B) Taxes for which the Company or any of its Subsidiaries becomes liable by reason of (1) being a member of an affiliated, combined, consolidated, or unitary group at any time prior to the Closing, including under Treasury Regulations Section 1.1502-6 or any analogous or similar provision under any state, local or foreign Tax law, (2) being a successor-in-interest or transferee of any other Person as a result of an event or transaction occurring prior to Closing, or (3) having an express or implied obligation to indemnify any other Person under any Tax sharing agreement, Tax allocation agreement, Tax indemnity, or similar written or unwritten agreement, arrangement, understanding, or practice with respect to Taxes that was executed or in effect at any time prior to Closing; provided, in the case of (A) and (B), only if and to the extent such Taxes are in excess of the amount included for such Taxes in the calculation of Closing Tax Accrual Amount. (viii) any obligation of the Company or any of its Subsidiaries to pay fees or expenses of any investment banker, broker, advisor, finder or similar party in connection with the origin, negotiation or execution of this Agreement, any of the other agreements contemplated hereby to which the Company or any of its Subsidiaries is or will be a party, or in connection with the Merger or any other transaction contemplated by this Agreement; or (ix) any claim or allegation with respect to any of the foregoing. (b) For the avoidance of doubt, no Parent Indemnified Person will be entitled to be indemnified pursuant to this Section 10.1 for any amount of Damages for any event or occurrence to the extent such amount for such event or occurrence is specifically (or, in the case of Damages relating to Taxes, such Taxes are) reflected in the finally determined Closing Debt, Closing Tax Accrual Amount, Outstanding Company Transaction Costs or Closing Working Capital Deficiency. (c) The portion of Taxes attributable to a Straddle Period that are allocated to the Pre-Closing Tax Period of such Straddle Period shall be determined as follows: (i) In the case of any real property, personal property, ad valorem and similar Taxes (“Property Tax”), the amount of such Property Tax attributable to the Pre-Closing Tax Period of such Straddle Period shall be deemed to be the amount of such Property Tax for the entire Straddle Period, multiplied by a fraction, the numerator of which is the number of days in such Straddle Period ending on and including the Closing Date, and the denominator of which is the number of total days in the entire Straddle Period; and (ii) In the case of any Tax that is based on income, sales, revenue, production or similar items, or other Taxes not described in Section 10.1(c)(i), the amount any such Tax that is attributable to the Pre-Closing Tax Period of such Straddle Period shall be determined based on an interim closing of the books as of and including the Closing Date; provided, however, that if any exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the Pre-Closing Tax Period of such representation Straddle Period and warranty is qualified the remainder of such Straddle Period in any respect by materiality, Manager Material Adverse Effect or SLG Material Adverse Effect, for purposes of this clause (a) such materiality, Manager Material Adverse Effect or SLG Material Adverse Effect qualification will in all respects be ignored; (b) any failure by SLG, SLGOP or Manager Corp to duly and timely perform or fulfill any of its covenants or agreements required to be performed by it under this Agreement; (c) any acts or omissions performed or not performed by Manager prior proportion to the Closing in its capacity as “Manager” under the Management Agreement, to the extent any such acts or omissions performed or not performed constituted willful misconduct, gross negligence, or fraud in connection with the exercise number of the Manager’s duties under the Management Agreement (it being understood that days in the event Pre-Closing Tax Period of a conflict between the terms and provisions of this Agreement such Straddle Period and the Management Agreement number of days in respect the remainder of the foregoing, the terms and provisions of this Agreement shall govern and control); and (d) any claims made by any of the individuals party to the agreements set forth on Schedule 7.2(d) with respect to the subject matter covered by those agreements. Notwithstanding anything in this Agreement to the contrary, the parties agree that none of SLG, SLGOP or Manager Corp shall be liable or responsible under this Section 7.2 or otherwise for Losses of the Manager or Parent arising out of, resulting from, based upon or relating to the matters set forth on Schedule 7.2such Straddle Period.

Indemnification of Parent. SLG(a) The Purchaser agrees, SLGOP from and Manager Corpafter the Closing, jointly subject to the other terms and severallyconditions of this Agreement, shall to defend, indemnify and hold harmless Parent and its Subsidiaries (including the Operating Partnership) and their respective successors and the respective shareholdersAffiliates, officers, members, partnersemployees, officersand their successors, directorsassigns, managers, employees heirs and agents of each legal and personal representatives (Parent and such indemnified Person (collectively, other Persons are collectively referred to as the “"Parent Indemnified Parties”Persons") from and against any and all Losses that may be asserted against, or and shall reimburse Parent Indemnified Persons for, each and every Loss paid, suffered imposed on or incurred by any Parent Indemnified Party (whether or not due to third party claims) thatPersons, directly or indirectly, arise resulting from or arising out of, result from, are based upon or relate to: : (ai) any inaccuracy in or any the breach of, as of the Closing Date (except any representations and warranties that expressly speak as of a specified date or time, in which case only as of such specified date or time), any representation or warranty made by SLGOP the Purchaser in this Agreement as of the date hereof or Manager Corp as of the Closing Date; or (ii) the breach of any covenant or agreement made by the Purchaser in this Agreement; provided, however, that if any such representation and warranty is qualified in any respect by materiality, Manager Material Adverse Effect or SLG Material Adverse Effect, for purposes of this clause (a) such materiality, Manager Material Adverse Effect or SLG Material Adverse Effect qualification will in all respects be ignored; . (b) The indemnification provided for in Section 9.02(a) shall terminate eighteen months after the Closing Date (and no claims shall be made by any failure Parent Indemnified Persons under Section 9.02(a) thereafter), except that the indemnification by SLGthe Purchaser shall continue as to any Losses of which any Parent Indemnified Person has validly given a Claim Notice to the Purchaser in accordance with the requirements of Section 9.03 or Section 9.04(a), SLGOP as applicable, on or Manager Corp to duly and timely perform or fulfill any of its covenants or agreements required to be performed by it under this Agreement; (c) any acts or omissions performed or not performed by Manager prior to the Closing date such indemnification would otherwise terminate in its capacity accordance with this Section 9.02(b), as “Manager” under to which the Management Agreement, to the extent any such acts or omissions performed or not performed constituted willful misconduct, gross negligence, or fraud in connection with the exercise obligation of the Manager’s duties under the Management Agreement (it being understood that in the event of a conflict between the terms and provisions of this Agreement and the Management Agreement in respect of the foregoing, the terms and provisions of this Agreement Purchaser shall govern and control); and (d) any claims made by any of the individuals party to the agreements set forth on Schedule 7.2(d) continue solely with respect to the subject matter covered by those agreements. Notwithstanding anything specific matters in this Agreement to such Claim Notice until the contrary, the parties agree that none of SLG, SLGOP or Manager Corp shall be liable or responsible under this Section 7.2 or otherwise for Losses liability of the Manager or Purchaser shall have been determined pursuant to this Article IX, and the Purchaser shall have reimbursed all Parent arising out of, resulting from, based upon or relating Indemnified Persons for the full amount of such Losses that are payable with respect to the matters set forth on Schedule 7.2such Claim Notice in accordance with this Article IX.

Indemnification of Parent. SLG(a) From and after the Closing, SLGOP and Manager Corpeach of Audiocodes, jointly and severally, shall indemnify and hold harmless Parent and its Subsidiaries their Affiliates (including including, from and after the Operating PartnershipClosing, the Surviving Corporation) (each, a “Parent Indemnified Party”) shall be entitled to be indemnified and their respective successors and held harmless solely from the respective shareholders, members, partners, officers, directors, managers, employees and agents of each such indemnified Person Base Escrow Fund (collectivelyas defined in the Escrow Agreement, the “Parent Indemnified PartiesBase Escrow Fund”) to the extent thereof pursuant to the terms of the Escrow Agreement and not from and the Netrake Special Litigation Escrow Fund or otherwise (except as provided in Section 8.4) against any and all Losses that may be asserted against, or paid, suffered or incurred by any such Parent Indemnified Party (whether or not due to third party claims) thatParty, directly or indirectly, arise out of, result arising from, are based upon relating to or relate to: otherwise in connection with: (ai) any inaccuracy in or any breach of, as of the Closing Date (except any representations and warranties that expressly speak as Date, of a specified date or time, in which case only as of such specified date or time), any representation or warranty made of the Company contained in this Agreement or in any of the certificates furnished by SLGOP the Company pursuant to this Agreement; (ii) any breach or Manager Corp failure to perform in any material respect any covenant or agreement of the Company contained in this Agreement; (iii) any claim by a stockholder or former stockholder of the Company, or by any other Person, seeking to assert, or based upon: (i) ownership or rights to ownership of any shares of stock of the Company; (ii) any right of a stockholder of the Company, including any option, preemptive right or right to notice or to vote; (iii) any right of a stockholder or former stockholder under the Certificate of Incorporation or By-laws of the Company, excluding any right asserted by a director or officer, or former director or officer, for indemnification thereunder or (iv) any right under the Appraisal Statute; (iv) any of the matters described on Schedule 6.4; or (v) the matter described in the last sentence of Section 3.7 of the Disclosure Schedule; provided, however, that if any such representation and warranty is qualified in any respect by materiality, Manager Material Adverse Effect or SLG Material Adverse Effect, for purposes of this no Parent Indemnified Party shall be entitled to be indemnified pursuant to clause (ai) such materialityabove unless the aggregate of all Losses for which Parent Indemnified Parties would, Manager Material Adverse Effect but for this proviso, be liable exceeds on a cumulative basis $150,000 (the “Seller Indemnity Threshold”), at which point each Parent Indemnified Party shall be entitled to be indemnified for the aggregate Losses and not just amounts in excess of the Seller Indemnity Threshold (except that the foregoing proviso shall not apply to any breach of the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.17, 3.21 and 3.25, the Consideration Certificate or SLG Material Adverse Effect qualification will to any act of fraud). The consent of any particular Seller shall not be required in all respects order for Parent to be ignored; indemnified under this Article 8. (b) any failure by SLGFrom and after the Closing, SLGOP or Manager Corp to duly and timely perform or fulfill any of its covenants or agreements required each Parent Indemnified Party shall be entitled to be performed by it under this Agreement; indemnified and held harmless solely from the Netrake Special Litigation Escrow Fund (c) any acts or omissions performed or not performed by Manager prior to as defined in the Closing in its capacity as “Manager” under the Management Escrow Agreement, the "Netrake Special Litigation Escrow Fund") to the extent thereof pursuant to the terms of the Escrow Agreement and not from the Base Escrow Fund or otherwise (except as provided in Section 8.4), against any and all Losses suffered or incurred by such acts Parent Indemnified Party, arising from, relating to or omissions performed or not performed constituted willful misconduct, gross negligence, or fraud otherwise in connection with the exercise of the Manager’s duties under the Management Agreement (it being understood that in the event of a conflict between the terms and provisions of this Agreement and the Management Agreement in respect of the foregoing, the terms and provisions of this Agreement shall govern and control); and (d) any claims made by any of the individuals party to the agreements set forth on Schedule 7.2(d) with respect to the subject matter covered by those agreements. Notwithstanding anything in this Agreement to the contrary, the parties agree that none of SLG, SLGOP or Manager Corp shall be liable or responsible under this Section 7.2 or otherwise for Losses of the Manager or Parent arising out of, resulting from, based upon or relating to the matters set forth on Schedule 7.2Indemnified Litigation.

Indemnification of Parent. SLGSubject to the limitations of Sections 7.4 and 7.6, SLGOP and Manager Corpeach Stockholder, jointly and severallyseverally with respect to such Stockholder’s portion of the Merger Consideration, shall indemnify be deemed to have agreed, by virtue of the approval of this Agreement and hold harmless the Merger by JJI’s Board of Directors and the approval of this Agreement by the Stockholders under JJI’s Governing Documents and the DGCL to indemnify, defend, and save Parent and its Subsidiaries (including the Operating Partnership) Surviving Company, and their directors, officers, employees, owners, agents, Affiliates, and their respective successors and the respective shareholders, members, partners, officers, directors, managers, employees and agents of assigns (each such indemnified Person (collectively, the a “Parent Indemnified PartiesParty”) harmless on an after-tax basis from and against against, and to promptly pay to a Parent Indemnified Party or reimburse a Parent Indemnified Party for any and all Losses that may be asserted against, Adverse Consequences arising from or paid, suffered in connection with: 7.2.1 any violation or incurred by any Parent Indemnified Party (whether or not due to third party claims) that, directly or indirectly, arise out of, result from, are based upon or relate to: (a) any inaccuracy in or any breach of, as Breach of the Closing Date (except any representations and warranties that expressly speak as of a specified date or time, in which case only as of such specified date or time), any representation or warranty made by SLGOP JJI in (i) this Agreement, (ii) the Schedules hereto (without giving effect to any supplement to the Schedules hereto), (iii) the documents and certificates delivered pursuant to Section 5.2, or Manager Corp in (iv) any other certificate, document, writing or instrument delivered by JJI pursuant to this Agreement; provided, however, that if for purposes of determining the indemnity obligations pursuant to this Section 7.2, any such representation and or warranty which is qualified in any respect or otherwise limited by materiality, Manager Material Adverse Effect or SLG a term such as “Material Adverse Effect”, for purposes of this clause “materiality”, “material” or any other similar term shall be interpreted as if such qualification or limitation were not included (a) thus, a Breach will be deemed to exist based on a reading as though such materialityqualification or limitation did not exist), Manager Material each Stockholder will be obligated to indemnify Parent Indemnified Parties as though that qualification or limitation did not exist and indemnifiable Adverse Effect Consequences will be determined as if such qualification or SLG Material Adverse Effect qualification will in all respects be ignored; (b) limitation were not included; 7.2.2 any failure of JJI to perform, fulfill or satisfy any covenant or agreement contained herein or in any certificate or schedule delivered by SLG, SLGOP or Manager Corp JJI pursuant to duly and timely perform or fulfill any of its covenants or agreements required to be performed by it under this Agreement; (c) ; 7.2.3 any acts brokerage or omissions performed finder’s fees or not performed by Manager prior to the Closing in its capacity as “Manager” under the Management Agreement, to the extent commissions or similar payments based upon any such acts agreement or omissions performed or not performed constituted willful misconduct, gross negligenceunderstanding made, or fraud alleged to have been made, by any Person with JJI (or any other Person acting on their behalf) in connection with the exercise Transactions contemplated hereby; 7.2.4 any matter disclosed on, referenced in or resulting from or in connection with the subject matter of (i) numerical paragraphs 1, 3, 4 or 5 of Schedule 2.10 or (ii) the Manager’s duties under the Management Agreement audit referenced in numerical paragraph (it being understood that in the event 1) of a conflict between the terms and provisions Schedule 2.13.1. 7.2.5 any German Environmental Issues; 7.2.6 any failure by JJI or any Subsidiary of this Agreement and the Management Agreement in respect of the foregoing, the terms and provisions of this Agreement shall govern and control); and (d) JJI to comply with any claims made by Law at any of the individuals party time prior to the agreements set forth on Schedule 7.2(dEffective Time; 7.2.7 any Contract Termination Expense or Change of Control Obligation; 7.2.8 any Terminated Contract; 7.2.9 the amount required to resolve the Austrian Director Issue exceeding $50,800; 7.2.10 (i) with respect the anticipated Tax refunds credited to Final Working Capital pursuant to part (f) of Exhibit D being more than those claimed by JJI (but only to the extent of such refunds claimed by JJI which relate only to the subject matter covered of the refunds credited to Final Working Capital pursuant to part (f) of Exhibit D and exclusive of any claimed refunds relating to the Defined Benefit Pension Plan Funding, the subject matter of the Defined Benefit Pension Plan or any benefit relating to the Defined Benefit Pension Plan) on its U.S. federal, state and local income Tax returns filed after the Effective Time for periods ending prior to the Effective Time or (ii) the amount of any disallowance or recovery by those agreementsthe Internal Revenue Service of any such refunds so credited to Final Working Capital as reasonably determined by Parent; and 7.2.11 the purchase of shares of JJI pursuant to Section 4.16.3.1 to the extent not deducted from the Merger Consideration pursuant to Section 1.7.1.1.7. Notwithstanding anything in this Agreement to the contrary, fact that the parties agree that none obligations or the duties of SLG, SLGOP or Manager Corp shall be liable or responsible the Stockholders under this Section 7.2 are several rather than joint and several, the fact that all Stockholders may not have entered into Transmittal Letters or otherwise expressly appointed the Stockholders’ Agent as their agent or any other limitation contained in this Agreement, the Parent Indemnified Parties shall be entitled to receive from the Indemnity Escrow Amount the full amount of Adverse Consequences for Losses of the Manager or Parent arising out of, resulting from, based upon or relating to the matters set forth in Section 7.2.1 through Section 7.2.11 subject only to the limitations of Sections 7.4 and 7.6. Accordingly, notwithstanding any other provision of this Agreement, it is understood and agreed that the total consideration which each Stockholder (other than a Dissenting Stockholder) is entitled to receive pursuant to the Merger as a result of the conversion of the Stockholder's shares into the right to receive cash shall be such Stockholder's respective portions (determined as set forth on Schedule 7.2Exhibit B) of the Merger Consideration Rights. Rights to payments from the Working Capital Escrow Amount or the Indemnity Escrow Amount (whether to Stockholders, Stockholders' Agent or a Parent Indemnified Party) pursuant to this Agreement or the Escrow Agreement are, thus, (i) part of the methodology for determining the Stockholders' rights to consideration in connection with the Merger and (ii) binding on all the Stockholders (except those who become Dissenting Stockholders) at the Effective Time.

Indemnification of Parent. SLG(a) Pursuant to this Agreement, SLGOP the Escrow Agreement and Manager Corpthe Side Agreements and subject to the limitations contained in this Article 8, jointly and severally, shall indemnify and hold harmless Parent and its Subsidiaries Affiliates (including including, from and after the Operating PartnershipClosing, the Surviving Company and the Company) and their respective successors and the respective shareholders, membersdirectors, officers, partners, officersemployees, directorssuccessors, managersassigns, employees representatives and agents of each of them in their capacities as such indemnified Person (collectively, the “Parent Indemnified PartiesPersons”) ), shall be indemnified and held harmless from and against against, any and all claims, losses, judgments, orders, damages, liabilities, expenses or costs (“Losses”), plus reasonable attorneys’ fees and expenses incurred or accrued in connection with Losses and/or enforcement of this Agreement, the Escrow Agreement or any other ancillary document and interest on the amount of such Losses at the Prime Rate, as it appears in the Wall Street Journal, from the date that may such Losses were incurred until the day immediately prior to the date of payment to the Indemnified Party, determined based on a 360-day year (in all, “Indemnified Losses”), incurred or to be asserted against, or paid, suffered or incurred by any Parent Indemnified Party (whether of them resulting from or not due to third party claims) that, directly or indirectly, arise arising out of, result from, are based upon or relate to: : (ai) any inaccuracy in or any breach of, as of the Closing Date (except any representations and warranties that expressly speak as of a specified date or time, in which case only as of such specified date or time), any representation or warranty made by SLGOP the Company or Manager Corp the Representative in this Agreement or the Escrow Agreement or any other ancillary document; (ii) any nonfulfillment, nonperformance, nonobservance or other breach or violation, or default in performance by the Company (in the case of the Company, prior to or at the Closing) or the Representative of, any covenant or agreement contained in this Agreement; provided, however, that if the Escrow Agreement or any such representation and warranty is qualified in any respect by materiality, Manager Material Adverse Effect or SLG Material Adverse Effect, for purposes of this clause other ancillary document; (a) such materiality, Manager Material Adverse Effect or SLG Material Adverse Effect qualification will in all respects be ignored; (biii) any failure by SLG, SLGOP or Manager Corp to duly and timely perform or fulfill any Indebtedness of its covenants or agreements required to be performed by it under this Agreement; (c) any acts or omissions performed or not performed by Manager the Company immediately prior to the Closing in its capacity as “Manager” under the Management AgreementClosing, but only to the extent not taken into account in determining the Merger Consideration; (iv) any such acts or omissions performed or Company Transaction Expenses, but only to the extent not performed constituted willful misconduct, gross negligence, or fraud taken into account in connection with determining the exercise of the Manager’s duties under the Management Agreement Merger Consideration; (it being understood that in the event of a conflict between the terms and provisions of this Agreement and the Management Agreement in respect of the foregoing, the terms and provisions of this Agreement shall govern and control); and (dv) any claims made by current or former holders of any equity or debt of the Company (including, without limitation, the holders of any Common Stock or any options or warrants to purchase equity or debt of the Company) of any kind or nature whatsoever, in such capacity as an equity or debt holder or any other capacity, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or understanding (other than those of the Shareholders arising under this Agreement or any of the individuals party other agreements executed and delivered by Parent in connection herewith) or otherwise at law or equity (other than claims for which the facts or circumstances giving rise to such claim first occur following the agreements set forth on Schedule 7.2(dEffective Time); (vi) any claims for appraisal or dissenters’ rights with respect to any Shares under CGCL or any other applicable Law; or (vii) Taxes of the subject matter covered Company or any Subsidiary, or their liability, if any (for example, by those agreements. Notwithstanding anything in this Agreement reason of transferee liability or application of Treasury Regulations section 1.1502-6) for Taxes of others, including, but not limited to, Shareholders or any Affiliate of Shareholders, or Indemnified Losses payable with respect to Taxes claimed or assessed against the Company for any Tax period (or portion thereof) ending on or before the Closing Date or as a result of the transactions contemplated hereby (to the contrary, extent such Taxes are not reflected in the parties agree that none of SLG, SLGOP or Manager Corp shall be liable or responsible under this Section 7.2 or otherwise for Losses of the Manager or Parent arising out of, resulting from, based upon or relating to Final Closing Indebtedness); (viii) the matters set forth on Schedule 7.28.2(a)(viii) (the “Scheduled Indemnity Matters”). (b) In consideration of the Parent’s agreement to pay the Merger Consideration, the consummation of the transactions contemplated hereby and other good and valuable consideration (the receipt and sufficiency of which is hereby agreed to and acknowledged), by execution of the Side Agreements, the Significant Securityholders shall severally and not jointly indemnify and hold harmless each of the Parent Indemnified Persons from and against, and each Significant Securityholder shall thereby waive any claim for contribution or indemnity from any of the Parent Indemnified Persons with respect to such Significant Securityholder’s Percentage of, any Indemnified Losses incurred or to be incurred by any of the Parent Indemnified Persons resulting from, arising out of, Section 8.2(a)(i) through

Indemnification of Parent. SLG(a) Parent, SLGOP and Manager Corp, jointly and severally, shall indemnify and hold harmless Parent and its Subsidiaries (including the Operating Partnership) Merger Sub and their respective successors and the respective shareholders, members, partners, officers, directors, managersemployees, employees agents and agents of each such indemnified Person Affiliates (collectively, the “Parent Parent’s Indemnified PartiesPersons”) shall be indemnified and held harmless by the Stockholders from and against any each and all Losses that may be asserted against, or every Loss paid, suffered by, imposed on or incurred by any Parent of the Parent’s Indemnified Party (whether Persons arising from, relating to or not due to third party claims) thatresulting out of, directly or indirectly, arise out of, result from, are based upon or relate to: : (ai) any inaccuracy in or any breach of, as of the Closing Date (except any representations and warranties that expressly speak as of a specified date or time, in which case only as of such specified date or time), any representation or warranty made of the Company under this Agreement or the Company Disclosure Letter or any other agreement or certificate delivered or to be delivered by SLGOP or Manager Corp the Company pursuant hereto in this Agreement; provided, however, that if any respect (in each case without regard to whether such representation and or warranty is qualified in any respect by materialitythe phrase “material,” “material adverse effect,” or other similar qualifiers), Manager Material Adverse Effect whether or SLG Material Adverse Effect, for purposes of this clause not the Parent’s Indemnified Persons relied thereon or had knowledge thereof; or (a) such materiality, Manager Material Adverse Effect or SLG Material Adverse Effect qualification will in all respects be ignored; (bii) any failure by SLGbreach or nonfulfillment of any covenant, SLGOP agreement or Manager Corp to duly and timely perform other obligation of the Company or fulfill any of its covenants or agreements required to be performed by it the Stockholders under this AgreementAgreement or any agreement or document delivered pursuant hereto; or (ciii) any acts indemnification right or omissions performed obligation with respect to Taxes arising under Sections 7.1 or not performed by Manager prior 10.3; or (iv) (A) any claims of any actual or purported holders of the Company’s securities challenging or otherwise relating to the Closing in its capacity as “Manager” under allocation of, or entitlement to a portion of, the Management AgreementMerger Consideration, including, but not limited to the extent any such acts claims under any purported contractual, employment or omissions performed other rights that claim rights in securities of the Company or not performed constituted willful misconductclaims for damages based on any such rights; and (B) any claims in respect of any dissenting share or payments in respect thereof in excess of the amount per share to which the Stockholder exercising its rights with respect to such dissenting share would have otherwise been entitled. For the avoidance of doubt, gross negligence, the Stockholders shall be obligated to indemnify Parent’s Indemnified Persons for any attorneys’ fees or fraud in connection other costs to Parent or the Company associated with the exercise of the Manager’s duties under the Management Agreement such dissenters’ rights; or (it being understood that in the event of a conflict between the terms and provisions of this Agreement and the Management Agreement v) any Liability in respect of claims made by holders of the foregoing, Company’s securities alleging that the terms and provisions securities of this Agreement shall govern and controlthe Company were sold in violation of federal or state securities laws; (vi) any excess in the aggregate amount of Company Expenses (as defined below) over the Company Expense Cap (as defined below); and or (dvii) any claims made by any M&A Incentive Plan Participants (other than for claims for payments of the individuals party to Company M&A Incentive Plan Payment or the agreements Parent M&A Incentive Plan Payment pursuant to, and for the amounts set forth on Schedule 7.2(din, Sections 2.2(a)(ii)(A) with respect to the subject matter covered by those agreements. Notwithstanding anything in this Agreement to the contrary, the parties agree that none of SLG, SLGOP and 2.7) or Manager Corp shall be liable or responsible under this Section 7.2 or otherwise for Losses of the Manager or Parent other Stockholders arising out of, resulting from, based upon from or relating to the matters set forth on Schedule 7.2Company M&A Incentive Plan, including payments made pursuant thereto.

Indemnification of Parent. SLGFrom and after the Closing, SLGOP the Participating Securityholders shall, severally and Manager Corpnot jointly, jointly and severallyin accordance with such Participating Securityholder’s Ownership Percentage indemnify, shall indemnify and hold harmless and defend Parent and its Subsidiaries (including the Operating Partnership) Merger II Surviving Company, their Affiliates, and each of their respective successors and the respective shareholders, members, partners, officers, directors, managersemployees, employees agents and agents of other representatives and respective successors and assigns (each such indemnified Person (collectively, the a “Parent Indemnified PartiesParty”) from and against any and all Losses that may be asserted against, or paid, suffered or incurred by any Parent Indemnified Party (whether or not due to third party claims) that, Damages directly or indirectly, arise indirectly arising out of, result of or resulting from, are based upon or relate to: : (a) any inaccuracy breach of any representation or warranty (other than a Specified Representation) made by the Company in Article 2 of this Agreement as of the date of this Agreement or any breach of, failure of any such representation or warranty to be true and correct as of and as though made on the Closing Date (except any representations and warranties that other than those expressly speak given as of a specified date or timeprior to the date of this Agreement, in for which case only the breach shall be determined as of such specified date) (in each case without giving effect to any amendment or supplement to the Company Disclosure Schedules made or purported to be made after the date or time), any representation or warranty made by SLGOP or Manager Corp in of this Agreement; provided, however, that if any such representation and warranty is qualified in any respect by materiality, Manager Material Adverse Effect or SLG Material Adverse Effect, for purposes of this clause (a) such materiality, Manager Material Adverse Effect or SLG Material Adverse Effect qualification will in all respects be ignored; ); (b) any breach of any Specified Representation as of the date of this Agreement or any failure of any such Specified Representation to be true and correct as of the date of this Agreement or any failure of any such representation or warranty to be true and correct as of and as though made on the Closing Date (other than those expressly given as of a specified date prior to the date of this Agreement, for which the breach shall be determined as of such specified date) (in each case without giving effect to any amendment or supplement to the Company Disclosure Schedules made or purported to be made after the date of this Agreement); (c) any (i) breach of any covenant or agreement made by the Company (at or before the Closing to the extent that such covenants require performance by the Company at or before the Closing) in this Agreement or (ii) failure by SLG, SLGOP or Manager Corp the Securityholders’ Representative to duly and timely perform or fulfill otherwise act in accordance with any covenant, agreement or any other provision applicable to the Securityholders’ Representative contained in this Agreement; (d) any unpaid Pre-Closing Taxes; (e) the exercise by any holder of Company Capital Stock of any appraisal or dissenters’ rights, including any payment in respect of such holder’s Dissenting Shares (including any interest paid thereon), to the extent such payments exceed the amount to which such holder would have been entitled pursuant to Section 1.5 (Conversion of Shares) in respect of such Dissenting Shares and any costs and expenses incurred in connection with resolving any claim with respect to such Dissenting Shares; (f) any claim asserted by any current, former or alleged securityholder (including any current, former or alleged holder of options or other rights to securities) of the Company (i) relating to this Agreement, any other agreement entered into in connection with this Agreement, the Mergers or any of the other transactions contemplated hereby or thereby, other than for breaches or non-performance by Parent and its covenants or agreements required Affiliates for obligations to be performed by it Parent or its Affiliates on and after the Closing Date, (ii) alleging any ownership of or interest in any shares or other securities of the Company that is not specifically disclosed in the Closing Payment Schedule or any updated Closing Payment Schedule, (iii) relating to any rights to securities, antidilution protection, preemptive rights, rights of first offer or first refusal, or rights to notice or to vote, (iv) relating to any rights under this Agreement; the Company organizational documents, (cv) that such Person’s securities were wrongfully issued or repurchased by the Company or (vi) relating to any actual or alleged breach of fiduciary duties; (g) any inaccuracy, error or omission in the Closing Payment Schedule or any updated Closing Payment Schedule, including the calculation or determination of a Participating Securityholder’s Ownership Percentage, and any claims by any Person relating to or arising out of the miscalculation or inaccuracy of the Merger Consideration, including as a result of any inaccuracy, error or omission in the Closing Payment Schedule or any updated Closing Payment Schedule; (h) any claim for Fraud; (i) any Closing Date Indebtedness or Closing Date Transaction Expenses to the extent not reflected in the calculation of the Closing Cash Consideration Amount and Adjustment Amount; (j) any liabilities or obligations with respect to any rights to indemnification of the directors and officers of the Company for their acts or and omissions performed or not performed by Manager prior to the Closing in its capacity as “Manager” under Date; and (k) the Management Agreement, to the extent any Special Indemnified Matters (provided that such acts or omissions performed or not performed constituted willful misconduct, gross negligence, or fraud in connection with the exercise obligation of the Manager’s duties under the Management Agreement (it being understood that Securityholders to indemnify, hold harmless and defend for Special Indemnified Matters may not exceed in the event of a conflict between aggregate the terms and provisions of this Agreement and the Management Agreement in respect of the foregoing, the terms and provisions of this Agreement shall govern and controlEscrow Amount); and (d) any claims made by any of the individuals party to the agreements set forth on Schedule 7.2(d) with respect to the subject matter covered by those agreements. Notwithstanding anything in this Agreement to the contrary, the parties agree that none of SLG, SLGOP or Manager Corp shall be liable or responsible under this Section 7.2 or otherwise for Losses of the Manager or Parent arising out of, resulting from, based upon or relating to the matters set forth on Schedule 7.2.

Indemnification of Parent. SLG(a) From and after the Closing, SLGOP pursuant to this Agreement and Manager Corpthe Indemnification Escrow Agreement and subject to the limitations contained in this Article 7, jointly and severally, shall indemnify and hold harmless Parent and its Subsidiaries Affiliates (including including, from and after the Operating PartnershipClosing, the Surviving Company) and their respective successors the present and the respective shareholdersformer directors, membersofficers, partners, officersemployees, directorssuccessors, managersassigns, employees representatives and agents of each of them in their capacities as such indemnified Person (collectively, the “Parent Indemnified PartiesPersons”) ), shall be indemnified and held harmless from and against against, any and all Losses that may be asserted againstclaims, losses, judgments, orders, damages, liabilities, expenses or paid, suffered or costs including reasonable attorneys’ fees and expenses (“Losses”) actually incurred by any Parent Indemnified Party (whether of them, resulting from or not due to third party claims) that, directly or indirectly, arise arising out of, result from, are based upon or relate to: : (ai) any inaccuracy in or any breach of, as of the Closing Date (except any representations and warranties that expressly speak as of a specified date or time, in which case only as of such specified date or time), any representation or warranty made by SLGOP the Company in Article 2 of this Agreement or Manager Corp any other Transaction Document; (ii) any breach by the Company of any covenant or agreement contained in this Agreement or any other Transaction Document that is to be performed prior to the Merger or was required to have been performed prior to the Merger or any breach by the Representatives of any covenant or agreement contained in this Agreement or any other Transaction Document; (iii) the matters set forth on Schedule 7.2(a)(iii) (the “Scheduled Indemnity Matters”); (iv) the Unitholder Transaction Expenses (the “Expenses Indemnity”) (it being acknowledged and agreed that the Pro Rated Excess Unitholder Transaction Expenses which are paid out of the Preferred Unitholder Initial Cash Payment shall not be deemed Losses of Parent for any purposes of this Agreement, including without limitation for purposes of the Parent Cap or Parent Special Matters Cap); (v) any continuing indemnification or similar obligation under any engagement letter with Xxxxxx Xxxxxxx or Xxxxxxx Xxxxx, whether or not such engagement letter shall have been terminated (the “Engagement Letter Indemnification Indemnity”); (vi) any claims (including claims made against the Company, the Surviving Company or their respective directors, officers or managers) made by current (i.e., those as of the date of this Agreement or those who become such between the date of this Agreement and the Closing Date) or former (A) direct or indirect holders of equity interests of the Company (including the Unitholders and the Blocker Owners) or (B) holders of unit appreciation rights or other rights to acquire equity interests in the Company of any kind or nature whatsoever, in their capacity as a holder of equity interests or holder of any such rights or any other capacity, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or understanding (other than claims against Parent or Acquisition Subsidiary for breach of this Agreement, the other Transaction Documents and any of the other agreements executed and delivered by Parent or Acquisition Subsidiary in connection herewith) or otherwise at law or equity, and whether asserted prior to, at or after the Effective Time (other than claims for which the facts or circumstances giving rise to such claim first occur following Closing) (the “Unitholder Claims”); or (vii) (X) the Company’s and its Subsidiaries’ Taxes or their liability, if any (for example, by reason of transferee liability or application of Treasury regulation 1.1502-6) for Taxes of others, including, but not limited to, Unitholders or any Affiliate of any Unitholder, or indemnified Losses payable with respect to Taxes claimed or assessed against the Company or any Subsidiary of the Company (A) for any Tax period (or portion thereof) ending on or before the Closing Date or as a result of the transactions contemplated hereby, (B) for any Tax period resulting from a breach of any of the representations or warranties or the covenants contained in Sections 2.8 and 6.7 hereof, or (C) for a Tax period of the Company or any Subsidiary of the Company ending after the Closing Date arising out of the settlement or other resolution of a proposed Tax adjustment that relates to a Tax period ending on or before the Closing Date, in each case other than Taxes in the amounts and to the extent reflected in the Balance Sheet, as such reserve is adjusted for the passage of time through the Closing Date in the Ordinary Course of Business, and in accordance with past custom and practice of the Company and its Subsidiaries in filing their Tax Returns, whether paid or unpaid, and (Y) any Foregone Tax Benefit in excess of $2,500,000 (collectively, the “Tax Indemnity” and, together with the Scheduled Indemnity Matters, the Expenses Indemnity, the Engagement Letter Indemnification Indemnity and the Unitholder Claims, the “Special Indemnity Matters”); provided, however, the obligation to indemnify the Parent Indemnified Persons for any Tax shall be limited to any Tax properly attributable to taxable periods, or portions thereof, ending on or before the Closing Date; provided, further, that the obligation to indemnify the Parent Indemnified Persons for any Tax shall not include any employment Taxes payable by the Company with respect to cash retention bonus under the Cash Bonus Plan. (b) Subject to Section 7.6(d), Section 7.6(g), Section 7.7(b) and Section 9.7(b), from and after the Closing, the Parent Indemnified Parties shall be entitled to recover any indemnified Losses to which they are entitled hereunder in accordance with Section 7.7(f), from the Indemnification Escrow Account and by exercising its right of setoff against $42,450,000 of any Earnout Consideration otherwise payable (the “Adjustable Earnout Setoff Amount”); provided, however, that if any to the extent that the Company shall deliver to Parent, at Closing, Unitholder Releases from Unitholders holding more than 50% of the Units (or, in the case of the Blocker Entities, the Unitholder Releases shall be executed by the Blocker Owners and the Units that were held by such representation and warranty is qualified in any respect by materiality, Manager Material Adverse Effect or SLG Material Adverse Effect, for purposes of this clause (a) such materiality, Manager Material Adverse Effect or SLG Material Adverse Effect qualification will in all respects be ignored; (b) any failure by SLG, SLGOP or Manager Corp to duly and timely perform or fulfill any of its covenants or agreements required to be performed by it under this Agreement; (c) any acts or omissions performed or not performed by Manager Blocker Entities prior to the Closing in its capacity as “Manager” under the Management Agreement, to the extent any such acts or omissions performed or not performed constituted willful misconduct, gross negligence, or fraud in connection with the exercise consummation of the Manager’s duties under transactions contemplated by the Management Agreement Blocker Purchase Agreements shall be deemed to be included in such percentage) (the “Minimum Release Threshold Percentage”), the Adjustable Earnout Setoff Amount shall be reduced on a pro rata basis between the Minimum Release Threshold Percentage and 100% in the manner contemplated by Schedule 7.2(b) (it being understood that in the event of a conflict between the terms if Releases are executed and provisions of this Agreement and the Management Agreement in respect delivered by 100% of the foregoingUnitholders, the terms and provisions Adjustable Earnout Setoff Amount shall be zero (0)). None of this Agreement shall govern and control); and (d) Parent, the Surviving Company, any claims made by other Parent Indemnified Person or any of the individuals party their respective Affiliates shall have a right to setoff against payment of any Earnout Consideration due to Unitholders under Article 1 except to the agreements set forth on Schedule 7.2(d) with respect to the subject matter covered by those agreements. Notwithstanding anything extent expressly provided for in this Agreement to the contrary, the parties agree that none of SLG, SLGOP or Manager Corp shall be liable or responsible under this Section 7.2 or otherwise for Losses of the Manager or Parent arising out of, resulting from, based upon or relating to the matters set forth on Schedule 7.2(including Sections 7.6(d) and 9.7(b)).

Indemnification of Parent. SLG(a) Subject to the terms and conditions of this Article VII and the consummation of the Merger, SLGOP and Manager Corpin accordance with the Second Amended and Restated Company Support Agreement, jointly the Escrowed Indemnity Shares (including the First Target Indemnity Shares, the Second Target Indemnity Shares and severallythe Third Target Indemnity Shares) shall be used to indemnify and defend, shall indemnify save and hold harmless Parent and its Subsidiaries (including Parent, the Operating Partnership) Surviving Corporation and their respective successors and the respective shareholders, members, partnersdirectors, officers, directorsagents, managersemployees, employees successors and agents of each such indemnified Person assigns (collectively, the “Parent Indemnified PartiesIndemnitees”) from and against any and all Losses that may be asserted against, or paidresulting to, suffered imposed upon, or incurred by any Parent Indemnified Party Indemnitee by reason of, arising out of or resulting from: (i) the inaccuracy or breach of any representation or warranty of the Company contained in or made pursuant to this Agreement, any Transaction Document, any schedule or any certificate delivered by the Company to Parent pursuant to this Agreement with respect hereto or thereto in connection with the Closing; (ii) the non-fulfillment or breach of any covenant or agreement of the Company contained in this Agreement; (iii) Excluded Taxes; and (iv) Parent’s enforcement of its rights under this Section 7.2. (b) Subject to the other limitations contained herein, the Parent Indemnitees shall be entitled to be indemnified in respect of Section 7.2(a) (other than in the case of the exceptions in the final proviso of this Section 7.2(b)) exclusively from the Escrowed Indemnity Shares (including the First Target Indemnity Shares, the Second Target Indemnity Shares and the Third Target Indemnity Shares) in accordance with the Escrow Agreement, and such Escrowed Indemnity Shares (including the First Target Indemnity Shares, the Second Target Indemnity Shares and the Third Target Indemnity Shares) shall constitute the sole source of recovery for any claims by Parent Indemnitees arising under this Agreement; provided that no Losses of any Parent Indemnitees shall be indemnifiable pursuant to Section 7.2(a) unless and until the aggregate amount of all such Losses otherwise payable exceeds $2,000,000 (the “Deductible”), in which event the amount payable shall include all amounts included in the Deductible and all future amounts that become payable thereafter under this Article VII; provided, further, that the aggregate indemnification for Losses pursuant to this Article VII shall not in any event exceed the value of Escrowed Indemnity Shares (including the First Target Indemnity Shares, the Second Target Indemnity Shares and the Third Target Indemnity Shares) as determined pursuant to Section 7.3(b); provided, further, that nothing in this Article VII shall preclude or in any way restrict any Parent Indemnitee from seeking additional remedies in respect of Losses resulting from fraud or willful misrepresentation. (c) As used in this Article VII, the term “Losses” shall include all losses, liabilities, damages, Taxes, judgments, awards, orders, penalties, settlements, costs and expenses (including, without limitation, interest, penalties, court costs and reasonable legal fees and expenses) including those arising from any demands, claims, suits, actions, costs of investigation, notices of violation or noncompliance, causes of action, proceedings and assessments whether or not due made by third parties or whether or not ultimately determined to third party claims) that, directly or indirectly, arise out of, result from, are based upon or relate to: (a) be valid. Solely for the purposes of determining the amount of any inaccuracy in or any breach of, as of the Closing Date (except any representations and warranties that expressly speak as of a specified date or time, in Losses for which case only as of such specified date or time)Parent may be entitled to indemnification pursuant to this Article VII, any representation or warranty made by SLGOP or Manager Corp contained in this Agreement; provided, however, Agreement that if any such representation and warranty is qualified in any respect by materiality, Manager Material Adverse Effect a term or SLG terms such as “material,” “materially,” or “Company Material Adverse Effect, for purposes of this clause (a) such materiality, Manager Material Adverse Effect or SLG Material Adverse Effect qualification will in all respects be ignored; (b) any failure by SLG, SLGOP or Manager Corp to duly and timely perform or fulfill any of its covenants or agreements required to be performed by it under this Agreement; (c) any acts or omissions performed or not performed by Manager prior to the Closing in its capacity as “Manager” under the Management Agreement, to the extent any such acts or omissions performed or not performed constituted willful misconduct, gross negligence, or fraud in connection with the exercise of the Manager’s duties under the Management Agreement (it being understood that in the event of a conflict between the terms and provisions of this Agreement and the Management Agreement in respect of the foregoing, the terms and provisions of this Agreement shall govern and control); and (d) any claims made by any of the individuals party to the agreements set forth on Schedule 7.2(d) with respect to the subject matter covered by those agreements. Notwithstanding anything in this Agreement to the contrary, the parties agree that none of SLG, SLGOP or Manager Corp shall be liable deemed made or responsible under this Section 7.2 or otherwise for Losses of the Manager or Parent arising out of, resulting from, based upon or relating given without such qualification and without giving effect to the matters set forth on Schedule 7.2such words.

Indemnification of Parent. SLGAfter the Closing, SLGOP and Manager Corpeach Company Stockholder (pursuant to such Company Stockholder’s agreement to be bound by the terms of this Article 9 in the Closing Agreements), jointly and shall severally, shall in accordance with and limited to such Company Stockholder’s Pro Rata Share, and not jointly, indemnify each of Parent, the Surviving Corporation and hold harmless Parent and its Subsidiaries (including the Operating Partnership) Affiliates of each of the foregoing, and their respective successors and the respective shareholdersdirectors, members, officers, equity holders, partners, officersemployees, directorsagents, managerssubsidiaries, employees representatives and agents of each such indemnified Person successors and assigns (collectively, the “Parent Indemnified Parties”) ), and save and hold each of the Parent Indemnified Parties harmless from and against and pay or reimburse the Parent Indemnified Parties as and when incurred for such Company Stockholder’s Pro Rata Share of: (a) any and all Losses that may be asserted against, or paid, suffered or incurred by Adverse Consequences which any Parent Indemnified Party (whether may suffer, sustain or not due to third party claims) thatbecome subject to, in connection with, resulting from or arising out of, directly or indirectly, arise out of, result from, are based upon or relate to: (a) any inaccuracy in or breach of any breach representation or warranty of the Company contained in this Agreement; (b) any and all Adverse Consequences which any Parent Indemnified Party may suffer, sustain or become subject to, in connection with, resulting from or arising out of, as directly or indirectly, any nonfulfillment or breach of any covenant or agreement on the part of the Company prior to the Closing; (c) the amount (if any) by which the amount paid by Parent or the Target Companies with respect to an Indemnified Item on Schedule G (the “Company Indemnified Items Schedule”) exceeds the amount set forth opposite such Indemnified Item on the Company Indemnified Items Schedule; (d) any and all (i) Income Taxes of any of the Target Companies for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (except any representations and warranties that expressly speak but does not end on) the Closing Date (as allocated, in the case of a specified date Straddle Period, pursuant to Section 6.10(c) hereof) (“Pre-Closing Tax Period”), (ii) any Transfer Taxes for which the Company Stockholders are responsible pursuant to Section 6.10(e), (ii) any Taxes resulting from, arising out of, or timeotherwise relating to, any of the Propco Sales or any other sale or disposition of real property by the Target Companies prior to the Effective Time (the “Propco Taxes”), (iv) Taxes of any member of an affiliated, consolidated, combined or unitary group of which Target or any of its Subsidiaries (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or non-U.S. law or regulation, and (v) any Taxes resulting from, arising out of, or otherwise relating to the Merger, the Ownership Restructuring or the Tax Restructuring; (e) any and all (i) Taxes of any of the Target Companies for all Pre-Closing Tax Periods (as allocated, in which the case only as of such specified date or timea Straddle Period, pursuant to Section 6.10(c) hereof), and (ii) Taxes of any representation Person (other than the Target Companies) imposed on any of the Target Companies as a transferee or warranty made successor, by SLGOP contract or Manager Corp pursuant to any law, rule, or regulation (including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or non-U.S. law or regulation), which Taxes relate to an event or transaction occurring on or before the Closing, in this Agreementeach case to the extent such Taxes are not governed by Section 9.1(d); provided, however, that the Company Stockholders shall be liable for any Tax that is not an Income Tax pursuant to clauses (i) and (ii) above (or pursuant to Sections 9.1(a)-(d)) only to the extent that such Tax exceeds the amount, if any any, taken into account for such representation Tax, if any, in the determination of the Company Net Working Capital of the Target Companies as of the Effective Time; provided further, that where the Combined Net Debt and warranty is qualified Working Capital of the Target Companies as of the Effective Time exceeds the Lower Indemnification Threshold, the aggregate amount of Taxes excepted under the foregoing proviso shall not exceed the sum of (x) the portion of all Taxes included in any respect by materialitythe determination of the Company Net Working Capital of the Target Companies as of the Effective Time that resulted in a reduction of the additional cash consideration that would be payable to the Company Stockholders pursuant to Section 3.7(b) plus (y) the portion of all Taxes, Manager Material Adverse Effect or SLG Material Adverse Effectif any, for purposes included in the determination of this the Company Net Working Capital that result in a payment obligation of the Company Stockholders pursuant to Section 9.1(f), as determined in the case of clause (ax) or (y) on a “with and without” basis in respect of all such materiality, Manager Material Adverse Effect or SLG Material Adverse Effect qualification will Taxes included in all respects be ignored; the determination of Company Net Working Capital of the Target Companies as of the Effective Time. (bf) the amount (if any) by which the actual Combined Net Debt and Working Capital of the Target Companies as of the Effective Time is greater than the Upper Indemnification Threshold; (g) any failure and all Adverse Consequences resulting from, arising out of, or otherwise relating to or owed by SLG, SLGOP Propco or Manager Corp to duly and timely perform or fulfill any of its covenants Subsidiaries, the Propco Sales or agreements required to be performed any other sale or disposition of real property by it under this Agreement; (c) any acts or omissions performed or not performed by Manager the Target Companies prior to the Effective Time (including any and all Taxes of Propco or any of its Subsidiaries for any Pre-Closing in its capacity as “Manager” under the Management AgreementTax Period); and (h) any and all Adverse Consequences resulting from, to the extent any such acts or omissions performed or not performed constituted willful misconduct, gross negligencearising out of, or fraud in connection with otherwise relating to the exercise of the Manager’s duties under the Management Agreement (it being understood that in the event of a conflict between the terms and provisions of this Agreement and the Management Agreement in respect of the foregoing, the terms and provisions of this Agreement shall govern and control); and (d) any claims made appraisal rights by any of the individuals party Company Stockholders, including any amounts paid to the agreements set forth on Schedule 7.2(d) with respect to the subject matter covered by those agreements. Notwithstanding anything such Company Stockholders in this Agreement to the contrary, the parties agree that none of SLG, SLGOP or Manager Corp shall be liable or responsible under this Section 7.2 or otherwise for Losses excess of the Manager or Parent arising out of, resulting from, based upon or relating to the matters set forth on Schedule 7.2consideration that would otherwise be payable hereunder.

Indemnification of Parent. SLG(a) Subject to the terms and conditions of this Article VII and the consummation of the Merger, SLGOP the Escrowed Indemnity Shares shall be used to indemnify and Manager Corpdefend, jointly and severally, shall indemnify save and hold harmless Parent and its Subsidiaries (including Parent, the Operating Partnership) Surviving Entity and their respective successors and the respective shareholders, members, partnersdirectors, officers, directorsagents, managersemployees, employees successors and agents of each such indemnified Person assigns (collectively, the “Parent Indemnified PartiesIndemnitees”) from and against any and all Losses that may be asserted against, or paidresulting to, suffered imposed upon, or incurred by any Parent Indemnified Party (whether or not due to third party claims) that, directly or indirectly, arise out Indemnitee by reason of, result arising out of or resulting from, are based upon : (i) the failure of any of any representation or relate to: (a) warranty of the Company or any inaccuracy of its Subsidiaries contained in or made pursuant to this Agreement, any breach ofTransaction Document, any schedule or any certificate delivered by the Company to Parent pursuant to this Agreement with respect hereto or thereto in connection with the Closing to be true and correct in all respects as of the date of this Agreement and as of Closing as if made as of the Closing Date (except any representations and warranties that expressly speak as in the case of a specified date or time, in which case only as of such specified date or time), any representation or warranty made by SLGOP that speaks only as of a specific date, which representation or Manager Corp warranty shall be true and correct as of such date); (ii) failure of the Company or any of its Subsidiaries to fully perform, fulfill or comply with any covenant or agreement of the Company or any of its Subsidiaries contained in this Agreement; (iii) the Excluded Taxes; (iv) the Reorganization Taxes; (v) any amounts paid pursuant to any judgment or settlement entered in connection with the litigation listed on Section 3.12 of the Company Disclosure Statement; (vi) any Taxes imposed by any Government Entity as a result of Parent’s failure to withhold pursuant to Section 1445 of the Code and the Treasury Regulations promulgated thereunder from the Merger Consideration payable to any holder of Company Common Stock or Company Preferred Stock that did not deliver to Parent a duly executed “Non-Foreign Person Affidavit” as described in Section 5.12; or (vii) Parent’s enforcement of its rights under this Section 7.2. (b) Subject to the other limitations contained herein, the Parent Indemnitees shall be entitled to be indemnified in respect of Section 7.2(a) (other than in the case of the exceptions in the final proviso of this Section 7.2(b)) solely and exclusively from the Escrowed Indemnity Shares in accordance with the Escrow Agreement, and such Escrowed Indemnity Shares shall constitute the sole source of recovery for any claims by Parent Indemnitees arising under this Agreement; provided that no Losses of any Parent Indemnitees shall be indemnifiable pursuant to Section 7.2(a)(i) (other than in respect of any breach of the representations set forth in Sections 3.1, 3.2, 3.3, 3.6(f), 3.8, and 3.27) unless and until the aggregate amount of all such Losses otherwise payable exceeds $1,000,000 (the “Deductible”) , at which time the Parent Indemnitees shall be entitled to indemnification for such Losses in excess of the Deductible; provided, further that no Losses of any Parent Indemnitees shall be indemnifiable pursuant to Section 7.2(a)(v) unless and until the aggregate amount of all such Losses otherwise payable exceeds the amount listed on Section 3.12 of the Company Disclosure Statement, in which event the amount of Losses that are payable shall include the entire amount of such Losses (including the initial the amount listed on Section 3.12 of the Company Disclosure Statement of such Losses); provided, however, that if the aggregate amounts of such Losses are less than the amount listed on Section 3.12 of the Company Disclosure Statement, then such Losses shall be counted towards the Deductible; provided, further, that the aggregate indemnification for Losses pursuant to this Article VII shall not in any such event exceed the aggregate value of Escrowed Indemnity Shares, as determined pursuant to Section 7.4(b); provided, further, that nothing in this Article VII shall preclude or in any way restrict any Parent Indemnitee from seeking additional remedies in respect of Losses resulting from fraud, willful misrepresentation or intentional breach. (c) As used in this Article VII, the term “Losses” shall include all losses, liabilities, damages, Taxes, judgments, awards, orders, penalties, settlements, costs and expenses (including, without limitation, interest, penalties, court costs and reasonable legal fees and expenses) including those arising from any demands, claims, suits, actions, costs of investigation, notices of violation or noncompliance, causes of action, proceedings and assessments whether or not made by third parties or whether or not ultimately determined to be valid. Solely for the purposes of determining the amount of any Losses for which Parent may be entitled to indemnification pursuant to this Article VII, any representation and or warranty contained in this Agreement that is qualified in any respect by materiality, Manager Material Adverse Effect a term or SLG terms such as “material,” “materially,” or “Company Material Adverse Effect” shall be deemed made or given without such qualification and without giving effect to such words. (d) The amount of any Losses subject to indemnification under Section 7.2 shall be reduced by the amounts actually recovered by the Parent Indemnitees under applicable insurance policies with respect to claims related to such Losses. (e) Except as otherwise permitted by the proviso in the last sentence of Section 7.2(b) or in respect of Third Party Claims, the Escrowed Indemnity Shares shall not be available under Section 7.2 to any Parent Indemnitee for purposes any consequential or incidental damages (other than consequential or incidental damages in the form of this clause (alost profits or diminution of value) such materialityor punitive Losses, Manager Material Adverse Effect or SLG Material Adverse Effect qualification will except in all respects be ignored; (b) any failure by SLG, SLGOP or Manager Corp to duly and timely perform or fulfill any of its covenants or agreements required to be performed by it under this Agreement; (c) any acts or omissions performed or not performed by Manager prior to the Closing in its capacity as “Manager” under the Management Agreement, each case to the extent any such acts or omissions performed or not performed constituted willful misconduct, gross negligence, or fraud awarded to a third party in connection with the exercise of the Manager’s duties under the Management Agreement (it being understood that in the event of a conflict between the terms and provisions of this Agreement and the Management Agreement in respect of the foregoing, the terms and provisions of this Agreement shall govern and control); and (d) any claims made by any of the individuals party to the agreements set forth on Schedule 7.2(d) with respect to the subject matter covered by those agreements. Notwithstanding anything in this Agreement to the contrary, the parties agree that none of SLG, SLGOP or Manager Corp shall be liable or responsible under this Section 7.2 or otherwise for Losses of the Manager or Parent arising out of, resulting from, based upon or relating to the matters set forth on Schedule 7.2Third Party Claim.

Indemnification of Parent. SLG(a) Pursuant to this Agreement, SLGOP the Escrow Agreement, the Letters of Transmittal, the Option Cancellation Agreements, and Manager Corpthe Warrant Termination Agreements and subject to the limitations contained in this Article 8, jointly and severally, shall indemnify and hold harmless Parent and its Subsidiaries Affiliates (including including, from and after the Operating PartnershipClosing, the Surviving Company and the Company) and their respective successors and the respective shareholdersstockholders, membersdirectors, officers, partners, officersemployees, directorssuccessors, managersassigns, employees representatives and agents of each of them in their capacities as such indemnified Person (collectively, the “Parent Indemnified PartiesPersons”) ), shall be indemnified and held harmless from and against against, any and all claims, losses, judgments, orders, damages, liabilities, expenses or costs (“Losses”), plus reasonable attorneys’ fees and expenses incurred or accrued in connection with Losses and/or enforcement of this Agreement, the Escrow Agreement or any other ancillary document and interest on the amount of such Losses at the Prime Rate, as it appears in The Wall Street Journal, from the date that may such Losses were actually incurred until the day immediately prior to the date of payment to the Indemnified Party, determined based on a 360-day year (in all, “Indemnified Losses”), incurred or to be asserted against, or paid, suffered or incurred by any Parent Indemnified Party (whether of them resulting from or not due to third party claims) that, directly or indirectly, arise arising out of, result from, are based upon or relate to: : (ai) any inaccuracy in or any breach of, as of the Closing Date (except any representations and warranties that expressly speak as of a specified date or time, in which case only as of such specified date or time), any representation or warranty made by SLGOP or Manager Corp the Company in this Agreement; provided, however, that if any such representation and warranty is qualified in any respect by materiality, Manager Material Adverse Effect or SLG Material Adverse Effect, for purposes of this clause ; (a) such materiality, Manager Material Adverse Effect or SLG Material Adverse Effect qualification will in all respects be ignored; (bii) any failure nonfulfillment, nonperformance, nonobservance or other breach or violation, or default in performance by SLGthe Company (in the case of the Company, SLGOP prior to or Manager Corp to duly and timely perform at the Closing) or fulfill the Representative of, any of its covenants covenant or agreements required to be performed by it under agreement contained in this Agreement; , the Escrow Agreement or any other ancillary document; (ciii) any acts Indebtedness of the Company or omissions performed or not performed by Manager its Subsidiaries immediately prior to the Closing in its capacity as “Manager” under the Management AgreementClosing, but only to the extent not taken into account in determining the Initial Merger Consideration; (iv) any such acts or omissions performed or Company Transaction Expenses, but only to the extent not performed constituted willful misconduct, gross negligence, or fraud taken into account in connection with determining the exercise of the Manager’s duties under the Management Agreement Initial Merger Consideration; (it being understood that in the event of a conflict between the terms and provisions of this Agreement and the Management Agreement in respect of the foregoing, the terms and provisions of this Agreement shall govern and control); and (dv) any claims made by any of the individuals party to the agreements set forth on Schedule 7.2(d) for appraisal or dissenters’ rights with respect to any Shares under Delaware Law or any other applicable Law, provided, that, except in the subject matter covered case of claims made by those agreements. Notwithstanding anything the Stockholders identified in this Agreement Schedule 8.2(a)(v), such claims result in a per share consideration greater than the amount of Merger Consideration such Share would have otherwise been entitled to hereunder; (vi) the Company’s and its Subsidiaries’ Taxes or their liability, if any, for Taxes of others, including, but not limited to, Securityholders or any Affiliate of Securityholders, for any Pre-Closing Tax Period or portion of any Straddle Period ending at 11:59 p.m., Central Daylight Time, on the Closing Date, but only (A) to the contraryextent such Taxes are not reflected as a Tax Liability in the calculation of Final Closing Net Taxes Payable and (B) to the extent such Taxes exceed, in the parties agree that none of SLGaggregate, SLGOP or Manager Corp shall an amount equal to Two Hundred Fifty Thousand Dollars ($250,000) minus Final Closing Net Taxes Payable, such number not to be liable or responsible under this Section 7.2 or otherwise for Losses of the Manager or Parent arising out of, resulting from, based upon or relating to less than zero (“Pre-Closing Taxes”); or (vii) the matters set forth on Schedule 7.28.2(a)(vii) (the “Scheduled Indemnity Matters“). From and after the Closing, in consideration of the Parent’s agreement to pay the Merger Consideration, the consummation of the transactions contemplated hereby and other good and valuable consideration (the receipt and sufficiency of which are hereby agreed to and acknowledged), by execution of the Letters of Transmittal, the Option Cancellation Agreements, the Warrant Termination Agreements or other similar agreements, the Securityholders shall severally and not jointly indemnify and hold harmless each of the Parent Indemnified Persons from and against, and each Securityholder shall thereby waive any claim for contribution or indemnity from any of the Parent Indemnified Persons with respect to such Securityholder’s Percentage of, any Indemnified Losses incurred or to be incurred by any of the Parent Indemnified Persons resulting from, arising out of, Section 8.2(a)(i) through Section 8.2(a)(vii), fraud by the Company or fraud by such Securityholder. For purposes of this Agreement, the term “Percentage” means, with respect to each Securityholder, the percentage equivalent of a fraction, the numerator of which is the aggregate number of shares of Common Stock held by such Securityholder immediately prior to the Effective Time (including the aggregate number of shares of Common Stock issuable upon exercise of all Company Options and Company Warrants held by such Securityholder immediately prior to the Effective Time), and the denominator of which is the aggregate number of shares of Common Stock held by all Securityholders immediately prior to the Effective Time (including the aggregate number of shares of Common Stock issuable upon exercise of all Company Options and Company Warrants outstanding immediately prior to the Effective Time). Any amounts owed to Parent Indemnified Persons for such Indemnified Losses shall first be paid out of the Escrow Account in accordance with the Escrow Agreement and then, to the extent that such Indemnified Losses exceed the then available balance in the Escrow Account or indemnification for such Indemnified Losses is due after distribution of all amounts from the Escrow Account, pursuant to this Section 8.2. Except for Indemnified Losses resulting from, arising out of, or directly or indirectly connected to such Securityholder’s fraud, a Securityholder’s obligations under this Section 8.2(a) shall not exceed the aggregate amount of Merger Consideration paid or payable to such Securityholder. (b) By execution of a Letter of Transmittal, Option Cancellation Agreement, Warrant Termination Agreement or other similar agreement, each Securityholder shall severally and not jointly hold the Parent Indemnified Persons harmless and indemnify each of them from and against, and each Securityholder waives any claim for contribution or indemnity from any of the Parent Indemnified Persons (including the Surviving Company and the Company) with respect to, any and all Indemnified Losses incurred or to be incurred by any of them resulting from or arising out of: (i) any breach of any representation or warranty made by such Securityholder in a Letter of Transmittal, Option Cancellation Agreement, Warrant Termination Agreement or other similar agreement, it being agreed and acknowledged that with respect this Section 8.2(b)(i) each Securityholder is providing indemnity only with respect to breaches of representations and warranties made by such Securityholder in a Letter of Transmittal, the Option Cancellation Agreement, the Warrant Termination Agreement or other similar agreement and not those of any other Securityholder in any other Letter of Transmittal, the Option Cancellation Agreement, the Warrant Termination Agreement or other similar agreement, and that each Securityholder shall be liable under this Section 8.2(b)(i) only for the Indemnified Losses for which such Securityholder is providing indemnity under this Section 8.2(b)(i), without being limited to such Securityholder’s Percentage thereof and no other Securityholder shall be liable for any such Indemnified Losses; or (ii) any nonfulfillment, nonperformance, nonobservance or other breach or violation, or default in performance, by such Securityholder of any covenant or agreement of such Securityholder contained in such Letter of Transmittal, Option Cancellation Agreements, Warrant Termination Agreements or other similar agreement, it being agreed and acknowledged that with respect to this Section 8.2(b)(ii) each Securityholder is providing indemnity only with respect to the nonfulfillment, nonperformance, nonobservance or other breach or violation, or default in performance, of the covenants and agreements made by such Securityholder in such Letter of Transmittal, Option Cancellation Agreement, the Warrant Termination Agreement or other similar agreement and not with respect to those of any other Securityholders in any other Letter of Transmittal, Option Cancellation Agreement, the Warrant Termination Agreement or other similar agreement, and that each Securityholder shall be liable under this Section 8.2(b)(ii) only for the Indemnified Losses for which such Securityholder is providing indemnity under this Section 8.2(b)(ii), without being limited to such Securityholder’s Percentage thereof and no other Securityholder shall be liable for any such Indemnified Losses. (c) Prior to the Closing, the Parent Indemnified Persons shall be entitled to recover any Indemnified Losses to which they are entitled hereunder from the Company under this Agreement. From and after the Closing, the Parent Indemnified Parties shall be entitled to recover any Indemnified Losses to which they are entitled hereunder from the Escrow Account and the Securityholders under this Agreement, the Letters of Transmittal, the Option Cancellation Agreements, and the Warrant Termination Agreements. (d) For all Tax purposes, all indemnification payments under this Article 8 shall be treated by the Parties as adjustments to the Merger Consideration to the extent permitted by applicable law.

Indemnification of Parent. SLG(a) Pursuant to this Agreement and the Escrow Agreement and subject to the limitations contained in this Article VIII, SLGOP and Manager Corpeach Preferred Stockholder will, jointly and severallysolely from the Escrow Funds, shall indemnify and hold harmless Parent and its Subsidiaries (including the Operating Partnership) and their respective successors Surviving Corporation, and the respective shareholders, members, partnersdirectors, officers, directorssuccessors, managersassigns, employees and agents of each such indemnified Person of them (collectively, the “"Parent Indemnified Parties”) Persons"), from and against and in respect of any and all loss, liability, claim, damage, expense or diminution of value, whether or not involving a Parent Third Person Claim (as hereinafter defined) ("Losses"), plus costs of investigation and defense and reasonable attorneys' fees and expenses incurred in connection with Losses that may and/or enforcement of this Agreement or the Escrow Agreement, plus interest (collectively, "Indemnified Losses") incurred or to be asserted against, or paid, suffered or incurred by any Parent Indemnified Party (whether or not due to third party claims) thatof them resulting from, directly or indirectly, arise arising out of, result from, are based upon or relate directly or indirectly connected or related to: : (ai) any inaccuracy breach or violation of the Company's representations and warranties or of the Company's covenants or agreements contained in this Agreement or any document delivered pursuant hereto, including the provisions of this Article VIII, except that Indemnified Losses arising solely as a result of a breach ofafter the Effective Time by the Surviving Corporation of an agreement or covenant of the Company under this Agreement shall not be covered by this indemnity, unless such breach is caused in whole or in part by actions or inactions of the Company occurring prior to the Effective Time; (ii) any Action or threatened Action against the Company, whether arising prior to or after the Effective Time, by any Stockholder of the Company concerning the exercise or threatened exercise of Dissenter's Rights to the extent that the Losses therefor exceed the Merger Consideration otherwise payable to such Stockholder hereunder or which seeks to challenge, enjoin, prevent, obtain damages as a result of or otherwise delay or frustrate this Agreement or the Escrow Agreement or the consummation of the transactions contemplated hereby or thereby or which relates to or arises out of any event, fact or circumstance existing prior to the Effective Time, including, without limitation the Indemnified Losses incurred by the Company, Parent or the Acquisition Subsidiary in connection with the defense, settlement or other resolution thereof; (iii) the portion of any transfer, documentary, sales, use, stamp, registration and other similar Taxes, and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) that are required to be paid by the Preferred Stockholders pursuant to Section 6.4(a); (iv) the Company's Taxes or its liability, if any (for example, by reason of transferee liability or application of Treasury regulation Section 1.1502-6 for Taxes of others, including, but not limited to, the Preferred Stockholders or Indemnified Losses payable with respect to Taxes claimed or assessed against the Company (A) for any Taxable period (or portion thereof) ending on or before the Closing Date (except as provided in Section 6.4(d)), (B) for any Taxable period resulting from a breach of any of the representations or warranties or the covenants contained in Sections 2.8 and warranties that expressly speak as 6.4, or (C) for any Taxes for which the Preferred Stockholders are responsible pursuant to Section 6.4(a); or (v) all Indemnified Losses sustained in a Taxable period of the company ending after the Closing Date arising out of the settlement or other resolution (without the written consent of Parent) of a specified date proposed Tax adjustment that relates to a Taxable period ending on or time, in which case only as of such specified date or time), any representation or warranty made by SLGOP or Manager Corp in this Agreement; provided, however, that if any such representation and warranty is qualified in any respect by materiality, Manager Material Adverse Effect or SLG Material Adverse Effect, for purposes of this clause (a) such materiality, Manager Material Adverse Effect or SLG Material Adverse Effect qualification will in all respects be ignored; before the Closing Date; (b) any failure No information or knowledge acquired, or investigations conducted, by SLG, SLGOP Parent or Manager Corp to duly and timely perform its representatives (whether conducted or fulfill any of its covenants or agreements required to be performed by it under this Agreement; (c) any acts or omissions performed or not performed by Manager acquired prior to the date hereof or between the date hereof and the Closing Date) of the Company or otherwise shall in its capacity as “Manager” under the Management Agreement, to the extent any such acts or omissions performed or not performed constituted willful misconduct, gross negligenceway limit, or fraud in connection with the exercise constitute a waiver of, or a defense to, any right of the Manager’s duties Parent or any Parent Indemnified Person to assert a claim for indemnification under the Management Agreement (it being understood that in the event of a conflict between the terms and provisions of this Agreement and or the Management Agreement in respect of the foregoing, the terms and provisions of this Agreement shall govern and control); and (d) any claims made by any of the individuals party to the agreements set forth on Schedule 7.2(d) with respect to the subject matter covered by those agreements. Notwithstanding anything in this Agreement to the contrary, the parties agree that none of SLG, SLGOP or Manager Corp shall be liable or responsible under this Section 7.2 or otherwise for Losses of the Manager or Parent arising out of, resulting from, based upon or relating to the matters set forth on Schedule 7.2Escrow Agreement.

Indemnification of Parent. SLG(a) From and after the Closing (but subject to the terms and conditions of this Article 8), SLGOP and Manager Corpthe Holders hereby agree, jointly and severallyseverally (subject to the limitations set forth herein), shall to indemnify and hold the Parent Indemnitees (as defined below) harmless from and against, and pay to the applicable Parent Indemnitees the amount of, any and its Subsidiaries all losses, liabilities, Taxes, claims, suits, actions, obligations, deficiencies, demands, awards, judgments, damages, interest, fines, penalties, costs and expenses (including the Operating Partnershipcosts of investigation and defense and attorneys’ and other professionals’ fees and expenses) whether or not involving a Third Party Claim (hereinafter individually a “Loss” and collectively “Losses”) suffered or incurred by Parent, its Affiliates or any of their respective successors and the respective shareholders, members, partners, officers, directors, managers, employees employees, stockholders, members, partners, agents, representatives or successors and agents of each such indemnified Person assigns (collectively, the “Parent Indemnified PartiesIndemnitees”) from and against any and all Losses that may be asserted againstattributable to, or paid, suffered arising or incurred by any Parent Indemnified Party resulting from (whether or not due to third party claims) that, directly or indirectly, arise out of, result from, are based upon or relate to: (ai) any inaccuracy in or any breach of, as of the Closing Date (except any representations and warranties that expressly speak as of a specified date or time, in which case only as of such specified date or time), any representation or warranty of the Company contained in Article 3 of this Agreement, in each case without taking into account any disclosure made by SLGOP pursuant to Section 5.06, (ii) any breach of any covenant of the Company or Manager Corp any Holder contained in this Agreement; provided, however, that if any such representation and warranty is qualified in any respect by materiality, Manager Material Adverse Effect or SLG Material Adverse Effect, for purposes of this clause (a) such materiality, Manager Material Adverse Effect or SLG Material Adverse Effect qualification will in all respects be ignored; (biii) any failure by SLGExcluded Tax Liabilities, SLGOP or Manager Corp to duly and timely perform or fulfill (iv) any of its covenants or agreements required to be performed by it under this Agreement; (c) any acts or omissions performed or not performed by Manager prior to the Closing in its capacity as “Manager” under the Management Agreement, to the extent any such acts or omissions performed or not performed constituted willful misconduct, gross negligence, or fraud in connection with the exercise of the Manager’s duties under the Management Agreement (it being understood that in the event of a conflict between the terms and provisions of this Agreement and the Management Agreement in respect of the foregoing, the terms and provisions of this Agreement shall govern and control); and (d) any claims made by any of the individuals party to the agreements set forth on Schedule 7.2(d) with respect to the subject matter covered by those agreements. Notwithstanding anything in this Agreement to the contrary, the parties agree that none of SLG, SLGOP or Manager Corp shall be liable or responsible under this Section 7.2 or otherwise for Losses of the Manager or Parent arising out of, resulting from, based upon or relating to the matters set forth on the Product Warranty and Product Liability Schedule 7.2(Schedule 3.22(a)), or any circumstances, facts or omissions giving rise to such matters. (b) Notwithstanding anything to the contrary set forth in this Agreement, each Parent Indemnitee’s right to recover a Loss pursuant to this Agreement shall be limited as follows: (i) other than with respect to any Losses arising out of any Excluded Tax Liabilities or the breach of any Company Tax Representations or Company Employee Benefit Plan Representations, no Parent Indemnitees will be entitled to any indemnification for a Loss hereunder if, with respect to any individual item of Loss, such item is less than $25,000 (“Minor Claim”); (ii) other than with respect to any Losses arising out of the breach of any Company Fundamental Representations, Company Tax Representations or Company Employee Benefit Plan Representations, no Parent Indemnitee will be entitled to any indemnification (A) pursuant to Section 8.02(a)(i) or (B) with respect to any Losses arising out of the breach of the Company’s obligations set forth in the second sentence of Section 6.04(c) unless the aggregate of all Losses relating to a breaches of such representations, warranties and covenants would exceed on a cumulative basis an amount equal to $1,000,000 (the “Deductible”), at which point the Parent Indemnitees shall be entitled to indemnification from the first dollar of Losses; (iii) the aggregate indemnification of the Parent Indemnitees hereunder (A) pursuant to Section 8.02(a)(i) (other than with respect to indemnification for Losses arising out of the breach of (w) any Company Fundamental Representation, (x) any Company Employee Benefit Plan Representation, or (y) any Company Tax Representations) or (B) with respect to any Losses arising out of the breach of the Company’s obligations set forth in the second sentence of Section 6.04(c) shall be $7,500,000; (iv) the aggregate indemnification of the Parent Indemnitees hereunder pursuant to Section 8.02(a)(i) arising out of a breach of any Company Fundamental Representation, any Company Employee Benefit Plan Representation, any Company Tax Representations shall be equal to the Aggregate Merger Consideration; and (v) the aggregate indemnification of the Parent Indemnitees hereunder payable by any single Holder shall be limited to that portion of the Aggregate Merger Consideration that was received by such Holder in exchange for its Common Stock. (c) All payments under this Section 8.02 will be treated by the parties as an adjustment to the proceeds received by Holders pursuant to Article 1, to the extent permitted by applicable Law.

Indemnification of Parent. SLG(a) The Company Holders agree that, SLGOP and Manager Corpafter the Effective Time, jointly and severallyParent, shall indemnify and hold harmless Parent and its Subsidiaries (including the Operating Partnership) Surviving Corporation, the Company and their respective successors Affiliates and the respective shareholders, members, partners, any officers, directors, managersemployees or agents thereof (each a “Buyer Indemnified Person”), employees but only to the extent of funds on deposit in the Indemnity Escrow shall, to the extent provided in this Article IX, be indemnified and agents held harmless from and against, any and all claims, demands, suits, actions, causes of each actions, losses, costs, damages, penalties, assessments, liabilities and out-of-pocket expenses incurred or paid, including reasonable attorneys’ fees, costs of investigation or settlement, other professionals’ and experts’ fees, and court or arbitration costs but specifically excluding, other than in the case of a Third-Party Claim, consequential damages or punitive and exemplary damages (hereinafter collectively referred to as “Damages”), to the extent such indemnified Person Damages are determined by a Final Award, a final order of a court of competent jurisdiction or written agreement of Parent and the Stockholder Representative to have arisen out of or to have resulted from, in connection with, or by virtue of (i) facts or circumstances which constitute an inaccuracy (in the case of any such representation or warranty, as of the date of this Agreement or such earlier specified date as of which such representation or warranty was expressly made (each, an “Earlier Date Representation”) or, except for any Earlier Date Representation, as of and as if made on the Closing Date), misrepresentation, false certification, breach of, default in, or failure to perform, any of the representations, warranties or covenants given or made by the Company in this Agreement or in the certificate delivered pursuant to Section 8.2(c)(i), as qualified by the Company Disclosure Schedules hereto (collectively, the “Parent Indemnified PartiesCompany Breaches”) from and against any and all Losses that may be asserted against), or paid, suffered or incurred by any Parent Indemnified Party (whether or not due to third party claims) that, directly or indirectly, arise out of, result from, are based upon or relate to: (aii) any inaccuracy in Indebtedness, Company Transaction Expense or any breach of, as of the Closing Date (except any representations and warranties that expressly speak as of a specified date or time, in which case only as of such specified date or time), any representation or warranty made by SLGOP or Manager Corp in this Agreement; provided, however, that if any such representation and warranty is qualified in any respect by materiality, Manager Material Adverse Effect or SLG Material Adverse Effect, for purposes of this clause (a) such materiality, Manager Material Adverse Effect or SLG Material Adverse Effect qualification will in all respects be ignored; (b) any failure by SLG, SLGOP or Manager Corp to duly and timely perform or fulfill any of its covenants or agreements required to be performed by it under this Agreement; (c) any acts or omissions performed or not performed by Manager prior to the Closing in its capacity as “Manager” under the Management Agreement, Taxes to the extent any such acts or omissions performed or it is not performed constituted willful misconduct, gross negligence, or fraud in connection with the exercise of the Manager’s duties under the Management Agreement (it being understood that actually reflected in the event of a conflict between Closing Indebtedness, Unpaid Company Transaction Expenses or Closing Taxes used to determine the terms and provisions of this Agreement and the Management Agreement in respect of the foregoingMerger Consideration, the terms and provisions of this Agreement shall govern and control); and (diii) any claims made by any of the individuals party to the agreements set forth on Schedule 7.2(d) with respect to the subject matter covered by those agreements. Notwithstanding anything in this Agreement to the contrary, the parties agree that none of SLG, SLGOP or Manager Corp shall be liable or responsible under this Section 7.2 or otherwise for Losses of the Manager or Parent arising out of, resulting from, based upon or relating to the matters set forth on Schedule 7.29.1(a) (the “Special Indemnified Matters”) or (iv) any claim made by any Non-Signatory Holders with respect to the Merger (including the treatment of the Merger as an Approved Sale, and a liquidation of the Company under the Company Charter), the Company Charter, this Agreement, the transactions contemplated hereby and thereby, the payment of expenses incurred by the Stockholder Representative as set forth herein, the provisions of, and method of determination, reduction, allocation, payment and post-Closing adjustment of the Merger Consideration provided for in Articles II and IX both generally and with respect to such Equity Securities and any claims and causes of actions and any rights it has under Section 262 of the DGCL (the “Non-Joinder Indemnified Matters” and, collectively with the other matters for which indemnification is provided in this Section 9.1(a), the “Company Indemnified Matters”). For purposes of determining whether there has been any Company Breach in respect of any representation or warranty (other than with respect to any Qualified Representation), and for purposes of calculating the amount of Damages to which an Indemnitee is entitled as a result of any such Company Breach, such representation or warranty shall not be deemed qualified or limited by any concept of “material,” “materiality,” “Company Material Adverse Effect” or other similar materiality qualification or limitations. For the avoidance of doubt, no Buyer Indemnified Person will be entitled to be indemnified pursuant to this Section 9.1 for any amount of Damages to the extent such amount is actually reflected in the Closing Indebtedness, Unpaid Company Transaction Expenses or Closing Working Capital used to determine the Merger Consideration. (b) Any Claim for indemnification made by a Buyer Indemnified Person under this Section 9.1 must be raised in a Notice of Claim pursuant to Section 9.3(a) no later than the Release Date and, if so raised by such date, such Claim shall survive the Release Date until final resolution thereof. (c) After the Effective Time, except as provided in Section 9.7 in respect of fraud, (i) the aggregate liability on account of Company Indemnified Matters pursuant to Section 9.1 shall be limited to the funds on deposit in the Indemnity Escrow, and claims by the Buyer Indemnified Persons for Damages under this Article IX in respect of Company Indemnified Matters shall be satisfied solely from and to the extent of funds on deposit in the Indemnity Escrow and (ii) the aggregate liability on account of the Non-Joinder Indemnity Matters pursuant to Section 9.1 shall be limited to $5,000,000, and claims by the Buyer Indemnified Persons for Damages under this Article IX in respect of the Non-Joinder Indemnity Matters shall be satisfied solely from and to the extent of funds on deposit in the Indemnity Escrow. Notwithstanding the foregoing provisions of this Section 9.1, the indemnification provided for in this Section 9.1 with respect to Company Breaches of representations and warranties (other than those set forth in Sections 3.3, 3.4, 3.18 and 3.23 and in the certificate delivered pursuant to Section 8.2(c)(i) to the extent related thereto) shall not apply with respect to such Company Breaches unless and until the aggregate Damages from such Company Breaches so determined to be due for which the Buyer Indemnified Persons seek or have sought indemnification hereunder exceeds a cumulative aggregate of $2,000,000 (the “Basket”), in which event the Buyer Indemnified Persons shall, subject to the other limitations herein, be indemnified for all such Damages from such Company Breaches in excess of the Basket. (d) The amount to which a Buyer Indemnified Person may become entitled under this Article IX shall be net of any actual recovery (whether by way of payment, discount or credit received from a third party (including any insurer) less any cost associated with receiving such recovery in respect of a claim but, without limiting Section 9.1(e), Buyer Indemnified Person shall not be required to seek or collect such recoveries prior to being entitled to indemnification hereunder but if any indemnity is paid before the Buyer Indemnified Person receives any such recovery then the Buyer Indemnified Person will promptly remit to the Stockholder Representative the portion of the indemnity to which it would not have been entitled if it had received such recovery prior to the payment of such indemnity. (e) Each Buyer Indemnified Person shall be responsible for taking or causing to be taken commercially reasonable steps, as it may determine, to mitigate its Damages upon and after becoming aware of any event that could reasonably be expected to give rise to Damages that may be indemnifiable under this Section 9.1. (f) In connection with the matters covered by this Article IX, no Company Holder shall have (a) any right to indemnity or contribution from the Company or the Surviving Corporation, or (b) any right of subrogation against the Company or the Surviving Corporation with respect to any indemnification of a Buyer Indemnified Person by reason of any Company Indemnified Matter, it being agreed and acknowledged that the representations, warranties, covenants and agreements of the Company herein are solely for the benefit of Parent and the Merger Sub.

Indemnification of Parent. SLGFrom and after the Closing, SLGOP the Participating Securityholders shall, severally and Manager Corpnot jointly, jointly and severallyin accordance with such Participating Securityholder’s Ownership Percentage, shall indemnify and indemnify, hold harmless and defend Parent and its Subsidiaries (including the Operating Partnership) Surviving Corporation, their Affiliates, and each of their respective successors and the respective shareholders, members, partners, officers, directors, managersemployees, employees agents and agents of other representatives and respective successors and assigns (each such indemnified Person (collectively, the a “Parent Indemnified PartiesParty”) from and against any and all Losses that may be asserted against, or paid, suffered or incurred by any Parent Indemnified Party (whether or not due to third party claims) that, Damages directly or indirectly, arise indirectly arising out of, result of or resulting from, are based upon or relate to: : (a) any inaccuracy breach of any representation or warranty (other than a Fundamental Representation) made by the Company in this Agreement as of the date of this Agreement or any breach of, failure of any such representation or warranty to be true and correct as of and as though made on the Closing Date (except any representations and warranties that other than those expressly speak given as of a specified date or timeprior to the date of this Agreement, in for which case only the breach shall be determined as of such specified date) (in each case without giving effect to any amendment or supplement to the Disclosure Schedule made or purported to be made after the date or time), any representation or warranty made by SLGOP or Manager Corp in of this Agreement; provided, however, that if any such representation and warranty is qualified in any respect by materiality, Manager Material Adverse Effect or SLG Material Adverse Effect, for purposes of this clause (a) such materiality, Manager Material Adverse Effect or SLG Material Adverse Effect qualification will in all respects be ignored; ); (b) any breach of any Fundamental Representation as of the date of this Agreement or any failure by SLG, SLGOP or Manager Corp to duly and timely perform or fulfill of any of its covenants or agreements required such Fundamental Representation to be performed by it under true and correct as of the date of this Agreement or any failure of any such Fundamental Representation to be true and correct as of and as though made on the Closing Date (other than those expressly given as of a specified date prior to the date of this Agreement; , for which the breach shall be determined as of such specified date) (in each case without giving effect to any amendment or supplement to the Disclosure Schedule made or purported to be made after the date of this Agreement); (c) any acts (i) breach of any covenant or omissions performed agreement made by the Company (at or not performed by Manager prior to before the Closing in its capacity as “Manager” under the Management Agreement, to the extent any that such acts covenants require performance by the Company at or omissions performed or not performed constituted willful misconduct, gross negligence, or fraud before the Closing) in connection with the exercise of the Manager’s duties under the Management Agreement (it being understood that in the event of a conflict between the terms and provisions of this Agreement and or (ii) failure by the Management Agreement Securityholders’ Representative to perform or otherwise act in respect of accordance with any covenant, agreement or any other provision applicable to the foregoing, the terms and provisions of Securityholders’ Representative contained in this Agreement shall govern and control); and Agreement; (d) any claims made by any of the individuals party to the agreements set forth on Schedule 7.2(d) with respect to the subject matter covered by those agreements. Notwithstanding anything in this Agreement to the contrary, the parties agree that none of SLG, SLGOP or Manager Corp shall be liable or responsible under this Section 7.2 or otherwise for Losses of the Manager or Parent arising out of, resulting from, based upon or relating to the matters set forth on Schedule 7.2.unpaid Pre-Closing Taxes;

Indemnification of Parent. SLG, SLGOP and Manager Corp, jointly and severally, shall indemnify and hold harmless Parent and its Subsidiaries (including the Operating Partnership) and their respective successors and the respective shareholders, members, partners, officers, directors, managers, employees and agents of each such indemnified Person (collectively, the “Parent Indemnified Parties”) from and against any and all Losses that may be asserted against, or paid, suffered or incurred by any Parent Indemnified Party (whether or not due to third party claims) that, directly or indirectly, arise out of, result from, are based upon or relate to: (a) any inaccuracy in or any breach ofThe Company agrees that, as of after the Closing Date Effective Time, Parent and the Surviving Corporation (except any representations and warranties that expressly speak as of each a specified date or time, in which case only as of such specified date or time“Buyer Indemnified Person”), any representation or warranty made by SLGOP or Manager Corp in this Agreement; provided, however, that if any such representation and warranty is qualified in any respect by materiality, Manager Material Adverse Effect or SLG Material Adverse Effect, for purposes of this clause (a) such materiality, Manager Material Adverse Effect or SLG Material Adverse Effect qualification will in all respects be ignored; (b) any failure by SLG, SLGOP or Manager Corp to duly and timely perform or fulfill any of its covenants or agreements required to be performed by it under this Agreement; (c) any acts or omissions performed or not performed by Manager prior but only to the Closing extent of funds on deposit in its capacity as “Manager” the Indemnity Escrow and the amounts available under the Management AgreementIndemnity Policy, shall, to the extent provided in this Article VII be indemnified and held harmless from and against, any such acts and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and out-of-pocket expenses incurred or omissions performed paid, including reasonable attorneys’ fees, costs of investigation or not performed constituted willful misconductsettlement, gross negligenceother professionals’ and experts’ fees, court or fraud in connection with the exercise arbitration costs and Taxes of the Manager’s duties under the Management Agreement (it being understood that in the event of a conflict between the terms and provisions of this Agreement and the Management Agreement in respect of the foregoing, the terms and provisions of this Agreement shall govern and control); and (d) any claims made by any of the individuals party to the agreements set forth on Schedule 7.2(d) or with respect to the Company or any Company Subsidiary (or of or with respect to any other member of the same consolidated group, or any of their respective predecessors) paid or payable after the Effective Time but specifically excluding consequential damages, lost profits, indirect damages, punitive damages, exemplary damages and any Taxes incurred as a result of any recovery received under this Article VII (any and all such amounts subject matter covered to indemnification hereunder, being hereinafter collectively referred to as “Damages”), to the extent such Damages arise out of or result from, in connection with, or by those agreements. Notwithstanding anything virtue of (i) any inaccuracy or misrepresentation in any of the representations or warranties given or made by the Company in this Agreement (other than Section 3.20 and Section 3.23), as qualified by the Schedules hereto, or the facts or circumstances constituting any such inaccuracy or misrepresentation, or (ii) any breach by the Shareholder Representative of any covenant set forth in this Agreement, any Unpaid Company Transaction Expense to the contraryextent it is not actually reflected in the Unpaid Company Transaction Expenses used to determine the Merger Consideration, or any inaccuracy or misrepresentation in the parties agree Company’s representation and warranty in Section 3.20 or Section 3.23, as qualified by the Schedules hereto, or the facts or circumstances constituting any such inaccuracy or misrepresentation (collectively, “Company Breaches”); provided that none Damages shall also include amounts awarded in a Third-Party Claim as consequential damages, lost profits, indirect damages, punitive damages or exemplary damages to any Person who is neither a Buyer Indemnified Person or Seller Indemnified Person (as the case may be) nor an Affiliate thereof. For the avoidance of SLGdoubt, SLGOP no Buyer Indemnified Person will be entitled to be indemnified pursuant to this Section 7.1 for any Damages to the extent such amount is actually reflected in the Net Closing Indebtedness, Unpaid Company Transaction Expenses or Manager Corp shall Closing Working Capital used to determine the Merger Consideration. The Company will not be liable obligated to indemnify any Buyer Indemnified Person for any Damages relating to any inaccuracy, misrepresentation or responsible breach of which Parent had actual knowledge on the date hereof, as and only to the extent that such knowledge is supported by the exchange of information during Parent’s due diligence investigation of the Company. (b) Any Claim for indemnification under this Section 7.2 7.1 must be raised in a Notice of Claim pursuant to Section 7.3(a) prior to the Release Date and, if so raised prior to such date, such Claim shall survive the Release Date until final resolution thereof. Any Claim for indemnification by the Buyer Indemnified Parties under this Section 7.1 for amounts contained in the Indemnity Escrow must be raised in a Notice of Claim pursuant to Section 7.3(a) prior to the Escrow Release Date, and if not so raised, the amounts available under the Indemnity Policy will be the sole source of recovery for the Buyer Indemnified Parties for such Claim. (c) The aggregate liability on account of Company Breaches pursuant to Section 7.1 or otherwise shall be limited to the Indemnity Escrow and the amounts available under the Indemnity Policy, and claims by the Buyer Indemnified Persons for Losses Damages, whether under this Article VII or otherwise, shall be satisfied solely from and to the extent of funds on deposit in the Indemnity Escrow and the amounts available under the Indemnity Policy. All Claims made on behalf of any Buyer Indemnified Person under this Article VII shall first be applied against the Indemnity Escrow, and, following the first to occur of the Manager depletion of the Indemnity Escrow and the Escrow Release Date, all such Claims remaining unresolved at that time or Parent arising out ofthereafter made under this Article VII shall be applied against the Indemnity Policy, resulting fromand recovery for any such Claims shall be limited to amounts available under the Indemnity Policy; provided, based upon or relating that to the matters set forth on Schedule 7.2extent any Buyer Indemnified Person recovers the full amount of any Claim from the Indemnity Escrow (whether before or after the Escrow Release Date), no recovery for the same Claim may be obtained against the Indemnity Policy. Notwithstanding the foregoing provisions of this Section 7.1, the indemnification provided for in Section 7.1(a)(i) shall not apply unless and until the aggregate Damages determined to be due for which the Buyer Indemnified Persons seek or have sought indemnification hereunder exceeds a cumulative aggregate amount equal to $10 million (the “Basket”), in which event the Buyer Indemnified Persons shall, subject to the other limitations herein, be indemnified for all such Damages in excess of the Basket.

Indemnification of Parent. SLGSubject to Section 7.5, SLGOP the Share Recipients (other than those holders of Eligible Dissenting Shares), by reason of the approval by the Company’s stockholders of the Merger and Manager Corpeach Share Recipient’s acceptance of the consideration provided for in Section 1.4 hereof and by the execution of the Escrow Agreement which is a condition to receiving such consideration shall, severally but not jointly and (it being understood that with respect to the Share Recipients, the term “severally” means that each Share Recipient’s total indemnification obligation shall be limited to such Share Recipient’s pro rata share of the indemnification obligations of the Share Recipients, with the understanding that such pro rata share shall indemnify be based upon the respective amount of consideration payable to such Share Recipient under Section 1.4 hereof), agree to defend, indemnify, and hold Parent harmless Parent and its Subsidiaries (including the Operating Partnership) and their respective successors and the respective shareholders, members, partners, officers, directors, managers, employees and agents of each such indemnified Person (collectively, the “Parent Indemnified Parties”) from and against against, and to reimburse Parent with respect to, any and all Losses that may be asserted againstlosses, damages, liabilities, claims, judgments, settlements, fines, costs, and expenses (including reasonable attorneys’ fees) (“Indemnifiable Amounts”) of every nature whatsoever incurred by Parent by reason of or arising out of or in connection with (i) any breach, or paidany claim (including claims by parties other than Parent) that if true, suffered or incurred would constitute a breach, by any Parent Indemnified Party (whether or not due to third party claims) that, directly or indirectly, arise out of, result from, are based upon or relate to: (a) any inaccuracy in Company or any breach of, as Share Recipient of the Closing Date (except any representations and warranties that expressly speak as of a specified date or time, in which case only as of such specified date or time), any representation or warranty made by SLGOP or Manager Corp it contained in this Agreement; provided, however, that if any such representation and warranty is qualified Agreement (as modified or supplemented by the Company Disclosure Schedule) or in any respect by materiality, Manager Material Adverse Effect certificate or SLG Material Adverse Effect, for purposes other document delivered to Parent pursuant to the provisions of this clause Agreement, (aii) such materialitythe failure, Manager Material Adverse Effect partial or SLG Material Adverse Effect qualification will in all respects be ignored; (b) total, of Company or any failure Share Recipient to perform any agreement or covenant required or contemplated by SLG, SLGOP or Manager Corp to duly and timely perform or fulfill any of its covenants or agreements required this Agreement to be performed by it under it, or (iii) any payments made by Parent in respect of any Eligible Dissenting Shares in excess of the Merger Consideration that otherwise would have been payable in respect of such shares in accordance with this Agreement; (c) including any acts costs or omissions performed other 1. For purposes hereof, “Net Liabilities” shall mean total liabilities less deferred revenue, current assets and tech royalties as reflected on the Closing Date Balance Sheet. The obligations of any Share Recipient to indemnify Parent shall be determined without regard to any right to indemnification to which any Share Recipient may have in his or her capacity as an officer, director, employee, agent or any other capacity of Company and no Share Recipient shall be entitled to any indemnification from Company or the Surviving Corporation for amounts paid hereunder. There shall be no right of contribution from Company or any successor to Company. Notwithstanding the foregoing, in no event shall there be multiple recovery for any Indemnifiable Amounts, and Parent shall not performed be entitled to recover from a Share Recipient to the extent that such Share Recipient has sought and received reimbursement for any Indemnifiable Amount under an insurance policy maintained by Manager Company prior to the Closing in its capacity as “Manager” under the Management Agreement, to the extent any such acts or omissions performed or not performed constituted willful misconduct, gross negligence, or fraud in connection with the exercise of the Manager’s duties under the Management Agreement (it being understood that in the event of a conflict between the terms and provisions of this Agreement and the Management Agreement in respect of the foregoing, the terms and provisions of this Agreement shall govern and control); and (d) any claims made by any of the individuals party to the agreements set forth on Schedule 7.2(d) with respect to the subject matter covered by those agreements. Notwithstanding anything in this Agreement to the contrary, the parties agree that none of SLG, SLGOP or Manager Corp shall be liable or responsible under this Section 7.2 or otherwise for Losses of the Manager or Parent arising out of, resulting from, based upon or relating to the matters set forth on Schedule 7.2Closing.

Indemnification of Parent. SLGFrom and after the Closing, SLGOP and Manager Corp, jointly and severally, shall indemnify and hold harmless each of Parent and its Subsidiaries Affiliates (including including, from and after the Operating Partnership) and their respective successors and the respective shareholders, members, partners, officers, directors, managers, employees and agents of each such indemnified Person (collectivelyClosing, the Surviving Corporation) (each, a “Parent Indemnified PartiesParty”) shall be entitled to be indemnified and held harmless from and the Escrow Amount and, to the extent that the Escrow Amount has been applied in its entirety to Losses under this Article 8, from any amounts that become payable pursuant to Section 2.3, by way of setoff, against any and all Losses that may be asserted against, or paid, suffered or incurred by any such Parent Indemnified Party (whether or not due to third party claims) thatParty, directly or indirectly, arise out of, result arising from, are based upon relating to or relate to: otherwise in connection with: (a) any inaccuracy in or any breach ofbreach, as of the Closing Date (except any representations and warranties that expressly speak date of this Agreement or as of a specified date or timethe Closing Date, in which case only as of such specified date or time), any representation or warranty made by SLGOP or Manager Corp of the Company contained in this Agreement (other than in Section 3.13, which shall be governed by Section 8.4) or in any of the certificates furnished by the Company pursuant to this Agreement (including any Company Disclosure Schedules or the Closing Consideration Certificate) without giving effect to any knowledge or materiality threshold or qualifier contained therein; (b) any breach or failure to perform any covenant or agreement of the Company contained in this Agreement (other than in Section 5.3, which shall be governed by Section 8.4); (c) any failure of any Company Shareholder to have good, valid and marketable title, free and clear of all Liens, to the Capital Stock of the Company issued in the name of such Company Shareholder and issued and outstanding immediately prior to the Effective Time; (d) any claim by a shareholder or former shareholder of the Company, or such shareholder’s affiliates, or by any other Person, seeking to assert, or based upon: (i) ownership or rights to ownership of any shares of stock of the Company; (ii) any right of such shareholder or shareholder’s affiliates, or a Company Shareholder or Option Holder (other than the right to receive the Share Consideration, the Option Consideration or any other consideration provided in or contemplated by this Agreement), including any option, preemptive right or right to notice or to vote; (iii) any right under the Constitutive Documents of the Company; (iv) any incorrect allocation of shares of Parent Common Stock (including Parent Common Stock issuable upon the exercise of the Roll-Over Options) or Parent Series D Preferred Stock in the Merger (as set forth on the Closing Consideration Certificate); (v) the sale to Parent pursuant to this Agreement of shares held by such shareholder; or (vi) any other claim with respect to such shareholder’s or former shareholder’s shares of the Company prior to the Merger; or (e) any Indebtedness of the Company at Closing; provided, however, that if any such representation and warranty is qualified in any respect by materiality, Manager Material Adverse Effect or SLG Material Adverse Effect, for purposes of this no Parent Indemnified Party shall be entitled to be indemnified pursuant to clause (a) such materialityabove unless the aggregate of all Losses for which Parent Indemnified Parties would, Manager Material Adverse Effect or SLG Material Adverse Effect qualification will in all respects but for this proviso, be ignored; liable exceeds on a cumulative basis $25,000 (b) any failure by SLGthe “Company Shareholder Indemnity Threshold”), SLGOP or Manager Corp to duly and timely perform or fulfill any of its covenants or agreements required at which point each Parent Indemnified Party shall be entitled to be performed by it indemnified for the aggregate Losses and not just amounts in excess of the Company Shareholder Indemnity Threshold (except that the foregoing proviso shall not apply to any breach of the representations and warranties set forth in Sections 3.1 (Organization and Standing), 3.2 (Capital Stock; Subsidiaries), 3.3 (Authority; Execution and Delivery; Enforceability), 3.4 (No Conflict; Consents), 3.6 (Undisclosed Liabilities; Indebtedness), 3.15 (Employee Benefit Plans), 3.17 (Compliance with Laws), 3.18 (Employee and Labor Matters), and 3.23 (Brokers), the Closing Consideration Certificate or to any act of fraud). The consent of any particular Company Shareholder or Option Holder shall not be required in order for Parent to be indemnified under this Agreement; (c) any acts or omissions performed or not performed by Manager prior to the Closing in its capacity as “Manager” under the Management Agreement, to the extent any such acts or omissions performed or not performed constituted willful misconduct, gross negligence, or fraud in connection with the exercise of the Manager’s duties under the Management Agreement (it being understood that in the event of a conflict between the terms and provisions of this Agreement and the Management Agreement in respect of the foregoing, the terms and provisions of this Agreement shall govern and control); and (d) any claims made by any of the individuals party to the agreements set forth on Schedule 7.2(d) with respect to the subject matter covered by those agreements. Notwithstanding anything in this Agreement to the contrary, the parties agree that none of SLG, SLGOP or Manager Corp shall be liable or responsible under this Section 7.2 or otherwise for Losses of the Manager or Parent arising out of, resulting from, based upon or relating to the matters set forth on Schedule 7.2Article 8.

Indemnification of Parent. SLG(a) From and after the Closing, SLGOP pursuant to this Agreement, the Escrow Agreement, the Side Agreements and Manager Corpthe Letters of Transmittal and subject to the limitations contained in this Article 8, jointly and severally, shall indemnify and hold harmless Parent and its Subsidiaries Affiliates (including including, from and after the Operating PartnershipClosing, the Surviving Company and the Company) and their respective successors and the respective shareholdersstockholders, members, partnersdirectors, officers, directorsemployees, managerssuccessors, employees assigns, and agents of each of them in their capacities as such indemnified Person (collectively, the “Parent Indemnified PartiesPersons”) ), shall be indemnified and held harmless from and against against, without duplication, any and all claims, losses, Taxes, judgments, orders, damages, liabilities, expenses or costs (“Losses”), net of any amounts listed in Section 8.6(g), plus reasonable attorneys’ fees and expenses accrued or actually incurred in connection with Losses and/or enforcement of this Agreement, the Escrow Agreement or any other ancillary document and interest on the amount of such Losses at the Prime Rate, as it appears in the Wall Street Journal, from the date that may such Losses were incurred until the day immediately prior to the date of payment to the Indemnified Party, determined based on a 360-day year (in all, “Indemnified Losses”), incurred or to be asserted against, or paid, suffered or incurred by any Parent Indemnified Party (whether of them resulting from or not due to third party claims) that, directly or indirectly, arise arising out of, result from, are based upon or relate to: : (ai) any inaccuracy in or any breach of, as of the Closing Date (except any representations and warranties that expressly speak as of a specified date or time, in which case only as of such specified date or time), any representation or warranty made by SLGOP or Manager Corp the Company in this Agreement; provided, however, that if any such representation and warranty is qualified in any respect by materiality, Manager Material Adverse Effect or SLG Material Adverse Effect, for purposes of this clause ; (a) such materiality, Manager Material Adverse Effect or SLG Material Adverse Effect qualification will in all respects be ignored; (bii) any failure nonfulfillment, nonperformance, nonobservance or other breach or violation, or default in performance by SLGthe Company (in the case of the Company, SLGOP prior to or Manager Corp to duly and timely perform at the Closing) or fulfill the Representative of, any of its covenants covenant or agreements required to be performed by it under agreement contained in this Agreement; , the Escrow Agreement or any other ancillary document; (ciii) any acts or omissions performed or not performed by Manager Indebtedness of the Company immediately prior to the Closing in its capacity as “Manager” under the Management AgreementClosing, but only to the extent not taken into account in determining the Initial Merger Consideration; (iv) any such acts or omissions performed or Company Transaction Expenses, but only to the extent not performed constituted willful misconduct, gross negligence, or fraud taken into account in connection with determining the exercise of the Manager’s duties under the Management Agreement Initial Merger Consideration; (it being understood that in the event of a conflict between the terms and provisions of this Agreement and the Management Agreement in respect of the foregoing, the terms and provisions of this Agreement shall govern and control); and (dv) any claims made by current or former holders of any equity or debt of the Company (including, without limitation, the holders of any Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock or any options or warrants to purchase equity or debt of the Company) of any kind or nature whatsoever, in such capacity as an equity or debt holder or any other capacity, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or understanding (other than those of the Stockholders arising under this Agreement or any of the individuals party other agreements executed and delivered by Parent in connection herewith) or otherwise at law or equity (other than claims for which the facts or circumstances giving rise to such claim first occur following the agreements set forth on Schedule 7.2(dEffective Time); (vi) any claims for appraisal or dissenters’ rights with respect to any Shares under Delaware Law or any other applicable Law; (vii) the subject matter covered Company’s Taxes or the Company’s liability, if any (for example, by those agreements. Notwithstanding anything in this Agreement reason of transferee liability or application of Treasury Regulations section 1.1502-6) for Taxes of others or Indemnified Losses payable with respect to Taxes claimed or assessed against the Company for any Tax period (or portion thereof) ending on or before the Closing Date or as a result of the transactions contemplated hereby (to the contrary, extent such Taxes are not reflected in the parties agree that none of SLG, SLGOP or Manager Corp shall be liable or responsible under this Section 7.2 or otherwise for Losses of the Manager or Parent arising out of, resulting from, based upon or relating to Final Closing Net Working Capital); or (viii) the matters set forth on Schedule 7.28.2(a)(viii) (the “Scheduled Indemnity Matters”). (b) In consideration of the Parent’s agreement to pay the Merger Consideration, the consummation of the transactions contemplated hereby and other good and valuable consideration (the receipt and sufficiency of which is hereby agreed to and acknowledged), by execution of the Side Agreements or Letters of Transmittal, the Stockholders shall severally and not jointly indemnify and hold harmless each of the Parent Indemnified Persons from and against, and each Stockholder shall thereby waive any claim for contribution or indemnity from any of the Parent Indemnified Persons with respect to such Stockholder’s Percentage of, any Indemnified Losses accrued or actually incurred by any of the Parent Indemnified Persons resulting from, arising out of, Section 8.2(a)(i) through Section 8.2(a)(viii) or any act of fraud committed by the Company or fraud by such Stockholder. For purposes of this Agreement, the term “Percentage” means, with respect to each Stockholder, the amount calculated as follows and expressed as a percentage: the aggregate Merger Consideration which such Stockholder is entitled to receive (including Merger Consideration payable to Stockholders pursuant to Section 1.7) hereunder divided by the aggregate Merger Consideration payable to all Stockholders hereunder (including Merger Consideration payable to Stockholders pursuant to Section 1.7). Subject to Section 8.6, any amounts owed to Parent Indemnified Persons for such Indemnified Losses shall first be paid out of the Escrow Account in accordance with the Escrow Agreement and then, to the extent that such Indemnified Losses exceed the then available balance in the Escrow Account or indemnification for such Indemnified Losses is due after termination of the Escrow Account, pursuant to this Section 8.2(b). Except for Indemnified Losses resulting from, arising out of, or directly or indirectly connected to fraud committed by the Company or such Stockholder, a Stockholder’s obligations under this Section 8.2(b) shall not exceed the aggregate amount of Merger Consideration actually received by such Stockholder. (c) By execution of a Side Agreement or Letter of Transmittal, each Stockholder shall severally and not jointly hold the Parent Indemnified Persons harmless and indemnify each of them from and against, and each Stockholder waives any claim for contribution or indemnity from any of the Parent Indemnified Persons (including the Surviving Company and the Company) with respect to, any and all Indemnified Losses incurred or to be incurred by any of them resulting from or arising out of: (i) any breach of any representation or warranty made by such Stockholder in such Side Agreement or Letter of Transmittal, it being agreed and acknowledged that with respect this Section 8.2(c)(i) each Stockholder is providing indemnity only with respect to breaches of representations and warranties made by such Stockholder in such Side Agreement or Letter of Transmittal and not those of any other Stockholder in any other Side Agreement or Letter of Transmittal, and that each Stockholder shall be liable under this Section 8.2(c)(i) only for the Indemnified Losses for which such Stockholder is providing indemnity under this Section 8.2(c)(i), without being limited to such Stockholder’s Percentage thereof and no other Stockholder shall be liable for any such Indemnified Losses; or (ii) any nonfulfillment, nonperformance, nonobservance or other breach or violation, or default in performance, by such Stockholder of any covenant or agreement of such Stockholder contained in such Side Agreement or Letter of Transmittal, it being agreed and acknowledged that with respect to this Section 8.2(c)(ii) each Stockholder is providing indemnity only with respect to the nonfulfillment, nonperformance, nonobservance or other breach or violation, or default in performance, of the covenants and agreements made by such Stockholder in such Side Agreement or Letter of Transmittal and not with respect to those of any other Stockholders in any other Side Agreement or Letter of Transmittal, and that each Stockholder shall be liable under this Section 8.2(c)(ii) only for the Indemnified Losses for which such Stockholder is providing indemnity under this Section 8.2(c)(ii), without being limited to such Stockholder’s Percentage thereof and no other Stockholder shall be liable for any such Indemnified Losses. (d) The Parent Indemnified Parties shall be entitled to recover any Indemnified Losses to which they are entitled hereunder from the Escrow Account or pursuant to the Side Agreements or Letters of Transmittal. (e) For all Tax purposes, all indemnification payments under this Article 8 shall be treated by the Parties as adjustments to the Merger Consideration to the extent permitted by applicable law.

Indemnification of Parent. SLG(a) Pursuant to this Agreement and the Escrow Agreement and subject to the limitations contained in this Article 7, SLGOP Parent and Manager Corpits Affiliates (including, jointly from and severallyafter the Closing, the Surviving Company and the Company) and the stockholders, directors, officers, partners, employees, successors, assigns, of each of them in their capacities as such (the “Parent Indemnified Persons”), shall be indemnified and held harmless from and against, any and all claims, losses, judgments, orders, damages, liabilities, expenses or costs (“Losses”), plus reasonable attorneys’ fees and expenses incurred or accrued in connection with Losses and/or enforcement of this Agreement (“Indemnified Losses”) incurred or to be incurred by any of them resulting from or arising out of: (i) any breach of any representation or warranty, except for any representation or warranty set forth in Section 2.8, made by the Company in this Agreement; (ii) any nonfulfillment, nonperformance, nonobservance or other breach or violation, or default in performance by the Company of, any covenant or agreement contained in this Agreement, except for any covenant or agreement set forth in Section 6.9; (iii) Indebtedness of the Company or its Subsidiaries immediately prior to the Closing, but only to the extent not reflected on the Closing Statement of Indebtedness or not taken into account in determining the Merger Consideration; (iv) the Company’s and its Subsidiaries’ Taxes or their liability, if any (for example, by reason of transferee liability or application of Treasury regulation 1.1502 6) for Taxes of others, including, but not limited to, Stockholders or any Affiliate of Stockholders, or Indemnified Losses payable with respect to Taxes claimed or assessed against the Company or any Subsidiary of the Company (A) for any Tax period (or portion thereof) ending on or before the Closing Date or as a result of the transactions contemplated hereby, (B) for any Tax period resulting from a breach of any of the representations or warranties or the covenants contained in Sections 2.8 and 6.9 hereof, or (C) for a Tax period of the Company or any Subsidiary of the Company ending after the Closing Date arising out of the settlement or other resolution of a proposed Tax adjustment that relates to a Tax period ending on or before the Closing Date, to the extent such Indemnified Losses in the aggregate exceed the accruals and reserves for Taxes in the Final Closing Net Working Capital; provided, however, neither the Company nor any Stockholder shall have any liability to Parent for any increase in Taxes in a Tax year or period beginning after the Closing Date or in the portion of a Straddle Period beginning after the Closing Date as the result of a reduction in any federal, state and foreign net operating loss, net capital loss, or net tax credit carryforward, net unrealized built-in loss, or any other deferred tax benefit (collectively, “Tax Attributes”) in a Pre-Closing Tax Period or the portion of a Straddle Period ending on or before the Closing Date; or (v) any claims made by the Company’s current or former Stockholders or other equity holders. (b) In consideration of the Parent’s agreement to pay the Merger Consideration, the consummation of the transactions contemplated hereby and other good and valuable consideration (the receipt and sufficiency of which is hereby agreed to and acknowledged), by execution of the Side Agreements, the Major Stockholders shall severally and not jointly indemnify and hold harmless each of the Parent Indemnified Persons from and its Subsidiaries (including against, and each Major Stockholder shall thereby waive any claim for contribution or indemnity from any of the Operating PartnershipParent Indemnified Persons with respect to such Major Stockholder’s Percentage of, any Indemnified Losses incurred or to be incurred by any of the Parent Indemnified Persons resulting from, arising out of any breach of any Fundamental Rep, Section 7.2(a)(ii), Section 7.2(a)(iii) and their respective successors and the respective shareholders, members, partners, officers, directors, managers, employees and agents of each such indemnified Person or any fraud or willful misconduct (collectively, the “Parent Indemnified PartiesSpecial Losses”) from and against any and all to the extent that such Special Losses that may exceed the available balance in the Escrow Account but in no event, other than in the case of fraud or willful misconduct which shall not be asserted against, or paid, suffered or incurred by any Parent Indemnified Party (whether or not due to third party claims) that, directly or indirectly, arise out of, result from, are based upon or relate to: (a) any inaccuracy in or any breach of, as of the Closing Date (except any representations and warranties that expressly speak as of a specified date or timelimited, in which case only as an amount greater than the amount of Merger Consideration actually received by such specified date or timeMajor Stockholder (the “Aggregate Cap”), any representation or warranty made by SLGOP or Manager Corp in this Agreement; provided, however, that if any such representation and warranty is qualified in any respect by materiality, Manager Material Adverse Effect or SLG Material Adverse Effect, for . For purposes of this clause (a) Agreement, the term “Percentage” means, with respect to each Major Stockholder, the amount calculated as follows and expressed as a percentage: the aggregate amount of the Merger Consideration which such materiality, Manager Material Adverse Effect or SLG Material Adverse Effect qualification will Major Stockholder is entitled to receive hereunder divided by the aggregate amount of the Merger Consideration all Stockholders are entitled to receive hereunder. Any amounts owed to Parent Indemnified Persons hereunder shall first be paid out of the Escrow Amount in all respects be ignored; (b) any failure by SLG, SLGOP or Manager Corp to duly accordance with the Escrow Agreement and timely perform or fulfill any of its covenants or agreements required to be performed by it under this Agreement; (c) any acts or omissions performed or not performed by Manager prior to the Closing in its capacity as “Manager” under the Management Agreementthen, to the extent any such acts or omissions performed or not performed constituted willful misconduct, gross negligence, or fraud in connection with the exercise of the Manager’s duties under the Management Agreement (it being understood that in the event claims are based on breach of a conflict between the terms and provisions of this Agreement and the Management Agreement in respect of the foregoingFundamental Rep or pursuant to Section 7.2(a)(ii) or 7.2(a)(iii), the terms and provisions of this Agreement shall govern and control); and (d) any claims made by any of the individuals party pursuant to the agreements set forth on Schedule 7.2(d) with respect to the subject matter covered by those agreements. Notwithstanding anything in this Agreement to the contrary, the parties agree that none of SLG, SLGOP or Manager Corp shall be liable or responsible under this Section 7.2 or otherwise for Losses of the Manager or Parent arising out of, resulting from, based upon or relating to the matters set forth on Schedule 7.27.2(b).

Indemnification of Parent. SLG(a) Subject to the terms and conditions of this Article VII and the consummation of the Merger, SLGOP and Manager Corpin accordance with the Company Support Agreement, jointly the Escrowed Indemnity Shares (including the First Target Indemnity Shares, the Second Target Indemnity Shares and severallythe Third Target Indemnity Shares) shall be used to indemnify and defend, shall indemnify save and hold harmless Parent and its Subsidiaries (including Parent, the Operating Partnership) Surviving Corporation and their respective successors and the respective shareholders, members, partnersdirectors, officers, directorsagents, managersemployees, employees successors and agents of each such indemnified Person assigns (collectively, the “Parent Indemnified PartiesIndemnitees”) from and against any and all Losses that may be asserted against, or paidresulting to, suffered imposed upon, or incurred by any Parent Indemnified Party Indemnitee by reason of, arising out of or resulting from: (i) the inaccuracy or breach of any representation or warranty of the Company contained in or made pursuant to this Agreement, any Transaction Document, any schedule or any certificate delivered by the Company to Parent pursuant to this Agreement with respect hereto or thereto in connection with the Closing; (ii) the non-fulfillment or breach of any covenant or agreement of the Company contained in this Agreement; (iii) Excluded Taxes; and (iv) Parent’s enforcement of its rights under this Section 7.2. (b) Subject to the other limitations contained herein, the Parent Indemnitees shall be entitled to be indemnified in respect of Section 7.2(a) (other than in the case of the exceptions in the final proviso of this Section 7.2(b)) exclusively from the Escrowed Indemnity Shares (including the First Target Indemnity Shares, the Second Target Indemnity Shares and the Third Target Indemnity Shares) in accordance with the Escrow Agreement, and such Escrowed Indemnity Shares (including the First Target Indemnity Shares, the Second Target Indemnity Shares and the Third Target Indemnity Shares) shall constitute the sole source of recovery for any claims by Parent Indemnitees arising under this Agreement; provided that no Losses of any Parent Indemnitees shall be indemnifiable pursuant to Section 7.2(a) unless and until the aggregate amount of all such Losses otherwise payable exceeds $2,000,000 (the “Deductible”), in which event the amount payable shall include all amounts included in the Deductible and all future amounts that become payable thereafter under this Article VII; provided, further, that the aggregate indemnification for Losses pursuant to this Article VII shall not in any event exceed the value of Escrowed Indemnity Shares (including the First Target Indemnity Shares, the Second Target Indemnity Shares and the Third Target Indemnity Shares) as determined pursuant to Section 7.3(b); provided, further, that nothing in this Article VII shall preclude or in any way restrict any Parent Indemnitee from seeking additional remedies in respect of Losses resulting from fraud or willful misrepresentation. (c) As used in this Article VII, the term “Losses” shall include all losses, liabilities, damages, Taxes, judgments, awards, orders, penalties, settlements, costs and expenses (including, without limitation, interest, penalties, court costs and reasonable legal fees and expenses) including those arising from any demands, claims, suits, actions, costs of investigation, notices of violation or noncompliance, causes of action, proceedings and assessments whether or not due made by third parties or whether or not ultimately determined to third party claims) that, directly or indirectly, arise out of, result from, are based upon or relate to: (a) be valid. Solely for the purposes of determining the amount of any inaccuracy in or any breach of, as of the Closing Date (except any representations and warranties that expressly speak as of a specified date or time, in Losses for which case only as of such specified date or time)Parent may be entitled to indemnification pursuant to this Article VII, any representation or warranty made by SLGOP or Manager Corp contained in this Agreement; provided, however, Agreement that if any such representation and warranty is qualified in any respect by materiality, Manager Material Adverse Effect a term or SLG terms such as “material,” “materially,” or “Company Material Adverse Effect, for purposes of this clause (a) such materiality, Manager Material Adverse Effect or SLG Material Adverse Effect qualification will in all respects be ignored; (b) any failure by SLG, SLGOP or Manager Corp to duly and timely perform or fulfill any of its covenants or agreements required to be performed by it under this Agreement; (c) any acts or omissions performed or not performed by Manager prior to the Closing in its capacity as “Manager” under the Management Agreement, to the extent any such acts or omissions performed or not performed constituted willful misconduct, gross negligence, or fraud in connection with the exercise of the Manager’s duties under the Management Agreement (it being understood that in the event of a conflict between the terms and provisions of this Agreement and the Management Agreement in respect of the foregoing, the terms and provisions of this Agreement shall govern and control); and (d) any claims made by any of the individuals party to the agreements set forth on Schedule 7.2(d) with respect to the subject matter covered by those agreements. Notwithstanding anything in this Agreement to the contrary, the parties agree that none of SLG, SLGOP or Manager Corp shall be liable deemed made or responsible under this Section 7.2 or otherwise for Losses of the Manager or Parent arising out of, resulting from, based upon or relating given without such qualification and without giving effect to the matters set forth on Schedule 7.2such words.

Indemnification of Parent. SLG(a) Subject to the terms and conditions of this Article VII and the consummation of the Merger, SLGOP and Manager Corpin accordance with the Amended and Restated Company Support Agreement, jointly the Escrowed Indemnity Shares (including the First Target Indemnity Shares, the Second Target Indemnity Shares and severallythe Third Target Indemnity Shares) shall be used to indemnify and defend, shall indemnify save and hold harmless Parent and its Subsidiaries (including Parent, the Operating Partnership) Surviving Corporation and their respective successors and the respective shareholders, members, partnersdirectors, officers, directorsagents, managersemployees, employees successors and agents of each such indemnified Person assigns (collectively, the “Parent Indemnified PartiesIndemnitees”) from and against any and all Losses that may be asserted against, or paidresulting to, suffered imposed upon, or incurred by any Parent Indemnified Party Indemnitee by reason of, arising out of or resulting from: (i) the inaccuracy or breach of any representation or warranty of the Company contained in or made pursuant to this Agreement, any Transaction Document, any schedule or any certificate delivered by the Company to Parent pursuant to this Agreement with respect hereto or thereto in connection with the Closing; (ii) the non-fulfillment or breach of any covenant or agreement of the Company contained in this Agreement; (iii) Excluded Taxes; and (iv) Parent’s enforcement of its rights under this Section 7.2. (b) Subject to the other limitations contained herein, the Parent Indemnitees shall be entitled to be indemnified in respect of Section 7.2(a) (other than in the case of the exceptions in the final proviso of this Section 7.2(b)) exclusively from the Escrowed Indemnity Shares (including the First Target Indemnity Shares, the Second Target Indemnity Shares and the Third Target Indemnity Shares) in accordance with the Escrow Agreement, and such Escrowed Indemnity Shares (including the First Target Indemnity Shares, the Second Target Indemnity Shares and the Third Target Indemnity Shares) shall constitute the sole source of recovery for any claims by Parent Indemnitees arising under this Agreement; provided that no Losses of any Parent Indemnitees shall be indemnifiable pursuant to Section 7.2(a) unless and until the aggregate amount of all such Losses otherwise payable exceeds $2,000,000 (the “Deductible”), in which event the amount payable shall include all amounts included in the Deductible and all future amounts that become payable thereafter under this Article VII; provided, further, that the aggregate indemnification for Losses pursuant to this Article VII shall not in any event exceed the value of Escrowed Indemnity Shares (including the First Target Indemnity Shares, the Second Target Indemnity Shares and the Third Target Indemnity Shares) as determined pursuant to Section 7.3(b); provided, further, that nothing in this Article VII shall preclude or in any way restrict any Parent Indemnitee from seeking additional remedies in respect of Losses resulting from fraud or willful misrepresentation. (c) As used in this Article VII, the term “Losses” shall include all losses, liabilities, damages, Taxes, judgments, awards, orders, penalties, settlements, costs and expenses (including, without limitation, interest, penalties, court costs and reasonable legal fees and expenses) including those arising from any demands, claims, suits, actions, costs of investigation, notices of violation or noncompliance, causes of action, proceedings and assessments whether or not due made by third parties or whether or not ultimately determined to third party claims) that, directly or indirectly, arise out of, result from, are based upon or relate to: (a) be valid. Solely for the purposes of determining the amount of any inaccuracy in or any breach of, as of the Closing Date (except any representations and warranties that expressly speak as of a specified date or time, in Losses for which case only as of such specified date or time)Parent may be entitled to indemnification pursuant to this Article VII, any representation or warranty made by SLGOP or Manager Corp contained in this Agreement; provided, however, Agreement that if any such representation and warranty is qualified in any respect by materiality, Manager Material Adverse Effect a term or SLG terms such as “material,” “materially,” or “Company Material Adverse Effect, for purposes of this clause (a) such materiality, Manager Material Adverse Effect or SLG Material Adverse Effect qualification will in all respects be ignored; (b) any failure by SLG, SLGOP or Manager Corp to duly and timely perform or fulfill any of its covenants or agreements required to be performed by it under this Agreement; (c) any acts or omissions performed or not performed by Manager prior to the Closing in its capacity as “Manager” under the Management Agreement, to the extent any such acts or omissions performed or not performed constituted willful misconduct, gross negligence, or fraud in connection with the exercise of the Manager’s duties under the Management Agreement (it being understood that in the event of a conflict between the terms and provisions of this Agreement and the Management Agreement in respect of the foregoing, the terms and provisions of this Agreement shall govern and control); and (d) any claims made by any of the individuals party to the agreements set forth on Schedule 7.2(d) with respect to the subject matter covered by those agreements. Notwithstanding anything in this Agreement to the contrary, the parties agree that none of SLG, SLGOP or Manager Corp shall be liable deemed made or responsible under this Section 7.2 or otherwise for Losses of the Manager or Parent arising out of, resulting from, based upon or relating given without such qualification and without giving effect to the matters set forth on Schedule 7.2such words.