Common use of Indemnification of Purchaser Indemnified Parties Clause in Contracts

Indemnification of Purchaser Indemnified Parties. 10.2.1 Subject to the limitations set forth in this Section 10, Seller Group hereby jointly and severally agree to indemnify and hold harmless the Purchaser Indemnified Parties from and against any and all Losses suffered, sustained or incurred by any Purchaser Indemnified Party, resulting from, arising in connection with or related to (i) any breach of a representation or warranty made by any of the Seller Group contained in this Agreement, any Transaction Document or any certificate or other writing delivered pursuant hereto or thereto 39 (45) (other than a Fundamental Representation), (ii) any breach of a Fundamental Representation by any of the Seller Group, (iii) any breach of any covenant made by any of the Seller Group in this Agreement or any Transaction Document, (iv) any Pre Closing Liabilities, (v) the Volume Litigation, (vi) any Losses with respect to the OCS related to any actions taken by the Seller, the Purchased Companies or any of their Affiliates prior to the Closing, (vi) any Liabilities related to the termination of the Terminated Persons, regardless of when such Liabilities are payable or (vii) any Transaction Expenses that were not either paid by the Seller Group at or prior to the Closing or set forth on the Estimated Closing Certificate. 10.2.2 If any Purchaser Indemnified Party becomes entitled to any indemnification under this Agreement, the amount that such Purchaser Indemnified Party is entitled to recover in connection therewith shall nevertheless be limited as follows: (i) first, no Losses in respect of indemnity claims under Section 10.2.1 (i) shall be payable until the total of all such Losses exceeds Fifty Thousand Dollars (U.S. $50,000) (the “Deductible”), and then recovery shall be permitted hereunder only for all Losses in excess of the Deductible; (ii) second, while the application of the working capital adjustment pursuant to Section 4.7 shall not limit, impair or mitigate any party’s rights to bring any claims for indemnification hereunder, the Purchaser Indemnified Parties shall not be entitled to recover twice for the same Losses under this Section; and (iii) third, in the case of indemnity claims under Section 10.2.1(i) the maximum aggregate liability of the Seller Group shall be U.S. $750,000; provided that in no event shall the maximum aggregate liability for indemnity claims liability, other than any claims under Section 10.2.1(vi), exceed the Purchase Price. 10.2.3 In addition to the indemnification obligations provided in Section 10.2.1, the Seller Group shall jointly and severally indemnify the Purchaser Indemnified Parties as provided in this Section. Notwithstanding anything herein to the contrary, none of the limitations set forth in Section 10.2.2 shall apply to any of the indemnification obligations under this Section 10.2.3. If Requisite Consents or Renewals have not been obtained with respect to all of the Designated Contracts on or before the expiration of thirty six (36) months from the Closing Date, the Purchaser Group shall be entitled to recover liquidated damages by cancelling one-third of the number of shares comprising the Share Consideration deposited in the Escrow Fund at Closing. All other Share Consideration held in the Escrow Fund and not subject to any other indemnity claim shall thereafter be promptly be released to the Seller Group. If at any time prior to the expiration of thirty six (36) months from the Closing Date the aggregate number of shares comprising the Share Consideration in the Escrow Fund shall be less than one third of the number of shares deposited at Closing, Purchaser Group shall be entitled to deposit with the Escrow Agent out of any Contingent Share Purchase Consideration payable hereunder a portion of the Contingent Share Purchase Consideration comprised of shares sufficient to cause the total number of shares comprising the Share Consideration held in the Escrow Fund to be equal one third of the number of shares deposited at Closing. For purposes of this Section, the Designated Contracts are set forth on Exhibit 10.2.3. 40 (45)

Indemnification of Purchaser Indemnified Parties. 10.2.1 Subject to the limitations set forth in this Section 10, Seller Group hereby jointly and severally agree to indemnify and hold harmless the Purchaser Indemnified Parties from and against any and all Losses suffered, sustained or incurred by any Purchaser Indemnified Party, resulting from, arising in connection with or related to (i) any breach of a representation or warranty made by any of the Seller Group contained in this Agreement, any Transaction Document or any certificate or other writing delivered pursuant hereto or thereto 39 (45) (other than a Fundamental Representation), (ii) any breach of a Fundamental Representation by any of the Seller Group, (iii) any breach of any covenant made by any of the Seller Group in this Agreement or any Transaction Document, (iv) any Pre Closing Liabilities, (v) the Volume Litigation, (vi) any Losses with respect to the OCS related to any actions taken by the Seller, the Purchased Companies or any of their Affiliates prior to the Closing, (vi) any Liabilities related to the termination of the Terminated Persons, regardless of when such Liabilities are payable or (vii) any Transaction Expenses that were not either paid by the Seller Group at or prior to the Closing or set forth on the Estimated Closing Certificate. 10.2.2 If any Purchaser Indemnified Party becomes entitled to any indemnification under this Agreement, the amount that such Purchaser Indemnified Party is entitled to recover in connection therewith shall nevertheless be limited as follows: (i) first, no Losses in respect of indemnity claims under Section 10.2.1 (i) shall be payable until the total of all such Losses exceeds Fifty Thousand Dollars (U.S. $50,000) (the “Deductible”), and then recovery shall be permitted hereunder only for all Losses in excess of the Deductible; (ii) second, while the application of the working capital adjustment pursuant to Section 4.7 shall not limit, impair or mitigate any party’s rights to bring any claims for indemnification hereunder, the Purchaser Indemnified Parties shall not be entitled to recover twice for the same Losses under this Section; and (iii) third, in the case of indemnity claims under Section 10.2.1(i) the maximum aggregate liability of the Seller Group shall be U.S. $750,000; provided that in no event shall the maximum aggregate liability for indemnity claims liability, other than any claims under Section 10.2.1(vi), exceed the Purchase Price. 10.2.3 In addition to the indemnification obligations provided in Section 10.2.1, the Seller Group shall jointly and severally indemnify the Purchaser Indemnified Parties as provided in this Section. Notwithstanding anything herein to the contrary, none of the limitations set forth in Section 10.2.2 shall apply to any of the indemnification obligations under this Section 10.2.3. If Requisite Consents or Renewals have not been obtained with respect to all of the Designated Contracts on or before the expiration of thirty six (36) months from the Closing Date, the Purchaser Group shall be entitled to recover liquidated damages by cancelling one-third of the number of shares comprising the Share Consideration deposited in the Escrow Fund at Closing. All other Share Consideration held in the Escrow Fund and not subject to any other indemnity claim shall thereafter be promptly be released to the Seller Group. If at any time prior to the expiration of thirty six (36) months from the Closing Date the aggregate number of shares comprising the Share Consideration in the Escrow Fund shall be less than one third of the number of shares deposited at Closing, Purchaser Group shall be entitled to deposit with the Escrow Agent out of any Contingent Share Purchase Consideration payable hereunder a portion of the Contingent Share Purchase Consideration comprised of shares sufficient to cause the total number of shares comprising the Share Consideration held in the Escrow Fund to be equal one third of the number of shares deposited at Closing. For purposes of this Section, the Designated Contracts are set forth on Exhibit 10.2.3. 40 (45).

Indemnification of Purchaser Indemnified Parties. 10.2.1 Subject to (a) Following the limitations set forth in this Section 10Closing, Seller each of the Sellers shall severally and not jointly (solely for their Pro Rata Share) indemnify the Purchaser or, at the discretion of the Purchaser, the Group hereby jointly Companies and severally agree to indemnify their respective officers, directors, employees, stockholders, agents, and other representatives (the “Purchaser Indemnified Parties”) against, and hold harmless the Purchaser Indemnified Parties from and against any and all Losses sufferedharmless for, sustained or incurred by any Purchaser Indemnified Party, resulting from, arising in connection with or related to the following: (i) any breach of a representation or warranty made Damages incurred by any such Purchaser Indemnified Party as a result of the failure of any Seller Group Fundamental Representation contained in ARTICLE IV of this Agreement, any Transaction Document or any certificate or other writing delivered pursuant hereto or thereto 39 (45) (other than a Fundamental Representation), Agreement to be true and correct on the Closing Date; (ii) any Damages incurred by any such Purchaser Indemnified Party as a result of the breach of a Fundamental Representation by any agreement, covenant or obligation of the Seller Group, Sellers in this Agreement (other than pursuant to Section 8.08) or in connection with the transactions contemplated by this Agreement; (iii) any breach of any covenant made by any Unpaid Transaction Expenses to the extent not reflected in the calculation of the Seller Group in this Agreement or any Transaction Document, Expenses Adjustment; (iv) any Pre Closing Liabilities, Damages incurred by any such Purchaser Indemnified Party in connection with the InvestPic Claim (the “InvestPic Claim Damages”); and (v) any (x) Damages in respect of Taxes imposed on the Volume Litigation, (vi) any Losses with respect to the OCS related to any actions taken by the Seller, the Purchased Group Companies or any of their Affiliates prior to the Closing, (vi) any Liabilities related to the termination on Xxxxxxx Xxxxx and/or Xxxxxx Xxxxx as a result of the Terminated Persons, regardless issuance or the purchase of when the Preferred Shares; and (y) Damages incurred by any such Liabilities are payable or (vii) any Transaction Expenses that were not either paid by the Seller Group at or prior to the Closing or set forth on the Estimated Closing Certificate. 10.2.2 If any Purchaser Indemnified Party becomes entitled as a result of the failure of any representation contained in Section 4.08 to be true and correct on the Closing Date or, without duplication, in respect of any indemnification under this AgreementTaxes that are the responsibility of the Sellers pursuant to Section 8.08, if and to the amount extent that such Purchaser Indemnified Party is entitled to recover in connection therewith shall nevertheless be limited as follows: (i) first, no Losses does not obtain dollar for dollar compensation in respect of indemnity such Damages pursuant to one or more claims that are validly and first made under the RWI Policy, subject to the last sentence of Section 10.2.1 9.07(d). (ib) shall be payable until Following the total of all such Losses exceeds Fifty Thousand Dollars (U.S. $50,000) (the “Deductible”)Closing, and then recovery shall be permitted hereunder only for all Losses in excess each of the Deductible; (ii) second, while the application of the working capital adjustment pursuant to Section 4.7 Sellers shall severally and not limit, impair or mitigate any party’s rights to bring any claims for indemnification hereunder, the Purchaser Indemnified Parties shall not be entitled to recover twice for the same Losses under this Section; and (iii) third, in the case of indemnity claims under Section 10.2.1(i) the maximum aggregate liability of the Seller Group shall be U.S. $750,000; provided that in no event shall the maximum aggregate liability for indemnity claims liability, other than any claims under Section 10.2.1(vi), exceed the Purchase Price. 10.2.3 In addition to the indemnification obligations provided in Section 10.2.1, the Seller Group shall jointly and severally indemnify the Purchaser Indemnified Parties against, and hold the Purchaser Indemnified Parties harmless for, any Damages incurred by any such Purchaser Indemnified Party as provided in this Section. Notwithstanding anything herein to the contrary, none a result of the limitations set forth in Section 10.2.2 shall apply to failure of any of the indemnification obligations under such Seller’s Seller Fundamental Representations in ARTICLE V of this Section 10.2.3. If Requisite Consents or Renewals have not been obtained with respect Agreement to all of the Designated Contracts be true and correct on or before the expiration of thirty six (36) months from the Closing Date, the Purchaser Group . (c) Any payment made in respect of a claim for indemnification under this Agreement (except pursuant to Section 10.01(e)) shall be entitled to recover liquidated damages by cancelling one-third of the number of shares comprising the Share Consideration deposited deemed a reduction in the Escrow Fund at Closing. All other Share Consideration held in the Escrow Fund and not subject to any other indemnity claim shall thereafter be promptly be released to the Seller Group. If at any time prior to the expiration of thirty six (36) months from the Closing Date the aggregate number of shares comprising the Share Consideration in the Escrow Fund shall be less than one third of the number of shares deposited at Closing, Purchaser Group shall be entitled to deposit with the Escrow Agent out of any Contingent Share Final Purchase Consideration payable hereunder a portion of the Contingent Share Purchase Consideration comprised of shares sufficient to cause the total number of shares comprising the Share Consideration held in the Escrow Fund to be equal one third of the number of shares deposited at Closing. For purposes of this Section, the Designated Contracts are set forth on Exhibit 10.2.3. 40 (45)Price.

Indemnification of Purchaser Indemnified Parties. 10.2.1 Subject (a) Seller hereby agrees to the limitations set forth in this Section 10indemnify, Seller Group hereby jointly and severally agree to indemnify defend and hold harmless Purchaser, its Affiliates and each of their respective directors, officers, employees, stockholders, agents, representatives, successors and assigns (collectively, the “Purchaser Indemnified Parties Parties”) harmless from and against any and all Losses suffered, sustained or incurred by that any of Purchaser Indemnified PartyParties may sustain (whether or not instituted by a third party), resulting fromor to which any of Purchaser Indemnified Parties may be subjected, arising out of or in connection with or related to with: (i) any inaccuracy or misrepresentation in or breach of a representation the representations or warranty warranties made by any of the Seller Group contained in this Agreement, any Transaction Document or any certificate or other writing delivered pursuant hereto or thereto 39 (45) (other than a Fundamental Representation), the Transition Services Agreement and the limited warranty deeds for the Purchased Facilities; (ii) any breach of a Fundamental Representation by any covenant or agreement of Seller or Liberty Xxxxxxxxxx xxx forth in this Agreement or in the Seller Group, limited warranty deed for either Purchased Facility; (iii) any breach amounts in respect of any covenant made by any Debt of Seller or Liberty Georgetown, to the extent such amounts were not paid at Closing out of the Seller Group in this Agreement or any Transaction Document, Closing Cash Consideration; (iv) any Pre and all Taxes (or the nonpayment thereof) by Seller or Liberty Georgetown or any of their respective Affiliates relating to the period on or before the Closing Liabilities, Date; (v) the Volume Litigation, any Retained Liabilities; and (vi) any Losses with respect to the OCS related to any actions taken and all fees, costs and expenses, including legal, accounting, financial advisory, investment banking, consulting and other advisory fees, costs and expenses of third parties, incurred or payable by the Seller, the Purchased Companies Seller or any of their Affiliates prior to the Closing, (vi) any Liabilities related to the termination of the Terminated Persons, regardless of when such Liabilities are payable or (vii) any Transaction Expenses that were not either paid by the Seller Group at or prior to the Closing or set forth on the Estimated Closing Certificate. 10.2.2 If any Purchaser Indemnified Party becomes entitled to any indemnification under this Agreement, the amount that such Purchaser Indemnified Party is entitled to recover Liberty Georgetown in connection therewith shall nevertheless be limited as follows: (i) first, no Losses in respect of indemnity claims under Section 10.2.1 (i) shall be payable until the total of all such Losses exceeds Fifty Thousand Dollars (U.S. $50,000) (the “Deductible”), and then recovery shall be permitted hereunder only for all Losses in excess of the Deductible; (ii) second, while the application of the working capital adjustment pursuant to Section 4.7 shall not limit, impair or mitigate any party’s rights to bring any claims for indemnification hereunder, the Purchaser Indemnified Parties shall not be entitled to recover twice for the same Losses under this Section; and (iii) third, in the case of indemnity claims under Section 10.2.1(i) the maximum aggregate liability of the Seller Group shall be U.S. $750,000; provided that in no event shall the maximum aggregate liability for indemnity claims liability, other than any claims under Section 10.2.1(vi), exceed the Purchase Price. 10.2.3 In addition to the indemnification obligations provided in Section 10.2.1, the Seller Group shall jointly and severally indemnify the Purchaser Indemnified Parties as provided in this Section. Notwithstanding anything herein to the contrary, none of the limitations set forth in Section 10.2.2 shall apply to any of the indemnification obligations under this Section 10.2.3. If Requisite Consents or Renewals have not been obtained with respect to all of the Designated Contracts on or before the expiration of thirty six (36) months from the Closing Date, the Purchaser Group shall be entitled to recover liquidated damages by cancelling one-third of the number of shares comprising the Share Consideration deposited in the Escrow Fund at Closing. All other Share Consideration held in the Escrow Fund and not subject to any other indemnity claim shall thereafter be promptly be released to the Seller Group. If at any time prior to the expiration of thirty six (36) months from the Closing Date the aggregate number of shares comprising the Share Consideration in the Escrow Fund shall be less than one third of the number of shares deposited at Closing, Purchaser Group shall be entitled to deposit with the Escrow Agent out of any Contingent Share Purchase Consideration payable hereunder a portion of the Contingent Share Purchase Consideration comprised of shares sufficient to cause the total number of shares comprising the Share Consideration held in the Escrow Fund to be equal one third of the number of shares deposited at Closing. For purposes of this Section, the Designated Contracts are set forth on Exhibit 10.2.3. 40 (45)Acquisition.

Indemnification of Purchaser Indemnified Parties. 10.2.1 Subject (a) Seller hereby agrees to the limitations set forth in this Section 10indemnify, Seller Group hereby jointly and severally agree to indemnify defend and hold harmless Purchaser, its Affiliates and each of their respective directors, officers, employees, stockholders, agents, representatives, successors and assigns (collectively, the “Purchaser Indemnified Parties Parties”) harmless from and against any and all Losses suffered, sustained or incurred by that any of Purchaser Indemnified PartyParties may sustain (whether or not instituted by a third party), resulting fromor to which any of Purchaser Indemnified Parties may be subjected, arising out of or in connection with or related to with: (i) any inaccuracy or misrepresentation in or breach of a representation the representations or warranty warranties made by Seller in any of the Seller Group contained in this Agreement, any Transaction Document or any certificate or other writing delivered pursuant hereto or thereto 39 (45) (other than a Fundamental Representation), Document; (ii) any breach of a Fundamental Representation by any covenant or agreement of the Seller Group, set forth in any Seller Document; (iii) any breach of any covenant made by any of the Seller Group in this Agreement pending or any Transaction Document, threatened Legal Proceedings disclosed or required to be disclosed on Schedule 3.15(a); (iv) any Pre Closing Liabilities, and all Taxes (vor the nonpayment thereof) the Volume Litigation, (vi) any Losses with respect to the OCS related to any actions taken by the Seller, the Purchased Companies of Seller or RettCo or any of their Affiliates prior relating to the Closingperiod on or before the Closing Date or the Acquisition; (v) any amounts in respect of any Debt, to the extent such amounts were not paid at Closing out of the Closing Cash Consideration; (vi) any Liabilities related to the termination of the Terminated Persons, regardless of when such Liabilities are payable or Retained Liabilities; and (vii) any Transaction Expenses that were not either paid and all fees, costs and expenses, including legal, accounting, financial advisory, investment banking, consulting and other advisory fees, costs and expenses of third parties, incurred or payable by Seller in connection with the Seller Group at or prior to the Closing or set forth on the Estimated Closing CertificateAcquisition. 10.2.2 If any Purchaser Indemnified Party becomes entitled (b) The right to any indemnification under this Agreement, the amount that such Purchaser Indemnified Party is entitled to recover in connection therewith shall nevertheless be limited as follows: (i) first, no Losses in respect of indemnity claims under Section 10.2.1 (i) shall be payable until the total of all such Losses exceeds Fifty Thousand Dollars (U.S. $50,000) (the “Deductible”), and then recovery shall be permitted hereunder only for all Losses in excess of the Deductible; (ii) second, while the application of the working capital adjustment pursuant to Section 4.7 shall not limit, impair or mitigate any party’s rights to bring any claims for indemnification hereunder, the Purchaser Indemnified Parties shall will not be entitled to recover twice for the same Losses under this Section; and affected by any investigation conducted or any knowledge acquired (iiior capable of being acquired) thirdat any time, in the case of indemnity claims under Section 10.2.1(i) the maximum aggregate liability of the Seller Group shall be U.S. $750,000; provided that in no event shall the maximum aggregate liability for indemnity claims liability, other than any claims under Section 10.2.1(vi), exceed the Purchase Price. 10.2.3 In addition to the indemnification obligations provided in Section 10.2.1, the Seller Group shall jointly and severally indemnify the Purchaser Indemnified Parties as provided in this Section. Notwithstanding anything herein to the contrary, none of the limitations set forth in Section 10.2.2 shall apply to any of the indemnification obligations under this Section 10.2.3. If Requisite Consents or Renewals have not been obtained with respect to all of the Designated Contracts on accuracy or before the expiration of thirty six (36) months from the Closing Date, the Purchaser Group shall be entitled to recover liquidated damages by cancelling one-third of the number of shares comprising the Share Consideration deposited in the Escrow Fund at Closing. All other Share Consideration held in the Escrow Fund and not subject to any other indemnity claim shall thereafter be promptly be released to the Seller Group. If at any time prior to the expiration of thirty six (36) months from the Closing Date the aggregate number of shares comprising the Share Consideration in the Escrow Fund shall be less than one third of the number of shares deposited at Closing, Purchaser Group shall be entitled to deposit with the Escrow Agent out inaccuracy of any Contingent Share Purchase Consideration payable hereunder a portion representation or warranty, or the compliance with any covenant or obligation. The waiver of any closing condition based on the Contingent Share Purchase Consideration comprised accuracy of shares sufficient any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to cause the total number of shares comprising the Share Consideration held in the Escrow Fund to be equal one third of the number of shares deposited at Closing. For purposes of this Sectionindemnification based on such representations, the Designated Contracts are set forth on Exhibit 10.2.3. 40 (45)warranties, covenants and obligations.

Indemnification of Purchaser Indemnified Parties. 10.2.1 (a) Subject to the limitations set forth in this Section 10applicable provisions of Sections 9.01 and 9.06, Seller Group hereby jointly the Significant Stockholders covenant and agree that each of them, severally agree to will indemnify each Purchaser Indemnified Party against, and hold harmless the each Purchaser Indemnified Parties Party harmless from and against any and in respect of, all Losses suffered, sustained or incurred by any Purchaser Indemnified Party, resulting Damages that arise from, arising in connection with are based on or related relate or otherwise are attributable to (i) any breach of a representation or warranty made by any the representations and warranties of the Seller Group contained in this Agreement, any Transaction Document Significant Stockholders or any certificate or other writing delivered pursuant hereto or thereto 39 (45) the Company set forth herein (other than a Fundamental Representationin Article III) or in certificates delivered in connection herewith (other than in respect of certificates relating only to the representations and warranties in Article III), (ii) any breach nonfulfillment of a Fundamental Representation by any covenant or agreement on the part of the Seller GroupSignificant Stockholders or the Company under this Agreement, (iii) any liability under the Securities Act, the Exchange Act or other applicable Governmental Requirement which arises out of or is based on (A) any untrue statement of a material fact relating to the Company, or any of them, which is (1) provided to Purchaser or its counsel by the Company and (2) contained in any preliminary prospectus relating to the IPO, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or (B) any omission or alleged omission to state therein a material fact relating to the Company required to be stated therein or necessary to make the statements therein not misleading, and not provided to Purchaser or its counsel by the Company or the Significant Stockholders (each such Damage Claim and each Damage Claim described in Section 9.02(b) being an "PURCHASER INDEMNIFIED LOSS"). (b) Each Stockholder, severally and not jointly with any other Person, covenants and agrees that he will indemnify each Purchaser Indemnified Party against, and hold each Purchaser Indemnified Party harmless from and in respect of, all Damage Claims that arise from, are based on or relate or otherwise are attributable to (i) any breach of the representations and warranties of that Stockholder solely as to that Stockholder set forth in Article III or in certificates delivered by that Stockholder and relating to those representations and warranties, (ii) any covenant made by nonfulfillment of any agreement on the part of the Seller Group in that Stockholder under this Agreement or any Transaction Document, (iv) any Pre Closing Liabilities, (v) the Volume Litigation, (vi) any Losses with respect to the OCS related to any actions taken by the Seller, the Purchased Companies or any of their Affiliates prior to the Closing, (vi) any Liabilities related to the termination of the Terminated Persons, regardless of when such Liabilities are payable or (vii) any Transaction Expenses that were not either paid by the Seller Group at or prior to the Closing or set forth on the Estimated Closing Certificate. 10.2.2 If any Purchaser Indemnified Party becomes entitled to any indemnification under this Agreement, the amount that such Purchaser Indemnified Party is entitled to recover in connection therewith shall nevertheless be limited as follows: (i) first, no Losses in respect of indemnity claims under Section 10.2.1 (i) shall be payable until the total of all such Losses exceeds Fifty Thousand Dollars (U.S. $50,000) (the “Deductible”), and then recovery shall be permitted hereunder only for all Losses in excess of the Deductible; (ii) second, while the application of the working capital adjustment pursuant to Section 4.7 shall not limit, impair or mitigate any party’s rights to bring any claims for indemnification hereunder, the Purchaser Indemnified Parties shall not be entitled to recover twice for the same Losses under this Section; and (iii) thirdany liability under the Securities Act, the Exchange Act or other applicable Governmental Requirement which arises out of or is based on (A) any untrue statement or alleged untrue statement of a material fact relating solely to that Stockholder which is (1) provided to Purchaser or its counsel by that Stockholder and (2) contained in the case of indemnity claims under Section 10.2.1(i) the maximum aggregate liability of the Seller Group shall be U.S. $750,000; provided that in no event shall the maximum aggregate liability for indemnity claims liability, other than any claims under Section 10.2.1(vi), exceed the Purchase Price. 10.2.3 In addition preliminary prospectus relating to the indemnification obligations provided in Section 10.2.1IPO, the Seller Group shall jointly and severally indemnify Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or (B) any omission or alleged omission to state therein a material fact relating solely to that Stockholder required to be stated therein or necessary to make the Purchaser Indemnified Parties as provided in this Section. Notwithstanding anything herein to the contrarystatements therein not misleading, none of the limitations set forth in Section 10.2.2 shall apply to any of the indemnification obligations under this Section 10.2.3. If Requisite Consents or Renewals have not been obtained with respect to all of the Designated Contracts on or before the expiration of thirty six (36) months from the Closing Date, the Purchaser Group shall be entitled to recover liquidated damages by cancelling one-third of the number of shares comprising the Share Consideration deposited in the Escrow Fund at Closing. All other Share Consideration held in the Escrow Fund and not subject provided to any other indemnity claim shall thereafter be promptly be released to the Seller Group. If at any time prior to the expiration of thirty six (36) months from the Closing Date the aggregate number of shares comprising the Share Consideration in the Escrow Fund shall be less than one third of the number of shares deposited at Closing, Purchaser Group shall be entitled to deposit with the Escrow Agent out of any Contingent Share Purchase Consideration payable hereunder a portion of the Contingent Share Purchase Consideration comprised of shares sufficient to cause the total number of shares comprising the Share Consideration held in the Escrow Fund to be equal one third of the number of shares deposited at Closing. For purposes of this Section, the Designated Contracts are set forth on Exhibit 10.2.3. 40 (45)or its counsel by that Stockholder.

Indemnification of Purchaser Indemnified Parties. 10.2.1 Subject to the limitations set forth in this Section 10applicable provisions of Sections 7.01 and 7.06, Seller Group hereby the Selling Parties covenant and agree that they, jointly and severally agree to severally, will indemnify each Purchaser Indemnified Party against, and hold harmless the each Purchaser Indemnified Parties Party harmless from and against any and in respect of, all Losses suffered, sustained or incurred by any Purchaser Indemnified Party, resulting Damage Claims that arise from, arising in connection with are based on or related relate or otherwise are attributable to (i) any breach of a representation or warranty made by any the representations and warranties of the Seller Group contained Selling Parties set forth herein or in this Agreementcertificates delivered in connection herewith, any Transaction Document or any certificate or other writing delivered pursuant hereto or thereto 39 (45) (other than a Fundamental Representation), (ii) any breach of a Fundamental Representation by any of the Seller Group, (iii) any breach nonfulfillment of any covenant made by any or agreement on the part of the Seller Group in Selling Parties under this Agreement or any Transaction Document, (iveach such Damage Claim and each Damage Claim described in Section 7.02(b) any Pre Closing Liabilities, (v) the Volume Litigation, (vi) any Losses with respect to the OCS related to any actions taken by the Seller, the Purchased Companies or any of their Affiliates prior to the Closing, (vi) any Liabilities related to the termination of the Terminated Persons, regardless of when such Liabilities are payable or (vii) any Transaction Expenses that were not either paid by the Seller Group at or prior to the Closing or set forth on the Estimated Closing Certificate. 10.2.2 If any being an "Purchaser Indemnified Party becomes entitled to any indemnification under this AgreementLoss"); provided, the amount that such Purchaser Indemnified Party is entitled to recover in connection therewith shall nevertheless be limited as follows: (i) firsthowever, no Losses in respect of indemnity claims under Section 10.2.1 (i) shall be payable until the total of all such Losses exceeds Fifty Thousand Dollars (U.S. $50,000) (the “Deductible”), and then recovery shall be permitted hereunder only for all Losses in excess of the Deductible; (ii) second, while the application of the working capital adjustment pursuant to Section 4.7 shall not limit, impair or mitigate any party’s rights to bring any claims for indemnification hereunder, the Purchaser Indemnified Parties shall not be entitled to recover twice for the same Losses under this Section; and (iii) third, in the case of indemnity claims under Section 10.2.1(i) the maximum aggregate liability of the Seller Group shall be U.S. $750,000; provided that in no event shall the maximum aggregate liability Selling Parties be obligated to indemnify any Purchaser Indemnified Party for indemnity claims liabilityany Damages incurred pursuant to clauses (i) or (ii) above if such Purchaser Indemnified Party had actual knowledge of such breach of the representations and warranties of the Selling Parties set forth herein or any non-fulfillment of any covenant or agreement on the part of the Selling Parties under this Agreement and failed to notify the Selling Parties of such knowledge prior to Closing. Any indemnification provided to any Purchaser Indemnified Party by the Selling Parties hereunder for Damages shall be determined net of (x) any Tax benefit actually recognized which reduced, other than any claims under Section 10.2.1(vi), exceed the Purchase Price. 10.2.3 In addition to the indemnification obligations provided in Section 10.2.1or will reduce when a Tax return is filed, the Seller Group shall jointly and severally indemnify the Tax liability of such Purchaser Indemnified Parties as provided in this Section. Notwithstanding anything herein to the contraryParty, none of the limitations set forth in Section 10.2.2 shall apply to or (y) any of the indemnification obligations under this Section 10.2.3. If Requisite Consents or Renewals have not been obtained insurance coverage with respect to all thereto which reduces Damages of the Designated Contracts on or before the expiration of thirty six (36) months from the Closing Date, the such Purchaser Group shall Indemnified Party that would otherwise be entitled to recover liquidated damages by cancelling one-third of the number of shares comprising the Share Consideration deposited in the Escrow Fund at Closing. All other Share Consideration held in the Escrow Fund and not subject to any other indemnity claim shall thereafter be promptly be released to the Seller Group. If at any time prior to the expiration of thirty six (36) months from the Closing Date the aggregate number of shares comprising the Share Consideration in the Escrow Fund shall be less than one third of the number of shares deposited at Closing, Purchaser Group shall be entitled to deposit with the Escrow Agent out of any Contingent Share Purchase Consideration payable hereunder a portion of the Contingent Share Purchase Consideration comprised of shares sufficient to cause the total number of shares comprising the Share Consideration held in the Escrow Fund to be equal one third of the number of shares deposited at Closing. For purposes of this Section, the Designated Contracts are set forth on Exhibit 10.2.3. 40 (45)sustained.

Indemnification of Purchaser Indemnified Parties. 10.2.1 (a) Subject to the limitations set forth in other provisions of this Section 10Article XI and the terms and conditions of the Escrow Agreement, Seller Group hereby jointly from and severally agree to indemnify and hold harmless after the Closing each Purchaser Indemnified Parties Party shall be indemnified, held harmless and reimbursed by Seller or, subject to Section 11.10, from the Escrow Fund (as applicable) against, from and against for any and all Losses suffered, sustained actual Damages suffered or incurred by any such Purchaser Indemnified Party, resulting from, arising Party in connection with with, relating to or related to arising out of: (i) the Excluded Assets, Excluded Liabilities, any Seller Stockholder Claim and the Excess COBRA Liabilities; (ii) all Permitted Non-transferable Licenses which are not included in the Purchased Assets, if the aggregate Damages suffered with respect thereto is $30,000 or more; (iii) any breach by Seller of, or failure by Seller to perform, any of its agreements, covenants or obligations in this Agreement; (iv) any breach of a or inaccuracy in any warranty or representation or warranty made by any of the Seller Group contained in this AgreementArticle IV, any Transaction Document or any certificate delivered by or other writing delivered pursuant hereto or thereto 39 (45) (other than a Fundamental Representation), (ii) any breach on behalf of a Fundamental Representation by any of the Seller Group, (iii) any breach of any covenant made by any of the Seller Group in this Agreement or any Transaction Document, (iv) any Pre Closing Liabilities, officer thereof pursuant to Article VIII; (v) the Volume Litigationfailure to comply with Applicable Laws governing bulk sales of assets or sales of assets outside the ordinary course of business in connection with the consummation of the transactions contemplated hereby; provided, (vi) any Losses however, that the Purchaser Indemnified Parties shall be indemnified, held harmless and reimbursed hereunder with respect to the OCS related to any actions taken by the Seller, the Purchased Companies or any of their Affiliates prior to the Closing, (vi) any Liabilities related to the termination of the Terminated Persons, regardless of when such Liabilities are payable or (vii) any Transaction Expenses that were not either paid by the Seller Group at or prior to the Closing or matters set forth on in clause (iii) of this Section 11.02 (a) only in the Estimated Closing Certificate. 10.2.2 If any event that the aggregate amount (without duplication) of actual Damages suffered or incurred by all Purchaser Indemnified Party becomes entitled Parties with respect to any indemnification under this Agreement, the amount that such Purchaser Indemnified Party is entitled to recover in connection therewith shall nevertheless be limited as follows: (i) first, no Losses in respect of indemnity claims under Section 10.2.1 (i) shall be payable until the total of all such Losses matters, in the aggregate, exceeds Fifty Thousand Dollars (U.S. $50,000) 50,000 (the “DeductibleBasket”); it being understood that, and then recovery shall be permitted hereunder only for once all Losses in excess such Damages reach the amount of the Deductible; (ii) second, while the application of the working capital adjustment pursuant to Section 4.7 shall not limit, impair or mitigate any party’s rights to bring any claims for indemnification hereunderBasket, the Purchaser Indemnified Parties shall not be entitled to recover twice for the same Losses under this Sectionall Damages incurred by them with respect to such matters; and and (iiib) third, in the case only up to an aggregate amount equal to 100% of indemnity claims under Section 10.2.1(i) the maximum aggregate liability of the Seller Group shall be U.S. $750,000; provided that in no event shall the maximum aggregate liability for indemnity claims liability, other than any claims under Section 10.2.1(vi), exceed the Purchase Price. 10.2.3 In addition to the indemnification obligations provided in Section 10.2.1, the Seller Group shall jointly and severally indemnify the Purchaser Indemnified Parties as provided in this Section. Notwithstanding anything herein to the contrary, none of the limitations set forth in Section 10.2.2 shall apply to any of the indemnification obligations under this Section 10.2.3. If Requisite Consents or Renewals have not been obtained with respect to all of the Designated Contracts on or before the expiration of thirty six (36) months from the Closing Date, the Purchaser Group shall be entitled to recover liquidated damages by cancelling one-third of the number of shares comprising the Share Consideration deposited in the Escrow Fund at Closing. All other Share Consideration held in the Escrow Fund and not subject to any other indemnity claim shall thereafter be promptly be released to the Seller Group. If at any time prior to the expiration of thirty six (36) months from the Closing Date the aggregate number of shares comprising the Share Consideration in the Escrow Fund shall be less than one third of the number of shares deposited at Closing, Purchaser Group shall be entitled to deposit with the Escrow Agent out of any Contingent Share Purchase Consideration payable hereunder a portion of the Contingent Share Purchase Consideration comprised of shares sufficient to cause the total number of shares comprising the Share Consideration held in the Escrow Fund to be equal one third of the number of shares deposited at Closing. For purposes of this Section, the Designated Contracts are set forth on Exhibit 10.2.3. 40 (45)

Indemnification of Purchaser Indemnified Parties. 10.2.1 (a) Subject to the limitations set forth in this Section 10applicable provisions of Sections 9.1 and 9.6, Seller Group hereby the Stockholder and each MTM Stockholder, jointly and severally agree severally, except that, with respect to the indemnity in clause (v) below, each MTM Stockholder shall be joint and several with the Stockholder and several among themselves as to such MTM Stockholder's proportionate part of any Excess Tax Obligations and any Prior Tax Liability, covenants and agrees that it will indemnify each Purchaser Indemnified Party against, and hold harmless the each Purchaser Indemnified Parties Party harmless from and against any and in respect of, all Losses suffered, sustained or incurred by any Purchaser Indemnified Party, resulting Damages that arise from, arising in connection with are based on or related relate or otherwise are attributable to (i) any breach of a representation or warranty made by any the representations and warranties of the Seller Group contained Stockholder or the Company set forth herein or in this Agreement, any Transaction Document or any certificate or other writing certificates delivered pursuant hereto or thereto 39 (45) (other than a Fundamental Representation)in connection herewith, (ii) any breach nonfulfillment of a Fundamental Representation by any covenant or agreement on the part of the Seller GroupStockholder or the Company under this Agreement, (iii) any breach liability under the Securities Act, the Exchange Act or other applicable Governmental Requirement which arises out of or is based on (A) any covenant made untrue statement of a material fact relating to the Stockholder and the Company, or either of them, which is (1) provided to Purchaser or its counsel by the Company or the Stockholder and (2) contained in any of preliminary prospectus relating to the Seller Group in this Agreement IPO, the Registration Statement or any Transaction Documentprospectus forming a part thereof, or any amendment thereof or supplement thereto, or (B) any omission or alleged omission to state therein a material fact relating to the Stockholder and the Company, or either of them, required to be stated therein or necessary to make the statements therein not misleading, and not provided to Purchaser or its counsel by the Company or the Stockholder, (iv) any Pre Closing Liabilitiesthe litigation, claims and other matters described on SCHEDULE 4.12 (except to the extent such Damages constitute fees of, expenses of and disbursements, by attorneys, consultants, experts or other Representatives and Litigation costs), or (v) the Volume Litigation, amount of any Excess Tax Obligations and any Prior Tax Liability (vieach such Damage Claim and each Damage Claim described in Section 9.02(b) any Losses with respect being a "PURCHASER INDEMNIFIED LOSS"). (b) Subject to the OCS related to applicable provisions of Sections 9.1 and 9.6, each MTM Stockholder, severally and not jointly with any actions taken by the Sellerother Person, the Purchased Companies or any of their Affiliates prior to the Closing, (vi) any Liabilities related to the termination of the Terminated Persons, regardless of when such Liabilities are payable or (vii) any Transaction Expenses covenants and agrees that were not either paid by the Seller Group at or prior to the Closing or set forth on the Estimated Closing Certificate. 10.2.2 If any he will indemnify each Purchaser Indemnified Party becomes entitled to any indemnification under this Agreementagainst, the amount that such and hold each Purchaser Indemnified Party is entitled harmless from and in respect of, all Damage Claims that arise from, are based on or relate or otherwise are attributable to recover in connection therewith shall nevertheless be limited as follows: (i) first, no Losses in respect of indemnity claims under Section 10.2.1 (i) shall be payable until the total of all such Losses exceeds Fifty Thousand Dollars (U.S. $50,000) (the “Deductible”), and then recovery shall be permitted hereunder only for all Losses in excess any breach of the Deductible; representations and warranties of that MTM Stockholder herein or in any certificates delivered in connection herewith, (ii) secondany nonfulfillment of any several, while and not joint and several, agreement on the application part of the working capital adjustment pursuant to Section 4.7 shall not limit, impair or mitigate any party’s rights to bring any claims for indemnification hereunder, the Purchaser Indemnified Parties shall not be entitled to recover twice for the same Losses that MTM Stockholder under this Section; and Agreement or (iii) thirdany liability under the Securities Act, the Exchange Act or other applicable Governmental Requirement which arises out of or is based on (A) any untrue statement or alleged untrue statement of a material fact relating solely to that MTM Stockholder which is (1) provided to Purchaser or its counsel by that MTM Stockholder and (2) contained in the case of indemnity claims under Section 10.2.1(i) the maximum aggregate liability of the Seller Group shall be U.S. $750,000; provided that in no event shall the maximum aggregate liability for indemnity claims liability, other than any claims under Section 10.2.1(vi), exceed the Purchase Price. 10.2.3 In addition preliminary prospectus relating to the indemnification obligations provided in Section 10.2.1IPO, the Seller Group shall jointly and severally indemnify Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or (B) any omission or alleged omission to state therein a material fact relating solely to that MTM Stockholder required to be stated therein or necessary to make the Purchaser Indemnified Parties as provided in this Section. Notwithstanding anything herein to the contrarystatements therein not misleading, none of the limitations set forth in Section 10.2.2 shall apply to any of the indemnification obligations under this Section 10.2.3. If Requisite Consents or Renewals have not been obtained with respect to all of the Designated Contracts on or before the expiration of thirty six (36) months from the Closing Date, the Purchaser Group shall be entitled to recover liquidated damages by cancelling one-third of the number of shares comprising the Share Consideration deposited in the Escrow Fund at Closing. All other Share Consideration held in the Escrow Fund and not subject provided to any other indemnity claim shall thereafter be promptly be released to the Seller Group. If at any time prior to the expiration of thirty six (36) months from the Closing Date the aggregate number of shares comprising the Share Consideration in the Escrow Fund shall be less than one third of the number of shares deposited at Closing, Purchaser Group shall be entitled to deposit with the Escrow Agent out of any Contingent Share Purchase Consideration payable hereunder a portion of the Contingent Share Purchase Consideration comprised of shares sufficient to cause the total number of shares comprising the Share Consideration held in the Escrow Fund to be equal one third of the number of shares deposited at Closing. For purposes of this Section, the Designated Contracts are set forth on Exhibit 10.2.3. 40 (45)or its counsel by that MTM Stockholder.

Indemnification of Purchaser Indemnified Parties. 10.2.1 Subject to From and after the limitations set forth in this Section 10Closing, Seller Group hereby jointly and severally agree agrees to indemnify and hold harmless Purchaser and its Affiliates and their respective officers, directors, managers, direct and indirect equityholders, partners, members, employees, contractors, representatives and agents (collectively, the “Purchaser Indemnified Parties from Parties”) against, and against shall hold each of them harmless from, any and all Losses incurred or suffered (or reasonably expected to be incurred or suffered) by any of the foregoing arising out of, sustained resulting from, in connection with or related to: (a) any inaccuracy or breach, as of the signing or as of the Closing as if made at the Closing, of any representation or warranty made by Seller pursuant to this Agreement, any Ancillary Agreement, or any document executed in connection with the transactions contemplated by this Agreement (disregarding, in each case for purposes of determining whether any inaccuracy or breach has occurred and the amount of Losses arising therefrom, any “material”, “materiality” or similar qualifications included in any such representation or warranty); (b) any breach of covenant or agreement made or to be performed by Seller pursuant to this Agreement, any Ancillary Agreement, or any document executed in connection with the transactions contemplated by this Agreement; (c) the operation of the Business, including the operation and ownership of the Transferred Assets and Assumed Liabilities, and any Tax obligations incurred by Seller in relation thereto, prior to the Closing; (d) any Excluded Assets, Excluded Liabilities, or Excluded Contracts; (e) any Actual Fraud or Willful Breach by Seller or its Representatives in connection with the Transactions; (f) Seller’s inability to assign any Non-Assignable Contracts; (g) the failure to comply with any applicable bulk sales laws; (h) Any Action initiated by any stockholder or creditor of Seller relating to the Transactions; and (i) any third-party Action (or written threat thereof) against any Purchaser Indemnified Party, resulting fromincluding the costs of defending against and settling any such third party Action, arising if the facts and circumstances alleged in connection with such Action (or related to (iwritten threat thereof) any breach of a representation or warranty made by any of the Seller Group contained in this Agreement, any Transaction Document or any certificate or other writing delivered pursuant hereto or thereto 39 (45) (other than a Fundamental Representation), (ii) any breach of a Fundamental Representation by any of the Seller Group, (iii) any breach of any covenant made by any of the Seller Group in this Agreement or any Transaction Document, (iv) any Pre Closing Liabilities, (v) the Volume Litigation, (vi) any Losses with respect to the OCS related to any actions taken by the Seller, the Purchased Companies or any of their Affiliates prior to the Closing, (vi) any Liabilities related to the termination of the Terminated Persons, regardless of when such Liabilities are payable or (vii) any Transaction Expenses that were not either paid by the Seller Group at or prior to the Closing or set forth on the Estimated Closing Certificate. 10.2.2 If any Purchaser Indemnified Party becomes entitled to any indemnification under this Agreement, the amount that would give such Purchaser Indemnified Party is entitled a right to recover in connection therewith shall nevertheless be limited as follows: (i) first, no Losses in respect of indemnity claims under Section 10.2.1 (i) shall be payable until the total of all such Losses exceeds Fifty Thousand Dollars (U.S. $50,000) (the “Deductible”), and then recovery shall be permitted hereunder only for all Losses in excess of the Deductible; (ii) second, while the application of the working capital adjustment pursuant to Section 4.7 shall not limit, impair or mitigate any party’s rights to bring any claims for indemnification hereunder, the Purchaser Indemnified Parties shall not be entitled to recover twice for the same Losses under this SectionSection 10.3 if such facts and circumstances were assumed to be factually accurate; and (iii) third, in the case of indemnity claims under Section 10.2.1(ij) the maximum aggregate liability of the Seller Group shall be U.S. $750,000; provided that in no event shall the maximum aggregate liability for indemnity claims liability, other than any claims under Section 10.2.1(vi), exceed the Purchase Price. 10.2.3 In addition to the indemnification obligations provided in Section 10.2.1, the Seller Group shall jointly and severally indemnify the Purchaser Indemnified Parties as provided in this Section. Notwithstanding anything herein to the contrary, none of the limitations set forth in Section 10.2.2 shall apply to any of the indemnification obligations under this Section 10.2.3. If Requisite Consents or Renewals have not been obtained with respect to all of the Designated Contracts on or before the expiration of thirty six (36) months from the Closing Date, the Purchaser Group shall be entitled to recover liquidated damages by cancelling one-third of the number of shares comprising the Share Consideration deposited in the Escrow Fund at Closing. All other Share Consideration held in the Escrow Fund and not subject to any other indemnity claim shall thereafter be promptly be released to the Seller Group. If at any time prior to the expiration of thirty six (36) months from the Closing Date the aggregate number of shares comprising the Share Consideration in the Escrow Fund shall be less than one third of the number of shares deposited at Closing, Purchaser Group shall be entitled to deposit with the Escrow Agent out of any Contingent Share Purchase Consideration payable hereunder a portion of the Contingent Share Purchase Consideration comprised of shares sufficient to cause the total number of shares comprising the Share Consideration held in the Escrow Fund to be equal one third of the number of shares deposited at Closing. For purposes of this Section, the Designated Contracts are matters set forth on Exhibit 10.2.3. 40 (45Schedule 10.3(j).

Indemnification of Purchaser Indemnified Parties. 10.2.1 Subject to the limitations set forth in this Section 10(a) Each Seller and Seller Owner agrees to, Seller Group hereby jointly and severally agree to indemnify severally, indemnify, defend and hold harmless Purchaser, its Affiliates and each of their respective directors, officers, employees, Affiliates, agents, representatives, successors and assigns (collectively, the “Purchaser Indemnified Parties Parties”) harmless from and against any and all Losses suffered, sustained or incurred by that any of Purchaser Indemnified PartyParties may sustain (whether or not instituted by a third party), resulting fromor to which any of Purchaser Indemnified Parties may be subjected, arising out of or in connection with or related to with: (i) any inaccuracy or misrepresentation in or breach of (or an alleged breach arising from an Indemnification Claim arising from an allegation by a representation third party that, if true, would be a breach of) the representations or warranty warranties made in any Seller Document by any of the Seller Group contained in this Agreement, any Transaction Document or any certificate or other writing delivered pursuant hereto or thereto 39 (45) (other than a Fundamental Representation), Seller Owner; (ii) any breach of a Fundamental Representation any covenant or agreement set forth in any Seller Document by any of the Seller Group, or any Seller Owner; (iii) any breach of any covenant made by any of the Seller Group in this Agreement pending or any Transaction Document, threatened Legal Proceedings; (iv) any Pre Closing Liabilities, and all Taxes (vor the nonpayment thereof) the Volume Litigation, (vi) any Losses with respect to the OCS related to any actions taken by the of Seller, the Purchased Companies or any of their Affiliates prior to the Closing, (vi) any Liabilities including those related to the termination ownership of the Terminated Persons, regardless Acquired Assets and operation of when such Liabilities are payable or (vii) any Transaction Expenses that were not either paid by the Seller Group at business on or prior to the Closing Date; (v) Seller Expenses, solely to the extent not paid out of the Purchase Price at Closing; (vi) any amounts in respect of any Debt, solely to the extent not paid out of the Purchase Price at Closing; (vii) any Retained Liabilities and any Liabilities that are not directly related to the Business; (viii) the ownership of the Acquired Assets and the operation of the Business on or before the Closing Date; (ix) the enforcement of this indemnification by Xxxxxxxxx; and (x) any amounts in respect of those matters set forth on the Estimated Closing CertificateSchedule 9.2(a)1. 10.2.2 If (b) The right to indemnification, payment of Losses or other remedy based on such representations, warranties, covenants and obligations will not be affected by any Purchaser Indemnified Party becomes entitled investigation conducted or any knowledge acquired (or capable of being acquired) at any time, with respect to the accuracy or inaccuracy of any indemnification under this Agreementrepresentation or warranty, or the amount that compliance with any covenant or obligation. The waiver of any closing condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Losses, or other remedy based on such Purchaser Indemnified Party is entitled to recover in connection therewith shall nevertheless be limited as follows:representations, warranties, covenants and obligations. (ic) firstIn addition, no Losses in respect of indemnity claims under Section 10.2.1 (i) shall be payable until the total of all such Losses exceeds Fifty Thousand Dollars (U.S. $50,000) (the “Deductible”), each Seller and then recovery shall be permitted hereunder only for all Losses in excess of the Deductible; (ii) second, while the application of the working capital adjustment pursuant to Section 4.7 shall not limit, impair or mitigate any party’s rights to bring any claims for indemnification hereunder, Seller Owner acknowledges and agrees that the Purchaser Indemnified Parties shall not be entitled to recover twice for the same Losses have an express right of set-off against any post-Closing payments required of Purchaser under this Section; and (iii) third, in the case of indemnity claims under Section 10.2.1(i) the maximum aggregate liability of the Seller Group shall be U.S. $750,000; provided that in no event shall the maximum aggregate liability Agreement or any Purchaser Document for indemnity claims liability, other than any claims under Section 10.2.1(vi), exceed the Purchase Price. 10.2.3 In addition to the indemnification obligations provided in Section 10.2.1, the Seller Group shall jointly and severally indemnify Losses for which the Purchaser Indemnified Parties as provided in this Section. Notwithstanding anything herein are entitled to indemnification pursuant to Article IX. (d) Seller and each Seller Owner hereby knowingly and irrevocably waive, release and relinquish any right to seek indemnification, contribution or other payment from, or otherwise bring a claim against, the contrarycurrent or former directors, none of the limitations set forth in Section 10.2.2 shall apply to officers, managers, employees, agents and other representatives (and any of the indemnification obligations them) of Seller as a result of Losses for which Seller or any Seller Owner is required to indemnify any Purchaser Indemnified Party under this Section 10.2.3Agreement. If Requisite Consents or Renewals have not been obtained with respect to all 1 To be determined based on the results of the Designated Contracts on or before the expiration of thirty six (36) months from the Closing Date, the Purchaser Group shall be entitled to recover liquidated damages by cancelling one-third of the number of shares comprising the Share Consideration deposited in the Escrow Fund at Closing. All other Share Consideration held in the Escrow Fund and not subject to any other indemnity claim shall thereafter be promptly be released to the Seller Group. If at any time prior to the expiration of thirty six (36) months from the Closing Date the aggregate number of shares comprising the Share Consideration in the Escrow Fund shall be less than one third of the number of shares deposited at Closing, Purchaser Group shall be entitled to deposit with the Escrow Agent out of any Contingent Share Purchase Consideration payable hereunder a portion of the Contingent Share Purchase Consideration comprised of shares sufficient to cause the total number of shares comprising the Share Consideration held in the Escrow Fund to be equal one third of the number of shares deposited at Closing. For purposes of this Section, the Designated Contracts are set forth on Exhibit 10.2.3. 40 (45)Purchaser’s due diligence.