Common use of Indemnification Provisions for Benefit of Seller Clause in Contracts

Indemnification Provisions for Benefit of Seller. (a) If the Closing occurs, Buyer agrees from and after the Closing to indemnify Seller Indemnitees from and against any Losses actually suffered or incurred by them, or any of them, arising out of or related to: (i) any breach of, or any inaccuracy in, any representation or warranty of Buyer contained in this Agreement or any agreement, certificate or instrument delivered pursuant hereto or in connection herewith; (ii) any breach of, or failure to perform or comply with, any covenant or obligation of Buyer contained in this Agreement or any agreement, certificate or instrument delivered pursuant hereto or in connection herewith, including Buyer’s obligations under Section 5.9; and/or (iii) any of the Assumed Obligations. No Claim may be asserted nor may any action be commenced against Buyer pursuant to this Section 10.3 unless written notice of such Claim is received by Buyer describing in reasonable detail the facts and circumstances then known with respect to the subject matter of such Claim on or prior to the date on which the representation or warranty or covenant (as applicable) on which such Claim is based ceases to survive as set forth in Section 10.1, and any Claim with respect to which such notice shall have been timely made may be continued after the time at which the representation, warranty, covenant or obligation (as applicable) on which such Claim is based so ceases to survive and shall not be affected thereby. (b) In addition to the indemnification provisions set forth in Section 10.3(a), if the Closing occurs, Buyer agrees to indemnify Seller Indemnitees for any and all cash amounts that they, or any of them, are required to pay arising out of or related to the Other Retained Obligations, but only to the extent such payments, in the aggregate, exceed the difference of (x) $40,000,000 minus (y) the aggregate cash amount received by Buyer from Seller in respect of all Claims pursuant to Section 10.2(a)(i) of this Agreement (other than (A) Claims arising with respect to Section 3.1, Section 3.2, Section 3.7(a) or Section 3.7(d), or (B) any Claims for any breach of, or any inaccuracy in, any representation or warranty by Seller of which Seller had Knowledge at any time prior to the time at which such representation or warranty was made).

Indemnification Provisions for Benefit of Seller. (ai) If In the Closing occursevent Buyer breaches (or in the event any third party alleges facts that, if true, would mean Buyer has breached) any of its representations, warranties, and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to Section 9(a) above, provided that Seller makes a written claim for indemnification against Buyer within such survival period, then Buyer agrees from and after the Closing to indemnify Seller Indemnitees from and against the entirety of any Adverse Consequences Seller may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). Buyer shall not have any obligation to indemnify Seller from and against any Losses actually suffered or incurred by them, or any of themAdverse Consequences resulting from, arising out of or related of, relating to: (i) any breach , in the nature of, or any inaccuracy in, caused by the breach (or alleged breach) of any representation or warranty of Buyer contained until Seller has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in this Agreement excess of a $50,000 aggregate threshold at which point Buyer will be obligated thereafter to indemnify Seller and against all such Adverse Consequences. The $50,000 aggregate threshold shall not be applicable to a breach of Sections 4.5, 3.25, or any agreement8.1, certificate the Purchase Price Adjustments, the Post Closing Adjustments, or instrument delivered pursuant hereto or in connection herewith;under the Services Agreement. (ii) any breach of, or failure to perform or comply with, any covenant or obligation of Buyer contained in this Agreement or any agreement, certificate or instrument delivered pursuant hereto or in connection herewith, including Buyer’s obligations under Section 5.9; and/or (iii) any of the Assumed Obligations. No Claim may be asserted nor may any action be commenced against Buyer pursuant to this Section 10.3 unless written notice of such Claim is received by Buyer describing in reasonable detail the facts and circumstances then known with respect to the subject matter of such Claim on or prior to the date on which the representation or warranty or covenant (as applicable) on which such Claim is based ceases to survive as set forth in Section 10.1, and any Claim with respect to which such notice shall have been timely made may be continued after the time at which the representation, warranty, covenant or obligation (as applicable) on which such Claim is based so ceases to survive and shall not be affected thereby. (b) In addition to the indemnification provisions set forth in Section 10.3(a), if the Closing occurs, Buyer agrees to indemnify Seller Indemnitees for from and against the entirety of any and all cash amounts that theyAdverse Consequences Seller may suffer resulting from, or any of them, are required to pay arising out of or related to the Other Retained Obligationsof, but only to the extent such paymentsrelating to, in the aggregate, exceed the difference of (x) $40,000,000 minus (y) the aggregate cash amount received by Buyer from Seller in respect of all Claims pursuant to Section 10.2(a)(i) of this Agreement (other than (A) Claims arising with respect to Section 3.1, Section 3.2, Section 3.7(a) or Section 3.7(d), or (B) any Claims for any breach nature of, or caused by any inaccuracy inliability of Seller that becomes a liability of Buyer for any bulk transfer sales taxes of any jurisdiction, and any representation claim by the Landlord under any lease assigned to Buyer or warranty by any Lessor under any sublease granted by Seller to Buyer, under any of the Ancillary Agreements and any claim by any Lessor under any lease agreement through which Seller had Knowledge at Buyer is granted a sublease in accordance with any time prior to of the time at which such representation or warranty was made)Ancillary Agreements.

Indemnification Provisions for Benefit of Seller. (a) If In the Closing occursevent Buyer breaches (or in the event any third party alleges facts that, if true, would mean Buyer has breached) any representations, warranties or covenants contained in this Agreement, and if there is an applicable survival period pursuant to Section 8.1, provided that any of Seller makes a written claim for indemnification against Buyer within the survival period, then Buyer agrees to indemnify Seller and Seller’s officers, managers, members, employees, agents and Affiliates (the “Seller Indemnified Parties”) from and against the entirety of any Adverse Consequences Seller Indemnified Parties may suffer through and after the Closing date of the claim for indemnification (including any Adverse Consequences Seller Indemnified Parties may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of or caused by such breach (or alleged breach). (b) Buyer agrees to indemnify Seller Indemnitees Indemnified Parties from and against the entirety of any Losses actually suffered or incurred by them, or any of themAdverse Consequences Seller Indemnified Parties may suffer resulting from, arising out of, relating to, in the nature of or related caused by any Assumed Liability. (c) Buyer agrees to indemnify Seller Indemnified Parties from and against the entirety of any Adverse Consequences any Seller Indemnified Parties may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Seller Indemnified Parties may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by: (i) any breach of, Liability arising out of the ownership or any inaccuracy in, any representation operation of the Acquired Assets or warranty of Buyer contained in this Agreement or any agreement, certificate or instrument delivered pursuant hereto or in connection herewith;from and after the Closing Date, (ii) any breach of, or failure to perform or comply with, any covenant or obligation Liability of Buyer contained in this Agreement or for any agreement, certificate or instrument delivered pursuant hereto or in connection herewith, including Buyer’s obligations under Section 5.9; and/orTaxes for periods after Closing; (iii) any of the Assumed Obligations. No Claim may be asserted nor may any action be commenced against Buyer pursuant to this Section 10.3 unless written notice of such Claim is received services provided by Buyer describing in reasonable detail the facts and circumstances then known with respect to the subject matter of such Claim on or prior to the date on which the representation or warranty or covenant (as applicable) on which such Claim is based ceases to survive as set forth in Section 10.1, and any Claim with respect to which such notice shall have been timely made may be continued after the time at which the representation, warranty, covenant or obligation (as applicable) on which such Claim is based so ceases to survive and shall not be affected thereby.Buyer; and (biv) In addition to the indemnification provisions set forth in Section 10.3(a), if the Closing occurs, Buyer agrees to indemnify Seller Indemnitees for any and all cash amounts that they, or any of them, are required to pay Liability arising out of or related to the Other Retained Obligations, but only to the extent such payments, in the aggregate, exceed the difference of (x) $40,000,000 minus (y) the aggregate cash amount received by Buyer resulting from Seller in respect of all Claims pursuant to Section 10.2(a)(i) of this Agreement (other than (A) Claims arising Buyer’s compliance or non-compliance with respect to Section 3.1, Section 3.2, Section 3.7(a) or Section 3.7(d), or (B) any Claims for any breach of, or any inaccuracy in, any representation or warranty by Seller of which Seller had Knowledge at any time prior to the time at which such representation or warranty was made)Law.

Indemnification Provisions for Benefit of Seller. (a) a If the Closing occursshall occur and Buyer breaches any of its representations, warranties or covenants contained in this Agreement, and provided that Seller, within any applicable survival period set forth in Section 9.1, makes a written claim for indemnification against Buyer setting forth in reasonable detail the circumstances regarding the claim and, if ascertainable, an estimate of the amount thereof, then, subject to Section 9.3(c), Buyer agrees from to indemnify, defend and after the Closing to indemnify hold Seller Indemnitees and its Affiliates harmless from and against any Losses actually suffered Seller or incurred by themany of its Affiliates, or any of themtheir respective directors, arising officers, employees, agents or representatives (collectively, "Seller Indemnified Parties"), suffer to the extent such Losses result from, arise out of or related are caused by such breach. (b Without restriction as to time, Buyer further agrees to indemnify, defend and hold Seller Indemnified Parties harmless from and against the entirety of any Losses Seller Indemnified parties suffer to the extent such Losses are with respect to:, result from or arise out of the Assumed German Liabilities or Buyer's ownership or operation of the German Truck-Mounted Assets after the Closing, except for those matters for which Buyer Indemnified Parties are entitled to indemnification under Section 9.2. (c Except as otherwise provided in the last sentence of this Section 9.3(c), Buyer shall not have any obligation to indemnify Seller Indemnified Parties from and against any Losses (i) any breach ofuntil Seller Combined Losses (as defined in Section 11.9) exceed $750,000, after which point Buyer will be obligated to indemnify Seller Indemnified Parties from and against only those additional Losses suffered by Seller Indemnified Parties; or any inaccuracy in, any representation or warranty of Buyer contained in this Agreement or any agreement, certificate or instrument delivered pursuant hereto or in connection herewith; (ii) any breach ofto the extent Buyers' Combined Indemnification Payments (as defined in Section 11.9) exceed an amount equal to $20,000,000 after which point Buyer will have no obligation to indemnify Seller Indemnified Parties from and against further Losses in excess of such amount. Notwithstanding the foregoing, or failure to perform or comply with, any covenant or obligation of Buyer contained in (A) this Agreement or any agreementshall not limit Seller's right to seek remedies at law to cause Buyer to pay, certificate or instrument delivered pursuant hereto or in connection herewith, including Buyer’s obligations under Section 5.9; and/or (iii) perform and discharge any of the Assumed Obligations. No Claim may be asserted nor may any action be commenced against Buyer pursuant to this Section 10.3 unless written notice of such Claim is received by Buyer describing in reasonable detail the facts and circumstances then known with respect to the subject matter of such Claim on or prior to the date on which the representation or warranty or covenant (as applicable) on which such Claim is based ceases to survive as set forth in Section 10.1, and any Claim with respect to which such notice shall have been timely made may be continued after the time at which the representation, warranty, covenant or obligation (as applicable) on which such Claim is based so ceases to survive and shall not be affected thereby. (b) In addition to the indemnification provisions set forth in Section 10.3(a), if the Closing occurs, Buyer agrees to indemnify Seller Indemnitees for any and all cash amounts that they, or any of them, are required to pay arising out of or related to the Other Retained Obligations, but only to the extent such payments, in the aggregate, exceed the difference of (x) $40,000,000 minus (y) the aggregate cash amount received by Buyer from Seller in respect of all Claims pursuant to Section 10.2(a)(i) of this Agreement (other than (A) Claims arising with respect to Section 3.1, Section 3.2, Section 3.7(a) or Section 3.7(d), or German Liabilities; (B) any Claims for any breach ofthe $750,000 limitation and the cap on recovery shall not apply to, or any inaccuracy ininclude, any representation claim for indemnification under Section 9.3(b) hereof, which shall be paid by Buyer without minimum recovery limitation or warranty by Seller cap; and (C) the $20,000,000 cap on recovery shall not apply to, or include, any Losses incurred as a result of which Seller had Knowledge at the Buyer's breach of any time prior to of the time at which such representation or warranty was made)representations and warranties contained in Section 5.2.

Indemnification Provisions for Benefit of Seller. (a) If In the Closing occursevent Buyer breaches (or in the event any third party alleges facts that, if ------------------------------- **The material deleted has been omitted pursuant to a request for confidential treatment pursuant to Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended, and has been filed separately with the Commission. true, would mean Buyer has breached) any of its representations, warranties and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8.01 above, provided that Seller makes a written claim for indemnification against Buyer within such survival period, then Buyer agrees to indemnify Seller from and against the entirety of any Adverse Consequences Seller may suffer through and after the Closing date of the claim for indemnification (including any Adverse Consequences Seller may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of or caused by the breach (or the alleged breach); provided, however, that Buyer shall not have any obligation to indemnify Seller Indemnitees from and against any Losses actually suffered or incurred by them, or any of themAdverse Consequences resulting from, arising out of, relating to, in the nature of or related to: caused by the breach (ior alleged breach) any breach of, or any inaccuracy in, of any representation or warranty of Buyer contained until Seller has, in this Agreement the aggregate, suffered Adverse Consequences by reason of all such breaches (or any agreement, certificate or instrument delivered pursuant hereto or alleged breaches) in connection herewith; excess of a $50,000 aggregate threshold (ii) any breach of, or failure at which point Buyer will be obligated to perform or comply with, any covenant or obligation of Buyer contained in this Agreement or any agreement, certificate or instrument delivered pursuant hereto or in connection herewith, including Buyer’s obligations under Section 5.9; and/or (iii) any of the Assumed Obligations. No Claim may be asserted nor may any action be commenced indemnify Seller from and against Buyer pursuant to this Section 10.3 unless written notice of such Claim is received by Buyer describing in reasonable detail the facts and circumstances then known with respect all Adverse Consequences relating back to the subject matter of such Claim on or prior to the date on which the representation or warranty or covenant (as applicable) on which such Claim is based ceases to survive as set forth in Section 10.1first dollar), and any Claim with respect to which such notice shall have been timely made may be continued after the time at which the representation, warranty, covenant or obligation (as applicable) on which such Claim is based so ceases to survive and provided further that Buyer's maximum liability hereunder shall not be affected therebyexceed the Maximum Liability. (b) In addition to the indemnification provisions set forth in Section 10.3(a), if the Closing occurs, Buyer agrees to indemnify Seller Indemnitees for from and against the entirety of any and all cash amounts that theyAdverse Consequences Seller may suffer resulting from, or any of them, are required to pay arising out of or related to the Other Retained Obligationsof, but only to the extent such paymentsrelating to, in the aggregate, exceed the difference nature of (x) $40,000,000 minus (y) the aggregate cash amount received or caused by Buyer from Seller in respect of all Claims pursuant to Section 10.2(a)(i) of this Agreement (other than (A) Claims arising with respect to Section 3.1, Section 3.2, Section 3.7(a) or Section 3.7(d), or (B) any Claims for any breach of, or any inaccuracy in, any representation or warranty by Seller of which Seller had Knowledge at any time prior to the time at which such representation or warranty was made)Assumed Liability.

Indemnification Provisions for Benefit of Seller. If this Agreement is not terminated prior to the Closing in accordance with Article IX, and Buyer breaches (a) If any of its representations or warranties contained herein or in the Closing occursclosing certificate delivered by Buyer pursuant to Section 7.2(c), and Seller gives notice of a claim for indemnification against Buyer within the applicable Survival Period, or (b) any covenants or agreements of Buyer contained herein or in any Buyer Document and Seller gives notice thereof to Buyer, then, subject to Section 8.6(d), Buyer agrees from will indemnify, defend and after the Closing to indemnify hold harmless Seller Indemnitees from and against any Losses actually suffered or incurred by them, or any of them, Adverse Consequences Seller may suffer arising out of or related to: (i) any breach of, or any inaccuracy in, any representation or warranty of Buyer contained in this Agreement or any agreement, certificate or instrument delivered pursuant hereto or in connection herewith; (ii) any breach of, or failure to perform or comply with, any covenant or obligation of Buyer contained in this Agreement or any agreement, certificate or instrument delivered pursuant hereto or in connection herewith, including Buyer’s obligations under Section 5.9; and/or (iii) resulting from any of the Assumed Obligationsforegoing regardless of whether the Adverse Consequences are suffered during or after the applicable Survival Period. No Claim may be asserted nor may any action be commenced against Buyer pursuant to In determining the amount of Adverse Consequences suffered by Seller for purposes of this Section 10.3 unless written notice 8.2 as a result of such Claim is received a breach by Buyer describing described in reasonable detail the facts Sections 8.2(a) and circumstances then known with respect to the subject matter 8.2(b) above of such Claim on or prior to the date on which the representation or warranty or covenant (as applicable) on which such Claim is based ceases to survive as set forth in Section 10.1, and any Claim with respect to which such notice shall have been timely made may be continued after the time at which the representation, warranty, covenant or obligation (as applicable) on which such Claim is based so ceases to survive and shall not be affected thereby. (b) In addition agreement of Buyer qualified by the words "material," "materiality," "in all material respects," "knowledge," "to the indemnification provisions set forth in Section 10.3(a)knowledge of," or words of similar import, if the Closing occursor by any phrase using any such terms or words, Buyer agrees such Adverse Consequences will be deemed to indemnify Seller Indemnitees for any and all cash include only amounts that they, are material or any of them, are required to pay arising out of matters of which Buyer had knowledge, as the case may be. Subject to Section 8.6(d), Buyer also will indemnify, defend and hold harmless Seller from all Adverse Consequences Seller may suffer, whether suffered during or related after the Survival Period, (c) as a result of Buyer's failure to comply with any applicable requirement under the WARN Act as required under Section 2.4(b)(i) or (d) attributable to or arising out of the Assumed Liabilities, or from the operation of the Business after the Closing. If any dispute arises concerning whether any indemnification is owing which cannot be resolved by negotiation among the Parties within 30 days of notice of claim for indemnification from the Party claiming indemnification to the Other Retained Obligationsparty against whom such claim is asserted, but only to the extent such payments, in the aggregate, exceed the difference of (x) $40,000,000 minus (y) the aggregate cash amount received dispute will be resolved by Buyer from Seller in respect of all Claims arbitration pursuant to Section 10.2(a)(i) of this Agreement (other than (A) Claims arising with respect to Section 3.1, Section 3.2, Section 3.7(a) or Section 3.7(d), or (B) any Claims for any breach of, or any inaccuracy in, any representation or warranty by Seller of which Seller had Knowledge at any time prior to the time at which such representation or warranty was made)Agreement.

Indemnification Provisions for Benefit of Seller. (a) If the Closing occurs, Buyer agrees from and after the Closing to indemnify Seller Indemnitees from and against any Losses actually suffered or incurred by them, or any of them, arising out of or related to: (i) any breach of, or any inaccuracy in, any representation or warranty of Buyer contained in this Agreement or any agreement, certificate or instrument delivered pursuant hereto or in connection herewith; (ii) any breach of, or failure to perform or comply with, any covenant or obligation of Buyer contained in this Agreement or any agreement, certificate or instrument delivered pursuant hereto or in connection herewith, including Buyer’s obligations under Section 5.9; and/or (iii) any of the Assumed Obligations. No Claim may be asserted nor may any action be commenced against Buyer pursuant to this Section 10.3 unless written notice of such Claim is received by Buyer describing in reasonable detail the facts and circumstances then known with respect Subject to the subject matter terms and conditions of such Claim on or this Article 10, and provided that Seller makes a written claim for indemnification against Purchaser prior to the date on which the representation or warranty or covenant (as applicable) on which such Claim is based ceases to survive as expiration of any applicable survival period set forth in Section 10.1, Purchaser agrees to indemnify, defend and hold harmless Seller and its Affiliates from and against any Claim and all Damages incurred or suffered by Seller or any of its Affiliates and (a) caused by any breach by Purchaser of any of its representations, warranties, covenants or agreements set forth herein or (b) arising out of or related to any facts or events occurring following the Closing Date in connection with the ITC Plans (other than any Damages arising out of or related to any severance plan, program or arrangement of Seller or any of its Affiliates with respect to which the employment of any Transferred Employees while employed by Seller or any of its Affiliates or other severance-related claims arising principally on account of actions or inactions of Seller or any of its Affiliates) (the “Indemnified ITC Plan Claims”). Notwithstanding anything else set forth herein to the contrary, (i) for purposes of this Article 10 only, all Purchaser Material Adverse Effect and materiality qualifications contained in Purchaser’s representations and warranties shall be disregarded in determining breaches or defaults of such notice shall have been timely made may representations and warranties, (ii) as between the Parties, Seller and its Affiliates will not be continued after the time at which the entitled to any punitive damages resulting from or arising out of any breach of any representation, warranty, covenant or obligation agreement of Purchaser contained in this Agreement (as applicableexcept to the extent paid to a third party), (iii) on which such Claim is based so ceases to survive and Purchaser shall not be affected thereby. (b) In addition to the indemnification provisions set forth in Section 10.3(a), if the Closing occurs, Buyer agrees have any obligation to indemnify Seller Indemnitees for and its Affiliates from and against any Damages caused by the breach of any representation or warranty of Purchaser contained in Article 4 of this Agreement (A) with respect to any item or series of related items unless, in the reasonable estimate of Seller, the amount of Damages in respect of such item or items, in the aggregate, is in excess of $100,000 (a “Purchaser Qualifying Claim”), (B) unless and until Seller and its Affiliates have suffered Damages arising from (1) Purchaser Qualifying Claims by reason of all cash amounts that theysuch breaches and (2) Indemnified ITC Plan Claims, or any in the aggregate, in excess of them, are required the Deductible (after which point Purchaser will be obligated to pay arising out of or related to the Other Retained Obligations, but indemnify Seller and its Affiliates only to the extent of such paymentsDamages in excess of the Deductible), (iv) Purchaser shall not have any obligation to indemnify Seller and its Affiliates under clause (b) of this Section from and against any Damages unless and until Seller and its Affiliates have suffered Damages arising from (1) Purchaser Qualifying Claims and (2) Indemnified ITC Plan Claims, in the aggregate, in excess of the Deductible (after which point Purchaser will be obligated to indemnify Seller and its Affiliates only to the extent of such Damages in excess of the Deductible) and (v) in no event shall the aggregate liability of Purchaser under this Article 10 for all Damages (1) incurred or suffered by Seller and its Affiliates arising from all breaches of the representations and warranties of Purchaser contained in Article 4 of this Agreement or (2) in respect of Indemnified ITC Plan Claims, in the aggregate, exceed 15% of the difference of Purchase Price; provided, however, that the foregoing limitation in clause (xv) $40,000,000 minus (y) the aggregate cash amount received by Buyer from Seller shall not apply to Purchaser’s obligations in respect of all Claims pursuant to Section 10.2(a)(i) any breaches of this Agreement (other than (A) Claims arising with respect to Section 3.1the representations and warranties of Purchaser contained in Sections 4.1, Section 3.24.2, Section 3.7(a) or Section 3.7(d)4.3, or (B) any Claims for any breach of, or any inaccuracy in, any representation or warranty by Seller of which Seller had Knowledge at any time prior to the time at which such representation or warranty was made)4.5 and 4.6.

Indemnification Provisions for Benefit of Seller. (a) If the Closing occursshall occur and Buyer breaches any of its representations, warranties or covenants contained in this Agreement, and provided that Seller, within any applicable survival period set forth in Section 9.1, makes a written claim for indemnification against Buyer setting forth in reasonable detail the circumstances regarding the claim and, if ascertainable, an estimate of the amount thereof, then, subject to Section 9.3(c), Buyer agrees from and after the Closing Xxxx agree to indemnify jointly and severally indemnify, defend and hold Seller Indemnitees and its Affiliates harmless from and against any Losses actually suffered Seller or incurred by themany of its Affiliates, or any of themtheir respective directors, arising officers, employees, agents or representatives (collectively, "Seller Indemnified Parties"), suffer to the extent such Losses result from, arise out of or related to: (i) any breach of, or any inaccuracy in, any representation or warranty of Buyer contained in this Agreement or any agreement, certificate or instrument delivered pursuant hereto or in connection herewith; (ii) any breach of, or failure to perform or comply with, any covenant or obligation of Buyer contained in this Agreement or any agreement, certificate or instrument delivered pursuant hereto or in connection herewith, including Buyer’s obligations under Section 5.9; and/or (iii) any of the Assumed Obligations. No Claim may be asserted nor may any action be commenced against Buyer pursuant to this Section 10.3 unless written notice of are caused by such Claim is received by Buyer describing in reasonable detail the facts and circumstances then known with respect to the subject matter of such Claim on or prior to the date on which the representation or warranty or covenant (as applicable) on which such Claim is based ceases to survive as set forth in Section 10.1, and any Claim with respect to which such notice shall have been timely made may be continued after the time at which the representation, warranty, covenant or obligation (as applicable) on which such Claim is based so ceases to survive and shall not be affected therebybreach. (b) In addition Without restriction as to the indemnification provisions set forth in Section 10.3(a), if the Closing occurstime, Buyer agrees and Xxxx agree to indemnify jointly and severally indemnify, defend and hold Seller Indemnitees for Indemnified Parties harmless from and against the entirety of any and all cash amounts that they, or any of them, are required to pay arising out of or related to the Other Retained Obligations, but only Losses Seller Indemnified parties suffer to the extent such paymentsLosses (i) are with respect to, result from or arise out of Buyer's ownership or operation of the respective businesses of Terex B.V. and the Subsidiaries after the Closing Time, except for those matters for which Buyer Indemnified Parties are entitled to indemnification under Section 9.2; or (ii) are based on a breach by Buyer of any of its covenants and agreements contained in Sections 10.1(b), 10.1(c), 10.1(d), 10.2(b) and 10.5. (c) Except as otherwise provided in the aggregate, exceed the difference of (x) $40,000,000 minus (y) the aggregate cash amount received by Buyer from Seller in respect of all Claims pursuant to Section 10.2(a)(i) last sentence of this Agreement Section 9.3(c), Buyer shall not have any obligation to indemnify Seller Indemnified Parties from and against any Losses (other than i) until Seller Combined Losses (as defined in Section 11.9) exceed $750,000, after which point Buyer, Terex B.V. and the Subsidiaries will be obligated to indemnify Seller Indemnified Parties from and against only those additional Losses suffered by Seller Indemnified Parties; or (ii) to the extent Buyers' Combined Indemnification Payments (as defined in Section 11.9) exceed an amount equal to $20,000,000 after which point Buyer will have no obligation to indemnify Seller Indemnified Parties from and against further Losses in excess of such amount. Notwithstanding the foregoing, (A) Claims arising with respect this Agreement shall not limit Seller's right to Section 3.1seek remedies at law to cause Buyer to pay, Section 3.2, Section 3.7(a) or Section 3.7(d), or perform and discharge any of any liabilities of Terex B.V.; (B) any Claims for any breach ofthe $750,000 limitation and the cap on recovery shall not apply to, or any inaccuracy ininclude, any representation claim for indemnification under Section 9.3(b) hereof, which shall be paid by Buyer without minimum recovery limitation or warranty by Seller cap; and (C) the $20,000,000 cap on recovery shall not apply to, or include, any Losses incurred as a result of which Seller had Knowledge at the Buyer's breach of any time prior to of the time at which such representation or warranty was made)representations and warranties contained in Section 5.2.

Indemnification Provisions for Benefit of Seller. i. Subject to Sections 6(c)(ii) - (aiv) If the Closing occurs, Buyer agrees from and after the Closing to indemnify provided that Seller Indemnitees from and against any Losses actually suffered or incurred by them, or any of them, arising out of or related to: (i) any breach of, or any inaccuracy in, any representation or warranty of Buyer contained in this Agreement or any agreement, certificate or instrument delivered pursuant hereto or in connection herewith; (ii) any breach of, or failure to perform or comply with, any covenant or obligation of Buyer contained in this Agreement or any agreement, certificate or instrument delivered pursuant hereto or in connection herewith, including Buyer’s obligations under Section 5.9; and/or (iii) any of the Assumed Obligations. No Claim may be asserted nor may any action be commenced makes a written claim for indemnification against Buyer pursuant to this Section 10.3 unless written notice of such Claim is received by Buyer describing in reasonable detail 7(g) below within the facts and circumstances then known with respect to the subject matter of such Claim on or prior to the date on which the representation or warranty or covenant (as applicable) on which such Claim is based ceases to survive survival period as set forth in Section 10.16(a) above, and any Claim with respect to which such notice shall have been timely made may be continued after the time at which the representation, warranty, covenant or obligation (as applicable) on which such Claim is based so ceases to survive and shall not be affected thereby. (b) In addition to the indemnification provisions set forth in Section 10.3(a), if the Closing occurs, then Buyer agrees to indemnify Seller Indemnitees from and against the entirety of any Adverse Consequences Seller may suffer through and after the date of the claim for indemnification (including any and all cash amounts that theyAdverse Consequences Seller may suffer after the end of any applicable survival period) resulting from, or any of them, are required to pay arising out of or related to the Other Retained Obligationsof, but only to the extent such paymentsrelating to, in the aggregatenature of, exceed the difference of (x) $40,000,000 minus (y) the aggregate cash amount received by Buyer from Seller in respect of all Claims pursuant to Section 10.2(a)(i) of this Agreement (other than or caused by: (A) Claims arising with respect to Section 3.1any breach by Buyer (or any allegation by a third party of facts that, Section 3.2if true, Section 3.7(awould constitute a breach) or Section 3.7(d)of any of Buyer's representations, or warranties and covenants contained in this Agreement; (B) any Claims for Assumed Liability; and (C) any Liability of Seller arising out of the Loxitane-Registered Trademark- Asset Purchase Agreement, the Loxitane-Registered Trademark- Supply Agreement, the Loxitane-Registered Trademark- Patent License Agreement or the Ergostat-Registered Trademark- Asset Purchase Agreement, except such Liability arising out of breach ofof Seller's representations and warranties pursuant to such agreements or as provided in Section 2(g) hereof. ii. Subject to Section 6(c)(iv), Buyer shall not be required to make any indemnification payment pursuant to Section 6(c)(i)(A) until such time as the total amount of all Adverse Consequences that have been directly or any inaccuracy in, any representation indirectly suffered or warranty incurred by Seller of which Seller had Knowledge at any time prior with respect to the matters described in Section 6(c)(i)(A) exceed $200,000 in the aggregate. At such time at which as the total amount of such representation or warranty was made).Adverse Consequences exceeds $200,000 in the aggregate,

Indemnification Provisions for Benefit of Seller. (a) If the Closing occurs, Buyer agrees from shall indemnify and after the Closing to indemnify hold Seller Indemnitees harmless from and against any Losses actually suffered or incurred by them, or any of them, all Adverse Consequences whatsoever arising out of or related toresulting from: (i) any Any breach of, of a warranty or any inaccuracy in, any representation or warranty of by Buyer contained in this Agreement or any agreement, certificate or instrument delivered pursuant hereto herein (other than the Fundamental Buyer Representations) or in connection herewithany other Transaction Document to the extent that and only to the extent that (A) there is an applicable survival period pursuant to Section 6.1 with respect to such warranty or representation; and (B) Seller makes a written claim for indemnification against Buyer pursuant to Section 8.6 within such survival period; (ii) any Any breach of, of a Fundamental Buyer Representation by Buyer or failure to perform or comply with, the nonperformance by Buyer of any covenant or obligation to be performed by Buyer hereunder, other than with respect to Adverse Consequences arising as a result of Buyer a breach by Seller of any warranty, representation, covenant or obligation contained in this Agreement or any agreement, certificate or instrument delivered pursuant hereto herein or in connection herewith, including Buyer’s obligations under Section 5.9; and/orany other Transaction Documents; (iii) any Any liability arising out of the Assumed Obligations. No Claim may be asserted nor may any action be commenced against Buyer pursuant to this Section 10.3 unless written notice ownership, conduct or operation of such Claim is received by Buyer describing in reasonable detail the facts Applicable Assets from and circumstances then known after the Applicable Closing Date other than with respect to Adverse Consequences arising as a result of a breach by Seller of any warranty, representation, covenant or obligation contained herein or in any other Transaction Documents; and (iv) Any liability arising out of the subject matter failure to pay the applicable portion of such Claim on or prior to the date on which Purchase Price at an Applicable Closing in the representation or warranty or covenant (as applicable) on which such Claim is based ceases to survive as event that the conditions set forth in Section 10.12.8 are satisfied; provided, however, that if Buyer is unable to pay the applicable portion of the Purchase Price at an Applicable Closing due to a Financing Cessation, then, upon written notice by Buyer to Seller of such Financing Cessation, the Applicable Closing will be delayed up to 270 days, and any Claim with respect to which during such notice shall have been timely made may be continued after the time at which the representation, warranty, covenant or obligation (as applicable) on which such Claim is based so ceases to survive and shall 270-day period Buyer will not be affected thereby. (b) In addition to the indemnification provisions set forth in Section 10.3(a)breach of or default under, if the Closing occursand will have no liability under, Buyer agrees to indemnify Seller Indemnitees for any and all cash amounts that they, or any this Agreement as a result of them, are required such failure to pay arising out such portion of or related the Purchase Price, provided that Buyer is engaging in diligent efforts to end such Financing Cessation and pay the Other Retained Obligations, but only to applicable portion of the extent Purchase Price as soon as commercially reasonable during such payments, in the aggregate, exceed the difference of (x) $40,000,000 minus (y) the aggregate cash amount received by Buyer from Seller in respect of all Claims pursuant to Section 10.2(a)(i) of this Agreement (other than (A) Claims arising with respect to Section 3.1, Section 3.2, Section 3.7(a) or Section 3.7(d), or (B) any Claims for any breach of, or any inaccuracy in, any representation or warranty by Seller of which Seller had Knowledge at any time prior to the time at which such representation or warranty was made)270-day period.

Indemnification Provisions for Benefit of Seller. (a) If Provided that Seller makes a written claim for indemnification against Buyer within the Closing occursapplicable survival period, Buyer agrees from to indemnify, hold harmless and after the Closing to indemnify defend Seller, Seller’s Affiliates, directors, officers, members, attorneys, accountants, agents and employees, and their respective heirs, successors and assigns (each a “Seller Indemnitees Indemnified Party”) from and against any Losses actually suffered all Damages Seller suffers arising from or incurred by them, or any of them, arising out of or related to: in connection with: (i) any breach ofby Buyer of its representations, warranties, or covenants set forth herein or in any inaccuracy in, any representation Ancillary Agreement or warranty of certificate delivered by Buyer contained in pursuant to this Agreement or any agreement, certificate or instrument delivered pursuant hereto or in connection herewith; of the Ancillary Agreements; (ii) any breach of, liability arising out of the ownership or failure operation of the Purchased Assets subsequent to perform or comply with, any covenant or obligation of Buyer contained in this Agreement or any agreement, certificate or instrument delivered pursuant hereto or in connection herewith, including Buyer’s obligations under Section 5.9the Closing Date other than the Retained Liabilities; and/or (iii) any of liability under the Assumed ObligationsWARN Act or any similar state or local Legal Requirement that may result from an “Employment Loss”, as defined by 29 U.S.C. sect. No Claim may be asserted nor may 2101(a)(6), caused by any action be commenced against of Buyer pursuant to this Section 10.3 unless written notice of such Claim is received by Buyer describing in reasonable detail the facts and circumstances then known with respect subsequent to the subject matter of such Claim on Closing; (iv) any products liability claims in connection with any product or component thereof manufactured by or shipped, or any services provided by, Seller, in whole or in part, prior to the date on which Closing Date or by Buyer, in whole or in part, after the representation or warranty or covenant Closing Date in each case where the injury occurred after the Closing Date, and (as applicablev) on which such Claim is based ceases any Assumed Liabilities. Buyer shall use its commercially reasonable efforts to survive as set forth in Section 10.1obtain for Seller any actual recovery of insurance proceeds under Buyer’s insurance policies, and any Claim with respect payments from any other responsible Persons who are not insurers, parties to which such notice shall have been timely made may be continued after the time at which the representation, warranty, covenant this Agreement or obligation (as applicable) on which such Claim is based so ceases to survive and shall not be affected thereby. (b) In addition to the indemnification provisions set forth in Section 10.3(a), if the Closing occurs, Buyer agrees to indemnify Seller Indemnitees for any and all cash amounts that they, or Affiliates of any of them, are required to pay arising out of or related to the Other Retained Obligations, but only to the extent such payments, in the aggregate, exceed the difference of (x) $40,000,000 minus (y) the aggregate cash amount received by Buyer from Seller in respect of all Claims pursuant to Section 10.2(a)(i) of this Agreement (other than (A) Claims arising with respect to Section 3.1, Section 3.2, Section 3.7(a) or Section 3.7(d), or (B) any Claims matters for any breach of, or any inaccuracy in, any representation or warranty by Seller of which Seller had Knowledge at any time prior to the time at which such representation or warranty was made)is indemnified.

Indemnification Provisions for Benefit of Seller. (a) If the Closing occursshall occur and Buyer breaches any of its representations, warranties or covenants contained in this Agreement, and provided that Seller, within any applicable survival period set forth in Section 9.1, makes a written claim for indemnification against Buyer setting forth in reasonable detail the circumstances regarding the claim and, if ascertainable, an estimate of the amount thereof, then, subject to Section 9.3(c), Buyer agrees from and after the Closing Xxxxxxx agree to indemnify jointly and severally indemnify, defend and hold Seller Indemnitees and its Affiliates harmless from and against any Losses actually suffered Seller or incurred by themany of its Affiliates, or any of themtheir respective directors, arising officers, employees, agents or representatives (collectively, "Seller Indemnified Parties"), suffer to the extent such Losses result from, arise out of or related to: (i) any breach of, or any inaccuracy in, any representation or warranty of Buyer contained in this Agreement or any agreement, certificate or instrument delivered pursuant hereto or in connection herewith; (ii) any breach of, or failure to perform or comply with, any covenant or obligation of Buyer contained in this Agreement or any agreement, certificate or instrument delivered pursuant hereto or in connection herewith, including Buyer’s obligations under Section 5.9; and/or (iii) any of the Assumed Obligations. No Claim may be asserted nor may any action be commenced against Buyer pursuant to this Section 10.3 unless written notice of are caused by such Claim is received by Buyer describing in reasonable detail the facts and circumstances then known with respect to the subject matter of such Claim on or prior to the date on which the representation or warranty or covenant (as applicable) on which such Claim is based ceases to survive as set forth in Section 10.1, and any Claim with respect to which such notice shall have been timely made may be continued after the time at which the representation, warranty, covenant or obligation (as applicable) on which such Claim is based so ceases to survive and shall not be affected therebybreach. (b) In addition Without restriction as to the indemnification provisions set forth in Section 10.3(a), if the Closing occurstime, Buyer agrees and Xxxxxxx agree to indemnify jointly and severally indemnify, defend and hold Seller Indemnitees for Indemnified Parties harmless from and against the entirety of any and all cash amounts that they, or any of them, are required to pay arising out of or related to the Other Retained Obligations, but only Losses Seller Indemnified parties suffer to the extent such paymentsLosses (i) are with respect to, result from or arise out of Buyer's ownership or operation of the respective businesses of Xxxxxxx and the Subsidiaries after the Closing Time, except for those matters for which Buyer Indemnified Parties are entitled to indemnification under Section 9.2; or (ii) are based on a breach by Buyer of any of its covenants and agreements contained in Sections 10.1(b), 10.1(c), 10.1(d), 10.2(b) and 10.5. (c) Except as otherwise provided in the aggregate, exceed the difference of (x) $40,000,000 minus (y) the aggregate cash amount received by Buyer from Seller in respect of all Claims pursuant to Section 10.2(a)(i) last sentence of this Agreement Section 9.3(c), Buyer shall not have any obligation to indemnify Seller Indemnified Parties from and against any Losses (other than i) until Seller Combined Losses (as defined in Section 11.9) exceed $750,000, after which point Buyer, Xxxxxxx and the Subsidiaries will be obligated to indemnify Seller Indemnified Parties from and against only those additional Losses suffered by Seller Indemnified Parties; or (ii) to the extent Buyers' Combined Indemnification Payments (as defined in Section 11.9) exceed an amount equal to $20,000,000 after which point Buyer will have no obligation to indemnify Seller Indemnified Parties from and against further Losses in excess of such amount. Notwithstanding the foregoing, (A) Claims arising with respect this Agreement shall not limit Seller's right to Section 3.1seek remedies at law to cause Buyer to pay, Section 3.2, Section 3.7(a) or Section 3.7(d), or perform and discharge any of any liabilities of Xxxxxxx; (B) any Claims for any breach ofthe $750,000 limitation and the cap on recovery shall not apply to, or any inaccuracy ininclude, any representation claim for indemnification under Section 9.3(b) hereof, which shall be paid by Buyer without minimum recovery limitation or warranty by Seller cap; and (C) the $20,000,000 cap on recovery shall not apply to, or include, any Losses incurred as a result of which Seller had Knowledge at the Buyer's breach of any time prior to of the time at which such representation or warranty was made)representations and warranties contained in Section 5.2.

Indemnification Provisions for Benefit of Seller. (a) If In the Closing occursevent that Buyer breaches any of its representations, warranties, and covenants contained herein or in any instrument delivered by Buyer agrees from and after pursuant hereto at or prior to Closing, and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.05 below within the Closing to applicable survival period set forth in Section 11.01, then Buyer shall indemnify Seller Indemnitees and its officers, directors, stockholders and Affiliates (the "Seller Indemnified Parties") from and against any Losses actually suffered or incurred by them, or Adverse Consequences Seller Indemnified Parties may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Seller Indemnified Parties may suffer after the end of themany applicable survival period) resulting from, arising out of or related of, relating to: (i) any breach , in the nature of, or any inaccuracy in, any representation or warranty caused by the breach up to an aggregate maximum amount of Buyer contained in this Agreement or any agreement, certificate or instrument delivered pursuant hereto or in connection herewith; (ii) any breach of, or failure to perform or comply with, any covenant or obligation of Buyer contained in this Agreement or any agreement, certificate or instrument delivered pursuant hereto or in connection herewith, including Buyer’s obligations under Section 5.9; and/or (iii) any of the Assumed Obligations. No Claim may be asserted nor may any action be commenced against Buyer pursuant to this Section 10.3 unless written notice of such Claim is received by Buyer describing in reasonable detail the facts and circumstances then known $10,000,000 with respect to all claims against Buyer (excluding de Minimis Claims, claims under Article VI and Assumed Liabilities); provided, however, that Buyer shall have no obligation to indemnify Seller Indemnified Parties from and against any Adverse Consequences until Seller Indemnified Parties have suffered Adverse Consequences by reason of all such breaches in excess of an aggregate deductible amount of a $100,000 (excluding de Minimis Claims and Assumed Liabilities), aggregate deductible (the subject matter "Buyer Deductible Amount"), at which point Buyer will be obligated to indemnify Seller Indemnified Parties from and against all such Adverse Consequences in excess of such Claim on or prior to the date on which the representation or warranty or covenant (as applicable) on which such Claim is based ceases to survive as set forth in Section 10.1Buyer Deductible Amount; and provided, and any Claim with respect to which such notice shall have been timely made may be continued after the time at which the representation, warranty, covenant or obligation (as applicable) on which such Claim is based so ceases to survive and further that Buyer shall not be affected therebyliable under this Section 11.03 for a claim if the amount of Adverse Consequences thereunder is less than 60 71 $5,000 (for purposes hereof, any series of claims arising from the same or substantially similar facts or circumstances shall be treated as one claim) ("de Minimis Claims"). Without prejudice to the provisions of Sections 10.02 and 13.15, indemnification pursuant to the terms of this Section 11.03 shall be the sole and exclusive remedy against Buyer for breaches of the nature set forth herein. (b) In addition Except as otherwise required by law, all indemnification payments under this Section 11.03 shall be treated for Tax purposes as adjustments to the indemnification provisions set forth in Section 10.3(a), if Purchase Price. In determining the Closing occurs, Buyer agrees to indemnify Seller Indemnitees for any and all cash amounts that they, or any of them, are required to pay arising out of or related to the Other Retained Obligations, but only to the extent such payments, in the aggregate, exceed the difference of amount payable hereunder there shall be taken into account (x) $40,000,000 minus (yi) the aggregate cash dollar amount received of any insurance or other net proceeds actually receivable by Buyer from (or payable for the benefit of) the Seller in respect of all Claims pursuant to Section 10.2(a)(i) of this Agreement (other than (A) Claims arising Indemnified Party with respect to Section 3.1, Section 3.2, Section 3.7(a) or Section 3.7(d), or the events giving rise to a claim hereunder and (Bii) any Claims for any breach income Tax benefit to the Seller Indemnified Party actually realized as a direct result of, or any inaccuracy inand that would not have arisen but for, any representation or warranty by Seller of which Seller had Knowledge at any time prior the events giving rise to the time at which such representation or warranty was made)claim under this Section 11.

Indemnification Provisions for Benefit of Seller. (a) If the Closing occurs, Buyer hereby agrees from to indemnify, defend and after hold harmless the Closing to indemnify Seller Indemnitees from and against any and all Claims and Losses actually suffered or incurred by them, or any of them, them to the extent arising out of of, resulting from or related relating to: (i) any the breach of, or any inaccuracy in, of any representation or warranty of Buyer contained in this Agreement or any agreement, certificate or instrument delivered pursuant hereto or in connection herewith(“Buyer Representation and Warranty Losses”); (ii) any the breach of, or failure to perform or comply with, of any covenant or obligation agreement of Buyer contained in this Agreement or any agreement, certificate or instrument delivered pursuant hereto or in connection herewith, including Buyer’s obligations under Section 5.9Agreement; and/orand (iii) Buyer’s negotiations with or disclosures to the Lion Minority Shareholders for the purchase of their equity interests in Lion (excluding any Claim or Loss of the Assumed Obligations. type and to the extent described in Section 11.2(a)(iii)). (b) No Claim may be asserted nor may any action be or commenced against Buyer pursuant to this Section 10.3 11.3(a)(i) unless written notice of such Claim is received by Buyer describing in reasonable detail the facts and circumstances then known with respect to the subject matter of such Claim on or prior to the date on which the representation or warranty or covenant (as applicable) on which such Claim is based ceases to survive as set forth in Section 10.111.1(b); provided, and any however, that no such Claim with respect to which such notice shall have been timely made may be continued after the time at which the representation, warranty, covenant or obligation (as applicable) on which such Claim is based so ceases to survive and shall not be affected thereby. (b) In addition to the indemnification provisions set forth in Section 10.3(a), if the Closing occurs, asserted nor commenced by any Seller Indemnitee against Buyer agrees to indemnify Seller Indemnitees for any and all cash amounts that they, or any of them, are required to pay arising out of or related to the Other Retained Obligations, but only to the extent such paymentsarising out of, in the aggregate, exceed the difference of (x) $40,000,000 minus (y) the aggregate cash amount received by Buyer resulting from Seller in respect of all Claims pursuant or relating to Section 10.2(a)(i) of this Agreement (other than (A) Claims arising with respect to Section 3.1, Section 3.2, Section 3.7(a) or Section 3.7(d), or (B) any Claims for any breach of, or any inaccuracy in, of any representation or warranty by Seller of which Seller had Knowledge at any time on or prior to the time at Closing Date and for which Seller failed to deliver written notice thereof to Buyer prior to the Closing. (c) No Claim may be made against Buyer for indemnification pursuant to Section 11.3(a)(i) unless the aggregate amount of all Buyer Representation and Warranty Losses shall exceed the Buyer Indemnification Deductible, after which point Buyer will be obligated only to indemnify, defend and hold harmless the Seller Indemnitees from and against such representation Losses to the extent they exceed the Buyer Indemnification Deductible but are less than or warranty was madeequal to the Buyer Indemnification Ceiling. Notwithstanding the foregoing provisions of this Section 11.3(c), the limitations on Buyer’s indemnification obligations set forth in the preceding sentence of this Section 11.3(c) shall not apply to Losses resulting from (i) any breach by Buyer of the Buyer Fundamental Representations and Warranties or (ii) fraud by Buyer in the negotiation or execution of this Agreement.

Indemnification Provisions for Benefit of Seller. (a) If the Closing occursshall occur and Buyer breaches any of its representations, warranties or covenants contained in this Agreement, and provided that Seller, within any applicable survival period set forth in Section 9.1, makes a written claim for indemnification against Buyer setting forth in reasonable detail the circumstances regarding the claim and, if ascertainable, an estimate of the amount thereof, then, subject to Section 9.3(c), Buyer agrees from to indemnify, defend and after the Closing to indemnify hold Seller Indemnitees and its Affiliates harmless from and against any Losses actually suffered Seller or incurred by themany of its Affiliates, or any of themtheir respective directors, arising officers, employees, agents or representatives (collectively, "Seller Indemnified Parties"), suffer to the extent such Losses result from, arise out of or related to: (i) any breach of, or any inaccuracy in, any representation or warranty of Buyer contained in this Agreement or any agreement, certificate or instrument delivered pursuant hereto or in connection herewith; (ii) any breach of, or failure to perform or comply with, any covenant or obligation of Buyer contained in this Agreement or any agreement, certificate or instrument delivered pursuant hereto or in connection herewith, including Buyer’s obligations under Section 5.9; and/or (iii) any of the Assumed Obligations. No Claim may be asserted nor may any action be commenced against Buyer pursuant to this Section 10.3 unless written notice of are caused by such Claim is received by Buyer describing in reasonable detail the facts and circumstances then known with respect to the subject matter of such Claim on or prior to the date on which the representation or warranty or covenant (as applicable) on which such Claim is based ceases to survive as set forth in Section 10.1, and any Claim with respect to which such notice shall have been timely made may be continued after the time at which the representation, warranty, covenant or obligation (as applicable) on which such Claim is based so ceases to survive and shall not be affected therebybreach. (b) In addition Without restriction as to the indemnification provisions set forth in Section 10.3(a), if the Closing occurstime, Buyer further agrees to indemnify indemnify, defend and hold Seller Indemnitees for Indemnified Parties harmless from and against the entirety of any and all cash amounts that they, or any of them, are required to pay arising out of or related to the Other Retained Obligations, but only Losses Seller Indemnified parties suffer to the extent such paymentsLosses are with respect to, result from or arise out of the Assumed Princeton Liabilities or Buyer's ownership or operation of the Princeton Assets after the Closing, except for those matters for which Buyer Indemnified Parties are entitled to indemnification under Section 9.2. (c) Except as otherwise provided in the aggregate, exceed the difference of (x) $40,000,000 minus (y) the aggregate cash amount received by Buyer from Seller in respect of all Claims pursuant to Section 10.2(a)(i) last sentence of this Agreement Section 9.3(c), Buyer shall not have any obligation to indemnify Seller Indemnified Parties from and against any Losses (other than i) until Seller Combined Losses (as defined in Section 11.9) exceed $750,000, after which point Buyer will be obligated to indemnify Seller Indemnified Parties from and against only those additional Losses suffered by Seller Indemnified Parties; or (ii) to the extent Buyers' Combined Indemnification Payments (as defined in Section 11.9) exceed an amount equal to $20,000,000 after which point Buyer will have no obligation to indemnify Seller Indemnified Parties from and against further Losses in excess of such amount. Notwithstanding the foregoing, (A) Claims arising with respect this Agreement shall not limit Seller's right to Section 3.1seek remedies at law to cause Buyer to pay, Section 3.2, Section 3.7(a) or Section 3.7(d), or perform and discharge any of the Assumed Princeton Liabilities; (B) any Claims for any breach ofthe $750,000 limitation and the cap on recovery shall not apply to, or any inaccuracy ininclude, any representation claim for indemnification under Section 9.3(b) hereof, which shall be paid by Buyer without minimum recovery limitation or warranty by Seller cap; and (C) the $20,000,000 cap on recovery shall not apply to, or include, any Losses incurred as a result of which Seller had Knowledge at the Buyer's breach of any time prior to of the time at which such representation or warranty was made)representations and warranties contained in Section 5.2.

Indemnification Provisions for Benefit of Seller. In the event that Purchaser breaches this Agreement in any material respect or in the event that any of Purchaser's representations and warranties stated in Paragraph 5 of this Agreement are false in any material respect, then Seller shall have the right to require Purchaser to correct the defect, or in the alternative, at Purchaser's option, to reimburse Seller for the loss it has suffered as a result of such breach or failure of representation or warranty. In order to have a right to its claim under such circumstances, Seller must provide written notice of its claim to Purchaser, which notice shall state in detail the specific breach or failure which is claimed and the specific facts supporting such claim. Purchaser shall have thirty (a30) If the Closing occurs, Buyer agrees days from and after receipt of such written notice to investigate the Closing claim and to indemnify correct the breach, if possible. Purchaser shall notify Seller Indemnitees within the thirty (30) day period whether it accepts or denies the claim and what action will be taken to correct the breach. If Purchaser fails to respond within the thirty (30) day period, the claim will be deemed denied. a. Since the consideration "paid" by the Purchaser for the Acquired Assets is the Stock, the Seller shall be entitled to pursue its legal rights to receive stock of the Purchaser in the form as represented under this Agreement. To the extent that Purchaser is unable to deliver the proper stock required, Seller shall be entitle to damages in the amount of the lost value of the Stock which Purchaser was to have given as the consideration under this Agreement. In the event that the breach is the failure of the Purchaser to perform the obligations which it assumed under this Agreement and the related documents, Seller shall be entitled to receive from Purchaser any and against all money which Seller is required to pay as a result of Purchaser's failure to perform the assumed obligations. b. Notwithstanding any Losses actually suffered or incurred by themother provisions of this Agreement, or Seller may not recover on any of them, arising out of or related to: (i) claim for any breach of, of this Agreement or for any inaccuracy in, failure of any representation or warranty if such claim is not presented to Purchaser within eighteen (18) months of Buyer contained the Closing. Any claim not made within the time provided in this Agreement or any agreementParagraph 13, certificate or instrument delivered pursuant hereto or in connection herewith; (ii) any regardless of Seller's discovery of the breach of, or failure to perform or comply withof representation within that time, any covenant or obligation of Buyer contained in this Agreement or any agreement, certificate or instrument delivered pursuant hereto or in connection herewith, including Buyer’s obligations under Section 5.9; and/or (iii) any of the Assumed Obligations. No Claim may be asserted nor may any action be commenced against Buyer pursuant to this Section 10.3 unless written notice of such Claim is received by Buyer describing in reasonable detail the facts and circumstances then known with respect to the subject matter of such Claim on or prior to the date on which the representation or warranty or covenant (as applicable) on which such Claim is based ceases to survive as set forth in Section 10.1, and any Claim with respect to which such notice shall have been timely made may be continued after the time at which the representation, warranty, covenant or obligation (as applicable) on which such Claim is based so ceases to survive and shall not be affected therebyforever barred. (b) In addition to the indemnification provisions set forth in Section 10.3(a), if the Closing occurs, Buyer agrees to indemnify Seller Indemnitees for any and all cash amounts that they, or any of them, are required to pay arising out of or related to the Other Retained Obligations, but only to the extent such payments, in the aggregate, exceed the difference of (x) $40,000,000 minus (y) the aggregate cash amount received by Buyer from Seller in respect of all Claims pursuant to Section 10.2(a)(i) of this Agreement (other than (A) Claims arising with respect to Section 3.1, Section 3.2, Section 3.7(a) or Section 3.7(d), or (B) any Claims for any breach of, or any inaccuracy in, any representation or warranty by Seller of which Seller had Knowledge at any time prior to the time at which such representation or warranty was made).

Indemnification Provisions for Benefit of Seller. (a) If the Closing occurs, Buyer agrees from From and after the Closing Closing, each Buyer Party hereby agrees to indemnify indemnify, defend and hold harmless the Seller Indemnitees from and against any and all Claims and Losses actually suffered or incurred by them, or any of them, them to the extent arising out of of, resulting from or related relating to: (i) any the breach of, or any inaccuracy in, of any representation or warranty of the Buyer Parties contained in this Agreement or any agreement, certificate Related Agreement (it being understood that any materiality or instrument delivered pursuant hereto similar limitations or qualifications set forth in connection herewith;such representations and warranties or defined terms used therein (including the words “Buyer Material Adverse Effect,” “material,” “materially” and “in all material respects”) shall not be considered or given any effect for purposes of determining if there is an inaccuracy or breach thereof and for determining the amount of any Losses); and (ii) any the breach of, or failure to perform or comply with, of any covenant or obligation agreement of the Buyer Parties contained in this Agreement or any agreement, certificate or instrument delivered pursuant hereto or in connection herewith, including Buyer’s obligations under Section 5.9; and/orAgreement. (iiib) any of the Assumed Obligations. No Claim may be asserted nor may any action be or commenced against the Buyer Parties pursuant to this Section 10.3 11.3(a)(i) unless written notice of such Claim is received by the Buyer Parties describing in reasonable detail the facts and circumstances then known with respect to the subject matter of such Claim on or prior to the date on which the representation or warranty or covenant (as applicable) on which such Claim is based ceases to survive as set forth in Section 10.1, and 11.1(b). (c) The Buyer Parties shall not have any Claim indemnification obligations for Losses under Section 11.3(a)(i) with respect to which any individual claim, or series of claims arising from the same or similar facts or circumstances, unless and until the aggregate amount of Losses that would be payable with respect to such notice shall have claim (or series of claims arising from the same or similar facts or circumstances) exceeds an amount equal to the De Minimis Basket, it being understood that any such individual claim (or series of claims arising from the same or similar facts or circumstances) for amounts less than the De Minimis Basket will be ignored for purposes of determining whether the Deductible has been timely made may be continued after the time at which the representation, warranty, covenant met or obligation (as applicable) on which such Claim is based so ceases to survive and exceeded. The Buyer Parties shall not have any indemnification obligations for Losses under Section 11.3(a)(i) unless and until the aggregate amount of all such Losses incurred by the Seller Indemnitees exceeds the Deductible, after which point the Buyer Parties will be affected thereby. (bobligated only to indemnify, defend and hold harmless the Seller Indemnitees from and against the amount of such Losses in excess of the Deductible. In no event shall the aggregate indemnification obligations of the Buyer Parties under Section 11.3(a)(i) In addition to exceed the Cap. Notwithstanding the foregoing provisions of this Section 11.3(c), the limitations on the Buyer Parties’ indemnification provisions obligations set forth in this Section 10.3(a)11.3(c) shall not apply to Losses resulting from (i) any breach by the Buyer Parties of the Buyer Fundamental Representations and Warranties, if (ii) Buyer Parties’ indemnification obligations under Article VII or (iii) fraud by the Closing occurs, Buyer agrees to indemnify Seller Indemnitees Parties; provided that the aggregate liability of the Buyer Parties for any and all cash amounts that they, or any of them, are required to pay arising out of or related to the Other Retained Obligations, but only to the extent such payments, in the aggregate, their indemnification obligations under Section 11.3(a) shall not exceed the difference of (x) $40,000,000 minus (y) the aggregate cash amount received by Buyer from Seller in respect of all Claims pursuant to Section 10.2(a)(i) of this Agreement (other than (A) Claims arising with respect to Section 3.1, Section 3.2, Section 3.7(a) or Section 3.7(d), or (B) any Claims for any breach of, or any inaccuracy in, any representation or warranty by Seller of which Seller had Knowledge at any time prior to the time at which such representation or warranty was made)Purchase Price.

Indemnification Provisions for Benefit of Seller. (ai) If Subject to the Closing occurslimitations set forth in ss.8(c)(ii), in the event Buyer breaches any of its representations or warranties in ss.3(b) above, then Buyer agrees to indemnify and hold harmless Seller and its subsidiaries (and their respective directors, officers, Affiliates, successors and assigns) (each, a "Seller Indemnitee") from and after against the Closing entirety of any Adverse Consequences a Seller Indemnitee shall suffer which arise out of or are related to the breach. (ii) In the event Buyer breaches any of its representations and warranties contained herein, and, if there is an applicable survival period pursuant to ss.8(a) above, provided that Seller makes a written claim for indemnification against Buyer within such survival period, then Buyer shall indemnify and hold harmless any Seller Indemnitees Indemnitee from and against any Losses actually suffered or incurred by them, or any of them, arising Adverse Consequences such Seller Indemnitee shall suffer which arise out of or are related to: (ito such breach; provided, however, that Buyer shall not have any liability under this ss.8(c) any unless such Seller Indemnitee has suffered Adverse Consequences, by reason of the breach of, or any inaccuracy in, of any representation or warranty of Buyer contained Buyer, that in this Agreement or any agreement, certificate or instrument delivered pursuant hereto or the aggregate are in connection herewith; (ii) any breach of, or failure to perform or comply with, any covenant or obligation excess of Buyer contained in this Agreement or any agreement, certificate or instrument delivered pursuant hereto or in connection herewith, including Buyer’s obligations under Section 5.9; and/or (iii) any of the Assumed Obligations. No Claim may be asserted nor may any action be commenced against Buyer pursuant to this Section 10.3 unless written notice of such Claim is received by Buyer describing in reasonable detail the facts and circumstances then known with respect to the subject matter of such Claim on or prior to the date on which the representation or warranty or covenant (as applicable) on which such Claim is based ceases to survive as set forth in Section 10.1$12.6 million, and any Claim with respect to which such notice shall have been timely made may be continued after the time at which the representation, warranty, covenant or obligation (as applicable) on which such Claim is based so ceases to survive and shall not be affected thereby. (b) In addition to the indemnification provisions set forth in Section 10.3(a), if the Closing occurs, Buyer agrees to indemnify Seller Indemnitees for any and all cash amounts that they, or any of them, are required to pay arising out of or related to the Other Retained Obligations, but then only to the extent of any such paymentsexcess; provided, further, however, that Buyer shall not have any liability under this ss.8(c) for any individual items where the Adverse Consequences relating thereto is less than $50,000, and such items shall not be aggregated for purposes of the immediately preceding proviso; and provided, further, however, that in any event, the maximum amount for which Buyer shall be liable under this ss.8(c) shall not exceed $236,250,000; provided, nevertheless, that the limitations contained in the aggregate, exceed foregoing three provisos shall not apply to liability by reason of any breach of the difference of (x) $40,000,000 minus (y) the aggregate cash amount received by Buyer from Seller representations or warranties contained in respect of all Claims pursuant to Section 10.2(a)(i) of this Agreement (other than (A) Claims arising with respect to Section 3.1, Section 3.2, Section 3.7(ass.3(b)(v) or Section 3.7(d), or (B) any Claims for any breach of, or any inaccuracy in, any representation or warranty by Seller of which Seller had Knowledge at any time prior to the time at which such representation or warranty was madess.3(b)(vii).

Indemnification Provisions for Benefit of Seller. (a) If Subject to the terms and conditions of this Article X, if the Closing occursis consummated, Buyer agrees will indemnify and hold harmless each the Seller Party, their Affiliates, each of its and their respective Affiliates, and each of their respective equityholders, trustees, directors, managers, members, partners, officers, employees and other representatives, and each of their respective heirs, successors and permitted assigns (collectively, the “Seller Indemnitees”) from and against any Losses that any Seller Indemnitee may incur (provided that an indemnification claim with respect to such Losses is made pursuant to this Article X prior to the end of any applicable survival period) resulting from, relating to or caused by (i) any breach or inaccuracy of any representation or warranty made by Buyer, any Merger Sub or any Merger LLC in Article II or (ii) any breach of any covenant of Buyer, any Merger Sub or any Merger LLC in this Agreement or any breach of any post-Closing covenant of any Surviving Company in this Agreement. (b) With respect to the matters described in Section 10.03(a)(i), Buyer will have no liability with respect to such matters until the Seller Indemnitees have incurred aggregate Losses by reason of all such breaches in excess of the Deductible, after the Closing which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all indemnifiable Losses in excess of the Deductible; provided, that the foregoing limitations shall not apply to any indemnifiable Losses actually suffered or incurred by them, or any of them, arising out of or related to: resulting from (i) any breach of, breaches of the Buyer Fundamental Representations or any inaccuracy in, any representation or warranty of Buyer contained in this Agreement or any agreement, certificate or instrument delivered pursuant hereto or in connection herewith; (ii) any breach of, or failure to perform or comply withFraud of Buyer, any covenant or obligation of Buyer contained in this Agreement Merger Sub or any agreement, certificate or instrument delivered pursuant hereto or Merger LLC in connection herewith, including Buyer’s obligations under Section 5.9; and/ormaking its representations and warranties in Article II. (iiic) any of the Assumed Obligations. No Claim may be asserted nor may any action be commenced against Buyer pursuant to this Section 10.3 unless written notice of such Claim is received by Buyer describing in reasonable detail the facts and circumstances then known with With respect to the subject matter of such Claim on or prior to the date on which the representation or warranty or covenant (as applicable) on which such Claim is based ceases to survive as set forth matters described in Section 10.110.03(a)(i), and any Claim with respect to which such notice the aggregate maximum liability of Buyer shall have been timely made may be continued after the time at which Cap; provided, that the representation, warranty, covenant or obligation (as applicable) on which such Claim is based so ceases to survive and foregoing limitation shall not be affected therebyapply to any indemnifiable Losses resulting from (i) breaches of the Buyer Fundamental Representations or (ii) Fraud of Buyer, any Merger Sub or any Merger LLC in making its representations and warranties in Article II. (bd) In addition Notwithstanding anything to the indemnification provisions set forth contrary in Section 10.3(a), if the Closing occurs, Buyer agrees to indemnify Seller Indemnitees for any and all cash amounts that they, or any of them, are required to pay arising out of or related to the Other Retained Obligations, but only to the extent such payments, in the aggregate, exceed the difference of (x) $40,000,000 minus (y) the aggregate cash amount received by Buyer from Seller in respect of all Claims pursuant to Section 10.2(a)(i) of this Agreement (other than the representations and warranties in this Agreement (A) Claims arising with respect to Section 3.1, Section 3.2, Section 3.7(a) and any breach or Section 3.7(dinaccuracy thereof), Buyer makes no representations or (B) any Claims for any breach of, or any inaccuracy in, any representation or warranty by Seller of which Seller had Knowledge at any time prior warranties as to the time at which such representation or warranty was made)value of the Seller Class A Shares and Buyer shall have no indemnification obligations pursuant to this Section 10.03 related to the value of the Seller Class A Shares.

Indemnification Provisions for Benefit of Seller. (a) If Subject to the Closing occurslimitations and conditions set forth in Section 9.3(b), Buyer agrees from and after the Closing to indemnify Seller, UTC and the UTC Affiliates (excluding, after Closing, the Company and its Subsidiaries) and their respective officers, directors, employees, agents, successors and assigns (collectively, “Seller Indemnitees Indemnified Parties”) from and against any Losses actually suffered or incurred by them, or any of themAdverse Consequences caused by, arising out of or related toto any of the following: (i) any breach of, or any inaccuracy in, the failure of any representation or warranty set forth in Article IV to be true and correct both when made and as of Buyer contained the Closing Date (but, in this Agreement the case of any representation or any agreementwarranty that speaks solely as of a given date, certificate or instrument delivered pursuant hereto or in connection herewith;as of such date); and (ii) any breach of, or failure to perform or comply with, any covenant or obligation by Buyer of Buyer contained in this Agreement or any agreement, certificate or instrument delivered pursuant hereto or in connection herewith, including Buyer’s obligations under Section 5.9; and/or (iii) any of the Assumed Obligations. No Claim may be asserted nor may any action be commenced against Buyer pursuant to this Section 10.3 unless written notice of such Claim is received by Buyer describing in reasonable detail the facts and circumstances then known with respect to the subject matter of such Claim on or prior to the date on which the representation or warranty or covenant (as applicable) on which such Claim is based ceases to survive as its covenants set forth in Section 10.1, and any Claim with respect to which such notice shall have been timely made may be continued after the time at which the representation, warranty, covenant or obligation (as applicable) on which such Claim is based so ceases to survive and shall not be affected therebythis Agreement. (b) In addition The indemnification obligations of Buyer pursuant to the preceding Section 9.3(a) shall be subject to the following limitations and conditions: (i) Buyer shall not have any such obligation to indemnify any Seller Indemnified Party from and against any Adverse Consequences pursuant to Section 9.3(a)(i) (x) until the Seller Indemnified Parties have suffered aggregate Adverse Consequences indemnifiable under such Section in excess of the Indemnification Basket and then only to the extent of the amount of such excess (it being understood that such amount is a “true deductible”), nor (y) to the extent the aggregate Adverse Consequences the Seller Indemnified Parties have suffered indemnifiable under such Section exceed the Indemnification Cap (after which point Buyer shall have no obligation to indemnify the Seller Indemnified Parties from and against any further such Adverse Consequences). (ii) All such obligations of Buyer to indemnify the Seller Indemnified Parties for any Adverse Consequence shall be reduced by any Tax benefit to the Seller Indemnified Parties resulting from such Adverse Consequence, including any tax credit made available to the Seller Indemnified Party or any Affiliate thereof, when and to the extent such Tax benefit or credit is actually realized by way of a reduction in the amount of Taxes payable, and shall be reduced by any insurance proceeds received by the Seller Indemnified Parties in connection with such Adverse Consequences. (iii) Buyer shall not have any such obligation to indemnify the Seller Indemnified Parties from and against any Adverse Consequences pursuant to Section 9.3(a) unless Seller delivers a written claim for indemnification provisions to Buyer within the respective survival period set forth in Section 10.3(a), if 9.1 hereof which sets forth in reasonable detail the Closing occurs, Buyer agrees to indemnify Seller Indemnitees basis for any and all cash amounts that they, or any of them, are required to pay arising out of or related to the Other Retained Obligations, but only to the extent such payments, in the aggregate, exceed the difference of (x) $40,000,000 minus (y) the aggregate cash amount received by Buyer from Seller in respect of all Claims pursuant to Section 10.2(a)(i) of this Agreement (other than (A) Claims arising with respect to Section 3.1, Section 3.2, Section 3.7(a) or Section 3.7(d), or (B) any Claims for any breach of, or any inaccuracy in, any representation or warranty by Seller of which Seller had Knowledge at any time prior to the time at which such representation or warranty was made)claim.