Common use of Indemnification Provisions for Benefit of the Buyer Clause in Contracts

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller within such survival period, then the Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (ii) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its the Sellers breaches any of their representations, warranties, and covenants contained herein, herein and, if there is an applicable survival period pursuant to Section 8(a§9(a) above, provided that the Buyer makes a written claim for indemnification against any of the Seller Sellers pursuant to §9(e) by delivering a Claim Notice below within such survival period, then the Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date then, subject to Article 10 hereof, each of the claim for indemnification (including any Adverse Consequences the Buyer 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). (ii) The Seller shall Sellers agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability the breach; provided, however, the Sellers’ liability for breaches of their representations and warranties in §3(a) hereof will be several as between them (and not joint or joint and several) and the liability of the Company (whether or not accrued or otherwise disclosed) (x) Principals for any Taxes breaches of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before their representations and ending after the Closing Date to the extent allocable to the portion of such period beginning before warranties in §4 hereof will be joint and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwiseseveral. (iiiii) The Seller shall Principals agree to indemnify the Buyer from Company and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences which the Company or the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness Liability of the Company existing as (including any Liability of the Closing Date Predecessor) for any Taxes (other than taxes which are accrued for in the Most Recent Financial Statements or incurred in the Ordinary Course of the Business of the Company after adjustment pursuant the date of the Most Recent Financial Statements and are accrued for in the January 31, 2007 Balance Sheet) with respect to Section 2(d)any Tax year ending on or before January 31, 2007. (iii) The Principals agree to indemnify the Company and the Buyer from and against the entirety of any Adverse Consequences which the Company or the Buyer may suffer resulting from the Amending Agreements dated June 30, 2004, September 30, 2004 and December 31, 2004 (which amended in certain respects the Integrated Imaging Elite Reseller Purchase Agreement made between the Company and Kodak dated October 21, 2001) containing any terms, conditions or restrictions which are adverse to the Company.

Indemnification Provisions for Benefit of the Buyer. (ia) In Subject to the limitations set forth in Section 6.2(c) below, in the event the Seller or any Seller Subsidiary breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) abovein this Agreement, provided that the Buyer makes a written claim for indemnification against the Seller with respect to its representations and warranties within such the survival periodperiod set forth in Section 6.1, then the Seller shall agrees to indemnify the Buyer and the Buyer Subsidiaries from and against the entirety of any Adverse Consequences the Buyer may and the Buyer Subsidiaries shall suffer through and after the date of the claim for indemnification (including but excluding any Adverse Consequences the Buyer may or the Buyer Subsidiaries shall suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused proximately by the breach (or the alleged breach). (iib) The Subject to the limitations set forth in Section 6.2(c) below, Seller shall agrees to indemnify the Buyer and the Buyer Subsidiaries from and against the entirety of any Adverse Consequences the Buyer may and the Buyer Subsidiaries shall suffer resulting fromcaused proximately by any liability of the Seller or any Seller Subsidiary which is a Retained Liability (including any liability of the Seller or any Seller Subsidiary that becomes a liability of the Buyer or any Buyer Subsidiary under any bulk transfer law of any jurisdiction, arising out of, relating to, in the nature ofunder any common law doctrine of de facto merger or successor liability, or caused otherwise by operation of law). (c) Notwithstanding anything to the contrary, (i) Seller shall not have any Liability liability under this Article VI in respect of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date individual claim (or for group of related claims) unless such claim or group of related claims exceeds $25,000, (ii) Seller shall not have any Tax year beginning before liability under this Article VI except and ending after the Closing Date only to the extent allocable to the portion aggregate of such period beginning before permitted claims exceeds a deductible amount of $1,500,000, and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller Seller's aggregate liability under this Article VI shall indemnify not exceed $150,000,000; provided, however, that the Buyer from foregoing limitations shall not apply to Seller's obligations under Section 2.2(b) and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d6.2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the event any of the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its their representations, warranties, and covenants contained hereinherein (other than the covenants in §2(a) above and the representations and warranties in §3(a) above), and, if there is an applicable survival period pursuant to §8(a) above, provided that the Buyer makes a written claim for indemnification against any of the Seller pursuant to §10(h) below within such survival period, then each of the Seller agrees to indemnify the Buyer from and against his or its Allocable Portion of any Adverse Consequences the Buyer shall suffer through and after the date of the claim for indemnification (but excluding any Adverse Consequences the Buyer shall suffer after the end of any applicable survival period) caused by the breach; provided, however, that the Seller shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty or covenant of the Seller contained in §4 above. (A) until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $25,000 aggregate deductible (after which point the Seller will be obligated only to indemnify the Buyer from and against further such Adverse Consequences) or thereafter (B) to the extent the Adverse Consequences the Buyer has suffered by reason of all such breaches exceeds the aggregate value of the warrants set forth in Section 2(b) ceiling (after which point the Seller will have no obligation to indemnify the Buyer from and against further such Adverse Consequences). Such indemnification shall be realized solely by the forfeiture of the warrants. (ii) In the event any of the Seller breaches any of his or its covenants in §2(a) above or any of his or its representations and warranties in §3(a) above, and, if there is an applicable survival period pursuant to §8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to §10(h) below within such survival period, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may shall suffer through and after the date of the claim for indemnification (including but excluding any Adverse Consequences the Buyer may shall 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). (ii) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (ia) In the event If the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and warranties or covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) abovein this Agreement, provided that the Buyer makes a written claim for indemnification against the Seller within such survival periodSeller, then the Seller shall will indemnify the Buyer Parties from and against the entirety of any Adverse Consequences any of the Buyer Parties may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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 the such breach (or the alleged breach). (iib) The Seller shall will indemnify the Buyer Parties from and against the entirety of any Adverse Consequences any of the Buyer Parties may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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 any Liability of the Company Seller (whether including any Liability of the Seller that becomes a Liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or not accrued successor liability, or otherwise disclosedby operation of Law) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwisethat is not an Assumed Liability. (iiic) The Seller shall obligation to indemnify the Buyer following the Closing from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, of or caused by any Indebtedness the breach (or alleged breach) under this Section 7.2 will be subject to each of the Company existing as following: (i) The Buyer Parties may not assert a claim for indemnification against the Seller until the Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of an aggregate threshold equal to $10,000, after which point the Buyer Parties will be indemnified by the Seller only from and against Adverse Consequences from the first dollar of such Adverse Consequences (the "BASKET"). Notwithstanding the foregoing, the Basket will not apply to any claims for indemnification of the Closing Date after adjustment pursuant Buyer Parties related to Adverse Consequences arising from breaches of the Fundamental Representations or under Section 2(d7.2(b) of this Agreement. (ii) The Seller will have no Liability for indemnification under this Section 7 in excess of an aggregate amount equal to per share value of the Innuity Stock at the Closing, multiplied by 425,000 (the "CAP"). Notwithstanding the foregoing, the Cap will not apply to any claims for indemnification of the Buyer Parties related to Adverse Consequences arising from breaches of the Fundamental Representations or under Section 7.2(b) of this Agreement.

Indemnification Provisions for Benefit of the Buyer. (i) In the event event: (x) the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representationsrepresentations or warranties (without giving effect to any supplement to the Schedules, warrantiesany qualification as to materiality, Material Adverse Effect, Knowledge, awareness or concepts of similar import, or any qualification or limitation as to monetary amount or value, except with respect to (A) the Non-Operated Cotenancies, (B) the representations and warranties in Section 4(c)(ii) and (C) the representations and warranties in Section 4(d)(iii) with respect to latent defects, for which in each such case qualifications as to Knowledge shall be given effect) contained herein (other than a representation or warranty contained in Section 4(c)(iii) or 4(f)); (y) there is an applicable survival period pursuant to Section 8(a); and (z) the Buyer makes a written claim for indemnification against the Seller pursuant to Section 11(g) within such survival period, then the Seller agrees to release and indemnify the Buyer Indemnitees from and against any Adverse Consequences by reason of all Adverse Events suffered by the Buyer Indemnitees; provided, that the Seller shall not have any obligation to indemnify the Buyer Indemnitees from and against any such Adverse Consequences by reason of all Adverse Events (A) until the Buyer Indemnitees, in the aggregate, have suffered Adverse Consequences by reason of all Adverse Events in excess of an aggregate deductible amount equal to 1% of the Combined Value (after which point the Seller shall be obligated only to indemnify the Buyer Indemnitees from and against further such Adverse Consequences) or thereafter (B) to the extent the Adverse Consequences the Buyer Indemnitees, in the aggregate, have suffered by reason of all Adverse Events exceeds an aggregate ceiling amount equal to 50% of the Combined Value (after which point the Seller shall have no obligation to indemnify the Buyer Indemnitees from and against further such Adverse Consequences); provided, however, that the deductible amount with respect to breaches of Section 4(c)(i) shall be $750,000. (ii) In the event: (x) the Seller breaches any of its covenants or obligations in Sections 2 or 6 or any other covenants or obligations in this Agreement or any representation or warranty contained hereinin Section 4(c)(iii) or 4(f) (in each case above without giving effect to any supplement to the Schedules, andany qualification as to materiality, if Material Adverse Effect, Knowledge, awareness or concepts of similar import, or any qualification or limitation as to monetary amount or value); (y) there is an applicable survival period pursuant to Section 8(a); and (z) the Buyer makes a written claim for indemnification against the Seller pursuant to Section 11(g) within such survival period, then the Seller agrees to release and indemnify the Buyer Indemnitees from and against the entirety of any Adverse Consequences suffered by the Buyer Indemnitees. (iii) The Seller shall release, indemnify and hold harmless the Buyer Indemnitees against any and all Adverse Consequences resulting by reason of (a) joint and several liability with the Seller arising by reason of having been required to be aggregated with the Seller under Section 414(o) of the Code, or having been under "common control" with the Seller, within the meaning of Section 4001(a)(14) of ERISA. (iv) In the event: (x) there is an applicable survival period pursuant to Section 8(a) above, provided that and (y) the Buyer makes a written claim for indemnification against the Seller pursuant to Section 11(g) within such survival period, except to the extent the Buyer is obligated to release and indemnify the Seller under Section 8(c)(ii)(1), then the Seller shall agrees to release and indemnify the Buyer Indemnitees from and against the entirety of any Adverse Consequences suffered by the Buyer may suffer through and after the date Indemnitees with respect to, any environmental condition, claim or loss with respect to any Acquired Company or any of the claim for indemnification (Relevant Assets arising as a result of events occurring on or prior to the Purchase Price Adjustment Date, including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, matters disclosed in the nature of, or caused by the breach (or the alleged breachSchedule 4(i). (iiv) [Intentionally omitted.] (vi) With respect to each calendar year through December 31, 2006, the Seller shall release, indemnify and hold harmless the Buyer Indemnitees against any and all Pipeline Integrity Costs incurred (whether paid or payable) with respect to the Acquired Company Assets and the Operated Cotenancies to the extent such Pipeline Integrity Costs in such year exceed $5,000,000 (which amount shall be prorated to $3,750,000 for the period from April 1, 2002 to December 31, 2002). (vii) The Seller shall release, indemnify and hold harmless the Buyer from Indemnitees against any and against the entirety of any all Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to the Disposed Obligations and the ownership or operation of any Disposed Assets or Disposed Obligations (whether prior to or after Closing), including any Tax year attributable thereto. (viii) The Seller shall release, indemnify and hold harmless the Buyer Indemnitees against any and all Adverse Consequences suffered by the Buyer Indemnitees with respect to, any outstanding injunction, judgment, order, decree, ruling, or portion thereof ending on charge, or any pending or threatened action, suit, proceeding, hearing, or investigation of, in, or before the Closing Date (any court or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes quasi-judicial or administrative agency of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of federal, state, local, or foreign lawjurisdiction, relating to any Acquired Company or any of the Relevant Assets on the Closing Date, including the matters listed on Schedule 4(h), as a transferee or successor, by contract, or otherwise. (iiiix) The Seller shall release, indemnify and hold harmless the Buyer from Indemnitees against any and against the entirety all Adverse Consequences arising as a result of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the ClosingReorganization Transactions. (x) Notwithstanding anything to the contrary contained in Sections 8(b)(i), (iii), (iv) The and (v), the Seller shall not have any obligation to indemnify any Buyer Indemnified Party to the extent that the payment thereof would cause the Seller's aggregate indemnity payments under all of Sections 8(b)(i), (iii), (iv) and (v) (but excluding Sections 8(b)(ii), (vi), (vii), (viii) and (ix)) to exceed 100% of the Combined Value. (xi) To the extent any Buyer Indemnitee becomes liable to, and is ordered to and does pay to any third party, punitive, exemplary, special or consequential damages caused by a breach by the Seller of any representation, warranty or covenant contained in this Agreement, then such punitive, exemplary, special or consequential damages shall be deemed actual damages to such Buyer Indemnitee and included within the definition of Adverse Consequences for purposes of this Section 8. (xii) Except for the rights of indemnification provided in this Section 8, the Buyer from and hereby waives any claim or cause of action pursuant to common or statutory law or otherwise against the entirety Seller arising from any breach by the Seller of any Adverse Consequences of its representations, warranties or covenants under this Agreement or the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d)transactions contemplated hereby.

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or the Seller breaches (or in the event any third party alleges facts thatSellers, if trueas applicable, would mean the Seller has breached) breach any of its their representations, warranties, agreements, and covenants contained herein, and(other than a breach by a Seller of his/her individual representations and warranties, if there is an applicable survival period pursuant to which are addressed in Section 8(a(8)(b)(ii) abovebelow) and provided that the particular representation, provided warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Seller Sellers pursuant to Section 10(h) below within such the applicable survival period, then the Seller shall Sellers agree to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty or covenant of Sellers in this Agreement (i) until the Buyer has suffered aggregate losses by reason of all such breaches in excess of a $15,000 threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a)). (ii) In the event any Seller breaches any of its representations and warranties, contained in Section 3(a) herein, and provided that the particular representation, warranty, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against such Seller pursuant to Section 10(h) below within the applicable survival period, then, such Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (iiiii) The Seller shall Sellers agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company Sigma6 arising under Reg.ss. 1. 1502-6 (whether or not accrued or otherwise disclosed) (x) for because Sigma6 once was a member of an Affiliated Group during any Taxes part of any consolidated return year within any part of which consolidated return year any corporation other than Sigma6 also was a member of the Company with respect Affiliated Group). The Sellers agree to any Tax year or portion thereof ending on or before indemnify the Closing Date (or for any Tax year beginning before Buyer from and ending after against the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes entirety of any Person (other than the Company) under Section 1.1502-6 transfer Taxes which may become due and owing by reason of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, transactions contemplated by contract, or otherwisethis Agreement. (iiiiv) The Seller Sellers shall indemnify the Buyer from and against the entirety of any Liabilities arising out all Tax Liability created from and the conversion by Sigma6 to the accrual basis of tax accounting from the cash basis of tax accounting to the extent such Taxes are in excess of the ownership reserve, if any, for such Tax Liability used to determine the Net Worth of the Shares or operation of the Company prior to the ClosingSigma6. (ivv) The Seller shall Sellers agree to indemnify the Buyer from and against (A) the entirety of any brokerage fees or investment banking commissions due by Sellers or Sigma6 by reason of the transactions contemplated by this Agreement and (B) any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness Liability of Sigma6 (to the Company existing extent such Liability is not otherwise included or reserved for on the balance sheet of Sigma6 used to determine the Net Worth adjustment) incurred in connection with (i) any obligation of Sigma6 to Agis Global Internet Services ("Agis") in connection with any dispute between Sigma6 and Agis which has not been completely resolved prior to the Closing Date, (ii) any obligation of Sigma6 to Ameritech in connection with disputed fees in existence as of the Closing Date after adjustment pursuant Date, (iii) the nonpayment of any license fees described on Section 4(g) of the Disclosure Schedule, (iv) any portion of the receivable by Cherub (as referenced in the Disclosure Schedule) which is not collected by Sigma6, or (v) any payments made by Cortex or Buyer to the Seller named Xxxx Xxxxxxxx in connection with the guarantee of such Seller's automobile lease. (vi) The Sellers agree to indemnify Buyer from and against the entirety of any Adverse Consequences the Buyer or its affiliates may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability related to Harmony House Online, except those Liabilities for which Buyer would be liable in the Ordinary Course of Business and are specifically assumed by Buyer (or its affiliates) under contracts to provide E-Commerce Services to Harmony House Online. (vii) The Parties shall make appropriate adjustments for tax benefits in determining the liability of the Sellers under this Section 2(d)8.

Indemnification Provisions for Benefit of the Buyer. (ia) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its his representations, warranties, and warranties or covenants contained herein, and, if there in this Agreement or any ancillary document to which he is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller within such survival periodparty, then the Seller shall indemnify the Buyer and its officers, governors, employees, members, agents and affiliates (the “Buyer Parties”) from and against the entirety of any actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, taxes, liens, losses, expenses and fees, including court costs and reasonable attorney fees and expenses (collectively, “Adverse Consequences Consequences”) any of the Buyer Parties may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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 such breach (or the alleged breach). (iib) The Seller shall is obligated to indemnify the Buyer Parties from and against the entirety of any Adverse Consequences any of the Buyer Parties may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by any Liability liability of the Company (whether or not accrued or otherwise disclosed) (xi) for any Taxes taxes of the Company with respect to any Tax tax year or portion thereof ending on or before the Closing Effective Date (or for any Tax tax year beginning before and ending after the Closing Effective Date to the extent allocable to the portion of such period beginning before and ending on the Closing DateEffective Date as provided in Section 6.2 of this Agreement), to the extent such taxes are not reflected in the reserve for tax liability (rather than any reserve for deferred taxes established to reflect timing differences between book and tax income) shown on the face of the Company’s financial statements; and (yii) for the unpaid Taxes taxes of any Person person (other than the Company) under Reg. Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, contract or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the event event: (x) the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and or covenants contained hereinherein (other than the covenants in Sections 2 and 6 and any other covenants to be performed after the Closing, andand the representations and warranties in Section 3(a)); (y) there is an applicable survival period pursuant to Section 8(a); and (z) the Buyer make a written claim for indemnification against the Seller pursuant to Section 11(f) within such survival period, if then the Seller agrees to indemnify the Buyer Indemnitees from and against any Adverse Consequences by reason of all Adverse Events to the extent they are the result of, arise out of or are caused proximately by the breach and suffered by such Buyer Indemnitees; provided, that, except in the case of fraud, the Seller shall not have any obligation to indemnify any Buyer Indemnitees from and against any such Adverse Consequences by reason of all Adverse Events (A) until the Buyer Indemnitees, in the aggregate, have suffered Adverse Consequences by reason of all Adverse Events in excess of the Deductible Amount (after which point the Seller will be obligated only to indemnify the Buyer Indemnitees from and against further such Adverse Consequences) or thereafter (B) to the extent the Adverse Consequences the Buyer Indemnitees, in the aggregate, have suffered by reason of all Adverse Events exceeds an aggregate ceiling amount equal to $10,000,000.00 (after which point the Seller will have no obligation to indemnify the Buyer Indemnitees from and against further such Adverse Consequences). (ii) In the event: (x) the Seller breaches any of its covenants in Sections 2 or 6 or any other covenants to be performed after the Closing, or any of its representations and warranties in Sections 3(a); (y) there is an applicable survival period pursuant to Section 8(a) above(which, provided that as to the covenants in Sections 2 and 6 and any other covenants to be performed after the Closing, or as to any of the representations and warranties in Sections 3(a)(v) shall be forever); and (z) the Buyer makes make a written claim for indemnification against the Seller pursuant to Section 11(f) within such survival period, then the Seller shall agrees to indemnify the Buyer Indemnitees from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused proximately by the breach (or the alleged breach). (ii) The Seller shall indemnify and suffered by the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwiseIndemnitees. (iii) The Seller shall will indemnify and hold harmless the Buyer from Indemnitees (including the Acquired Interest and the Starfish Companies) against joint and several Liability with the entirety of any Liabilities Seller arising out by reason of the ownership Acquired Interest or any of the Shares Starfish Companies having been a member of a “controlled group of partnerships,” under “common control” or operation a member of an “affiliated service group” with the Seller within the meaning of Sections 414(c) or (m) of the Company prior Code, or having been required to be aggregated with the ClosingSeller under Section 414(o) of the Code, or having been under “common control” with the Seller, within the meaning of Section 4001(a)(14) of ERISA. (iv) The To the extent any Buyer Indemnitee becomes liable to, and is ordered (pursuant to a final, non-appealable order of a court of competent jurisdiction) to pay to any third party, punitive damages proximately caused by a material breach by the Seller of any representation, warranty or covenant contained in this Agreement, then such punitive damages shall indemnify be deemed actual damages to such Buyer Indemnitee and included within the definition of Adverse Consequences for purposes of this Section 8. (v) Except for the rights of indemnification provided in Sections 8 and 9(e), the Buyer from and hereby waives any claim or cause of action pursuant to common or statutory law or otherwise against the entirety Seller arising from any breach by the Seller of any Adverse Consequences of its representations, warranties or covenants under this Agreement or the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d)transactions contemplated hereby.

Indemnification Provisions for Benefit of the Buyer. (i) i. In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its his representations, warranties, and covenants contained hereinherein (other than the covenants in Section 2(a) above and the representations and warranties in Section 3(a) above), and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to Section 10(g) below within such survival period, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). ii. In the event the Seller breaches (iior in the event any third party alleges facts that, if true, would mean that the Seller has breached) any of his covenants in Section 2(a) above or any of his representations and warranties in Section 3(a) above, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to Section 10(g) below within such survival period, then the Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). iii. The Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) its Subsidiaries for the unpaid Taxes of any Person (other than any of the CompanyCompany and its Subsidiaries) under Treas. Reg. Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) iv. The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior agrees to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness the operation or business of the Company existing as of and its Subsidiaries on or prior to the Closing Date after adjustment pursuant to Section 2(d)Date.

Indemnification Provisions for Benefit of the Buyer. (i) In the event any of the Seller Sellers breaches (or in the event any third party alleges facts that, if true, would mean any of the Seller Sellers has breached) any of its their representations, warranties, and covenants contained herein, in this Agreement and, if there is an applicable survival period pursuant to Section 8(a(S)6(a) above, provided that the Buyer makes a written claim for indemnification against any of the Seller Sellers pursuant to (S)8(h) below within such survival period, then each of the Seller shall Sellers agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (ii) The Seller shall Each of the Sellers agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with (S)7(c)) to the portion of such period beginning before and ending on the Closing Date), to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Most Recent Balance Sheet (rather than in any notes thereto), as such reserve is adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company in filing their Tax Returns, and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502Reg. (S)1.1502-6 of the Regulations adopted under the Code 5 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the event the The Seller breaches (or in the event any third party alleges facts thatshall indemnify, if true, would mean the Seller has breached) any of its representations, warranties, defend and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that hold harmless the Buyer makes a written claim for indemnification against the Seller within such survival period, then the Seller shall indemnify the Buyer and its Affiliates from and against the entirety of any and all Adverse Consequences the Buyer or any such Affiliate may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer or such Affiliate may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by (a) any breach of a representation or warranty of the breach Seller contained in this Agreement or in any other Transaction Agreement (or other than the alleged breach). (iirepresentations in Sections 3(l) The and 3(m) hereof for which the Seller shall not have any indemnification obligation), (b) any breach of a covenant of the Seller contained in this Agreement or in any other Transaction Agreement or (c) any Liability of the Seller with respect to the Division or of the Division Subsidiaries of which Seller had Knowledge and which was not disclosed to the Buyer prior to the Closing (regardless of whether the Liability is an Assumed Liability); provided, however, that (x) the Seller shall not have any obligation to indemnify the Buyer and/or its Affiliates from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, or caused by the breach (or alleged breach) of type referred to in clauses (a), (b) and (c) above (other than breaches of Section 6(e)) until the Buyer and/or its Affiliates have suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $1 million aggregate deductible (after which point the Seller will be obligated only to indemnify the Buyer from and against further such Adverse Consequences), (y) in no event shall the total obligation of the Seller to indemnify the Buyer and its Affiliates from and against Adverse Consequences exceed $15 million in the nature aggregate with respect to Adverse Consequences resulting from, arising out of, relating to, or caused by breaches (or alleged breaches) of the type referred to in clauses (a), (b) and (c) above (other than breaches of Section 6(e)) which occur within 365 days after the closing date and (z) in no event shall the total obligation of the Seller to indemnify the Buyer and its Affiliates from and against Adverse Consequences during the period beginning 366 days after the closing Date and ending 548 days after the Closing Date, resulting from, arising out of, relating to, or caused by breaches (or alleged breaches) of the type referred to in clauses (a), (b) and (c) above (other than breaches of Section 6(e)) exceed the result of $12 million minus any amount actually paid pursuant to clause (y). (ii) The Seller shall indemnify, defend and hold harmless the Buyer and its Affiliates from and against any and all Adverse Consequences the Buyer or any such Affiliate may suffer through and after the date of the claim for indemnification to the extent resulting from, arising out of, relating to, or caused by: (A) any Seller Retained Liability; (B) any Liability of the Company (whether Seller or not accrued or otherwise disclosed) (x) for any Taxes of the Company Division Subsidiaries for unpaid Tax Liabilities with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date), to the extent such Tax Liabilities are not reflected on the face of the Final Closing Balance Sheet (rather than in any notes thereto and excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) and to the extent that such Tax Liabilities or the payment thereof does not create a realized reduction in Tax Liabilities to the Buyer or Selected Subsidiaries; or (yC) any Liability of any of the Division Subsidiaries for the unpaid Taxes of any Person (other than including the CompanySeller and its Subsidiaries) under Reg. Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contractContract, or otherwise. (iii) The In the event that any Liability described in Section 8(b)(ii) is also described in Section 8(b)(i), the obligation of Seller shall indemnify the Buyer from be determined under Section 8(b)(ii) and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior shall not be subject to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety limitations of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d8(b)(i).

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained hereinin this Agreement, except breaches relating to Significant Contracts which are the subject of ss.7(b)(ii) or any person asserts a claim against, or liability or obligation of the Buyer (whether absolute, accrued, contingent or otherwise) relating to, or arising out of, the operation of the Business prior to the Closing Date or facts and circumstances existing prior to the Closing Date and relating specifically to the Business or the Seller, whether or not such liabilities, obligations or claims were known on such date, excluding any and all liabilities relating to or arising out of facts and circumstances relating to the Assumed Liabilities and Significant Contracts and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to ss.9(g) below within such the applicable survival periodperiod pursuant to ss.7(a) above, then the Seller shall agrees to indemnify the Buyer (A) once the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a Twenty-Five Thousand Dollars ($25,000) aggregate deductible (after which point the Seller will be obligated only to indemnify the Buyer from and against further such Adverse Consequences); provided, however, that this limitation or "basket" shall not apply to any damages or claims arising in connection with fraud or willful misconduct of Seller or the entirety of any representations and warranties with respect to title to the Acquired Assets, environmental matter and litigation as set forth in ss.3(f), ss.3(l) and ss.3(q) hereof respectively or thereafter (B) to the extent the Adverse Consequences the Buyer may suffer through and has suffered by reason of all such breaches exceeds a One Million Five Hundred Thousand Dollars ($1,500,000) aggregate ceiling (after which point the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (ii) The Seller shall will have no obligation to indemnify the Buyer from and against further such Adverse Consequences), provided, however, this aggregate ceiling on liability shall not apply to any damages or claims arising in connection with the entirety fraud or willful misconduct of Seller. (ii) In the event the Seller breaches any Adverse Consequences of its representations, warranties and covenants contained in this Agreement regarding solely and exclusively the Significant Contracts only or any person asserts a claim against, or liability or obligation of the Buyer may suffer resulting from(whether absolute, arising out ofaccrued, contingent or otherwise) relating to, in or arising out of facts and circumstances existing prior to the nature ofClosing Date and relating specifically and exclusively to the Significant Contracts only, or caused by any Liability of the Company (whether or not accrued such liabilities, obligations or otherwise disclosed) (x) for claims were known on such date, excluding any Taxes and all liabilities relating to or arising out of the Company with respect facts and circumstances relating to any Tax year matters of Business or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (Seller other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign lawSignificant Contracts as specified in this ss.7(b)(ii), as and, provided that Buyer makes a transferee or successorwritten claim for indemnification against the Seller pursuant to ss.9(g) below within the applicable survival period pursuant to ss.7(a) above, then Seller agrees to indemnify the Buyer (A) once the Buyer has suffered Adverse Consequences by contract, or otherwise. reason of all such breaches in excess of a Thirty-Five Thousand Dollars (iii$35,000) The aggregate deductible (after which point the Seller shall will be obligated only to indemnify the Buyer from and against the entirety of further such Adverse Consequences); provided, however, that this limitation or "basket" shall not apply to any Liabilities damages or claims arising out of the ownership of the Shares in connection with fraud or operation of the Company prior willful misconduct by Seller or representations and warranties with respect to title to the Closing. Acquired Assets, environmental matters and litigation as set for in ss.3(f), ss.3(q) and ss.3(r) hereof respectfully or thereafter (ivB) The to the extent the Adverse Consequences the Buyer has suffered by reason of all such breaches exceeds a Three Million Dollar ($3,000,000) aggregate ceiling (after which point the Seller shall will have no obligation to indemnify the Buyer from and against the entirety of any such Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(dConsequences).

Indemnification Provisions for Benefit of the Buyer. (i) In the --------------------------------------------------- event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, and provided that the Buyer makes a written claim for indemnification within two months of becoming aware of such claim (containing, to the extent reasonably practicable at the time of notification, a detailed description of the facts on the basis of which the claim is based and a good faith estimate of the claim (provided, however, that no delay in providing such information shall relieve the Seller from any obligation hereunder unless (and then solely to the extent) the Seller thereby is prejudiced)) against the Seller at an address determined pursuant to (S)8.03 below within such survival period, then the Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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 breach; provided, -------- however, (or i) Buyer's right to indemnification with respect to breaches of the alleged breach). ------- Seller's representations and warranties, other than the Surviving Representations, shall be limited to the amount of U.S. $1,000,000 in the aggregate, and (ii) The the Seller shall not be obligated to indemnify the Buyer from and against the entirety breach of any particular representation or warranty unless the Adverse Consequences of such breach (when aggregated with the Adverse Consequences of all related breaches) exceeds U.S. $10,000 (it being agreed that Seller will then be obligated to indemnify against all Adverse Consequences, not just the excess over U.S. $10,000 and without giving effect to the inclusion in any such representation or warranty of a materiality qualification). Under no circumstances can the Seller reject or restrict or claim under this section on the ground that a loss, damage or expense was (or will be) suffered by the Company, rather than by the Buyer. The Parties agree and understand that this Agreement does not provide Buyer with the right to indemnification for breaches of representations, warranties and covenants not contained herein. Without limiting the preceding sentence, the Parties agree that the Seller is not indemnifying the Buyer may suffer resulting fromagainst (i) changes to any applicable laws, arising out of, relating to, in the nature ofrules or regulations, or caused by any Liability of (ii) damages done to the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of and/or the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, Business by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and/or its shareholders and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior other affiliates subsequent to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In Subject to the event limitations contained in this Section 7, after Closing the Seller breaches (or in Entities hereby jointly and severally agree, to the event any third party alleges facts thatfullest extent permitted by law, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller within such survival period, then the Seller shall indemnify the Buyer from and against the entirety its officers and directors, shareholders and Affiliates against, and hold them harmless from, all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, Taxes, liens, losses, expenses, and fees, including court costs and reasonable attorneys' fees and expenses and expenses of experts, other than punitive damages, lost profit, or consequential, special or incidental damages (a “Loss”), suffered or incurred by any Adverse Consequences the Buyer may suffer through such indemnified party and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) caused by, resulting from, or based upon or arising out of, relating to, in of the nature of, or caused by the following circumstances and events: (A) any breach (or the alleged breach). (ii) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, representation or caused by any Liability warranty of the Company Seller Entities contained in this Agreement, (whether or not accrued or otherwise disclosedB) any breach of any covenant of the Seller Entities contained in this Agreement which by its terms requires performance after the Closing Date, (xC) for any Income Taxes of the Company with respect attributable to taxable periods ending prior to or on the Closing Date, including liabilities of the Company under consolidated, combined or unitary income or franchise Tax Returns and liabilities related to the Tax Returns of the Seller Entities, but excluding any Tax year Taxes for which there is an adequate accrual or portion thereof ending reserve on or before the Closing Date (Balance Sheet or for any Tax year beginning before and ending Taxes attributable to transactions not in the Ordinary Course of Business occurring after the Closing Date which are effectuated or initiated by the Buyer or the Company, (D) Taxes related to the Overlap Period to the extent allocable to the portion of such period beginning before and ending on the Closing Date as set forth in Section 7(c), (E) any product sold or any services performed by the Company prior to the Closing Date, (F), any Third Party Claim relating to wages or other compensation of any current or former Employees of ABW, any Employee Benefit Plan or any Environmental, Safety or Health Requirement, in each case arising from events that occurred prior to the Closing Date, (G) any year-end adjustment to the Most Recent Financial Statements greater than $10,000 (and only to the extent of such excess), (H) claims and counterclaims initiated against the Buyer with respect to a Shared Claim, and (yI) for the unpaid Taxes any act of fraud, intentional tort or willful misconduct by any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (Seller Entity or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (ivii) The Buyer acknowledges and agrees that neither the Seller Entities nor any of their Affiliates shall indemnify have any liability under any provision of this Agreement for any Loss to the extent that such Loss directly results from the willful misconduct, negligence or fraud of the Buyer from and against or the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d)Company.

Indemnification Provisions for Benefit of the Buyer. (i1) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and or covenants contained hereinin this Agreement, andother than those representations and warranties contained in Sections 3(e), if there is an applicable survival period pursuant to Section 8(a3(f), 3(g) aboveand 3(h), and provided that the Buyer Buyer, promptly after learning of such breach, makes a written claim for indemnification against the Seller pursuant to Section 10(h) below (specifying the breach in reasonable detail) within five (5) years after the Closing Date and the Seller fails to cure such survival periodbreach within 30 days after the Seller’s receipt of such written claim for indemnification, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (ii2) The Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Retained Liability (including any Liability of the Company (whether Seller that becomes a Liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or not accrued successor liability, under any transferee liability rules resulting from the failure of the Seller to pay any Taxes, or otherwise disclosedby operation of law). (3) In addition to the indemnification provided for in (x1) and (2) of this Section 5(b), the Seller agrees to indemnify the Buyer for any Taxes of Loss the Company Buyer may incur with respect to any Tax year a Past Due Lease or portion thereof ending on or before a VenCore Receivable that becomes a Defaulted Receivable, provided that the Closing Date (or for any Tax year beginning before and ending after the Closing Date aggregate of all such Losses shall not exceed an amount equal to the extent allocable to sum of (i) 15% of the portion aggregate Net Book Value of such period beginning before and ending on the Past Due Leases as of the Closing Date) , and (yii) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 35% of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out aggregate Net Book Value of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing VenCore Receivables as of the Closing Date (the “Recourse Pool”). Schedule 5 shows the amount of the Recourse Pool as of February 28, 2005, and such schedule will be updated in accordance with Section 2(c)(3)(A). In the event that a Past Due Lease or a VenCore Receivable becomes a Defaulted Receivable, the Buyer shall, within 30 days thereafter, notify the Seller and propose a plan for seeking Recovery under such Defaulted Receivable. The Seller shall then have 15 days in which to request changes to such proposed plan, after adjustment pursuant which the Buyer shall use its best efforts to implement promptly the plan as it may have been modified by the Seller, and such response by the Seller (or failure to respond) shall be the consent required by Section 2(d).2.3

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) Sellers breach any of its their representations, warranties, agreements, and covenants contained herein, and(other than a breach by a Seller of his/her individual representations and warranties, if there is an applicable survival period pursuant to which are addressed in Section 8(a(8)(b)(ii) abovebelow) and provided that the particular representation, provided warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Seller Sellers pursuant to Section 10(h) below within such the applicable survival period, then the Seller shall Sellers agree to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty or covenant of Sellers in this Agreement (i) until the Buyer has suffered aggregate losses by reason of all such breaches in excess of a $250,000 threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses including losses in excess of a $100,000 threshold) or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representatives and warranties in Section 3(a)). (ii) In the event any Seller breaches any of its representations and warranties, contained in Section 3(a) herein, and provided that the particular representation, warranty, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against such Seller pursuant to Section 10(h) below within the applicable survival period, then such Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (iiiii) The Seller shall Sellers agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company SSC arising under Reg. ss. 1. 1502-6 (whether or not accrued or otherwise disclosed) (x) for because SSC once was a member of an Affiliated Group during any Taxes part of any consolidated return year within any part of which consolidated return year any corporation other than SSC also was a member of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign lawAffiliated Group), as a transferee or successor, by contract, or otherwise. (iiiiv) The Seller shall Sellers agree to indemnify the Buyer from and against the entirety of any Liabilities arising out transfer Taxes which may become due and owing by reason of the ownership of the Shares or operation of the Company prior to the Closingtransactions contemplated by this Agreement. (ivv) The Seller shall Sellers agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, brokerage fees or caused investment banking commissions due by any Indebtedness Sellers or SSC by reason of the Company existing as transactions contemplated by this Agreement, excluding only the fees payable to DeBellas & Co., Inc. which shall be deemed to be Funded Indebtedness. (vi) The Parties shall make appropriate adjustments for tax benefits in determining the liability of the Closing Date after adjustment pursuant to Sellers under this Section 2(d)8.

Indemnification Provisions for Benefit of the Buyer. (i) i. In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained hereinin this Agreement or in any agreement, instrument or certificate delivered in connection herewith, and, if there is an applicable survival period pursuant to Section 8(a8(f) above, provided that the Buyer makes a written claim for indemnification against the Seller within such survival period, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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 in the event such a breach results in an adjustment to the Purchase Price pursuant to Section 2(d)(ii) above, then the Seller's liability for such a breach under this Section 8(h) shall not include that portion of the Post-Closing Revenue whose loss is determined by the Buyer to be caused by such a breach, provided that the Buyer shall be entitled to be indemnified for any other Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by such a breach. (ii) . The Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer and its shareholders may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability (other than the Assumed Liabilities) or the Seller's operation of the Acquired Assets prior to the Closing. iii. The Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (Seller other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwiseAssumed Liabilities. (iii) iv. The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior agrees to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness Liability of the Company existing as Seller for Taxes of the Seller related to the Acquired Assets prior to the Closing Date after adjustment pursuant Date. v. The Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Seller in relation to the termination of any of the Seller's employees who are not employed by the Buyer. vi. The Seller shall not have any liability to the Buyer for any Adverse Consequences set forth in this Section 2(d)8(h) to the extent that such Adverse Consequences are covered by insurance of the Buyer. vii. Notwithstanding anything contained herein to the contrary, the Seller shall have no liability to the Buyer as a result of any breach of any representation, warranty or covenant, to the extent that the Buyer knew that such representation, warranty or covenant was incorrect prior to the Closing Date, except when such breach is the result of fraud or willful misconduct.

Indemnification Provisions for Benefit of the Buyer. (ia) In the event If the Seller or any Shareholder breaches (or in if any Person other than the event any third party Buyer alleges facts that, if true, would mean the Seller or any Shareholder has breached) any of its the representations or warranties of the Seller or any Shareholder contained herein and the Buyer gives notice thereof to the Shareholders' Agent within the Survival Period, or if the Seller or any Shareholder breaches (or if any Person other than the Buyer alleges facts that, if true, would mean the Seller or any Shareholder has breached) any covenants of the Seller or any Shareholder contained herein or any representations, warranties, warranties or covenants of the Seller or any Shareholder contained in any Other Seller Agreement and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against gives notice thereof to the Seller within such survival periodShareholders' Agent, then the Seller shall and the Shareholders agree to jointly and severally indemnify and hold harmless the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (ii) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, to or caused by any Liability of the Company (foregoing regardless of whether the Adverse Consequences are suffered during or not accrued after the Survival Period. In determining whether there has been a breach of any representation or otherwise disclosed) (x) warranty contained in Section 3.1 and in determining for any Taxes purposes of the Company with respect preceding sentence the amount of Adverse Consequences suffered by the Buyer, such representations and warranties shall not be qualified (other than by (A) the reference to any Tax year or portion thereof ending on or before "knowledge" set forth in the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion last sentence of such period beginning before and ending on the Closing DateSection 3.1(o) and (yB) for the unpaid Taxes references to "material" set forth in Section 3.1(t)) by "material," "materiality," "in all material respects," "best knowledge," "best of any Person (other than the Company) under Section 1.1502-6 knowledge" or "knowledge" or words of the Regulations adopted under the Code (or any similar provision of state, localimport, or foreign law), as a transferee by any phrase using any such terms or successor, by contract, or otherwise. (iii) words. The Seller shall and the Shareholders also agree to jointly and severally indemnify and hold harmless the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting which result from, arising arise out of, relating relate to or are caused by (i) any Liability of the Seller or any Shareholder not included in the Assumed Liabilities (including, without limitation, those concerning Hazardous Materials or the failure of the Seller, any Shareholder or any predecessor to comply with any Environmental Obligation or other Legal Requirement), (ii) any act or omission of the Seller, any Shareholder or any predecessor with respect to, or any event or circumstance related to, the Seller's, any Shareholder's or any predecessor's ownership, occupation, use or operation of any of the Acquired Assets, the Excluded Assets, the Premises or any other assets or properties or the conduct of its or their business, regardless, in the nature ofcase of (i) or (ii), of (A) whether or caused by not such Liability, act, omission, event, circumstance or matter was known or disclosed to the Buyer, was disclosed on any Indebtedness Exhibit hereto or is a matter with respect to which the Seller or any Shareholder did or did not have knowledge, (B) when such Liability, act, omission, event, circumstance or matter occurred, existed, occurs or exists and (C) whether a claim with respect thereto was asserted before or is asserted after the Closing Date, and (iii) any Liability resulting from any failure of the Company existing as parties to comply with any applicable bulk sales or transfer Legal Requirement in connection with the transactions contemplated by this Agreement. If any dispute arises concerning whether any indemnification is owing which cannot be resolved by negotiation among the parties within 30 days of the Closing Date after adjustment pursuant to Section 2(d).notice of claim for

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and pre-Closing covenants contained hereinin this Agreement, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that and the Buyer makes a written claim for indemnification against the Seller pursuant to Section 10(g) below within such the applicable survival periodperiod pursuant to Section 8(a) above, then the Seller shall indemnify and hold harmless the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (ii) The Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company Seller which is not an Assumed Liability (whether including any Liability of the Seller that becomes a Liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or not accrued successor liability, under Environmental, Health, and Safety Requirements, or otherwise disclosedby operation of law) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the post-Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwisecovenant contained in this Agreement. (iii) The Seller shall indemnify In the event the Buyer proceeds to Closing without the condition to Closing specified in Section 7(a)(iii) having been satisfied, and Buyer incurs any Liability or Adverse Consequence arising from and against the entirety of any Liabilities arising out creditors of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from not having executed a Consent and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing Release Agreement as of the Closing Date after adjustment pursuant to Section 2(d).required under

Indemnification Provisions for Benefit of the Buyer. In the event (i) In either Seller or the event the Seller Parent breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants representations or warranties contained herein, herein or in any certificate delivered by either Seller or the Parent pursuant to this Agreement and, if there is an applicable survival period pursuant to Section 8(a) 8.1 above, provided that the Buyer Party makes a written claim for indemnification against the Seller pursuant to Section 11.7 below within such survival period, (ii) either Seller or Parent breaches or fails to fulfill any covenant or agreement contained herein, (iii) of any action, demand, proceeding, investigation or claim by any Person against or affecting the Target or any Buyer Party (as defined below) which, if successful, would give rise to or evidence the existence of or relate to a breach of any of the representations, warranties, covenants or agreements of the Parent or Seller under this Agreement; (iv) of any liability for Indemnified Taxes of the Target or any of its Subsidiaries to the extent not reflected in the Closing Balance Sheet and taken into account in determining the Final Purchase Price; (v) of any Closing Indebtedness or Seller Expenses not reflected in the Closing Balance Sheet or taken into account in determining the Final Purchase Price; (vi) any liability or obligation relating to any environmental, health or safety matters (including without limitation any arising under ISRA or any other Environmental Laws) with respect to the Specified Premises other than to the extent of events or circumstances occurring after the Closing which are not related to or caused by actions or omissions of Parent, Seller or any of their Subsidiaries, including without limitation any liability or obligation relating to any environmental, health or safety matters and arising in connection with (A) the Specified Lease, (B) the cessation of operations at the Specified Premises and any associated liabilities arising under ISRA or other Environmental Laws or under the Specified Lease, and (C) unless Target enters into a replacement lease for the Specified Premises (other than amendments to its existing lease), any removal, closure, cleanup or other remedial actions, including without limitation any such actions with respect to any storage tanks currently or formerly located at the Specified Premises; (vii) of any claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) arising out of or pertaining to matters existing or occurring at or prior to the Closing with respect to any (A) matters which would have been covered by Parent or any of its Subsidiaries directors and officers, employment practices (to the extent related to any period on or prior to the Closing Date) or fiduciary liability policies if such claim were asserted prior to the Closing (without regard to any deductibles or other limitations) or (B) actions or omissions of the officers, senior officers or board of directors or governing body of the Company and its Subsidiaries prior to the Closing, (viii) of any Indebtedness, obligation or other liability related to or evidenced by that certain Uniform Commercial Code Financing Statement filed with the Secretary of State of the State of New Jersey on June 2, 2002, filing number 2106652-8, in favor of Fleet Capital Corporation, or (ix) of any of any action, demand, proceeding, investigation or claim by any Person or any liability or obligation resulting, related to or in connection with Target, Buyer, Parent and Seller not receiving a consent on terms reasonably satisfactory to Buyer pursuant to the Specified License or any Adverse Consequences resulting, related to or in connection with Parent, Seller and their Subsidiaries not performing any obligations such Persons would have been required to perform under this Agreement, the Transition Services Agreement or any other agreement if such consent with respect to the Specified License were obtained, then Parent and the Seller shall shall, jointly and severally, indemnify the Buyer and its Affiliates (including the Target after the Closing), stockholders, officers, directors, employees, agents, partners, representatives, successors and assigns (collectively, the “Buyer Parties”) and save and hold each of them harmless from and against the entirety and pay on behalf of or reimburse such Buyer Parties as and when incurred for any Adverse Consequences the any Buyer Party may suffer through and after the date of the claim for indemnification (including as a result of, in connection with, or by virtue of such breach or right to obtain indemnification. Parent and Seller shall not have any obligation to indemnify any Buyer Party from and against any Adverse Consequences pursuant to clauses (i), (iii) or (vii) above until the Buyer may suffer after the end Parties have suffered Adverse Consequences by reason of any applicable survival period) resulting fromindividual breaches, or groups of breaches arising out ofof the same or similar facts, relating toevents or circumstances (but solely with respect to the fourth sentence of Section 4.5, in including only individual breaches or groups of breaches arising out of the nature ofsame event) (“Group of Related Breaches”), equal to or caused by exceeding Twenty-Five Thousand Dollars ($25,000) (“De Minimis”) and the breach sum of all such breaches exceeds an aggregate deductible equal to Three Hundred Thousand Dollars ($300,000) (“Deductible”) (after which point, with respect to indemnification pursuant to any of clauses (i), (iii) or (vii) above, the alleged breach). (ii) The Seller shall and Parent will be obligated only to indemnify the Buyer Parties from and against such further Adverse Consequences in excess of the entirety Deductible up to the Cap proximately caused by reason of individual breaches or Groups of Related Breaches each equal to or exceeding the De Minimis); provided, further, for the sole purpose of determining the applicability and the amount of any Adverse Consequences that are the subject matter of a indemnification claim hereunder, the Deductible and De Minimis shall be the materiality standard for such purpose hereunder and, therefore, each representation and warranty contained in this Agreement shall be read for such purpose (and no other purpose) without regard to and without giving effect to any materiality or Material Adverse Effect standard or qualification contained in such provision (as if such standard or qualification were deleted from such provision)). The Parent and Seller will have no obligation to indemnify the Buyer may suffer resulting fromParties under this Agreement for any Adverse Consequences caused by pursuant to clauses (i), (iii) or (vii) above in excess of Nine Million Dollars ($9,000,000) (the “Cap”). The Deductible, De Minimis and Cap shall not apply to indemnity claims arising out offrom a breach or inaccuracy of the representations and warranties contained in Section 3.1(a) (Organization of Parent and Seller), relating toany of the first three sentences of Section 3.1(b) (Authorization of Transaction), Section 3.1(d) (Brokers’ Fees), Section 3.1(e) (Target Shares), the first sentence of Section 4.1 (Organization, Qualification and Corporate Power), Section 4.2 (Capitalization), Section 4.4 (Brokers’ Fees), the first sentence of Section 4.5 (Title to Assets; Asset Sufficiency), Section 4.6 (Subsidiaries), Section 4.7(c) (Financial Statements), Section 4.10 (Tax Matters), Section 4.18 (Certain Business Relationships) and 4.27 (Closing Date) with respect to Section 3.1(a), any of the first three sentences of Section 3.1(b), Section 3.1(d), Section 3.1(e), the first sentence of Section 4.1, Section 4.2, Section 4.4, the first sentence of Section 4.5, Section 4.6, Section 4.10 and Section 4.18, any Adverse Consequences for which shall be indemnified in the aggregate from the first dollar up to a maximum of the Purchase Price. Notwithstanding any other provision in this Agreement to the contrary, Parent and Seller shall not be liable to the Buyer Parties for any (a) Adverse Consequences that are punitive (except to the extent constituting third party punitive claims), or (b) Adverse Consequences based upon “multiple of profits,” “multiple of earnings” or similar valuation methodology (including without limitation any Adverse Consequences in the nature of, or caused by any Liability of diminution in value of the Company (whether or not accrued Target Shares based upon or otherwise disclosed) (x) for calculated in reference to any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date foregoing items described in clause (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Dateb) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(dabove).

Indemnification Provisions for Benefit of the Buyer. (ia) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller within such survival period, then the The Seller shall indemnify and defend the Buyer, its Affiliates and each of their shareholders, directors, officers, employees, agents and advisors (collectively, the “Buyer Indemnified Parties”) and hold the Buyer Indemnified Parties harmless from and against the entirety of with respect to any and all Adverse Consequences incurred or sustained by, or imposed upon, the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) Indemnified Parties resulting from, arising out of, relating to, in the nature of, or caused by (i) any breach or inaccuracy on the breach part of the Seller of any of its representations or warranties contained in this Agreement; (ii) any breach, default or lack of performance on the part of the Seller of any of its agreements or covenants contained in this Agreement or in any instrument of transfer delivered by the Seller hereunder; (iii) any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made by any Person with the Seller or its Affiliates in connection with this Agreement or the alleged breachtransactions contemplated hereby; or (iv) any Excluded Liability. (b) Notwithstanding the foregoing, or any other provision to the contrary contained in this Agreement, the Buyer Indemnified Parties shall be entitled to indemnification under clauses (a)(i) and (a)(ii) (other than for a claim based on fraud or intentional misconduct or any breach of Sections 4.5, 4.6, 4.10 or 4.19) of this Section 12.1 only to the extent that the aggregate amount of the Adverse Consequences for which the Buyer Indemnified Parties would otherwise be entitled exceeds One Hundred Thousand Dollars ($100,000) (the “Threshold Amount”). (iic) The Seller shall indemnify the Buyer from and against the entirety amount of any Adverse Consequences for which indemnification is provided for under this Section 12.1 shall be offset by (i) any amounts recovered from a third party by a Buyer Indemnified Party and (ii) any insurance proceeds or other amounts received by a Buyer Indemnified Party in connection with an insurance claim included among the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by Transferred Assets. Each party agrees to use commercially reasonable efforts to make any Liability of the Company (whether or not accrued or otherwise disclosedclaims for insurance and/or indemnification available from a third party(ies) (x) for any Taxes of the Company with respect to Adverse Consequences for which it will seek indemnification hereunder and to diligently pursue such claims in good faith. If any Tax year or portion thereof ending on or before such insurance proceeds and/or other amounts are received by a Buyer Indemnified Party after payment by the Closing Date (or for Indemnifying Party of any Tax year beginning before and ending after the Closing Date amount otherwise required to be paid to such Buyer Indemnified Party pursuant to this Section 12.1, such Buyer Indemnified Party shall repay to the extent allocable to the portion Indemnifying Party, promptly after receipt of such period beginning before and ending on insurance proceeds and/or other amounts, the Closing Date) and (y) for the unpaid Taxes of any Person (amount that such Indemnifying Party would not have had to pay pursuant to this Section 12.1 had such insurance proceeds and/or other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, amounts been received by contract, or otherwise. (iii) The Seller shall indemnify the such Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company Indemnified Party prior to the ClosingIndemnifying Party’s payment under this Section 12.1. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller Target breaches (or in the event any third party alleges facts that, if true, would mean the Seller Target has breached) any of its representations, warranties, and covenants contained hereinin the Asset Purchase Agreement or any related agreement or in any document or instrument delivered pursuant thereto or in connection therewith, including without limitation any Side Agreement, and, if there is an applicable survival period pursuant to Section 8(ass.4(a) above, provided that the Buyer makes a written claim for indemnification against any of the Seller Target Stockholders pursuant to ss.6(h) below within such survival period, then each of the Seller shall Target Stockholders agrees, jointly and severally, to indemnify the Buyer and Parent from and against the entirety of any Adverse Consequences the Buyer and Parent may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer and Parent 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). The Buyer may elect (x) to make a claim under the Escrow Agreement in accordance with the terms thereof (y), to make a claim for cash indemnification hereunder or (z) to make claims under both clauses (x) and (y) of this sentence; provided however, the total amount of indemnification payable to Buyer shall not exceed the amount of the Adverse Consequences. (ii) The Seller shall In the event any of the Target Stockholders breaches (or in the event any third party alleges facts that, if true, would mean any of the Target Stockholders has breached) any of his or its representations, warranties, and covenants contained in this Agreement or the Asset Purchase Agreement or any related agreement or in any document or instrument delivered pursuant thereto or in connection therewith, including without limitation any Side Agreement, and, if there is an applicable survival period pursuant to ss.4(a) above, provided that the Buyer or Parent makes a written claim for indemnification against the Target Stockholder pursuant to ss.6(h) below within such survival period, then the Target Stockholder agrees to indemnify the Buyer or Parent from and against the entirety of any Adverse Consequences the Buyer may suffer or Parent incurs through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer incurs after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date breach (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign lawalleged breach), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall Each of the Target Stockholders agrees, jointly and severally, to indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer Parent from and against the entirety of any Adverse Consequences the Buyer may suffer incurs resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness Liability of the Company existing as Target which is not an Assumed Liability (including any Liability of the Closing Date after adjustment pursuant to Section 2(dTarget that becomes a Liability of the Buyer or Parent under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, under Environmental, Health, and Safety Requirements, under any Tax law or otherwise by operation of law).;

Indemnification Provisions for Benefit of the Buyer. (ia) In Subject to the limitations contained in Section10(d), in the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and representations in Section3 or any of its covenants contained hereinin Section5(f) , andSection6 and Section7, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller within such survival period, then the Seller shall agrees to indemnify the Buyer and Buyer's members, officers, employees and agents (collectively, "Buyer's Indemnified Persons") from and against the entirety of any Adverse Consequences the Buyer may Buyer's Indemnified Persons shall suffer through and after the date of the claim for indemnification caused proximately by the breach, provided however, that the indemnity in this Section10(a) shall not apply at all to matters for which Buyer is indemnifying Seller as provided in this Agreement. Solely for purposes of Seller's indemnification obligations under this Section10(a), any representation or warranty of Seller in Section3 which includes the term "material adverse effect" (including or derivatives or variations of such term) and/or "taken as a whole" shall be construed as if such term instead were "effect" without any additional qualification. (b) The Seller agrees to indemnify the Buyer's Indemnified Persons from and against any Adverse Consequences the Buyer may Buyer's Indemnified Persons shall suffer after caused proximately by any liability which is an Excluded Liability and, to the end extent provided in Section15, with respect to liabilities related to the disposal or migration of any applicable survival period) resulting from, arising out of, relating to, in Hazardous Materials prior to the nature of, or caused by the breach (or the alleged breach)Closing Date. (iic) The Seller shall agrees to indemnify the Buyer Buyer's Indemnified Persons from and against the entirety of any Adverse Consequences the Buyer may Buyer's Indemnified Persons shall suffer resulting from, arising out of, relating to, caused proximately by the failure of Seller to discharge when due liabilities related to employees to the extent provided in the nature of, or caused by any Liability of the Company Section16 hereof. (whether or not accrued or otherwise disclosedd) (x) for any Taxes of the Company Except with respect to any Tax year or portion thereof ending on or before breach of Seller's representations in Section3(a) - (c) and any breach of the Closing Date (or covenants contained in Section5, Section6 and Section7, Seller's indemnification obligations to the Buyer pursuant to Section10(a) shall not exceed $2,000,000 in the aggregate. Buyer agrees that it will not seek indemnification for any Tax year beginning before and ending after the Closing Date claim under Section10(a) relating to the extent allocable breach of a representation or warranty unless the aggregate of all claims under Section10(a) will result in loss to Buyer's Indemnified Persons in excess of $250,000 in the aggregate, provided however, that once such threshold is exceeded, Seller shall indemnify Buyer's Indemnified Persons for all such claims from the first dollar of claims up to the portion of such period beginning before and ending on $2,000,000 limitation specified above. Notwithstanding anything to the Closing Datecontrary contained in this Section10(d), (x) the $2,000,000 limitation and (y) the $250,000 threshold specified herein shall not be applicable with respect to any claim for indemnification for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 breach of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out representations of the ownership Seller in Section3(d) - (n) to the extent Seller has Knowledge (and Buyer did not have Knowledge) of the Shares inaccuracy of such representation or operation warranty as of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches Shareholders breach (or in the event that any third party alleges facts that, if true, would mean that the Seller has Shareholders have breached) any of its their representations, warrantieswarranties (or any of such representations or warranties is untrue or inaccurate), covenants and covenants agreements contained hereinherein or in any certificate, document, instrument or agreement delivered pursuant to this Agreement, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes Indemnified Buyers (as hereafter defined) make a written claim for indemnification against the Seller Shareholders pursuant to Section 12(g) below within such survival periodthe applicable claim period provided in Section above, then the Seller shall Shareholders agree to indemnify the Buyer and each of its officers, directors, employees, representatives and shareholders (the "Indemnified Buyers") from and against the entirety (subject to the provisions of Section 8(g) hereof) of any Adverse Consequences the Buyer Indemnified Buyers may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer Indemnified Buyers may suffer after the end of any applicable survival claim period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller shall Without limiting any other indemnification provided in this Section , and subject to the provisions of Section 8(g) hereof, the Shareholders agree to indemnify the Buyer Indemnified Buyers from and against the entirety of any Adverse Consequences the Buyer they may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes activities of any Person (other than entity which at any time has been owned, in whole or in part, by the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out All of the ownership indemnification obligations of the Shares or operation of the Company prior Shareholders under this Section shall be joint and several, subject to the Closingprovisions of Section 8(g) hereof. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) i. In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) Principals breach any of its their representations, warranties, and covenants contained hereinin this Agreement, and, if there is an applicable survival period pursuant to Section 8(a8(f) above, provided that the Buyer makes a written claim for indemnification against the Seller or Seller Principals within such survival period, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (ii) . The Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwiseSeller. (iii) . The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior agrees to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness Liability of the Company existing as Seller for Taxes of the Seller related to the Acquired Assets. iv. The Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Seller in relation to the termination by the Seller of any of the Seller's employees who are not employed by the Buyer. v. The Seller shall not have any liability to the Buyer for any Adverse Consequences set forth in this Section 8(h) to the extent that such Adverse Consequences are covered by insurance of the Buyer. vi. Notwithstanding anything contained herein to the contrary, the Seller shall have no liability to the Buyer as a result of any breach of any representation, warranty or covenant, to the extent that the Buyer knew that such representation, warranty or covenant was incorrect prior to the Closing Date after adjustment pursuant to Section 2(d)Date, except when such breach is the result of fraud or willful misconduct.

Indemnification Provisions for Benefit of the Buyer. (i) In the event If the Seller or any Shareholder breaches (or in if any Person other than the event any third party Buyer alleges facts that, if true, would mean the Seller or any Shareholder has breached) any of its the representations or warranties of the Seller or any Shareholder contained herein and the Buyer gives notice thereof to the Shareholders' Agent within the Survival Period, or if the Seller or any Shareholder breaches (or if any Person other than the Buyer alleges facts that, if true, would mean the Seller or any Shareholder has breached) any covenants of the Seller or any Shareholder contained herein or any representations, warranties, warranties or covenants of the Seller or any Shareholder contained in any Other Seller Agreement and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against gives notice thereof to the Seller within such survival periodShareholders' Agent, then the Seller shall and the Shareholders agree to jointly and severally indemnify and hold harmless the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (ii) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, to or caused by any Liability of the Company (foregoing regardless of whether the Adverse Consequences are suffered during or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to Survival Period. In determining whether there has been a breach of any representation or warranty contained in Section 3.1 and in determining the extent allocable to amount of Adverse Consequences suffered by the portion Buyer for purposes of such period beginning before and ending on the Closing DateSection 7.1(a)(i) and (y) for the unpaid Taxes of any Person ii), such representations and warranties shall not be qualified (other than by (A) the Companyreference to knowledge set forth in the second sentence of Section 3.1(d) under as it relates to Exhibit 3.1(d)(i) and (B) the references to "material" set forth in Section 1.1502-6 3.1(u)) by "material," "materiality," "in all material respects," "best knowledge," "best of the Regulations adopted under the Code (knowledge" or any "knowledge" or words of similar provision of state, localimport, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d)phrase using any such terms or words.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, warranties and covenants contained hereinherein (other than the representations and warranties in clause 3(a) above), and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against Seller pursuant to clause 14(g) below prior to 31st December 1999 (the Seller within such survival period"Cut-off Date") or, in respect of claims relating to taxation ("Taxation Claims") prior to the sixth anniversary of the Closing Date, then the Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may shall suffer originating prior to and continuing through and after the date of the claim for indemnification (including caused by the breach. There shall be no indemnification for any Adverse Consequences Buyer shall suffer where written notice of the Buyer may suffer claim is first made after the end of any applicable survival period) resulting from, arising out of, relating toCut-off Date or, in respect of Taxation Claims, the nature of, or sixth anniversary of the Closing Date. The Seller shall not have any obligation to indemnify Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty of Seller contained in clause 4 above unless the amount of Buyer's claim in respect thereof, when aggregated with one or more other claims brought against Seller hereunder, exceeds two hundred thousand United States Dollars (US$200,000). The maximum liability of Seller for a breach of any of its representations, warranties and covenants contained herein shall be limited to an amount equal to the aggregate of 50% of the Purchase Price and, if the First Option or the alleged breach). (ii) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting fromSecond Option is exercised, arising out of, relating to, in the nature of, or caused by any Liability 50% of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).First Option

Indemnification Provisions for Benefit of the Buyer. (i) In the event any of the Seller Sellers breaches (or in the event any third party alleges facts that, if true, would mean any of the Seller Sellers has breached) any of its their representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes make a written claim for indemnification against any of the Seller Sellers pursuant to Section 9(h) below within such survival period, then the Seller Controlling Stockholder shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (ii) The Seller Controlling Stockholders shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section Reg. Provision 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller Controlling Stockholders shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by (A) any Liabilities arising out of the ownership of the Shares capital stock of, or the use or operation of the business of the Company prior to the ClosingClosing and (B) any other business or operations (other than of the Company) owned in whole or in part by any of the Sellers. (iv) The Seller Controlling Stockholders shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company or any Subsidiary existing as of the Closing Date after adjustment pursuant Date. (v) Notwithstanding anything herein to Section 2(d)the contrary, Buyer shall not be responsible for indemnification of Buyer until the amount subject to indemnification shall exceed $10,000 in the aggregate nor shall Buyer be required to pay indemnification for more than the Purchase Price absent willful or wanton statements or representations or the intentional failure to disclose any matters of a material nature.

Indemnification Provisions for Benefit of the Buyer. Subject to the limitations set forth in Section 8(e) below: (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller WPEC has breached) any of its material representations, warranties, and covenants contained hereinin the Asset Purchase Agreement, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against WPEC within the Seller within such survival periodperiod set forth in Section 8(a) above, then the Seller shall WPEC, jointly and severally, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences Losses the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Losses the Buyer may suffer after the end of any applicable survival period) period resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller shall WPEC agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences Losses the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of WP-O which is not a Liability (including any Liability of WPEC that becomes a Liability of the Company (whether Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or not accrued successor liability, or otherwise disclosed) (x) for any Taxes by operation of the Company law). This indemnity obligation with respect to Losses arising from any Tax year or portion thereof ending on or before the Closing Date Third Party Claim (or for any Tax year beginning before and ending after the Closing Date as defined below) shall not be limited to the extent allocable to the portion of such survival period beginning before and ending on the Closing Dateset forth in Paragraph 8(a) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwiseabove. (iii) The Seller For purposes of this Section 8, the term "Losses" shall indemnify the Buyer from mean all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, taxes, liens, losses, expenses, and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closingfees, including court costs and reasonable attorneys' fees and expenses. (iv) The Seller At the option of Buyer, Buyer may set off any damages or liabilities due Buyer by reducing its Promissory Note to WPEC. Buyer shall indemnify the Buyer from and have no right of set off against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant EMAC stock issued to Section 2(d)Seller.

Indemnification Provisions for Benefit of the Buyer. (i) In Subject to the limitations set forth in (S) 6(e) below, in the event the Seller breaches Sellers breach (or in the event any third party alleges alleges, in writing, facts that, if true, would mean the Seller has Sellers have breached) any of its their representations, warranties, and covenants contained hereinherein (other than the covenants in (S)2(a) above and the representations and warranties in (S)3(a) above), and, if there is an applicable survival period pursuant to Section 8(a(S)6(a) above, provided that the Buyer makes a written claim for indemnification against the Seller Sellers pursuant to (S)8(d) below within such survival period, then the Seller shall Sellers agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (ii) The Seller shall Subject to the limitations set forth in (S) 6(e) below, in the event the Sellers breach (or in the event any third party alleges, in writing, facts that, if true, would mean any of the Sellers has breached) any of his or its covenants in (S)2(a) above or any of his or its representations and warranties in (S)3(a) above, and, if there is an applicable survival period pursuant to (S)6(a) above, provided that the Buyer makes a written claim for indemnification against the Sellers pursuant to (S)8(h) below within such survival period, then the Sellers agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (iii) Subject to the limitations set forth in (S)6(e) below, the Sellers agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Closing.7 Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with (S)8(c)) to the portion of such period beginning before and ending on the Closing Date), to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Most Recent Balance Sheet (rather than in any notes thereto)[, as such reserve is adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company in filing their Tax Returns, and (y) for the unpaid Taxes of any Person (other than the CompanyCompany ) under Section 1.1502Reg. (S) 1. 1502-6 of the Regulations adopted under the Code 5 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In Subject to the event limitations contained in this Section 8, after the Closing, the Seller breaches Entities hereby jointly and severally agree to indemnify the Buyer and its officers and directors, shareholders and Affiliates against and hold them harmless from any Liability (including reasonable legal fees and expenses, interest, penalties, and all reasonable amounts paid in investigation, defense or in settlement of any of the event foregoing and whether or not any third party alleges facts thatsuch demands, if trueclaims or allegations of Third Party Claims are meritorious) other than punitive damages, would mean lost profit, or consequential, special or incidental damages (a “Loss”) suffered or incurred by any such Indemnified Party caused by, resulting from or arising out of: (A) any breach of any representation or warranty of the Seller has breachedEntities contained in this Agreement; (B) any breach of any covenant of the Seller Entities contained in this Agreement which by its representationsterms requires performance after the Closing Date; (C) any Taxes of any Company attributable to taxable periods ending prior to or on the Closing Date, warranties, and covenants contained herein, and, if other than any Taxes of any Company for which there is an applicable survival period adequate accrual or reserve on the Closing Date Balance Sheet or any Taxes attributable to transactions not in the Ordinary Course of Business occurring after the Closing which are effectuated or initiated by the Buyer or the Company (other than any Section 338(h)(10) Election); or any Taxes of any Person that is a member of an Affiliated Group, or any consolidated, combined or unitary group, of which any Company has been a member on or at any time prior to the Closing Date, including pursuant to United States Treasury Regulation Section 8(a1.1502-6 or any analogous or similar state, local, or foreign law or regulation; (D) aboveTaxes resulting from the Section 338(h)(10) Election (or any comparable election under state, provided local or foreign Tax law); (E) Taxes related to the Overlap Period to the extent allocable to the period ending on the Closing Date as set forth in Section 9(c); (F) any product sold or any services performed by any Company prior to the Closing Date; (G) any Third Party Claim relating to wages or other compensation of any current or former Employees or Contract Workers of any Company, any Employee Benefit Plan or any Environmental, Safety or Health Requirement, in each case arising from events that occurred prior to the Closing Date; (H) any act of fraud, intentional tort or willful misconduct by any Seller Entity or any Company prior to the Closing. The Buyer shall have the right to set off the amount of any Loss indemnifiable under this Section 8(b) against any amounts owed or payable to the Seller Entities under this Agreement, including the Note Amount; provided, however, that except as set forth in Section 2(b)(ii)(A)(II) and Section 2(b)(ii)(B)(I), the Buyer makes may only exercise such right (i) with regard to any claim determined to constitute a written Loss by a court of competent jurisdiction in a non-appealable judgment or (ii) with regard to any other claim for indemnification against the Seller within such survival period, then Entities outstanding on the Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the maturity date of the claim for indemnification (including any Adverse Consequences Note, by depositing the Buyer may suffer after amount due thereunder into an escrow account with a bank, and pursuant to an escrow agreement, reasonably acceptable to 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)Seller Entities. (ii) The Buyer acknowledges and agrees that neither the Seller Entities nor any of their Affiliates shall indemnify have any liability under any provision of this Agreement for any Loss to the extent that such Loss relates to actions taken by or omitted to be taken by the Buyer from and against or any Company after the entirety Closing Date or such Loss arises in the conduct of the business of any Adverse Consequences Company by the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the such Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before after the Closing Date (or for any Tax year beginning before and ending after the Closing Date other than with respect to the extent allocable to the portion of such period beginning before and ending on the Closing DateSection 338(h)(10) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(dElection).

Indemnification Provisions for Benefit of the Buyer. (iA) In the event the The Seller breaches (or in the event any third party alleges facts thatshall indemnify, if true, would mean the Seller has breached) any of its representations, warranties, defend and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that hold harmless the Buyer makes a written claim for indemnification against the Seller within such survival period, then the Seller shall indemnify the Buyer and its Affiliates from and against the entirety of any and all Adverse Consequences the Buyer or any such Affiliate may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer or such Affiliate may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by (a) any breach of a representation or warranty of the Seller contained in this Agreement or in any other Transaction Agreement (other than the representations in Sections 3(l) and 3(m) hereof for which the Seller shall not have any indemnification obligation), (b) any breach of a covenant of the Seller contained in this Agreement or in any other Transaction Agreement (other than breaches of Section 6(k)), (c) any Liability of the Seller with respect to the Division or of the Division Subsidiaries of which Seller had Knowledge and which was not disclosed to the Buyer prior to the Closing (regardless of whether the Liability is an Assumed Liability), or (d) the occurrence or the alleged breach). continuation of any Seller Financial Statement Default; provided, however, that (iix) The the Seller shall not have any obligation to indemnify the Buyer and/or its Affiliates under this Section 8(b)(i)(A) from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, or caused by any breach (or alleged breach) or Liability of the type referred to in clauses (a), (b) and (c) above until the Buyer and/or its Affiliates have suffered Adverse Consequences by reason of all such breaches (or alleged breaches) or Liabilities in excess of a $1 million aggregate deductible (after which point the Seller will be obligated only to indemnify the Buyer from and against further such Adverse Consequences), it being acknowledged that the Seller’s obligation under this Section 8(b)(i)(A) with respect to any matters of the type referred to in clause (d) above shall not be subject to the limitation set forth in this clause (x), (y) in no event shall the total obligation of the Seller to indemnify the Buyer and its Affiliates under this Section 8(b)(i)(A) from and against Adverse Consequences exceed $15 million in the nature aggregate with respect to Adverse Consequences resulting from, arising out of, relating to, or caused by breaches (or alleged breaches), Liabilities or matters of the type referred to in clauses (a), (b), (c) and (d) above (other than breaches of Section 6(e)) that occur prior to the first anniversary of the Closing Date, and (z) in no event shall the total obligation of the Seller to indemnify the Buyer and its Affiliates under this Section 8(b)(i)(A) from and against Adverse Consequences exceed the Second Cap Amount with respect to Adverse Consequences resulting from, arising out of, relating to, or caused by (1) breaches (or alleged breaches) or Liabilities of the type referred to in clauses (a), (b) and (c) above (other than breaches of Section 6(e)) that occur after the first anniversary of the Closing Date and no later than 18 months after the Closing Date and/or (2) matters of the type referred to in clause (d) above that occur after the first anniversary of the Closing Date and no later than the third anniversary of the Closing Date. (B) Without limiting the Seller’s obligations under Section 8(b)(i)(A) above (the “Base Indemnification”), if, as a result of clause (x), (y) or (z) of the proviso in the Base Indemnification, the Seller is not obligated to indemnify, defend and hold harmless the Buyer and its Affiliates from and against any Adverse Consequences the Buyer or any such Affiliate may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer or such Affiliate may suffer after the end of any applicable survival period) resulting from, arising out of, or caused by a breach of the representations contained in Section 3(a) or Section 3(b), then the Seller agrees that it will pursuant to this Section 8(b)(i)(B) (the “Supplemental Indemnification”) indemnify, defend and hold harmless the Buyer and its Affiliates from and against such Adverse Consequences, provided that (x) in no event shall the total obligation of the Seller to indemnify the Buyer and its Affiliates under this Section 8(b)(i)(B) from and against such Adverse Consequences exceed $15 million and (y) in no event shall the Supplemental Indemnification apply to any such Adverse Consequences resulting from, arising out of, or caused by a breach of the representations contained in Section 3(a) and Section 3(b) that occurs after the third anniversary of the Closing Date. (ii) The Seller shall indemnify, defend and hold harmless the Buyer and its Affiliates from and against any and all Adverse Consequences the Buyer or any such Affiliate may suffer through and after the date of the claim for indemnification to the extent resulting from, arising out of, relating to, or caused by: (A) any Seller Retained Liability; (B) any Liability of the Company (whether Seller or not accrued or otherwise disclosed) (x) for any Taxes of the Company Division Subsidiaries for unpaid Tax Liabilities with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date), to the extent such Tax Liabilities are not reflected on the face of the Final Closing Balance Sheet (rather than in any notes thereto and excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) and to the extent that such Tax Liabilities or the payment thereof does not create a realized reduction in Tax Liabilities to the Buyer or Selected Subsidiaries; (yC) any Liability of any of the Division Subsidiaries for the unpaid Taxes of any Person (other than including the CompanySeller and its Subsidiaries) under Reg. Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contractContract, or otherwise; (D) any breach of Seller’s obligations under Section 6(k); or (E) any stamp duty arising in connection with the transfer of Roxio UK Ltd. to the Buyer. (iii) The In the event that any Liability described in Section 8(b)(ii) is also described in Section 8(b)(i), the obligation of Seller shall indemnify the Buyer from be determined under Section 8(b)(ii) and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior shall not be subject to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety limitations of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d8(b)(i).

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to to Section 8(a6(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to Section 8(g) below within such survival period, then the Seller shall Parent agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the written claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival periodperiod that are related to such written claim) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller shall Parent agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company Target (whether or not accrued or otherwise disclosed) (xA) for any income Taxes of any Affiliated Group filing a consolidated return that includes the Company Target with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date), to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Most Recent Balance Sheet (rather than in any notes thereto), and (yB) any other Taxes of the Target that are or were due and payable on or prior to the Closing Date, to the extent such Taxes are not reflected in the reserve for, or as a Tax liability in the Most Recent Balance Sheet, and (C) for the due and unpaid Taxes of any Person (other than any of the CompanyTarget and its Subsidiaries) for any period ending on or before the Closing Date under Reg. Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, successor or by contract, or otherwisecontract (other than customary indemnification provisions contained in contracts entered into by the Target in the Ordinary Course of Business). (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior agrees to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness events or acts or omissions of the Company existing as Seller or the Target occurring before the Closing including, but not limited to, anything set forth in Section 4(j) of the Closing Date after adjustment pursuant Disclosure Schedule arising prior to Section 2(d)the Closing.

Indemnification Provisions for Benefit of the Buyer. (i) In Subject strictly to the limitations set forth inss.8(b)(v) below, in the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its his representations, warranties, warranties and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(atoss.8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant toss.8(d) below within such survival period, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (ii) The Subject strictly to the limitations set forth in ss.8(b)(v) below, the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) Target for any Taxes of the Company Target with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with ss.9(c)) to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller's indemnification obligations set forth in ss.8(b)(i) through ss.8(b)(iv) above shall be strictly limited by the following limitations and conditions: (A) The Seller shall not be obligated to indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by the breach of any Indebtedness representation and warranty by the Seller until the Buyer has suffered Adverse Consequences by reason of any single breach in excess of a Seven Thousand Five Hundred Dollar ($7,500.00) threshold, at which point the Seller will be obligated to indemnify the Buyer from and against all Adverse Consequences the Buyer may suffer as a result of such single breach back to the first dollar (the "Basket"). (B) The Seller's maximum aggregate liability to the Buyer for any and all Adverse Consequences resulting from, arising out of, relating to, in the nature of, or cause by the breach of any representation and warranty by the Seller shall not exceed Three Hundred Fifty Thousand Dollars ($350,000.00) (the "Cap"). (C) Notwithstanding anything to the contrary contained in ss.8(b)(iii)(A) and ss.8(b)(iii)(B) hereof, neither the Basket nor the Cap shall apply to, and the Seller shall be obligated to fully indemnify the Buyer from and against, any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the fraud of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d)Seller.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller within such survival periodin this Agreement, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (ii) The Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by by: (A) any Liability of the Company Seller not listed on Schedule B (whether including any Liability of the Seller that becomes a Liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or not accrued successor liability, or otherwise disclosedby operation of law); (B) (x) for any Taxes Liability of the Company Seller for unpaid Taxes, with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for including, but not limited to, any Taxes assessed as a result of the unpaid Taxes current sales tax audit or as a result of any Person (other than audit of the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise.; (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior agrees to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness the Seller's operation of the Company existing as of business prior to the Closing, provided, however, that the Buyer will hold the Seller harmless for any Adverse Consequences arising after one year following the Closing Date after adjustment pursuant to Section 2(d)resulting from the sale, rental or service of the Acquired Assets.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches Shareholders breach (or in the event that any third party alleges facts that, if true, would mean that the Seller has Shareholders have breached) any of its their representations, warrantieswarranties (or any of such representations or warranties is untrue or inaccurate), covenants and covenants agreements contained hereinherein or in any certificate, document, instrument or agreement delivered pursuant to this Agreement, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes Indemnified Buyers (as hereafter defined) make a written claim for indemnification against the Seller Shareholders pursuant to Section 14(g) below within such survival periodthe applicable claim period provided in Section 10(a) above, then the Seller shall Shareholders agree to indemnify the Buyer and each of its officers, directors, employees, representatives and shareholders (the "Indemnified Buyers") from and against the entirety of any Adverse Consequences the Buyer Indemnified Buyers may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer Indemnified Buyers may suffer after the end of any applicable survival claim period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach) during any applicable claim period; provided, however, that the Shareholders shall not have any obligation to indemnify the Indemnified Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty of the Shareholders contained in Section 5 above (other than those in Section 5(a)-5(c), Section 5(j), Section 5(x) and Section 5(z)): (A) until the Indemnified Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $250,000 aggregate deductible (after which point the Shareholders will be obligated only to indemnify the Indemnified Buyer from and against Adverse Consequences in excess of that amount) or thereafter (B) to the extent that the Adverse Consequences the Indemnified Buyer has suffered by reason of all such breaches exceeds a $23,250,000 aggregate ceiling (after which point the Shareholders will have no obligation to indemnify the Buyer from and against further such Adverse Consequences). (ii) The Seller shall Shareholders agree to indemnify the Buyer Indemnified Buyers from and against the entirety of any Adverse Consequences the Buyer they may suffer resulting from, arising out of, relating to, in the nature of, or caused by the activities of any Liability of entity which at any time has been owned, in whole or in part, by the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company under common control with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall Without limiting any other indemnification provided in this Section 10, the Shareholders agree to indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer Indemnified Buyers from and against the entirety of any Adverse Consequences the Buyer they may suffer resulting from, arising out of, relating to, in as a result of a taxing authority taking the nature of, position that any former or caused by any Indebtedness current subcontractor of the Company existing should have been, at any time prior to the Closing Date, treated as an employee of the Closing Date after adjustment pursuant to Company. (iv) All of the indemnification obligations of Shareholders under this Section 2(d)10 shall be joint and several.

Indemnification Provisions for Benefit of the Buyer. (i) 6.2.1. In the event any of the Seller Sellers breaches (or in the event any third party alleges facts that, if true, would mean any of the Seller Sellers has breached) any of its their representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) 6.1 above, provided that the Buyer makes a written claim for indemnification against any of the Seller Sellers pursuant to Section 8.8 below within such survival period, then each of the Seller shall Sellers agrees to indemnify the Buyer and the Company from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (ii) The Seller shall 6.2.2. Each of the Sellers agrees to indemnify the Buyer and the Company from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with Section 7.2) to the portion of such period beginning before and ending on the Closing Date), to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Most Recent Balance Sheet, and (y) for the unpaid Taxes of any Person (other than the Company) under Reg. Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall 6.2.3. Each of the Sellers agrees to indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by (A) any Indebtedness operations of the Company existing as prior to the Closing Date, or (B) any Product sold, manufactured, distributed or licensed by the Company or any services provided by the Company prior to the Closing Date, or (C) any acts or omissions of the Company or any of its managers, officers, employees, Ambassadors or agents, or the ownership, lease or control of property by the Company prior to the Closing Date, or (D) any claims by creditors of the Company that they are owed more than the settlement amounts listed in Section 4.29 of the Disclosure Schedule or on the Audited Closing Date after adjustment pursuant Balance Sheet, or (E) any Ambassador of the Company claiming that he or she is exempt from or excepted out of any requirements of the Company’s network marketing plan or any related policies or procedures or, following the Closing, is exempt from or excepted out of any requirements of the network marketing plan of the Buyer or any of its Affiliates or any related policies or procedures or any Ambassador claiming any special terms or compensation other than those terms and that compensation offered generally to Section 2(d)participants in the standard network marketing plans of the Company or the Buyer or its Affiliates or any related policies and procedures or (F) any Liabilities not reflected on the Audited Closing Date Balance Sheet. 6.2.4. Each of the Sellers agrees to indemnify the Buyer and the Company from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by the conversion of the Company’s network marketing plan following the Closing to the Buyer’s network marketing plan or the modification, amendment or alteration of the Company’s network marketing plan by the Buyer following the Closing.

Indemnification Provisions for Benefit of the Buyer. (ia) In the event that the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, covenants and covenants agreements contained hereinin this Agreement, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller within such survival periodprior to the fifth anniversary of the Closing Date, then the Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (ii) The Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of or caused by the breach. The Parties acknowledge that Seller is in breach of numerous representations and warranties made herein and that, notwithstanding such acknowledgement and Buyer's prior awareness thereof, Buyer shall be entitled to indemnification therefore in accordance herewith. (b) The Seller also agrees to indemnify the Buyer and its affiliates, officers, employees, agents and representatives (the "Indemnified Parties") from and against the entirety of any Adverse Consequences they may suffer resulting from, arising out of, relating to, in the nature ofconnection with, or caused by by: (i) any liability, act, event, occurrence or circumstances in respect of or relating to any Company that occurred prior to the Effective Time, other than the Assumed Liabilities; (ii) any Liability of the Company (whether or not accrued or otherwise disclosed) (x) Companies for any unpaid Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date Effective Time (or for any Tax year beginning before and ending after the Closing Date Effective Time to the extent allocable to the portion of such period beginning before and ending on immediately prior to the Closing Date) and (y) for the unpaid Taxes of any Person (Effective Time), other than an amount of such Taxes as are included in the Company) under Section 1.1502-6 of the Regulations adopted under the Code (Assumed Liabilities; or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences suffered by them in defending or otherwise becoming involved in any proceeding directly or indirectly relating to the Buyer may suffer resulting fromtransactions contemplated hereby, arising out ofincluding without limitation actions by Seller's or Companies' creditors involving the Indemnified Parties, relating to, in the nature of, or caused by any Indebtedness and specifically including as Adverse Consequences 150% of the Company existing time value of Buyer's employees lost to involvement in any such proceedings, but excluding actions as of to which Seller enjoys a right to indemnification hereunder, and excluding actions wherein the Closing Date after adjustment pursuant Indemnified Party is adjudged to Section 2(d)have acted with criminal intent. Any amounts due Buyer or an Indemnified Party from Seller hereunder may be satisfied by Buyer offsetting its obligations under the Note or under any other monetary obligation owing to Buyer from Seller.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, warranties and covenants contained herein, herein and, if there is an applicable survival period pursuant to Section 8(a9(a) above, provided that the Buyer makes a written claim for indemnification against to the Seller within such survival period, then the Seller shall (including any successor to any substantial portion of the remaining businesses of the Seller and its Subsidiaries) agrees, subject to Section 9(d), to indemnify the Buyer and its officers, directors and controlling persons from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (ii) The Seller shall (including any successor to any substantial portion of the remaining businesses of the Seller and its Subsidiaries) agrees to indemnify the Buyer and its officers, directors and controlling persons from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of Xxxxxxxx and its Subsidiaries, including (but not limited to) the Company unpaid Taxes of any Person (other than any of Xxxxxxxx and its Subsidiaries) under Treas. Reg. Section 1. 1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise, with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with Section 10(c)) to the portion of such period beginning before and ending on the Closing Date), to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) and (y) for shown on the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 face of the Regulations adopted under April 25 Balance Sheet (it being understood that any such indemnification shall not be available to the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out extent that indemnification has already been made in respect of the ownership of same Adverse Consequence pursuant to Section 9(b)(i) above). There will be no Liability included in the Shares Tax Liability on the April 25 Balance Sheet for income Tax cushions or operation of the Company Tax on any transactions or restructuring which are undertaken prior to the Closing. (iv) The Seller shall indemnify Closing because of this Agreement, except to the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, extent that such items were included in the nature of, or caused by any Indebtedness of Tax Liability on the Company existing as of the Closing Date after adjustment pursuant to Section 2(d)Initial Balance Sheet.

Indemnification Provisions for Benefit of the Buyer. Except as limited in (i) In the event below, if the Seller breaches (or in the event if any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained hereinin this Agreement, and, if there is an applicable survival period pursuant to Section 8(a) above, and provided that the Buyer makes a written claim for indemnification against the Seller pursuant to Section 10(g) below within such the survival periodperiod specifying in reasonable detail the breach of the misrepresentation, warranty or covenant that has occurred and the Adverse Consequences that have and will occur as a result thereof, then the Seller shall agrees to indemnify the Buyer, its Affiliates, and each of its and its Affiliates’ employees, officers, directors and agents (each a “Buyer Indemnified Party”) from and against the entirety of any Adverse Consequences the any Buyer Indemnified Party may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the any Buyer Indemnified Party may suffer after the end of any applicable the survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). . In addition, notwithstanding the limitation in (i) of this Section 8 below, the Seller will indemnify, defend and hold harmless any Buyer Indemnified Party, from and against any and all Adverse Consequences that such Buyer Indemnified Party may suffer from or arising out of (i) any intentional misconduct or gross negligence on the part of the Seller in performing any activity contemplated by this Agreement; (ii) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company Seller that is not an Assumed Liability (whether including any Liability of the Seller that becomes a Liability of any Buyer Indemnified Party under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or not accrued successor Liability, or otherwise disclosedby operation of law); and (iii) (x) for any Taxes Liability of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) Seller for the unpaid Taxes of any Person (other than the Companyincluding Seller) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the event (A) the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its his representations, warranties, and covenants contained herein, and, herein and (B) if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer, PubCo or their respective affiliates, officers, agents, employees, directors and advisors (collectively “Buyer Indemnitees”) makes a written claim for indemnification against the Seller pursuant to Section 11(g) below and delivers such claim to Seller within such survival period, then then, subject to the limitations herein, the Seller shall agrees to indemnify the Buyer Indemnitees from and against the entirety of any Adverse Consequences and all claims, losses, damages and liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of, or based on, any such breach (collectively, “Indemnified Damages”) the Buyer Indemnitees may suffer through and suffer, whether incurred before or after the date of the claim for indemnification (including any Adverse Consequences Indemnified Damages the Buyer Indemnitees 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). (ii) The Seller shall agrees to indemnify the Buyer Indemnitees from and against the entirety of any Adverse Consequences Indemnified Damages the Buyer Indemnitees may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of either of the Company (whether or not accrued or otherwise disclosed) Companies (x) for any Taxes of the Company Companies with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with Section 9(c)) to the portion of such period beginning before and ending on the Closing Date), to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Most Recent Balance Sheet (rather than in any notes thereto), as such reserve is adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Companies in filing their Tax Returns and (y) for any Taxes that AMBI incurs as a result of adjustments required under Code Section 446, 448 or 481 in respect of a change of AMBI’s method of accounting from the unpaid Taxes “cash” method to the “accrual” method, whether prior to or upon Closing, determined as if the adjustment to income arising under such Code sections as a result of any Person (other such change is, to the extent attributable to periods beginning on or after the Closing Date, taken into account currently rather than over time, that the Company) under Section 1.1502-6 Tax on the income, if any, arising as a result of such adjustment is due currently rather than over time, and that the Regulations adopted under Tax thereon shall be calculated by using the Code (or any similar provision of maximum marginal federal, state, local, local and foreign corporate income Tax rates applicable the day after the Closing Date irrespective of whether Buyer or foreign law), PubCo might be in a lower tax bracket or whether losses thereof might offset the income arising as a transferee or successor, by contract, or otherwise.result of such adjustment (iii) The Seller shall agrees to indemnify the Buyer Indemnitees from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify Indemnified Damages the Buyer from and against the entirety of any Adverse Consequences the Buyer Indemnitees may suffer resulting from, arising out of, relating to, in the nature of, or caused by the failure of the Seller or the Companies to comply with Section 5(l) or 6(h) of the Agreement. (iv) The Seller agrees to indemnify the Buyer Indemnitees from and against the entirety of any Indebtedness Indemnified Damages the Buyer Indemnitees may suffer resulting from, arising out of, relating to, in the nature of, or caused by either of the Companies being required to accept returns of any of the products listed on Schedule 8.1(b)(iv) and issue credits as a result of one or more recalls of one or more of such products due to a labeling defect. For the purposes of this Section, a “recall” shall mean the removal or correction of such product that the U.S. Food and Drug Administration considers to be in violation of the laws it administers and against which the agency would initiate legal action. Recall does not include removal or correction of such product which involves a minor violation that would not be subject to legal action by the U.S. Food and Drug Administration or which involves no violation, such as normal stock rotation practices. The maximum aggregate liability of Seller for Indemnified Damages or liabilities to Buyer Indemnities under this Section 8(b)(iv) shall be $1,400,000. (v) Notwithstanding anything to the contrary in this Agreement, the Seller shall not be obligated to indemnify the Buyer Indemnitees for any claim or claims for indemnification under Section 8(b)(i) if the aggregate dollar value of such claim or claims does not exceed $50,000 (the “Basket”). If the aggregate dollar value of such claim or claims exceeds the Basket, then the Buyer Indemnitees shall be indemnified for all such claims for the full amount from the first dollar, subject to the limitations in Section 8(b)(v) below. (vi) Notwithstanding anything to the contrary in this Agreement, the maximum aggregate liability of Seller for Indemnified Damages or liabilities to Buyer Indemnities under this Agreement, arising under whatever theory of recovery, shall be $1,400,000. Notwithstanding the foregoing, the maximum amount set forth in the preceding sentence shall not apply with respect to the Excluded Matters, the matters addressed in Section 8(b)(ii), (iii) or (iv) of the Agreement or fraud, intentional misrepresentation or misconduct. Furthermore, if Buyer or PubCo is alleging a breach or inaccuracy in the representations or warranties made by the Seller in Section 4(f), and Buyer or PubCo had Knowledge of such breach or inaccuracy prior to the Closing, and such breach or inaccuracy relates to (A) the timing of revenues or expenses reflected in, (B) the propriety or necessity of certain adjustments made in or (C) other matters of presentation, in each case solely with respect to the audited Financial Statements, then such Purchaser shall not be entitled to assert such breach or inaccuracy and shall bring no action, claim or proceeding therefor; provided, nothing herein shall excuse Seller’s or either of the Companies’ provision to the independent auditing firm of inaccurate or fraudulent information. (vii) The Buyer and PubCo may and are hereby authorized at any time and from time to time to set off and apply against any sum which is due and payable to the Seller by the Buyer or PubCo under Section 8(c) any sum, liability or other obligation which may be owed to Buyer Indemnitees by the Seller under this Agreement, pending final determination of such matters. (viii) The Buyer and PubCo shall first recover any amounts due and payable by the Seller to the Buyer or PubCo under this Section 8 by adjusting downward the outstanding principal balance of the Subordinated Note up to $1,400,000 (the “Maximum Adjustment Amount”) in accordance with the terms and conditions set forth in the Subordinated Note. If the amounts due and payable exceed the Maximum Adjustment Amount under the Subordinated Note, then such amounts shall be satisfied next by Seller’s redelivery of PubCo Stock and cancellation thereof (with the value of a share of stock deemed to be equal to the higher of (A) $2.00 per share, or (B) the average closing price of the Common Stock for the five (5) trading days immediately following the public announcement of the Closing); next, following exhaustion of the PubCo Stock received by Seller, by cancellation of an amount of interest then principal of any remaining Convertible Note; next, following exhaustion of the Convertible Note, by cancellation of an amount of interest then principal of the balance of the Subordinated Note; and, last, by Seller’s payment of an amount of cash equal to the remaining amount of Seller’s indemnity obligation. The rights under this Section 8(b) shall be the sole remedy of the Buyer, PubCo, and any affiliate, officer, director, employee or shareholder of Buyer or PubCo for any claims against the Seller arising from this Agreement, or from the sale of the Company existing as Shares or any other claim arising out of the Closing Date after adjustment pursuant to Section 2(dTransactions (including, but not limited to, the Initial Merger or any other related transaction).

Indemnification Provisions for Benefit of the Buyer. (i) In the event If the Seller breaches (or in the event if any third party alleges facts that, if true, would mean that the Seller has breached) any of its representations, warranties, and warranties or covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller within such survival periodin this Agreement, then the Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences which the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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 the Seller and the Stockholder shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences caused by the breach of any representation, warranty or covenant of the Seller or the Stockholder (A) until the sum of the Adverse Consequences suffered by the Buyer by reason of the Seller or Stockholder exceeds a $10,000 aggregate deductible (after which point the Seller and the Stockholder will be obligated to indemnify the Buyer from and against further such Adverse Consequences) or (B) to the extent the Adverse Consequences the Buyer has suffered by reason of all such breaches exceeds a $4,150,000 aggregate ceiling (after which point the Seller and the Stockholder will have no obligation to indemnify the Buyer from and against further such Adverse Consequences). The foregoing deductible and ceiling provisions shall not apply to any breach by the Seller or the Stockholder of the aforementioned representations and warranties if the Seller or the Stockholder had knowledge of such breach at any time prior to the date on which such representation or warranty is made or to any breach of any covenant of the Seller or the Stockholder, and the Seller and the Stockholder shall be liable for the entirety of such Adverse Consequences with respect to such breaches. (ii) The In addition to, and without limiting in any way, the Seller's liability and obligations under any other provision of this ss.8(b), the Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences which the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by by: (A) any Liability of the Company Seller which is not an Assumed Liability (whether including any Liability of the Seller that becomes a Liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or not accrued successor liability, or otherwise disclosedby operation of law); or (B) any Liability of the Seller (xother than the Assumed Liabilities) for any Taxes of the Company unpaid Taxes, with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for including, but not limited to, any Taxes assessed as a result of the unpaid Taxes current sales tax audit or as a result of any Person (other than the Company) under Section 1.1502-6 audit of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwiseSeller. (iii) The Seller shall indemnify In addition to, and without limiting in any way, the Buyer from Seller's liability and against obligations under any other provision of this ss.8(b), the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences which the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness the Seller's operation of the Company existing as of business prior to the Closing Date after adjustment pursuant to Section 2(d(other than the Assumed Liabilities).

Indemnification Provisions for Benefit of the Buyer. (ia) In the event If the Seller or any Shareholder breaches (or in if any Person other than the event any third party Buyer alleges facts that, if true, would mean the Seller or any Shareholder has breached) any of its the representations or warranties of the Seller or any Shareholder contained herein and the Buyer gives notice thereof to the Shareholders' Agent within the Survival Period, or if the Seller or any Shareholder breaches (or if any Person other than the Buyer alleges facts that, if true, would mean the Seller or any Shareholder has breached) any covenants of the Seller or any Shareholder contained herein or any representations, warranties, warranties or covenants of the Seller or any Shareholder contained in any Other Seller Agreement and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against gives notice thereof to the Seller within such survival periodShareholders' Agent, then the Seller shall and the Shareholders agree to jointly and severally indemnify and hold harmless the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (ii) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, to or caused by any Liability of the Company (foregoing regardless of whether the Adverse Consequences are suffered during or not accrued after the Survival Period. In determining whether there has been a breach of any representation or otherwise disclosed) (x) warranty contained in Section 3.1 and in determining for any Taxes purposes of the Company with respect preceding sentence the amount of Adverse Consequences suffered by the Buyer, such representations and warranties shall not be qualified (other than by (A) the reference to any Tax year or portion thereof ending on or before "knowledge" set forth in the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion last sentence of such period beginning before and ending on the Closing DateSection 3.1(o) and (yB) for the unpaid Taxes references to "material" set forth in Section 3.1(t)) by "material," "materiality," "in all material respects," "best knowledge," "best of any Person (other than the Company) under Section 1.1502-6 knowledge" or "knowledge" or words of the Regulations adopted under the Code (or any similar provision of state, localimport, or foreign law), as a transferee by any phrase using any such terms or successor, by contract, or otherwise. (iii) words. The Seller shall and the Shareholders also agree to jointly and severally indemnify and hold harmless the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting which result from, arising arise out of, relating relate to or are caused by (i) any Liability of the Seller or any Shareholder not included in the Assumed Liabilities (including, without limitation, those concerning Hazardous Materials or the failure of the Seller, any Shareholder or any predecessor to comply with any Environmental Obligation or other Legal Requirement), (ii) any act or omission of the Seller, any Shareholder or any predecessor with respect to, or any event or circumstance related to, the Seller's, any Shareholder's or any predecessor's ownership, occupation, use or operation of any of the Acquired Assets, the Excluded Assets or any other assets or properties or the conduct of its or their business, regardless, in the nature ofcase of clause (i) or (ii), of whether or caused by any Indebtedness not such Liability, act, omission, event or circumstance occurred or existed prior to or at the Closing Date, of the Company existing as of whether a claim with respect to such matter was asserted before or is asserted after the Closing Date after adjustment and of whether or not such Liability, act, omission or matter was known or disclosed to the Buyer, was disclosed on any Exhibit hereto or is a matter with respect to which the Seller or any Shareholder did or did not have knowledge, and (iii) any Liability resulting from any failure of the parties to comply with any applicable bulk sales or transfer Legal Requirement in connection with the transactions contemplated by this Agreement. 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 party against whom such claim is asserted, the dispute will be resolved by arbitration pursuant to Section 2(d)this Agreement.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, agreements and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(aherein (other than those contained in SECTION 3(A) above), and provided that the particular representation, warranty, agreement or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Seller pursuant to SECTION 10(G) below within such the applicable survival period, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any the applicable survival period; PROVIDED THAT the Buyer asserted its claim for indemnification prior to the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of or caused by the breach; PROVIDED, HOWEVER, that the Seller shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of or caused by the breach of any representation or warranty of the Seller contained in SECTION 4 above (A) until the Buyer has suffered by reason of any breaches aggregate losses in excess of a $250,000 threshold (at which point the Seller will be obligated to indemnify the Buyer from and against all aggregate losses in excess of $25,000) and (B) if the Seller has already paid any claims for indemnification pursuant to this Section 8(b)(i) in excess of $5,000,000 (or the alleged breachPurchase Price, as adjusted, in the case of Sections 4(b), (h), and (u)) individually or in the aggregate (after which point the Seller shall have no obligation to indemnify the Buyer from and against further such Adverse Consequences). Notwithstanding anything herein to the contrary, it is understood and agreed that the disclosures relating to environmental matters on Schedule 4(r) are included herein for informational purposes only and shall not be deemed to qualify or otherwise alter, affect or limit the representations and warranties made by the Seller in Section 4(r) hereof (and any purported breach of the representation and warranty contained in Section 4(r) shall be tested without regard to such disclosures relating to environmental matters on Schedule 4(r) for purposes of Section 8(b)). Notwithstanding anything herein to the contrary, it is understood and agreed that Seller will not be liable to Buyer for any breach of the representations and warranties contained in Sections 4(w) and 4(x) above to the extent that an appropriate adjustment to Xxxxxx'x accounts receivables or inventory entries to the Net Working Capital of Mercer at Closing has been made. (ii) The In the event any Seller shall breaches any of its representations and warranties contained in SECTION 3(A) herein and provided that the Buyer makes a written claim for indemnification against such Seller pursuant to SECTION 10(G) below within the applicable survival period, then the Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period; PROVIDED THAT the Buyer asserted its claim for indemnification prior to the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of, of or caused by the breach; PROVIDED, HOWEVER, that the Seller shall not have any Liability of obligation to indemnify the Company (whether Buyer from and against any Adverse Consequences resulting from, arising out of, relating to or not accrued or otherwise disclosed) (x) for any Taxes of caused by the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise.breach (iii) The Seller shall agrees to indemnify the Buyer from and against the entirety of any Liabilities arising out brokerage fees or investment banking commissions due by the Seller or Mercer by reason of the ownership of the Shares or operation of the Company prior to the Closingtransactions contemplated by this Agreement. (iv) Seller shall indemnify Buyer and Mercer for (A) breaches of any representations and warranties in Section 4(h)(iv), (v) and (vi), (B) all liability for Taxes of the Seller and its subsidiaries, including Mercer, for all Pre-Closing Tax Periods and for the portion of all Straddle Periods that ends on the Closing Date, (C) all Section 338 Taxes other than Section 338 Delta and (D) all liability for reasonable legal and accounting fees and expenses incurred with respect to any item indemnified pursuant to clauses (A), (B) and (C) above. The indemnification obligations of the parties set forth in this subsection (iv) shall survive until the expiration of the applicable statute of limitations relating to the Taxes that are the subject of the indemnification obligation. (v) The Seller shall indemnify be liable for, and hereby agrees to indemnify, the Buyer for and all liability associated, directly or indirectly, with the stay-on bonuses. (vi) Seller shall be liable for, and hereby agrees to indemnify, subject to the dollar limitations of Section 8(b)(i), the Buyer, its successors, and successors in interest, from and against the entirety of any Adverse Consequences the Buyer Buyer, its successors, and successors in interest may suffer resulting from, arising out of, or relating to, to liability attributable to Xxxxxxx Inc. or any of its affiliates in the nature of, or caused by respect to any Indebtedness contamination of the Company existing as Real Property or facility thereon with hazardous materials, the existence, storage or presence of hazardous materials in, on or under the Closing Date after adjustment pursuant to Section 2(dfacility or the buildings, structures and all other improvements on any portion of such Real Property or the emission, disposal, deposit, release or discharge of hazardous materials (whether on or off such Real Property or facility).

Indemnification Provisions for Benefit of the Buyer. (i) In the event any of the Seller or Target or its Subsidiaries breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its their representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a§7(a) above, provided that the Buyer makes a written claim for indemnification against the Seller or Target pursuant to §7(d) below within such survival period, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (ii) The Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of any of the Company (whether or not accrued or otherwise disclosed) Target and its Subsidiaries (x) for any Taxes of the Company Target and its Subsidiaries with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with §8(c)) to the portion of such period beginning before and ending on the Closing Date), to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Balance Sheet, and (y) for the unpaid Taxes of any Person (other than any of the CompanyTarget and its Subsidiaries) under Section Reg. §1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The As of Closing and pursuant to §2 of this Agreement, each of the Buyers, the Seller shall indemnify and an escrow agent to be reasonably chosen by mutual agreement of the Buyer from and against the entirety Seller (the “Escrow Agent”) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit A (the “Escrow Agreement”), and ACCESSWIRE Canada shall deposit the Escrow Amount with the Escrow Agent to be held as a trust fund (the “Escrow Fund”) for the purpose of securing the indemnification obligations set forth in this §7 and the post-closing adjustment payment obligations set forth in §2. The Escrow Fund shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof. The Escrow Fund shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any Liabilities arising out creditor of any party, and shall be held and disbursed solely for the purposes and in accordance with the terms of the ownership Escrow Agreement. For purpose of clarity, the Shares or operation of Escrow Agreement shall instruct the Company prior Escrow Agent to release the Escrow Funds (to the Closing. (ivextent such Escrow Funds remaining available) The to the Seller shall indemnify on the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as eighteen-month anniversary of the Closing Date after adjustment pursuant to Section 2(d)Date, including any interest accrued on the Escrow Fund.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) 1. If any of its the Sellers breaches any of the Sellers' representations, warranties, and covenants contained hereinin this Agreement, and, and if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller Principal Sellers as provided in this Agreement within such survival periodthe relevant Survival Period, then the Seller shall Principal Sellers agree, jointly and severally, to indemnify the Buyer from and against the entirety of any Adverse Consequences Damages the Buyer may suffer through and suffer, whether those Damages occurred during or after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) Survival Period, resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) 2. The Seller shall Principal Sellers, jointly and severally, hereby indemnify and hold harmless the Buyers and SDL from any and all Liability for Taxes imposed or assessed on the Buyer or on SDL after the Closing Date, resulting from and against the entirety operation of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or SDL before the Closing Date (that have not been paid or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing accrued as of the Closing Date after adjustment pursuant Date, or from Taxes imposed or assessed on SDL as a result of the Transactions, without regard to the limits set forth in the following paragraph and for the period of the applicable statute of limitation. 3. Notwithstanding anything in Section 2(dVIII.B.1 to the contrary, and subject to the provisions of Section VIII.B.2 and the following sentence, the Buyer will not be entitled to any indemnification under Section VIII.B.1 if the aggregate amount of all claims thereunder is less than $100,000; provided, however, that if the aggregate amount of all claims equals or exceeds $100,000, then the Buyer will be entitled to full indemnification of all claims under Section VIII.B.1 to the extent they are, in the aggregate, $100,000 or more. Notwithstanding the foregoing, if any claim arises with respect to the representations and warranties set forth in Section IV.C.2 (Capitalization), the Buyer will be entitled to full indemnification under Section VIII.B.1 with respect to that claim, regardless of the amount of that or any other claim, singly or in the aggregate. The Parties do not intend that this exception amount shall be deemed to be a definition or limitation of what is "material" for any purpose under this Agreement.

Indemnification Provisions for Benefit of the Buyer. (ia) In If any Seller or the event the Seller Shareholder breaches (or in if any Person other than the event any third party Buyer alleges facts that, if true, would mean any Seller or the Seller Shareholder has breached) any of its the representations or warranties of any Seller or the Shareholder contained herein and the Buyer gives notice thereof to the Sellers' Agent within the Survival Period, or if any Seller or the Shareholder breaches (or if any Person other than the Buyer alleges facts that, if true, would mean any Seller or the Shareholder has breached) any covenants of any Seller or the Shareholder contained herein or any representations, warranties, warranties or covenants of any Seller or the Shareholder contained in any Other Seller Agreement and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against gives notice thereof to the Seller within such survival periodSellers' Agent, then the Seller shall Sellers and the Shareholder agree to jointly and severally indemnify and hold harmless the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (ii) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, to or caused by any Liability of the Company (foregoing regardless of whether the Adverse Consequences are suffered during or not accrued after the Survival Period. In determining whether there has been a breach of any representation or otherwise disclosed) (x) warranty contained in Section 3.1 and in determining for any Taxes purposes of the Company with respect to any Tax year or portion thereof ending on or before preceding sentence the Closing Date (or for any Tax year beginning before amount of Adverse Consequences suffered by the Buyer, such representations and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person warranties shall not be qualified (other than by the Companyreferences to "material" set forth in Section 3.1(u)) under Section 1.1502-6 by "material," "materiality," "in all material respects," "best knowledge," "best of the Regulations adopted under the Code (knowledge" or any "knowledge" or words of similar provision of state, localimport, or foreign law), as a transferee by any phrase using any such terms or successor, by contract, or otherwise. (iii) words. The Seller shall Sellers and the Shareholder also agree to jointly and severally indemnify and hold harmless the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting which result from, arising arise out of, relating relate to or are caused by the consummation of the transactions contemplated by this Agreement, whether or not such matter was known or disclosed to the Buyer, was disclosed on any Exhibit hereto or is a matter with respect to which any Seller or the Shareholder did or did not have knowledge, including, without limitation, any act or omission of any Seller, the Shareholder or any predecessor with respect to, in or any event or circumstance related to, any Seller's, the nature ofShareholder's or any predecessor's ownership, occupation, use or caused by operation of any Indebtedness of the Company existing as Acquired Assets, the Excluded Assets or any other assets or properties or the conduct of its or their business, regardless of whether such act, omission, event or circumstance occurred or existed prior to, at or after the Closing Date or whether a claim with respect to such matter was asserted before or is asserted after adjustment the Closing Date, any Liability of any Seller or the Shareholder not included in the Assumed Liabilities (including, without limitation, those concerning Hazardous Materials or the failure of any Seller, the Shareholder or any predecessor to comply with any Environmental Obligation or other Legal Requirement), and any Liability resulting from any failure of the parties to comply with any applicable bulk sales or transfer Legal Requirement in connection with the transactions contemplated by this Agreement. 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 the claim for indemnification from the party claiming indemnification to the party against whom such claim is asserted, the dispute will be resolved by arbitration pursuant to Section 2(d)this Agreement.

Indemnification Provisions for Benefit of the Buyer. In the event Target or any Buyer suffers Adverse Consequences after the Closing as a result of (i) In the event the Seller breaches breach by Sellers or Target of any of their respective representations and warranties contained in section 3(b) or 4 hereof or of any covenant in section 2, 5 or 6 hereof, (or in the event ii) any third party alleges facts thatclaim with respect to the operation of the Business or other actions of Target prior to the Closing Date (except to the extent any such claim constitutes a liability included on the Closing Net Asset Statement), if true, would mean the Seller has breached(iii) any Excluded Liability or Pre-Closing Environmental Liability, or (iv) any material breach or default by Target under any of its representationsthe Contracts prior to the Closing Date (each, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) abovea "BUYER INDEMNIFICATION MATTER"), provided that the Buyer makes a written claim for indemnification against Majority Holders pursuant to section 11(h) below within the Seller within such survival periodperiod described above, then the Seller shall Majority Holders jointly and severally agree to indemnify and hold harmless the Buyer and its Affiliates, and their respective directors, officers, shareholders and employees (collectively, the "BUYER PARTIES") from and against the entirety of any Adverse Consequences the Buyer Parties may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer Parties may suffer after the end of any applicable survival period) directly resulting from, arising out of, relating to, in the nature of, from or caused by such Buyer Indemnification Matter (calculated as set forth in subsection (e) below); provided, however, that (A) no Majority Holder shall have any obligation to indemnify any of the breach (Buyer Parties from or against any Adverse Consequences resulting from any Buyer Indemnification Matter until the alleged breach). (ii) The Seller shall Buyer Parties have suffered Adverse Consequences by reason of all such Buyer Indemnification Matters in excess of $375,000 in the aggregate, after which point Majority Holders will be obligated only to indemnify the Buyer Parties from and against further such Adverse Consequences) and (B) there will be a $10,000,000 aggregate ceiling on the entirety aggregate obligation of Majority Holders under this section 9(b) and any Adverse Consequences other sections of this Agreement providing for indemnification by Majority Holders; provided, however, that the Buyer may suffer resulting from, arising out of, relating to, limitations set forth in the nature of, or caused by any Liability of the Company items (whether or A) and (B) above shall not accrued or otherwise disclosed) apply to (x) for any Taxes breach of a covenant set forth in section 2, 5 or 6, or of the Company with respect to any Tax year representation set forth in section 4(1)(ix), hereof, or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) any indemnification for the unpaid Taxes of any Person Excluded Liability, except such excluded Liabilities as are described in clause (other than the Companya) under Section 1.1502-6 of the Regulations adopted under the Code (or definition thereof and are not described in any similar provision other clause of state, local, or foreign law), as a transferee or successor, by contract, or otherwisesuch definition. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the event any of the Seller Sellers breaches (or in the event any third party alleges facts that, if true, would mean any of the Seller Sellers has breached) any of its their representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes make a written claim for indemnification against any of the Seller Sellers pursuant to Section 9(h) below within such survival period, then the Seller Controlling Stockholder shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (ii) The Seller Controlling Stockholders shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code Reg. Provision 1.1502 -6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller Controlling Stockholders shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by (A) any Liabilities arising out of the ownership of the Shares capital stock of, or the use or operation of the business of the Company prior to the ClosingClosing and (B) any other business or operations (other than of the Company) owned in whole or in part by any of the Sellers. (iv) The Seller Controlling Stockholders shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company or any Subsidiary existing as of the Closing Date after adjustment pursuant Date. (v) Notwithstanding anything herein to Section 2(d)the contrary, Buyer shall not be responsible for indemnification of Buyer until the amount subject to indemnification shall exceed $10,000 in the aggregate nor shall Buyer be required to pay indemnification for more than the Purchase Price absent willful or wanton statements or representations or the intentional failure to disclose any matters of a material nature.

Indemnification Provisions for Benefit of the Buyer. (i) 1. In the event that either triSpan or the Seller breaches (or in the event any third party alleges facts thatSellers, if trueas applicable, would mean the Seller has breached) breach any of its their representations, warranties, agreements, and covenants contained hereinherein (other than a breach by Sellers of their individual representations and warranties made in SECTION 3.1 or of any post-Closing covenants of such Sellers, andwhich are addressed in SECTION 8.2(B) below), if there is an applicable survival period pursuant to Section 8(a) aboveand provided that the particular representation, provided warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Seller Sellers pursuant to SECTION 10.7 below within such the applicable survival period, then the Sellers, severally and not jointly (i.e., pro rata in accordance with their respective share of the Sellers' aggregate equity interest in triSpan), agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer due to any such breach by triSpan or the Sellers; PROVIDED, HOWEVER, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty or covenant of triSpan or Sellers in this Agreement (i) until the Buyer has suffered aggregate losses by reason of all such breaches in excess of $150,000 threshold (after which point the Sellers will be obligated only to indemnify the Buyer from and against further such Adverse Consequences), or (ii) in excess of $8,000,000 in the aggregate (after which point Sellers shall have no obligation to indemnify Buyer from and against such further Adverse Consequences). 2. In the event any Seller shall breaches any of his or its representations and warranties contained in SECTION 3.1 herein, or any of his or its post-Closing covenants, and provided that the particular representation, warranty, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against such Seller pursuant to SECTION 10.7 below within the applicable survival period, then such Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).survival

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches of: (or in the event any third party alleges facts that, if true, would mean the Seller has breachedx) any of its representationsinaccuracy, warranties, violation or breach in any representation or warranty contained in Article 4 and covenants contained herein, and, if there is an applicable survival period pursuant referred to in Section 8(a8(a)(ii) above, provided that or (iii) and (y) the Buyer makes Indemnitees make a written claim for indemnification against the Seller pursuant to Section 11(g) within such the applicable survival periodperiod pursuant to Section 8(a), then from and after Closing, the Seller agrees to indemnify and hold harmless the Buyer Indemnitees from and against any Adverse Consequences suffered by the Buyer Indemnitees to the extent arising from such inaccuracy, violation or breach; provided that the Seller shall not have any obligation to indemnify the Buyer Indemnitees from any such individual inaccuracy, violation or breach until the Buyer Indemnitees have suffered Adverse Consequences in excess of $200,000 (the “Claim Threshold”), at which time the Buyer Indemnitees shall be entitled to receive the entire amount of such Adverse Consequences in respect of such indemnification claim (including the portion not in excess of the Claim Threshold) (such indemnification claim, a “Qualifying Buyer Indemnity Claim”), subject to the remaining provisions of this Article 8; provided, further, that the Seller shall not have any obligation to indemnify the Buyer Indemnitees from any Qualifying Buyer Indemnity Claim until the Buyer Indemnitees, in the aggregate, have suffered Adverse Consequences by reason of the sum of all such Qualifying Buyer Indemnity Claims in excess of an aggregate deductible amount equal to $6.0 million (the “Deductible”), at which point the Seller shall be obligated to indemnify the Buyer Indemnitees from and against the entirety of any all Adverse Consequences in respect of all Qualifying Buyer Indemnity Claims exceeding the Buyer may suffer through and after Deductible, subject to the date other provisions of the claim for indemnification (including any Adverse Consequences the Buyer 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)this Article 8. (ii) The Seller shall indemnify In the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out event of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) : (x) for any Taxes breach of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) Seller’s covenants in this Agreement, and (y) the Buyer Indemnitees make a written claim for indemnification against the unpaid Taxes of any Person (other than Seller pursuant to Section 11(g) within the Company) under applicable survival period pursuant to Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law8(a), as a transferee then from and after the Closing, the Seller agrees to indemnify the Buyer Indemnitees from and against any Adverse Consequences suffered by the Buyer Indemnitees to the extent relating to or successorarising from such inaccuracy, by contractviolation or breach, or otherwisesubject to the other provisions of this Article 8. (iii) The Seller shall indemnify In determining the Buyer from and against the entirety of any Liabilities arising out scope of the ownership Seller’s indemnification obligations under this Section 8(b), any qualification as to Company Material Adverse Effect shall be disregarded and the entire amount of the Shares or operation Adverse Consequences suffered by the applicable Buyer Indemnitees shall be included in the calculation of the amount of Adverse Consequences to which such Buyer Indemnitees shall be entitled to indemnification; provided, however, that such qualifications as to Company prior to Material Adverse Effect shall apply for purposes of determining whether there has been a breach in the Closingfirst place. (iv) The To the extent any Buyer Indemnitee becomes liable to, and is ordered to and does pay to any third party that is not a Buyer Indemnitee, punitive, exemplary, treble, special or consequential damages caused by any matter for which such Buyer Indemnitee is entitled to be indemnified under this Section 8(b), then such punitive, exemplary, treble, special, indirect, incidental or consequential damages shall be deemed actual damages to such Buyer Indemnitee and included within the definition of Adverse Consequences for purposes of this Article 8. Except to the extent specified in the immediately preceding sentence with respect to Third Party Claims, the Seller shall not be liable to any Buyer Indemnitee for any punitive, exemplary, treble, special, indirect, incidental or consequential damages (including any loss of earnings or profits). (v) Notwithstanding anything in this Agreement to the contrary, in no event shall the Seller ever be required to indemnify the Buyer from Indemnitees for Adverse Consequences under: (i) Section 8(b)(i) in an amount exceeding, in the aggregate, $25.0 million; or (ii) any and all provisions of this Agreement in an amount exceeding, in the aggregate, the Purchase Price. (vi) No claim for indemnification may be asserted or commenced against the entirety Seller pursuant to this Section 8(b) unless written notice of such claim is received by the Seller describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the date on which the representation, warranty or covenant on which such claim is based ceases to survive as set forth in Section 8(a). (vii) No claim for a breach of representation or warranty under Section 8(b)(i) may be asserted or commenced by any Adverse Consequences Buyer Indemnitee against the Buyer may suffer resulting from, Seller to the extent arising out of, resulting from or relating to, in to any breach of any representation or warranty of which the nature of, Buyer had Knowledge on or caused by any Indebtedness of the Company existing as of prior to the Closing Date after adjustment unless the Buyer was otherwise obligated to Close pursuant to Section 2(d)the terms of this Agreement.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) Sellers breach any of its their Joint and Several representations, warranties, agreements, and covenants contained herein, andand provided that the particular representation, if there is an applicable survival period pursuant to Section 8(a) abovewarranty, provided agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers pursuant to Section 10(h) below within the applicable survival period, then each of the Sellers agree to indemnify the Buyer from and against his Allocable Portion of the Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period, but specifically not consequential damages unless as a result of fraud or willful misconduct) resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty of the Sellers contained in Section 4 above (i) until the Buyer has suffered aggregate losses by reason of all such breaches in excess of a $60,000 threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such aggregate losses including losses relating back to the first dollar) and (ii) in excess of the lesser of (a) the actual amount of the Earned Payout Amounts and (b) $8,000,000 (but in no event less than $3,000,000) (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers, and the limitation set forth in (ii) above shall specifically not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. (ii) In the event any Seller breaches any of its Several representations, warranties, and covenants contained herein, and provided that the particular representation, warranty, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against such Seller pursuant to Section 10(h) below within such the applicable survival period, then the Seller shall agrees to indemnify the Buyer from and against the entirety his Allocable Portion of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or up to an amount equal to such Seller's Allocable Portion of the alleged breach)Purchase Price. (iiiii) The Seller shall Each of the Sellers agree to indemnify the Buyer from and against the entirety his Allocable Portion of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) WPC arising under Reg. Section 1.1502-6 (because WPC once was a member of an Affiliated Group during any part of any consolidated return year within any part of which consolidated return year any corporation other than WPC also was a member of the Regulations adopted under the Code (or any similar provision of state, local, or foreign lawAffiliated Group), as a transferee or successor, by contract, or otherwise. (iiiiv) The Seller shall Sellers agree to indemnify the Buyer from and against the entirety of any Liabilities arising out Taxes which may become due and owing to the State of Illinois by reason of the ownership of the Shares or operation of the Company prior to the Closingtransactions contemplated by this Agreement. (ivv) The Seller shall Sellers agree to indemnify the Buyer from and against the entirety of any Adverse Consequences brokerage fees or investment banking commissions due by Sellers or WPC by reason of the transactions contemplated by this Agreement. (vi) The Sellers shall be liable for, and hereby indemnifies, the Buyer may suffer resulting fromfor all income Taxes imposed on WPC with respect to any taxable year or period beginning before and ending after the Closing Date, arising out offor the portions of such taxable year or period ending prior to the Closing Date; provided, relating tohowever, that such indemnity shall be made only to the extent such Taxes are in the nature of, or caused by any Indebtedness excess of the Company existing reserve, if any, for such Tax Liability used to determine the Net Working Capital of WPC. In order to apportion appropriately any income Taxes relating to any taxable year or period that begins before and ends after the Closing Date, the Parties hereto shall, to the extent permitted or not prohibited by applicable law, elect with the relevant taxing authority, if required or necessary, to terminate the taxable year of WPC as of the Closing Date after adjustment pursuant Date. In any case where applicable law does not permit WPC to treat such date as the end of a taxable year or period, then whenever it is necessary to determine the liability for income Taxes of WPC, for a portion of a taxable year or period, such determination shall (unless otherwise agree to in writing by the Buyer and the Sellers) be determined by a closing of WPC's books, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. In no event shall such apportionment of income Taxes be greater than the income Taxes which would have been allocated to WPC if such income Taxes had been based upon a time period in proportion to the number of days during such taxable year or period the Sellers and Buyer owned the stock in WPC. (vii) The Parties shall make appropriate adjustments for tax benefits in determining the liability of the Sellers under this Section 2(d)8.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided Provided that the Buyer makes a written claim for indemnification against the Seller within such the applicable survival period, then the Seller shall indemnify the agrees to indemnify, hold harmless and defend Buyer, Buyer’s Affiliates, directors, officers, members, attorneys, accountants, agents and employees, and their respective heirs, successors and assigns (each a “Buyer Indemnified Party”) from and against the entirety all Damages Buyer suffers arising from or in connection with: (i) any breach by Seller of its representations, warranties, or covenants set forth herein or in any Adverse Consequences the Buyer may suffer through and after the date Ancillary Agreement or certificate delivered by Seller pursuant to this Agreement or any of the claim for indemnification (including any Adverse Consequences the Buyer 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). Ancillary Agreements; (ii) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities liability arising out of the ownership of the Shares or operation of the Company Purchased Assets prior to the Closing Date other than the Assumed Liabilities; (iii) any liability under the WARN Act or any similar state or local Legal Requirement that may result from an “Employment Loss”, as defined by 29 U.S.C. sect. 2101(a)(6), caused by any action of Seller prior to the Closing. ; (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting fromproducts liability claims in connection with any product or component thereof manufactured by or shipped, arising out ofor any services provided by, relating toSeller, in the nature ofwhole or in part, or caused by any Indebtedness of the Company existing as of prior to the Closing Date after adjustment pursuant where the injury occurred prior to Section 2(d)the Closing Date; and (v) any Retained Liabilities. Seller shall use its commercially reasonable efforts to obtain for Buyer any actual recovery of insurance proceeds under Seller’s insurance policies, and any payments from any other responsible Persons who are not insurers, parties to this Agreement or Affiliates of any of them, with respect to matters for which Buyer is indemnified.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its his representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller within such survival periodpursuant to Section 11(h) below, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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 the Seller shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty of the Seller contained in Section 4(a)-(bb) above until the Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $25,000 aggregate threshold (at which point the Seller will be obligated to indemnify the Buyer from and against all such Adverse Consequences relating back to the first dollar), provided further, however, that in the determination of whether the Adverse Consequences exceed the $25,000 aggregate threshold just described (and only for the purpose of such determination), the first $10,000 (in the aggregate) of Adverse Consequences resulting solely from, arising solely out of, and relating only to, or caused solely by the breach (or alleged breach) of any representation or warranty of the Seller contained either in Section 4(g) and/or in Section 4(k) above shall be excluded. (ii) The Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with Section 9(b)) to the portion of such period beginning before and ending on the Closing Date), to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Balance Sheet, and (y) for the unpaid Taxes of any Person (other than the Company) under Reg. Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, state or foreign local law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior further agrees to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, from or arising out of, relating to, in of the nature of, or caused by any Indebtedness operation of the business of the Company existing as prior to the Closing. (iv) For purposes of this Section 8(b), Adverse Consequences which the Closing Date after adjustment pursuant to Section 2(d)Buyer may suffer include any Adverse Consequences suffered by the Company.

Indemnification Provisions for Benefit of the Buyer. Subject to the limitations set forth in Section 8(e) below: (i) In the event the Seller breaches Sellers breach (or in the event any third party alleges facts that, if true, would mean the Seller DMI has breached) any of its material representations, warranties, and covenants contained hereinin this Agreement, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller Sellers within such the survival periodperiod set forth in Section8(a) above, then the Seller shall Sellers agree to indemnify the Buyer from and against the entirety of any Adverse Consequences losses the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Losses the Buyer may suffer after the end of any applicable survival period) period resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller shall Sellers agree to indemnify the Buyer from and against the entirety of any Adverse Consequences Losses the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of DMI which is not a liability as set forth in the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company Closing Balance Sheet. This indemnity obligation with respect to Losses arising from any Tax year or portion thereof ending on or before the Closing Date Third Party Claim (or for any Tax year beginning before and ending after the Closing Date as defined below) shall not be limited to the extent allocable to the portion of such survival period beginning before and ending on the Closing Dateset forth in Paragraph 8(a) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwiseabove. (iii) The Seller shall Sellers agree to indemnify the Buyer from and against the entirety failure of any Liabilities arising out DMI to deliver to Buyer by October 31, 2000, two hundred nine thousand dollars ($209,000) from the collection of the ownership of the Shares or operation of the Company prior Receivables; to the Closingextent of such deficiency; provided, however, that the remedy provided herein shall not duplicate any relief provided to Buyer under Section 2(c) and 7(a)(iii) hereof. (iv) The Seller For purposes of this Section8, the term "Losses" shall indemnify the Buyer from mean all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, taxes, liens, losses, expenses, and against the entirety of any Adverse Consequences the Buyer may suffer resulting fromfees, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d)including court costs and reasonable attorneys' fees and expenses.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean any of the Seller has breached) any of its representations, warranties, and covenants contained hereinherein (other than the covenants in ss.2(a) above and the representations and warranties in ss.3(a) above), and, if there is an applicable survival period pursuant to Section 8(ass.8(a) above, provided that the Buyer makes a written claim for indemnification against any of the Seller pursuant to ss.11(h) below within such survival period, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (ii) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean any of the Seller has breached) any of his covenants in ss.2(a) above or any of his representations and warranties in ss.3(a) above, and, if there is an applicable survival period pursuant to ss.8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to ss.11(h) below within such survival period, then the Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (iii) The Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of any of the Company (whether Targets or not accrued or otherwise disclosed) their respective Subsidiaries, if any, (x) for any Taxes of the Company Targets or their respective Subsidiaries, if any, with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with ss.9(c)) to the portion of such period beginning before and ending on the Closing Date), to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) and (y) for shown on the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 face of the Regulations adopted under the Code Targets' most recent financial statements (or rather than in any similar provision of state, local, or foreign lawnotes thereto), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify such reserve is adjusted for the Buyer from and against the entirety passage of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of time through the Closing Date after adjustment pursuant to Section 2(d)in accordance with the past custom and practice of the Targets and their respective Subsidiaries, if any, in filing their Tax Returns.

Indemnification Provisions for Benefit of the Buyer. (i) In the event 9.2.1. If either of the Seller or Global breaches (or in the event if any third party alleges facts that, if true, would mean the Seller or Global has breached) any of its representations, warranties, and or covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that herein and the Buyer makes a written claim for indemnification against the Seller or Global within such the applicable survival period, then the Seller shall agrees to defend, indemnify and hold each of the Buyer Buyer, its Affiliates and their directors, officers and employees ("BUYER'S INDEMNIFIED GROUP") harmless from and against the entirety of any Adverse Consequences that any of the Buyer Buyer's Indemnified Group may suffer through and after the date of the claim for indemnification (including any Adverse Consequences that any of the Buyer Buyer's Indemnified Group 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). (ii) The ; provided, however, that the Seller shall have no obligation to defend, indemnify the Buyer and hold harmless any of Buyer's Indemnified Group from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any Liability representation or warranty of the Company Seller contained in (whether S)4 or not accrued (S)5 above until Buyer's Indemnified Group has suffered Adverse Consequences by reason of all such breaches (or otherwise disclosedalleged breaches) in excess of a $1,750,000 aggregate threshold (x) at which point the Seller will be obligated to indemnify Buyer's Indemnified Group from and against all such Adverse Consequences for any Taxes each dollar in excess of the Company with respect $1,750,000 aggregate threshold); provided further, that the Seller shall have no obligation to defend, indemnify and hold harmless any Tax year of Buyer's Indemnified Group from and against any Adverse Consequences resulting from the breach of any representation or portion thereof ending on warranty of the Seller contained in (S)3, (S)4 or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date S)5 above to the extent allocable such Adverse Consequences are consequential damages except that this limitation shall in no way apply to the portion of such period beginning before and ending on the Closing Date(a) any out-of-pocket costs incurred by Buyer's Indemnified Group and (yb) for the unpaid Taxes representations and warranties made in Sections 3.1.1, 3.1.2, 3.1.3(A), 3.1.4, 3.1.5, 3.4.1, 3.4.2, 3.4.3(A), 3.4.4, 4.2, 4.4 and 4.6. 9.2.2. The Seller agrees to defend, indemnify and hold harmless each member of any Person Buyer's Indemnified Group as provided in (other than the Company) under Section 1.1502-6 S)5.2. 9.2.3. The Seller agrees to defend, indemnify and hold harmless each member of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer Buyer's Indemnified Group from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by or attributable to the "Retained Liabilities" or the "Retained Assets" as these terms are defined in the Asset Transfer Agreements, whether arising before, on or after Closing. 9.2.4. Notwithstanding any Indebtedness disclosure made to the Buyer, but except to the extent of a specific reserve reflected on the Final Closing Net Asset Statement, the Seller agrees to defend, indemnify and hold each member of the Company existing as Buyer's Indemnified Group harmless from and against the entirety of any Adverse Consequences that any of the Buyer's Indemnified Group may suffer resulting from, arising out of, or relating to: 9.2.4.1. Litigation or arbitration pending or claims made against the INTOOL Companies or the Business on or before the Closing Date, including (i) the litigation, arbitration and claims set forth on (S)4.18 of the Disclosure Schedule, and (ii) all claims (resulting from, arising out of, or related to an alleged VHL Injury) or claimants (who allege VHL Injuries of the type alleged by other claimants in such pending matter) that are added to, joined or consolidated after the Closing Date after adjustment pursuant to Section 2(d)with any case pending in Mississippi, Connecticut or Texas on the Closing Date in which a claim for such alleged VHL Injury is made (excluding any such consolidated claim that involves an employee from a work site and employer different from those the subject of the pending cases or involves claimant's counsel different from that involved in the pending cases, which consolidated claim shall be governed by the terms of (S)9.

Indemnification Provisions for Benefit of the Buyer. (ia) In the event any of the Seller Sellers breaches (or in the event any third party alleges facts that, if true, would mean any of the Seller Sellers has breached) any of his or its representations, warranties, and covenants contained hereinherein (other than the covenants in Section 2.1 above and the representations and warranties in Section 3.1 above), and, if there is an applicable survival period pursuant to Section 8(a) 6.1 above, provided that the Buyer makes a written claim for indemnification against any of the Seller Sellers pursuant to Section 8.8 below within such survival period, then each of the Seller shall Sellers agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (iib) The In the event any of the Sellers breaches (or in the event any third party alleges facts that, if true, would mean any of the Sellers has breached) any of his or its covenants in Section 2.1 above or any of his or its representations and warranties in Section 3.1 above, and, if there is an applicable survival period pursuant to Section 6.1 above, provided that the Buyer makes a written claim for indemnification against the Seller shall pursuant to Section 8.8 below within such survival period, then each of the Sellers agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (c) Each of the Sellers agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) Target (x) for any Taxes of the Company Target with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with Section 7.3) to the portion of such period beginning before and ending on the Closing Date), to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Most Recent Balance Sheet (rather than in any notes thereto), as such reserve is adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Target in filing its Tax Returns, and (y) for the unpaid Taxes of any Person (other than the CompanyTarget) under Reg. Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iiid) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out Each of the ownership of the Shares or operation of the Company prior Sellers agrees to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, or relating toto conditions on any property owned or leased by Target that existed at or prior to Closing and that resulted or may result in Liability to Buyer resulting from, in the nature arising out of, or caused relating to Environmental, Health and Safety Requirements, regardless of whether such conditions were created or contributed to by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d)Target or Sellers.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches Sellers breach (or in the event any third party alleges facts that, if true, would mean the Seller has Sellers have breached) any of its their representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes Buyers make a written claim for indemnification against the Seller Sellers pursuant to Section 11(h) below within such survival period, then the Seller shall Sellers will, jointly and severally, indemnify the Buyer Buyers from and against the entirety of any Adverse Consequences the Buyer Buyers may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer Buyers 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). (ii) The Seller shall Sellers will, jointly and severally, indemnify the Buyer Buyers from and against the entirety of any Adverse Consequences the Buyer Buyers may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date ((or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with Section 9) to the portion of such period beginning before and ending on the Closing Date)) and (y) for the unpaid Taxes of any Person (other than the Company) under Section Reg. §1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall Sellers will, jointly and severally, indemnify the Buyer Buyers from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall Sellers will, jointly and severally, indemnify the Buyer Buyers from and against the entirety of any Adverse Consequences the Buyer Buyers may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d)Date.

Indemnification Provisions for Benefit of the Buyer. (i) In the event any of the Seller Companies or the Sellers breaches (or in the event any third party alleges facts that, if true, would mean any of the Seller Companies or the Sellers has breached) any of his/her or its representations, warranties, and covenants contained hereinin this Agreement, and, if there is an applicable survival period pursuant to Section 8(a8(f) above, provided that the Buyer makes a written claim for indemnification against the Seller Companies or the Sellers within such survival period, then the Seller shall Sellers agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (ii) The Seller shall Each of the Companies and each of the Sellers agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company Companies which is not reflected on the Most Recent Financial Statements (whether or not accrued including any Liability of the Companies that becomes a Liability of the Buyer under any Environmental, Health, and Safety Requirements, for unpaid Taxes, or otherwise disclosed) (x) for any Taxes by operation of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall Each of the Companies and each of the Sellers agrees to indemnify the Buyer from and against any Adverse Consequences the entirety of any Liabilities Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any of the ownership of the Shares or operation of the Company prior to the ClosingContingent Liabilities. (iv) The Seller shall Each of the Companies and each of the Sellers agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by (a) any Indebtedness Liability of the Company existing Companies for Taxes of the Companies with respect to any Tax year or portion thereof ending on or before the Closing Date, to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Most Recent Financial Statements (rather than in any notes thereto), as such reserve is adjusted for the passage of time through the Closing Date after adjustment pursuant to Section 2(din accordance with the past custom and practice of the Companies in filing their Tax Returns and (b) for the unpaid Taxes of any Person (other than the Sellers) under Reg. ss.1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches of: (or in the event any third party alleges facts that, if true, would mean the Seller has breachedx) any of its representationsinaccuracy, warranties, violation or breach in any representation or warranty contained in Article 4 and covenants contained herein, and, if there is an applicable survival period pursuant referred to in Section 8(a8(a)(ii) above, provided that or (iii) and (y) the Buyer makes Indemnitees make a written claim for indemnification against the Seller pursuant to Section 11(g) within such the applicable survival periodperiod pursuant to Section 8(a), then from and after Closing, the Seller agrees to indemnify and hold harmless the Buyer Indemnitees from and against any Adverse Consequences suffered by the Buyer Indemnitees to the extent arising from such inaccuracy, violation or breach; provided that the Seller shall not have any obligation to indemnify the Buyer Indemnitees from any such individual inaccuracy, violation or breach until the Buyer Indemnitees have suffered Adverse Consequences in excess of $100,000 (the “Claim Threshold”), at which time the Buyer Indemnitees shall be entitled to receive the entire amount of such Adverse Consequences in respect of such indemnification claim (including the portion not in excess of the Claim Threshold) (such indemnification claim, a “Qualifying Buyer Indemnity Claim”), subject to the remaining provisions of this Article 8; provided, further, that the Seller shall not have any obligation to indemnify the Buyer Indemnitees from any Qualifying Buyer Indemnity Claim until the Buyer Indemnitees, in the aggregate, have suffered Adverse Consequences by reason of the sum of all such Qualifying Buyer Indemnity Claims in excess of an aggregate deductible amount equal to $450,000 (the “Deductible”), at which point the Seller shall be obligated to indemnify the Buyer Indemnitees from and against the entirety of any all Adverse Consequences in respect of all Qualifying Buyer Indemnity Claims exceeding the Buyer may suffer through and after Deductible, subject to the date other provisions of the claim for indemnification (including any Adverse Consequences the Buyer 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)this Article 8. (ii) The Seller shall indemnify In the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out event of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) : (x) for any Taxes breach of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) Seller’s covenants in this Agreement, and (y) the Buyer Indemnitees make a written claim for indemnification against the unpaid Taxes of any Person (other than Seller pursuant to Section 11(g) within the Company) under applicable survival period pursuant to Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law8(a), as a transferee then from and after the Closing, the Seller agrees to indemnify the Buyer Indemnitees from and against any Adverse Consequences suffered by the Buyer Indemnitees to the extent relating to or successorarising from such inaccuracy, by contractviolation or breach, or otherwisesubject to the other provisions of this Article 8. (iii) The Seller shall indemnify In determining the Buyer from and against the entirety of any Liabilities arising out scope of the ownership Seller’s indemnification obligations under this Section 8(b), any qualification as to Company Material Adverse Effect shall be disregarded and the entire amount of the Shares or operation Adverse Consequences suffered by the applicable Buyer Indemnitees shall be included in the calculation of the amount of Adverse Consequences to which such Buyer Indemnitees shall be entitled to indemnification; provided, however, that such qualifications as to Company prior to Material Adverse Effect shall apply for purposes of determining whether there has been a breach in the Closingfirst place. (iv) The From and after the Closing, the Seller shall release the Buyer Indemnitees (or, to the extent any such Obligations may be owed to any Affiliates of the Seller, shall cause such Affiliates of the Seller to release the Buyer Indemnities) and the Seller shall indemnify and hold harmless the Buyer Indemnitees against any and all Obligations, liabilities, expenses, costs and Adverse Consequences arising from or relating to the Specified Obligations. (v) To the extent any Buyer Indemnitee becomes liable to, and is ordered to and does pay to any third party that is not a Buyer Indemnitee, punitive, exemplary, treble, special or consequential damages caused by any matter for which such Buyer Indemnitee is entitled to be indemnified under this Section 8(b), then such punitive, exemplary, treble, special, indirect, incidental or consequential damages shall be deemed actual damages to such Buyer Indemnitee and included within the definition of Adverse Consequences for purposes of this Article 8. Except to the extent specified in the immediately preceding sentence with respect to Third Party Claims, the Seller shall not be liable to any Buyer Indemnitee for any punitive, exemplary, treble, special, indirect, incidental or consequential damages (including any loss of earnings or profits). (vi) Notwithstanding anything in this Agreement to the contrary, in no event shall the Seller ever be required to indemnify the Buyer Indemnitees for Adverse Consequences under: (i) Section 8(b)(i) in an amount exceeding, in the aggregate, $2.25 million; (ii) Section 8(b)(iv) with respect to Discontinued Operations in an amount exceeding, in the aggregate, $25.0 million; or (iii) any and all provisions of this Agreement other than Section 8(b)(iv) in an amount exceeding, in the aggregate, the Purchase Price. (vii) No claim for indemnification may be asserted or commenced against the entirety Seller pursuant to this Section 8(b) unless written notice of such claim is received by the Seller describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the date on which the representation, warranty or covenant on which such claim is based ceases to survive as set forth in Section 8(a). (viii) No claim for a breach of representation or warranty under Section 8(b)(i) may be asserted or commenced by any Adverse Consequences Buyer Indemnitee against the Buyer may suffer resulting from, Seller to the extent arising out of, resulting from or relating to, in to any breach of any representation or warranty of which the nature of, Buyer had Knowledge on or caused by any Indebtedness of the Company existing as of prior to the Closing Date after adjustment unless the Buyer was otherwise obligated to Close pursuant to Section 2(d)the terms of this Agreement.

Indemnification Provisions for Benefit of the Buyer. (a) El Paso CGP shall indemnify and hold Buyer harmless from and against any and all Adverse Consequences whatsoever arising out of or resulting from: (i) In Any breach of warranty or misrepresentation by the event Sellers or the Seller breaches nonperformance of any covenant or obligation to be performed by the Sellers to the extent that and only to the extent that (or in the event any third party alleges facts that, if true, would mean the Seller has breachedA) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a8.1; and that (B) abovethe Buyer makes a written claim for indemnification against the Sellers pursuant to Section 11.6 within such survival period; (ii) Any liability arising out of the ownership, provided conduct or operation of the Assets prior to the Closing Date (other than the Assumed Liabilities) to the extent that the Buyer makes a written claim for indemnification against the Seller Sellers pursuant to Section 11.6 within such survival period, then five years of the Seller shall indemnify Closing Date; (iii) Any claim which may be asserted against the Buyer from and against the entirety of or any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including Assets, by any Adverse Consequences of the Buyer may suffer after the end of any applicable survival period) resulting fromSellers' employees, arising out ofindependent contractors, relating to, in the nature oftheir employees, or caused agents with respect to liabilities incurred by or on the breach (Sellers' behalf prior to the Closing Date, whether covered by a collective bargaining agreement or the alleged breach).not, including labor costs, severance pay, pension benefits, employee benefits, workers' compensation, vacation and holiday benefits, sick pay, multiemployer withdrawal liability, any and all employee benefits, and any other costs associated therewith; (iiiv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company Any attempt (whether or not accrued successful) by any person to cause or otherwise disclosed) (x) for require Buyer to pay or discharge any Taxes of the Company with respect to any Tax year debt, obligation or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date liability relating to the extent allocable to Sellers not associated with the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (Assets or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwisean Assumed Liability. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In Subject to Section 5(f) and Section 10(b) hereof, in the event any of the Seller Sellers breaches (or in the event any third party alleges facts that, if true, would mean any of the Seller Sellers has breached) any of its his or her representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller Sellers pursuant to Section 11(g) below within such survival period, then each of the Seller shall Sellers agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer and OGAC may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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 any such liability of the Sellers resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of the representations and warranties set forth in Section 2(a) or Section 3(a) shall be several and not joint. (ii) The Seller Each of the Sellers jointly and severally agrees to indemnify the Buyer from and against the entirety of (A) any costs and expenses incurred by OGAC to become Year 2000 Compliant and any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by becoming Year 2000 Compliant; (B) any Liability or obligation of OGAC or the Sellers to pay any fees, commissions costs, expenses, indemnity or other payments to any broker, finder or agent with respect to the transactions contemplated by this Agreement, including, without limitation, the Letter Agreements set forth on Section 3(a) and Section 4(d) of the Disclosure Schedule and any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any such Liability or obligation; and (C) any court costs and attorneys fees and expenses incurred by OGAC resulting from, arising out of, relating to, in the nature of or caused by the litigation matters set forth on Section 4(s) of the Disclosure Schedule (the "Litigation Expenses"); provided, however, that if at the time the Buyer makes a claim for indemnification for the Litigation Expenses (X) the Promissory Note is still outstanding, such indemnification shall not exceed $1,700,000, (Y) the escrow account described in Section (2)(i) above exists, such indemnification shall not exceed the balance of the escrow account at that time, (Z) the Promissory Note is not outstanding and the escrow account does not exist, the Buyer shall be entitled to no indemnification with respect to the Litigation Expenses. (iii) Each of the Sellers jointly and severally agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of or caused by (A) any Taxes that OGAC may owe or be deemed to owe for periods up to and including the Closing Date in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party or any fringe benefits or contributions, penalties or fines with respect to any 34 40 Employee Benefit Plan that OGAC may owe or be deemed to owe for periods up to and including the Closing Date; and (B) any actions of Administaff Companies, Inc., with respect to the employees of the Company (full time, part time, contract, leased or otherwise) for periods up to and including the Closing Date. (iv) Each of the Sellers jointly and severally agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability successor liability incurred by OGAC as a result of the Company (whether failure of The OGA Clearinghouse, Inc., a Texas corporation, to be qualified or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), registered as a transferee broker/dealer under federal or successorstate laws, by contract, rules or otherwiseregulations or with the SEC or the NASD. (iiiv) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out Each of the ownership of the Shares or operation of the Company prior Sellers jointly and severally agrees to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness claim of EBCO U.S.A., Incorporated that OGAC committed copyright, trade dress or other Intellectual Property infringements or otherwise misappropriated confidential information prior to the Company existing as of Closing. (vi) Notwithstanding anything in this Agreement to the Closing Date after adjustment contrary, no Seller shall be liable pursuant to Section 2(d8(b) for any amount in the aggregate in excess of such Seller's pro rata portion of the Adjusted Purchase Price as set forth in Section 4(b) of the Disclosure Schedule (subject to a pro rata adjustment based upon the Actual Adjustment); provided, further, that no Seller shall be liable pursuant to Section 8(b)(i) for any amount unless and until the aggregate amounts of all claims for indemnification against all of the Sellers pursuant to Sections 8(b)(i) and 8(b)(ii)(C) exceed $50,000 in the aggregate (the "Basket"), in which case the Buyer shall be entitled to recover the full amount of such claims, including the amounts included in the Basket, pursuant to the terms of this Agreement (subject to the limitation set forth above in this Section 8(b)(vi)).

Indemnification Provisions for Benefit of the Buyer. (i) In Except for the representations and warranties in Section 3(a), Section 4(b) and Section 4(k) above, in the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) Sellers breach any of its representations, warranties, their representations and warranties (in each case as such representations and warranties would read if all qualifications as to materiality and Knowledge were deleted therefrom) and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a7(a) above, provided that the Buyer makes a written claim for indemnification against any of the Seller Sellers pursuant to Section 10(h) below within such survival period, then each of the Seller shall Sellers agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (indemnification, including any Adverse Consequences the Buyer 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; provided, however, that the -------- ------- Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by such breach of any representation, warranty or covenant of the Sellers contained in Section 4(a), Sections 4(c)-4(j) and Sections 4(l)-(aa) above until the Buyer has suffered Adverse Consequences by reason of all such breaches or alleged breaches in excess of $25,000, at which point the Sellers will be obligated to indemnify the Buyer from and against all such Adverse Consequences relating back to the first dollar, up to an aggregate liability equal to the Escrow Shares (the "Indemnity Maximum") (ii) In the event of any breach of the representations and warranties in Section 4(b) and Section 4(k) above or with respect to any representation and warranty which is fraudulently made, and, if there is an applicable survival period pursuant to Section 7(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to Section 10(h) below within such survival period, then the Sellers agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification, including any Adverse Consequences the Buyer 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 (breach, without giving any effect to any of the limitations set forth in Section 7(b)(i) above. Further, in the event any of the Sellers breaches any of his or her representations and warranties in Section 3(a) above, and, if there is an applicable survival period pursuant to Section 7(a) above, provided that the alleged breach). (iiBuyer makes a written claim for indemnification against the Seller pursuant to Section 10(h) The below within such survival period, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification, including any Adverse Consequences the Buyer 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, without giving any Liability effect to any of the Company (whether or not accrued or otherwise disclosedlimitations set forth in Section 7(b)(i) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwiseabove. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against any of the Seller within such survival periodtherefor, then then, the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences that the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (ii) The Seller If any third party shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company notify Fields with respect to any Tax year or portion matter (a "Third Party Claim") which may give rise to a claim for indemnification against the Seller under this ' 6, then Fields shall promptly notify the Seller thereof ending in writing, provided, however, that no delay on or before the Closing Date part of Fields in notifying the Seller shall relieve the Seller from any obligation hereunder unless (or for any Tax year beginning before and ending after the Closing Date then solely to the extent allocable to extent) the portion Seller is prejudiced. The indemnification procedure respecting a Third Party Claim hereunder shall be the same as set forth in Section 9(c) of such period beginning before and ending on that certain Stock Acquisition Agreement, dated as of September 2, 1997 (the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law"Acquisition Agreement"), by and between Fields, the Company and the Seller (therein referred to as a transferee or successor, by contract, or otherwisethe Principal Shareholder). (iii) The Seller All claims for indemnification made under this Agreement shall indemnify be subject to the Buyer from terms and against the entirety conditions of any Liabilities arising out Sections 9(d) (Determination of Adverse Consequences), (f) (Rights of Offset) and (g) (Limitation of Rights of Offset) of the ownership of Stock Acquisition Agreement, and the Shares or operation of indemnity payment for such claims shall be determined as if such claims were made under the Company prior to the ClosingStock Acquisition Agreement. (iv) The Seller shall indemnify the Buyer from foregoing indemnification provisions are in addition to, and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out not in derogation of, relating toany statutory, in the nature ofequitable, or caused by any Indebtedness common law remedy Fields may have for breach of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d)representation, warranty, or covenant.

Indemnification Provisions for Benefit of the Buyer. (ia) In the event that: (i) the Seller breaches (or in Sellers and/or the event any third party alleges facts that, if true, would mean the Seller has breached) Company breach any of its their representations, warranties, and or covenants contained hereinin this Agreement, and, if there or (ii) any Adverse Consequence is an applicable survival period pursuant to Section 8(a) above, provided that suffered by the Buyer makes or the Company as a written claim for indemnification against result of any current or pending litigation disclosed on the Seller within such survival periodschedules to the Xxxxxx Agreement, or (iii) any party other than the Company breaches any representation, warranty or covenant contained in the Xxxxxx Agreement or the Technology Sale Agreement, then the Seller shall Sellers agree jointly and severally to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer or its affiliates may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer or its affiliates 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; provided, however, that (A) the Sellers shall not have any obligation to indemnify the Buyer (x) from and against any Adverse Consequences amounting to less than $5,000 arising from a single breach or (or y) until the alleged breachBuyer has suffered Adverse Consequences by reason of all such breaches in excess of $25,000 in the aggregate (after which point the Sellers will be obligated to indemnify the Buyer for all of the Adverse Consequences without regard to such threshold). , (iiB) The Seller shall the Sellers' maximum obligation to indemnify the Buyer from and against the entirety of any Adverse Consequences pursuant to this Agreement shall not exceed $7,000,000 and (C) the Sellers shall have no indemnity obligation related to any claim for indemnification that is not made by the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, Sellers in the nature of, or caused by any Indebtedness of the Company existing as writing within one year of the Closing Date after adjustment pursuant or, with respect to an indemnity claim arising from a breach of the representations and warranties in Section 2(d3.1(d), 4.3 or 4.14, within the applicable survival period described in Section 8.1. (b) Subject to the terms of the Escrow Agreement, the Holdback shall be available to Buyer and its affiliates in payment of any claim for indemnification under this Section 8.2.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts thatEach Seller, if truejointly and severally, would mean the Seller has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant agrees to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller within such survival period, then the Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) pay resulting from, arising out of, relating to, in the nature of, or caused by the breach following only as it relates to affording the Buyer clear title, release of any encumbrances on restriction on use of the Acquired Assets: a. any Breach of any representation or warranty made by that Seller in (or i) this Agreement (without giving effect to any supplement to the alleged breachDisclosure Schedule). , (ii) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting fromDisclosure Schedule, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The the supplements to the Disclosure Schedule, (iv) the certificates delivered pursuant to Section 5.1, (v) any transfer instrument or (vi) any other certificate, document, writing or instrument delivered by any Seller shall indemnify the Buyer from and against the entirety pursuant to this Agreement; b. any Breach of any Liabilities covenant or obligation of any Seller in this Agreement or in any other certificate, document, writing or instrument delivered by any Seller pursuant to this Agreement; c. any Liability arising out of the ownership of the Shares or operation of the Company Acquired Assets prior to the Closing.Closing Date; d. any brokerage of finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with any Seller (ivor any Person acting on their behalf) The Seller shall indemnify in connection with any of the Buyer from and against the entirety of transactions contemplated by this Agreement; e. any Adverse Consequences the Buyer may suffer resulting fromproduct or component thereof manufactured by or shipped, arising out ofor any services provided by, relating toany Seller, in whole or in part, prior to the nature ofClosing Date; f. any noncompliance with any bulk sales laws or fraudulent transfer law in respect of the transactions contemplated by this Agreement; g. any liability under the WARN Act or any similar state or local legal requirement that may result from an “Employment Loss”, or as defined by 29 U.S.C. sect. 2101(a)(6), caused by any Indebtedness action of any Seller prior to the Closing or by Buyer’s decision not to hire previous employees of any Seller; or h. any liability, claim or expense of the Company existing as Sellers (including any liability of the Closing Date after adjustment pursuant to Section 2(dSellers that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law). g. any of the Excluded Assets or Retained Liabilities;

Indemnification Provisions for Benefit of the Buyer. (i) In Subject to the event limitations contained in this Section 8, after Closing, the Seller breaches Entities hereby jointly and severally agree to indemnify the Buyer and its officers and directors, shareholders and Affiliates against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) other than punitive damages, lost profit, or in the event consequential or incidental damages (a "Loss") suffered or incurred by any third such indemnified party alleges facts thatcaused by, if true, would mean resulting from arising out of or relating to (A) any breach of any representation or warranty of the Seller has breachedEntities contained in this Agreement (B) any breach of any covenant of the Seller Entities contained in this Agreement which by its representationsterms requires performance after the Closing Date, warranties(C) any Taxes of the Company or APS-Cal attributable to taxable periods ending prior to or on the Closing Date, including liabilities of the Company under consolidated, combined or unitary income or franchise Tax Returns and covenants contained herein, and, if liabilities related to the Tax Returns of the Seller Entities or members of the Parent Consolidated Group but excluding any Taxes for which there is an applicable survival period pursuant adequate accrual or reserve on the Closing Date Balance Sheet or any Taxes attributable to Section 8(a) above, provided that transactions not in the Ordinary Course of Business occurring after the Closing which are effectuated or initiated by the Buyer makes a written claim for indemnification against or the Seller within such survival period, then the Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and Company after the date of Closing, (D) the claim for indemnification Divested Items and (including any Adverse Consequences E) the Buyer 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)Wallingford Condition. (ii) The Buyer acknowledges and agrees that neither the Seller Entities nor any of their Affiliates shall indemnify have any liability under any provision of this Agreement for any Loss to the extent that such Loss relates to actions taken by or omitted to be taken by the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to or such Loss arises in the extent allocable to conduct of the portion business of such period beginning before and ending on the Company by the Buyer or the Company after the Closing Date) and (y) for the unpaid Taxes , provided that such Loss is not a direct result of any Person (other than action taken by the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to Entities after the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its the Sellers breaches any of their representations, warranties, and covenants contained hereinherein (other than the covenants in ss.2(a) above and the representations and warranties in ss.3(a) above), and, if there is an applicable survival period pursuant to Section 8(ass.8(a) above, provided that the Buyer makes a written claim for indemnification against any of the Seller Sellers pursuant to ss.11(h) below within such survival period, then each of the Seller shall Sellers agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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; provided, however, that (A) the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty of the Sellers contained in ss.4 above until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of $340,000 (after which point the Sellers will be obligated to indemnify the Buyer from and against all such Adverse Consequences whether greater or less than such amount) and (B) there will be a $7,500,000 aggregate ceiling on the alleged breach)obligation of the Sellers to indemnify the Buyer from and against Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by breaches of the representations and warranties of the Sellers contained in ss.4 above. (ii) The In the event any of the Sellers breaches any of his or her covenants in ss.2(a) above or any of his or her representations and warranties in ss.3(a) above, and, if there is an applicable survival period pursuant to ss.8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller shall pursuant to ss.11(h) below within such survival period, then the Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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. (iii) Each of the Sellers agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with ss.9(b)) to the portion of such period beginning before and ending on the Closing Date), to the extent such Income Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Statement, and (y) for the unpaid Taxes taxes of any Person (other than the Company) under Section 1.1502Reg. ss.1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained hereinin this Agreement, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to Section 10(g) below within such survival period, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (ii) The Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by by: (A) any Liability and all liabilities of the Company Seller (whether including, without limitation, any liability of the Seller that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or not accrued successor liability, or otherwise disclosedby operation of law; and any liability arising out of products sold, manufactured, installed, leased or delivered by the Division prior to the Closing Date); or (B) (x) for any Taxes liability of the Company Seller for unpaid income taxes or other unpaid taxes with respect to any Tax tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwisethereof. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against any of the Seller within such survival periodtherefor, then then, the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences that the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (ii) The Seller If any third party shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company notify Fields with respect to any Tax year or portion matter (a "Third Party Claim") which may give rise to a claim for indemnification against the Seller under this (S) 6, then Fields shall promptly notify the Seller thereof ending in writing, provided, however, that no delay on or before the Closing Date part of Fields in notifying the Seller shall relieve the Seller from any obligation hereunder unless (or for any Tax year beginning before and ending after the Closing Date then solely to the extent allocable to extent) the portion Seller is prejudiced. The indemnification procedure respecting a Third Party Claim hereunder shall be the same as set forth in Section 9(c) of such period beginning before and ending on that certain Stock Acquisition Agreement, dated as of September 2, 1997 (the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law"Acquisition Agreement"), by and between Fields, the Company and the Seller (therein referred to as a transferee or successor, by contract, or otherwisethe Principal Shareholder). (iii) The Seller All claims for indemnification made under this Agreement shall indemnify be subject to the Buyer from terms and against the entirety conditions of any Liabilities arising out Sections 9(d) (Determination of Adverse Consequences), (f) (Rights of Offset) and (g) (Limitation of Rights of Offset) of the ownership of Stock Acquisition Agreement, and the Shares or operation of indemnity payment for such claims shall be determined as if such claims were made under the Company prior to the ClosingStock Acquisition Agreement. (iv) The Seller shall indemnify the Buyer from foregoing indemnification provisions are in addition to, and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out not in derogation of, relating toany statutory, in the nature ofequitable, or caused by any Indebtedness common law remedy Fields may have for breach of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d)representation, warranty or covenant.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the any Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained hereinin the Purchase Agreement, and, if there is an applicable survival period pursuant to Section 8(a§9(a) above, provided that the Buyer makes a written claim for indemnification against any of the Seller Stockholders pursuant to §12(g) below within such survival period, then each of the Seller shall Sellers agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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; provided, however, that the Stockholders shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty of the Sellers contained in §3(g)-(cc) of the Purchase Agreement until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $20,000 aggregate deductible (or after which point the alleged breachStockholders will be obligated only to indemnify the Buyer from and against further such Adverse Consequences). The indemnification obligations of the Sellers are joint and several. (ii) The Seller shall In the event any of the Stockholders breaches any of his, her or its representations, warranties, and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to §9(a) above, provided that the Buyer makes a written claim for indemnification against the Stockholder pursuant to §12(g) below within such survival period, then the Stockholder agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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. (iii) Each of the Stockholders agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by: (A) any liability of any Seller which is not an Assumed Liability (including any liability of any Seller that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law); (B) any Environmental Claim arising out of or relating to any Environmental Release by any Liability Target or for which Buyer may be liable as a result of the Company (whether or not accrued or otherwise disclosed) (x) for conduct of any Taxes of the Company with respect business engaged in by any Target prior to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) , and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted Environmental Release whatsoever on, at or under the Code (or any similar provision of stateLeased Real Property, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company which in either case has occurred prior to the Closing; and in any such case damages shall include without limitation all reasonable costs and expenses of response or cleanup incurred by Buyer which result therefrom or relate thereto, including all costs of inspections, samples, borings, monitoring xxxxx, reviews and audits. (iv) Notwithstanding any provision in this Agreement to the contrary: (A) The Seller Buyer shall indemnify recoup all or any part of any amount the Sellers owe it pursuant to this §9(b) first by notifying the Sellers that the Buyer from and against is reducing pro rata the entirety of any Adverse Consequences principal amounts outstanding under the Buyer may suffer resulting from, arising out of, relating to, Notes (this shall affect the timing and amount of payments required under the Buyer Notes in the nature of, same manner as if the Buyer had made a permitted prepayment (without premium or caused penalty) pro rata thereunder with such amount applied against payments in the order of maturity) and thereafter by pursuing any Indebtedness of remedies available to the Company existing as of Buyer under applicable law. (B) The aggregate amount the Closing Date after adjustment Sellers owe Buyer pursuant to Section 2(d)this §9(b) shall be limited to the Purchase Price.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that If the Buyer makes shall make a written claim for indemnification against the Seller within such the applicable survival periodperiods in Section 8(a) above, then the Seller shall indemnify and hold Buyer harmless from and after the Buyer Closing Date from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, incurred or caused suffered by the Buyer, as a result of or arising from (i) any inaccuracy in any of the representations and warranties made herein by the Seller as of the date hereof and as of the Closing Date (as though such representations and warranties were made on the Closing Date by substituting the Closing Date for the date of this Agreement throughout Section 3 hereof, unless the context requires otherwise), (ii) or any breach of any pre-Closing covenant or pre-Closing agreement contained in this Agreement; provided, however, that the Seller shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences under this Section 8(b) until the Buyer has suffered Adverse Consequences in excess of $100,000 (or after which point the alleged breachSeller will be obligated to indemnify the Buyer from and against Adverse Consequences in excess of such $100,000 deductible). (ii) The Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by the SVB Liens, or any Liability of the Company Seller which is not an Assumed Liability (whether including any Liability of the Seller that becomes a Liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or not accrued successor liability, under Environmental, Health, and Safety Requirements, or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closinglaw) or post-Closing covenant contained in this Agreement. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the event event: (x) of any inaccuracy, violation or breach of any of the Sellers’ representations or warranties (without giving effect to any supplement to the Schedules or any qualification as to materiality, Seller breaches Material Adverse Effect or Seller Adverse Effect or concepts of similar import, or any qualification or limitation as to monetary value) contained herein (or other than an inaccuracy in the event any third party alleges facts thatClosing Statement or a representation or warranty contained in Sections 4(b) (Authorization of Transaction), if true4(d) (Brokers), would mean the Seller has breached4(f) any of its representations(Capitalization), warranties, 4(j) (Tax) and covenants contained herein, and, if 4(t) (Employees)) (y) there is an applicable survival period pursuant to Section 8(a); and (z) above, provided that the Buyer makes Indemnitees make a written claim for indemnification against the Seller any Sellers pursuant to Section 11(k) within such survival period, then from and after Closing the Seller Sellers agree, to release, indemnify and hold harmless the Buyer Indemnitees from and against any Adverse Consequences suffered by the Buyer Indemnitees to the extent relating to or arising from such inaccuracy, violation or breach; provided that the Sellers shall not have any obligation to indemnify the Buyer Indemnitees from any such inaccuracies, violations and breaches until the Buyer Indemnitees, in the aggregate, have suffered Adverse Consequences (except for Adverse Consequences as a result of any inaccuracies, violations and breaches of Sellers’ representations and warranties in Section 4(e)(iii) to the extent relating to any Vessel) by reason of the sum of all such inaccuracies, violations and breaches in excess of an aggregate deductible amount equal to $1,000,000, at which point the Sellers shall be obligated to indemnify the Buyer Indemnitees from and against all Adverse Consequences exceeding $1,000,000; provided further that the Sellers shall not have any obligation to indemnify the Buyer Indemnitees from any inaccuracies, violations and breaches of Sellers’ representations and warranties in Section 4(e)(iii) to the extent relating to any Vessel until the Buyer Indemnitees, in the aggregate, have suffered Adverse Consequences by reason of the sum of all such inaccuracies, violations and breaches in excess of an aggregate deductible amount equal to $1,000,000 with respect to such Vessel (such amount to be calculated on the basis of the Adverse Consequences suffered by the Buyer Indemnitees as a result of Sellers’ inaccuracy, violation or breach of Sellers’ representations and warranties with regard to such Vessel), at which point the Sellers shall be obligated to indemnify the Buyer Indemnitees from and against all Adverse Consequences exceeding $1,000,000 with respect to such Vessel. (ii) In the event of: (x) (1) any breach of the Sellers’ covenants or obligations in this Agreement, or (2) any inaccuracy, violation or breach in the Closing Statement or any representation or warranty (without giving effect to any supplement to the Schedules or any qualification as to materiality, Seller Material Adverse Effect or Seller Adverse Effect or concepts of similar import) contained in Sections 4(b) (Authorization of Transaction), 4(d) (Brokers), 4(f) (Capitalization), 4(j) (Tax) and 4(t) (Employees)), (y) there is an applicable survival period pursuant to Section 8(a); and (z) the Buyer Indemnitees make a written claim for indemnification against any Sellers pursuant to Section 11(k) within such survival period, then from and after the Closing, the Sellers agree to release and indemnify the Buyer Indemnitees from and against the entirety of any Adverse Consequences suffered by the Buyer may suffer through and after Indemnitees to the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting fromextent relating to or arising from such inaccuracy, arising out of, relating to, violation or breach described in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) clause (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under this Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law8(b)(ii), as a transferee or successor, by contract, or otherwise. (iii) The Seller Except to the extent it constitutes Assumed Obligations, from and after the Closing, the Sellers shall indemnify release, indemnify, and hold harmless the Buyer Indemnitees against any and all Obligations, liabilities, expenses, costs and Adverse Consequences arising from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior relating to the ClosingRetained Obligations. (iv) The Seller To the extent any Buyer Indemnitee becomes liable to, and is ordered to and does pay to any third party that is not a Buyer Indemnitee, punitive, exemplary, special or consequential damages caused by any matter for which such Buyer Indemnitee is entitled to be indemnified under this Section 8(b), then such punitive, exemplary, special or consequential damages shall be deemed actual damages to such Buyer Indemnitee and included within the definition of Adverse Consequences for purposes of this Section 8. Except to the extent specified in the immediately preceding sentence with respect third party claims, the Sellers shall not be liable to any Buyer Indemnitee for any exemplary, punitive, special or consequential damages. (v) Notwithstanding anything in Section 8(b)(i) of this Agreement to the contrary and except as set forth in Section 8(vi), in no event shall the Sellers ever be required to indemnify the Buyer from and against the entirety of Indemnitees for Adverse Consequences under Section 8(b)(i), excluding any Adverse Consequences suffered by the Buyer may suffer resulting fromIndemnitees to the extent relating to or arising from any inaccuracy, arising out ofviolation or breach of any representation or warranty contained in Section 4(e)(i), relating to(ii), (iv) and (v) (Title), in an amount exceeding, in the nature ofaggregate, $40,000,000. (vi) Notwithstanding anything in Section 8(b)(i) of this Agreement to the contrary, in no event shall the Sellers ever be required to indemnify the Buyer Indemnitees for Adverse Consequences under Section 8(b)(i) to the extent the Adverse Consequences suffered by the Buyer Indemnitees relate to or caused by arise from any Indebtedness inaccuracy, violation or breach of any representation or warranty contained in Section 4(e)(iii) (Title) in an amount exceeding, in the Company existing as of the Closing Date after adjustment pursuant to Section 2(d)aggregate, $20,000,000.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, representations or warranties contained in Sections 3 and covenants contained herein4 of this Agreement, and, if there is an applicable survival period pursuant to Section 8(a9(a) above, provided that the Buyer makes a written claim for indemnification against the any Seller pursuant to Section 13(g) below within such survival period, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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 the Seller shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty of the Seller contained in Section 3(a)-(d) and Section 4 (a), Section 4(c)-(k) and Section 4(m) - (cc) above until the Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $100,000 aggregate threshold (at which point the Seller will be obligated to indemnify the Buyer from and against all such Adverse Consequences in excess of such threshold). (ii) The Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) MAMO (x) for any Taxes of the Company MAMO with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with Section 10(b)) to the portion of such period beginning before and ending on the Closing Date) and ), (y) for the unpaid Taxes of any Person (other than the CompanyMAMO (including Seller and its Affiliates) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign lawi), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (ia) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller within such survival periodin this Agreement, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (iib) The Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by by: (1) any Liability of the Company Seller which is not an Assumed Liability (whether including any Liability of the Seller that becomes a Liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or not accrued successor liability, or otherwise disclosedby operation of law); or (2) (x) for any Taxes Liability of any of the Company LMG Subsidiaries for unpaid Taxes with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date); or (3) and (y) any Liability of any of the LMG Subsidiaries for the unpaid Taxes of any Person (other than including the CompanySeller and its Subsidiaries) under Treas. Reg. Section 1.15021. 1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).40

Indemnification Provisions for Benefit of the Buyer. Subject to the provisions of Sections 6.1 and 6.4, Mr. Sherwood, severally but not jointly, and the remaining Sellers, joxxxxx xxx xxverally, shall indemnify, save and hold harmless the Buyer and its officers, directors, employees, representatives, agents, advisors and consultants and all of their respective heirs, legal representatives, successors and assigns (icollectively, the "BUYER INDEMNIFIED PARTIES") In the event the Seller breaches (from and against any and all Adverse Consequences arising from, out of or in any manner connected with or based on: (a) the event breach of any third party alleges facts that, if true, would mean covenant of any Seller or the Company or the failure by any Seller has breached) or the Company to perform in any material respects any obligation of its representations, warranties, and covenants a Seller or the Company contained herein, andthe Company Disclosure Schedule, if there is an applicable survival period or any certificate, document or agreement delivered by the Sellers or the Company pursuant to Section 8(athis Agreement; (b) above, provided that the Buyer makes a written claim for indemnification against the Seller within such survival period, then the Seller shall indemnify the Buyer from and against the entirety any inaccuracy in or breach of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end representation or warranty of any applicable survival period) resulting fromSeller or the Company contained herein, arising out of, relating to, in the nature ofCompany Disclosure Schedule, or caused any certificate, document or agreement delivered by the breach (Sellers or the alleged breach).Company pursuant to this Agreement; or (iic) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting fromact, arising out ofomission, relating tooccurrence, in the nature ofevent, condition or caused by circumstance occurring or existing at any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending time on or before the Closing Date (and involving or for any Tax year beginning before and ending after the Closing Date related to the extent allocable to assets, properties, business or operations now or previously owned or operated by the portion Company and not (A) disclosed in the Company Disclosure Schedule or (B) disclosed in the Company Financial Statements. The foregoing indemnities shall not limit or otherwise adversely affect the Seller Indemnified Parties' rights of such period beginning before and ending on the Closing Date) and (y) indemnity for the unpaid Taxes of any Person (other than the Company) Adverse Consequences under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise6.3. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained hereinin this Agreement, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to 10(g) below within such survival period, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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; provided, however, that (A) Seller shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation, warranty, or covenant of Seller until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $5,000 aggregate deductible (after which point Seller will be obligated only to indemnify the Buyer from and against further such Adverse Consequences) and (B) there will be a $200,000 aggregate ceiling on the obligation of Seller to indemnify the Buyer from and against Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by breaches of the alleged breach)representations, warranties, and covenants of Seller contained in this Agreement. (ii) The Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by by: (A) any Liability liability of Seller existing as of the Company date of closing (whether including any liability of Seller that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or not accrued successor liability, or otherwise disclosedby operation of law); or (B) (x) for any Taxes liability of the Company Seller or its Affiliates for unpaid Income Taxes or other unpaid Taxes with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwiseeffective date. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller or either Stockholder breaches (or in the event any third party alleges facts that, if true, would mean the Seller or either Stockholder has breached) any of its or his representations, warranties, and covenants contained hereinin this Agreement, and, if there is an applicable survival period pursuant to Section 8(a(S)8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller and the Stockholders pursuant to (S)10(h) below within such survival period, then each of the Seller shall and the Stockholders agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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); provided, however, that the Seller and the Stockholders shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach) of any representation or warranty of the Seller and the Stockholders contained in (S)3(f)-(ff) above until the Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $25,000 aggregate threshold (at which point the Seller and the Stockholders will be obligated to indemnify the Buyer from and against all such Adverse Consequences relating back to the first dollar). (ii) The In addition to their indemnification obligations under (S)8(b)(i) above, and notwithstanding any limitations on the Buyer's right to indemnification under (S)8(b)(i) above (whether such limitations relate to notice, amount, statute of limitations or otherwise), each of the Seller shall and the Stockholders agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences (including any Adverse Consequences which in the aggregate are less than $25,000) the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by by: (A) any Liability of the Company Seller which is not an Assumed Liability (including, without limitation, any Liability of the Seller (whether or not accrued such Liability or the facts or circumstances under which such Liability has arisen or may hereafter arise are disclosed in the Disclosure Schedule) that becomes a Liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, under Environmental, Health, and Safety Requirements, or otherwise disclosedby operation of law); or (B) (x) for any Taxes Liability of any of the Company with respect to any Tax year Seller or portion thereof ending on or before the Closing Date (or Stockholders for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwiseTaxes. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained hereinin this Agreement, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to Section 10(g) below within such survival period, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may shall suffer through and after the date of the claim for indemnification (including but excluding any Adverse Consequences the Buyer may shall suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused proximately by the breach (or the alleged breach). (ii) The Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may shall suffer resulting fromcaused proximately by any liability of the Seller which is not an Assumed Liability (including any liability of the Seller that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction, arising out of, relating to, in the nature ofunder any common law doctrine of de facto merger or successor liability, or caused otherwise by any Liability operation of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall agrees to indemnify the Buyer from and against the entirety of any Liabilities arising out certain costs related to termination of the ownership of the Shares or operation of the Company prior to the ClosingFacilities, Administration and Services Agreement dated May 1, 2000 as described therein. (iv) Buyer shall have the right to offset any amounts due from seller pursuant to Section 8(b) against amounts due and owing pursuant to the Buyer Note. (v) The Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences arising from any action or claim brought by the Buyer may suffer resulting from, arising out of, relating to, in the nature of, Employees or caused by any Indebtedness former employees of the Company existing as Seller relating to employment or termination of the Closing Date after adjustment pursuant to Section 2(d)such employees by Seller.

Indemnification Provisions for Benefit of the Buyer. (i) In the event any of the Seller Sellers breaches (or in the event any third party alleges facts that, if true, would mean any of the Seller Sellers has breached) any of its their representations, warranties, and covenants contained hereinherein (other than the covenants in Section 2(a) above and the representations and warranties in Section 3(a) above), and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against any of the Sellers pursuant to Section 10(h) below within such survival period, then each of the Sellers agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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 the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty of the Sellers contained in Section 4(a)-(j) and Section 4(l)-(y) above until the Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $25,000 aggregate threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such Adverse Consequences relating back to the first dollar). (ii) In the event any of the Sellers breaches (or in the event any third party alleges facts that, if true, would mean any of the Sellers has breached) any of his or its covenants in Section 2(a) above or any of his or its representations and warranties in Section 3(a) above, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to Section 10(h) below within such survival period, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (ii) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) Sellers breach any of its their Joint and Several representations, warranties, and covenants contained hereinherein during the period such representations, andwarranties and covenants survive, if there is an applicable survival period pursuant to Section 8(a) above, and provided that the Buyer makes a written claim for indemnification against any of the Seller Sellers pursuant to Section 10(h) below within such the applicable survival period, then each of the Seller shall Sellers agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). CORESTAFF, INC. STOCK PURCHASE AGREEMENT - 41 - 47 (ii) In the event any of the Sellers breaches (or in the event any third party alleges facts that, if true, would mean any of the Sellers has breached) any of his or her Several representations, warranties, and covenants contained herein, and provided that the particular representation, warranty, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Seller pursuant to Section 10(h) below within the applicable survival period, then such Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (iiiii) The Seller shall Each of the Sellers agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company Targets arising under United States Treasury Reg. Section 1. 1502-6 (whether or not accrued or otherwise disclosed) (x) for because the Targets once was a member of an Affiliated Group during any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes part of any Person (consolidated return year within any part of which consolidated return year any corporation other than the Company) under Section 1.1502-6 Targets also was a member of the Regulations adopted under the Code (or any similar provision of state, local, or foreign lawAffiliated Group), as a transferee or successor, by contract, or otherwise. (iiiiv) The Seller shall Each of the Sellers agree to indemnify the Buyer from and against the entirety of any Liabilities arising out Taxes which may become due and owing to any Governmental Authority by reason of the ownership sale of the Shares or operation of the Company prior Targets to the ClosingBuyer. (ivv) The Seller shall Each of the Sellers agree to indemnify the Buyer from and against the entirety of any Adverse Consequences which may become due and owing by reason of the Targets's failure to properly obtain any visas required for employees of the Targets to work in the United States. (vi) Each of the Sellers shall be liable for, and hereby indemnifies, the Buyer may suffer resulting fromfor all income Taxes imposed on the Targets with respect to any taxable year or period beginning before and ending on the Closing Date; provided, arising out ofhowever, relating tothat such indemnity shall be made only to the extent such Taxes are in excess of the reserve; if any, for such Tax Liability as reflected in the nature of, Financial Statements or caused by any Indebtedness in the computation of the Company existing Net Working Capital. In order to apportion appropriately any income Taxes relating to any taxable year or period that begins before and ends after the Closing Date, the Parties hereto shall, to the extent permitted or not prohibited by applicable law, elect with the relevant taxing authority, if required or necessary, to terminate the taxable year of the Targets as of the Closing Date after adjustment pursuant Date. In any case where applicable law does not permit the Targets to Section 2(d)treat such date as the end of a taxable year or period, then whenever it is necessary to determine the liability for income CORESTAFF, INC. STOCK PURCHASE AGREEMENT - 42 - 48 Taxes of the Targets, for a portion of a taxable year or period, such determination shall (unless otherwise agree to in writing by the Buyer and the Sellers) be determined by a closing of the Targets' books, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. In no event shall such apportionment of income Taxes be greater than the income Taxes which would have been allocated to the Targets if such income Taxes had been based upon a time period in proportion to the number of days during such taxable year or period the Sellers and the Buyer owned the stock in the Targets.

Indemnification Provisions for Benefit of the Buyer. (i) i. In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) Members breach any of its their representations, warranties, and covenants contained hereinin this Agreement, and, if there is an applicable survival period pursuant to Section 8(a8(f) above, provided that the Buyer makes a written claim for indemnification against the Seller and the Members within such survival period, then the Seller shall and Members agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including resulting from, arising out of, relating to, in the nature of, or caused by the breach. ii. In the event the Seller or the Members breach any of its representations, warranties, and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to Section 8(f) above, provided that the Buyer makes a written claim for indemnification against the Seller and the Members within such survival period, then the Seller and the Members agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the end date of any applicable survival period) the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) iii. The Seller shall and the Members agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (Seller, other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwiseAssumed Liabilities. (iii) iv. The Seller shall indemnify and the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior Members agree to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness Liability of the Company existing as Seller for Taxes of the Closing Date after adjustment pursuant Seller with respect to the Acquired Assets. v. The Seller and the Members agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Seller in relation to the termination of any of the Seller's employees who are not employed by the Buyer. vi. The Seller shall not have any liability to the Buyer for any Adverse Consequences set forth in this Section 2(d)8(i) to the extent that such Adverse Consequences are covered by insurance of the Buyer. Buyer shall cause its insurer to waive any subrogation rights against Seller.

Indemnification Provisions for Benefit of the Buyer. (ia) In the event the that Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained herein, in this Agreement and, if in the case of representations and warranties there is an applicable survival period pursuant to Section 8(a) above, 9.1 provided that the Buyer makes a written claim for indemnification against Seller on or prior to the Seller within such expiration of the survival period, then Seller agrees, subject to the Seller shall limitations contained in Section 9.8, to indemnify the Buyer from and against the entirety of any of: all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, Obligations, Taxes, liens, losses, expenses, and fees, including court costs and reasonable attorneys' fees and expenses (collectively, "Adverse Consequences the Consequences") which Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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) in excess of a $500,000 aggregate deductible ("Seller Deductible"), after which point Seller will be obligated to indemnify Buyer from and against all further Adverse Consequences above the Seller Deductible. The Seller Deductible shall be reduced (but not below zero) by the amount that Company Equity on the Closing Balance Sheet is less than the Pro forma Equity. (iib) The Seller shall also indemnify the Buyer from and against the entirety of any Adverse Consequences the which Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Obligation of Seller, the Company or any Shareholder which is not an Assumed Liability or Assumed Obligation (including any Obligation of Seller that becomes an Obligation of the Company (whether Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or not accrued successor liability, under Environmental, Health, and Safety Requirements, or otherwise disclosed) (x) for any Taxes by operation of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) Stockholders breach any of its representations, warranties, their (i) representations and covenants warranties contained hereinin this Agreement, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller or the Seller Stockholders, as the case may be, pursuant to Section 10(g) below within such survival period, or (ii) covenants contained in this Agreement, and the Buyer makes a written claim for indemnification against the Seller or the Seller Stockholders, as the case may be, pursuant to Section 10(g) below, then the Seller shall and the Seller Stockholders, jointly and severally, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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; provided, however, that (A) the Seller and the Seller Stockholders shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (of any representation, warranty or covenant of the Seller or the alleged breachSeller Stockholders until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of US$50,000 in the aggregate (the "Basket"), in which case the Buyer shall be entitled to recover the full amount of such claims, including the amounts included in the Basket, pursuant to this Agreement, and (B) there shall be a US$500,000 aggregate ceiling on the obligation of the Seller and the Seller Stockholders to indemnify the Buyer from and against Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by such breaches of the representations, warranties or covenants of the Seller or the Seller Stockholders. (ii) The Seller shall and the Seller Stockholders, jointly and severally, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability (A) liability of the Company Seller (whether including any liability of the Seller that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or not accrued successor liability, or otherwise disclosedby operation of law), (B) (x) for any Taxes liability of the Company Business arising, incurred, for or in connection with respect to any Tax year or portion thereof ending period on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date prior to the extent allocable to the portion of such period beginning before and ending on the Closing Date, or (C) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 breach of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from terms and against the entirety of any Liabilities arising out provisions of the ownership of the Shares or operation of the Company prior to the ClosingTransitional Services Agreement. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In The Sellers and Parent, jointly and severally, agree to indemnify the event the Seller breaches Buyer, its officers, directors, agents, employees, stockholders and Affiliates, and hold them harmless from, against, for and in respect of, and shall pay any and all damages, losses, obligations, liabilities, claims, encumbrances, deficiencies, costs and expenses, including without limitation reasonable attorney's fees, and other costs and expenses incident to any action, investigation, claim or proceeding (collectively, "Damages") suffered, sustained, incurred or required to be paid by any of them as a result of (A) a breach of any representation or warranty made by Parent or Sellers in the event this Agreement; (B) a breach of any third party alleges facts that, if true, would mean the Seller has breachedcovenant of Parent or Sellers made in this Agreement; (C) any Excluded Liability; (D) any Liability of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller within such survival period, then the Seller shall indemnify the Buyer from and against the entirety of Parent or any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification Retained Subsidiaries other than those Liabilities of Parent or any of the Retained Subsidiaries set forth on Exhibit A; and (including E) any Adverse Consequences the Buyer 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).Acquired Subsidiaries Excluded Liabilities as set forth on Exhibit K. (ii) The Seller shall indemnify the Buyer indemnification by Sellers and Parent (A) under Article 8(b) will not apply to any Damages which result from and against the entirety breaches of any Adverse Consequences the Buyer may suffer resulting fromrepresentations and warranties of Sellers and Parent, arising out of, relating to, in the nature ofif Buyer, or caused by any Liability of the Company (whether member or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion partner thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of statehad knowledge, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. date hereof, of a fact or circumstance that existed which would cause the respective representation or warranty made by Sellers or Parent to be incomplete or incorrect; and (ivB) The Seller shall indemnify under 8(b)(i)(A) will not apply unless and until the Buyer aggregate Damages from and against the entirety breaches to which 8(b)(i)(A) applies exceed a cumulative aggregate of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to$500,000, in which event Sellers and Parent shall be liable to indemnify Buyer for all Damages in excess of $500,000. Furthermore, in no event shall the nature of, or caused by any Indebtedness of indemnification to Buyer under Section 8(b) exceed the Company existing as of the Closing Date after adjustment pursuant to Section 2(d)Cash Purchase Price.

Indemnification Provisions for Benefit of the Buyer. (ia) In the event the Seller Company breaches (or in the event any third party alleges facts that, if true, would mean the Seller Company has breached) any of its representationsrepresentations or warranties contained in Section 4 above when made or at and as of the Closing Date as though made as of such date (unless such representation or warranty is specifically made as of an earlier date, warranties, in which case it shall remain true and covenants contained hereincorrect as of such earlier date), and, if there is an applicable survival period pursuant to Section 8(a) 8.1 above, provided that the Buyer makes a written claim for indemnification against any of the Seller Significant Stockholders pursuant to Section 10.8 below within such survival period, then the Seller shall Significant Stockholders, jointly and severally, agree to indemnify the Buyer (including, after the Closing, the Surviving Corporation for all purposes of this Section 8) from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (b) In the event the Company or any of the Significant Stockholders breaches (or in the event any third party alleges facts that, if true, would mean the Company or any of the Significant Stockholders has breached) any of their covenants or agreements contained herein (other than the covenants or agreements of the Significant Stockholders in Section 2.1 above), and, if there is an applicable survival period pursuant to Section 8.1 above, provided that the Buyer makes a written claim for indemnification against any of the Significant Stockholders pursuant to Section 10.8 below within such survival period, then the Significant Stockholders, jointly and severally, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (iic) In the event any of the Significant Stockholders breaches (or in the event any third party alleges facts that, if true, would mean any of the Significant Stockholders has breached) any of his or its covenants or agreements in Section 2.1 above or any of his or its representations or warranties in Section 3.1 above when made or at and as of the Closing Date as though made as of such date (unless such representation or warranty is specifically made as of an earlier date, in which case it shall remain true and correct as of such earlier date), and, if there is an applicable survival period pursuant to Section 8.1 above, provided that the Buyer makes a written claim for indemnification against the Significant Stockholder pursuant to Section 10.8 below within such survival period, then such Significant Stockholder, severally and not jointly, agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (d) The Seller shall Significant Stockholders, jointly and severally, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) its Subsidiaries for the unpaid Taxes of any Person (other than any of the CompanyCompany and its Subsidiaries) under Treas. Reg. Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iiie) The Seller shall indemnify the Buyer from Significant Stockholders, jointly and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior severally, agree to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by the action of any Indebtedness Dissenting Stockholder under Section 262 of the DGCL (provided, however, that to the extent that any amount is finally paid to a Dissenting Stockholder for the fair value of its Company existing as of Common Shares, such Adverse Consequences shall be reduced by the Closing Date after adjustment pursuant to Section 2(dCommon Share Price for such Dissenting Stockholder’s Company Common Shares).

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its the Sellers breaches any of their representations, warranties, and covenants contained hereinherein (other than the representations and warranties in Section 3(a) above) or any certificate, document or agreement delivered or entered into at the Closing and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against any of the Sellers pursuant to Section 11(g) below within such survival period, then each of the Sellers, proportionate to each Seller's Indemnity Share, agrees to indemnify the Buyer, the Target, their Affiliates, officers, directors, employees and agents, from and against the entirety of any Adverse Consequences they may suffer through and after the date of the claim for indemnification (including any Adverse Consequences they 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; provided, however, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation, warranty or covenant of the Sellers contained in this Agreement until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of US$50,000 ("Buyer's Deductible") whereupon the Buyer shall be entitled to claim indemnification for the amount in excess of $50,000, provided that in no event shall the aggregate indemnification obligations of Sellers exceed US $8,500,000. (ii) In the event any of the Sellers breaches any of his or its representations and warranties in Section 3(a) above, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to Section 11(g) below within such survival period, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (ii) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (ia) In If the event Seller, the Seller Shareholder, the Partnership or the Partner breaches (or in if any Person other than the event any third party Buyer alleges facts that, if true, would mean the Seller Seller, the Shareholder, the Partnership or the Partner has breached) any of its the representations or warranties of the Seller, the Shareholder, the Partnership or the Partner contained herein and the Buyer gives notice thereof to the Agent within the Survival Period, or if the Seller, the Shareholder, the Partnership or the Partner breaches (or if any Person other than the Buyer alleges facts that, if true, would mean the Seller, the Shareholder, the Partnership or the Partner has breached) any covenants of the Seller, the Shareholder, the Partnership or the Partner contained herein or any representations, warrantieswarranties or covenants of the Seller, the Shareholder, the Partnership or the Partner contained in any Other Seller Agreement and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against gives notice thereof to the Seller within such survival periodAgent, then the Seller shall Seller, the Shareholder and the Partner agree to jointly and severally indemnify and hold harmless the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (ii) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, to or caused by any Liability of the Company (foregoing regardless of whether the Adverse Consequences are suffered during or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date Survival Period; provided, however, that the Partner shall be required to the extent allocable to the portion of such period beginning before indemnify and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify hold harmless the Buyer from and against only such Adverse Consequences as result from, arise out of, relate to or are caused by breaches of the entirety representations, warranties or covenants of the Partner. In determining whether there has been a breach of any Liabilities arising out representation or warranty contained in Section 3.1 and in determining for purposes of the ownership preceding sentence the amount of Adverse Consequences suffered by the Shares Buyer, such representations and warranties shall not be qualified (other than by the references to "material" set forth in Section 3.1(u)) by "material," "materiality," "in all material respects," "best knowledge," "best of knowledge" or operation "knowledge" or words of the Company prior to the Closing. (iv) similar import, or by any phrase using any such terms or words. The Seller shall and the Shareholder also agree to jointly and severally indemnify and hold harmless the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting which result from, arising arise out of, relating relate to or are caused by the consummation of the transactions contemplated by this Agreement, whether or not such matter was known or disclosed to the Buyer, was disclosed on any Exhibit hereto or is a matter with respect to which the Seller, the Shareholder, the Partnership or the Partner did or did not have knowledge, including, without limitation, any act or omission of the Seller, the Shareholder, the Partnership or the Partner or any predecessor with respect to, in or any event or circumstance related to, the nature ofSeller's, the Shareholder's, the Partnership's or caused by the Partner's or any Indebtedness predecessor's ownership, occupation, use or operation of any of the Company existing as Acquired Assets, the Excluded Assets or any other assets or properties or the conduct of the Closing Date after adjustment pursuant to Section 2(d).its or their business, regardless of whether

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against any of the Seller within such survival periodtherefor, then then, the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences (as defined in the First Acquisition Agreement) that the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (ii) The Seller If any third party shall indemnify the notify Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company Fields (whether or not accrued or otherwise discloseddefined below) (x) for any Taxes of the Company with respect to any Tax year matter (a "Third Party Claim") which may give rise to a claim for indemnification against the Seller under this ' 6, then Buyer or portion Fields, as applicable, shall promptly notify the Seller thereof ending in writing, provided, however, that no delay on the part of Fields or before Buyer, as applicable, in notifying the Closing Date Seller shall relieve the Seller from any obligation hereunder unless (or for any Tax year beginning before and ending after the Closing Date then solely to the extent allocable extent) the Seller is prejudiced. The indemnification procedure respecting a Third Party Claim hereunder shall be the same as set forth in Section 9(c) of that certain Stock Acquisition Agreement, dated as of September 2, 1997 (the "First Acquisition Agreement"), by and between Xxx. Xxxxxx' Holding Company, Inc., a Delaware corporation ("Fields"), the Company and the Seller (therein referred to as the portion Principal Shareholder). (For purposes of such period beginning before this Agreement, the term Stock Acquisition Agreements shall mean collectively (A) the First Acquisition Agreement, (B) the Stock Purchase Agreement, dated as of January 2, 1998, by and ending on between Fields and the Closing Date) Seller, and (yC) for the unpaid Taxes Stock Purchase Agreement, dated as of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of stateJune 12, local, or foreign law), as a transferee or successor1998, by contract, or otherwiseand between Fields and the Seller.) (iii) The Seller All claims for indemnification made under this Agreement shall indemnify be subject to the Buyer from terms and against the entirety conditions of any Liabilities arising out Sections 9(d) (Determination of Adverse Consequences), (f) (Rights of Offset) and (g) (Limitation of Rights of Offset) of the ownership First Acquisition Agreement, and the indemnity payment required of the Shares or operation of Seller for such claims shall be determined as if the Company prior to claims were made under the ClosingFirst Acquisition Agreement. (iv) The Seller shall indemnify the Buyer from foregoing indemnification provisions are in addition to, and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out not in derogation of, relating toany statutory, in the nature ofequitable, or caused by any Indebtedness common law remedy Fields or the Seller may have for breach of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d)representation, warranty, or covenant.

Indemnification Provisions for Benefit of the Buyer. (i) In Subject to the event limitations contained in this Section 8, and except for any payment or indemnification obligations of the Seller breaches (or in under Section 2(b)(iv), which are subject exclusively to the event any third party alleges facts thatterms thereunder and excluded from this Section 8, if trueafter Closing, would mean the Seller has breached) any of its representations, warranties, Entities hereby jointly and covenants contained herein, and, if there is an applicable survival period pursuant severally agree to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller within such survival period, then the Seller shall indemnify the Buyer and its officers and directors, shareholders and Affiliates against, and hold them harmless from, any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) other than punitive damages, lost profit, or consequential, special or incidental damages (a “Loss”) suffered or incurred by any such indemnified party caused by, resulting from and against the entirety or arising out of (A) any breach of any Adverse Consequences representation or warranty of the Buyer may suffer through and Seller Entities contained in this Agreement, (B) any breach of any covenant of the Seller Entities contained in this Agreement which by its terms requires performance after the date of the claim for indemnification Closing Date, (including C) any Adverse Consequences the Buyer 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). (ii) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Income Taxes of the Company with respect attributable to any Tax year taxable periods ending prior to or portion thereof ending on or before the Closing Date (Date, including liabilities of the Company under consolidated, combined or unitary income or franchise Tax Returns and liabilities related to the Tax Returns of the Seller Entities, but excluding any Taxes for which there is an adequate accrual or reserve on the Most Recent Financial Statements or any Tax year beginning before and ending Taxes attributable to transactions not in the Ordinary Course of Business occurring after the Closing Date which are effectuated or initiated by the Buyer or the Company, (D) Taxes related to the Overlap Period to the extent allocable to the portion of such period beginning before and ending on the Closing Date as set forth in Section 9(c), (E) any product sold or any services performed by the Company prior to the Closing Date) , (F), any Third Party Claim relating to wages or other compensation of any current or former Employees of the Company, any Employee Benefit Plan or any Environmental, Safety or Health Requirement, in each case arising from events that occurred prior to the Closing Date, and (yG) for the unpaid Taxes any act of fraud, intentional tort or willful misconduct by any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (Seller Entity or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (ivii) The Buyer acknowledges and agrees that neither the Seller Entities nor any of their Affiliates shall indemnify have any liability under any provision of this Agreement for any Loss to the extent that such Loss relates to actions taken by or omitted to be taken by the Buyer from and against or the entirety of any Adverse Consequences Company after the Buyer may suffer resulting from, arising out of, relating to, Closing Date or such Loss arises in the nature of, or caused by any Indebtedness conduct of the business of the Company existing as of by the Buyer or the Company after the Closing Date after adjustment pursuant to Section 2(d)Date.

Indemnification Provisions for Benefit of the Buyer. (i) i. In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained hereinin this Agreement, and, if there is an applicable survival period pursuant to Section 8(a8(f) above, provided that the Buyer makes a written claim for indemnification against the Seller within such survival period, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). If the Escrow Fund is not sufficient to cover any such Adverse Consequences, then the Buyer shall be entitled to seek payment directly from the Seller and, if the Seller cannot or will not cover such Adverse Consequences, then the Buyer shall be entitled to seek payment directly from the Sole Shareholder and, if the Sole Shareholder cannot or will not cover such Adverse Consequences, then the Buyer shall be entitled to seek payment directly from FutureOne, Inc. ii. The Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability (with the exception of any Assumed Liability) of the Seller. (ii) iii. The Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Seller's operation of the Acquired Assets before the Closing. iv. The Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability (with the exception of any Assumed Liability) of the Seller for Taxes of the Seller related to the Acquired Assets. v. The Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or Seller in relation to the termination of any of the Seller's employees who are not accrued or otherwise disclosed) (x) employed by the Buyer. vi. The Seller shall not have any Liability to the Buyer for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date Adverse Consequences set forth in this Section 8(h) to the extent allocable that such Adverse Consequences are covered by insurance of the Buyer. vii. Notwithstanding anything contained herein to the portion contrary, the Seller shall have no Liability to the Buyer as a result of any breach of any representation, warranty or covenant, to the extent that the Buyer knew that such period beginning before and ending on representation, warranty or covenant was incorrect prior to the Closing Date) and (y) for , except when such breach is the unpaid Taxes result of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (fraud or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwisewillful misconduct. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representationsrepresentations and warranties contained in [section]3(a) and [section]4 of this Agreement, warranties, and any covenants contained hereinin this Agreement or any representations and warranties contained in any stock transfer or other conveyance executed pursuant to this Agreement, and, if there is an applicable survival period pursuant to Section 8(a[section]8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to [section]11(g) below within such survival period, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may shall suffer through and after the date of the claim for indemnification (including but excluding any Adverse Consequences the Buyer may shall suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused proximately by the breach (or breach; provided, however, that the alleged breach). (ii) The Seller shall not have any obligation to indemnify the Buyer from and against the entirety of any Adverse Consequences caused by the breach of any representation or warranty of the Seller contained in [section]4 of this Agreement other than those contained in [section]4(j), (m) and (n). Seller's indemnification obligation to the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company pursuant to this Subsection and [section]10 (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company other than with respect to breaches of the representations and warranties of Seller contained in [section][section]3(a) and 4(b)) together with Valcor's indemnification obligations under the USRP Agreement shall not exceed $4,000,000 in the aggregate, determined, as of any Tax year relevant date, based upon claims actually paid as of such date by Valcor to Buyer or portion thereof ending on or before the Closing Date (or USRP. Buyer agrees that it will not seek indemnification for any Tax year beginning before claim under this Subsection unless the aggregate of all claims under this Subsection together with all claims under the USRP Agreement , determined as of the date any claim is made, will result in loss to Buyer and/or USRP in excess of $250,000 in the aggregate, and ending after the Closing Date then only to the extent allocable of such excess, up to and subject to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise$4,000,000 limitation specified above. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained hereinin this Agreement, and, if there is an applicable survival period pursuant to Section 8(a8(f) above, provided that the Buyer makes a written claim for indemnification against any of the Seller Principal Stockholders within such survival period, then each of the Seller shall Principal Stockholders agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (ii) The In the event any of the Seller shall Principal Stockholders breaches (or in the event any third party alleges facts that, if true, would mean any of the Seller Principal Stockholders has breached) any of his/her or its representations, warranties, and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to Section 8(f) above, provided that the Buyer makes a written claim for indemnification against the Seller Principal Stockholders within such survival period, then the Seller Principal Stockholders agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (iii) Each of the Seller Principal Stockholders agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company Seller which is not reflected on the Most Recent Financial Statements (whether or not accrued including any Liability of the Seller that becomes a Liability of the Buyer under any bulk transfer law of any jurisdiction, under any Environmental, Health, and Safety Requirements, for unpaid Taxes, or otherwise disclosed) (x) for any Taxes by operation of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. ; (iv) The Each of the Seller shall Principal Stockholders agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness Liability of the Company existing Seller for Taxes of the Seller with respect to any Tax year or portion thereof ending on or before the Closing Date, to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Most Recent Financial Statements (rather than in any notes thereto), as such reserve is adjusted for the passage of time through the Closing Date after adjustment pursuant to in accordance with the past custom and practice of the Seller in filing its Tax Returns and (b) for the unpaid Taxes of any Person (other than the Seller) under Reg. Section 2(d1. 1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise.

Indemnification Provisions for Benefit of the Buyer. (i) In the event event: (x) the Sellers breach any of their representations or warranties (without giving effect to any supplement to the Schedules, any qualification as to materiality, Material Adverse Effect, Knowledge, awareness or concepts of similar import, or any qualification or limitation as to monetary amount or value) contained herein (other than a representation or warranty contained in Section 4(c)(iii)); (y) there is an applicable survival period pursuant to Section 8(a); and (z) the Buyer makes a written claim for indemnification against the Sellers pursuant to Section 11(g) within such survival period, then the 24 Sellers agree to indemnify the Buyer Indemnitees from and against any Adverse Consequences to the extent they are caused proximately by the breach and suffered by such the Buyer Indemnitees; provided, that the Sellers shall not have any obligation to indemnify the Buyer Indemnitees from and against any such Adverse Consequences (A) until the Buyer Indemnitees, in the aggregate, have suffered Adverse Consequences by reason of all such breaches in excess of an aggregate deductible amount equal to 1% of the Purchase Price (after which point the Sellers shall be obligated only to indemnify the Buyer Indemnitees from and against further such Adverse Consequences) or thereafter (B) to the extent the Adverse Consequences the Buyer Indemnitees, in the aggregate, have suffered by reason of all such breaches exceeds an aggregate ceiling amount equal to 50% of the Purchase Price (after which point the Seller breaches shall have no obligation to indemnify the Buyer Indemnitees from and against further such Adverse Consequences). (or in ii) In the event any third party alleges facts that, if true, would mean event: (x) the Seller has breached) Sellers breach any of its representationstheir covenants or obligations in Sections 2 or 6 or any other covenants or obligations in this Agreement or any representation or warranty contained in Section 4(c)(iii) (in each case above without giving effect to any supplement to the Schedules, warrantiesany qualification as to materiality, Material Adverse Effect, Knowledge, awareness or concepts of similar import, or any qualification or limitation as to monetary amount or value); (y) there is an applicable survival period pursuant to Section 8(a); and covenants contained herein(z) the Buyer makes a written claim for indemnification against the Sellers pursuant to Section 11(g) within such survival period, andthen the Sellers agree to indemnify the Buyer Indemnitees from and against the entirety of any Adverse Consequences caused proximately by such breach and suffered by the Buyer Indemnitees. (iii) The Sellers shall indemnify and hold harmless the Buyer Indemnitees against any and all Adverse Consequences resulting by reason of (a) joint and several liability with the Sellers arising by reason of having been required to be aggregated with the Sellers under Section 414(o) of the Code, if or having been under "common control" with the Sellers, within the meaning of Section 4001(a)(14) of ERISA. (iv) In the event: (x) there is an applicable survival period pursuant to Section 8(a) above, provided that and (y) the Buyer makes a written claim for indemnification against the Seller Sellers pursuant to Section 11(g) within such survival period, then the Seller shall Sellers agree to indemnify the Buyer Indemnitees from and against the entirety of any Adverse Consequences caused proximately by, and suffered by the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating Indemnitees with respect to, any environmental condition, claim or loss with respect to the Acquired Companies arising as a result of events occurring on or prior to the Closing Date, including without limitation, the matters disclosed in the nature of, or caused by the breach (or the alleged breachSchedule 4(i). (iiv) The To the extent any Buyer Indemnitee becomes liable to, and is ordered to and does pay to any third party, punitive, exemplary, special or consequential damages proximately caused by a breach by any Seller shall indemnify the Buyer from and against the entirety of any representation, warranty or covenant contained in this Agreement, then such punitive, exemplary, special or consequential damages shall be deemed actual damages to such Buyer Indemnitee and included within the definition of Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability for purposes of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under this Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise8. (iiivi) The Seller shall indemnify Except for the rights of indemnification provided in this Section 8, the Buyer from and hereby waives any claim or cause of action pursuant to common or statutory law or otherwise against the entirety Sellers arising from any breach by the Sellers of any Liabilities arising out of their representations, warranties or covenants under this Agreement or the ownership of the Shares or operation of the Company prior to the Closingtransactions contemplated hereby. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller Holdings breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(ass.8(a) above, provided that the Buyer makes a written claim for indemnification against to the Seller Stockholder Representatives pursuant to ss.10(f) below within such survival period, then from and after the Seller shall indemnify Closing Date, the Buyer shall be indemnified out of the Holdback Shares from and against the entirety of any Adverse Consequences Losses (including Losses of Holdings, the Company or any Subsidiary) the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (ii) The Seller shall indemnify From and after the Closing Date, if there is an applicable survival period pursuant to ss.8(a) above, provided that the Buyer makes a written claim for indemnification to the Stockholder Representatives pursuant to ss.10(f) below within such survival period, the Buyer shall be indemnified out of the Holdback Shares from and against the entirety of any Adverse Consequences Losses (including Losses of Holdings, the Company or any Subsidiary) the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) its Subsidiaries for the unpaid Taxes of any Person (other than any of the CompanyCompany and its Subsidiaries) under Section 1.1502Treas. Reg. ss.1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify If any Dissenting Stockholder properly exercises appraisal rights under the DGCL, if there is an applicable survival period pursuant to ss.8(a) above, provided that the Buyer makes a written claim for indemnification pursuant to ss.10(f) below within such survival period, the Buyer shall be indemnified out of the Holdback Shares from and against the entirety any Losses (including Losses of any Liabilities arising out of the ownership of the Shares or operation of Holdings, the Company prior to the Closing. (ivor any Subsidiary) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness such Stockholder's exercise of appraisal rights, but only to the extent such Losses are in excess of the Company existing as value of the Closing Date after adjustment Merger Consideration retained by the Buyer pursuant to Section 2(d)ss.2(d)(vi) hereof.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller Company breaches (or in the event any third party alleges facts that, if true, would mean the Seller Company has breached) any of its representations, warranties, and covenants contained hereinherein (other than the covenants in ss.2(a) above and the representations and warranties in ss.3(a) above), and, if there is an applicable survival period pursuant to Section 8(ass.8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller Company pursuant to ss.11(h) below within such survival period, then the Seller shall indemnify Company agrees to indemnity the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (ii) The Seller shall Company agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of any of the Company (whether or not accrued or otherwise disclosed) and its Subsidiaries (x) for any Taxes of the Company and its Subsidiaries with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with ss.9(c)) to the portion of such period beginning before and ending on the Closing Date): to the extent such Taxes are not reflected in the reserve for Taxes owed (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) and (y) for shown on the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 face of the Regulations adopted under Most Recent Balance Sheet (rather than in any notes thereto, and prepared in accordance with the Code (or any similar provision generally accepted accounting principles of state, local, or foreign lawthe jurisdiction imposing the tax), as a transferee or successor, by contract, or otherwisesuch reserve is adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company and its Subsidiaries in filing their Tax Returns. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior agrees to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness the purchase by the Buyer of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d)Securities.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained hereinin the Asset Purchase Agreement, and, if there is an applicable survival period pursuant to Section 8(a5(a) above, provided that the Buyer makes a written claim for indemnification (specifying in reasonable detail the Basis for such indemnification claim) against the Seller Incomnet pursuant to Section 7(h) below within such survival period, then the Seller shall Incomnet agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences (but subject to Section 5(g)) the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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). (ii) The Seller shall In the event Incomnet breaches (or in the event any third party alleges facts that, if true, would mean Incomnet has breached) any of its representations, warranties, and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to Section 5(a) above, provided that the Buyer makes a written claim for indemnification (specifying in reasonable detail the Basis for such indemnification claim) against Incomnet pursuant to Section 7(h) below within such survival period, then Incomnet agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences (but subject to Section 5(g)) the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, or caused by the breach (or the alleged breach). (iii) Incomnet agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company Seller which is not an Assumed Liability (whether or not accrued or otherwise disclosed) (x) for excluding any Taxes Liability of the Company with respect to Seller that becomes a Liability of the Buyer under any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes bulk transfer law of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign lawjurisdiction), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify Pursuant to Section 2(c)(iii) of the Asset Purchase Agreement, the Buyer from shall deliver to the Escrow Agent at Closing a number of Buyer Shares representing four percent (4%) of the Buyer Shares on a Fully-Diluted Basis (the "Escrowed Shares"). For purposes of this Agreement, the term "Escrow Claim" means any and all claims against the entirety Escrowed Shares, individually or in the aggregate, made by Buyer under the terms and conditions of the Escrow Agreement. Neither the assertion of nor the failure to assert an Escrow Claim will relieve Incomnet of any Adverse Consequences of its indemnification obligations under the Buyer may suffer resulting fromterms and subject to the conditions of this Agreement, arising out of, relating to, except to the extent such Escrow Claim is satisfied in the nature of, whole or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d)in part thereby.

Indemnification Provisions for Benefit of the Buyer. (ia) In the event any of the Seller Sellers breaches (or in the event any third party alleges facts that, if true, would mean any of the Seller Sellers has breached) any of its their representations, warranties, and covenants contained herein, herein and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against any of the Seller Sellers pursuant to Section 7.9 below within such the survival periodperiod specified in Section 6.1 hereof, then each of the Seller shall Sellers agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable the survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). Notwithstanding the foregoing to the contrary, none of the Sellers shall be required to indemnify the Buyer from any Adverse Consequences pursuant to this Section 6.2 (a) until the Buyer has suffered Adverse Consequences in excess of a $100,000 aggregate threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such Adverse Consequences in excess of such threshold). There shall be excluded from the Sellers' indemnification obligations in this Section 6.2(a) those indemnification obligations specifically set forth in Section 6.2(d) relating to certain tax information reporting requirements. (iib) The Seller shall Each of the Sellers agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Treas. Reg. Section 1.15021. 1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iiic) Notwithstanding the foregoing to the contrary, the Sellers' indemnification obligations under Section 6.2(a) and (b) hereof shall not exceed $400,000, in the aggregate. The individual indemnification obligations of each Seller under such provisions shall not exceed $133,333. Seller shall be given an option (i) to satisfy any indemnification obligation of a Seller hereunder by canceling shares of the Buyer Common Stock (valued at the current market price but not less than $4.00 per share) issued to such Seller equaling such Seller's indemnity obligations hereunder, or (ii) to satisfy any indemnification obligation of a Seller hereunder in cash. Each of the Sellers hereby agrees that certificates representing 33,334 shares of the Buyer Common Stock to be issued to such Seller shall be endorsed with a restrictive legend evidencing such Seller's indemnification obligations hereunder. Such restrictive legend shall be removed after eighteen months from the Closing Date upon request by the Seller. (d) In addition to the other indemnification obligations of Sellers contained in this Agreement, the Sellers jointly and not severally, agree to indemnify the Buyer and the Company from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences (including the Company's attorneys' fees) up to a maximum of $225,000 which the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness a claim asserted by the Internal Revenue Service for certain taxes, penalties and interest regarding the Company's alleged obligation to file Forms 1099 (and pay backup withholding taxes) in connection with the amounts that the Company pays to landowners in order to conduct operations on their properties. Sellers' indemnification obligations under this Section 6.2(d) shall be satisfied in accordance with the provisions of the Company existing as of the Closing Date after adjustment pursuant to Escrow Agreement described in Section 2(d)1.3 above.