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

Indemnification Provisions for Benefit of the Purchaser. (a) In the event the Seller Parties breach, or in the event any third party alleges facts that, if true, would mean the Seller Parties have breached, any of its representations, warranties or covenants contained in this Agreement, provided that the Purchaser makes a written claim for indemnification against the Seller Parties, then SHOC and the Principals each jointly and severally agree to indemnify the Purchaser from and against the entirety of any Adverse Consequences the Purchaser may suffer through and after the date of the claim for indemnification resulting from, arising out of or caused by the breach or the alleged breach. (b) SHOC and the Principals each jointly and severally agree to indemnify the Purchaser from and against the entirety of any Adverse Consequences the Purchaser may suffer resulting from, arising out of, relating to, in the nature of or caused by: (i) any liability of the Seller which is not an Assumed Liability or in any way arising out of an act or omission of the Seller Parties prior to Closing (other than an Assumed Liability); (ii) any liability of the Seller Parties that is imposed on the Purchaser by operation of law, including under any bulk transfer law of any jurisdiction or under any common law doctrine of de facto merger or successor liability, which is not an Assumed Liability; (iii) any liability of the Seller Parties for the unpaid taxes which are not an Assumed Liability of any person as a transferee or successor, by contract, or otherwise; and (iv) any other indemnity by a Seller Party under this Agreement. The indemnification provisions by SHOC and the Principals are joint and several. Accordingly, the Purchaser shall not be obligated to: (i) join all of SHOC and the Principals in any action under any indemnity hereunder; (ii) satisfy any actions or judgments against any Person or all of them; or (iii) pursue any available remedies against any particular Person or all of them, prior to pursuing remedies against and satisfying judgments or other collection rights against any other Person.

Indemnification Provisions for Benefit of the Purchaser. (ai) In the event the any Seller Parties breach, breaches (or in the event any third party alleges facts that, if true, would mean the any Seller Parties have has breached, ) any of its representations, warranties or warranties, and covenants contained in this Agreementherein, and, if there is an applicable survival period pursuant to Section 10(a) above, provided that the Purchaser makes make a written claim for indemnification against the Seller PartiesSellers within such survival period, then SHOC and the Principals each Sellers shall jointly and severally agree to indemnify the Purchaser from and against the entirety of any Adverse Consequences the Purchaser may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Purchaser may suffer after the end of any applicable survival period) resulting from, arising out of of, relating to, in the nature of, or caused by the breach (or the alleged breach). For purposes of this Agreement, “Adverse Consequences” means 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, lost value, expenses, and fees, including court costs and attorneys' fees and expenses. (bii) SHOC and the Principals each jointly and severally agree to The Sellers shall indemnify the Purchaser from and against the entirety of any Adverse Consequences the Purchaser may suffer resulting from, arising out of, relating to, in the nature of of, or caused by: (i) by any liability Liability of the Seller which is Company (whether or not an Assumed Liability accrued or in otherwise disclosed) (x) for any way arising out of an act or omission taxes of the Seller Parties prior Company with respect to any tax year or portion thereof ending on or before the Closing Date (other than an Assumed Liability); (ii) or for any liability Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of the Seller Parties that is imposed such period beginning before and ending on the Purchaser by operation of law, including under any bulk transfer law of any jurisdiction or under any common law doctrine of de facto merger or successor liability, which is not an Assumed Liability; Closing Date) and (iiiy) any liability of the Seller Parties for the unpaid taxes which are not an Assumed Liability of any person 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; and. (iii) The Seller shall indemnify the Purchaser 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) any other indemnity by a The Seller Party under this Agreement. The indemnification provisions by SHOC and the Principals are joint and several. Accordingly, shall indemnify the Purchaser shall not be obligated from and against the entirety of any Adverse Consequences the Purchaser may suffer resulting from, arising out of, relating to: (i) join all of SHOC and , in the Principals in nature of, or caused by any action under any indemnity hereunder; (ii) satisfy any actions or judgments against any Person or all of them; or (iii) pursue any available remedies against any particular Person or all of them, prior to pursuing remedies against and satisfying judgments indebtedness or other collection rights against any other PersonLiabilities of the Company existing as of the Closing Date.

Indemnification Provisions for Benefit of the Purchaser. (a) In the event that the Seller Parties breach(i) breach any of the Seller Representations or (ii) breach any of their covenants contained in this Agreement or any other Transaction Document (which, or in for all purposes of this Article VII, shall not include the event any third party alleges facts Transition Services Agreement), and provided that, if true, would mean as to any claim for breach of the Seller Parties have breached, any of its representations, warranties or covenants contained in this Agreement or any Transaction Document (which, for all purposes of this Article VII, shall not include the Transition Services Agreement), provided that the Purchaser makes a written claim for indemnification against the Seller PartiesSeller, then SHOC and the Principals each jointly and severally agree Seller agrees to indemnify the Purchaser and its Affiliates, officers, directors, employees, agents or representatives (collectively, the “Purchaser Indemnified Parties”) from and against any and all Damages suffered by any of them resulting from or arising out of such event; provided, however, that (A) the entirety Seller shall not have any obligation to indemnify a Purchaser Indemnified Party from and against any Damages resulting from the breach of any Adverse Consequences of the Seller Representations (other than Perpetual Representations and Excluded Representations and as opposed to any breach of a covenant of the Seller Parties in this Agreement, as to which none of the following limitations in this subsection (A) shall apply): (1) until the Purchaser Indemnified Parties have suffered aggregate Damages, by reason of all such breaches, in excess of $50,000 (after which point the Seller shall be obligated to indemnify the Purchaser Indemnified Parties for all Damages incurred by them in excess of a one-time, non-renewing deductible of $50,000), (2) if and to the extent that such Damages, when aggregated with all prior payments for Damages pursuant to the operation of this provision of Section 7.2, exceed $1,000,000, and (3) if notice of such breach occurs after the expiration of the applicable survival period of such Seller Representation as set forth in Section 7.1(a), and (B) the Seller shall not have any obligation to indemnify a Purchaser Indemnified Party from and against any Damages resulting from the breach of any Perpetual Representations or Excluded Representations or any breach of a covenant of the Seller Parties if and to the extent that such Damages, when aggregated with all prior payments for Damages pursuant to this Article VII, exceed the Purchase Price. The Purchaser shall initially seek recoupment of all or any part of any Damages for which any Purchaser Indemnified Party is entitled to indemnification pursuant to this Section 7.2 out of the Cash Escrow Account in the manner set forth in and subject to the provisions of the Escrow Agreement. At such time as the Cash Escrow Amount is reduced to zero, the Purchaser shall be entitled to recoup all remaining Damages that any Purchaser Indemnified Party may suffer through by pursuing the Seller directly subject to the limitations contained in this Section 7.2. (b) Seller agrees to indemnify the Purchaser Indemnified Parties from and against Damages suffered by any of them resulting from or arising out of the failure of Seller to obtain a Scheduled Consent or any consent required to assign a customer contract that is an Assumed Contract (except for the consent required for assignment of the Comscore Agreement) or the failure to provide the benefits of any Assumed Contract or Lease requiring a Scheduled Consent (except the Comscore Agreement) or any customer contract that is an Assumed Contract pursuant to Section 2.6. In the case of customer contracts, such Damages shall be measured as of March 31, 2007, and shall take into account any loss of revenue by the Business under the applicable customer contract attributable to termination of such customer contract by the customer as a result of the failure to obtain the applicable consent, but shall also take into account, as a credit in the Seller’s favor against such Damages, any revenue to be received by the Business from the applicable customer under any new agreement (whether written or oral) entered into between such customer and the Business for the period of time that revenue was lost under the terminated agreement with such customer. By way of example, but without limiting the generality of the foregoing, if (i) a customer terminates a customer contract that is an Assumed Contract as a result of the failure to obtain the consent necessary to assign such customer contract or the Seller cannot provide the benefits of such customer contract to the Purchaser as contemplated by Section 2.6, (ii) the Business was receiving $10,000 per month in revenue from the customer under such customer contract, (iii) such customer contract had a remaining term of 12 months, and (iv) the same customer enters into a new agreement (whether written or oral) 2 months after the date of termination of the claim previous customer contract with a term of 12 months and providing revenue to the Business at a rate of $8,000 per month, then the total damages owed by the Seller under this Section 7.2(b) shall be $40,000 (which is the sum of $10,000 X 2 months (for the two months of lost revenue under the terminated contract) plus $2,000 X 10 months (for the lost revenue over the reminder of the term of the terminated customer contract after giving effect to the revenue to be received by the Business under the new agreement). In the case of vendor contracts requiring a Scheduled Consent (except for the Comscore Agreement), Damages shall include, without limitation, the incremental replacement cost of the same services for the same period of time which were to be provided to the Business under such terminated vendor contracts. Notwithstanding anything to the contrary, the Seller shall have no indemnification obligations pursuant to this Section 7.2(b) (i) unless notice of claims in respect of Assumed Contracts requiring a Scheduled Consent (except for the Scheduled Consent required for assignment of the Comscore Agreement) or customer contracts that are Assumed Contracts shall be made on or prior to Xxxxx 00, 0000, (xx) with respect to the Comscore Agreement or any consent required to assign or transfer the Comscore Agreement, (iii) if and to the extent that such Damages for which the Seller has an indemnity obligation pursuant to this Section 7.2(b), when aggregated with all Damages for all claims by Purchaser under this Article VII, exceed the Purchase Price, (iv) unless the Purchaser proves that the Damages resulted from the failure of the Seller to obtain such consent; provided, however, that the Purchaser shall not induce, persuade or make any concessions (monetary or otherwise) to any party to state that the reason for termination of the underlying contract was failure to obtain consent to assignment, (v) with respect to customer contracts that are Assumed Contracts and require consent to assign, until Damages for which the Seller has an indemnity obligation pursuant to this Section 7.2(b) exceed $75,000 in the aggregate (provided that such $75,000 limitation is separate from and independent of the one-time, non-renewing deductible of $50,000 set forth in Section 7.2(a)), or (vi) if the Seller provides the benefits of the applicable Assumed Contracts requiring a Scheduled Consent or customer contracts that are Assumed Contracts as contemplated by Section 2.6. (c) Seller agrees to indemnify the Purchaser Indemnified Parties from and against Damages suffered by any of them resulting fromfrom or arising out of (i) the failure of Seller to provide the benefits of the Kana License to the Purchaser as contemplated by Section 2.6 or (ii) any infringement of Kana Communications, Inc.’s intellectual property rights, such infringement resulting from the Seller providing the benefits of the Kana License to the Purchaser as contemplated by Section 2.6. (d) Seller agrees to indemnify the Purchaser Indemnified Parties from and against Damages suffered by any of them resulting from or arising out of any Retained Liability. (e) Notwithstanding anything to the contrary in this Agreement, the Seller Parties shall have no Liability or responsibility under this Agreement (including, without limitation, any indemnification obligations under this Article VII), arising out of or caused by the breach or the alleged breach. (b) SHOC and the Principals each jointly and severally agree to indemnify the Purchaser resulting from and against the entirety of any Adverse Consequences the Purchaser may suffer resulting from, arising out of, relating to, in the nature of or caused by: (i) any liability of failure to obtain any consent necessary to assign or transfer the Seller which is not an Assumed Liability or in any way arising out of an act or omission of Comscore Agreement, (ii) the Seller Parties prior electing not to Closing enter into or participate in a commercially reasonable arrangement permitted by applicable Legal Requirements which does not require additional payments by Purchaser and which is designed to provide the Purchaser with comparable rights and benefits (other than an subject to the obligations and liabilities) to those under the Comscore Agreement as contemplated by Section 2.6(b) or (iii) any inability or failure of the Purchaser and the Seller Parties to cooperate in any such commercially reasonable arrangement with respect to the Comscore Agreement which does not require additional payments by Purchaser. (f) Notwithstanding anything to the contrary in this Agreement, the Seller Parties shall have no Liability or responsibility under this Agreement (including, without limitation, any indemnification obligations under this Article VII), to the extent that the Purchaser induces, persuades or makes any concessions (monetary or otherwise) to any party to (i) any Assumed LiabilityContract or Lease requiring a Scheduled Consent or a consent to assignment as indicated on Schedule 3.14(a); , (ii) any liability of the Seller Parties customer contract that is imposed on the Purchaser by operation of law, including under any bulk transfer law of any jurisdiction or under any common law doctrine of de facto merger or successor liability, which is not an Assumed Liability; (iii) any liability of the Seller Parties for the unpaid taxes which are not an Assumed Liability of any person as a transferee or successor, by contract, or otherwise; and (iv) any other indemnity by a Seller Party under this Agreement. The indemnification provisions by SHOC and the Principals are joint and several. Accordingly, the Purchaser shall not be obligated to: (i) join all of SHOC and the Principals in any action under any indemnity hereunder; (ii) satisfy any actions or judgments against any Person or all of them; Contract or (iii) pursue the Kana License, to terminate such Assumed Contract or Lease, such customer contract or the Kana License, or offers to renegotiate any available remedies against any particular Person such Assumed Contract or all Lease, such customer contract or the Kana License, without the knowledge and prior written consent of them, prior to pursuing remedies against and satisfying judgments or other collection rights against any other Personthe Seller.

Indemnification Provisions for Benefit of the Purchaser. (a) In the event the Seller Parties breach, or in the event any third party alleges facts that, if true, would mean the Seller Parties have breached, breaches any of its representations, warranties or covenants contained in this Agreement, Agreement and provided that the Purchaser within the applicable survival period makes a written claim for indemnification against the Seller Partiessetting forth in reasonable detail the circumstances regarding the claim and, if ascertainable, an estimate of the amount thereof, then SHOC the Seller agrees to indemnify, defend and hold the Principals each jointly Purchaser harmless from and severally agree against the entirety of any losses, expenses (including reasonable attorneys' fees and expenses), costs, damages, fines, penalties and other liabilities (collectively, "LOSSES") the Purchaser or any of its Affiliates, or any of their respective directors, officers, employees, agents or representatives (collectively, the "PURCHASER INDEMNIFIED PARTIES"), suffer to the extent such Losses result from, arise out of or are caused by such breach. (b) The Seller further agrees to indemnify, defend and hold the Purchaser Indemnified Parties harmless from and against any Losses the Purchaser Indemnified Parties suffer to the extent such Losses result from, arise out of, or are caused by any Excluded Liability (which, in the context of Losses arising under Environmental Law shall include, among other Losses subject to Section 10.6, the necessary and reasonable costs of remediation and compliance under any Environmental Law or in connection with any Hazardous Materials); provided, however, that the Seller will not have any obligation to indemnify the Purchaser Indemnified Parties with respect to any such Losses arising (i) from breaches of Sections 4.19, 4.20 or 4.21, (ii) under Environmental Law or (iii) from Excluded Liabilities to the extent such aggregate Losses, together with the Losses subject to indemnification pursuant to Section 10.2(a) above, exceed 50 percent of the Purchase Price (the "LARGER CAP"). Seller's indemnification obligations under this Section 10.2(b) shall survive until the expiration of the applicable statute of limitations with respect to Excluded Liabilities, other than with respect to Losses which are Environmental Losses, as to which the survival period is limited to the five year period set forth in Section 10.6(g). (c) The Seller will not have any obligation to indemnify the Purchaser Indemnified Parties from and against any Losses (i) until the Purchaser Indemnified Parties have suffered Losses by reason of all such breaches which exceed, in the aggregate, one percent (1%) of the Purchase Price (the "THRESHOLD"), after which point the Seller will be obligated to indemnify the Purchaser from and against the entirety of any Adverse Consequences all Losses suffered by the Purchaser may suffer through Indemnified Parties relating back to the first dollar of such Losses, provided, however, that Purchaser Indemnified Parties shall have no right to indemnification with respect to any individual Loss which is less than $5,000 (the "Individual Loss Deductible") and after no such Loss shall be taken into account in determining whether or the date extent to which the 1% of the claim for indemnification resulting fromPurchase Price threshold has been exceeded, arising out of or caused by (ii) to the breach or extent the alleged breach. Losses the Purchaser Indemnified Parties have suffered exceed, in the aggregate, an amount equal to $7,500,000 (bthe "CAP") SHOC and after which point the Principals each jointly and severally agree Seller will have no obligation to indemnify the Purchaser Indemnified Parties from and against further Losses in excess of such amount except as provided in Section 10.2(b). Notwithstanding the entirety of foregoing, (i) the Cap shall not apply to any Adverse Consequences claims based on fraud or fraudulent misrepresentation, and (ii) the Purchaser may suffer resulting Threshold shall not apply to Losses to the extent such Losses result from, arising arise out of, relating toor are caused by Excluded Liabilities, provided, however, that the Individual Loss Deductible shall apply to Losses described in the nature of or caused by:this subpart (ii). (id) The foregoing provisions of Section 10.2 shall not govern, limit or restrict Taxes in any liability respect. The Seller shall indemnify the Purchaser for any Taxes of the Seller which is not an Assumed Liability or in any way arising out Business for periods up to and including the Closing Date that may become liabilities of an act or omission of the Seller Parties prior to Closing (other than an Assumed Liability); (ii) any liability of the Seller Parties that is imposed on the Purchaser by operation of law, including under any bulk transfer law of any jurisdiction or under any common law doctrine of de facto merger or successor liability, which is not an Assumed Liability; (iii) any liability otherwise. This indemnification obligation and the representations of the Seller Parties for in Section 4.6 shall survive until the unpaid taxes which are not an Assumed Liability expiration of any person as a transferee or successor, by contract, or otherwise; and (iv) any other indemnity by a Seller Party under this Agreement. The indemnification provisions by SHOC and the Principals are joint and several. Accordingly, the Purchaser shall not be obligated to: (i) join all applicable statute of SHOC and the Principals in any action under any indemnity hereunder; (ii) satisfy any actions or judgments against any Person or all of them; or (iii) pursue any available remedies against any particular Person or all of them, prior to pursuing remedies against and satisfying judgments or other collection rights against any other Personlimitation.

Indemnification Provisions for Benefit of the Purchaser. (ai) In the event the Seller Parties breachSubject to Section 8.2(ii), or in the event that any third party alleges facts that, if true, would mean of the Seller Parties have breached, or DT breaches any of its representations, respective warranties or covenants contained in this Agreementherein, provided that the Purchaser makes a written claim for indemnification against the Seller Partiesand DT pursuant to Section 10.7 below within the period set forth in Section 8.1, then SHOC each of the Seller and the Principals each jointly and severally agree DT agrees to indemnify the Purchaser from and against the entirety of any Adverse Consequences the Purchaser may suffer through and after the date of the claim for indemnification resulting from, arising out of or caused by the breach or the alleged breach. (b) SHOC and the Principals each jointly and severally agree to indemnify the Purchaser from and against the entirety of including any Adverse Consequences the Purchaser may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of of, or caused byby the breach (or the alleged breach). (ii) The obligation of the Seller and DT to indemnify the Purchaser from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any warranty of the Seller and/or DT given hereunder shall be limited as follows: (iA) The Seller and DT shall not be liable to the Purchaser in respect of any liability warranties given under any agreement to which the Seller or DT is not a party. (B) The Seller and DT shall only be obligated to indemnify, or be liable for the breach of the warranties contained in Article IV to, the Purchaser on any other basis after and insofar as the Purchaser has suffered Adverse Consequences by reason of all such breaches of any warranty contained in Article IV in excess of a $1,500,000 aggregate threshold (at which point the Seller and DT will be obligated to indemnify, or be liable for the breach of the warranties contained in Article IV to, the Purchaser on any other basis from and against all such Adverse Consequences, including, for the avoidance of doubt, Adverse Consequences suffered prior to reaching such threshold); provided, however, that any obligation of the Seller and DT to indemnify or be liable to the Purchaser with respect Adverse Consequences that arise as a result of any breach of warranty contained in Article IV after such aggregate threshold has been reached shall not arise with regard to Adverse Consequences of less than $25,000; (C) To the extent that an Adverse Consequence has arisen as the result of a breach of a warranty contained in Article IV hereof, the obligation of the Seller and DT to indemnify or be liable to the Purchaser from and against such Adverse Consequence shall, in the aggregate, be limited to 16.33% of the total amount of such Adverse Consequence irrespective of whether any third party that sold a participation interest in the Company to the Purchaser is liable or not liable for any damages under its respective participation interest purchase agreement (for the avoidance of doubt, this limitation shall not apply to the threshold set forth in subparagraph B above); (D) Subject to subparagraph (E) and (F) below, the aggregate amount for which is the Seller and DT shall have an obligation to indemnify or be liable to the Purchaser from and against pursuant to this Section 8.2 with regard to breaches of warranties contained in Article IV shall not exceed 50% of the Purchase Price; (E) The aggregate amount for which the Seller and DT shall have an Assumed Liability obligation to indemnify or be liable to the Purchaser from and against pursuant to this Section 8.2 with regard to breaches of warranties contained in Sections 4.1, 4.2, 4.3, 4.13 (to the extent that such breach relates to profits tax or VAT), and 4.16 (to the extent that such breach results in the revocation, suspension, or a material change in the terms of a Company License) shall not exceed 100% of the Purchase Price; (F) There shall be no limit to the aggregate amount for which the Seller and DT shall have an obligation to indemnify or be liable to the Purchaser from and against pursuant to this Section 8.2 with regard to breaches of warranties set forth in Article III; (G) In the event that a breach of any way arising out of an the warranties given by the Seller in Article IV (other than a breach caused by a direct act or omission of the Seller Parties prior and DT or, for the avoidance of doubt, a breach of any warranty given by the Seller and DT in Section 3.1) prevents consummation of the Acquisition, the Seller and DT shall only be obliged to Closing indemnify the Purchaser for all Transaction Costs. For the purpose of this paragraph (G) only, “Transaction Costs” means any and all costs, fees expenses and liabilities actually incurred by the Purchaser in negotiating the Transaction Documents. For the avoidance of doubt and other than an Assumed Liabilityset forth in this paragraph (G), the Seller and DT shall not be liable to the Purchaser for any other costs, loss or liability which the Purchaser may suffer as a result of the Acquisition not being consummated as a result of a breach of any of the warranties in Article IV. (H) For the avoidance of doubt, in no event shall the aggregate amount for which the Seller and DT shall be liable to the Purchaser with respect to breaches of any or all warranties contained in Article IV exceed 100% of the Purchase Price; (iiI) The Seller and DT shall not be liable to the Purchaser in respect of any liability Adverse Consequences unless the Purchaser has notified the Seller and DT within two (2) years of the Seller Closing Date of the fact, matter or circumstance giving rise to the Adverse Consequences and, within twelve (12) months after such notification, the relevant claim has either been settled by the Parties that is imposed on the Purchaser by operation of law, including under any bulk transfer law of any jurisdiction or under any common law doctrine of de facto merger or successor liability, which is not an Assumed Liabilityarbitration proceeding has been filed with respect to such claim; (iiiJ) any liability For the avoidance of doubt, regardless of the Seller Parties for the unpaid taxes which are not an Assumed Liability number of warranties breached by any person as one event, matter, fact or circumstance giving rise to a transferee or successor, by contract, or otherwise; and (iv) any other indemnity by a Seller Party claim under this Agreement. The indemnification provisions by SHOC and the Principals are joint and several. Accordingly, the Purchaser Seller and DT shall not be obligated to: (i) join all of SHOC and required to indemnify or be liable to the Principals in any action under any indemnity hereunder; (ii) satisfy any actions Purchaser for an amount greater than the Adverse Consequences arising from such event, matter, fact or judgments against any Person or all of them; or (iii) pursue any available remedies against any particular Person or all of them, prior to pursuing remedies against and satisfying judgments or other collection rights against any other Personcircumstance.

Indemnification Provisions for Benefit of the Purchaser. (a) In the event the Seller Parties breach, or in the event any third party alleges facts that, if true, would mean the Seller Parties have breached, any of its representations, warranties or covenants contained in this Agreement, provided Provided that the Purchaser makes a written claim for indemnification against the Seller Partiesprior to the expiration of any applicable survival period, then SHOC and the Principals each jointly and severally agree to Seller will indemnify the Purchaser from and against the entirety of any Adverse Consequences losses, costs, expenses (including reasonable attorney's, accountant's and expert's fees and expenses), damages and other liabilities reduced by any income tax benefits (collectively, "Losses") suffered or incurred by the Purchaser may suffer through or any of its Affiliates, or any of their respective stockholders, directors, officers, employees and after agents (collectively, the date of the claim for indemnification resulting from"Purchaser Indemnified Parties"), arising out of or caused by the breach or the alleged breach. (b) SHOC and the Principals each jointly and severally agree to indemnify the Purchaser from and against the entirety of any Adverse Consequences the Purchaser may suffer resulting from, arising out of, relating to, in the nature of to or caused by: (i) any breach or non-performance by the Seller of any covenant or agreement of the Seller contained in this Agreement or, prior to their expiration in accordance with Section 10.1, the inaccuracy of any representation or the breach of any warranty of the Seller contained in this Agreement, or contained in any certificate delivered by the Seller relating thereto; (ii) the Excluded Liabilities; (iii) any non-compliance by the Seller with bulk sales or transfer laws as provided in Section 12.3; or (iv) any breach or non-performance by the Seller of any Ancillary Agreement. (b) Notwithstanding the provisions of Section 10.2, the Seller will have no obligation to indemnify the Purchaser pursuant to this Agreement or otherwise: (i) any liability with respect to incidental, special, punitive or consequential damages, including consequential damages consisting of the Seller which is not an Assumed Liability business interruption or in any way arising out of an act or omission of the Seller Parties prior to Closing (other than an Assumed Liability)lost profits; (ii) with respect to any claim by or liability to any Business Employee arising as the result of the Seller Parties that is imposed on termination of such employee's employment with the Purchaser or any other action by operation of law, including under any bulk transfer law of any jurisdiction or under any common law doctrine of de facto merger or successor liability, which is not an Assumed Liability;the Purchaser subsequent to the Closing Date; or (iii) any liability of Losses to the Seller Parties for extent such Losses are covered by the unpaid taxes which are not an Assumed Liability of any person as a transferee or successor, by contract, or otherwise; and (iv) any other indemnity by a Seller Party under this Agreement. The indemnification provisions by SHOC and the Principals are joint and several. Accordingly, the Purchaser shall not be obligated to: (i) join all of SHOC and the Principals in any action under any indemnity hereunder; (ii) satisfy any actions or judgments against any Person or all of them; or (iii) pursue any available remedies against any particular Person or all of them, prior to pursuing remedies against and satisfying judgments or other collection rights against any other PersonTitle Policy.

Indemnification Provisions for Benefit of the Purchaser. (ai) In the event the Seller Parties breach, or in the event any third party alleges facts that, if true, would mean the Seller Parties have breached, breaches any of its Seller's representations, warranties or and covenants contained in this Agreementherein, and, if there is an applicable survival period pursuant to SECTION 9.1(A) above, provided that the Purchaser makes a written claim for indemnification against the Seller Partieswithin such survival period, then SHOC and the Principals each jointly and severally agree Seller agrees to indemnify the Purchaser from and against the entirety of any Adverse Consequences Purchaser may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Purchaser may suffer after the end of any applicable period) resulting from, arising out of, relating to, in the nature of, or caused by the breach; SUBJECT, HOWEVER, to the following limitations: (a) the Seller shall not have any obligation to indemnify Purchaser from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any Class A Representations until Purchaser has suffered Adverse Consequences by reason of all such breaches in excess of a Twenty-Five Thousand Dollar ($25,000) aggregate deductible (after which point the Seller will be obligated only to indemnify Purchaser from and against five and one-half percent (5.5%) of the Adverse Consequences over and above the amount of such deductible); (b) the Seller shall not have any obligation to indemnify Purchaser from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any Class B Representations until Purchaser has suffered Adverse Consequences by reason of all such breaches in excess of a Three Hundred Eighty Thousand Dollar ($380,000) aggregate deductible (after which point the Seller will be obligated only to indemnify Purchaser from and against five and one-half percent (5.5%) of such Adverse Consequences over and above the amount of such deductible) and there will be an aggregate ceiling on the obligation of the Seller to indemnify Purchaser from and against Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by breaches of the Class B Representations, which ceiling shall equal Two Hundred Fifty Thousand Dollars ($250,000.00). (1) the Seller shall not have any obligation to indemnify Purchaser from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any Environmental Representations until Purchaser has suffered Adverse Consequences by reason of all such breaches in excess of a Five Hundred Thousand Dollar ($500,000) aggregate deductible, (2) after Purchaser has suffered Adverse Consequences in the amount of such deductible, the Seller will be obligated to indemnify Purchaser from and against five and one-half percent (5.5%) of such Adverse Consequences up to an aggregate amount of Five Hundred Thousand Dollars ($500,000), and (3) thereafter, the Seller will be obligated to indemnify Purchaser from and against two and three-fourths percent (2.75%) of all further such Adverse Consequences, up to an aggregate ceiling on the obligation of the Seller to indemnify Purchaser from and against Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by breaches of the Environmental Representations, which ceiling shall equal Two Hundred Fifty Thousand Dollars ($250,000). (d) Notwithstanding any other limitation in this SUBSECTION 9.1(B)(I), the Seller shall be fully obligated to indemnify Purchaser for five and one-half percent (5.5%) of any (1) federal income tax liability, together with any penalties and interest thereon, to the extent of (a) any assessments occurring at or prior to Closing, (b) to the extent occurring after Closing, such liability results from any disallowance of any deductions or amortization with respect to goodwill of the Company or any Harley Subsidiaries for any tax year of the Company or such Harley Subsidiaries ended on or prior to December 31, 1996, but only to the extent that such liability and related interest and penalties have not been accrued in the audited financial statements of the Company at October 31, 1996, and (c) any corporate tax liability of the Company for any tax year resulting from the failure of the IRS to allow any deductions for the Permitted Bonus, and (2) any liability with respect to Environmental, Health & Safety Laws with respect to the specific matters set forth in SUBSECTIONS 6.1(G)(I) and (II) of that certain Stock Purchase Agreement dated December 29, 1996, executed by Purchaser, Gene Maxon, Kenneth Grounds, Xxx Xxxxxxxxes and the Company, irrespective of any waiver of such conditions at Closing. (ii) In the event Seller commits any fraud in connection with the transactions contemplated herein, or conceals or permits the concealment of any matters from Purchaser or its representatives during the due diligence process, and Purchaser makes a written claim for indemnification under this SUBSECTION 9.1(B)(II), then Seller agrees to indemnify Purchaser from and against the entirety of any Adverse Consequences Purchaser may suffer through and after the date of the claim for indemnification resulting from, arising out of of, relating to, in the nature of, or caused by such fraud or concealment; PROVIDED, HOWEVER, that the breach or the alleged breach. (b) SHOC and the Principals each jointly and severally agree Seller shall not have any obligation to indemnify the Purchaser from and against the entirety of any Adverse Consequences the Purchaser may suffer resulting from, arising out of, relating to, in the nature of of, or caused by: by such fraud or concealment until Purchaser has suffered Adverse Consequences by reason of all such fraud or concealment in excess of a Twenty-Five Thousand Dollar (i$25,000) any liability of aggregate deductible (after which point the Seller which is not an Assumed Liability or in any way arising out of an act or omission of the Seller Parties prior will be obligated only to Closing (other than an Assumed Liability); (ii) any liability of the Seller Parties that is imposed on indemnify the Purchaser by operation of law, including under any bulk transfer law of any jurisdiction or under any common law doctrine of de facto merger or successor liability, which is not an Assumed Liability; (iii) any liability of the Seller Parties for the unpaid taxes which are not an Assumed Liability of any person as a transferee or successor, by contract, or otherwise; and (iv) any other indemnity by a Seller Party under this Agreement. The indemnification provisions by SHOC from and the Principals are joint and several. Accordingly, the Purchaser shall not be obligated to: (i) join all of SHOC and the Principals in any action under any indemnity hereunder; (ii) satisfy any actions or judgments against any Person or all of them; or (iii) pursue any available remedies against any particular Person or all of them, prior to pursuing remedies against and satisfying judgments or other collection rights against any other Personfurther such Adverse Consequences).

Indemnification Provisions for Benefit of the Purchaser. (ai) In the event the Seller The Selling Parties breach, or in the event any third party alleges facts that, if true, would mean the Seller Parties have breached, any of its representations, warranties or covenants contained in this Agreement, provided that the Purchaser makes a written claim for indemnification against the Seller Parties, then SHOC and the Principals each jointly and severally agree to shall indemnify the Purchaser from and against any and all claims, liabilities, actions or matters which shall result in monetary damages to the entirety Company for any Federal, state or local taxes of the Company with respect to any Adverse Consequences tax year or portion thereof ending prior to the Closing Date; and any monetary damages to the Company for any actions by the Selling Parties from the end of the Company's most recent fiscal year to the Closing Date, provided that the Purchaser may suffer through and after does not change the date fiscal year of the claim Company at any time, or cause any event to occur which would result in a change of accounting practice or other circumstances so that the liability for indemnification resulting from, arising out of any such actions before or caused by on the breach Closing Date or the alleged breachthereafter can not be readily determined in which event Selling Parties shall not be liable for any damages whatsoever. (bii) SHOC and the Principals each jointly and severally agree to The Selling Parties shall indemnify the Purchaser from and against any claims, liabilities, actions or matters which result in monetary damages to the entirety Company for actions brought by the SEC against the Selling Parties or any of them in violation of any Adverse Consequences laws, rules or regulation promulgated by the Purchaser may suffer resulting from, arising out of, relating to, in the nature of or caused by: (i) any liability of the Seller SEC which is not an Assumed Liability or in any way arising out of an act or omission of the Seller Parties occurred prior to the Closing (other than an Assumed Liability); (ii) any liability of the Seller Parties that is imposed on the Purchaser by operation of law, including under any bulk transfer law of any jurisdiction or under any common law doctrine of de facto merger or successor liability, which is not an Assumed Liability;Date. (iii) If any liability of third party shall commence an action relating to a Company matter that occurred prior to the Seller Parties for the unpaid taxes which are not an Assumed Liability of any person as a transferee or successor, by contract, or otherwise; and (iv) any other indemnity by a Seller Party under this Agreement. The indemnification provisions by SHOC and the Principals are joint and several. AccordinglyClosing, the Purchaser shall not be obligated to: (i) join notify the Seller Representative on behalf of each and all of SHOC the Selling Parties in writing, without delay, setting forth the details of such claim and furnishing the Principals in Seller Representative with a copy of any action under complaint or other moving papers relating thereto, to enable the Selling Parties to defend and respond to such claim or action. The Selling Parties shall indemnify and hold harmless the Purchaser from and against any indemnity hereunder; (ii) satisfy any such claims, liabilities, actions or judgments matters which result in monetary damages against any Person or all of them; or (iii) pursue any available remedies against any particular Person or all of themthe Company, provided that such action directly relates solely to matters that occurred prior to pursuing remedies against the Closing and satisfying judgments were not caused by the action or other collection rights against any other Personinaction of the Purchaser.

Indemnification Provisions for Benefit of the Purchaser. (ai) In the event the Seller Parties breach, or in the event any third party alleges facts that, if true, would mean the Seller Parties have breached, breaches any of its representations, warranties warranties, covenants or covenants agreements contained in this AgreementAgreement (collectively, the "Indemnified Items"), and, if there is an applicable ----------------- survival period pursuant to (S) 9(a) above, provided that the Purchaser makes a written claim for indemnification with respect to such particular Indemnified Item against the Seller Partiespursuant to (S) 12(f) below within such survival period, then SHOC and the Principals each jointly and severally agree Seller agrees to indemnify the Purchaser Purchaser, the Company and its Subsidiaries from and against the entirety of any Adverse Consequences the Purchaser Purchaser, the Company or its Subsidiaries may suffer through and after the date of the claim for indemnification resulting from, arising out of or caused by the breach or the alleged breach. (b) SHOC and the Principals each jointly and severally agree to indemnify the Purchaser from and against the entirety of including any Adverse Consequences the Purchaser Purchaser, the Company or its Subsidiaries may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of of, or caused by: by the Indemnified Items; provided, however, that (iA) the Seller shall not have any liability obligation to indemnify the Purchaser, the Company and its Subsidiaries 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, covenant or agreement of the Seller contained in this Agreement until the Purchaser, the Company or its Subsidiaries has suffered Adverse Consequences by reason of all such breaches in excess of the Monetary Equivalent of a U.S. $3,000,000 aggregate deductible (after which is not an Assumed Liability or in any way arising out point the Seller will be obligated only to indemnify the Purchaser, the Company and its Subsidiaries from and against further such Adverse Consequences); provided, however, that no indemnifiable Adverse Consequences shall be applied against this aggregate deductible unless the amount of an act or omission such indemnifiable Adverse Consequences exceeds the Monetary Equivalent of U.S. $25,000 per occurrence, and (B) there will be the Monetary Equivalent of a U.S. $7,000,000 aggregate ceiling on all obligations of the Seller Parties prior to Closing indemnify the Purchaser, the Company and its Affiliates under this Agreement, except for the Seller's indemnification obligations under (other than an Assumed LiabilityS)(S) 8(d)(i);, (ii), (iv), (vii) and (viii), 8(i) and 8(j)(ii). For purposes of clarification, it is the intent of the parties that the U.S. $3,000,000 and $25,000 deductibles referenced in (A) and the U.S. $7,000,000 aggregate ceiling referenced in (B) of this (S)9(b)(i) shall apply to and limit all of the Seller's indemnification obligations contained in this Agreement with the exception of Seller's indemnification obligations under (S)(S) 8(d)(i), (ii), (iv), (vii) and (viii), 8(i), and 8(j)(ii). (ii) any liability Delay on the part of the Seller Parties that is imposed on the Purchaser by operation of law, including under Indemnified Party in notifying any bulk transfer law of any jurisdiction or under any common law doctrine of de facto merger or successor liability, which is not an Assumed Liability; (iii) any liability of the Seller Parties for the unpaid taxes which are not an Assumed Liability of any person as a transferee or successor, by contract, or otherwise; and (iv) any other indemnity by a Seller Indemnifying Party under this Agreement. The indemnification provisions by SHOC and the Principals are joint and several. Accordingly, the Purchaser shall not be obligated to: relieve the Indemnifying Party from any obligation hereunder unless (iand then solely to the extent) join all of SHOC and the Principals in any action under any indemnity hereunder; (ii) satisfy any actions or judgments against any Person or all of them; or (iii) pursue any available remedies against any particular Person or all of them, prior to pursuing remedies against and satisfying judgments or other collection rights against any other PersonIndemnifying Party thereby is prejudiced.

Indemnification Provisions for Benefit of the Purchaser. (ai) In Subject to Section 8.2(ii), in the event the Seller Parties breach, or in the event any third party alleges facts that, if true, would mean the Seller Parties have breached, breaches any of its representations, warranties or covenants contained in this Agreementherein, provided that the Purchaser makes a written claim for indemnification against the Seller Partiespursuant to Section 10.7 below within the period set forth in Section 8.1, then SHOC and the Principals each jointly and severally agree Seller agrees to indemnify the Purchaser from and against the entirety of any Adverse Consequences the Purchaser may suffer through and after the date of the claim for indemnification resulting from, arising out of or caused by the breach or the alleged breach. (b) SHOC and the Principals each jointly and severally agree to indemnify the Purchaser from and against the entirety of including any Adverse Consequences the Purchaser may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of of, or caused byby the breach (or the alleged breach). (ii) The Seller’s obligation to indemnify the Purchaser from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any warranty of the Seller shall be limited as follows: (iA) The Seller shall not be liable to the Purchaser in respect of any liability warranties given under any agreement to which the Seller is not a party. (B) The Seller shall only be obligated to indemnify, or be liable for breach of warranty to, the Purchaser on any other basis after and insofar as the Purchaser has suffered Adverse Consequences by reason of all such breaches in excess of a $1,500,000 aggregate threshold (at which point the Seller will be obligated to indemnify, or be liable for breach warranty to, the Purchaser on any other basis from and against all such Adverse Consequences, including, for the avoidance of doubt, Adverse Consequences suffered prior to reaching such threshold); provided, however, that any obligation of the Seller to indemnify or be liable to the Purchaser with respect to Adverse Consequences that arise as a result of any breach of warranty after such aggregate threshold has been reached shall not arise with regard to Adverse Consequences of less than $25,000 per specific event giving rise to Adverse Consequences; and further provided that, to the extent that such threshold is reached solely by reason of claims related to a breach of Section 4.13 (to the extent that such breach relates to profits tax), the Seller shall not be obligated to indemnify the Purchaser for Adverse Consequences by reason of any other breaches of warranties contained in Article IV (but shall be obligated to indemnify the Purchase for the Adverse Consequences arising as a result of a breach of Section 4.13) until such other breaches result in Adverse Consequences in excess of a $1,500,000 aggregate threshold (at which point the Seller will be obligated to indemnify the Buyer from and against all such Adverse Consequences, including, for the avoidance of doubt, Adverse Consequences suffered prior to reaching such threshold); (C) To the extent that an Adverse Consequence has arisen as the result of a breach of a warranty contained in Article IV hereof, the Seller’s obligation to indemnify or be liable to the Purchaser from and against such Adverse Consequence shall, in the aggregate, be limited to 1% of the total amount of such Adverse Consequence irrespective of whether any third party that sold a participation interest in the Company to the Purchaser is liable or not liable for any damages under its respective participation interest purchase agreement (for the avoidance of doubt, this limitation shall not apply to the threshold set forth in subparagraph A above); (D) Subject to subparagraph (F) below, the aggregate amount for which the Seller shall have an Assumed Liability obligation to indemnify or be liable to the Purchaser from and against pursuant to this Section 8.2 with regard to breaches of warranties contained in Article IV shall not exceed 50% of the Purchase Price; (E) The aggregate amount for which the Seller shall have an obligation to indemnify or be liable to the Purchaser from and against pursuant to this Section 8.2 with regard to breaches of warranties in contained in Sections 4.1, 4.2, 4.3, 4.13 (to the extent that such breach relates to profits tax or VAT), and 4.16 (to the extent that such breach results in the revocation, suspension, or a material change in the terms of a Company License) shall not exceed 100% of the Purchase Price; (F) There shall be no limit to the aggregate amount for which the Seller shall have an obligation to indemnify or be liable to the Purchaser from and against pursuant to this Section 8.2 with regard to breaches of warranties set forth in Article III; (G) In the event that a breach of any way arising out of an the warranties given by the Seller in Article IV (other than a breach caused by a direct act or omission of the Seller) prevents consummation of the Acquisition, the Seller Parties prior shall only be obliged to Closing indemnify the Purchaser for all Transaction Costs. For the purpose of this paragraph (G) only, “Transaction Costs” means any and all costs, fees expenses and liabilities actually incurred by the Purchaser in negotiating the Transaction Documents to which the Seller and/or the Seller’s Affiliates is a party. For the avoidance of doubt and other than an Assumed Liabilityas set forth in this paragraph (G), the Seller shall not be liable to the Purchaser for any other costs, loss or liability which the Purchaser may suffer as a result of the Acquisition not being consummated as a result of a breach of any of the warranties in Article IV. (H) For the avoidance of doubt, in no event shall the aggregate amount for which the Seller shall be liable to the Purchaser with respect to breaches of any or all warranties contained in Article IV exceed 100% of the Purchase Price; (iiI) The Seller shall not be liable to the Purchaser in respect of any liability Adverse Consequences unless the Purchaser has notified the Seller within two (2) years of the Seller Closing Date of the fact, matter or circumstance giving rise to the Adverse Consequences and, within twelve (12) months after such notification, the relevant claim has either been settled by the Parties that is imposed on the Purchaser by operation of law, including under any bulk transfer law of any jurisdiction or under any common law doctrine of de facto merger or successor liability, which is not an Assumed Liabilityarbitration proceeding has been filed with respect to such claim; (iiiJ) any liability For the avoidance of doubt, regardless of the Seller Parties for the unpaid taxes which are not an Assumed Liability number of warranties breached by any person as one event, matter, fact or circumstance giving rise to a transferee or successor, by contract, or otherwise; and (iv) any other indemnity by a Seller Party claim under this Agreement. The indemnification provisions by SHOC and the Principals are joint and several. Accordingly, the Purchaser Seller shall not be obligated to: (i) join all of SHOC and required to indemnify or be liable to the Principals in any action under any indemnity hereunder; (ii) satisfy any actions Purchaser for an amount greater than the Adverse Consequences arising from such event, matter, fact or judgments against any Person or all of them; or (iii) pursue any available remedies against any particular Person or all of them, prior to pursuing remedies against and satisfying judgments or other collection rights against any other Personcircumstance.

Indemnification Provisions for Benefit of the Purchaser. (ai) In the event the Seller Parties breach, breaches (or in the event any third party alleges facts that, if true, would mean the Seller Parties have has breached, ) any of its representations, warranties or warranties, and covenants contained in this Agreementherein, provided that the Purchaser makes a written claim for indemnification against then the Seller Parties, then SHOC and the Principals each jointly and severally agree to indemnify the Purchaser from and against the entirety of any Adverse Consequences the Purchaser may suffer through and after the date of the claim for indemnification resulting from, arising out of or caused by the breach or the alleged breach. (b) SHOC and the Principals each jointly and severally agree to shall indemnify the Purchaser from and against the entirety of any Adverse Consequences the Purchaser may suffer resulting from, arising out of, relating to, in the nature of of, or caused by: by the breach (i) any liability of or the Seller which is not an Assumed Liability or in any way arising out of an act or omission of the Seller Parties prior to Closing (other than an Assumed Liabilityalleged breach);. (ii) The Seller shall indemnify the Purchaser from and against the entirety of any liability Adverse Consequences the Purchaser may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Seller Parties that is imposed Company (whether or not accrued or otherwise disclosed) (A) for any taxes of the Company with respect to any tax year or portion thereof ending on or before the date of this Agreement (or for any tax year beginning before and ending after the date of this Agreement to the extent allocable to the portion of such period beginning before and ending on the Purchaser by operation date of lawthis Agreement), including under any bulk transfer law of any jurisdiction or under any common law doctrine of de facto merger or successor liability, which is not an Assumed Liability; (iiiB) any liability of the Seller Parties for the unpaid taxes which are not an Assumed Liability of any person Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Internal Revenue Code of 1986, as amended (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise; and. (iii) The Seller shall indemnify the Purchaser from and against the entirety of any Liabilities arising out of the operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Purchaser from and against the entirety of any Adverse Consequences the Purchaser may suffer resulting from, arising out of, relating to, in the nature of, or caused by any indebtedness or other indemnity by a Seller Party under Liabilities of the Company existing as of the date of this Agreement. The indemnification provisions by SHOC . (v) Seller shall indemnify the Purchaser from and against the Principals are joint entirety of any Liabilities arising out of the ownership of the Shares or the breach of any of Seller’s representation and several. Accordinglywarranties set forth in Section 5 or Section 6 of this Agreement. (vi) Notwithstanding anything to the contrary contained herein, the Seller shall indemnify the Purchaser shall not be obligated to: (i) join all of SHOC from and the Principals in any action under any indemnity hereunder; (ii) satisfy any actions or judgments against any Person or all amounts payable by the Company, in respect of them; or (iii) pursue any available remedies against any particular Person or all Delaware Franchise taxes for 2009, in excess of them, prior to pursuing remedies against and satisfying judgments or other collection rights against any other Person$500.00.

Indemnification Provisions for Benefit of the Purchaser. (ai) In Subject to Section 8.2(ii), in the event the Seller Parties breach, or in the event any third party alleges facts that, if true, would mean the Seller Parties have breached, breaches any of its representations, warranties or covenants contained in this Agreementherein, provided that the Purchaser makes a written claim for indemnification against the Seller Partiespursuant to Section 10.7 below within the period set forth in Section 8.1, then SHOC and the Principals each jointly and severally agree Seller agrees to indemnify the Purchaser from and against the entirety of any Adverse Consequences the Purchaser may suffer through and after the date of the claim for indemnification resulting from, arising out of or caused by the breach or the alleged breach. (b) SHOC and the Principals each jointly and severally agree to indemnify the Purchaser from and against the entirety of including any Adverse Consequences the Purchaser may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of of, or caused byby the breach (or the alleged breach). (ii) The Seller’s obligation to indemnify the Purchaser from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any warranty of the Seller shall be limited as follows: (iA) The Seller shall not be liable to the Purchaser in respect of any liability warranties given under any agreement to which the Seller is not a party. (B) The Seller shall only be obligated to indemnify, or be liable for breach of warranty to, the Purchaser on any other basis after and insofar as the Purchaser has suffered Adverse Consequences by reason of all such breaches in excess of a $1,500,000 aggregate threshold (at which point the Seller will be obligated to indemnify, or be liable for breach warranty to, the Purchaser on any other basis from and against all such Adverse Consequences, including, for the avoidance of doubt, Adverse Consequences suffered prior to reaching such threshold); provided, however, that any obligation of the Seller to indemnify or be liable to the Purchaser with respect to Adverse Consequences that arise as a result of any breach of warranty after such aggregate threshold has been reached shall not arise with regard to Adverse Consequences of less than $25,000 per specific event giving rise to Adverse Consequences; and further provided that, to the extent that such threshold is reached solely by reason of claims related to a breach of Section 4.13 (to the extent that such breach relates to profits tax), the Seller shall not be obligated to indemnify the Purchaser for Adverse Consequences by reason of any other breaches of warranties contained in Article IV (but shall be obligated to indemnify the Purchase for the Adverse Consequences arising as a result of a breach of Section 4.13) until such other breaches result in Adverse Consequences in excess of a $1,500,000 aggregate threshold (at which point the Seller will be obligated to indemnify the Buyer from and against all such Adverse Consequences, including, for the avoidance of doubt, Adverse Consequences suffered prior to reaching such threshold); (C) To the extent that an Adverse Consequence has arisen as the result of a breach of a warranty contained in Article IV hereof, the Seller’s obligation to indemnify or be liable to the Purchaser from and against such Adverse Consequence shall, in the aggregate, be limited to 15.33% of the total amount of such Adverse Consequence irrespective of whether any third party that sold a participation interest in the Company to the Purchaser is liable or not liable for any damages under its respective participation interest purchase agreement (for the avoidance of doubt, this limitation shall not apply to the threshold set forth in subparagraph A above); (D) Subject to subparagraph (F) below, the aggregate amount for which the Seller shall have an Assumed Liability obligation to indemnify or be liable to the Purchaser from and against pursuant to this Section 8.2 with regard to breaches of warranties contained in Article IV shall not exceed 50% of the Purchase Price; (E) The aggregate amount for which the Seller shall have an obligation to indemnify or be liable to the Purchaser from and against pursuant to this Section 8.2 with regard to breaches of warranties in contained in Sections 4.1, 4.2, 4.3, 4.13 (to the extent that such breach relates to profits tax or VAT), and 4.16 (to the extent that such breach results in the revocation, suspension, or a material change in the terms of a Company License) shall not exceed 100% of the Purchase Price; (F) There shall be no limit to the aggregate amount for which the Seller shall have an obligation to indemnify or be liable to the Purchaser from and against pursuant to this Section 8.2 with regard to breaches of warranties set forth in Article III; (G) In the event that a breach of any way arising out of an the warranties given by the Seller in Article IV (other than a breach caused by a direct act or omission of the Seller) prevents consummation of the Acquisition, the Seller Parties prior shall only be obliged to Closing indemnify the Purchaser for all Transaction Costs. For the purpose of this paragraph (G) only, “Transaction Costs” means any and all costs, fees expenses and liabilities actually incurred by the Purchaser in negotiating the Transaction Documents to which the Seller and/or the Seller’s Affiliates is a party. For the avoidance of doubt and other than an Assumed Liabilityas set forth in this paragraph (G), the Seller shall not be liable to the Purchaser for any other costs, loss or liability which the Purchaser may suffer as a result of the Acquisition not being consummated as a result of a breach of any of the warranties in Article IV. (H) For the avoidance of doubt, in no event shall the aggregate amount for which the Seller shall be liable to the Purchaser with respect to breaches of any or all warranties contained in Article IV exceed 100% of the Purchase Price; (iiI) The Seller shall not be liable to the Purchaser in respect of any liability Adverse Consequences unless the Purchaser has notified the Seller within two (2) years of the Seller Closing Date of the fact, matter or circumstance giving rise to the Adverse Consequences and, within twelve (12) months after such notification, the relevant claim has either been settled by the Parties that is imposed on the Purchaser by operation of law, including under any bulk transfer law of any jurisdiction or under any common law doctrine of de facto merger or successor liability, which is not an Assumed Liabilityarbitration proceeding has been filed with respect to such claim; (iiiJ) any liability For the avoidance of doubt, regardless of the Seller Parties for the unpaid taxes which are not an Assumed Liability number of warranties breached by any person as one event, matter, fact or circumstance giving rise to a transferee or successor, by contract, or otherwise; and (iv) any other indemnity by a Seller Party claim under this Agreement. The indemnification provisions by SHOC and the Principals are joint and several. Accordingly, the Purchaser Seller shall not be obligated to: (i) join all of SHOC and required to indemnify or be liable to the Principals in any action under any indemnity hereunder; (ii) satisfy any actions Purchaser for an amount great than the Adverse Consequences arising from such event, matter, fact or judgments against any Person or all of them; or (iii) pursue any available remedies against any particular Person or all of them, prior to pursuing remedies against and satisfying judgments or other collection rights against any other Personcircumstance.

Indemnification Provisions for Benefit of the Purchaser. (a) In the event the Seller Parties breach, or in the event any third party alleges facts that, if true, would mean the Seller Parties have breached, breaches any of its representations, warranties or covenants contained in this Agreement, Agreement and provided that the Purchaser within the applicable survival period makes a written claim for indemnification against the Seller Partiessetting forth in reasonable detail the circumstances regarding the claim and, if ascertainable, an estimate of the amount thereof, then SHOC the Seller agrees to indemnify, defend and hold the Principals each jointly Purchaser harmless from and severally agree against the entirety of any losses, expenses, costs, damages, fines, penalties and other liabilities (collectively, "LOSSES") the Purchaser or any of its Affiliates, or any of their respective directors, officers, employees, agents or representatives (collectively, the "PURCHASER INDEMNIFIED PARTIES"), suffer to the extent such Losses result from, arise out of or are caused by such breach. (b) The Seller further agrees to indemnify, defend and hold the Purchaser Indemnified Parties harmless from and against any Losses the Purchaser Indemnified Parties suffer to the extent such Losses result from, arise out of, or are caused by any Excluded Liability or any Excluded Assets (which, in the context of Losses arising under Environmental Law shall include, subject to Section 10.6, the necessary and reasonable costs of remediation and compliance under any Environmental Law or in connection with any Hazardous Materials). (c) The Seller will not have any obligation to indemnify the Purchaser Indemnified Parties from and against any Losses (i) until the Purchaser Indemnified Parties have suffered Losses by reason of all such breaches which exceed, in the aggregate, $500,000, after which point the Seller will be obligated to indemnify the Purchaser from and against the entirety of any Adverse Consequences only those additional Losses suffered by the Purchaser may suffer through and after the date Indemnified Parties in excess of the claim for indemnification resulting such amount; provided, however, that with respect to Losses which result from, arising arise out of of, or are caused by any Excluded Liability, the breach or the alleged breach. (b) SHOC and the Principals each jointly and severally agree Seller will be obligated to indemnify the Purchaser for such Losses in excess of $200,000, or (ii) to the extent the Losses the Purchaser Indemnified Parties have suffered exceed, in the aggregate, an amount equal to 20% of the Purchase Price after which point the Seller will have no obligation to indemnify the Purchaser Indemnified Parties from and against further Losses in excess of such amount. The limitations contained in this Section 10.2(c) shall not limit the entirety Seller's obligation to indemnify Purchaser Indemnified Parties with respect to Losses attributable to the Seller's breach of any Adverse Consequences Sections 4.1, 4.2, 4.4 and 4.10, Environmental Losses attributable to Stromsholmen AB's prior ownership of the Purchaser may suffer resulting fromfoundry, arising out ofthe septic system formerly at the Seller's Brecksville, relating to, in the nature of or caused by:Ohio facility. (id) any liability Notwithstanding anything to the contrary contained in this Agreement, the Seller's obligation to indemnify Purchaser Indemnified Parties with respect to Losses, other than Environmental Losses and Losses attributable to Seller's breach of Sections 2.3(b)(ii), 2.3(b)(iii) and 2.3(b)(v) shall automatically terminate on the third anniversary of the Seller which is not an Assumed Liability or Closing Date except to the extent of and with respect to claims for indemnification properly made in any way arising out accordance with this Section 10 prior to such third anniversary, and the Seller's obligation to indemnify Purchaser Indemnified Parties with respect to Environmental Losses and Losses attributable to Seller's breach of an act or omission Sections 2.3(b)(ii), 2.3(b)(iii) and 2.3(b)(v) shall automatically terminate on the seventh anniversary of the Seller Parties Closing Date except to the extent of and with respect to claims for indemnification properly made in accordance with this Section 10 prior to Closing (other than an Assumed Liability); (iisuch seventh anniversary. The limitations contained in this Section 10.2(d) any liability shall not limit the Seller's obligation to indemnify Purchaser Indemnified Parties with respect to Losses attributable to the Seller's breach of Sections 4.1, 4.2, 4.4 and 4.10 or Environmental Losses attributable to Stromsholmen AB's prior ownership of the Seller Parties that is imposed on foundry or the Purchaser by operation of lawseptic system formerly at the Seller's Brecksville, including under any bulk transfer law of any jurisdiction or under any common law doctrine of de facto merger or successor liability, which is not an Assumed Liability; (iii) any liability of the Seller Parties for the unpaid taxes which are not an Assumed Liability of any person as a transferee or successor, by contract, or otherwise; and (iv) any other indemnity by a Seller Party under this Agreement. The indemnification provisions by SHOC and the Principals are joint and several. Accordingly, the Purchaser shall not be obligated to: (i) join all of SHOC and the Principals in any action under any indemnity hereunder; (ii) satisfy any actions or judgments against any Person or all of them; or (iii) pursue any available remedies against any particular Person or all of them, prior to pursuing remedies against and satisfying judgments or other collection rights against any other PersonOhio facility.

Indemnification Provisions for Benefit of the Purchaser. (a) In the event that the Seller Parties breach, or any Subsidiary breaches (or in the event any third party Third Party alleges facts that, if true, would mean the Seller Parties have or any Subsidiary has breached, ) any of its their representations, warranties or warranties, covenants and agreements contained in this Agreement, and, provided that the Purchaser makes a written claim for indemnification against the Seller Partiesprior to the expiration of the representations, warranties, covenants and agreements as set forth in Section 11.01(a) or (b), as applicable, then SHOC and the Principals each jointly and severally agree Seller agrees to indemnify the Purchaser from and against the entirety of any Adverse Consequences the Purchaser may suffer through and after the date of the claim for indemnification resulting from, arising out of or caused by the breach or the alleged breach.against: (bi) SHOC and the Principals each jointly and severally agree to indemnify the Purchaser from and against the entirety of any Adverse Consequences the Purchaser may suffer resulting from, arising out ofof or caused by the breach (or the alleged breach) of any representation, relating towarranty, covenant or agreement of the Seller referred to in Section 11.01(a); and (ii) the nature entirety of any Adverse Consequences the Purchaser may suffer resulting from, arising out of or caused by the breach (or the alleged breach) of any representation, warranty, covenant or agreement referred to in Section 11.01(b), provided, however, that the maximum amount the Seller shall be required to pay for all such breaches shall be limited as provided in Section 11.02(c). (b) The Seller also agrees to indemnify the Purchaser from and against the following: (i) the entirety of any Adverse Consequences the Purchaser may suffer resulting from, arising out of or in connection with any Assumed Benefit Plan, and related to any condition that existed on the Closing Date or any action or failure to act on the part of the Seller or any Subsidiary or any other Person with respect to any such Assumed Benefit Plan prior to the Closing Date. It is the intent of the Parties that the Purchaser shall be indemnified for all Adverse Consequences the Purchaser may suffer in connection with any Assumed Benefit Plan which results from any condition that existed on the Closing Date or any action or failure to act by any Person prior to the Closing Date. The obligations of the Seller under this Section 11.02(b)(i) shall survive the Closing Date and continue in full force and effect subject only to any applicable statutes of limitations; and (ii) the entirety of any Adverse Consequences the Purchaser may suffer resulting from, arising out of or caused by: (iA) any liability Liability of the Seller which is not an Assumed Liability or in (including any way arising out of an act or omission Liability of the Seller Parties prior to Closing (other than an Assumed Liability); (ii) any liability that becomes a Liability of the Seller Parties that is imposed on the Purchaser by operation of law, including under any bulk sales or transfer law of any jurisdiction or jurisdiction, under any common law doctrine of de facto merger or successor liability, which is not or otherwise by operation of law); (B) any Liability of the 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); or (C) any Excluded Liability, Excluded Asset, or act, event, occurrence or circumstances in respect of or relating to the PEO Business prior to the Closing Date (other than any act, event or occurrence or circumstance related to an Assumed Liability;Benefit Plan for which indemnity is provided in Section 11.02(b)(i)); provided, however, that the Purchaser must make a written claim for any indemnification against the Seller under this Section 11.02(b)(ii) on or prior to the second anniversary of the Closing Date and the aggregate amount payable by the Seller under this Section 11.02(b)(ii) shall be limited as provided in Section 11.02(c). (iii) the entirety of any liability Adverse Consequences the Purchaser may suffer resulting from, arising out of or in connection with any tax lien or tax assessment applicable to the Seller or any Subsidiary and disclosed in the Disclosure Schedule. The obligations of the Seller Parties for under this Section 11.02(b)(iii) shall survive the unpaid taxes which are not an Assumed Liability Closing Date and continue in full force and effect subject only to the applicable statutes of any person as a transferee or successor, by contract, or otherwise; andlimitations. (ivc) any other indemnity The aggregate amount payable by a the Seller Party under this Agreement. The indemnification provisions by SHOC and or the Principals are joint and several. Accordingly, Subsidiaries to the Purchaser for indemnification for any and all claims under Section 11.02(a)(ii) and (b)(ii) shall not be obligated to: (i) join all of SHOC and the Principals in any action under any indemnity hereunder; (ii) satisfy any actions or judgments against any Person or all of them; or (iii) pursue any available remedies against any particular Person or all of them, prior limited to pursuing remedies against and satisfying judgments or other collection rights against any other Person$1,000,000.

Indemnification Provisions for Benefit of the Purchaser. (a) In Notwithstanding any investigation at any time made by or on behalf of the Purchaser or any knowledge or information the Purchaser may have or be deemed to have, in the event the Seller Parties breach, breaches (or in the event any a third party alleges facts that, if true, would mean the Seller Parties have has breached, ) any of its representations, warranties or covenants contained in this Agreement, any certificate delivered by the Seller pursuant to this Agreement or any Ancillary Agreement and provided that the Purchaser makes a written claim for indemnification against the Seller Partiesprior to the expiration of any applicable survival period, then SHOC the Seller will indemnify and the Principals each jointly and severally agree to indemnify hold harmless the Purchaser from and against the entirety of any Adverse Consequences losses, expenses (including reasonable attorney's, accountant's and expert's fees and expenses), damages and other liabilities (collectively, "LOSSES") suffered or incurred by the Purchaser may suffer through or any of its Affiliates, or any of their respective stockholders, directors, officers, employees and after agents (collectively, the date of the claim for indemnification resulting from"PURCHASER INDEMNIFIED PARTIES"), arising out of or caused by the breach or the alleged breach. (b) SHOC and the Principals each jointly and severally agree to indemnify the Purchaser from and against the entirety of any Adverse Consequences the Purchaser may suffer resulting from, arising out of, relating to, in the nature of or caused by:by such breach (including any Losses suffered or incurred by any Purchaser Indemnified Party with respect to such breach after the expiration of any applicable survival period). (b) The Seller further agrees to indemnify and hold harmless the Purchaser from and against the entirety of any Losses any Purchaser Indemnified Party may suffer or incur resulting from, arising out of, relating to, in the nature of or caused by (i) any liability of the Seller which is not an Assumed Excluded Liability or in any way arising out of an act or omission of the Seller Parties prior to Closing (other than an Assumed Liability); (ii) that portion of any liability of the Seller Parties that is imposed on Contract not assigned to the Purchaser by operation of law, including under any bulk transfer law of any jurisdiction or under any common law doctrine of de facto merger or successor liability, with respect to which the Purchaser is not an Assumed Liability; (iii) to bear the economic benefits and burdens as contemplated by Section 7.2. In the event and to the extent any liability of Losses with respect to which the Seller Parties for the unpaid taxes which are not an Assumed Liability of any person as a transferee or successor, by contract, or otherwise; and (iv) any other indemnity by a Seller Party Purchaser is entitled to indemnification under this Agreement. The indemnification provisions Section 10.2 result from, arise out of, relate to, are in the nature of or are caused by SHOC and the Principals are joint and several. Accordinglyany Excluded Liability, the Purchaser shall not will be obligated to: (ientitled to be indemnified from and against the entirety of such Losses pursuant to this Section 10.2(b) join all notwithstanding the fact the matter giving rise to such Losses may also constitute a breach of SHOC and the Principals Seller's representations, warranties or covenants contained in any action under any indemnity hereunder; (ii) satisfy any actions or judgments against any Person or all of them; or (iii) pursue any available remedies against any particular Person or all of them, prior to pursuing remedies against and satisfying judgments or other collection rights against any other Personthis Agreement.

Indemnification Provisions for Benefit of the Purchaser. (aA) In the event the Seller Parties breachbreaches, or in the event any third party alleges facts that, if true, would mean the Seller Parties have has breached, any of its representations, warranties or covenants contained in this Agreement, provided that the Purchaser makes a written claim for indemnification against the Seller Partiesas provided in this Section, then SHOC and the Principals each jointly and severally agree Seller agrees to indemnify the Purchaser from and against the entirety of any Adverse Consequences the Purchaser may suffer through and after the date of the claim for indemnification resulting from, arising out of of, or caused by the breach or the alleged breach. (bB) SHOC and the Principals each jointly and severally agree The Seller agrees to indemnify the Purchaser from and against the entirety of any Adverse Consequences the Purchaser may suffer resulting from, arising out of, relating to, in the nature of of, or caused by: (i1) any liability of the Seller which is not an Assumed Liability or in any way arising out of an act or omission of the Seller Parties prior to Closing (other than an Assumed Liability); (ii2) any liability of the Seller Parties that is imposed on the Purchaser by operation of law, including under any bulk transfer law of any jurisdiction or under any common law doctrine of de facto merger or successor liability, which is not an Assumed Liability; (iii3) any liability of the Seller Parties for the unpaid taxes which are not an Assumed Liability of any person as a transferee or successor, by contract, or otherwise; (4) any claims by third party homeowners with respect to structural or other repair work required under any Sold Unit except as contemplated by Section 3.3; and (iv5) any other indemnity by a the Seller Party under this Agreement. The indemnification provisions hereof by SHOC and Seller shall be further subject to the Principals are joint and several. Accordingly, the Purchaser shall not be obligated tofollowing limitations: (i) join all Purchaser shall not make a claim with respect to such indemnification until the aggregate amount of SHOC claims hereunder exceeds $20,000.00; and the Principals in any action under any indemnity hereunder; (ii) satisfy the total amount of liability under such indemnification shall be limited to an aggregate of One Hundred Thousand Dollars ($100,000), excluding any actions or judgments against any Person or all liability of them; or Seller for the first Twenty Thousand Dollars (iii$20,000) pursue any available remedies against any particular Person or all of them, prior to pursuing remedies against and satisfying judgments or other collection rights against any other Personclaims.

Indemnification Provisions for Benefit of the Purchaser. (aA) In the event the Seller Parties breachor Calton breaches, or in the event any evxxx xxy third party alleges facts that, if true, would mean either Calton or the Seller Parties have breachedhas breaxxxx, any of its representations, warranties or covenants contained in this Agreement, provided that the Purchaser makes a written claim for indemnification against Calton and the Seller Partiesas provxxxx xn this Section, then SHOC Calton and the Principals Seller each jointly joxxxxx and severally agree to indemnify the Purchaser from and against the entirety of any Adverse Consequences the Purchaser may suffer through and after the date of the claim for indemnification resulting from, arising out of or caused by the breach or the alleged breach. (bB) SHOC The Seller and the Principals Calton each jointly and severally agree severxxxx xgree to indemnify the Purchaser from and against the entirety of any Adverse Consequences the Purchaser may suffer resulting from, arising out of, relating to, in the nature of or caused by: (i1) any liability of the Seller which is not an Assumed Liability or in any way arising out of an act or omission of the Seller Parties prior to Closing (other than an Assumed Liability); (ii2) any liability of the Seller Parties that is imposed on the Purchaser by operation of law, including under any bulk transfer law of any jurisdiction or under any common law doctrine of de facto merger or successor liability, which is not an Assumed Liability; (iii3) any liability of the Seller Parties or Calton for the unpaid taxes which are wxxxx xre not an Assumed Liability of any person as a transferee or successor, by contract, or otherwise; (4) any claims by third party homeowners with respect to structural or other repair work required under any residential housing unit sold by Calton or by the Seller, excexx xx contemplated by Section 3.3; and (iv5) any other indemnity by a Seller Party under this Agreement. The indemnification provisions by SHOC the Seller and the Principals Calton are joint and several. Xxxxon has executed and delivxxxx xhis indemnity for the purpose of evidencing its obligations to be liable for any indemnification by the Seller hereunder. Accordingly, the Purchaser shall not be obligated to: (i) join all of SHOC and the Principals Seller in any action under any indemnity hereunder; (ii) satisfy any actions or judgments against any Person or all of themSeller; or (iii) pursue any available remedies against any particular Person or all of themthe Seller, prior to pursuing remedies against and satisfying judgments or other collection rights against any other PersonCalton. The ixxxxxxfication provisions hereof by Seller and Calton shall be further subjexx xx the following limitations: (i) Purchaser shall not make a claim with respect to such indemnification until the aggregate amount of claims hereunder is equal to or exceeds $20,000.00; and (ii) the total amount of liability under such indemnification shall be limited to an aggregate of the amount of the Purchase Price.

Indemnification Provisions for Benefit of the Purchaser. (a) In Notwithstanding any investigation at any time made by or on behalf of the Purchaser or any knowledge or information the Purchaser may have or be deemed to have, in the event the Seller Parties breach, Sellers breach (or in the event any a third party alleges facts that, if true, would mean the Seller Parties Sellers have breached, ) any of its their representations, warranties or covenants contained in this Agreement or any certificate delivered by the Sellers pursuant to this Agreement, and provided that the Purchaser makes a written claim for indemnification against the Seller PartiesSellers prior to the expiration of any applicable survival period, then SHOC and the Principals each jointly and severally agree to Sellers will indemnify the Purchaser from and against the entirety of any Adverse Consequences losses, expenses (including reasonable attorneys', accountants' and experts' fees and expenses), damages and other liabilities, including Tax-related liabilities pursuant to Section 6 hereof (collectively, "Losses") suffered or incurred by the Purchaser may suffer through or any of its Affiliates (including the Company), or any of their respective stockholders, directors, officers, employees and after agents (collectively, the date of the claim for indemnification resulting from"Purchaser Indemnified Parties"), arising out of or caused by the breach or the alleged breach. (b) SHOC and the Principals each jointly and severally agree to indemnify the Purchaser from and against the entirety of any Adverse Consequences the Purchaser may suffer resulting from, arising out of, relating to, in the nature of or caused by: by such breach (i) including any Losses suffered or incurred by any Purchaser Indemnified Party with respect to such breach after the expiration of any applicable survival period. The liability of the Seller which is not an Assumed Liability or in any way arising out of an act or omission of the Seller Parties prior to Closing (other than an Assumed Liability); (ii) any liability of the Seller Parties that is imposed on the Purchaser by operation of law, including under any bulk transfer law of any jurisdiction or under any common law doctrine of de facto merger or successor liability, which is not an Assumed Liability; (iii) any liability of the Seller Parties for the unpaid taxes which are not an Assumed Liability of any person as a transferee or successor, by contract, or otherwise; and (iv) any other indemnity by a Seller Party under this Agreement. The indemnification provisions by SHOC and the Principals are Sellers hereunder shall be joint and several. AccordinglyNotwithstanding anything contained in this Agreement to the contrary, the Purchaser shall not be obligated to: (i) join all the Sellers shall not have any liability to the Purchaser Indemnified Parties hereunder until the Losses against which indemnification is sought aggregate in excess of SHOC $10,000, and then the Principals Sellers shall have no liability for such first $10,000 in any action under any indemnity hereunderLosses; and (ii) satisfy any actions the entire, aggregate liability of the Sellers to all Purchaser Indemnified Parties hereunder, whether personal or judgments against any Person otherwise and whether or all of them; or (iii) pursue any available remedies against any particular Person or all of themnot related to title insurance policies, prior to pursuing remedies against and satisfying judgments or other collection rights against any other Personshall in no event exceed $700,000.

Indemnification Provisions for Benefit of the Purchaser. (a) In the event that either the Seller Parties breach, Sellers or the Principal Shareholder breach (or in the event any third party Third Party alleges facts that, if true, would mean either the Seller Parties have Sellers or the Principal Shareholder has breached, ) any of its their representations, warranties or warranties, covenants and agreements contained in this Agreement, and, provided that the Purchaser makes a written claim for indemnification against the Seller PartiesSellers and the Principal Shareholder prior to the expiration of the representations, warranties, covenants and agreements as set forth in Section 11.01(a) or (b), as applicable, then SHOC the Sellers and the Principals each jointly and severally agree to indemnify the Purchaser from and against the entirety of any Adverse Consequences the Purchaser may suffer through and after the date of the claim for indemnification resulting from, arising out of or caused by the breach or the alleged breach. (b) SHOC and the Principals each Principal Shareholder jointly and severally agree to indemnify the Purchaser from and against the entirety of any Adverse Consequences the Purchaser may suffer resulting from, arising out ofof or caused by the breach (or the alleged breach) of any representation, relating towarranty, covenant or agreement of the Sellers or the Principal Shareholder referred to in Section 11.01(a) or (b), as applicable. (b) The Sellers and the nature Principal Shareholder also agree to jointly and severally indemnify the Purchaser from and against the following: (i) the entirety of any Adverse Consequences the Purchaser may suffer resulting from, arising out of or in connection with any Employee Plan, and related to any condition that existed on the Closing Date or any action or failure to act on the part of the Sellers or any other Person with respect to any such Employee Plan prior to the Closing Date. It is the intent of the Parties that the Purchaser shall be indemnified for all Adverse Consequences the Purchaser may suffer in connection with any Employee Plan which results from any condition that existed on the Closing Date or any action or failure to act by any Person prior to the Closing Date. The obligations of the Sellers and the Principal Shareholder under this Section 11.02(b)(i) shall survive the Closing Date and continue in full force and effect subject only to any applicable statutes of limitations; and (ii) the entirety of any Adverse Consequences the Purchaser may suffer resulting from, arising out of or caused by: (iA) any liability Liability of the Seller Sellers which is not an Assumed Liability or in (including any way arising out of an act or omission Liability of the Seller Parties prior to Closing (other than an Assumed Liability); (ii) any liability Sellers that becomes a Liability of the Seller Parties that is imposed on the Purchaser by operation of law, including under any bulk sales or transfer law of any jurisdiction or jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law); (B) any Liability of the Sellers 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 (C) any Excluded Liability, Excluded Asset, or act, event, occurrence or circumstances in respect of or relating to the Staffing Business prior to the Closing Date (other than any act, event or occurrence or circumstance related to an Employee Plan for which indemnity is not an Assumed Liability;provided in Section 11.02(b)(i)). The obligations of the Sellers and the Principal Shareholder under this Section 11.02(b)(ii) shall survive the Closing Date and continue in full force and effect subject only to any applicable statutes of limitations; and (iii) the entirety of any liability Adverse Consequences the Purchaser may suffer resulting from, arising out of or in connection with any tax lien or tax assessment. The obligations of the Seller Parties Sellers under this Section 11.02(b)(iii) shall survive the Closing Date and continue in full force and effect subject only to the applicable statutes of limitations. (c) Any amounts payable by the Sellers or the Principal Shareholder to the Purchaser for indemnification for any and all claims under Section 11.02 may be offset or deducted by Purchaser from the unpaid taxes which are not an Assumed Liability Escrow Amount and/or any Deferred Purchase Price under the Agreement for Sale of Goodwill between Purchaser and Xxxxxxx X. Xxxxx of even date herewith (provided that Purchaser shall provide Sellers and the Principal Shareholder with written notice of any person as a transferee such offset or successordeduction), by contract, without limiting Purchaser's right to seek further indemnification from Sellers or otherwise; and (iv) any other indemnity by a Seller Party under this Agreement. The indemnification provisions by SHOC and the Principals are joint and several. Accordingly, the Purchaser shall not be obligated to: (i) join all of SHOC and the Principals in any action under any indemnity hereunder; (ii) satisfy any actions or judgments against any Person or all of them; or (iii) pursue any available remedies against any particular Person or all of them, prior to pursuing remedies against and satisfying judgments or other collection rights against any other PersonPrincipal Shareholder.