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

Indemnification Provisions for Benefit of the Seller. (i) In the event: (x) the Buyer breaches any of its representations, warranties and covenants contained herein; (y) there is an applicable survival period pursuant to Section 8(a); and (z) any Seller makes a written claim for indemnification against any Buyer pursuant to Section 11(f) within such survival period, the Buyer agrees to indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences caused proximately by the breach and suffered by such Seller Indemnitees. (ii) Except for those Liabilities for which the Seller has agreed to indemnify the Buyer Indemnitees pursuant to Section 8(b), including, without limitation, the Retained Liabilities, the Buyer agrees to indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences relating in any way to the Acquired Interest, any of the Starfish Companies, the Subject Assets, or the ownership and operation of the Acquired Interest, any of the Starfish Companies, arising after the Effective Time. (iii) To the extent any Seller Indemnitee becomes liable to, and is ordered (pursuant to a final, non-appealable order of a court of competent jurisdiction) to pay to any third party, punitive damages proximately caused by a material breach by any Buyer of any representation, warranty or covenant contained in this Agreement, then such punitive damages shall be deemed actual damages to such Seller Indemnitee and included within the definition of Adverse Consequences for purposes of this Section 8. (iv) Except for the rights of indemnification provided in Sections 8 and 9(e), the Seller hereby waives any claim or cause of action pursuant to common or statutory law or otherwise against the Buyer arising from any breach by the Buyer of any of its representations, warranties or covenants under this Agreement or the transactions contemplated hereby.

Indemnification Provisions for Benefit of the Seller. (i) In the event: (x) event the Buyer breaches any of its representations, warranties warranties, and covenants contained herein; in this Agreement, or any person asserts a claim against, or liability or obligation of the Seller (ywhether absolute, accrued, contingent or otherwise) there is an applicable survival period pursuant relating to, or arising out of, the operation of the Business subsequent to Section 8(a); and (z) any the Closing Date, provided that the Seller makes a written claim for indemnification against any the Buyer pursuant to Section 11(fss.9(g) below within such the applicable survival periodperiod pursuant to ss.7(a) above, then the Buyer agrees to indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences caused proximately by the breach and suffered by such Seller Indemnitees. (ii) Except for those Liabilities for which once the Seller has agreed to indemnify 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 Buyer Indemnitees pursuant to Section 8(b), including, without limitation, the Retained Liabilities, the Buyer agrees will be obligated to indemnify the Seller Indemnitees from and against further such Adverse Consequences), provided, however, that this limitation or "basket" shall not apply to any damages or claims arising in connection with the entirety fraud or willful misconduct of any Buyer or thereafter (B) to the extent the Adverse Consequences relating the Seller has suffered by reason of all such breaches exceeds a One Million Five Hundred Thousand Dollar ($1,500,000) aggregate ceiling (after which point the Buyer will have no obligation to indemnify the Seller from and against further such Adverse Consequences); provided, however, that this aggregate ceiling on liability shall not apply to any damages or claims arising in connection with any way to Assumed Liabilities or the Acquired Interestfraud or willful misconduct of Buyer; provided further, any that this aggregate ceiling on liability shall have no effect on the payment of the Starfish CompaniesNotes, the Subject Assets, or the ownership and operation of the Acquired Interest, any of the Starfish Companies, arising after the Effective Timeexcept as otherwise set forth in ss.7(g) hereof. (iii) To the extent any Seller Indemnitee becomes liable to, and is ordered (pursuant to a final, non-appealable order of a court of competent jurisdiction) to pay to any third party, punitive damages proximately caused by a material breach by any Buyer of any representation, warranty or covenant contained in this Agreement, then such punitive damages shall be deemed actual damages to such Seller Indemnitee and included within the definition of Adverse Consequences for purposes of this Section 8. (iv) Except for the rights of indemnification provided in Sections 8 and 9(e), the Seller hereby waives any claim or cause of action pursuant to common or statutory law or otherwise against the Buyer arising from any breach by the Buyer of any of its representations, warranties or covenants under this Agreement or the transactions contemplated hereby.

Indemnification Provisions for Benefit of the Seller. (i) In Subject to the event: (x) the Buyer breaches any of its representations, warranties and covenants contained herein; (y) there is an applicable survival period pursuant to limitations set forth in Section 8(a); and (z) any Seller makes a written claim for indemnification against any Buyer pursuant to Section 11(f) within such survival period8.1 above, the Buyer Purchaser agrees to indemnify the Seller Indemnitees and its successors, permitted assigns, directors, officers, employees and Affiliates (the "Seller Indemnitees") from and against the entirety all Losses arising out of or resulting from (a) any breach of any Adverse Consequences caused proximately by representation or warranty of the Purchaser contained in this Agreement or (b) the material breach or nonperformance of any covenant or agreement of the Purchaser contained in this Agreement (except an agreement which, pursuant to the express terms of this Agreement, is not to survive and is to expire or be terminated upon the Closing or termination of this Agreement); provided, however, that for purposes of the indemnification provided under clause (a) of this Section 8.3 (other than in respect of the breach and suffered by such Seller Indemnitees. (ii) Except for those Liabilities for or inaccuracy of Section 4.6, to which the Seller has agreed to indemnify the Buyer Indemnitees pursuant to Section 8(bPurchaser Deductible shall not apply), including, without limitation, the Retained Liabilities, the Buyer agrees Purchaser shall have no obligation to indemnify the Seller Indemnitees from until such time, if any, as, and against the entirety of any Adverse Consequences relating in any way only to the Acquired Interestextent that, the aggregate amount of the Losses arising out of all such breaches exceeds $2,500,000 (the "Purchaser Deductible"); provided, further, that for purposes of the indemnification provided in clause (a) of this Section 8.3 (other than in respect of the breach or inaccuracy of Section 4.6, to which no limitation on the amount of indemnification shall apply), the obligation of the Purchaser to indemnify the Seller Indemnitees shall be limited to indemnification in an aggregate amount equal to (x) $50,000,000 less (y) an amount equal to 20% of the Cash Adjustment at Closing. For purposes of the indemnification provided in clause (a) of this Section 8.3, in determining whether any of the Starfish Companiesrepresentations or warranties set forth in this Agreement has been breached, the Subject Assetsno effect will be given to any materiality qualification set forth in such representation or warranty, or the ownership and operation of the Acquired Interestand, for indemnification purposes hereunder, any of the Starfish Companies, arising after the Effective Time. (iii) To the extent any Seller Indemnitee becomes liable to, and is ordered (pursuant to a final, non-appealable order of a court of competent jurisdiction) to pay to any third party, punitive damages proximately caused by a material breach by any Buyer of any representation, warranty or covenant contained in this Agreement, then such punitive damages materiality qualification shall be deemed actual damages to such Seller Indemnitee and included within disregarded. For the definition purposes of Adverse Consequences indemnification provided for purposes in clause (a) of this Section 88.3, only those single claims for indemnification in excess of $100,000 (but the entire amounts of such claims, and not just the portions in excess of $100,000) shall be counted toward the Purchaser Deductible. (iv) Except for the rights of indemnification provided in Sections 8 and 9(e), the Seller hereby waives any claim or cause of action pursuant to common or statutory law or otherwise against the Buyer arising from any breach by the Buyer of any of its representations, warranties or covenants under this Agreement or the transactions contemplated hereby.

Indemnification Provisions for Benefit of the Seller. (i) In ---------------------------------------------------- the event: (x) event the Buyer breaches any of its representations, warranties warranties, and covenants contained herein; (y) , and, if there is an applicable survival period pursuant to Section 8(a); and (z) any 7.01 above, provided that the Seller makes a written claim for indemnification within two months of becoming aware of such claim (containing, to the extent reasonably practicable at the time of notification, a detailed description of the facts on the basis of which the claim is based and a good faith estimate of the claim (provided, however, that no delay in providing such information shall relieve the Buyer from any obligation hereunder unless (and then solely to the extent) the Buyer thereby is prejudiced)) against any the Buyer pursuant to Section 11(f) 8.03 below within such survival period, then the Buyer agrees to shall indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Seller may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused proximately by the breach breach; provided, however, that -------- ------- (i) the Seller's aggregate right to indemnification with respect to breaches of any representations of Buyer, other than the Buyer's Surviving Representations, shall be limited to the amount of U.S. $1,000,000 in the aggregate, and suffered by such Seller Indemnitees. (ii) Except for those Liabilities for which the Seller has agreed to indemnify the Buyer Indemnitees pursuant to Section 8(b), including, without limitation, the Retained Liabilities, the Buyer agrees shall not be obligated to indemnify the Seller Indemnitees from and against the entirety breach of any particular representation or warranty unless the Adverse Consequences relating of such breach (when aggregated with the Adverse Consequences of all related breaches) exceeds U.S. $10,000 (it being agreed that Buyer will then be obligated to indemnify against all Adverse Consequences, not just the excess over U.S. $10,000 and without giving effect to the inclusion in any way to the Acquired Interest, any of the Starfish Companies, the Subject Assets, such representation or the ownership and operation of the Acquired Interest, any of the Starfish Companies, arising after the Effective Time. (iii) To the extent any Seller Indemnitee becomes liable to, and is ordered (pursuant to a final, non-appealable order warranty of a court of competent jurisdiction) to pay to any third party, punitive damages proximately caused by a material breach by any Buyer of any representation, warranty or covenant contained in this Agreement, then such punitive damages shall be deemed actual damages to such Seller Indemnitee and included within the definition of Adverse Consequences for purposes of this Section 8materiality qualification). (iv) Except for the rights of indemnification provided in Sections 8 and 9(e), the Seller hereby waives any claim or cause of action pursuant to common or statutory law or otherwise against the Buyer arising from any breach by the Buyer of any of its representations, warranties or covenants under this Agreement or the transactions contemplated hereby.

Indemnification Provisions for Benefit of the Seller. (i) In Subject to Section 12.3(ii), in the event: event the Purchaser breaches (xor in the event any third party alleges facts that, if true, would mean the Purchaser has breached) the Buyer breaches any of its representations, warranties and covenants contained herein; (y) , and, if there is an applicable survival period pursuant to Section 8(a); and (z) any 12.1 hereof, provided that the Seller makes a written claim for indemnification against any Buyer the Purchaser pursuant to Section 11(f) 13.7 below within such survival period, then the Buyer Purchaser agrees to indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Seller may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused proximately by the breach and suffered by such Seller Indemnitees(or the alleged breach). (ii) Except for those Liabilities for which the Seller has agreed to indemnify the Buyer Indemnitees pursuant to Section 8(b), including, without limitation, the Retained Liabilities, the Buyer agrees The Purchaser shall not be obligated to indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any way to the Acquired Interest, any warranty of the Starfish CompaniesPurchaser until the Seller has suffered Adverse Consequences by reason of all such breaches in excess of a $1,500,000 aggregate threshold (at which point the Purchaser will be obligated to indemnify the Seller from and against all such Adverse Consequences; provided, the Subject Assetshowever, or the ownership and operation that any obligation of the Acquired Interest, any of Purchaser to indemnify the Starfish Companies, arising Seller after the Effective Time. (iii) To the extent any Seller Indemnitee becomes liable to, and is ordered (pursuant such aggregate threshold has been reached shall not arise with regard to a final, non-appealable order of a court of competent jurisdiction) to pay to any third party, punitive damages proximately caused by a material breach by any Buyer of any representation, warranty or covenant contained in this Agreement, then such punitive damages shall be deemed actual damages to such Seller Indemnitee and included within the definition of Adverse Consequences for purposes of this Section 8less than $25,000. (iv) Except for the rights of indemnification provided in Sections 8 and 9(e), the Seller hereby waives any claim or cause of action pursuant to common or statutory law or otherwise against the Buyer arising from any breach by the Buyer of any of its representations, warranties or covenants under this Agreement or the transactions contemplated hereby.

Indemnification Provisions for Benefit of the Seller. (i) In the event: (x) event the Buyer breaches any of its representations, warranties and covenants contained herein; (y) there is an applicable survival period pursuant to Section 8(a); , and (z) any provided that the particular representation, warranty or covenant survives the Closing and that the Seller makes make a written claim for indemnification against any the Buyer pursuant to Section 11(fSECTION 10(g) below within such the applicable survival period, then the Buyer agrees to indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification, (including any Adverse Consequences the Seller may suffer after the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of or caused proximately by the breach and suffered by such Seller Indemnitees. (ii) Except for those Liabilities for which the Seller has agreed to indemnify breach; PROVIDED, HOWEVER, that the Buyer Indemnitees pursuant to Section 8(b), including, without limitation, the Retained Liabilities, the Buyer agrees shall not have any obligation to indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences resulting from, arising out of, relating to or caused by the breach of any representation or warranty of the Buyer contained in SECTION 3(b) if the Buyer has already paid any way claims for indemnification pursuant to this SECTION 8(c) in excess of the Purchase Price, as adjusted. In addition, Buyer shall indemnify Seller for (A) all liability for Taxes of the Buyer and its subsidiaries, including Mercxx, xxr all Post- Closing Tax Periods and for the portion of all Straddle Periods after the Closing Date, (B) all Section 338 Delta and (C) all liability for reasonable legal and accounting fees and expenses incurred with respect to any item indemnified pursuant to clauses (A) and (B) above. The indemnification obligation of Buyer set forth in the previous sentence shall survive until the expiration of the applicable statute of limitations relating to the Acquired Interest, any Taxes that are the subject of the Starfish Companies, the Subject Assets, or the ownership and operation of the Acquired Interest, any of the Starfish Companies, arising after the Effective Timeindemnification obligation. (iii) To the extent any Seller Indemnitee becomes liable to, and is ordered (pursuant to a final, non-appealable order of a court of competent jurisdiction) to pay to any third party, punitive damages proximately caused by a material breach by any Buyer of any representation, warranty or covenant contained in this Agreement, then such punitive damages shall be deemed actual damages to such Seller Indemnitee and included within the definition of Adverse Consequences for purposes of this Section 8. (iv) Except for the rights of indemnification provided in Sections 8 and 9(e), the Seller hereby waives any claim or cause of action pursuant to common or statutory law or otherwise against the Buyer arising from any breach by the Buyer of any of its representations, warranties or covenants under this Agreement or the transactions contemplated hereby.

Indemnification Provisions for Benefit of the Seller. (ia) In the event: (x) event the Buyer breaches any of its representations, warranties and representations in Section4 above or any of its covenants contained herein; (y) there is an applicable survival period pursuant to Section 8(ain Section5(f); , Section6 and (z) any Seller makes a written claim for indemnification against any Buyer pursuant to Section 11(f) within such survival periodSection7 of this Agreement, the Buyer agrees to indemnify the Seller Indemnitees and Seller's officers, directors, shareholders, employees and agents (collectively, "Seller's Indemnified Persons") from and against the entirety of any Adverse Consequences the Seller's Indemnified Persons shall suffer through and after the date of the claim for indemnification caused proximately by the breach and suffered by breach, provided however, that the indemnity in this Section11(a) shall not apply at all to matters for which Seller is indemnifying Buyer as provided in this Agreement. Solely for purposes of Buyer's indemnification obligations under this Section11(a), any representation or warranty of Buyer in Section4 which includes the term "material adverse effect" (or derivatives or variations of such Seller Indemniteesterm) and/or "taken as a whole" shall be construed as if such term instead were "effect" without any additional qualification. (iib) Except for those Liabilities for which the Seller has agreed to indemnify the Buyer Indemnitees pursuant to Section 8(b), including, without limitation, the Retained Liabilities, the The Buyer agrees to indemnify the Seller Indemnitees Seller's Indemnified Persons from and against any Adverse Consequences the Seller's Indemnified Persons shall suffer caused proximately by any liability which is an Assumed Liability. (c) The Buyer agrees to indemnify the Seller's Indemnified Persons from and against the entirety failure of any Adverse Consequences relating in any way Buyer to discharge when due liabilities related to the Acquired Interest, any disposal or migration of Hazardous Materials to the Starfish Companies, the Subject Assets, or the ownership and operation of the Acquired Interest, any of the Starfish Companies, arising after the Effective Timeextent provided in Section15 hereof. (iiid) To The Buyer agrees to indemnify the Seller's Indemnified Persons from and against the failure of Buyer to discharge when due liabilities related to employees to the extent any Seller Indemnitee becomes liable to, and is ordered (pursuant to a final, non-appealable order of a court of competent jurisdiction) to pay to any third party, punitive damages proximately caused by a material breach by any Buyer of any representation, warranty or covenant contained in this Agreement, then such punitive damages shall be deemed actual damages to such Seller Indemnitee and included within the definition of Adverse Consequences for purposes of this Section 8. (iv) Except for the rights of indemnification provided in Sections 8 and 9(e), the Seller hereby waives any claim or cause of action pursuant to common or statutory law or otherwise against the Buyer arising from any breach by the Buyer of any of its representations, warranties or covenants under this Agreement or the transactions contemplated herebySection16 hereof.

Indemnification Provisions for Benefit of the Seller. (i) In the event: (x) event the Buyer breaches any of its representations, warranties and covenants contained herein; (y) there is an applicable survival period pursuant to Section 8(a); , and (z) any provided that the particular representation, warranty or covenant survives the Closing and that the Seller makes make a written claim for indemnification against any the Buyer pursuant to Section 11(fSECTION 10(g) below within such the applicable survival period, then the Buyer agrees to indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification, (including any Adverse Consequences the Seller may suffer after the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of or caused proximately by the breach and suffered by such Seller Indemnitees. (ii) Except for those Liabilities for which the Seller has agreed to indemnify breach; PROVIDED, HOWEVER, that the Buyer Indemnitees pursuant to Section 8(b), including, without limitation, the Retained Liabilities, the Buyer agrees shall not have any obligation to indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences resulting from, arising out of, relating to or caused by the breach of any representation or warranty of the Buyer contained in SECTION 3(b) if the Buyer has already paid any way claims for indemnification pursuant to this SECTION 8(c) in excess of the Purchase Price, as adjusted. In addition, Buyer shall indemnify Seller for (A) all liability for Taxes of the Buyer and its subsidiaries, including Mercer, for all Post- Closing Tax Periods and for the portion of all Straddle Periods after the Closing Date, (B) all Section 338 Delta and (C) all liability for reasonable legal and accounting fees and expenses incurred with respect to any item indemnified pursuant to clauses (A) and (B) above. The indemnification obligation of Buyer set forth in the previous sentence shall survive until the expiration of the applicable statute of limitations relating to the Acquired Interest, any Taxes that are the subject of the Starfish Companies, the Subject Assets, or the ownership and operation of the Acquired Interest, any of the Starfish Companies, arising after the Effective Timeindemnification obligation. (iii) To the extent any Seller Indemnitee becomes liable to, and is ordered (pursuant to a final, non-appealable order of a court of competent jurisdiction) to pay to any third party, punitive damages proximately caused by a material breach by any Buyer of any representation, warranty or covenant contained in this Agreement, then such punitive damages shall be deemed actual damages to such Seller Indemnitee and included within the definition of Adverse Consequences for purposes of this Section 8. (iv) Except for the rights of indemnification provided in Sections 8 and 9(e), the Seller hereby waives any claim or cause of action pursuant to common or statutory law or otherwise against the Buyer arising from any breach by the Buyer of any of its representations, warranties or covenants under this Agreement or the transactions contemplated hereby.

Indemnification Provisions for Benefit of the Seller. (i) In To the event: (x) extent of the value of the HAHT Common Stock and the HAHT Warrant held in an escrow pursuant to the Escrow Agreement, in the event the Buyer breaches (or in the event any third party alleges facts that, if true, would mean the Buyer has breached) any of its representations, warranties warranties, and covenants contained herein; (y) in this Agreement, and, if there is an applicable survival period pursuant to Section 8(a); and (z7(a) any hereof, provided that the Seller makes a written claim for indemnification against any the Buyer pursuant to Section 11(f6(c) hereof within such survival period, then the Buyer agrees to indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Seller may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused proximately by the breach and suffered (or the alleged breach), except to the extent caused primarily by such Seller Indemniteesthe gross negligence or willful misconduct of the Seller;. (ii) Except for those Liabilities for which To the Seller has agreed to indemnify extent of the Buyer Indemnitees value of the HAHT Common Stock and the HAHT Warrant held in an escrow pursuant to Section 8(b), including, without limitation, the Retained LiabilitiesEscrow Agreement, the Buyer agrees to indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences the Seller may suffer resulting from, arising out of, relating to, in the nature of, or caused by any way Assumed Liability after June 30, 2000, except to the Acquired Interest, any extent caused primarily by the gross negligence or willful misconduct of the Starfish Companies, the Subject Assets, or the ownership and operation of the Acquired Interest, any of the Starfish Companies, arising after the Effective TimeSeller. (iii) To the extent any Seller Indemnitee becomes liable to, and is ordered (pursuant to a final, non-appealable order of a court of competent jurisdiction) to pay to any third party, punitive damages proximately caused by a material breach by any Buyer of any representation, warranty or covenant contained in this Agreement, then such punitive damages shall be deemed actual damages to such Seller Indemnitee and included within the definition of Adverse Consequences for purposes of this Section 8. (iv) Except for the rights of indemnification provided in Sections 8 and 9(e), the Seller hereby waives any claim or cause of action pursuant to common or statutory law or otherwise against the Buyer arising from any breach by the Buyer of any of its representations, warranties or covenants under this Agreement or the transactions contemplated hereby.

Indemnification Provisions for Benefit of the Seller. (i) In the event: (x) event the Buyer breaches any of its representations, warranties and warranties, covenants or agreements contained herein; (y) there is an applicable survival period pursuant to Section 8(a); , and (z) any provided that the Seller makes a written claim for indemnification against any the Buyer pursuant to Section 11(f) section 11.7 below within such the applicable survival period, then the Buyer agrees shall indemnify the Seller from and against any Adverse Consequences suffered by the Seller that was cause proximately by any such breach; provided, however, that the Buyer shall not have any obligation to indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences caused proximately by resulting from the breach and suffered by such Seller Indemnitees. of any representation or warranty of the Buyer: (iiA) Except for those Liabilities for which until the Seller has agreed suffered Adverse Consequences by reason of all such breaches of such representations and warranties in excess of a US$250,000 aggregate deductible (after which point the Buyer will be obligated only to indemnify the Buyer Indemnitees pursuant S from and against further such Adverse Consequences) or thereafter or (B) to Section 8(b), including, without limitation, the Retained Liabilities, extent the Adverse Consequences the Seller has suffered by reason of all such breaches of such representations and warranties does exceed an aggregate ceiling equal to the Purchase Price (after which point the Buyer agrees will have no obligation to indemnify the Seller Indemnitees from and against the entirety of any further such Adverse Consequences relating in any way to the Acquired Interest, any of the Starfish Companies, the Subject Assets, or the ownership and operation of the Acquired Interest, any of the Starfish Companies, arising after the Effective TimeConsequences). (iii) To the extent any Seller Indemnitee becomes liable to, and is ordered (pursuant to a final, non-appealable order of a court of competent jurisdiction) to pay to any third party, punitive damages proximately caused by a material breach by any Buyer of any representation, warranty or covenant contained in this Agreement, then such punitive damages shall be deemed actual damages to such Seller Indemnitee and included within the definition of Adverse Consequences for purposes of this Section 8. (iv) Except for the rights of indemnification provided in Sections 8 and 9(e), the Seller hereby waives any claim or cause of action pursuant to common or statutory law or otherwise against the Buyer arising from any breach by the Buyer of any of its representations, warranties or covenants under this Agreement or the transactions contemplated hereby.

Indemnification Provisions for Benefit of the Seller. (i) In Subject to Section 8.2(ii)(J)(ii), in the event: event the Purchaser breaches (xor in the event any third party alleges facts that, if true, would mean the Purchaser has breached) the Buyer breaches any of its representations, warranties and covenants contained herein; (y) , and, if there is an applicable survival period pursuant to Section 8(a); and (z) any 8.1 hereof, provided that the Seller makes a written claim for indemnification against any Buyer the Purchaser pursuant to Section 11(f) 10.7 below within such survival period, then the Buyer Purchaser agrees to indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Seller may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused proximately by the breach and suffered by such Seller Indemnitees(or the alleged breach). (ii) Except for those Liabilities for which the Seller has agreed to indemnify the Buyer Indemnitees pursuant to Section 8(b), including, without limitation, the Retained Liabilities, the Buyer agrees The Purchaser shall not be obligated to indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any way to the Acquired Interest, any warranty of the Starfish CompaniesPurchaser until the Seller has suffered Adverse Consequences by reason of all such breaches in excess of a $1,500,000 aggregate threshold (at which point the Purchaser will be obligated to indemnify the Seller from and against all such Adverse Consequences; provided, the Subject Assetshowever, or the ownership and operation that any obligation of the Acquired Interest, any Purchaser to indemnify the Seller after such aggregate threshold has been reached shall not arise with regard to Adverse Consequences of the Starfish Companies, arising after the Effective Timeless than $25,000. (iii) To For the extent avoidance of doubt, regardless of the number of warranties breached by any Seller Indemnitee becomes liable toone event, and is ordered (pursuant matter, fact or circumstance giving rise to a final, non-appealable order of a court of competent jurisdiction) to pay to any third party, punitive damages proximately caused by a material breach by any Buyer of any representation, warranty or covenant contained in claim under this Agreement, then such punitive damages the Purchaser shall not be deemed actual damages required to such indemnify the Seller Indemnitee and included within for an amount greater than the definition of Adverse Consequences for purposes of this Section 8. (iv) Except for the rights of indemnification provided in Sections 8 and 9(e), the Seller hereby waives any claim or cause of action pursuant to common or statutory law or otherwise against the Buyer arising from any breach by the Buyer of any of its representationssuch event, warranties matter, fact or covenants under this Agreement or the transactions contemplated hereby.circumstance

Indemnification Provisions for Benefit of the Seller. (i) i. In the event: (x) event the Buyer breaches any of its representations, warranties warranties, and covenants contained herein; (y) in this Agreement or in any agreement, instrument or certificate delivered in connection herewith, and, if there is an applicable survival period pursuant to Section 8(a); and (z8(f) any above, provided that the Seller makes a written claim for indemnification against any the Buyer pursuant to Section 11(f) within such survival period, then the Buyer agrees to indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused proximately by the breach and suffered by such Seller Indemniteesbreach. (ii) Except for those Liabilities for which the Seller has agreed to indemnify the Buyer Indemnitees pursuant to Section 8(b), including, without limitation, the Retained Liabilities, the . The Buyer agrees to indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences the Seller and its shareholders may suffer resulting from, arising out of, relating to, in any way to the Acquired Interest, any of the Starfish Companies, the Subject Assetsnature of, or caused by the ownership and Assumed Liabilities or the Buyer's operation of the Acquired Interest, Assets after the Closing or any transfer taxes related to the Acquired Assets as a result of the Starfish Companies, arising after the Effective Timetransactions contemplated by this Agreement. (iii. The Buyer shall not have any Liability to the Seller for any Adverse Consequences set forth in this Section 8(i) To to the extent that such Adverse Consequences are covered by insurance of the Seller. iv. Notwithstanding anything contained herein to the contrary, the Buyer shall have no liability to the Seller as a result of any Seller Indemnitee becomes liable to, and is ordered (pursuant to a final, non-appealable order of a court of competent jurisdiction) to pay to any third party, punitive damages proximately caused by a material breach by any Buyer of any representation, warranty or covenant contained in this Agreementcovenant, then such punitive damages shall be deemed actual damages to such Seller Indemnitee and included within the definition of Adverse Consequences for purposes of this Section 8. (iv) Except for the rights of indemnification provided in Sections 8 and 9(e), extent that the Seller hereby waives any claim knew that such representation, warranty or cause covenant was incorrect prior to the Closing Date, except where such breach is the result of action pursuant to common fraud or statutory law or otherwise against the Buyer arising from any breach by the Buyer of any of its representations, warranties or covenants under this Agreement or the transactions contemplated herebywillful misconduct.

Indemnification Provisions for Benefit of the Seller. Except as provided in (i) In the event: (x) below, if the Buyer breaches (or if any third party alleges facts that, if true, would mean the Buyer has breached) any of its representations, warranties warranties, and covenants contained herein; (y) there is an applicable survival period pursuant to Section 8(a); in this Agreement, and (z) any provided that the Seller makes a written claim for indemnification against any the Buyer pursuant to Section 11(f10(g) below within such the survival periodperiod specifying in reasonable detail the breach of the misrepresentation, warranty or covenant that has occurred and the Adverse Consequences that have and will occur as a result thereof, then the Buyer agrees to indemnify the Seller, its Affiliates, and each of its and its Affiliates’ employees, officers, directors and agents (each a “Seller Indemnitees Indemnified Party”) from and against the entirety of any Adverse Consequences that any Seller Indemnified Party may suffer through and after the date of the claim for indemnification (including any Adverse Consequences that any Seller Indemnified Party may suffer after the end of the survival period) resulting from, arising out of, relating to, in the nature of, or caused proximately by the breach (or the alleged breach). In addition, notwithstanding the limitation in (i) of this Section 8 below, the Buyer will indemnify, defend and suffered hold harmless any Seller Indemnified Party, from and against any and all Adverse Consequences that any Seller Indemnified Party may suffer from or arising out of: (i) any intentional misconduct or gross negligence on the part of the Buyer in performing any activity contemplated by such Seller Indemnitees. this Agreement; and (ii) Except for those Liabilities for which the Assumed Liabilities; except, in each case (in (i) and (ii)), to the extent caused by the gross negligence or intentional misconduct of the Seller has agreed to indemnify the Buyer Indemnitees pursuant to Section 8(b), including, without limitation, the Retained Liabilities, the Buyer agrees to indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences relating in any way to the Acquired Interest, any of the Starfish Companies, the Subject Assets, or the ownership and operation of the Acquired Interest, any of the Starfish Companies, arising after the Effective Time. (iii) To the extent any Seller Indemnitee becomes liable to, and is ordered (pursuant to a final, non-appealable order of a court of competent jurisdiction) to pay to any third party, punitive damages proximately caused by a material breach by any Buyer of any representation, warranty or covenant contained in this Agreement, then such punitive damages shall be deemed actual damages to such Seller Indemnitee and included within the definition of Adverse Consequences for purposes of this Section 8. (iv) Except for the rights of indemnification provided in Sections 8 and 9(e), the Seller hereby waives any claim or cause of action pursuant to common or statutory law or otherwise against the Buyer arising from any breach by the Buyer Seller of any of its representations, warranties or covenants under set forth in this Agreement or the transactions contemplated herebyAgreement.

Indemnification Provisions for Benefit of the Seller. Purchaser and Xxxxxx agree to indemnify the Seller as follows: (iA) In the event: (x) event the Buyer breaches Purchaser breaches, or in the event any third party alleges facts that, if true, would mean the Purchaser has breached, any of its representations, warranties warranties, and covenants contained herein; (y) there is an applicable survival period pursuant to Section 8(a); and (z) any in this Agreement, provided that the Seller makes a written claim for indemnification against any Buyer pursuant to the Purchaser as provided in this Section 11(f) within such survival period14, the Buyer agrees to indemnify then the Seller Indemnitees shall be indemnified from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification including any Adverse Consequences the Seller may suffer resulting from, arising out of, relating to, in the nature of or caused proximately by the breach and suffered by such Seller Indemnitees.or the alleged breach; (iiB) Except for those Liabilities for which From and against, the entirety of any Adverse Consequences the Seller has agreed to indemnify may suffer resulting from, arising out of, relating to, in the Buyer Indemnitees pursuant to Section 8(b)nature of, including, without limitation, or caused by any Assumed Liability or in any way arising out of an act or omission of the Retained Liabilities, the Buyer agrees Purchaser following Closing; (C) Adverse Consequences under other indemnities under this Agreement; and (D) The Purchaser and Xxxxxx agree to indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences the Seller may suffer resulting from, arising out of or, relating to any indemnity of Purchaser under this Agreement. The indemnification provisions by the Purchaser and Xxxxxx are joint and several. Xxxxxx has executed and delivered this indemnity for the purpose of evidencing its obligation to be liable for any indemnification by the Purchaser hereunder. Accordingly, the Seller shall not be obligated to: (i) join the Purchaser in any way to the Acquired Interest, action under any of the Starfish Companies, the Subject Assets, indemnity hereunder; (ii) satisfy any actions or the ownership and operation of the Acquired Interest, any of the Starfish Companies, arising after the Effective Time. judgments against Purchaser; or (iii) To pursue any available remedies against the extent any Seller Indemnitee becomes liable to, Purchaser prior to pursuing remedies against and is ordered (pursuant to a final, non-appealable order of a court of competent jurisdiction) to pay to any third party, punitive damages proximately caused satisfying judgments or other rights against Xxxxxx. The indemnification provisions hereof by a material breach by any Buyer of any representation, warranty or covenant contained in this Agreement, then such punitive damages Purchaser shall be deemed actual damages further subject to the following limitations: (i) Seller shall not make a claim with respect to such Seller Indemnitee indemnification until the aggregate amount of claims hereunder exceeds $20,000.00; and included within (ii) the definition total amount of Adverse Consequences for purposes liability under such indemnification shall be limited to an aggregate of this Section 8. One Hundred Thousand Dollars (iv$100,000) Except excluding any liability of Buyer for the rights first Twenty Thousand Dollars ($20,000) of indemnification provided in Sections 8 and 9(e), the Seller hereby waives any claim or cause of action pursuant to common or statutory law or otherwise against the Buyer arising from any breach by the Buyer of any of its representations, warranties or covenants under this Agreement or the transactions contemplated herebyclaims.

Indemnification Provisions for Benefit of the Seller. (i) In the event: (x) event the Buyer breaches (or in the event any third party alleges facts that, if true, would mean the Buyer has breached) any of its representations, warranties warranties, and covenants contained herein; (y) in this Agreement, and, if there is an applicable survival period pursuant to Section 8(a); and (zss.8(a) any above, provided that the Seller makes a written claim for indemnification against any the Buyer pursuant to Section 11(fss.10(g) below within such survival period, then the Buyer agrees to indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Seller may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused proximately by the breach (or the alleged breach); provided, however, that the Buyer shall not have any obligation to indemnify the Seller from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty of the Buyer until the Seller has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $25,000 aggregate threshold (at which point the Buyer will be obligated to indemnify the Seller Indemniteesfrom and against all such Adverse Consequences relating back to the first dollar). (ii) Except for those Liabilities for which the Seller has agreed to indemnify the Buyer Indemnitees pursuant to Section 8(b), including, without limitation, the Retained Liabilities, the The Buyer agrees to indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences the Seller may suffer resulting from, arising out of, relating to, in any way to the Acquired Interest, any of the Starfish Companies, the Subject Assetsnature of, or the ownership and operation of the Acquired Interest, any of the Starfish Companies, arising after the Effective Time. (iii) To the extent any Seller Indemnitee becomes liable to, and is ordered (pursuant to a final, non-appealable order of a court of competent jurisdiction) to pay to any third party, punitive damages proximately caused by a material breach by any Buyer of any representation, warranty or covenant contained in this Agreement, then such punitive damages shall be deemed actual damages to such Seller Indemnitee and included within the definition of Adverse Consequences for purposes of this Section 8Assumed Liability. (iv) Except for the rights of indemnification provided in Sections 8 and 9(e), the Seller hereby waives any claim or cause of action pursuant to common or statutory law or otherwise against the Buyer arising from any breach by the Buyer of any of its representations, warranties or covenants under this Agreement or the transactions contemplated hereby.

Indemnification Provisions for Benefit of the Seller. (i) In From and after the eventClosing, in the event that: (x) the Buyer breaches any of its representationsrepresentations and warranties contained herein (other than the representations and warranties in Section 3(b)(i), warranties (ii) and covenants contained herein; (y) there is an applicable survival period pursuant to Section 8(aiv)); and (zy) any a Seller Party makes a written claim for indemnification against any the Buyer pursuant to Section 11(f6(g) within such the applicable survival periodperiod as set forth in Section 6(b), then the Buyer agrees shall indemnify the Seller Parties from and against any Adverse Consequences to the extent in excess of $10,000 per breach to the extent they are caused proximately by the breach and suffered by the Seller Parties; provided, that the Buyer shall not have any obligation to indemnify the Seller Indemnitees Parties from and against any such Adverse Consequences (A) until the Seller Parties have suffered Adverse Consequences by reason of all such breaches in excess of a $100,000 aggregate deductible (after which point the Buyer will be obligated only to indemnify the Seller Parties from and against further such Adverse Consequences) or thereafter (B) to the extent the Adverse Consequences the Seller Parties have suffered by reason of all such breaches exceeds a $1,125,000 aggregate ceiling (after which point the Buyer will have no obligation to indemnify the Seller Parties from and against further such Adverse Consequences). (ii) From and after the Closing, in the event the Buyer breaches any of its representations and warranties in Section 3(b)(i), (ii) or (iv) or its post-Closing covenants contained herein, then the Buyer shall indemnify the Seller Parties from and against the entirety of any Adverse Consequences caused proximately by the breach and suffered by such Seller Indemnitees. (ii) Except for those Liabilities for which the Seller has agreed Parties through and after the date of the claim for indemnification, up to indemnify the Buyer Indemnitees pursuant to Section 8(b), including, without limitation, the Retained Liabilities, the Buyer agrees to indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences relating in any way a maximum aggregate indemnification amount equal to the Acquired Interest, any of the Starfish Companies, the Subject Assets, or the ownership and operation of the Acquired Interest, any of the Starfish Companies, arising after the Effective TimePurchase Price. (iii) To the extent any Seller Indemnitee becomes liable to, and is ordered (pursuant to a final, non-appealable order of a court of competent jurisdiction) to pay to any third party, punitive damages proximately caused by a material breach by any Buyer of any representation, warranty or covenant contained in this Agreement, then such punitive damages shall be deemed actual damages to such Seller Indemnitee and included within the definition of Adverse Consequences for purposes of this Section 8. (iv) Except for (A) the rights of indemnification provided in Sections 8 Section 6(a), this Section 6(d), and 9(ein the Product Agreement, (B) the covenants in Section 6(a), which the Seller may specifically enforce, (C) rights with respect to any agreement entered into by the Parties after the Closing Date, and (D) claims arising out of the Buyer’s actual fraud or willful misconduct, the Seller hereby waives any claim or cause of action pursuant to common or statutory law or otherwise against the Buyer arising from any breach by the Buyer regarding obligations and liabilities of any of its representationsnature whatsoever that are attributable to the Assets, warranties whether arising before or covenants under this Agreement or after the transactions contemplated herebyClosing Date.

Indemnification Provisions for Benefit of the Seller. (i) In the event: (x) event the Buyer breaches any of its representations, warranties warranties, and covenants contained herein; (y) there is an applicable survival period pursuant in this Agreement, including the obligation to Section 8(a); assume the Assumed Contracts, and (z) any provided that the particular representation, warranty, or covenant survives the Closing and that the Seller makes a written claim for indemnification against any Buyer pursuant to Section 11(f) within such the applicable survival period, then the Buyer agrees to indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Seller may suffer after the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused proximately by the breach and suffered by such Seller Indemnitees. (ii) Except for those Liabilities for which the Seller has agreed to indemnify the Buyer Indemnitees pursuant to Section 8(b)breach. Additionally, including, without limitation, the Retained Liabilities, the Buyer agrees to fully indemnify the Seller Indemnitees (such indemnification shall include, but not be limited to costs, damages, attorney's fees) that arise from any legal action or suit formally initiated and against the entirety be served by ADC Telecommunications which pertains to ADC's U.S. 4,749,968 patent, that is a result of any Adverse Consequences relating in overt action taken or product made or sold by Buyer after Closing: provided, however, nothing herein shall be construed as obligating Buyer to indemnify Seller for any way such legal action or suit which is initiated or served as a result of Buyer's actions to consummate the Acquired Interest, any of the Starfish Companies, the Subject Assets, or the ownership and operation acquisition of the Acquired Interest, any Assets as contemplated herein and/or as a result of Buyer's mere ownership of the Starfish Companies, arising Acquired Assets after the Effective TimeClosing. (iii) To the extent any Seller Indemnitee becomes liable to, and is ordered (pursuant to a final, non-appealable order of a court of competent jurisdiction) to pay to any third party, punitive damages proximately caused by a material breach by any Buyer of any representation, warranty or covenant contained in this Agreement, then such punitive damages shall be deemed actual damages to such Seller Indemnitee and included within the definition of Adverse Consequences for purposes of this Section 8. (iv) Except for the rights of indemnification provided in Sections 8 and 9(e), the Seller hereby waives any claim or cause of action pursuant to common or statutory law or otherwise against the Buyer arising from any breach by the Buyer of any of its representations, warranties or covenants under this Agreement or the transactions contemplated hereby.

Indemnification Provisions for Benefit of the Seller. (i) In the event: (x) event the Buyer breaches or EAE breach any of its representationstheir (i) representations and warranties contained in this Agreement, warranties and covenants contained herein; (y) and, if there is an applicable survival period pursuant to Section 8(a); and (z) any above, provided that the Seller makes a written claim for indemnification against any the Buyer or EAE, as the case may be, pursuant to Section 11(f10(g) below within such survival period, or (ii) covenants contained in this Agreement, and the Seller makes a written claim for indemnification against the Buyer agrees or EAE, as the case may be, pursuant to Section 10(g) below, then the Buyer and EAE, jointly and severally, agree to indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Seller may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused proximately by the breach; provided, however, that (A) the Buyer and EAE shall not have any obligation to indemnify the Seller from and against any Adverse Consequences resulting from, arising out of, relating to in the nature of, or caused by the breach of any representation, warranty or covenant of the Buyer or EAE until the Seller has suffered Adverse Consequences by reason of all such breaches in excess of the Basket, in which case the Seller shall be entitled to recover the full amount of such claims, including the amounts in the Basket, pursuant to this Agreement, and suffered (B) there shall be a US$100,000 aggregate ceiling on the obligation of the Buyer and EAE to indemnify the Seller from and against Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by such Seller Indemniteesbreaches of the representations, warranties or covenants of the Buyer or EAE. (ii) Except for those Liabilities for which the Seller has agreed to indemnify the The Buyer Indemnitees pursuant to Section 8(b)and EAE, includingjointly and severally, without limitation, the Retained Liabilities, the Buyer agrees agree to indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences the Seller may suffer resulting from, arising out of, relating to, in any way to the Acquired Interest, any of the Starfish Companies, the Subject Assetsnature of, or the ownership and operation of the Acquired Interest, caused by any of the Starfish Companies, arising after the Effective TimeAssumed Liability. (iii) To The Buyer and EAE, jointly and severally, agree to indemnify, to the extent permitted by law, the Seller, its officers and directors and each Person who controls the Seller (within the meaning of the Securities Act) against the entirety of any Seller Indemnitee becomes liable Adverse Consequences such persons may suffer resulting from, arising out of, relating to, and is ordered (pursuant in the nature of, or caused by any untrue or alleged untrue statement of a material fact contained in any registration statement, prospectus or preliminary prospectus with respect to a final, non-appealable order Piggyback Registration or any amendment thereof or supplement thereto or any omission or alleged untrue statement of a court of competent jurisdiction) material fact required to pay be stated therein or necessary to any third partymake the statements therein not misleading, punitive damages proximately except insofar as the same are caused by a material breach by any Buyer of any representation, warranty or covenant contained in this Agreement, then such punitive damages shall be deemed actual damages any information furnished in writing to such EAE by Seller Indemnitee and included within (a "Seller Statement") or by the definition Seller's failure to deliver a copy of Adverse Consequences for purposes of this Section 8. (iv) Except for the rights of indemnification provided in Sections 8 and 9(e), registration statement or prospectus or any amendments or supplements thereto after EAE has furnished the Seller hereby waives any claim or cause with a sufficient number of action pursuant to common or statutory law or otherwise against copies of the Buyer arising from any breach by the Buyer of any of its representations, warranties or covenants under this Agreement or the transactions contemplated herebysame.

Indemnification Provisions for Benefit of the Seller. (ia) In the event: (x) event the Buyer Purchaser breaches any of its representations, warranties and or covenants contained herein; (y) there is an applicable survival period in this Agreement or in any certificate delivered by the Purchaser pursuant to Section 8(a); this Agreement and (z) any provided that the Seller makes a written claim for indemnification against any Buyer pursuant to Section 11(f) within such survival periodthe Purchaser setting forth in reasonable detail the circumstances regarding the claim and, if ascertainable, an estimate of the Buyer amount thereof, then the Purchaser agrees to indemnify indemnify, defend and hold the Seller Indemnitees harmless from and against the entirety of any Adverse Consequences Losses the Seller or any of its Affiliates, or any of their respective directors, officers, employees, agents or representatives (collectively, the "SELLER INDEMNIFIED PARTIES"), suffer to the extent such Losses result from, arise out of or are caused proximately by the breach and suffered by such Seller Indemniteesbreach. (iib) Except for those Liabilities for which The Purchaser further agrees to indemnify, defend and hold the Seller has agreed to indemnify the Buyer Indemnitees pursuant to Section 8(b), including, without limitation, the Retained Liabilities, the Buyer agrees to indemnify the Seller Indemnitees harmless from and against the entirety of any Adverse Consequences relating in any way Losses the Seller Indemnified Parties suffer to the Acquired Interestextent such Losses result from, arise out of or are caused by any of the Starfish Companies, the Subject Assets, Assumed Liabilities or the ownership Purchased Assets. (c) The Purchaser further agrees to indemnify, defend and hold the Seller harmless from and against the entirety of any Losses the Seller Indemnified Parties suffer to the extent such Losses result from, arise out of or are caused by the operation of the Acquired Interest, any Business or use of the Starfish Companies, arising Purchased Assets or any Assumed Liabilities after the Effective TimeClosing Date. (iii) To the extent any Seller Indemnitee becomes liable to, and is ordered (pursuant to a final, non-appealable order of a court of competent jurisdiction) to pay to any third party, punitive damages proximately caused by a material breach by any Buyer of any representation, warranty or covenant contained in this Agreement, then such punitive damages shall be deemed actual damages to such Seller Indemnitee and included within the definition of Adverse Consequences for purposes of this Section 8. (iv) Except for the rights of indemnification provided in Sections 8 and 9(e), the Seller hereby waives any claim or cause of action pursuant to common or statutory law or otherwise against the Buyer arising from any breach by the Buyer of any of its representations, warranties or covenants under this Agreement or the transactions contemplated hereby.

Indemnification Provisions for Benefit of the Seller. (i) i. In the event: (x) event the Buyer breaches any of its representations, warranties warranties, and covenants contained herein; (y) in this Agreement, and, if there is an applicable survival period pursuant to Section 8(a); and (z8(f) any above, provided that the Seller makes a written claim for indemnification against any the Buyer pursuant to Section 11(f) within such survival period, then the Buyer agrees to indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused proximately by the breach and suffered by such Seller Indemniteesbreach. (ii) Except for those Liabilities for which the Seller has agreed to indemnify the Buyer Indemnitees pursuant to Section 8(b), including, without limitation, the Retained Liabilities, the . The Buyer agrees to indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences the Seller and its shareholders may suffer resulting from, arising out of, relating to, in any way to the Acquired Interest, any of the Starfish Companies, the Subject Assetsnature of, or caused by the ownership and Buyer's operation of the Acquired Interest, Assets after the Closing. iii. The Buyer shall not have any Liability to the Seller for any Adverse Consequences set forth in this Section 8(i) to the extent that such Adverse Consequences are covered by insurance of the Starfish Companies, arising after the Effective TimeSeller. (iii) To iv. Notwithstanding anything contained herein to the extent contrary, the Buyer shall have no liability to the Seller as a result of any Seller Indemnitee becomes liable to, and is ordered (pursuant to a final, non-appealable order of a court of competent jurisdiction) to pay to any third party, punitive damages proximately caused by a material breach by any Buyer of any representation, warranty or covenant, to the extent that the Seller knew that such representation, warranty or covenant contained in this Agreementwas incorrect prior to the Closing Date, then except where such punitive damages breach is the result of fraud or willful misconduct. v. In no event shall be deemed actual damages the liability of the Buyer pursuant to such Seller Indemnitee and included within the definition of Adverse Consequences for purposes of this Section 8. (iv8(i) Except for exceed the rights current market value of indemnification the Buyer's Shares provided in Sections 8 and 9(e), to the Seller hereby waives any claim or cause of action at the Closing pursuant to common or statutory law or otherwise against the Buyer arising from any breach by the Buyer of any of its representations, warranties or covenants under this Agreement or the transactions contemplated herebySection 2 above.

Indemnification Provisions for Benefit of the Seller. (i) In the event: (x) the Buyer breaches any of its representations, warranties and or covenants contained hereinherein (without giving effect to any supplement to the Schedules, any qualification as to materiality, Material Adverse Effect, Knowledge, awareness or concepts of similar import, or any qualification or limitation as to monetary amount or value); (y) there is an applicable survival period pursuant to Section 8(a); and (z) any the Seller makes a written claim for indemnification against any the Buyer pursuant to Section 11(f11(g) within such survival period, then the Buyer agrees to release and indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences caused proximately by the breach and suffered by such Seller Indemnitees. (ii) Except for those Liabilities for which Subject to the Seller has agreed to indemnify proviso at the Buyer Indemnitees pursuant to end of this Section 8(b8(c)(ii), including, without limitation, the Retained Liabilities, the Buyer agrees to release and indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences relating in any way suffered by the Seller Indemnitees the Basis for which is attributable to the Acquired Interestperiod prior to the Closing Date, any of the Starfish Companiesrelating to, the Subject Assetsarising out of, or connected with the ownership and or operation of the Acquired InterestAssets; provided, that this release and indemnity shall not be effective (A) with respect to any matter for which the Seller has indemnified the Buyer Indemnitees (other than with respect to any deductible or cap applicable to such indemnity and set forth in Section 8(b)) unless and until, pursuant to Section 8(a), the survival period for such indemnity has expired and then only with respect to matters for which written notice of such Adverse Consequences has not been given to Seller prior to the Starfish Companiesexpiration of such survival period, arising after the Effective Timeor (B) with respect to matters for which Seller is responsible pursuant to Section 9. (iii) To the extent any Seller Indemnitee becomes liable to, and is ordered (pursuant to a final, non-appealable order of a court of competent jurisdiction) to and does pay to any third party, punitive punitive, exemplary, special or consequential damages proximately caused by a material breach by any the Buyer of any representation, warranty or covenant contained in this Agreement, then such punitive punitive, exemplary, special or consequential damages shall be deemed actual damages to such Seller Indemnitee and included within the definition of Adverse Consequences for purposes of this Section 8. (iv) Except for the rights of indemnification provided in Sections 8 and 9(e)this Section 8, the Seller hereby waives any claim or cause of action pursuant to common or statutory law or otherwise against the Buyer arising from any breach by the Buyer of any of its representations, warranties or covenants under this Agreement or the transactions contemplated hereby.

Indemnification Provisions for Benefit of the Seller. (ia) In the event: (x) event the Buyer breaches (or in the event any third party alleges facts that, if true, would mean the Buyer has breached) any of its representations, warranties warranties, and covenants contained herein; (y) , and, if there is an applicable survival period with respect to such representations and warranties of the Buyer pursuant to Section 8(a); and (z) any 8.01 above, provided that the Seller makes a written claim for indemnification against any the Buyer pursuant to Section 11(f) within such survival period, then the Buyer agrees to indemnify each of the Seller Indemnitees and its Affiliates, officers, directors, agents, and representatives (collectively the "Seller Indemnified Parties") from and against the entirety of any Adverse Consequences that such Seller Indemnified Parties may suffer through and after the date of the claim for indemnification (including any Adverse Consequences that such Seller Indemnified Parties may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused proximately by the breach and suffered by such Seller Indemnitees(or the alleged breach). (iib) Except for those Liabilities for which the Seller has agreed The Buyer shall not have any obligation to indemnify the Seller Indemnified Parties from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by any set of related facts comprising a breach of one or more of the representations and warranties of the Buyer Indemnitees pursuant contained in Article III above (other than Section 3.02 insofar as it relates to Section 8(bthe inapplicability of the Xxxx-Xxxxx-Xxxxxx Act to the transactions contemplated hereby), includingunless such Seller Indemnified Parties have suffered such Adverse Consequences in excess of a $500,000 aggregate deductible, without limitation, the Retained Liabilities, at which point the Buyer will be obligated, subject to the provisions of Section 8.03(d), to indemnify the Seller Indemnified Parties from and against further such Adverse Consequences. (c) The Buyer also agrees to indemnify the Seller Indemnitees Indemnified Parties from and against the entirety of any Adverse Consequences that such Seller Indemnified Parties may suffer resulting from, arising out of, relating to, in any way to the Acquired Interestnature of, any or caused by the Seller guaranteeing the obligations of the Starfish Companies, Company and its Subsidiaries under the Subject Assets, or Guaranteed Leases and the ownership and operation of BNB Guaranty following the Acquired Interest, any of the Starfish Companies, arising after the Effective TimeClosing. (iiid) To There will be a $20,000,000 aggregate ceiling on the extent any obligation of the Buyer to indemnify the Seller Indemnitee becomes liable to, and is ordered (Indemnified Parties against Adverse Consequences pursuant to a final, non-appealable order of a court of competent jurisdiction) to pay to any third party, punitive damages proximately caused by a material breach by any Buyer of any representation, warranty or covenant contained in this Agreement, then such punitive damages shall be deemed actual damages to such Seller Indemnitee and included within the definition of Adverse Consequences for purposes of this Section 88.03; provided, however, that this $20,000,000 ceiling will not apply with respect to the provisions of Section 8.03(c) above or Article IX below. (iv) Except for the rights of indemnification provided in Sections 8 and 9(e), the Seller hereby waives any claim or cause of action pursuant to common or statutory law or otherwise against the Buyer arising from any breach by the Buyer of any of its representations, warranties or covenants under this Agreement or the transactions contemplated hereby.

Indemnification Provisions for Benefit of the Seller. (i) In the event: (x) the Buyer breaches any of its representations, warranties and or covenants contained hereinherein (without giving effect to any supplement to the Schedules, any qualification as to materiality, Material Adverse Effect or concepts of similar import, or any qualification or limitation as to monetary amount or value); (y) there is an applicable survival period pursuant to Section 8(a); and (z) any the Seller makes a written claim for indemnification against any the Buyer pursuant to Section 11(f11(g) within such survival period, then the Buyer agrees to release, indemnify and hold harmless the Seller Indemnitees from and against the entirety of any Adverse Consequences caused proximately by the breach and suffered by such Seller IndemniteesIndemnitees by reason of all such breaches. (ii) Except for those Liabilities for which to the extent the Seller has agreed is obligated to indemnify the Buyer Indemnitees pursuant to Section 8(b), including, without limitation, the Retained Liabilities, the Buyer agrees to release, indemnify and hold harmless the Seller Indemnitees from and against the entirety of any Adverse Consequences relating in any way to (A) the Acquired Interest, any of the Starfish Companies, the Subject Assets, or Assumed Obligations and (b) the ownership and operation of each Acquired Company and each Relevant Asset (including those arising during, related to or otherwise attributable to the Acquired Interest, any of the Starfish Companies, arising after period commencing with the Effective Time). (iii) To the extent any Seller Indemnitee becomes liable to, and is ordered (pursuant to a final, non-appealable order of a court of competent jurisdiction) to and does pay to any third party, punitive punitive, exemplary, special or consequential damages proximately caused by a material breach by any the Buyer of any representation, warranty or covenant contained in this Agreement, then such punitive punitive, exemplary, special or consequential damages shall be deemed actual damages to such Seller 42 Indemnitee and included within the definition of Adverse Consequences for purposes of this Section 8. (iv) Except for the rights of indemnification provided in Sections 8 and 9(e)this Section 8, the Seller hereby waives any claim or cause of action pursuant to common or statutory law or otherwise against the Buyer arising from any breach by the Buyer of any of its representations, warranties or covenants under this Agreement or the transactions contemplated hereby.

Indemnification Provisions for Benefit of the Seller. (ia) In the event: (x) event the Buyer Purchaser breaches any of its representations, warranties and or covenants contained herein; (y) there is an applicable survival period in this Agreement or in any certificate delivered by the Purchaser pursuant to Section 8(a); this Agreement and (z) any provided that the Seller makes a written claim for indemnification against any Buyer pursuant to Section 11(f) within such survival periodthe Purchaser setting forth in reasonable detail the circumstances regarding the claim and, if ascertainable, an estimate of the Buyer amount thereof, then the Purchaser agrees to indemnify indemnify, defend and hold the Seller Indemnitees harmless from and against the entirety of any Adverse Consequences Losses the Seller or any of its Affiliates, or any of their respective directors, officers, employees, agents or representatives (collectively, the "SELLER INDEMNIFIED PARTIES"), suffer to the extent such Losses result from, arise out of or are caused proximately by the breach and suffered by such Seller Indemniteesbreach. (iib) Except for those Liabilities for which The Purchaser further agrees to indemnify, defend and hold the Seller has agreed to indemnify the Buyer Indemnitees pursuant to Section 8(b), including, without limitation, the Retained Liabilities, the Buyer agrees to indemnify the Seller Indemnitees harmless from and against the entirety of any Adverse Consequences relating in any way Losses the Seller Indemnified Parties suffer to the Acquired Interestextent such Losses result from, arise out of or are caused by any Assumed Obligations. (c) The Purchaser further agrees to indemnify, defend and hold the Seller harmless from and against the entirety of any Losses the Starfish CompaniesSeller Indemnified Parties suffer to the extent such Losses result from, arise out of or are caused by the Subject Assets, or the ownership and operation of the Acquired Interest, any Business or use of the Starfish Companies, arising Purchased Assets after the Effective TimeClosing Date. (iiid) To The Purchaser will not have any obligation to indemnify the Seller Indemnified Parties from and against any Losses (i) until the Seller Indemnified Parties have suffered Losses by reasons of all such breaches which exceed, in the aggregate, one percent (1%) of the Purchase Price, after which point the Purchaser will be obligated to indemnify the Seller from and against all Losses suffered by the Seller Indemnified Parties relating back to the first dollar of such Losses; provided, however, that Seller shall have no right to indemnification with respect to any individual Loss which is less than $5,000 and no such Loss shall be taken into account in determining whether or the extent any Seller Indemnitee becomes liable toto which the 1% of the Purchase Price threshold has been exceeded, and is ordered or (pursuant to a final, non-appealable order of a court of competent jurisdictionii) to pay the extent the Losses the Seller Indemnified Parties have suffered exceed, in the aggregate, 50 percent of the Purchase Price, after which point the Purchaser will have no obligation to indemnify the Seller Indemnified Parties from and against further Losses in excess of such amount. Notwithstanding the foregoing, the limitations set forth above shall not apply to any third party, punitive damages proximately caused by a material breach by any Buyer of any representation, warranty claims based on fraud or covenant contained in this Agreement, then such punitive damages shall be deemed actual damages to such Seller Indemnitee and included within the definition of Adverse Consequences for purposes of this Section 8fraudulent misrepresentation. (iv) Except for the rights of indemnification provided in Sections 8 and 9(e), the Seller hereby waives any claim or cause of action pursuant to common or statutory law or otherwise against the Buyer arising from any breach by the Buyer of any of its representations, warranties or covenants under this Agreement or the transactions contemplated hereby.

Indemnification Provisions for Benefit of the Seller. (i) In the event: (x) event the Buyer breaches (or in the event any third party alleges facts that, if true, would mean the Buyer has breached) any of its representations, warranties warranties, and covenants contained herein; (y) , and, if there is an applicable survival period pursuant to Section 8(a); and (z) any 8.01 above, provided that the Seller makes a written claim for indemnification against any the Buyer pursuant to Section 11(f) 8.04 below within such survival period, then the Buyer agrees to protect, defend, hold harmless and indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification (but excluding any Adverse Consequences the Seller may suffer after the end of any applicable survival period) resulting from or caused proximately by the breach and suffered by such Seller Indemnitees. (ii) Except for those Liabilities for which or the alleged breach), including all Adverse Consequences arising out of the enforcement of this Section 8.03; provided, however, that the Buyer shall not have any obligations to compensate the Seller has agreed to indemnify in respect of any Adverse Consequences resulting from any breaches or alleged breaches of the representations and warranties contained in Section 3.02 of this Agreement (other than breaches or alleged breaches of the representation and warranty set forth in Section 3.02(d) hereof) until the Seller have suffered aggregate Adverse Consequences, by reason of all such breaches under this Agreement, in excess of $100,000, at which point the Buyer Indemnitees pursuant to Section 8(b), including, without limitation, the Retained Liabilities, the Buyer agrees will be obligated to indemnify the Seller Indemnitees from and against the entirety of any all Adverse Consequences relating in any way back to the Acquired Interestfirst dollar; provided, any of the Starfish Companieshowever, the Subject Assets, or the ownership and operation of the Acquired Interest, any of the Starfish Companies, arising after the Effective Timethat this limitation shall not apply with respect to Buyer's obligations set forth in Section 6.06 hereof. (iii) To the extent any Seller Indemnitee becomes liable to, and is ordered (pursuant to a final, non-appealable order of a court of competent jurisdiction) to pay to any third party, punitive damages proximately caused by a material breach by any Buyer of any representation, warranty or covenant contained in this Agreement, then such punitive damages shall be deemed actual damages to such Seller Indemnitee and included within the definition of Adverse Consequences for purposes of this Section 8. (iv) Except for the rights of indemnification provided in Sections 8 and 9(e), the Seller hereby waives any claim or cause of action pursuant to common or statutory law or otherwise against the Buyer arising from any breach by the Buyer of any of its representations, warranties or covenants under this Agreement or the transactions contemplated hereby.

Indemnification Provisions for Benefit of the Seller. (i) In the event: (x) event the Buyer breaches any of its his representations, warranties warranties, and covenants contained herein; (y) , and, if there is an applicable survival period pursuant to Section 8(a); and (z7(a) any above, provided that the Seller makes a written claim for indemnification against any the Buyer pursuant to Section 11(f9(g) below within such survival period, then the Buyer agrees to indemnify the Seller Indemnitees from and against any Adverse Consequences the entirety Seller shall suffer through and after the date of the claim for indemnification (but excluding any Adverse Consequences the Seller shall suffer after the end of any applicable survival period) caused proximately by the breach; provided, however, that the Buyer shall not have any obligation to indemnify the Seller from and against any Adverse Consequences caused proximately by the breach and suffered by such Seller Indemnitees. of any representation or warranty or covenant of the Buyer contained in Section 3 above (iiA) Except for those Liabilities for which until the Seller has agreed to indemnify suffered Adverse Consequences by reason of all such breaches in excess of $10,000 in the aggregate (at which point the Buyer Indemnitees pursuant to Section 8(b), including, without limitation, the Retained Liabilities, the Buyer agrees will be obligated to indemnify the Seller Indemnitees from and against all such Adverse Consequences) or thereafter (B) to the entirety of any extent the Adverse Consequences relating in any way to the Acquired Interest, any of the Starfish Companies, the Subject Assets, or the ownership and operation of the Acquired Interest, any of the Starfish Companies, arising after the Effective Time. (iii) To the extent any Seller Indemnitee becomes liable to, and is ordered (pursuant to a final, non-appealable order of a court of competent jurisdiction) to pay to any third party, punitive damages proximately caused by a material breach by any Buyer of any representation, warranty or covenant contained in this Agreement, then such punitive damages shall be deemed actual damages to such Seller Indemnitee and included within the definition of Adverse Consequences for purposes of this Section 8. (iv) Except for the rights of indemnification provided in Sections 8 and 9(e), the Seller hereby waives any claim or cause has suffered by reason of action pursuant to common or statutory law or otherwise against all such breaches exceeds a $1,000,000 aggregate ceiling (after which point the Buyer arising will have no obligation to indemnify the Seller from any breach by the Buyer of any of its representations, warranties or covenants under this Agreement or the transactions contemplated herebyand against further such Adverse Consequences).

Indemnification Provisions for Benefit of the Seller. (i) In the event: (x) event the Buyer breaches (or in the event any third party alleges facts that, if true, would mean the Buyer has breached) any of its representations, warranties warranties, and covenants contained herein; (y) , and, if there is an applicable survival period pursuant to Section 8(a); and (z) any 8.01 above, provided that the Seller makes a written claim for indemnification against any the Buyer pursuant to Section 11(f) 11.07 below within such survival period, then the Buyer agrees to protect, defend, hold harmless and indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Seller may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused proximately by the breach (or the alleged breach), including all Adverse Consequences arising out of the enforcement of this Section 8.04; provided, however, that the Buyer shall not have any obligations to compensate the Seller in respect of any Adverse Consequences resulting from any breaches or alleged breaches of the representations and suffered by such Seller Indemnitees. (ii) Except for those Liabilities for which warranties contained in Section 3.02 of this Agreement until the Seller has agreed to indemnify suffered aggregate Adverse Consequences, by reason of all such breaches under this Agreement and all applicable breaches under the Asset Purchase Agreement, in excess of $1,200,000, at which point the Buyer Indemnitees pursuant to Section 8(b), including, without limitation, the Retained Liabilities, the Buyer agrees will be obligated to indemnify the Seller Indemnitees from and against all Adverse Consequences in excess of that amount. In addition, the entirety Buyer shall indemnify the Seller for any failure by XxXxx to comply with WARN or any analogous state law as a result of any Adverse Consequences relating in any way to the Acquired Interest, any of the Starfish Companies, the Subject Assets, or the ownership and operation of the Acquired Interest, any of the Starfish Companies, arising after the Effective Time. (iii) To the extent any Seller Indemnitee becomes liable to, and is ordered (pursuant to a final, non-appealable order of a court of competent jurisdiction) to pay to any third party, punitive damages proximately caused by a material breach by any Buyer of any representation, warranty or covenant contained in this Agreement, then such punitive damages shall be deemed actual damages to such Seller Indemnitee and included within the definition of Adverse Consequences for purposes of this Section 8. (iv) Except for the rights of indemnification provided in Sections 8 and 9(e), the Seller hereby waives any claim or cause of action pursuant to common or statutory law or otherwise against the Buyer arising from any breach actions taken by the Buyer of any of its representations, warranties or covenants under this Agreement or XxXxx following the transactions contemplated herebyClosing.

Indemnification Provisions for Benefit of the Seller. (i) In the event: (x) event the Buyer breaches (or in the event any third party alleges facts that, if true, would mean the Buyer has breached) any of its representations, warranties and covenants contained herein; (y) there is an applicable survival period pursuant to Section 8(a); and (z) any Seller makes a written claim for indemnification against any Buyer pursuant to Section 11(f) within such survival periodin this Agreement, then the Buyer agrees to indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences the Seller may suffer (including any Adverse Consequences the Seller may suffer after the end of any applicable survival period as long as the indemnification claim is brought before the end as such survival period) resulting from, arising out of, relating to, in the nature of, or caused proximately by the breach (or alleged breach); provided, however, that the Buyer shall not have any obligation to indemnify the Seller from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty of the Buyer until the Seller has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $50,000 aggregate threshold (at which point the Buyer will be obligated to indemnify the Seller Indemnitees.from and against all such Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of such $50,000 aggregate threshold.. (ii) Except for those Liabilities for which the Seller has agreed to indemnify the Buyer Indemnitees pursuant to Section 8(b), including, without limitation, the Retained Liabilities, the The Buyer agrees to indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences the Seller may suffer resulting from, arising out of, relating to, in any way the nature of, or caused by the Buyer's failure to pay the Acquired InterestSeller the entire Purchase Price, any of the Starfish Companies, the Subject Assets, Assumed Liability or the ownership and operation of the Acquired Interest, any of the Starfish Companies, arising after the Effective Time. (iii) To the extent any Seller Indemnitee becomes liable to, and is ordered (pursuant to from a final, non-appealable order of a court of competent jurisdiction) to pay to any third party, punitive damages proximately caused claim made by a material breach by any Buyer of any representation, warranty Transferred Employee relating to actions taken or covenant contained in this Agreement, then such punitive damages shall be deemed actual damages to such Seller Indemnitee and included within the definition of Adverse Consequences for purposes of this Section 8. (iv) Except for the rights of indemnification provided in Sections 8 and 9(e), the Seller hereby waives any claim or cause of action pursuant to common or statutory law or otherwise against the Buyer arising from any breach not taken by the Buyer of any of its representations, warranties or covenants under this Agreement or following the transactions contemplated herebyClosing.

Indemnification Provisions for Benefit of the Seller. (i) In the event: (x) Corporation and the Shareholders. If the Buyer breaches (or if any Person other than the Seller, the Corporation or a Shareholder alleges facts that, if true, would mean the Buyer has breached) any of its representations, representations or warranties contained herein and covenants contained herein; (y) there is an applicable survival period pursuant to Section 8(a); and (z) any Seller makes the Shareholders' Agent gives notice of a written claim for indemnification against the Buyer within the Survival Period, or if the Buyer breaches (or if any Buyer pursuant to Section 11(f) within such survival periodPerson other than the Seller, the Buyer agrees to indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences caused proximately by the breach and suffered by such Seller Indemnitees. (ii) Except for those Liabilities for which the Seller has agreed to indemnify Corporation or a Shareholder alleges facts that, if true, would mean the Buyer Indemnitees pursuant to Section 8(b), including, without limitation, the Retained Liabilities, the Buyer agrees to indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences relating in any way to the Acquired Interest, has breached) any of the Starfish Companies, the Subject Assets, its covenants contained herein or the ownership and operation of the Acquired Interest, any of the Starfish Companies, arising after the Effective Time. (iii) To the extent any Seller Indemnitee becomes liable to, and is ordered (pursuant to a final, non-appealable order of a court of competent jurisdiction) to pay to any third party, punitive damages proximately caused by a material breach by any Buyer of any representation, warranty or covenant contained in this Agreement, then such punitive damages shall be deemed actual damages to such Seller Indemnitee and included within the definition of Adverse Consequences for purposes of this Section 8. (iv) Except for the rights of indemnification provided in Sections 8 and 9(e), the Seller hereby waives any claim or cause of action pursuant to common or statutory law or otherwise against the Buyer arising from any breach by the Buyer of any of its representations, warranties or covenants under contained in any Other Buyer Agreement and the Shareholders' Agent gives notice thereof to the Buyer, then the Buyer agrees to indemnify and hold harmless the Seller, the Corporation and the Shareholders from and against any Adverse Consequences the Seller, the Corporation and the Shareholders may suffer which result from, arise out of, relate to, or are caused by the breach or alleged breach, regardless of whether the Adverse Consequences are suffered during or after the Survival Period. In determining whether there has been a breach of any representation or warranty contained in Section 3.2 and in determining the amount of Adverse Consequences suffered by the Seller, the Corporation and the Shareholders for purposes of this Agreement Section, such representations and warranties shall not be qualified by "material," "materiality," "in all material respects," "best knowledge," "best of knowledge" or "knowledge" or words of similar import, or by any phrase using any such terms or words. If any dispute arises concerning whether any indemnification is owing which cannot be resolved by negotiation among the transactions contemplated herebyparties within 30 days of notice of claim for indemnification from the party claiming indemnification to the party against whom such claim is asserted, the dispute will be resolved by arbitration pursuant to this Agreement.

Indemnification Provisions for Benefit of the Seller. (i) In Subject to Section 8.2(ii)(J)(ii), in the event: event the Purchaser breaches (xor in the event any third party alleges facts that, if true, would mean the Purchaser has breached) the Buyer breaches any of its representations, warranties and covenants contained herein; (y) , and, if there is an applicable survival period pursuant to Section 8(a); and (z) any 8.1 hereof, provided that the Seller makes a written claim for indemnification against any Buyer the Purchaser pursuant to Section 11(f) 10.7 below within such survival period, then the Buyer Purchaser agrees to indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Seller may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused proximately by the breach and suffered by such Seller Indemnitees(or the alleged breach). (ii) Except for those Liabilities for which the Seller has agreed to indemnify the Buyer Indemnitees pursuant to Section 8(b), including, without limitation, the Retained Liabilities, the Buyer agrees The Purchaser shall not be obligated to indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any way to the Acquired Interest, any warranty of the Starfish CompaniesPurchaser until the Seller has suffered Adverse Consequences by reason of all such breaches in excess of a $1,500,000 aggregate threshold (at which point the Purchaser will be obligated to indemnify the Seller from and against all such Adverse Consequences; provided, the Subject Assetshowever, or the ownership and operation that any obligation of the Acquired Interest, any Purchaser to indemnify the Seller after such aggregate threshold has been reached shall not arise with regard to Adverse Consequences of the Starfish Companies, arising after the Effective Timeless than $25,000. (iii) To For the extent avoidance of doubt, regardless of the number of warranties breached by any Seller Indemnitee becomes liable toone event, and is ordered (pursuant matter, fact or circumstance giving rise to a final, non-appealable order of a court of competent jurisdiction) to pay to any third party, punitive damages proximately caused by a material breach by any Buyer of any representation, warranty or covenant contained in claim under this Agreement, then such punitive damages the Purchaser shall not be deemed actual damages required to such indemnify the Seller Indemnitee and included within for an amount greater than the definition of Adverse Consequences for purposes of this Section 8. (iv) Except for the rights of indemnification provided in Sections 8 and 9(e), the Seller hereby waives any claim or cause of action pursuant to common or statutory law or otherwise against the Buyer arising from any breach by the Buyer of any of its representationssuch event, warranties matter, fact or covenants under this Agreement or the transactions contemplated herebycircumstance.