Common use of Indemnification Provisions for Buyer’s Benefit Clause in Contracts

Indemnification Provisions for Buyer’s Benefit. From and after the Closing, in the event Seller breaches any of its representations, warranties, covenants, obligations or other agreements under this Agreement, and, provided that Buyer makes a written claim for indemnification against Seller pursuant to this Section 7 below within the applicable survival period, then Seller shall indemnify Buyer from and against any Adverse Consequences Buyer shall suffer (but excluding any Adverse Consequences Buyer shall suffer after the end of any applicable survival period) caused by the breach; provided, however, that Seller shall not have any obligation to indemnify Buyer from and against any Adverse Consequences caused by the breach of any representation, warranty or covenant of Seller (A) until Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $150,000 aggregate deductible (after which point Seller is obligated to indemnify Buyer from and against all further such Adverse Consequences, subject to (B) below) and (B) to the extent the Adverse Consequences Buyer has suffered by reason of all such breaches exceed an amount equal to the Escrow Fund (after which point Seller will have no obligation to indemnify Buyer from and against further such Adverse Consequences). The Parties understand and agree that with respect to any Adverse Consequences amounts due to Buyer under this Section 7, the indemnification obligations of Seller shall be paid solely out of the Escrow Fund pursuant to the Escrow Agreement. Notwithstanding the foregoing or anything in this Agreement to the contrary, in the event of fraud by Seller or any Shareholder, Buyer shall be entitled to recourse against the Shareholders for disgorgement of any amounts attributable to fraud distributed by Seller to each such Shareholder hereunder up to the amount of the Purchase Price; provided, however, that Shareholder liability hereunder shall be several, and not joint. Notwithstanding the foregoing, the aggregate deductible set forth in this Section shall not be applicable to amounts claimed by Buyer with respect to Liabilities related to Adverse Consequences resulting from any breach of Section 4(j) (and such Liabilities will be recoverable by Buyer from the first dollar thereof, according to the terms of this Agreement).

Indemnification Provisions for Buyer’s Benefit. From and after the Closing, in each Seller and Stockholder, jointly and severally, shall indemnify, defend and hold harmless Buyer and its Affiliates, successors, assigns, officers, managers, directors, stockholders, members, agents and employees (collectively, the event Seller breaches any of its representations, warranties, covenants, obligations or other agreements under this Agreement, and, provided that “Buyer makes a written claim for indemnification against Seller pursuant to this Section 7 below within the applicable survival period, then Seller shall indemnify Buyer from and Group”) against any Adverse Consequences Buyer shall suffer (but excluding including any Adverse Consequences that Buyer shall Group may suffer after the end of any applicable survival period) caused that any member of the Buyer Group may suffer, sustain or become subject to as the result of, or arising from or in connection with (i) the breach by any Seller of any representation or warranty contained herein or in any other document or in any exhibit, schedule or attachment thereto or in any certificate delivered by any Seller in connection therewith; (ii) any nonfulfillment or breach of any covenant or agreement on the breachpart of any Seller set forth in this Agreement or any Schedule, agreement, certificate or other document delivered by or on behalf of any Seller in connection herewith; (iii) any and all Taxes and Liabilities of the Sellers of any nature arising with respect to periods through the Closing Date or arising out of any transactions contemplated hereby, including without limitation those listed on the Disclosure Schedules; (iv) any of the Excluded Assets or Excluded Liabilities, including but not limited to, any Employment Obligations of the Sellers; (v) any violation of Environmental Laws on or prior to the Closing Date; and (vi) the ownership or use of the Acquired Assets or the conduct or operations of the Acquired Business on or before the Closing Date. provided, however, that except with respect to the Seller Core Representations and fraud or willful misconduct (A) Buyer’s sole and exclusive recovery under this §9(b)(i) for Adverse Consequences relating to breaches of the representations and warranties of any Seller or the Stockholder contained in this Agreement shall be limited to the ability to make claims against the amounts in escrow pursuant to the Escrow Agreement; and (B) Buyer shall not have any obligation be entitled to indemnify Buyer from and against recover any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation, representation or warranty or covenant of any Seller (A) until Buyer has suffered Adverse Consequences by reason of all such breaches under this Agreement in excess of a $150,000 150,000.00 aggregate deductible threshold (after which point Seller is obligated to indemnify Buyer from and against all further such Adverse Consequences, subject to (B) below) and (B) to the extent the Adverse Consequences Buyer has suffered by reason of all such breaches exceed an amount equal to the Escrow Fund (after which point Seller will have no obligation to indemnify Buyer from and against further such Adverse Consequences). The Parties understand and agree that with respect to any Adverse Consequences amounts due to Buyer under this Section 7, the indemnification obligations of Seller shall be paid solely out of the Escrow Fund pursuant to the Escrow Agreement. Notwithstanding the foregoing or anything in this Agreement to the contrary, in the event of fraud by Seller or any Shareholder, Buyer shall be entitled to recourse against recover all of its Adverse Consequences, including the Shareholders for disgorgement first $150,000.00 of any amounts attributable to fraud distributed by Seller to each such Shareholder hereunder Adverse Consequences (i.e., including the Adverse Consequences up to the amount of the Purchase Price; provided, however, that Shareholder liability hereunder shall be several, and not joint. Notwithstanding the foregoing, the aggregate deductible set forth in this Section shall not be applicable to amounts claimed by Buyer with respect to Liabilities related to Adverse Consequences resulting from any breach of Section 4(j) (and such Liabilities will be recoverable by Buyer from the first dollar thereof, according to the terms of this Agreementthreshold).

Indemnification Provisions for Buyer’s Benefit. From and after the Closing, in (i) In General. (A) Sellers’ Acts or Omissions (other than Post-Closing Covenants). In the event that any Seller breaches any of his or its representations, warranties, warranties or covenants, obligations or agreements other agreements under this Agreementthan its Post-Closing Covenants (as governed by Section 8(b)(i)(B), andbelow), and provided that Buyer makes a written claim for indemnification against Seller Sellers pursuant to this Section 7 11(g) below within the applicable survival periodperiod of limitations, then each Seller shall be obligated jointly and severally to indemnify Buyer or any Affiliate thereof from and against the entirety of any Adverse Consequences Buyer shall or any Affiliate thereof may suffer (but excluding including any Adverse Consequences Buyer shall or any Affiliate may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breachbreach thereof; provided, however, that if Buyer elects in its sole and absolute discretion to exercise either (or both) of the remedies provided in Section 8(f) below, then Buyer shall exercise such right of set off or recoupment, as the case may be, against the Earnout by dividing evenly the amount so claimed against the Earnout between the Sellers, unless and until the amount of any such recoupment or set off proves insufficient to satisfy Buyer’s indemnity claims, in which case such limitation shall have no further applicability and Buyer shall have the right to pursue any and all such remedies otherwise available to it. (B) Sellers’ Post-Closing Covenants and Ancillary Parties Acts or Omissions. In the event that any Seller breaches its Post Closing Covenants or Ancillary Party breaches any of his or its representations, warranties or covenants or agreements in this Agreement, and provided that Buyer makes a written claim for indemnification against any such breaching Party pursuant to Section 11(g) below within the applicable period of limitations, then such breaching Party shall be obligated severally, but not jointly, to indemnify Buyer or any Affiliate thereof from and against the entirety of any Adverse Consequences Buyer or any Affiliate thereof may suffer (including any Adverse Consequences Buyer or any Affiliate may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by such breach thereof. Page 36 (ii) Notwithstanding the provisions of Section 8(b)(i) above or Section 9 below, but subject to the provisions of (iii) below, Sellers shall only have any an obligation to indemnify Buyer from and against any Adverse Consequences caused to Buyer by the breach of any representation, warranty a Business Rep or covenant of Seller (Athe representations and warranties set forth in Section 4(i) until or the obligation under Section 9 to indemnify Buyer for Taxes to the extent that Buyer has suffered Adverse Consequences by reason in excess of $10,000 for any single claim or $90,000 in the aggregate of all such breaches in excess of a $150,000 aggregate deductible claims (after which point Seller is obligated to indemnify Buyer from and against all further such Adverse Consequences, subject to (B) belowthe “Deductible,”) and (B) then only to the extent the Adverse Consequences Buyer has suffered by reason of all any such breaches exceed an amount equal to the Escrow Fund (after which point Seller will have no obligation to indemnify Buyer from and against further such Adverse Consequences)excess. The indemnification liability of Sellers and the Ancillary Parties understand and agree that with respect to any Adverse Consequences amounts due to Buyer under this Section 7, 8 shall not exceed the indemnification obligations sum of Seller shall be paid solely out of the Escrow Fund pursuant to the Escrow Agreement. Notwithstanding the foregoing or anything in this Agreement to the contrary, in the event of fraud by Seller or any Shareholder, Buyer shall be entitled to recourse against the Shareholders for disgorgement of any amounts attributable to fraud distributed by Seller to each such Shareholder hereunder up to the amount that portion of the Purchase Price; provided, however, Price already received by the Sellers and that Shareholder liability hereunder shall be several, and not joint. Notwithstanding portion of the foregoing, Purchase Price that thereafter becomes payable to the aggregate deductible set forth in this Section shall not be applicable to amounts claimed by Buyer with respect to Liabilities related to Adverse Consequences resulting from any breach of Section 4(j) (and such Liabilities will be recoverable by Buyer from the first dollar thereof, according Sellers pursuant to the terms of this Agreement taking into account Buyer’s rights of recoupment and set off as provided in this Section 8 below (the “Cap”), provided, however, (A) for purposes of the Cap, amounts paid by the Association or Xxxxx pursuant to the last sentence of Section 8(b)(i) shall be deemed to have been paid by OSBA and amounts paid by Xxxx pursuant to the last sentence of Section 8(b)(i) shall be deemed to have been paid by Lawcorp; and (B) that in the case of Lawcorp only, the Cap shall be reduced by the amount of Net Taxes. For purposes of this Section 8(b)(ii), the phrase “Net Taxes” shall mean the amount of any Acquisition Taxes actually paid by Xxxx, as the sole shareholder of Lawcorp (which is a Subchapter S corporation), increased by Available Refunds; “Acquisition Taxes” shall mean only those Taxes that constitute income taxes reported by Xxxx on his properly filed state, local, and federal income tax returns as being due and payable solely on account of Buyer’s purchase of the Lawriter Interest from Lawcorp in accordance with Section 2(a) of this Agreement; “Available Refunds” shall mean the amount of any overpayment in such Acquisition Taxes that Xxxx may have made due to him having satisfied a claim for indemnification in favor of Buyer under this Section 8. (iii) Notwithstanding the limitation under Section 8(b)(ii) above, if and to the extent Buyer shall have any obligation to pay either Seller an Earnout payment as provided under Section 2(b)(ii) of this Agreement and Buyer’s claims for indemnification under this Agreement equal or exceed in the aggregate $90,000, then Buyer shall have the right to receive reimbursement of the $90,000, but only by either setting off or recouping (or both) the entirety of the Deductible against any such Earnout Payment in accordance with Section 8(f) below. (iv).

Indemnification Provisions for Buyer’s Benefit. From and after the Closing, in (i) In the event Seller breaches that Sellers or Companies breach any of its the representations, warranties, covenants, obligations warranties or covenants contained herein (other agreements under this Agreement, than the covenants in Section 2(a) and the representations and warranties in Section 5(a)) and, provided that (i) Sellers have not be able to cure such breach within fifteen (15) days as provided for in Section 7(e) hereof, and (ii) Buyer makes a written claim for indemnification against Seller Sellers pursuant to this Section 7 below 10(d) within the applicable survival periodperiod set forth in Section 10(a), then Seller Sellers shall severally, and not jointly and severally, indemnify Buyer from and against any Adverse Consequences that Buyer shall suffer (but excluding any Adverse Consequences Buyer shall suffer after the end of any applicable survival period) caused proximately by the breach; provided, however, that Seller Sellers shall not have any obligation be required to indemnify Buyer from pursuant to this Section 10(b)(i), unless and against any until the Adverse Consequences caused by exceed Fifty Thousand Euros (EUR 50,000) (the breach of any representation“Indemnification Basket”), warranty or covenant of Seller (A) until in which case Sellers shall be obligated to indemnify Buyer has suffered for all Adverse Consequences by reason of all such breaches in excess of a $150,000 the Indemnification Basket. In addition, the aggregate deductible amount of all payments made by the Sellers in satisfaction of claims for indemnification pursuant to this Section 10(b)(i) shall not exceed Two Hundred Seventy Thousand Euros (EUR 270,000) for the Sellers in the aggregate (the “Indemnification Cap”); provided, further, that in no event shall any Seller be obligated to indemnify Buyer for an amount in excess of such Seller’s allocable portion of the Indemnification Cap pro rata the number of Shares sold by each Seller to Buyer (for each Seller, such Seller’s “Proportionate Cap”) (after which point such Seller is obligated to indemnify Buyer from and against all further such Adverse Consequences, subject to (B) below) and (B) to the extent the Adverse Consequences Buyer has suffered by reason of all such breaches exceed an amount equal to the Escrow Fund (after which point Seller will shall have no obligation to indemnify Buyer from and against further such Adverse Consequences). The Parties understand and agree that with respect to any Adverse Consequences amounts due to Buyer under this Section 7, the indemnification obligations of Seller shall be paid solely out of the Escrow Fund pursuant to the Escrow Agreement. Notwithstanding the foregoing or anything in this Agreement to the contrary, in the event of fraud by Seller or any Shareholder, Buyer shall be entitled to recourse against the Shareholders for disgorgement of any amounts attributable to fraud distributed by Seller to each such Shareholder hereunder up to the amount of the Purchase Price; provided, however, that Shareholder liability hereunder shall be several, and not joint. Notwithstanding the foregoing, the aggregate deductible set forth in this Section shall not be applicable to amounts claimed by Buyer with respect to Liabilities related to Adverse Consequences resulting from any breach of Section 4(j) (and such Liabilities will be recoverable by Buyer from the first dollar thereof, according to the terms of this Agreement).

Indemnification Provisions for Buyer’s Benefit. From and after the Closing, in the event Seller breaches any of its representations, warranties, covenants, obligations or other agreements under this Agreement, and, provided (a) Provided that Buyer makes a written claim for indemnification against Seller pursuant indemnification, describing in reasonable detail the facts and circumstances with respect to this Section 7 below the subject matter of such claim within the applicable survival period, then Seller shall indemnify Buyer from and against any Adverse Consequences Buyer shall suffer (but excluding any Adverse Consequences Buyer shall suffer after the end of any applicable survival period) caused by the breach; provided, however, that Seller shall not have any obligation to indemnify Buyer from and against any Adverse Consequences caused by the breach of any representation, warranty or covenant of Seller (A) until Buyer has suffered Adverse Consequences by reason of all such breaches period set forth in excess of a $150,000 aggregate deductible (after which point Seller is obligated to indemnify Buyer from and against all further such Adverse ConsequencesSection 12.2, subject to (B) below) and (B) to the extent the Adverse Consequences Buyer has suffered by reason of all such breaches exceed an amount equal to the Escrow Fund (after which point Seller will have no obligation to indemnify Buyer from and against further such Adverse Consequences). The Parties understand and agree that with respect to any Adverse Consequences amounts due to Buyer under this Section 7, the indemnification obligations of Seller shall be paid solely out of the Escrow Fund pursuant to the Escrow Agreement. Notwithstanding the foregoing or anything in this Agreement to the contrary, in the event of fraud by Seller or any Shareholder, Buyer shall be entitled to recourse against the Shareholders for disgorgement of any amounts attributable to fraud distributed by Seller to each such Shareholder hereunder up to the amount of the Purchase Price; provided, however, that Shareholder liability hereunder shall be several, and not joint. Notwithstanding the foregoing, the aggregate deductible limitations set forth in this Section 12, each Seller severally, and not jointly, based on their respective Pro Rata Share of such amounts, on his or her own behalf and on behalf of his or her successors, executors, administrators, estate, heirs and assigns (collectively, the “Seller Indemnifying Parties”, and each individually, an “Seller Indemnifying Party”) shall indemnify Buyer and Buyer’s directors, managers, officers, employees, affiliates, members, direct and indirect partners, equityholders, agents, attorneys, representatives, successors and assigns (collectively, the “Buyer Indemnified Parties”) from and against the entirety of any Damages of Buyer Indemnified Parties arising out of, or by reason of (i) any inaccuracy in or breach by the Company of such party’s representations and warranties set forth in Section 3, or in any certificate delivered by or on behalf of the Company pursuant to Sections 10.1(a) hereunder prior to the Closing, (ii) any breach of any covenant or agreement contained in this Agreement to be performed or complied with by the Company at or prior to the Closing, (iii) any Closing Indebtedness not be applicable taken into account in the Final Adjusted Purchase Price, (iv) any Seller Transaction Expenses not taken into account in the Final Adjusted Purchase Price, (v) any errors in the Payment Allocation Certificate except to amounts claimed by the extent directly related to errors in the calculation of the Adjusted Purchase Price or any adjustments thereto, (vi) Indemnified Taxes, (vii) the Specified Matters, or (viii) the matters set forth on Schedule 12.3(a)(viii). Provided that Buyer makes a written claim for indemnification, describing in reasonable detail the facts and circumstances with respect to Liabilities related the subject matter of such claim within the applicable survival period set forth in Section 12.2, subject to Adverse Consequences resulting the limitations set forth in this Section 12, each Seller severally, and not jointly, on his, her or its own behalf and on behalf of his, her, or its Seller Indemnifying Parties shall indemnify Buyer Indemnified Parties from and against the entirety of any Damages of Buyer Indemnified Parties arising out of, or by reason of (A) any inaccuracy in or breach by such Seller of such Seller’s representations and warranties set forth in Section 4, or in any certificate delivered by or on behalf of such Seller (as it relates to such Seller) pursuant to Section 10.1(b) hereunder prior to the Closing, and (B) any breach of Section 4(j) (and any covenant or agreement contained in this Agreement or any Ancillary Agreements to be performed or complied with by such Liabilities will be recoverable by Buyer from the first dollar thereof, according to the terms of this Agreement).Seller. 72 US-DOCS\102662145.20

Indemnification Provisions for Buyer’s Benefit. From and after the Closing, in (i) In the event Seller breaches (or in the event any third party alleges facts that, if true, would mean Seller has breached) any of its his representations, warranties, covenants, obligations or and covenants contained herein (other agreements under this Agreement, than the covenants in Section 2(a) above and the representations and warranties in Section 3(a) above) and, provided that Buyer makes a written claim for indemnification against Seller pursuant to this Section 7 11(h) below within the survival period (if there is an applicable survival periodperiod pursuant to Section 8(a) above), then Seller shall be obligated to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer shall may suffer (but excluding including any Adverse Consequences Buyer shall may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach); provided, however, that Seller shall not have any obligation to indemnify Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representationrepresentation or warranty of Sellers contained in Sections 4(g)-(i) inclusive, warranty or covenant of Seller (ASections 4(l)-(y) inclusive and Sections 4(aa)-(cc) inclusive above until Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $150,000 30,000 aggregate deductible (after threshold, at which point Seller is will be obligated to indemnify Buyer from and against all further only such Adverse Consequences, subject to (B) below) and (BConsequences above such $30,000 aggregate threshold. Notwithstanding the other provisions of this Section 8(b)(i) to the extent the Adverse Consequences Buyer has suffered by reason of all such breaches exceed an amount equal to the Escrow Fund (after which point contrary, Seller will have no obligation be obligated to indemnify Buyer from and against further such Adverse Consequences). The Parties understand any and agree that with respect to any Adverse Consequences amounts due to Buyer under this Section 7, the indemnification obligations of Seller shall be paid solely out of the Escrow Fund pursuant to the Escrow Agreement. Notwithstanding the foregoing or anything in this Agreement to the contrary, in the event of fraud by Seller or any Shareholder, Buyer shall be entitled to recourse against the Shareholders for disgorgement of any amounts attributable to fraud distributed by Seller to each such Shareholder hereunder up to the amount of the Purchase Price; provided, however, that Shareholder liability hereunder shall be several, and not joint. Notwithstanding the foregoing, the aggregate deductible set forth in this Section shall not be applicable to amounts claimed by Buyer with respect to Liabilities related to all Adverse Consequences resulting from any breach from, arising out of, or relating to (a) the failure of Section the Real Property to be in compliance with ADA standards; (b) the Urban America, Inc. warranty matter described in Disclosure Schedule 4(i); (c) the Global Crossing preferential payment matter described in Disclosure Schedule 4(j); and (d) (the Ohio, West Virginia and such Liabilities will be recoverable by Buyer from the first dollar thereof, according to the terms Louisiana Department of this AgreementRevenue matters described in Disclosure Schedule 4(j).

Indemnification Provisions for Buyer’s Benefit. From and after the Closing, in (i) In the event any Seller breaches any of his, her, or its representations, warranties, covenantsand covenants contained herein (other than the covenants in Sec.2(a) above), obligations or other agreements under this Agreement, and, and provided that Buyer makes a written claim for indemnification against such Seller pursuant to this Section 7 Sec.11(h) below within the survival period (if there is an applicable survival period, period pursuant to Sec.8(a) above) then such Seller shall be obligated to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer shall may suffer (but excluding including any Adverse Consequences the Buyer shall may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that Seller (A) Sellers shall not have any obligation to indemnify Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation, representation or warranty or covenant of Seller (A) Sellers contained in Sec.4 above until Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $150,000 10,000.00 aggregate deductible to be applied proportionately to each Seller's liability (after which point Seller is Sellers shall be obligated to indemnify Buyer from and against all further such Adverse Consequences, subject to (B) below) and (B) to the extent the Adverse Consequences Buyer has suffered by reason of all such breaches exceed an amount equal to the Escrow Fund (after which point Seller will have no obligation only to indemnify Buyer from and against further such Adverse Consequences) and (B) there shall be an aggregate ceiling on the obligation of such Seller to indemnify Buyer from and against Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by breaches of the representations and warranties of such Seller contained in this Agreement equal to the greater of (i) total value of such Sellers' Target Shares at Closing based upon the net value of the assets of Target at Closing, or (ii) the value of the Exchange Shares issued to such Seller at the time of the written claim for indemnification. (ii) In the event any Seller breaches any of his, her, or its covenants in Sec.2(a) above and provided that Buyer makes a written claim for indemnification against such Seller pursuant to Sec.11(h) below within the survival period (if there is an applicable survival period pursuant to Sec.8(a) above). The Parties understand , then such Seller shall indemnify Buyer from and agree that with respect to against the entirety of any Adverse Consequences amounts due to Buyer under this Section 7shall suffer (including any Adverse Consequences Buyer shall suffer after the end of any applicable survival period) resulting from, the indemnification obligations of Seller shall be paid solely arising out of the Escrow Fund pursuant to the Escrow Agreement. Notwithstanding the foregoing or anything in this Agreement to the contraryof, relating to, in the event of fraud nature of, or caused by Seller or any Shareholder, Buyer shall be entitled to recourse against the Shareholders for disgorgement of any amounts attributable to fraud distributed by Seller to each such Shareholder hereunder up to the amount of the Purchase Price; provided, however, that Shareholder liability hereunder shall be several, and not joint. Notwithstanding the foregoing, the aggregate deductible set forth in this Section shall not be applicable to amounts claimed by Buyer with respect to Liabilities related to Adverse Consequences resulting from any breach of Section 4(j) (and such Liabilities will be recoverable by Buyer from the first dollar thereof, according to the terms of this Agreement)breach.

Indemnification Provisions for Buyer’s Benefit. From and after the Closing, in the event If Seller breaches any of its representations, warranties, covenantsand covenants contained herein, obligations or other agreements under this Agreement, and, and provided that Buyer makes a written claim for indemnification against such Seller pursuant to this Section 7 below within the applicable survival periodtoss.10(i), then Seller shall indemnify indemnify, defend and save harmless Buyer from and against the entirety of any Adverse Consequences Buyer shall suffer (but excluding any Adverse Consequences Buyer shall suffer through and after the end date of the claim for indemnification caused proximately by such Seller breach. Notwithstanding any applicable survival periodprovision of, or disclosure made in, this Agreement (or in any ancillary agreement, schedule, Annex or Exhibit referred to in this Agreement) caused by to the breach; providedcontrary, howeverSeller agrees to defend, that Seller shall not have any obligation to indemnify and save harmless Buyer from and against any Adverse Consequences caused by the breach entirety of any representation, warranty or covenant of Seller (Ai) until Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $150,000 aggregate deductible (after which point Seller is obligated to indemnify Buyer from and against all further such Adverse Consequences, subject to (B) below) and (B) to the extent the Adverse Consequences Buyer has suffered by reason of all such breaches exceed an amount equal to the Escrow Fund (after which point Seller will have no obligation to indemnify Buyer from and against further such Adverse Consequences). The Parties understand and agree that with respect to any Adverse Consequences amounts due to Buyer under this Section 7, the indemnification obligations of Seller shall be paid solely out of the Escrow Fund pursuant to the Escrow Agreement. Notwithstanding the foregoing or anything other than as explicitly set forth in this Agreement to the contrarycontrary or explicitly assumed by Buyer and/or Target in this Agreement (including any and all Liabilities and Adverse Consequences related to the Leases and the Seller Personal Property Leases arising on or after the Closing Date), in any and all Liabilities and Adverse Consequences that Buyer may suffer, or be subject to, through and after the event of fraud by Seller or any Shareholder, Buyer shall be entitled to recourse against the Shareholders for disgorgement date of any amounts attributable to fraud distributed by Seller to each such Shareholder hereunder up claim or Liability, to the amount of extent and only to the Purchase Price; providedextent relating to, howeverarising, that Shareholder liability hereunder shall be severalresulting or stemming from any fact, and not joint. Notwithstanding the foregoingsituation, the aggregate deductible set forth in this Section shall not be applicable circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to amounts claimed by Buyer act, or transaction with respect to Target existing prior to the Closing Date (and only to the extent Seller did not leave Target with sufficient Cash on the Closing Date to cover such Liabilities); (ii) any and all Liabilities and Adverse Consequences relating to unpaid Taxes, through and after the date of any such claim or liability, with respect to any Tax year or portion thereof ending before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the day prior to the Closing Date); and (iii) any Liability related to Adverse Consequences resulting from any breach of Section 4(j) (and such Liabilities will be recoverable by Buyer from the first dollar thereof, according to the terms of this Agreement)Excluded Assets.

Indemnification Provisions for Buyer’s Benefit. From and after the Closing, in In the event (i) Seller breaches any of its representations, warranties, covenants, representations or warranties contained in this Agreement or (ii) Seller breaches any of its covenants or obligations or other agreements under this AgreementAgreement (including, andbut not limited to, its obligations with respect to the Retained Liabilities in Section 14.2) and in each case provided that Buyer makes a written claim for indemnification against and to Seller pursuant to this Section 7 below 16.2 within the any applicable survival periodperiod pursuant to Section 14.5 A, then in each case Seller shall indemnify be obligated to indemnify, defend and hold harmless Buyer and its affiliates, managers, directors, officers, stockholders, members and employees (collectively, the “Buyer Indemnitees”) from and against any Adverse Consequences and all Losses (as defined below) any Buyer shall Indemnitee may suffer (but excluding any Adverse Consequences Buyer shall suffer after resulting from, arising out of, relating to, in the end of any applicable survival period) nature of, or caused by the breach; provided, however, that (a) Seller shall not have any obligation to indemnify the Buyer Indemnitees from and against any Adverse Consequences Losses resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation, representation or warranty or covenant of Seller (A) contained in this Agreement until the Buyer has Indemnitees have suffered Adverse Consequences Losses by reason of all such breaches in excess of a $150,000 400,000.00 aggregate deductible (after which point Seller is will be obligated only to indemnify the Buyer from and against all further such Adverse Consequences, subject to (B) below) and (B) to the extent the Adverse Consequences Buyer has suffered by reason of all such breaches exceed an amount equal to the Escrow Fund (after which point Seller will have no obligation to indemnify Buyer Indemnitees from and against further such Adverse ConsequencesLosses). The Parties understand , and agree that with respect to any Adverse Consequences amounts due to Buyer under this Section 7, (b) there will be a $7,500,000.00 aggregate ceiling on the indemnification obligations obligation of Seller shall be paid solely to indemnify the Buyer Indemnitees from and against Losses resulting from, arising out of the Escrow Fund pursuant to the Escrow Agreement. Notwithstanding the foregoing or anything in this Agreement to the contraryof, relating to, in the event of fraud nature of, or caused by breaches by Seller or any Shareholder, Buyer shall be entitled to recourse against the Shareholders for disgorgement of any amounts attributable to fraud distributed by Seller to each such Shareholder hereunder up to the amount of the Purchase Price; provided, however, that Shareholder liability hereunder shall be several, and not joint. Notwithstanding the foregoing, the aggregate deductible set forth in this Section shall not be applicable to amounts claimed by Buyer with respect to Liabilities related to Adverse Consequences resulting from any breach of Section 4(j) (and such Liabilities will be recoverable by Buyer from the first dollar thereof, according to the terms of this Agreement. The term “Losses” shall mean any actual losses, reasonable costs, reasonable expenses (including court costs, reasonable fees and expenses of attorneys, technical experts and expert witnesses and the cost of investigation), liabilities, damages, demands, suits, claims, and sanctions of every kind and character (including civil fines) arising from, related to or reasonably incident to matters indemnified against, but excluding any lost or prospective profits, special, consequential, punitive, exemplary or indirect damages.

Indemnification Provisions for Buyer’s Benefit. From and after the Closing, in In the event any Seller breaches any of his or its representations, warranties, covenants, obligations or other agreements under covenants contained herein in this Agreement, and, provided that Buyer makes a written claim for indemnification against any Seller pursuant to this Section 7 §11 (h) below within the applicable survival periodperiod under §8(a) above, then Seller the Sellers shall indemnify Buyer or any officer, director and/or shareholders of the Buyer (collectively referred to as “Buyer Indemnified Persons”) from and against any Adverse Consequences any Buyer Indemnified Person shall suffer (but excluding any Adverse Consequences Buyer shall suffer after the end as result of any applicable survival period) caused by the such breach; provided, however, that Seller . Notwithstanding Sellers shall not have any obligation be required to indemnify Buyer from and against any Adverse Consequences caused by the breach of any representationIndemnified Person, warranty or covenant of Seller (A) until such Buyer has Indemnified Persons have suffered Adverse Consequences by reason of all such breaches in excess of a $150,000 aggregate deductible 250,000 (the “Buyer Indemnity Threshold”) after which point Seller is Sellers will be obligated to indemnify such Buyer Indemnified Persons for all Adverse Consequences, and the Purchase Price will be an aggregate ceiling on the obligation of Sellers to indemnify Buyer from and against all further such Adverse Consequences, subject to (B) below) and (B) to the extent the Adverse Consequences Buyer has suffered resulting from, arising out of, relating to, or caused by reason of all such breaches exceed an amount equal to the Escrow Fund (after which point Seller will have no obligation to indemnify Buyer from and against further such Adverse Consequences). The Parties understand and agree that with respect to any Adverse Consequences amounts due to Buyer under this Section 7, the indemnification obligations of Seller shall be paid solely out of the Escrow Fund pursuant to the Escrow Agreement. Notwithstanding the foregoing representations, warranties, or anything covenants of Sellers contained in this Agreement to the contrary, in the event of fraud by Seller or any Shareholder, Buyer shall be entitled to recourse against the Shareholders for disgorgement of any amounts attributable to fraud distributed by Seller to each such Shareholder hereunder up to the amount of the Purchase Price; provided, however, that Shareholder liability hereunder shall be several, and not jointAgreement. Notwithstanding the foregoing, the aggregate deductible liability of Xxxxxx for any and all Adverse Consequences as a result of a breach of the representations and warranties set forth in this Section §4 hereof shall not be applicable exceed the Allocable Portion of the Purchase Price paid to amounts claimed by Buyer with respect to Liabilities related to Adverse Consequences resulting from any breach or on behalf of Section 4(j) (and such Liabilities will be recoverable by Buyer from the first dollar thereof, according to the terms of this Agreement)Xxxxxx.

Indemnification Provisions for Buyer’s Benefit. From and after the Closing, in the event Seller breaches any of its representations, warranties, covenants, obligations or other agreements under this Agreement, and, provided (a) Provided that Buyer makes a written claim for indemnification against Seller pursuant to in accordance with this Section 7 below within the applicable survival periodperiod set forth in Section 7.2, then Seller subject to the limitations set forth in this Section 7, Xxxxxx shall indemnify Buyer and Buyer’s directors, managers, officers, employees, affiliates, direct and indirect partners, equityholders, agents, attorneys, representatives, successors and assigns (collectively, the “Buyer Indemnified Parties”) from and against any Adverse Consequences Damages of Buyer shall suffer Indemnified Parties by reason of: (but excluding i) any Adverse Consequences Buyer shall suffer after breach by a Seller of the end representations and warranties set forth in Section 3; (ii) any breach or nonfulfillment by any Seller of any applicable survival periodcovenant, obligation or other agreement of any Seller contained in this Agreement; (iii) caused Indebtedness of the Sellers or the Business immediately prior to Closing; (iv) Seller Transaction Expenses; (v) the ownership, use or possession of the Excluded Assets; or (vi) the Excluded Liabilities or the failure of the Sellers to pay or discharge or to have paid or discharged the same in full. (b) Notwithstanding the foregoing, for purposes of this Section 7, 47 (i) other than in the event of fraud or with respect to a claim under Section 7.3(a)(i) by reason of the breach of a Fundamental Representation or Statutory Representation (the “Designated Matters”), no indemnification shall be due or payable by the breachSellers and no claim will be made against it with respect to Damages incurred in connection with Section 7.3(a)(i) in excess of an aggregate amount of $17,600,000 (the “Standard Cap Amount”); provided, however, that Seller no indemnification shall not have any obligation to indemnify Buyer from be due or payable by the Sellers and no claim will be made against any Adverse Consequences caused Seller with respect to a claim under Section 7.3(a)(i) by reason of the breach of any representationa Fundamental Representation or Statutory Representation, warranty or covenant of Seller (A) until Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $150,000 an aggregate deductible (after which point Seller is obligated to indemnify Buyer from and against all further such Adverse Consequences, subject to (B) below) and (B) to the extent the Adverse Consequences Buyer has suffered by reason of all such breaches exceed an amount equal to the Escrow Fund Purchase Price (after which point Seller will have no obligation to indemnify Buyer from the “Fundamental Cap Amount” and against further such Adverse Consequencesthe Fundamental Cap Amount and Standard Cap Amount, individually, a “Cap Amount”). The Parties understand ; and agree that (ii) Other than with respect to any Adverse Consequences amounts due to Buyer under this Section 7a Designated Matter, the Sellers shall have no indemnification obligations liability in respect of Seller any Damages incurred in connection with Section 7.3(a)(i) until the aggregate amount of such Damages exceeds $880,000 (the “Deductible”), at which time the Sellers shall be paid solely out of the Escrow Fund pursuant indemnify Buyer Indemnified Parties to the Escrow Agreement. Notwithstanding extent such Damages exceed the foregoing or anything in this Agreement Deductible up to a maximum aggregate amount equal to the contrary, in the event of fraud by Seller or any Shareholder, Buyer shall be entitled Cap Amount applicable to recourse against the Shareholders for disgorgement of any amounts attributable to fraud distributed by Seller to each such Shareholder hereunder up to the amount of the Purchase Price; provided, however, that Shareholder liability hereunder shall be several, and not joint. Notwithstanding the foregoing, the aggregate deductible claim as set forth in this Section shall not be applicable to amounts claimed by Buyer with respect to Liabilities related to Adverse Consequences resulting from any breach of Section 4(j) (and such Liabilities will be recoverable by Buyer from the first dollar thereof, according to the terms of this Agreement7.3(b)(i).. 7.4

Indemnification Provisions for Buyer’s Benefit. From and after the Closing, in (a) In the event Seller Nautilus breaches any of its representations, warranties, covenants, obligations or other agreements under and covenants contained in this Agreement, and, provided that Buyer makes a written claim for indemnification against Seller Nautilus pursuant to this Section 7 10.7 below within the survival period (if there is an applicable survival periodperiod pursuant to Section 8.1 above), then Seller shall indemnify Nautilus agrees to defend, indemnify, and hold Buyer harmless from and against the entirety of any Adverse Consequences Buyer shall may suffer (but excluding any Adverse Consequences Buyer shall suffer after resulting from, arising out of, relating to, in the end of any applicable survival period) nature of, or caused by the breach; provided, however, that Seller (i) Nautilus shall not have any obligation to indemnify Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation, representation or warranty or covenant of Seller (A) Nautilus contained in Article 3 above until Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a Seventy-Five Thousand U.S. Dollars ($150,000 75,000) aggregate deductible (after which point Seller is Nautilus will be obligated to indemnify Buyer from and against all further such Adverse Consequences, subject to (B) below) and (B) to the extent the Adverse Consequences Buyer has suffered by reason of all such breaches exceed an amount equal to the Escrow Fund (after which point Seller will have no obligation only to indemnify Buyer from and against further such Adverse Consequences). The Parties understand ; and agree that with respect (ii) there will be a Two Million U.S. Dollars ($2,000,000) aggregate ceiling on the obligation of Nautilus to any indemnify Buyer from and against Adverse Consequences amounts due to Buyer under this Section 7resulting from, the indemnification obligations of Seller shall be paid solely arising out of the Escrow Fund pursuant to the Escrow Agreement. Notwithstanding the foregoing or anything in this Agreement to the contraryof, relating to, in the event of fraud nature of, or caused by Seller or any Shareholder, Buyer shall be entitled to recourse against the Shareholders for disgorgement of any amounts attributable to fraud distributed by Seller to each such Shareholder hereunder up to the amount breaches of the Purchase Price; provided, however, that Shareholder liability hereunder shall be several, representations and not joint. Notwithstanding the foregoing, the aggregate deductible set forth warranties of Nautilus contained in this Section shall not be applicable to amounts claimed by Buyer with respect to Liabilities related to Adverse Consequences resulting from any breach of Section 4(j) (and such Liabilities will be recoverable by Buyer from the first dollar thereof, according to the terms of this Agreement)Article 3 above.