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

Indemnification Provisions for Seller’s Benefit. If the Closing occurs, and provided that either Seller makes a written claim for indemnification against Purchaser pursuant to Section 14.4 below within the survival period (if there is an applicable survival period pursuant to Section 12.1 above), which written claim must specify the factual basis of the claim, the amount of such claim (if known) and the method of computation of such claim, all with reasonable specificity, Purchaser shall indemnify and hold Sellers harmless against all Adverse Consequences either Seller has suffered or shall suffer relating to, arising from, or in connection with: (a) the failure of Purchaser to perform its covenants, agreements, and obligations under this Agreement or any other Transaction Document; (b) the breach of any representation or warranty made by Purchaser under this Agreement or any other Transaction Document; (c) services and activities performed by Purchaser under the Assumed Contracts on and following the Effective Date; (d) any Assumed Liabilities and any other liability or obligation of either Seller specifically assumed by Purchaser under this Agreement or any other Transaction Document (including without limitation any Adverse Consequences relating to, arising from, or in connection with Purchaser’s failure to render Management Services as provided herein in full satisfaction of Sellers’ obligations and liabilities under the Time Warner Transition Agreement and/or its failure to provide Management Services in accordance with the directives and guidance given by Sellers); (e) employment of the Transferred Employees following the Closing Date; (f) operation of the Business by Purchaser or Purchaser’s ownership or use of the Acquired Assets on and after the Effective Date (including without limitation infringement by Purchaser of any third party’s intellectual property or intellectual property rights arising out of, relating to, or in connection with use of the Intellectual Property, and all taxes arising with respect to periods beginning on or after the Effective Date); and (g) destruction, damage, or loss of any physical property owned or leased by Sellers resulting from Purchaser’s negligence in its use or occupation of Sellers’ principal place of business as provided herein; provided that in no event shall Purchaser indemnify Sellers for any Adverse Consequences either Seller has suffered or shall suffer arising out of, relating to or in connection with any conflict or breach of, or consent required to be obtained pursuant to, any other agreement or obligation of either Seller (including without limitation the Assumed Contracts) arising out of, relating to, or occurring in connection with this Agreement, any other Transaction Document, or the transactions contemplated hereby or thereby.

Indemnification Provisions for Seller’s Benefit. If the Closing occursBuyer shall indemnify Seller, its Affiliates and their respective directors, officers and employees ("Seller Indemnified Parties") from and against any and all Indemnifiable Losses that Seller Indemnified Parties may incur or suffer as a result of (i) any inaccuracy or breach of a representation or warranty made by Buyer in this Agreement, provided that either Seller makes a written claim for indemnification against Purchaser Buyer pursuant to Section 14.4 below 7.1 within the survival period set forth in Section 4.4; (if there is an applicable survival period ii) the breach of, or default in the performance by Buyer of, any covenant, agreement or obligation to be performed by the Buyer pursuant to Section 12.1 above)this Agreement; and (iii) the Assumed Liabilities; provided, which written claim must specify the factual basis of the claim, the amount of such claim (if known) and the method of computation of such claim, all with reasonable specificity, Purchaser shall indemnify and hold Sellers harmless against all Adverse Consequences either Seller has suffered or shall suffer relating to, arising from, or in connection with: however that (a) Buyer shall have no obligation to indemnify Seller Indemnified Parties from and against any Indemnifiable Losses until Seller Indemnified Parties have suffered Indemnifiable Losses in excess of the failure Threshold (in which event Seller Indemnified Parties may recover all Indemnifiable Losses in excess of Purchaser to perform its covenants, agreementsthe Threshold), and obligations under this Agreement or any other Transaction Document; (b) the maximum liability of Buyer for Indemnifiable Losses under this Section 7.8(b) shall not exceed the Cap. The limitations on Buyer's obligations to indemnify set forth in this Section 7.8(b) shall not apply to (x) any willful breach of any representation or warranty made by Purchaser under this Agreement or any other Transaction Document; (c) services and activities performed by Purchaser under the Assumed Contracts on and following the Effective Date; (d) any Assumed Liabilities and any other liability or obligation of either Seller specifically assumed by Purchaser under this Agreement or any other Transaction Document (including without limitation any Adverse Consequences relating to, arising from, or in connection with Purchaser’s failure to render Management Services as provided herein in full satisfaction of Sellers’ obligations and liabilities under the Time Warner Transition Agreement and/or its failure to provide Management Services in accordance with the directives and guidance given by Sellers); (e) employment of the Transferred Employees following covenant which survives the Closing Date; (f) operation of the Business by Purchaser or Purchaser’s ownership or use of the Acquired Assets on and after the Effective Date (including without limitation infringement by Purchaser of any third party’s intellectual property or intellectual property rights arising out of, relating to, or in connection with use of the Intellectual Property, and all taxes arising with respect to periods beginning on or after the Effective Date); and (g) destruction, damage, or loss of any physical property owned or leased by Sellers resulting from Purchaser’s negligence in its use or occupation of Sellers’ principal place of business as provided herein; provided that in no event shall Purchaser indemnify Sellers for any Adverse Consequences either Seller has suffered or shall suffer arising out of, relating to or in connection with any conflict or breach of, or consent required to be obtained pursuant to, any other agreement or obligation of either Seller (including without limitation the Assumed Contracts) arising out of, relating to, or occurring in connection with under this Agreement, (y) any other Transaction Document, Indemnifiable Losses arising from Buyer's fraud or (z) the transactions contemplated hereby or therebyAssumed Liabilities.

Indemnification Provisions for Seller’s Benefit. If (i) In the Closing occursevent Buyer breaches any of its representations, warranties, and covenants contained in this Agreement, and, provided that either Seller makes a written claim for indemnification against Purchaser Buyer pursuant to Section 14.4 below §10(g) within the that survival period (if there is an applicable survival period pursuant to Section 12.1 §8(a) above), which written claim must specify then Buyer agrees to indemnify Seller from and against the factual basis entirety of the claim, the amount of such claim (if known) and the method of computation of such claim, all with reasonable specificity, Purchaser shall indemnify and hold Sellers harmless against all Adverse Consequences either Seller has suffered or shall suffer relating to, arising from, or in connection with: (a) the failure of Purchaser to perform its covenants, agreements, and obligations under this Agreement or any other Transaction Document; (b) the breach of any representation or warranty made by Purchaser under this Agreement or any other Transaction Document; (c) services and activities performed by Purchaser under the Assumed Contracts on and following the Effective Date; (d) any Assumed Liabilities and any other liability or obligation of either Seller specifically assumed by Purchaser under this Agreement or any other Transaction Document (including without limitation any Adverse Consequences relating to, arising suffered (including any Adverse Consequences suffered after the end of any applicable survival period) resulting from, or in connection with Purchaser’s failure to render Management Services as provided herein in full satisfaction of Sellers’ obligations and liabilities under the Time Warner Transition Agreement and/or its failure to provide Management Services in accordance with the directives and guidance given by Sellers); (e) employment of the Transferred Employees following the Closing Date; (f) operation of the Business by Purchaser or Purchaser’s ownership or use of the Acquired Assets on and after the Effective Date (including without limitation infringement by Purchaser of any third party’s intellectual property or intellectual property rights arising out of, relating to, or in connection with use of the Intellectual Property, and all taxes arising with respect to periods beginning on or after the Effective Date); and (g) destruction, damagenature of, or loss caused by the breach. (ii) Buyer agrees to indemnify Seller from and against the entirety of any physical property owned or leased by Sellers resulting from Purchaser’s negligence in its use or occupation of Sellers’ principal place of business as provided herein; provided that in no event shall Purchaser indemnify Sellers for (A) any Adverse Consequences either suffered by Seller has suffered or shall suffer arising out ofresulting from, relating to or in connection with any conflict or breach of, or consent required to be obtained pursuant to, any other agreement or obligation of either Seller (including without limitation the Assumed Contracts) arising out of, relating to, or occurring in connection with this Agreement, any other Transaction Documentthe nature of, or caused by any Assumed Liability and (B) any Adverse Consequences suffered by Seller arising with respect to any third party claim regarding the transactions contemplated hereby Mylan Litigation. Except as provided by §10(q), Buyer shall not be responsible for any attorneys' fees or therebyother costs incurred by Seller prior to the Closing Date. After the Closing Date, Buyer shall only be responsible for costs, including attorneys' fees, of maintaining the Mylan Litigation if the Closing occurs and if Buyer elects to continue prosecuting the Mylan Litigation in its sole discretion. (iii) Notwithstanding anything to the contrary herein, Buyer shall not have any obligation to indemnify Seller from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by Buyer's breach of any representation or warranty of Buyer contained in §4 unless the aggregate of all such amounts exceeds the Minimum in the aggregate and then only to the full extent any such amount is in excess of the Minimum.

Indemnification Provisions for Seller’s Benefit. If the Closing occurs(a) Buyer will defend, indemnify, and provided that either hold Seller makes a written claim for indemnification against Purchaser pursuant to Section 14.4 below within and its Affiliates (the survival period (if there is an applicable survival period pursuant to Section 12.1 above)“Seller Indemnified Parties”) harmless from and pay any and all Damages, which written claim must specify the factual basis of the claimdirectly or indirectly, the amount of such claim (if known) and the method of computation of such claimresulting from, all with reasonable specificity, Purchaser shall indemnify and hold Sellers harmless against all Adverse Consequences either Seller has suffered or shall suffer relating to, arising fromout of, or in connection with: attributable to any of the following: (ai) the failure of Purchaser to perform its covenants, agreements, and obligations under this Agreement or any other Transaction Document; (b) the breach of any representation or warranty Buyer has made in the Transaction Documents; (ii) any breach by Purchaser Buyer of any covenant or obligation of Buyer in the Transaction Documents; (iii) any cause of action, claim, demand or suit which Buyer, its employees, contractors, auditors, legal counsel or other representatives (collectively, “Buyer Representatives”) may have against any Seller Indemnified Party as a result of any property damage and/or bodily injury sustained by a Buyer Representative while on any premises or rigs of Seller prior to the Closing Date, regardless of the cause of the loss or claims, to the extent Buyer has assumed such liability or agreed to indemnify Seller under this the terms of the Shell Contracts; (iv) except as otherwise provided in, and subject to the terms of the Transition Services Agreement, the operation and ownership of the Purchased Assets after the Effective Time; and (v) any Liabilities of Buyer; provided, such Liabilities shall not include Liabilities of Seller pursuant to the terms of the Shell Contracts, the Transition Services Agreement or any other Transaction Documentthis Agreement. (b) Buyer will have no obligation to indemnify the Seller Indemnified Parties pursuant to this Section 10.3 until the aggregate amount of all Damages suffered by the Seller Indemnified Parties exceeds $125,000; in which case Buyer shall be liable to the Seller Indemnified Parties for all Damages in excess of, but not including, such amount. (c) services Buyer’s obligation to indemnify the Seller Indemnified Parties shall not exceed an aggregate amount equal to the Cap. The limitations in Section 10.3(b) and activities performed by Purchaser under this Section 10.3(c) shall not apply in the Assumed Contracts on and following the Effective Date; event of a failure of consideration. (d) any Assumed Liabilities and any other Buyer shall have no liability or obligation of either Seller specifically assumed by Purchaser under this Agreement or any other Transaction Document (including without limitation any Adverse Consequences relating to, arising from, or in connection with Purchaser’s failure to render Management Services as provided herein in full satisfaction of Sellers’ obligations and liabilities under the Time Warner Transition Agreement and/or its failure to provide Management Services in accordance with the directives and guidance given by Sellers); (e) employment of the Transferred Employees following the Closing Date; (f) operation of the Business by Purchaser or Purchaser’s ownership or use of the Acquired Assets on and after the Effective Date (including without limitation infringement by Purchaser of any third party’s intellectual property or intellectual property rights arising out of, relating to, or in connection with use of the Intellectual Property, and all taxes arising with respect to periods beginning on Section 10.3 unless the Seller Indemnified Parties shall have, before the expiration of the applicable representation or after the Effective Date); and (g) destruction, damage, or loss warranty pursuant to Section 10.1 of any physical property owned or leased by Sellers resulting from Purchaser’s negligence in its use or occupation of Sellers’ principal place of business as provided herein; provided that in no event shall Purchaser indemnify Sellers for any Adverse Consequences either Seller has suffered or shall suffer arising out of, relating to or in connection with any conflict or breach of, or consent required to be obtained pursuant to, any other agreement or obligation of either Seller (including without limitation the Assumed Contracts) arising out of, relating to, or occurring in connection with this Agreement, any other Transaction Document, or the transactions contemplated hereby or therebypreviously made a claim by delivering a notice of such claim to Buyer.

Indemnification Provisions for Seller’s Benefit. If the Closing occurs, and provided that either Seller makes a written claim for indemnification against Purchaser pursuant to Section 14.4 below within the survival period (if there is an applicable survival period pursuant to Section 12.1 above), which written claim must specify the factual basis of the claim, the amount of such claim (if knowna) and the method of computation of such claim, all with reasonable specificity, Purchaser Buyer shall indemnify and hold Sellers harmless Sellers, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, the “Seller Indemnitees”) from and against any and all Adverse Consequences either Damages the Seller has suffered Indemnitees may suffer, sustain or shall suffer relating to, arising become subject to resulting from, or in connection with: (a) the failure of Purchaser to perform its covenants, agreements, and obligations under this Agreement or any other Transaction Document; (b) the breach of any representation or warranty made by Purchaser under this Agreement or any other Transaction Document; (c) services and activities performed by Purchaser under the Assumed Contracts on and following the Effective Date; (d) any Assumed Liabilities and any other liability or obligation of either Seller specifically assumed by Purchaser under this Agreement or any other Transaction Document (including without limitation any Adverse Consequences relating to, arising from, or in connection with Purchaser’s failure to render Management Services as provided herein in full satisfaction of Sellers’ obligations and liabilities under the Time Warner Transition Agreement and/or its failure to provide Management Services in accordance with the directives and guidance given by Sellers); (e) employment of the Transferred Employees following the Closing Date; (f) operation of the Business by Purchaser or Purchaser’s ownership or use of the Acquired Assets on and after the Effective Date (including without limitation infringement by Purchaser of any third party’s intellectual property or intellectual property rights arising out of, relating to, or in the nature of, in connection with use or caused by: (i) any breach of any representation or warranty of Buyer contained in this Agreement, read without regard to any qualifications as to “material” or “Material Adverse Effect” in such representations and warranties; (ii) any breach of any covenant or agreement of Buyer contained in this Agreement; or (iii) any breach of any covenant or agreement of the Intellectual PropertyCompany contained in this Agreement to be performed after the Closing. (b) Buyer shall not be liable for any Damages under Section 8.3(a)(i) until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds the Indemnification Basket, and all taxes arising with after which the Seller Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. With respect to periods beginning on any claim as to which Sellers may be entitled to indemnification under Section 8.3(a)(i), Buyer shall not be liable for any individual or after series of related Damages which do not exceed $25,000 (which Damages shall not be counted toward the Effective DateIndemnification Basket); and (g. The indemnification obligations of Buyer under Section 8.3(a)(i) destruction, damage, or loss of any physical property owned or leased by Sellers resulting from Purchaser’s negligence in its use or occupation of Sellers’ principal place of business as provided herein; provided that shall in no event exceed the Indemnification Cap; provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap shall Purchaser indemnify not apply to indemnification claims arising from breaches of any of the Fundamental Representations and Warranties or any matter constituting fraud or intentional misrepresentation; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Buyer for breaches of any of the Fundamental Representations and Warranties shall in no event exceed the Purchase Price. (c) If Sellers make any claim for indemnification under this Section 8 or Section 9 hereof, Sellers will permit Buyer and Buyer’s agents (including legal counsel and accountants) to have reasonable access during normal business hours, and in a manner so as not to unreasonably interfere with the normal business operations of Sellers, to all premises, properties, personnel, books, records (including Tax records), work papers, Contracts and documents of Sellers for the purpose of enabling Buyer to investigate, evaluate, respond to and defend any Adverse Consequences either Seller has suffered such claim for indemnification and any matter or inquiry raised by such claim. Buyer shall suffer arising out of, relating be obligated to or in connection with any conflict or breach of, or consent required Sellers to be treat all information obtained pursuant toto the foregoing that does not constitute Post-Closing Confidential Information (“Sellers’ Confidential Information”) as confidential and hereby agrees not to disclose any of such information to anyone except as necessary to investigate, evaluate, respond to and defend any other agreement such claim for indemnification and any matter or obligation of either Seller inquiry raised by such claim; provided, however, that Buyer may disclose Sellers’ Confidential Information as required by Law or to Buyer’s agents (including without limitation legal counsel and accountants) and to Sellers and the Assumed ContractsShareholder Representative, in each case to the extent such Persons have a need to know such information in the reasonable determination of Buyer, provided that such Persons either (i) arising out of, relating to, agree to observe the terms of this sentence or occurring in connection with (ii) are bound by obligations of confidentiality to Buyer of at least as high a standard as those imposed on Buyer by this Agreement, any other Transaction Document, or sentence and on the transactions contemplated hereby or therebyCompany pursuant to Section 6.4.

Indemnification Provisions for Seller’s Benefit. If the Closing occurs(a) Buyer will defend, indemnify, and provided that either hold Seller makes a written claim for indemnification against Purchaser pursuant to Section 14.4 below within and its Affiliates (the survival period (if there is an applicable survival period pursuant to Section 12.1 above)“Seller Indemnified Parties”) harmless from and pay any and all Damages, which written claim must specify the factual basis of the claimdirectly or indirectly, the amount of such claim (if known) and the method of computation of such claimresulting from, all with reasonable specificity, Purchaser shall indemnify and hold Sellers harmless against all Adverse Consequences either Seller has suffered or shall suffer relating to, arising from, out of or in connection with: attributable to any of the following: (ai) the failure of Purchaser to perform its covenants, agreements, and obligations under this Agreement or any other Transaction Document; (b) the breach of any representation or warranty Buyer has made by Purchaser under in this Agreement Agreement, or any other Transaction Documentcertificate or document Buyer has delivered pursuant to this Agreement; (ii) any breach by Buyer of any covenant or obligation of Buyer in this Agreement; (iii) any cause of action, claim, demand or suit which Buyer, its employees, contractors, auditors, legal counsel or other representatives (collectively, “Buyer Representatives”) may have against any Seller Indemnified Party as a result of any property damage and/or bodily injury sustained by a Buyer Representative while on any premises or rigs of Seller prior to the Closing Date, regardless of the cause of the loss or claims, EVEN WHERE SUCH LOSS OR CLAIM ARISES IN WHOLE OR IN PART FROM THE NEGLIGENCE, STRICT LIABILITY OR WILLFUL MISCONDUCT OF A SELLER INDEMNIFIED PARTY, OR FROM THE UNSEAWORTHINESS OF ANY VESSEL; (iv) any Liabilities of Buyer, including, without limitation, the Assumed Liabilities; and (v) the operation and ownership of, or conditions occurring with respect to, the Purchased Assets after the Effective Time, including, without limitation, Buyer’s performance of any Unassigned Drilling Contract. (b) Buyer will have no obligation to indemnify the Seller Indemnified Parties pursuant to this Section 9.3 until the aggregate amount of all Damages suffered by the Seller Indemnified Parties exceeds $212,000.00, in which case Buyer shall be liable to the Seller Indemnified Parties for all Damages in excess of, but not including, such amount. (c) services and activities performed by Purchaser under Buyer’s obligation to indemnify the Assumed Contracts on and following the Effective Date; Seller Indemnified Parties shall not exceed an aggregate amount equal to $8,494,000.00. (d) any Assumed Liabilities and any other Buyer shall have no liability with respect to Section 9.3(a)(i) unless the Seller Indemnified Parties shall have, before the expiration of the applicable representation or obligation warranty pursuant to Section 9.1 of either Seller specifically assumed this Agreement, previously made a claim by Purchaser under this Agreement or any other Transaction Document (including without limitation any Adverse Consequences relating to, arising from, or in connection with Purchaser’s failure to render Management Services as provided herein in full satisfaction delivering a notice of Sellers’ obligations and liabilities under the Time Warner Transition Agreement and/or its failure to provide Management Services such claim in accordance with the directives and guidance given by Sellers); (e) employment of the Transferred Employees following the Closing Date; (f) operation of the Business by Purchaser or Purchaser’s ownership or use of the Acquired Assets on and after the Effective Date (including without limitation infringement by Purchaser of any third party’s intellectual property or intellectual property rights arising out of, relating to, or in connection with use of the Intellectual Property, and all taxes arising with respect this Article to periods beginning on or after the Effective Date); and (g) destruction, damage, or loss of any physical property owned or leased by Sellers resulting from Purchaser’s negligence in its use or occupation of Sellers’ principal place of business as provided herein; provided that in no event shall Purchaser indemnify Sellers for any Adverse Consequences either Seller has suffered or shall suffer arising out of, relating to or in connection with any conflict or breach of, or consent required to be obtained pursuant to, any other agreement or obligation of either Seller (including without limitation the Assumed Contracts) arising out of, relating to, or occurring in connection with this Agreement, any other Transaction Document, or the transactions contemplated hereby or therebyBuyer.

Indemnification Provisions for Seller’s Benefit. If the Closing occurs, and provided that either Seller makes a written claim for indemnification against Purchaser pursuant to Section 14.4 below within the survival period (if there is an applicable survival period pursuant to Section 12.1 above), which written claim must specify the factual basis of the claim, the amount of such claim (if known) and the method of computation of such claim, all with reasonable specificity, Purchaser shall indemnify and hold Sellers harmless against all Adverse Consequences either Seller has suffered or shall suffer relating to, arising from, or in connection with: (a) Buyer shall be obligated to indemnify, defend and hold harmless Sellers and their respective Affiliates, officers, directors and employees (the failure “Seller Indemnitees”) from and against the entirety of Purchaser any Adverse Consequences they may suffer resulting from, arising out of, relating to perform its covenants, agreements, and obligations under this Agreement or any other Transaction Document; caused by (bi) the breach of any representation or warranty of Buyer under this Agreement, (ii) the nonperformance or breach of any covenant or agreement made by Purchaser Buyer under this Agreement, (iii) the Assumed Liabilities, and (iv) any claim or demand by Buyer against DTE (including, without limitation, any claims subrogated to any insurance carrier) which results in DTE making a claim or demand against either of the Sellers; provided, however, Buyer shall not be obligated to indemnify, defend and hold harmless the Seller Indemnitees from and against any Environmental Liabilities other than any of the following Environmental Liabilities (collectively, the “Buyer Environmental Liabilities”): (A) a claim or demand by a governmental authority or other third party as a result of any voluntary communication between Buyer or its agents, representatives, employees, or successors and assigns and such governmental authority or other third party, or (B) a claim or demand by a third party against DTE resulting from Buyer’s successful assertion of any defense in event of a claim or demand against Buyer by such third party that ultimately results in DTE making a claim or demand against either of the Sellers. For purposes of this Agreement, Environmental Liabilities which arise directly from communications between Buyer or its agents and a governmental authority or other third party in response to an inquiry, request for information or similar demand initiated by a governmental authority or third party, but only where such response is legally mandated and in writing, shall not constitute Buyer Environmental Liabilities. Buyer shall not have any obligation to indemnify the Seller Indemnitees unless Sellers deliver a written claim for indemnification to Buyer pursuant to Section 9.8. In addition, Buyer shall not have any obligation to indemnify Seller Indemnitees under Section 8.3(a)(i), unless such written claim for indemnification is made by Sellers pursuant to Section 9.8 within the survival period pursuant to Section 8.1. To the extent any claim for indemnification arises under Section 8.3(a)(i) and the representation or warranty is qualified by reference to materiality or a Material Adverse Effect, such representation or warranty shall be treated as if it did not contain any limitation as to materiality or Material Adverse Effect for the purposes of determining the amount of Adverse Consequences. (b) Subject to Section 8.3(c) and except for any Buyer Environmental Liabilities and any liabilities under Section 8.3(a)(iv), the aggregate liability of Buyer pursuant to Section 8.3(a) of this Agreement or any other Transaction Document; shall not exceed an amount equal to $1,960,000.00 (the “Buyer Indemnity Cap”). (c) services Buyer shall not be liable to the Seller Indemnitees under Section 8.3(a) unless and activities performed by Purchaser under until the Assumed Contracts on and following aggregate amount of all Adverse Consequences pursuant to such section exceeds One Hundred Thousand Dollars ($100,000.00) (the Effective Date; “Buyer Threshold Amount”), in which event Buyer shall only be required to pay or be liable for Adverse Consequences in excess of the Buyer Threshold Amount. (d) any Assumed Liabilities and any other liability or obligation Payments by Buyer pursuant to Section 8.3(a) in respect of either Seller specifically assumed by Purchaser under this Agreement or any other Transaction Document (including without limitation any Adverse Consequences relating to, arising from, or in connection with Purchaser’s failure shall be limited to render Management Services as provided herein in full satisfaction of Sellers’ obligations and liabilities under the Time Warner Transition Agreement and/or its failure to provide Management Services in accordance with the directives and guidance given by Sellers); (e) employment of the Transferred Employees following the Closing Date; (f) operation of the Business by Purchaser or Purchaser’s ownership or use of the Acquired Assets on and after the Effective Date (including without limitation infringement by Purchaser amount of any third party’s intellectual property liability or intellectual property rights arising out ofdamage that remains after deducting therefrom any insurance proceeds and any indemnity, relating to, contribution or other similar payment received or reasonably expected to be received by the Seller Indemnitees in connection with use of the Intellectual Property, and all taxes arising with respect to periods beginning on or after the Effective Date); and (g) destruction, damage, or loss of any physical property owned such Adverse Consequence. The Seller Indemnitees shall use commercially reasonable efforts to recover under insurance policies or leased by Sellers resulting from Purchaser’s negligence in its use indemnity, contribution or occupation of Sellers’ principal place of business as provided herein; provided that in no event shall Purchaser indemnify Sellers other similar agreements for any Adverse Consequences prior to seeking indemnification under this Agreement. (e) To the extent that either Seller has suffered (or shall suffer arising out of, relating both) of the Sellers becomes aware that it (or they) is entitled to or in connection with any conflict or breach of, or consent required indemnification for a matter pursuant to be obtained pursuant to, any other agreement or obligation of either Seller (including without limitation the Assumed Contracts) arising out of, relating to, or occurring in connection with this Agreement, such Seller(s) will use its (or their) commercially reasonable efforts to mitigate any other Transaction DocumentAdverse Consequences it (or they) may suffer with respect to such matter. (f) Any liability for indemnification under this Section 8.3 shall be determined without duplication of recovery in the event that a state of facts gives rise to the same Adverse Consequences arising from a breach of more than one representation, warranty, covenant or the transactions contemplated hereby or therebyagreement.

Indemnification Provisions for Seller’s Benefit. If (i) In the Closing occursevent of any inaccuracy in, breach of or failure to perform any representations, warranties, or covenants of Buyer contained in this Agreement or in any certificate furnished by Buyer pursuant to this Agreement (determined, for purposes of this Section 8(c)(i), without regard to any limitations or qualifications as to “Material Adverse Effect”, “material” or other similar limitations or qualifications contained in any such representation or warranty), and provided that either any Seller makes a written claim for indemnification against Purchaser pursuant to Section 14.4 below Buyer within the applicable survival period (if there is an applicable survival period pursuant to Section 12.1 8(a) above), which written claim must specify the factual basis of the claimthen Buyer agrees to indemnify, defend and hold harmless each Seller, its Affiliates and their respective officers, directors, employees, agents, advisors, successors and assigns (collectively, the amount “Seller Indemnitees”) from and against the entirety of such claim (if known) and the method of computation of such claim, all with reasonable specificity, Purchaser shall indemnify and hold Sellers harmless against all Adverse Consequences either Seller has suffered or shall suffer relating to, arising from, or in connection with: (a) the failure of Purchaser to perform its covenants, agreements, and obligations under this Agreement or any other Transaction Document; (b) the breach of any representation or warranty made by Purchaser under this Agreement or any other Transaction Document; (c) services and activities performed by Purchaser under the Assumed Contracts on and following the Effective Date; (d) any Assumed Liabilities and any other liability or obligation of either Seller specifically assumed by Purchaser under this Agreement or any other Transaction Document (including without limitation any Adverse Consequences relating to, arising suffered (including any Adverse Consequences suffered after the end of any applicable survival period) resulting from, or in connection with Purchaser’s failure to render Management Services as provided herein in full satisfaction of Sellers’ obligations and liabilities under the Time Warner Transition Agreement and/or its failure to provide Management Services in accordance with the directives and guidance given by Sellers); (e) employment of the Transferred Employees following the Closing Date; (f) operation of the Business by Purchaser or Purchaser’s ownership or use of the Acquired Assets on and after the Effective Date (including without limitation infringement by Purchaser of any third party’s intellectual property or intellectual property rights arising out of, relating to, or in connection with use of the Intellectual Property, and all taxes arising with respect to periods beginning on or after the Effective Date); and (g) destruction, damagenature of, or loss of caused by such inaccuracy, breach or failure; provided, however, that Buyer shall not have any physical property owned obligation to indemnify, defend or leased by Sellers resulting hold harmless the Seller Indemnitees from Purchaser’s negligence in its use or occupation of Sellers’ principal place of business as provided herein; provided that in no event shall Purchaser indemnify Sellers for and against any Adverse Consequences either Seller has suffered or shall suffer arising out ofresulting from, relating to or in connection with any conflict or breach of, or consent required to be obtained pursuant to, any other agreement or obligation of either Seller (including without limitation the Assumed Contracts) arising out of, relating to, in the nature of, or occurring caused by any inaccuracy in connection with or breach of any representation or warranty of Buyer (other than any representation or warranty in Sections 3(b)(i), 3(b)(ii) and 3(b)(iv), as to which this proviso shall not apply) until the Seller Indemnitees have suffered Adverse Consequences by reason of all such inaccuracies and breaches in excess of an aggregate deductible amount equal to $225,000 (after which point Buyer will be obligated only to indemnify the Seller Indemnitees from and against Adverse Consequences in excess of such amount) provided, that, for the purposes of determining whether the deductible amount has been met or exceeded, claims for Adverse Consequences arising from a single event or a group or series of related events that are, individually or in the aggregate, less than $50,000 shall be excluded; and provided, further, that there will be an aggregate ceiling in an amount equal to $7,000,000 on the obligation of Buyer to indemnify, defend and hold harmless the Seller Indemnitees from and against Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by any inaccuracy in or breach of any representation or warranty of Buyer (other than any representation or warranty in Sections 3(b)(i), 3(b)(ii) and 3(b)(iv), as to which such aggregate ceiling shall not apply). (ii) In the event that any amounts are actually paid after the Closing by GAFRI to UTAIC or CGIC pursuant to (A) the Capital Maintenance Agreement, effective as of January 1, 2016, between GAFRI and UTAIC or (B) the Capital Maintenance Agreement, effective as of January 1, 2016, between GAFRI and CGIC ((A) and (B) collectively, the “CMA”), then Buyer shall indemnify GAFRI for the amount of such payments. For each such payment made by GAFRI, Buyer’s corresponding indemnification payment to GAFRI hereunder shall be made by Wire Transfer on the same calendar day; provided, for any such payment made by GAFRI on a date other Transaction Documentthan the due date under the CMA, or for any such payment made after 12:00 p.m. Local Standard Time, the transactions contemplated hereby corresponding indemnification payment by Buyer shall be payable on the following Business Day. Buyer shall not be entitled to offset any of its indemnification obligations under this Section 8(c)(ii) against any obligation, loss, damage, claim, expense or therebyother amount owed by GAFRI or any of its Affiliates to Buyer or any of its Affiliates, whether arising under this Agreement or otherwise. Without limiting the generality of the foregoing, GAFRI’s right to indemnity under this Section 8(c)(ii) is not subject to any of the limitations contained in Section 8(a) and Section 8(c)(i). In the event of any default by Buyer in the payment of any indemnification amount under this Section 8(c)(ii), interest shall accrue thereon at a rate of 15% per annum from the date of default.

Indemnification Provisions for Seller’s Benefit. If the Closing occursBuyer shall indemnify Seller and each of its officers, directors, agents, and provided that either each Person, if any, who controls Seller makes within the meaning of the Securities Act (each a written claim for indemnification against Purchaser "Seller Indemnified Party" and collectively, the "Seller Indemnified Parties") in respect of, and hold them harmless against, any and all Damages incurred or suffered by any of the foregoing parties resulting from, relating to or constituting: (i) any fraud, misrepresentation or breach of warranty of Buyer contained in this Agreement (including any fraud, misrepresentation or breach of warranty deemed to have been made by the delivery of any certificate or instrument delivered pursuant to Section 14.4 below within the survival period (if there is an applicable survival period pursuant to Section 12.1 abovethis Agreement), which written claim must specify the factual basis or any Proceeding asserted or instituted arising out of the claim, the amount any matter constituting fraud or a breach of such claim representations or warranties (if known) and the method of computation of such claim, all with reasonable specificity, Purchaser shall indemnify and hold Sellers harmless against all Adverse Consequences either Seller has suffered including any fraud or shall suffer relating to, arising from, or in connection with: (a) the failure of Purchaser to perform its covenants, agreements, and obligations under this Agreement or any other Transaction Document; (b) the breach of any representation representations or warranty warranties deemed to have been made by Purchaser the delivery of any certificate or instrument delivered pursuant to this Agreement); (ii) any breach by Buyer of any of its covenants under this Agreement Agreement; (iii) any Proceeding asserted or instituted against Seller, or any other Transaction Document; of Seller's properties or assets, by any third party for damages suffered by such third party by reason of or resulting from (c) services and activities performed by Purchaser under the Assumed Contracts on and following the Effective Date; (dA) any Assumed Liabilities and any other liability Liability or obligation of either Seller specifically assumed by Purchaser under this Agreement or any other Transaction Document (including without limitation any Adverse Consequences relating to, arising from, or in connection with Purchaser’s failure to render Management Services as provided herein in full satisfaction of Sellers’ obligations and liabilities under B) the Time Warner Transition Agreement and/or its failure to provide Management Services in accordance with the directives and guidance given by Sellers); (e) employment of the Transferred Employees following the Closing Date; (f) operation of the Business by Purchaser or Purchaser’s ownership or use operation of the Acquired Assets on and or the Business after the Effective Date Closing including, without limitation, the sale, labeling, storing, testing, distribution, promotion and marketing of any Products after the Closing; (iv) any Assumed Liability; or (v) any Liability of Seller for any Tax that arises due to the nature of the transaction contemplated hereby being structured as an asset sale rather than a stock sale, including, but not limited to, all federal, state and local income taxes, all transfer, documentary, sales, use, stamp, registration and other such taxes, all conveyance fees, recording charges and other fees and charges (including without limitation infringement by Purchaser of any third party’s intellectual property or intellectual property rights arising out of, relating to, or penalties and interest) incurred in connection with use the transfer of the Intellectual Property, Acquired Assets and all taxes arising with respect to periods beginning on or after the Effective Date); Business and (g) destruction, damage, or loss of any physical property owned or leased by Sellers resulting from Purchaser’s negligence in its use or occupation of Sellers’ principal place of business as provided herein; provided that in no event shall Purchaser indemnify Sellers for any Adverse Consequences either Seller has suffered or shall suffer Liability arising out of, relating of or related to or in connection with any conflict or breach of, or consent required Buyer's allocation of the Purchase Price pursuant to be obtained pursuant to, any other agreement or obligation of either Seller (including without limitation the Assumed Contracts) arising out of, relating to, or occurring in connection with this Agreement, any other Transaction Document, or the transactions contemplated hereby or therebySection 2(f).

Indemnification Provisions for Seller’s Benefit. If the Closing occurs, and provided (a) Provided that either Seller Sellers’ Representative makes a written claim for indemnification against Purchaser to Buyer pursuant to Section 14.4 below 11.6 within the survival period (if there is an applicable survival period pursuant to set forth in Section 12.1 above)11.1, which written claim must specify then, from and after the factual basis of the claimClosing, the amount of such claim (if known) and the method of computation of such claim, all with reasonable specificity, Purchaser Buyer shall indemnify Sellers and hold Sellers harmless their respective officers, directors, employees and Affiliates from and against all any Adverse Consequences either any Seller has suffered or shall suffer relating to, resulting from or arising from, or in connection with: out of: (ai) the failure of Purchaser to perform its covenants, agreements, and obligations under this Agreement or any other Transaction Document; (b) the breach of any representation or warranty made by Purchaser under Buyer in this Agreement or any other Transaction DocumentAgreement; and (c) services and activities performed by Purchaser under the Assumed Contracts on and following the Effective Date; (dii) any Assumed Liabilities non-performance or breach by Buyer of any covenant or agreement of Buyer set forth in this Agreement. (b) Notwithstanding anything to the contrary set forth herein, and any other liability or subject to the immediately following sentence, (i) Buyer shall have no obligation of either Seller specifically assumed by Purchaser under this Agreement or any other Transaction Document (including without limitation to indemnify Sellers and their and their respective officers, directors, employees and Affiliates from and against any Adverse Consequences relating to, arising from, or in connection with Purchaser’s failure to render Management Services respect of Section 11.3(a)(i) until such time as provided herein Sellers have suffered Adverse Consequences by reason of all such breaches in full satisfaction of Sellers’ obligations and liabilities under the Time Warner Transition Agreement and/or its failure to provide Management Services in accordance with the directives and guidance given by Sellers); (e) employment excess of the Transferred Employees following Basket (at which point Buyer will be obligated to indemnify Sellers from and against the Closing Date; (f) operation entire amount of Adverse Consequences from the Business by Purchaser or Purchaser’s ownership or use of the Acquired Assets on and after the Effective Date (including without limitation infringement by Purchaser of any third party’s intellectual property or intellectual property rights arising out of, relating to, or in connection with use of the Intellectual Propertyfirst dollar), and all taxes arising (ii) the aggregate liability of Buyer pursuant to Section 11.3(a)(i) shall be limited to the Cap. Notwithstanding anything to the contrary set forth herein, claims for indemnification made pursuant to Section 11.3(a) with respect to periods beginning on or after the Effective Date); and (g) destruction, damage, or loss of any physical property owned or leased by Sellers resulting from Purchaser’s negligence in its use or occupation of Sellers’ principal place of business as provided herein; provided that in no event shall Purchaser indemnify Sellers for any Adverse Consequences either Seller has suffered or shall suffer arising out of, relating of (x) any breaches of the Special Buyer Representations or (y) the fraud or criminal activity of Buyer shall not be subject to the Basket (or taken into account in connection with any conflict or breach of, or consent required to be obtained pursuant to, any other agreement or obligation of either Seller (including without limitation determining whether the Assumed ContractsBasket has been met) arising out of, relating to, or occurring in connection with this Agreement, any other Transaction Document, or the transactions contemplated hereby or therebyCap.

Indemnification Provisions for Seller’s Benefit. If (a) Subject in all cases to the limitations set forth in this Agreement, from and after the Closing occurs, and provided that either if Seller makes a written claim for indemnification against Purchaser Buyer pursuant to Section 14.4 10.04 or Section 10.06 below within the survival period (if there is an applicable survival period pursuant to under Section 12.1 10.01 above), which written claim must specify the factual basis of the claimthen Buyer shall indemnify, the amount of such claim (if known) and the method of computation of such claim, all with reasonable specificity, Purchaser shall indemnify defend and hold harmless Sellers harmless and Sellers’ respective Affiliates and each of their respective directors, officers, members, shareholders, employees and managers (the “Seller Indemnified Parties”) from and against all Adverse Consequences either any Losses any Seller has suffered Indemnified Party shall suffer, directly or shall suffer relating toindirectly, arising resulting from, or in connection with: with or related to: (a) the failure of Purchaser to perform its covenants, agreements, and obligations under this Agreement or any other Transaction Document; (bi) the breach of any representation or warranty (other than the Fundamental Representations and Warranties) made by Purchaser under Buyer contained in this Agreement Agreement; (ii) the breach of any of the Fundamental Representations and Warranties made by Buyer contained in this Agreement; and/or (iii) the breach or non-performance of any other Transaction Document; covenant or agreement of Buyer contained in this Agreement; (b) Buyer shall not have any obligation to indemnify the Seller Indemnified Parties from and against Losses described in Section 10.03(a)(i) and Section 10.03(a)(ii) above until the Seller Indemnified Parties collectively have suffered Losses by reason of all such breaches in excess of the Deductible, in which event only the amounts sought by the Seller Indemnified Parties in excess of the Deductible shall be subject to indemnification. (c) services Buyer shall not have any obligation to indemnify the Seller Indemnified Parties from and activities performed by Purchaser under against Losses described in Section 10.03(a)(i) in excess of the Assumed Contracts on and following the Effective Date; Cap. (d) any Assumed Liabilities and any other liability or obligation Solely for purposes of either Seller specifically assumed by Purchaser under this Agreement or any other Transaction Document (including without limitation any Adverse Consequences relating to, arising from, or in connection with Purchaser’s failure to render Management Services as provided herein in full satisfaction calculating the amount of Sellers’ obligations and liabilities under the Time Warner Transition Agreement and/or its failure to provide Management Services in accordance with the directives and guidance given by Sellers); (e) employment of the Transferred Employees following the Closing Date; (f) operation of the Business by Purchaser or Purchaser’s ownership or use of the Acquired Assets on and after the Effective Date (including without limitation infringement by Purchaser of any third party’s intellectual property or intellectual property rights Losses incurred arising out of, relating to, of or in connection with use of the Intellectual Property, and all taxes arising with respect to periods beginning on or after the Effective Date); and (g) destruction, damage, or loss of any physical property owned or leased by Sellers resulting from Purchaser’s negligence in its use or occupation of Sellers’ principal place of business as provided herein; provided that in no event shall Purchaser indemnify Sellers for any Adverse Consequences either Seller has suffered or shall suffer arising out of, relating to any breach of a representation or warranty (and not for purposes of determining whether or not a breach has occurred), the references to “Material Adverse Effect” or other materiality qualifications (or correlative terms) contained in connection with any conflict such representations or breach ofwarranties, or consent required to shall be obtained pursuant to, any other agreement or obligation of either Seller (including without limitation the Assumed Contracts) arising out of, relating to, or occurring in connection with this Agreement, any other Transaction Document, or the transactions contemplated hereby or therebydisregarded.

Indemnification Provisions for Seller’s Benefit. If (a) After the Closing occursEffective Time, Buyer will defend, indemnify, and provided that either hold Seller makes a written claim for indemnification against Purchaser pursuant to Section 14.4 below within and its Affiliates (the survival period (if there is an applicable survival period pursuant to Section 12.1 above)“Seller Indemnified Parties”) harmless from and pay any and all Damages, which written claim must specify the factual basis of the claimdirectly or indirectly, the amount of such claim (if known) and the method of computation of such claimresulting from, all with reasonable specificity, Purchaser shall indemnify and hold Sellers harmless against all Adverse Consequences either Seller has suffered or shall suffer relating to, arising fromout of, or in connection with: attributable to any of the following: (ai) the failure of Purchaser to perform its covenants, agreements, and obligations under this Agreement or any other Transaction Document; (b) the breach of any representation or warranty Buyer has made by Purchaser under in this Agreement or any other Transaction Documentcertificate or document Buyer has delivered pursuant to this Agreement; (ii) any breach by Buyer of any covenant or obligation of Buyer in this Agreement; (iii) any cause of action, claim, demand or suit which Buyer or any employees, contractors, auditors, legal counsel or other representatives of Buyer prior to the Closing Date, which specifically excludes the individuals listed in Section 3.7 of the Disclosure Schedule hereto (collectively, “Buyer Representatives”), may have against any Seller Indemnified Party as a result of any property damage and/or bodily injury sustained by a Buyer Representative while on any premises or vessel of Seller prior to the Closing Date, regardless of the cause of the loss or claims, EVEN WHERE SUCH LOSS OR CLAIM ARISES IN WHOLE OR IN PART FROM THE NEGLIGENCE, STRICT LIABILITY OR WILLFUL MISCONDUCT OF A SELLER INDEMNIFIED PARTY, OR FROM THE UNSEAWORTHINESS OF ANY VESSEL; (iv) any Liabilities of Buyer, including the Assumed Liabilities; and (v) the operation and ownership of, or conditions occurring with respect to, the Purchased Assets after the Effective Time, including Buyer’s performance of any Assigned Contract. (b) Buyer will have no obligation to indemnify the Seller Indemnified Parties pursuant to this Section 9.3 until the aggregate amount of all Damages suffered by the Seller Indemnified parties under Section 9.3(a) exceeds: (i) $0 for indemnification obligations arising under (A) Section 9.3(a)(ii) to the extent such obligations relate to or result from a breach of Seller’s obligations under Section 5.6; or (C) Sections 9.3(a)(iv) or 9.3(a)(v); and (ii) $500,000.00 for any other indemnification obligations under this Section 9.3, in which case Buyer shall be liable to the Seller Indemnified Parties for all Damages in excess of, but not including, such amount. (c) services Buyer’s obligation to indemnify the Seller Indemnified Parties: (i) shall not exceed an aggregate amount equal to the Purchase Price for indemnification obligations arising under Section 9.3(a)(i) to the extent such obligations relate to or result from a breach of the representations and activities performed by Purchaser warranties contained in Section 4.5; (ii) shall have no dollar limitation for indemnification obligations arising under the Assumed Contracts on and following the Effective DateSections 9.3(a)(iv) or 9.3(a)(v); and (iii) shall not exceed an aggregate amount equal to $11,000,000,00 for any other indemnification obligations under this Section 9.3. (d) any Assumed Liabilities and any other Buyer shall have no liability with respect to Section 9.3(a)(i) unless the Seller Indemnified Parties shall have, before the expiration of the applicable representation or obligation warranty pursuant to Section 9.1 of either Seller specifically assumed this Agreement, previously made a claim by Purchaser under this Agreement or any other Transaction Document (including without limitation any Adverse Consequences relating to, arising from, or in connection with Purchaser’s failure to render Management Services as provided herein in full satisfaction delivering a notice of Sellers’ obligations and liabilities under the Time Warner Transition Agreement and/or its failure to provide Management Services such claim in accordance with the directives and guidance given by Sellers); (e) employment of the Transferred Employees following the Closing Date; (f) operation of the Business by Purchaser or Purchaser’s ownership or use of the Acquired Assets on and after the Effective Date (including without limitation infringement by Purchaser of any third party’s intellectual property or intellectual property rights arising out of, relating to, or in connection with use of the Intellectual Property, and all taxes arising with respect this Article to periods beginning on or after the Effective Date); and (g) destruction, damage, or loss of any physical property owned or leased by Sellers resulting from Purchaser’s negligence in its use or occupation of Sellers’ principal place of business as provided herein; provided that in no event shall Purchaser indemnify Sellers for any Adverse Consequences either Seller has suffered or shall suffer arising out of, relating to or in connection with any conflict or breach of, or consent required to be obtained pursuant to, any other agreement or obligation of either Seller (including without limitation the Assumed Contracts) arising out of, relating to, or occurring in connection with this Agreement, any other Transaction Document, or the transactions contemplated hereby or therebyBuyer.

Indemnification Provisions for Seller’s Benefit. If the Closing occurs(a) Buyer will defend, indemnify, and provided that either hold Seller makes a written claim for indemnification against Purchaser pursuant to Section 14.4 below within and its Affiliates (the survival period (if there is an applicable survival period pursuant to Section 12.1 above)“Seller Indemnified Parties”) harmless from and pay any and all Damages, which written claim must specify the factual basis of the claimdirectly or indirectly, the amount of such claim (if known) and the method of computation of such claimresulting from, all with reasonable specificity, Purchaser shall indemnify and hold Sellers harmless against all Adverse Consequences either Seller has suffered or shall suffer relating to, arising fromout of, or in connection with: attributable to any of the following: (ai) the failure of Purchaser to perform its covenants, agreements, and obligations under this Agreement or any other Transaction Document; (b) the breach of any representation or warranty Buyer has made by Purchaser under in this Agreement or any other Transaction Documentcertificate or document Buyer has delivered pursuant to this Agreement; (ii) any breach by Buyer of any covenant or obligation of Buyer in this Agreement; (iii) any cause of action, claim, demand or suit which Buyer, its employees, contractors, auditors, legal counsel or other representatives (collectively, “Buyer Representatives”) may have against any Seller Indemnified Party as a result of any property damage and/or bodily injury sustained by a Buyer Representative while on any premises or rigs of Seller prior to the Closing Date, regardless of the cause of the loss or claims, EVEN WHERE SUCH LOSS OR CLAIM ARISES IN WHOLE OR IN PART FROM THE NEGLIGENCE, STRICT LIABILITY OR WILLFUL MISCONDUCT OF A SELLER INDEMNIFIED PARTY, OR FROM THE UNSEAWORTHINESS OF ANY VESSEL; (iv) any Liabilities of Buyer, including, without limitation, the Assumed Liabilities; and (v) the operation and ownership of, or conditions occurring with respect to, the Purchased Assets after the Effective Time, including, without limitation, Buyers performance of any Unassigned Drilling Contract. (b) Buyer will have no obligation to indemnify the Seller Indemnified Parties pursuant to this Section 9.3 until the aggregate amount of all Damages suffered by the Seller Indemnified Parties exceeds $400,000.00, in which case Buyer shall be liable to the Seller Indemnified Parties for all Damages in excess of, but not including, such amount. (c) services and activities performed by Purchaser under Buyer’s obligation to indemnify the Assumed Contracts on and following the Effective Date; Seller Indemnified Parties shall not exceed an aggregate amount equal to $16,000,000.00. (d) any Assumed Liabilities and any other Buyer shall have no liability with respect to Section 9.3(a)(i) unless the Seller Indemnified Parties shall have, before the expiration of the applicable representation or obligation warranty pursuant to Section 9.1 of either Seller specifically assumed this Agreement, previously made a claim by Purchaser under this Agreement or any other Transaction Document (including without limitation any Adverse Consequences relating to, arising from, or in connection with Purchaser’s failure to render Management Services as provided herein in full satisfaction delivering a notice of Sellers’ obligations and liabilities under the Time Warner Transition Agreement and/or its failure to provide Management Services such claim in accordance with the directives and guidance given by Sellers); (e) employment of the Transferred Employees following the Closing Date; (f) operation of the Business by Purchaser or Purchaser’s ownership or use of the Acquired Assets on and after the Effective Date (including without limitation infringement by Purchaser of any third party’s intellectual property or intellectual property rights arising out of, relating to, or in connection with use of the Intellectual Property, and all taxes arising with respect this Article to periods beginning on or after the Effective Date); and (g) destruction, damage, or loss of any physical property owned or leased by Sellers resulting from Purchaser’s negligence in its use or occupation of Sellers’ principal place of business as provided herein; provided that in no event shall Purchaser indemnify Sellers for any Adverse Consequences either Seller has suffered or shall suffer arising out of, relating to or in connection with any conflict or breach of, or consent required to be obtained pursuant to, any other agreement or obligation of either Seller (including without limitation the Assumed Contracts) arising out of, relating to, or occurring in connection with this Agreement, any other Transaction Document, or the transactions contemplated hereby or therebyBuyer.

Indemnification Provisions for Seller’s Benefit. If In the Closing occursevent that any of Buyer’s representations or warranties contained Section 3(b) above, or elsewhere in this Agreement or in any document or certificate delivered to Company or Sellers by Buyer in connection with this Agreement, are breached, at any time at or before the Closing, or were inaccurate as of the Closing, or any of its covenants contained herein are breached and not cured at or before the Closing, and provided that either Seller Stockholders Representative makes a written claim for indemnification against Purchaser pursuant Buyer with respect to Section 14.4 below such breach after the Closing and within the survival period (if there is an applicable survival period pursuant to specified in Section 12.1 8(a) above), which written claim must specify then Buyer will indemnify each Seller from and against the factual basis entirety of the claim, the amount of such claim (if known) and the method of computation of such claim, all with reasonable specificity, Purchaser shall indemnify and hold Sellers harmless against all Adverse Consequences either Seller has suffered or shall suffer relating to, arising from, or in connection with: (a) the failure of Purchaser to perform its covenants, agreements, and obligations under this Agreement or any other Transaction Document; (b) the breach of any representation or warranty made by Purchaser under this Agreement or any other Transaction Document; (c) services and activities performed by Purchaser under the Assumed Contracts on and following the Effective Date; (d) any Assumed Liabilities and any other liability or obligation of either Seller specifically assumed by Purchaser under this Agreement or any other Transaction Document (including without limitation any Adverse Consequences relating to, arising from, or in connection with Purchaser’s failure to render Management Services as provided herein in full satisfaction of Sellers’ obligations and liabilities under the Time Warner Transition Agreement and/or its failure to provide Management Services in accordance with the directives and guidance given by Sellers); such Seller will suffer (e) employment of the Transferred Employees following the Closing Date; (f) operation of the Business by Purchaser or Purchaser’s ownership or use of the Acquired Assets on and including any Adverse Consequences suffered after the Effective Date (including without limitation infringement by Purchaser end of any third party’s intellectual property applicable survival period) caused proximately by the breach or intellectual property rights arising out ofinaccuracy, relating toprovided such indemnification, or if any, in connection with use of no event will exceed, in the Intellectual Property, and all taxes arising aggregate with respect to periods beginning on all Sellers, the Indemnification Ceiling or, with respect to any single Seller, such Seller’s Allocable Portion of the Indemnification Ceiling. To the extent that Adverse Consequences of all Sellers by reason of all such breaches and inaccuracies exceed the Indemnification Ceiling, or to the extent that Adverse Consequences of any single Seller by reason of all such breaches and inaccuracies exceed such Seller’s Allocable Portion of the Indemnification Ceiling, or to the extent that any such claims for indemnification are made after the Effective Date); and (g) destruction, damage, or loss end of any physical property owned or leased by Sellers resulting from Purchaser’s negligence in its use or occupation of Sellers’ principal place of business as provided herein; provided that in applicable survival period, Buyer will have no event shall Purchaser obligation to indemnify Sellers for any or such Seller, as the case may be, from and against such Adverse Consequences either Seller has suffered in excess of the Indemnification Ceiling or shall suffer arising out of, relating any single Seller’s Allocable Portion of the Indemnification Ceiling or that relate solely to or in connection with any conflict or breach of, or consent required to be obtained pursuant to, any other agreement or obligation a claim made after the end of either Seller (including without limitation the Assumed Contracts) arising out of, relating to, or occurring in connection with this Agreement, any other Transaction Document, or the transactions contemplated hereby or therebyapplicable survival period.

Indemnification Provisions for Seller’s Benefit. If In the Closing occursevent Buyer breaches (or in the event any third party alleges facts that, if true, would mean Buyer has breached) any of its representations, warranties, and covenants contained herein and, provided that either any Seller makes a written claim for indemnification against Purchaser Buyer pursuant to Section 14.4 below within the survival period (if there is an applicable survival period pursuant to Section 12.1 above)§ 11(g) below, which written claim must specify the factual basis of the claim, the amount of such claim (if known) and the method of computation of such claim, all with reasonable specificity, Purchaser then Buyer shall indemnify each Seller from and hold Sellers harmless against all Adverse Consequences either Seller has suffered or shall suffer relating to, arising from, or in connection with: (a) the failure entirety of Purchaser to perform its covenants, agreements, and obligations under this Agreement or any other Transaction Document; (b) the breach of any representation or warranty made by Purchaser under this Agreement or any other Transaction Document; (c) services and activities performed by Purchaser under the Assumed Contracts on and following the Effective Date; (d) any Assumed Liabilities and any other liability or obligation of either Seller specifically assumed by Purchaser under this Agreement or any other Transaction Document (including without limitation any Adverse Consequences relating to, arising suffered (including any Adverse Consequences suffered after the end of any applicable survival period) resulting from, or in connection with Purchaser’s failure to render Management Services as provided herein in full satisfaction of Sellers’ obligations and liabilities under the Time Warner Transition Agreement and/or its failure to provide Management Services in accordance with the directives and guidance given by Sellers); (e) employment of the Transferred Employees following the Closing Date; (f) operation of the Business by Purchaser or Purchaser’s ownership or use of the Acquired Assets on and after the Effective Date (including without limitation infringement by Purchaser of any third party’s intellectual property or intellectual property rights arising out of, relating to, or in connection with use of the Intellectual Property, and all taxes arising with respect to periods beginning on or after the Effective Date); and (g) destruction, damagenature of, or loss of any physical property owned caused by the breach (or leased by Sellers resulting from Purchaser’s negligence in its use or occupation of Sellers’ principal place of business as provided herein; provided that in the alleged breach). (i) In no event shall Purchaser Sellers be responsible for or in any way assume any obligation for or incur any Liability related to and Buyer shall be obligated to indemnify Sellers for Seller from and against the entirety of any Adverse Consequences either Seller has suffered or shall may suffer arising out ofresulting from, relating to or in connection with any conflict or breach of, or consent required to be obtained pursuant to, any other agreement or obligation of either Seller (including without limitation the Assumed Contracts) arising out of, relating to, in the nature of, or occurring caused by any of the following events which events must occur after the Closing Date, provided such Liabilities or obligations do and arise out of the gross negligence or intentional misconduct of Xx. Xxxxx in her role with the business after the Closing herein: (A) any Liabilities or obligations of Buyer or any Company including, without limitation, any personal obligations of any shareholder or member of any Company incurred in any capacity, including those arising out of any claim, litigation or proceeding, or any contract, license, commitment or other agreement relating to the operations of the Companies or the occurrence of any event which occurred after the Closing Date including, without limitation, Accounts Payable of any Company that arise or accrue after the Closing Date; (B) any Liability or obligation, including without limitation, any Liability or obligation arising out of or relating to future actions, litigations, suits, enforcement actions, proceedings, arbitrations or Governmental Authority investigations, audits or otherwise, including, without limitation, demand or directive letters or correspondence, or of notice regarding any of the foregoing involving the Buyer or any Company and/or any officer, director, shareholder, member, employee or agent of any of the foregoing, to the extent the foregoing relate to events, acts or omissions arising after the Closing Date; (C) any Liability or obligation, in contract, tort, including without limitation, any claims related to professional liability or for violation of any law by any Buyer or any Company, or any officer, director, shareholder, member, employee, independent contractor or agent of any of the foregoing, that arises out of or results from any act, omission, occurrence or state of facts after the Closing Date; (D) any compensation obligations or any Liabilities or obligations of Buyer or any Company, arising out of or in connection with this Agreementany Employee Benefit Plan or any other Liabilities or obligations of Buyer or any Company to any employees with respect to his or her service to the Buyer or the Companies after the Closing Date; (E) any Liabilities or obligations of Buyer or the Companies for indebtedness for borrowed money, including, but not limited to, any and all liabilities and obligations related to real estate financings, credit facilities, term loans, and any and all obligations to any secured party which arose after the Closing Date; (F) any Liabilities or obligations of Buyer or the Companies related to the leases and other Transaction Documentagreements set forth in Schedule 4(aa) of the Disclosure Schedule which arose after the Closing Date; (G) any and all Medicare, Medicaid and other Payor obligations of any Buyer or any Company arising from any acts or omissions for any period after the Closing Date; or (H) any other liabilities or obligations of any nature relating to the operations of the businesses conducted by any Buyer or any Company, or the transactions contemplated hereby occurrence of any event, on or therebyafter the Closing Date.

Indemnification Provisions for Seller’s Benefit. If (i) In the Closing occursevent the Buyer breaches any of its representations, warranties, and covenants contained in this Agreement, and, provided that either Seller makes a written claim for indemnification against Purchaser Buyer pursuant to Section 14.4 §10(g) below within the survival period (if there is an applicable survival period pursuant to Section 12.1 above)Survival Period, which written claim must specify the factual basis of the claim, the amount of such claim (if known) and the method of computation of such claim, all with reasonable specificity, Purchaser then Buyer shall indemnify the Seller from and hold Sellers harmless against all the entirety of any Adverse Consequences either Seller has suffered or shall suffer relating to(but excluding any Adverse Consequences Seller shall suffer after the end of any applicable Survival Period and any incidental, arising fromconsequential or special Adverse Consequences) caused by the breach; provided, or in connection with: (a) however, that the failure of Purchaser Buyer shall not have any obligation to perform its covenants, agreements, indemnify the Seller from and obligations under this Agreement or against any other Transaction Document; (b) Adverse Consequences caused by the breach of any representation representations or warranty made by Purchaser under warranties contained in this Agreement (A) until Seller has suffered Adverse Consequences by reason of an individual breach in excess of $10,000, (B) until all such individual breaches equal to or in excess of $10,000 exceed a deductible of $100,000 (after which point Buyer will be obligated only to indemnify Seller from and against further such Adverse Consequences) and thereafter (C) to the extent the Adverse Consequences Seller has suffered by reason of any other Transaction Document; and all such breaches exceeds a $800,000 aggregate ceiling (cafter which point Buyer will have no obligation to indemnify Seller from and against further such Adverse Consequences) services (D) to the extent that the Adverse Consequences arise from any matter of which Seller had actual Knowledge or did not have actual Knowledge due to Seller’s gross negligence at or prior to the Closing. (ii) Buyer shall indemnify Seller from and activities performed by Purchaser under against the Assumed Contracts on and following the Effective Date; (d) any Assumed Liabilities and any other liability or obligation entirety of either Seller specifically assumed by Purchaser under this Agreement or any other Transaction Document (including without limitation any Adverse Consequences relating to, arising from, suffered that are caused by any liability of Seller that is an Assumed Liability or in connection that are associated with Purchaser’s failure to render Management Services as provided herein in full satisfaction of Sellers’ obligations and liabilities under or arise from the Time Warner Transition Agreement and/or its failure to provide Management Services in accordance with the directives and guidance given by Sellers); (e) employment of the Transferred Employees following the Closing Date; (f) operation of the Business by Purchaser or Purchaser’s ownership sale or use of the Acquired Assets on and after the Effective Date (Closing, including without limitation infringement by Purchaser of any third party’s intellectual property or intellectual property rights arising out of, relating to, or in connection with use of the Intellectual Property, and all taxes arising with respect to periods beginning on or after the Effective Date); and (g) destruction, damage, or loss of any physical property owned or leased by Sellers resulting from Purchaser’s negligence in its use or occupation of Sellers’ principal place of business as provided herein; provided that in no event shall Purchaser indemnify Sellers for any Adverse Consequences either Seller has suffered or shall suffer arising out of, relating to or in connection with any conflict or breach of, or consent required to be obtained pursuant to, any other agreement or obligation of either Seller (including without limitation the Assumed Contracts) arising out of, relating to, or occurring in connection with this Agreement, any other Transaction Document, or the transactions contemplated hereby or therebythird party claims.

Indemnification Provisions for Seller’s Benefit. If the Closing occurs(a) Buyer shall be obligated to indemnify, defend and hold harmless Sellers, their Affiliates, and provided their respective permitted successors and assigns, stockholders, officers, directors, employees, agents, and representatives (the “Seller Indemnitees”) from and against the entirety of any Adverse Consequences they may suffer (including any Adverse Consequences they may suffer after the end of any applicable survival period) resulting from, arising out of, relating to or caused by (i) the breach of any representation or warranty of Buyer under this Agreement or any of the other Transaction Documents, (ii) the Environmental Liabilities, (iii) the Assumed Liabilities, and (iv) the nonperformance in accordance with its terms of any covenant or agreement made by Buyer under this Agreement or any of the other Transaction Documents or any breach of Buyer’s covenants in this Agreement or any of the other Transaction Documents; provided, however, that either Buyer shall not have any obligation to indemnify the Seller makes Indemnitees under this Section 10.3 unless Sellers make a written claim for indemnification against Purchaser Buyer pursuant to Section 14.4 below 11.7 within the survival period (if there is an applicable survival period period) pursuant to Section 12.1 above), which written claim must specify 10.1. To the factual basis of the claim, the amount of such claim (if known) and the method of computation of such claim, all with reasonable specificity, Purchaser shall indemnify and hold Sellers harmless against all Adverse Consequences either Seller has suffered or shall suffer relating to, arising from, or in connection with: (a) the failure of Purchaser to perform its covenants, agreements, and obligations under this Agreement or any other Transaction Document; (b) the breach of extent any representation or warranty is qualified by reference to materiality or a Material Adverse Effect, such representation or warranty shall be treated as if it did not contain any limitation as to materiality or Material Adverse Effect for the purposes of determining the amount of Adverse Consequences. (b) Prior to the fifth (5th) anniversary of the Closing Date, Buyer’s indemnification obligations with respect to Section 10.3(a)(ii) shall be limited to (i) the Seller Environmental Threshold Amount and (ii) Adverse Consequences in excess of the Seller Indemnity Cap. On and after the fifth (5th) anniversary of the Closing Date, Buyer shall indemnify the Seller Indemnitees for all Adverse Consequences with respect to the Environmental Liabilities for which a claim for indemnification was not made by Purchaser under this Agreement the Buyer Indemnitees on or any other Transaction Document; prior to the fifth (5th) anniversary of the Closing Date or for which a claim for indemnification that was made exceeds the Seller Indemnity Cap. (c) services and activities performed by Purchaser under Prior to the Assumed Contracts on and following the Effective Date; eighteen (d18) any Assumed Liabilities and any other liability or obligation month anniversary of either Seller specifically assumed by Purchaser under this Agreement or any other Transaction Document (including without limitation any Adverse Consequences relating to, arising from, or in connection with Purchaser’s failure to render Management Services as provided herein in full satisfaction of Sellers’ obligations and liabilities under the Time Warner Transition Agreement and/or its failure to provide Management Services in accordance with the directives and guidance given by Sellers); (e) employment of the Transferred Employees following the Closing Date; (f) operation of the Business by Purchaser or Purchaser, Buyer’s ownership or use of the Acquired Assets on and after the Effective Date (including without limitation infringement by Purchaser of any third party’s intellectual property or intellectual property rights arising out of, relating to, or in connection with use of the Intellectual Property, and all taxes arising indemnification obligations with respect to periods beginning on or after Section 10.3(a)(iii) for Unknown Liabilities shall be limited to (i) the Effective Date); Seller Unknown Liability Threshold Amount and (gii) destruction, damage, or loss of any physical property owned or leased by Sellers resulting from Purchaser’s negligence in its use or occupation of Sellers’ principal place of business as provided herein; provided that in no event shall Purchaser indemnify Sellers for any Adverse Consequences either in excess of the Seller has suffered or shall suffer arising out of, relating to or in connection with any conflict or breach of, or consent required to be obtained pursuant to, any other agreement or obligation of either Seller (including without limitation the Assumed Contracts) arising out of, relating to, or occurring in connection with this Agreement, any other Transaction Document, or the transactions contemplated hereby or therebyIndemnity Cap.