Common use of Limitations and Requirements Clause in Contracts

Limitations and Requirements. (a) Schafir shall have no obligation to indemnify Parent or any other person against Damages pursuant to Section 10.1 of this Agreement unless and until the aggregate of all such Damages suffered or incurred by Parent and such persons exceeds $30,000 (the "Deductible") (The Deductible represents the total combined amount as a result of this Agreement and the two (2) other Agreements and Plans of Merger by and among Parent, Schafir and other parties dated the same date hereof); in which event Parent and such persons shall be entitled to indemnification for all Damages suffered or incurred in excess of the Deductible. (b) Except as expressly provided herein, Schafir shall have no rights, hereunder or otherwise, to indemnification or contribution from Company with respect to any matter arising prior to the date of this Agreement, including, without limitation, any inaccuracy in or breach of any representation or warranty of Company made in or pursuant to this Agreement or any Company Transaction Document, or any breach or nonfulfillment of any covenant or obligation of Company contained in this Agreement or any Company Transaction Document, and Schafir hereby irrevocably releases Company from any liability for any such claim; provided, however, that the foregoing shall not be deemed to release or waive: (i) any claim for indemnification, whether already arisen or yet to arrive, to which Schafir otherwise would be entitled by virtue of or in connection with his service as an officer and director of Company pursuant to applicable statutes or as described in Company's articles or by-laws; or (ii) any claim arising under the Employment Agreement, or any other agreement, arrangement or relationship existing by and between Schafir and Company after the date of this Agreement. (c) The indemnification provided in this Section 10 shall constitute the sole remedy of the parties for any breach of this Agreement, however, the indemnification obligations of the parties contained herein are not intended to waive or preclude any claims, rights or remedies based other than in contract which may exist at law (whether statutory or otherwise) or in equity with respect to the matters covered by the indemnifications. (d) The maximum amount of the aggregate indemnification obligations of Schafir hereunder shall be $3,000,000.00. The maximum amount represents the total combined amount as a result of this Agreement and the two (2) other Agreements and Plans of Merger by and among Parent, Schafir and other parties dated the same date hereof. (e) No claim for indemnification against Schafir hereunder shall be made after the third anniversary of the Effective Time. (f) In determining the amount of any inter-party claim under this Section 10, the same will be reduced by any proceeds actually received under insurance policies covering such claim and by the amount of any deduction, credit or other favorable tax effect to the Indemnified Party resulting from such claim. (g) From and after the Effective Time, through the sixth (6th) anniversary thereof, Parent shall cause the Surviving Corporation to maintain all rights of indemnification (including advancement of expenses and exculpation) existing in favor of the current and former officers and directors of Company on terms not less favorable than those provided in the Articles of Incorporation and By-Laws of the Company with respect to matters occurring prior to the Effective Time, subject to the limitations of applicable law. Such obligation shall be binding on the successors and assigns of the Surviving Company, whether by merger or otherwise. Notwithstanding anything in this Section 10(g) to the contrary, this right of indemnification shall only relate to the current and former officers' and directors' service as an officer and/or director of Company.

Limitations and Requirements. (a) Schafir Common Stock Sellers shall have no obligation to indemnify Parent Company, Buyer or any other person against Damages pursuant to Section 10.1 14.1 of this Agreement unless and until the aggregate of all such Damages suffered or incurred by Parent Company, Buyer and such persons exceeds $30,000 (the "Deductible") (The Deductible represents the total combined amount as a result of this Agreement and the two (2) other Agreements and Plans of Merger by and among Parent, Schafir and other parties dated the same date hereof)250,000.00; in which event Parent Company, Buyer and such persons shall be entitled to indemnification for the full amount of all Damages suffered or incurred to the extent such Damages exceed $100,000.00 up to the maximum amount set forth in excess the following sentence. The Common Stock Sellers' aggregate liability to Company, Buyer and such persons under the indemnification obligations set forth in Section 14.1 shall in no event exceed the dollar amount payable to the Common Stock Sellers upon exercise of the Deductibleput and call options pursuant to the Option Agreement referred to above in Section 2.3. Provided, however, that any Damages pursuant to Section 14.1 directly resulting from the actual fraud of any of the Common Stock Sellers or from a breach of any of the representations and warranties set forth in Section 3 of this Agreement shall not be subject to the limitations set forth above in this Section 14.6(a). (b) Common Stock Sellers shall have no obligation to indemnify Buyer, Company or such persons unless written notice of the claim with respect to which such indemnification is sought, is given in the manner provided in this Agreement, by the party seeking such indemnification, to the Seller(s) from whom such indemnification is sought within three (3) years following the Closing. (c) Except as expressly provided herein, Schafir Sellers shall have no rights, hereunder or otherwise, to indemnification or contribution from Company with respect to any matter arising prior to the date of this Agreement, including, without limitation, any inaccuracy in or breach of any representation or warranty of Company made in or pursuant to this Agreement or any Company Transaction Document, or any breach or nonfulfillment of any covenant or obligation of Company contained in this Agreement or any Company Transaction Document, and Schafir Sellers hereby irrevocably releases Company from any liability for any such claim; providedclaim (but only to the extent permitted by applicable law, however, that the foregoing shall not be deemed to release or waive: (i) any claim for indemnification, whether already arisen or yet to arrive, to which Schafir otherwise would be entitled by virtue including Section 412 of or in connection with his service as an officer and director of Company pursuant to applicable statutes or as described in Company's articles or by-laws; or (ii) any claim arising under the Employment Agreement, or any other agreement, arrangement or relationship existing by and between Schafir and Company after the date of this AgreementERISA). (cd) The indemnification provided in this Section 10 shall constitute the sole remedy of the parties for any breach of this Agreement, however, the indemnification obligations of the parties contained herein are not intended to waive or preclude any other claims, rights or remedies based other than in contract which may exist at law (whether statutory or otherwise) or in equity with respect to the matters covered by the indemnifications. (de) The maximum amount of the aggregate indemnification obligations of Schafir hereunder shall be $3,000,000.00. The maximum amount represents the total combined amount as a result Notwithstanding any other provision of this Agreement and or the two Option Agreement, the Company's Adjusted EBITDA (2as defined in the Option Agreement) other Agreements and Plans of Merger by and among Parent, Schafir and other parties dated the same date hereof. (e) No claim for indemnification against Schafir hereunder shall be made after increased by an amount equal to the third anniversary amount of any Damages so indemnified by Common Stock Sellers, provided that such Damages relate to an item or matter that decreased (or if not so indemnified by Common Stock Sellers would have decreased) the Effective TimeCompany's Adjusted EBITDA. (f) In determining the amount Notwithstanding any other provision of this Agreement, in no event shall Common Stock Sellers have any inter-party claim under this Section 10, the same will be reduced by any proceeds actually received under insurance policies covering such claim and by the amount of any deduction, credit or other favorable tax effect obligation to the Indemnified Party resulting from such claim. (g) From and after the Effective Time, through the sixth (6th) anniversary thereof, Parent shall cause the Surviving Corporation to maintain all rights of indemnification (including advancement of expenses and exculpation) existing in favor of the current and former officers and directors of Company on terms not less favorable than those provided in the Articles of Incorporation and By-Laws of the Company indemnify Buyer with respect to matters occurring a breach of the representations and warranties contained in Section 5, if, at or prior to the Effective TimeClosing, subject to the limitations of applicable law. Such obligation shall be binding on the successors and assigns Buyer had actual knowledge of the Surviving Company, whether by merger breach based on written information provided to Buyer or otherwise. Notwithstanding anything the existence of such breach had been disclosed in this Section 10(g) writing to the contrary, this right of indemnification shall only relate to the current and former officers' and directors' service as an officer and/or director of CompanyBuyer.

Limitations and Requirements. (a) Schafir Sellers shall have no obligation to indemnify Parent Buyer or any other person against Damages pursuant to Section 10.1 12.1(a) or (b) of this Agreement arising out of or based upon any breach of any representation, warranty or covenant made in or pursuant to this Agreement or any Seller Transaction Document or Company Transaction Document unless and until the aggregate of all such Damages suffered or incurred by Parent Company, Buyer and such persons exceeds $30,000 200,000 (the "Deductible") (The Deductible represents the total combined amount as a result of this Agreement and the two (2) other Agreements and Plans of Merger by and among Parent, Schafir and other parties dated the same date hereof); in which event Parent Company, Buyer and such persons shall be entitled to indemnification for the full amount of all Damages up to the Cap (hereinafter defined) suffered or incurred in excess of $200,000; provided, however, that the Deductibleabove limitation shall not be applicable to any claim for Damages based upon a willful breach of any representation or warranty, or upon a breach of any representation or warranty made in or pursuant to Sections 4.3, 5.4 or 5.19 hereof or the covenants in Sections 7.2 and 10.4; provided further that the Deductible for breach of the representations and warranties in Section 5.19 in so far as they relate to income Taxes shall be $10,000. (b) In the absence of fraud, Sellers shall not be obligated to indemnify Buyer or any other person against Damages pursuant to Section 12.1 of this Agreement arising out of or based upon any inaccuracy in or breach of any representation or warranty made in or pursuant to this Agreement or any Seller Transaction Document or Company Transaction Document to the extent that payments thereof by Sellers to Buyer or other Indemnified Parties or reasonably paid to third parties for the benefit of Buyer pursuant to the terms of this Agreement exceed $3,000,000 (the "Cap") in the aggregate; provided, however, that the above limitation shall not be applicable to any claim for Damages based upon a willful breach of any representation or warranty, or upon a breach of any representation or warranty made in or pursuant to Sections 4.3, 5.4 or 5.19 hereof. On the first and each subsequent anniversary of the Closing Date, the remaining Cap shall be reduced by a sum equal to $750,000, less the amount of pending indemnity claims. (c) Except as may otherwise expressly be provided hereinin this Agreement, Schafir no claim arising out of or based upon any inaccuracy in or breach of any representation, warranty or covenant contained in this Agreement or any Transaction Document shall be made unless a claim arises and written notice pursuant to Section 12.3 is delivered to the Indemnifying Party on or before the Survival Date set forth therein. (d) Sellers shall have no rights, hereunder or otherwise, to make any claim, whether for indemnification or contribution from or otherwise, against the Company with respect to any matter arising prior to the date of this Agreement, including, without limitation, (i) any inaccuracy in or breach of any representation or warranty of Sellers or Company made in or pursuant to this Agreement or any Company Transaction Document, or (ii) any breach or nonfulfillment non-fulfillment of any covenant or obligation of Sellers or Company contained in this Agreement or any Company Transaction Document; or (iii) any matter arising entirely from events occurring prior to Closing, and Schafir as to which matters the Sellers hereby irrevocably releases release the Company from liability. (e) Notwithstanding any liability for any such claim; providedother provision of this Agreement, however, that the foregoing Sellers shall not be deemed liable for any Damages suffered by a Buyer to release the extent that an amount has been reserved, provided or waive:allowed for in the Balance Sheet of the Company, and no party shall be required to pay Damages with respect to any claim which is contingent unless and until such contingent claim becomes an actual liability of the indemnified party and is due and payable, so long as such claim was timely submitted pursuant to this Section 12. (f) Notwithstanding any other provision of this Agreement, an indemnified party's liability under this Section 12 shall be reduced and limited to the extent that the liability results from a failure on the part of any indemnified party or any Affiliate to exercise good faith in not jeopardizing or prejudicing the interests of the indemnifying party or otherwise arises out of any action taken or omitted to be taken by an indemnified party or its Affiliates. (g) No party to this Agreement, nor any Indemnified Party, shall seek or be entitled to damages for lost profits, harm or injury to reputation or lost opportunities in any claim for indemnification under this Section 12, nor shall such party or Indemnified Party accept payment of any award or judgement for such indemnification to the extent that such award or judgement includes such damages. (h) Notwithstanding anything herein to the contrary, the Sellers shall not be liable for indemnification pursuant to Section 12.1 to the extent that there exists insurance or other third party indemnity obligations which would otherwise diminish the amount of damages, and then only unless and until the Company shall have used commercially reasonable efforts to collect under such insurance or other indemnity obligation; provided that in the event an Indemnifying Party makes and indemnification payment hereunder for a claim that is the subject of a later insurance or indemnity payment by a third party, the Indemnified Party will pay over to the Indemnifying Party the lesser of (i) the amount of such insurance or third party indemnity payment (net of any costs of collection) or (ii) the amount paid by the Indemnifying Party in respect of such claim. (i) any claim for indemnification, whether already arisen or yet to arrive, to which Schafir otherwise would be entitled by virtue of or in connection with his service as an officer and director of Company pursuant to applicable statutes or as described in Company's articles or by-laws; or (ii) any claim arising under the Employment Agreement, or any other agreement, arrangement or relationship existing by and between Schafir and Company after the date of this Agreement. (c) The indemnification provided in this Section 10 12 shall constitute the sole exclusive remedy for breach of the parties for representations, warranties, covenants and agreements contained in this Agreement and any breach other matters arising out of, relating to or connected with this Agreement or the transactions contemplated hereby, and whether any claims or causes of this Agreement, however, the indemnification obligations of the parties contained herein are not intended to waive or preclude any claims, rights or remedies based other than in contract which may exist at law (whether statutory or otherwise) or in equity action asserted with respect to the such matters covered by the indemnifications. (d) The maximum amount of the aggregate indemnification obligations of Schafir hereunder shall be $3,000,000.00. The maximum amount represents the total combined amount as a result of this Agreement and the two (2) are brought in contact, tort or any other Agreements and Plans of Merger by and among Parent, Schafir and other parties dated the same date hereof. (e) No claim for indemnification against Schafir hereunder shall be made after the third anniversary of the Effective Time. (f) In determining the amount of any inter-party claim under this Section 10, the same will be reduced by any proceeds actually received under insurance policies covering such claim and by the amount of any deduction, credit or other favorable tax effect to the Indemnified Party resulting from such claim. (g) From and after the Effective Time, through the sixth (6th) anniversary thereof, Parent shall cause the Surviving Corporation to maintain all rights of indemnification (including advancement of expenses and exculpation) existing in favor of the current and former officers and directors of Company on terms not less favorable than those provided in the Articles of Incorporation and By-Laws of the Company with respect to matters occurring prior to the Effective Time, subject to the limitations of applicable law. Such obligation shall be binding on the successors and assigns of the Surviving Company, whether by merger or otherwiselegal theory whatsoever. Notwithstanding anything the forgoing sentence, nothing in this Section 10(g12.5(e) to shall in any way limit the contrary, this right rights or any of indemnification shall only relate to the current and former officers' and directors' service as an officer and/or director remedies that the parties may seek against each other in the event of Companyfraud.

Limitations and Requirements. (a) Schafir Seller and Shareholders shall have no obligation to indemnify Parent or any other person the Buyer Indemnitees against Damages pursuant to Section 10.1 7.1(a) of this Agreement unless and until the aggregate of all such Damages suffered or incurred by Parent and such persons exceeds $30,000 10,000 (the "Deductible") (The Deductible represents the total combined amount as a result of this Agreement and the two (2) other Agreements and Plans of Merger by and among Parent“Indemnification Basket”), Schafir and other parties dated the same date hereof); in which event Parent and such persons the Buyer Indemnitees shall be entitled to indemnification for all Damages suffered incurred; provided, however, that the above limitation shall not be applicable to any claim for Damages based upon any inaccuracy or incurred breach of any representation or warranty made in excess or pursuant to Sections 3.2, 3.9, 3.10, 3.15, 3.17, 3.18, 3.22, 3.25, or 4.1 (the “Fundamental Representations”) or Sections 7.1(b) through (h) or to matters arising out of any fraud or intentional misrepresentation of Seller or any Shareholder. The maximum aggregate amount for which Seller and Shareholders shall be obligated to indemnify the DeductibleBuyer Indemnitees against Damages pursuant to Section 7.1(a) (excluding Damages in respect of any inaccuracy in or breach of any Fundamental Representation or Sections 7.1(b) through (h), or in respect of any matters arising out of any fraud or intentional misrepresentation of Seller or any Shareholder) shall be limited to $600,000. (b) Except as expressly provided hereinNo claim pursuant to Section 7.1(a) or Section 7.2(a) or otherwise in respect of any inaccuracy in or breach of a representation or warranty of this Agreement (except to the extent that any such claim can be made for any other reason under Section 7.1 or Section 7.2 or other provision of this Agreement), Schafir shall be made unless written notice pursuant to Section 7.3 is delivered to the Indemnifying Party within two years after the Closing Date; provided, that any such claim arising out of or based upon any inaccuracy in or breach of any Fundamental Representation may be made at any time before the expiration of the longest statute of limitations period applicable to an action brought by any Person with respect to the matters forming the basis for such a claim. (c) Buyer and Parent shall have no rightsobligation to indemnify Seller or Shareholders against Damages pursuant to Section 7.2(a) unless and until the aggregate amount of Damages for which Buyer would otherwise be obligated to indemnify Seller Indemnitees shall exceed the Indemnification Basket, hereunder or otherwiseand then Buyer shall be liable for all such Damages; provided, to indemnification or contribution from Company with respect however, that the above limitation shall not be applicable to any matter claim for Damages based upon any inaccuracy or breach of any representation or warranty made in or pursuant to Section 5.2 or Sections 7.2(b) and (c) or to matters arising prior out of any fraud or intentional misrepresentation of Parent or Buyer. The maximum aggregate amount of the Buyer’s obligation to the date indemnify Seller Indemnitees against Damages pursuant to Section 7.2(a) (excluding Damages in respect of this Agreement, including, without limitation, any inaccuracy in or breach of any representation or warranty of Company made in or pursuant to this Agreement Section 5.2 or Sections 7.2(b) and (c), or in respect of any matters arising out of any fraud or intentional misrepresentation of Parent or Buyer) shall be limited to $600,000. (d) Buyer or Parent, on behalf of itself and any other Buyer Indemnitee and upon notice to Seller and the Shareholders, may set off any amount to which it or any Company Buyer Indemnitee may be entitled under any Transaction Document, including any amounts owed by Seller or Shareholders pursuant to this Article 7, against any breach of the Deferred Payment Obligations payable under Section 2.7(b). Neither the exercise of nor the failure to exercise such right of set off will consitute an election of remedies or nonfulfillment limit Buyer in any manner in the enforcement of any covenant other remedies that may be available to it. (e) For purposes of this Article 7, in determining whether there has been a breach of any representation or obligation of Company contained warranty set forth in this Agreement or any Company other Transaction Document, and Schafir hereby irrevocably releases Company from any liability for any such claim; provided, however, that the foregoing shall not be deemed to release or waive: (i) any claim for indemnification, whether already arisen or yet to arrive, to which Schafir otherwise would be entitled by virtue of or in connection with his service as an officer and director of Company pursuant to applicable statutes or as described in Company's articles or by-laws; or (ii) any claim arising under the Employment Agreement, or any other agreement, arrangement or relationship existing by and between Schafir and Company after the date of this Agreement. (c) The indemnification provided in this Section 10 shall constitute the sole remedy of the parties for any breach of this Agreement, however, the indemnification obligations of the parties contained herein are not intended to waive or preclude any claims, rights or remedies based other than in contract which may exist at law (whether statutory or otherwise) or in equity with respect to the matters covered by the indemnifications. (d) The maximum amount of the aggregate indemnification obligations of Schafir hereunder shall be $3,000,000.00. The maximum amount represents the total combined amount as a result of this Agreement and the two (2) other Agreements and Plans of Merger by and among Parent, Schafir and other parties dated the same date hereof. (e) No claim for indemnification against Schafir hereunder shall be made after the third anniversary of the Effective Time. (f) In determining the amount of any inter-party claim under this Section 10Damages related to a breach of such representation or warranty, the same will be reduced by any proceeds actually received under insurance policies covering such claim and by the amount of any deduction, credit or other favorable tax effect qualifications as to the Indemnified Party resulting from materiality of such claim. matters or whether or not any breach results or may result in a Material Adverse Effect (gor words of similar import) From and after the Effective Time, through the sixth (6th) anniversary thereof, Parent shall cause the Surviving Corporation to maintain all rights of indemnification (including advancement of expenses and exculpation) existing set forth in favor of the current and former officers and directors of Company on terms not less favorable than those provided in the Articles of Incorporation and By-Laws of the Company with respect to matters occurring prior to the Effective Time, subject to the limitations of applicable law. Such obligation such representation or warranty shall be binding on the successors and assigns of the Surviving Company, whether by merger or otherwise. Notwithstanding anything in this Section 10(g) to the contrary, this right of indemnification shall only relate to the current and former officers' and directors' service as an officer and/or director of Companydisregarded.

Limitations and Requirements. Notwithstanding any other provision hereof: (a) Schafir The Sellers shall have no obligation not be liable to indemnify Parent or the Purchaser Indemnified Parties with respect to any other person against Damages claim for indemnification pursuant to clause (i) of Section 10.1 8.2(a) and the Purchaser shall not be liable to the Seller Indemnified Parties with respect to any claim for indemnification pursuant to clause (i) of this Agreement Section 8.2(b) unless and until the aggregate amount of all such Damages suffered or incurred by Parent and such persons Indemnified Liabilities of the Indemnified Parties that would otherwise be indemnifiable hereunder exceeds one hundred thousand dollars ($30,000 100,000) (the "Deductible") (The Deductible represents “Basket”), whereupon the total combined full amount as a result of this Agreement and the two (2) other Agreements and Plans of Merger by and among Parent, Schafir and other parties dated the same date hereof); in which event Parent and such persons shall be entitled to indemnification for all Damages suffered or incurred Indemnified Liabilities in excess of the DeductibleBasket shall be recoverable by the Indemnified Parties subject to Section 8.8(b) below; provided that the Basket shall not apply (x) towards any breach of any Fundamental Company Representation or Fundamental Purchaser Representation or (y) in the case of fraud, willful misconduct or willful concealment as contemplated by Section 8.8(c). (b) Except In no event shall the aggregate amount of such liability of the Sellers to the Purchaser Indemnified Parties with respect to any claim for indemnification pursuant to Article VIII and Article IX or the Purchaser to the Seller Indemnified Parties with respect to any claim for indemnification pursuant to Article VIII exceed an amount (inclusive of any disbursements from the Escrow Account) equal to five million dollars ($5,000,000) (the “Cap”); provided that the Cap shall not apply (x) with respect to any breach of any of the representations made by the Sellers in Section 3.4 or Section 4.3 or (y) in the case of fraud, willful misconduct or willful concealment as expressly provided hereincontemplated by Section 8.8(c). (c) In the absence of fraud, Schafir willful misconduct or willful concealment, each party’s indemnification obligations under this Article VIII and Article IX shall have no rights, hereunder or otherwise, to indemnification or contribution be the other parties’ sole and exclusive remedy from Company and after the Closing with respect to any matter arising prior to the date of this Agreement, including, without limitation, from any inaccuracy in or breach of any representation representation, warranty, covenant or warranty agreement set forth in this Agreement. In furtherance of Company made in the foregoing, except with respect to Section 11.9, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Agreement Article VIII or IX. Nothing in this Section 8.8 shall limit any Company Transaction DocumentPerson's right to seek and obtain any equitable relief to which any Person shall be entitled pursuant to Section 11.9 or to seek any remedy on account of fraud, willful misconduct or willful concealment by any breach or nonfulfillment party hereto. (d) Payments by an Indemnifying Party pursuant to Section 8.2 in respect of any covenant or obligation Loss shall be limited to the amount of Company contained in this Agreement or any Company Transaction Document, and Schafir hereby irrevocably releases Company from any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnified Party (or the Company) in respect of any such claim (in each case calculated net of any actual collection costs and reserves, deductibles, premium adjustments and retrospectively rated premiums). The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any such claim; provided, however, that the foregoing shall not be deemed Losses prior to release or waive: (i) any claim for indemnification, whether already arisen or yet to arrive, to which Schafir otherwise would be entitled by virtue of or in connection with his service as an officer and director of Company pursuant to applicable statutes or as described in Company's articles or by-laws; or (ii) any claim arising seeking indemnification under the Employment Agreement, or any other agreement, arrangement or relationship existing by and between Schafir and Company after the date of this Agreement. (ce) The indemnification provided in this Section 10 shall constitute the sole remedy of the parties for any breach of this Agreement, however, the indemnification obligations of the parties contained herein are not intended in this Article VIII and Article IX shall remain in effect regardless of any investigation made by or on behalf of the party seeking indemnification hereunder or any officer, director or controlling person of such party, and any knowledge of such party on or prior to waive or preclude the Closing Date relating to any claimsmatter for which such party seeks indemnification hereunder shall in no way limit such party’s rights under this Article VIII, rights or remedies based other than in contract which may exist at law (whether statutory Article IX or otherwise) or in equity with respect to the matters covered by the indemnifications. (d) The maximum amount of the aggregate indemnification obligations of Schafir hereunder shall be $3,000,000.00. The maximum amount represents the total combined amount as a result of this Agreement and the two (2) other Agreements and Plans of Merger by and among Parent, Schafir and other parties dated the same date hereof. (e) No claim for indemnification against Schafir hereunder shall be made after the third anniversary of the Effective Time. (f) In Any indemnification payment for Indemnified Liabilities or Taxes under this Article VIII and Article IX shall be paid by the Indemnifying Party net of any Tax benefit arising from the Indemnified Liabilities or Taxes that are realized in cash (or as a reduction in Taxes payable) by the Indemnified Party in the taxable year such Indemnified Liabilities or Taxes were incurred or sustained for income tax purposes and the succeeding taxable year. (g) For the purposes of this Article VIII and Article IX, in (i) determining whether there has been a breach of any representation, warranty, covenant or agreement, and (ii) determining the amount of any inter-party claim under this Section 10Indemnified Liabilities related to a breach of a representation or warranty, the same will be reduced by any proceeds actually received under insurance policies covering such claim and by the amount of any deduction, credit or other favorable tax effect qualifications as to the Indemnified Party resulting from materiality of such claim. matters (gor words of similar import) From and after the Effective Time, through the sixth (6th) anniversary thereof, Parent shall cause the Surviving Corporation to maintain all rights of indemnification (including advancement of expenses and exculpation“Material Adverse Effect”) existing in favor of the current and former officers and directors of Company on terms not less favorable than those provided set forth in the Articles of Incorporation representations and By-Laws of the Company with respect to matters occurring prior to the Effective Time, subject to the limitations of applicable law. Such obligation warranties shall be binding on the successors and assigns of the Surviving Company, whether by merger or otherwise. Notwithstanding anything in this Section 10(g) to the contrary, this right of indemnification shall only relate to the current and former officers' and directors' service as an officer and/or director of Companydisregarded.

Limitations and Requirements. Notwithstanding any other provision hereof: (a) Schafir The Seller and the Seller Owners shall have no obligation not be liable to indemnify Parent or the Purchaser Indemnified Parties with respect to any other person against Damages claim for indemnification pursuant to Section 10.1 8.2(a)(i) of this Agreement unless and until the aggregate amount of all such Damages suffered or incurred by Parent and such persons Purchaser Indemnified Liabilities of the Purchaser Indemnified Parties that would otherwise be indemnifiable hereunder exceeds $30,000 519,375 (the "Deductible") (The Deductible represents “Basket”), whereupon the total combined amount as a result of this Agreement and the two (2) other Agreements and Plans of Merger by and among Parent, Schafir and other parties dated the same date hereof); in which event Parent and such persons shall Purchaser Indemnified Parties will only be entitled to indemnification for all Damages suffered or incurred Losses pursuant to Section 8.2(a)(i) in excess of the DeductibleBasket and up to a maximum of the Indemnity Escrow Amount (the “General Indemnity Cap”); provided, that the Basket and the General Indemnity Cap shall not apply towards any breach of any representations or warranties in any Related Document, the Fundamental Representation herein or in the case of Fraud as contemplated by Section 8.6(d). (b) Except In no event shall the aggregate amount of the liability of the Seller or the Seller Owners to the Purchaser Indemnified Parties with respect to all claims for indemnification pursuant to Section 8.2(a) of this Agreement, collectively, exceed an amount equal to the aggregate Closing Consideration received by the Seller or the Seller Owners, as expressly provided hereinapplicable (as modified by any adjustments or releases of escrowed funds, Schafir as applicable); provided, that the foregoing limitations shall have not apply in the case of Fraud as contemplated by Section 8.6(d). (c) Notwithstanding any provision of this Agreement to the contrary, in no rightsevent shall the aggregate amount of the liability of the Seller or the Seller Owners to the Purchaser Indemnified Parties with respect to all claims for indemnification pursuant to Section 8.2(a)(vi) of this Agreement, hereunder or otherwisecollectively, to exceed $2,500,000. (d) Other than in respect of the Restrictive Covenant Agreement, (i) each party’s indemnification or contribution obligations under this Article VIII shall be the other parties’ sole and exclusive remedy from Company and after the Closing with respect to any matter Losses based upon, arising prior to out of or otherwise in respect of the date matters set forth in this Agreement and the transactions contemplated hereby, whether based in contract, tort, equity or law, and (ii) each party hereto, on behalf of itself and each of the Purchaser Indemnified Parties and Seller Indemnified Parties, as the case may be, expressly waives any and all other rights and remedies, following the Closing, for any breach of or inaccuracy in any representations and warranties and covenants and agreements of the Purchaser, the Seller, the Seller Owners and the Company contained in this Agreement, includingin each case, other than (i) claims of Fraud, (ii) claims pursuant to this Article VIII or Article IX and (iii) any claim under Section 10.8 to obtain an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the terms and conditions hereof. Nothing in this Section 8.6(d) shall affect a Person’s rights or remedies under or pursuant to the other Related Documents. (e) For the purposes of this Article VIII, (A) determining whether there has been a breach of any representation, warranty, covenant or agreement, and (B) determining the amount of any Indemnified Liabilities related to a breach of a representation or warranty, the qualifications as to the materiality of such matters (or words of similar import, including “Material Adverse Effect”) set forth in the representations and warranties shall be disregarded in each case. (f) The amount of any Losses for which indemnification is provided under this Article VIII shall be net of insurance proceeds actually recovered by the Indemnified Party in respect of such Losses (net of any out-of-pocket costs incurred in connection with such recovery and any increases in premium). If any Indemnified Party receives such insurance proceeds from third parties after being indemnified with respect to some or all of any Losses hereunder, such Indemnified Party shall pay to the Indemnifying Party the lesser of (i) the amount of such net insurance proceeds actually received, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by the Indemnifying Party to such Indemnified Party with respect to such Losses. (g) Each of the Seller and the Seller Owners expressly waives any right of indemnification or contribution from, subrogation against or recovery against the Purchaser or the Company to the extent the Seller’s or Seller Owners’ claim is for payments the Seller or Seller Owner, as the case may be, is obligated to make to the Purchaser Indemnified Parties under this Article VIII or any other provision herein. (h) Each Indemnified Party shall take, and cause its Affiliates to take, to the extent consistent with the other terms and conditions herein, all commercially reasonable steps to mitigate any Loss upon acquiring actual knowledge (without limitationdue inquiry) of any event or circumstance that would reasonably be expected to, or does, give rise thereto, with the expense of such efforts to reasonably mitigate Losses for an indemnification obligation hereunder being themselves deemed recoverable Losses. (i) The Seller and the Seller Owners shall not be liable under Section 8.2(a)(i) for any Losses based upon or arising out of any inaccuracy in or breach of any representation of the representations or warranty warranties of Company made in the Seller or pursuant to this Agreement or any Company Transaction Document, or any breach or nonfulfillment of any covenant or obligation of Company the Seller Owners contained in this Agreement (other than Fundamental Representations) if the Purchaser had actual knowledge (without due inquiry) of such inaccuracy or any Company Transaction Documentbreach prior to the Closing; for the avoidance of doubt, and Schafir hereby irrevocably releases Company from any liability for any such claim; provided, however, that the foregoing shall not apply to or have any effect on the indemnification rights under any other subsection of Section 8.2(a). For purposes of Section 8.6(h) and this Section 8.6(i), the actual knowledge of the Purchaser and/or Purchaser Indemnified Parties (as the case may be) shall (x) be limited to the actual knowledge (without due inquiry) of the Chief Executive Officer, Chief Financial Officer, and/or Vice President and Controller, in each case, of the ultimate parent of the Purchaser and (y) explicitly not include any knowledge with respect to any inaccuracy in or breach of the representations and warranties set forth in Section 3.8(b). (j) All payments required pursuant to this Article VIII will be deemed to release or waive: (i) be adjustments to the Closing Consideration for all Tax purposes, and the Purchaser, the Seller and the Seller Owners agree not to take any claim for indemnification, whether already arisen or yet to arrive, to which Schafir otherwise would be entitled by virtue of or in connection with his service as an officer and director of Company pursuant to applicable statutes or as described in Company's articles or by-laws; or (ii) any claim arising under the Employment Agreement, or any other agreement, arrangement or relationship existing by and between Schafir and Company after the date of this Agreement. (c) The indemnification provided in this Section 10 shall constitute the sole remedy of the parties position inconsistent therewith for any breach of this Agreementpurposes, however, the indemnification obligations of the parties contained herein are not intended to waive or preclude any claims, rights or remedies based other than in contract which may exist at law (whether statutory or otherwise) or in equity with respect to the matters covered unless required by the indemnificationsApplicable Law. (d) The maximum amount of the aggregate indemnification obligations of Schafir hereunder shall be $3,000,000.00. The maximum amount represents the total combined amount as a result of this Agreement and the two (2) other Agreements and Plans of Merger by and among Parent, Schafir and other parties dated the same date hereof. (e) No claim for indemnification against Schafir hereunder shall be made after the third anniversary of the Effective Time. (f) In determining the amount of any inter-party claim under this Section 10, the same will be reduced by any proceeds actually received under insurance policies covering such claim and by the amount of any deduction, credit or other favorable tax effect to the Indemnified Party resulting from such claim. (g) From and after the Effective Time, through the sixth (6th) anniversary thereof, Parent shall cause the Surviving Corporation to maintain all rights of indemnification (including advancement of expenses and exculpation) existing in favor of the current and former officers and directors of Company on terms not less favorable than those provided in the Articles of Incorporation and By-Laws of the Company with respect to matters occurring prior to the Effective Time, subject to the limitations of applicable law. Such obligation shall be binding on the successors and assigns of the Surviving Company, whether by merger or otherwise. Notwithstanding anything in this Section 10(g) to the contrary, this right of indemnification shall only relate to the current and former officers' and directors' service as an officer and/or director of Company.

Limitations and Requirements. (a) Schafir Seller shall have no obligation to indemnify Parent or any other person the Buyer Indemnified Parties against Damages pursuant to Section 10.1 9.1(a) of this Agreement unless and until the aggregate of all such Damages suffered or incurred by Parent Buyer and such persons Persons exceeds $30,000 750,000 (the "DeductibleBASKET AMOUNT") (The Deductible represents the total combined amount as a result of this Agreement and the two (2) other Agreements and Plans of Merger by and among Parent, Schafir and other parties dated the same date hereof); in which event Parent and such persons the Buyer Indemnified Parties shall be entitled to indemnification for all Damages suffered or incurred in excess the full amount of such Damages, including the Deductiblefirst $750,000 thereof). (b) Except as expressly provided herein, Schafir shall have no rights, hereunder or otherwise, to indemnification or contribution from Company with respect to any matter arising prior Notwithstanding anything herein to the date contrary, Seller shall not be obligated to indemnify the Buyer Indemnified Parties against Damages pursuant to Section 9.1(a) to the extent that payments thereof to the Buyer Indemnified Parties pursuant to the terms of this Agreement, including, without limitation, any inaccuracy in or breach of any representation or warranty of Company made in or pursuant to this Agreement or any Company Transaction Document, or any breach or nonfulfillment of any covenant or obligation of Company contained in this Agreement or any Company Transaction Document, and Schafir hereby irrevocably releases Company from any liability for any such claimexceeds the Escrow Fund; provided, however, that the foregoing indemnification liability of Seller pursuant to Section 9.1(b) through Section 9.1(d) shall be unlimited. (c) Notwithstanding anything herein to the contrary, Buyer shall have no obligation to indemnify the Seller Indemnified Parties against Damages pursuant to Section 9.2(a) of this Agreement unless and until the aggregate of all such Damages suffered or incurred by Seller and such Persons exceeds $250,000 (in which event the Seller Indemnified Parties shall be entitled to indemnification for the full amount of such Damages, including the first $250,000 thereof). (d) Notwithstanding anything herein to the contrary, Buyer shall not be deemed obligated to release or waive:indemnify the Seller Indemnified Parties against Damages pursuant to Section 9.2(a) to the extent that payments thereof to the Seller Indemnified Parties pursuant to the terms of this Agreement exceeds $2,400,000; provided, however, that the indemnification liability of Buyer pursuant to Section 9.2(b) through Section 9.2(e) shall be unlimited. (ie) any Except as otherwise expressly provided in this Agreement, no claim for indemnificationindemnification pursuant to this Article IX may or shall be made unless written notice pursuant to Section 9.3 or Section 9.4, whether already arisen or yet as applicable, is delivered to arrivethe Indemnifying Party. (f) Buyer acknowledges, on behalf of itself and on behalf of the other Buyer Indemnified Parties, that their sole and exclusive remedy with respect to the subject matter of this Agreement and the related agreements and documents contemplated hereby and executed and delivered by Seller at the Closing shall be pursuant to the indemnification provisions set forth in this Article IX (other than claims and causes of action based on criminal fraud). In furtherance of the foregoing, Buyer hereby waives, on behalf of itself and each of the other Buyer Indemnified Parties, to which Schafir the fullest extent permitted under applicable Law, any and all rights, claims and causes of action (other than claims and causes of action based on criminal fraud) it may have against Seller arising under or based upon any applicable Law or otherwise would be entitled by virtue of or in connection with his service as an officer and director of Company (except pursuant to applicable statutes or as described the indemnification provisions set forth in Company's articles or by-laws; orthis Article IX). (iig) Upon payment in full of any claim arising under Inter-Party Claim pursuant to Section 9.3 or the Employment Agreementpayment of any Judgment with respect to a Third Party Claim pursuant to Section 9.4, the Indemnifying Party shall be subrogated to the extent of such payment to the rights of the Indemnified Party against any Person (other than the Buyer Indemnified Parties) with respect to the subject matter of such Inter-Party Claim or Third Party Claim. The Indemnified Parties shall assign or otherwise reasonably cooperate with the Indemnifying Parties, at the cost and expense of the Indemnified Parties, to pursue any claims against, or otherwise recover amounts from, any other agreement, arrangement Person liable or relationship existing by and between Schafir and Company after the date of responsible for any Damages for which indemnification has been received pursuant to this Agreement. (ch) The indemnification provided waiver by either Buyer or Seller of any condition set forth in this Section 10 shall constitute 7.2 or 7.3, respectively, based upon the sole accuracy of any representation or warranty or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, reimbursement or other remedy of the parties for any breach of this Agreementbased upon such representations, howeverwarranties, the indemnification obligations of the parties contained herein are not intended to waive or preclude any claims, rights or remedies based other than in contract which may exist at law (whether statutory or otherwise) or in equity with respect to the matters covered by the indemnificationscovenants and obligations. (di) The maximum amount of the aggregate indemnification obligations of Schafir hereunder shall be $3,000,000.00. The maximum amount represents the total combined amount as a result of this Agreement and the two (2) other Agreements and Plans of Merger by and among Parent, Schafir and other parties dated the same date hereof. (e) No claim for indemnification against Schafir hereunder shall be made after the third anniversary of the Effective Time. (f) In determining the amount of any inter-party claim under this Section 10, the same will be reduced by any proceeds actually received under insurance policies covering such claim and by the amount of any deduction, credit or other favorable tax effect to the Indemnified Party resulting from such claim. (g) From and after the Effective Time, through the sixth (6th) anniversary thereof, Parent shall cause the Surviving Corporation to maintain all rights of indemnification (including advancement of expenses and exculpation) existing in favor of the current and former officers and directors of Company on terms not less favorable than those provided in the Articles of Incorporation and By-Laws of the Company with respect to matters occurring prior to the Effective Time, subject to the limitations of applicable law. Such obligation shall be binding on the successors and assigns of the Surviving Company, whether by merger or otherwise. Notwithstanding anything in this Section 10(g) herein to the contrary, this right of indemnification no party hereto shall only relate be entitled to be indemnified against any Damages based upon or arising from any claim to the current extent such claim is taken into account in determining the amounts (if any) due to and former officers' and directors' service paid to Buyer or Seller, as an officer and/or director of Companythe case may be, pursuant to Section 6.11.

Limitations and Requirements. (a) Schafir Seller shall have no obligation to indemnify Parent Company, Buyer or any other person against Damages pursuant to Section 10.1 8.1 of this Agreement unless and until the aggregate of all such Damages suffered or incurred by Parent Company, Buyer and such persons exceeds $30,000 (the "Deductible") (The Deductible represents the total combined amount as a result of this Agreement and the two (2) other Agreements and Plans of Merger by and among Parent, Schafir and other parties dated the same date hereof)30,000; in which event Parent Company, Buyer and such persons shall be entitled to indemnification for the full amount of all Damages suffered or incurred in excess of $30,000 (only). Seller shall have no obligation to pay to Company or Buyer or any other indemnitee hereunder any indemnification payment amounts in excess of $3,000,000 in the Deductibleaggregate. (b) Except as may otherwise expressly be provided in this Agreement, no claim arising out of or based upon any inaccuracy in or breach of any representation or warranty contained in this Agreement or any Transaction Document shall be made unless a claim arises and written notice pursuant to Section 8.4 is delivered to the Indemnifying Party within two (2) years after the Closing Date; provided that any such claim arising out of or based upon any inaccuracy in or breach of any representation or warranty made in or pursuant to: (i) Sections 3.1, 3.3, 4.2, 4.4, 5.1, 5.2 or 5.6 may be made at any time; and (ii) Sections 4.16 or 4.17 may be made at any time before the expiration of the longest statute of limitations period applicable to an action brought by the appropriate taxing or other regulatory agency with respect to the matters forming the basis for such a claim. (c) Except as expressly provided herein, Schafir Seller shall have no rights, hereunder or otherwise, to indemnification or contribution from Company with respect to any matter arising prior to the date of this Agreement, including, without limitation, any inaccuracy in or breach of any representation or warranty of Company made in or pursuant to this Agreement or any Company Transaction Document, or any breach or nonfulfillment of any covenant or obligation of Company contained in this Agreement or any Company Transaction Document, and Schafir Seller hereby irrevocably releases Company from any liability for any such claim; provided, however, that the foregoing shall not be deemed to release or waive: waive (i) any claim for indemnification, whether already arisen or yet to arrive, to which Schafir Seller otherwise would be entitled by virtue of or in connection with his service as an officer and director of Company pursuant to applicable statutes or as described in Company's articles or by-laws; or or (ii) any claim arising or yet to arise under the Employment Agreement, the Lease or any other agreement, arrangement or relationship existing by and between Schafir Seller (or Seller's Affiliates) and Company after the date of this Agreement. (cd) The indemnification provided in this Section 10 shall constitute the sole remedy of the parties for any breach of this Agreement, however, the indemnification obligations of the parties contained herein are not intended to waive or preclude any other claims, rights or remedies based other than in contract which may exist at law (whether statutory or otherwise) or in equity with respect to the matters covered by the indemnifications. (d) The maximum amount of the aggregate indemnification obligations of Schafir hereunder shall be $3,000,000.00. The maximum amount represents the total combined amount as a result of this Agreement and the two (2) other Agreements and Plans of Merger by and among Parent, Schafir and other parties dated the same date hereof. (e) No claim for indemnification against Schafir hereunder shall be made after the third anniversary of the Effective Time. (f) In determining the amount of any inter-party claim under this Section 10, the same will be reduced by any proceeds actually received under insurance policies covering such claim and by the amount of any deduction, credit or other favorable tax effect to the Indemnified Party resulting from such claim. (g) From and after the Effective Time, through the sixth (6th) anniversary thereof, Parent shall cause the Surviving Corporation to maintain all rights of indemnification (including advancement of expenses and exculpation) existing in favor of the current and former officers and directors of Company on terms not less favorable than those provided in the Articles of Incorporation and By-Laws of the Company with respect to matters occurring prior to the Effective Time, subject to the limitations of applicable law. Such obligation shall be binding on the successors and assigns of the Surviving Company, whether by merger or otherwise. Notwithstanding anything in this Section 10(g) to the contrary, this right of indemnification shall only relate to the current and former officers' and directors' service as an officer and/or director of Company.

Limitations and Requirements. (a) Schafir Seller shall have no obligation to indemnify Parent or any other person the Buyer Indemnified Parties against Damages pursuant to Section 10.1 9.1(a) of this Agreement unless and until the aggregate of all such Damages suffered or incurred by Parent Buyer and such persons Persons exceeds $30,000 750,000 (the "Deductible"“Basket Amount”) (The Deductible represents the total combined amount as a result of this Agreement and the two (2) other Agreements and Plans of Merger by and among Parent, Schafir and other parties dated the same date hereof); in which event Parent and such persons the Buyer Indemnified Parties shall be entitled to indemnification for all Damages suffered or incurred in excess the full amount of such Damages, including the Deductiblefirst $750,000 thereof). (b) Except as expressly provided herein, Schafir shall have no rights, hereunder or otherwise, to indemnification or contribution from Company with respect to any matter arising prior Notwithstanding anything herein to the date contrary, Seller shall not be obligated to indemnify the Buyer Indemnified Parties against Damages pursuant to Section 9.1(a) to the extent that payments thereof to the Buyer Indemnified Parties pursuant to the terms of this Agreement, including, without limitation, any inaccuracy in or breach of any representation or warranty of Company made in or pursuant to this Agreement or any Company Transaction Document, or any breach or nonfulfillment of any covenant or obligation of Company contained in this Agreement or any Company Transaction Document, and Schafir hereby irrevocably releases Company from any liability for any such claimexceeds the Escrow Fund; provided, however, that the foregoing indemnification liability of Seller pursuant to Section 9.1(b) through Section 9.1(d) shall be unlimited. (c) Notwithstanding anything herein to the contrary, Buyer shall have no obligation to indemnify the Seller Indemnified Parties against Damages pursuant to Section 9.2(a) of this Agreement unless and until the aggregate of all such Damages suffered or incurred by Seller and such Persons exceeds $250,000 (in which event the Seller Indemnified Parties shall be entitled to indemnification for the full amount of such Damages, including the first $250,000 thereof). (d) Notwithstanding anything herein to the contrary, Buyer shall not be deemed obligated to release or waive:indemnify the Seller Indemnified Parties against Damages pursuant to Section 9.2(a) to the extent that payments thereof to the Seller Indemnified Parties pursuant to the terms of this Agreement exceeds $2,400,000; provided, however, that the indemnification liability of Buyer pursuant to Section 9.2(b) through Section 9.2(e) shall be unlimited. (ie) any Except as otherwise expressly provided in this Agreement, no claim for indemnificationindemnification pursuant to this Article IX may or shall be made unless written notice pursuant to Section 9.3 or Section 9.4, whether already arisen or yet as applicable, is delivered to arrivethe Indemnifying Party. (f) Buyer acknowledges, on behalf of itself and on behalf of the other Buyer Indemnified Parties, that their sole and exclusive remedy with respect to the subject matter of this Agreement and the related agreements and documents contemplated hereby and executed and delivered by Seller at the Closing shall be pursuant to the indemnification provisions set forth in this Article IX (other than claims and causes of action based on criminal fraud). In furtherance of the foregoing, Buyer hereby waives, on behalf of itself and each of the other Buyer Indemnified Parties, to which Schafir the fullest extent permitted under applicable Law, any and all rights, claims and causes of action (other than claims and causes of action based on criminal fraud) it may have against Seller arising under or based upon any applicable Law or otherwise would be entitled by virtue of or in connection with his service as an officer and director of Company (except pursuant to applicable statutes or as described the indemnification provisions set forth in Company's articles or by-laws; orthis Article IX). (iig) Upon payment in full of any claim arising under Inter-Party Claim pursuant to Section 9.3 or the Employment Agreementpayment of any Judgment with respect to a Third Party Claim pursuant to Section 9.4, the Indemnifying Party shall be subrogated to the extent of such payment to the rights of the Indemnified Party against any Person (other than the Buyer Indemnified Parties) with respect to the subject matter of such Inter-Party Claim or Third Party Claim. The Indemnified Parties shall assign or otherwise reasonably cooperate with the Indemnifying Parties, at the cost and expense of the Indemnified Parties, to pursue any claims against, or otherwise recover amounts from, any other agreement, arrangement Person liable or relationship existing by and between Schafir and Company after the date of responsible for any Damages for which indemnification has been received pursuant to this Agreement. (ch) The indemnification provided waiver by either Buyer or Seller of any condition set forth in this Section 10 shall constitute 7.2 or 7.3, respectively, based upon the sole accuracy of any representation or warranty or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, reimbursement or other remedy of the parties for any breach of this Agreementbased upon such representations, howeverwarranties, the indemnification obligations of the parties contained herein are not intended to waive or preclude any claims, rights or remedies based other than in contract which may exist at law (whether statutory or otherwise) or in equity with respect to the matters covered by the indemnificationscovenants and obligations. (di) The maximum amount of the aggregate indemnification obligations of Schafir hereunder shall be $3,000,000.00. The maximum amount represents the total combined amount as a result of this Agreement and the two (2) other Agreements and Plans of Merger by and among Parent, Schafir and other parties dated the same date hereof. (e) No claim for indemnification against Schafir hereunder shall be made after the third anniversary of the Effective Time. (f) In determining the amount of any inter-party claim under this Section 10, the same will be reduced by any proceeds actually received under insurance policies covering such claim and by the amount of any deduction, credit or other favorable tax effect to the Indemnified Party resulting from such claim. (g) From and after the Effective Time, through the sixth (6th) anniversary thereof, Parent shall cause the Surviving Corporation to maintain all rights of indemnification (including advancement of expenses and exculpation) existing in favor of the current and former officers and directors of Company on terms not less favorable than those provided in the Articles of Incorporation and By-Laws of the Company with respect to matters occurring prior to the Effective Time, subject to the limitations of applicable law. Such obligation shall be binding on the successors and assigns of the Surviving Company, whether by merger or otherwise. Notwithstanding anything in this Section 10(g) herein to the contrary, this right of indemnification no party hereto shall only relate be entitled to be indemnified against any Damages based upon or arising from any claim to the current extent such claim is taken into account in determining the amounts (if any) due to and former officers' and directors' service paid to Buyer or Seller, as an officer and/or director of Companythe case may be, pursuant to Section 6.11.

Limitations and Requirements. (a) Schafir Seller shall have no obligation to indemnify Parent Company, Buyer or any other person against Damages pursuant to Section 10.1 8.1 of this Agreement unless and until the aggregate of all such Damages suffered or incurred by Parent Company, Buyer and such persons exceeds $30,000 (the "Deductible") (The Deductible represents the total combined amount as a result of this Agreement and the two (2) other Agreements and Plans of Merger by and among Parent, Schafir and other parties dated the same date hereof)150,000; in which event Parent Company, Buyer and such persons shall be entitled to indemnification for the full amount of all Damages suffered or incurred in excess of $150,000 and provided further that the Deductiblemaximum aggregate liability of Seller shall not exceed $6,000,000. Notwithstanding the prior sentence, Seller's responsibilities described in Sections 3.1, 3.3 and 4.7 shall not be subject to the $150,000 "floor" described above nor to the $6,000,000 "cap" described above. (b) Except as may otherwise expressly be provided in this Agreement, no claim arising out of or based upon any inaccuracy in or breach of any representation or warranty contained in this Agreement or any Transaction Document shall be made unless a claim arises and written notice pursuant to Section 8.4 is delivered to the Indemnifying Party within three (3) years after the Effective Date; provided that any such claim arising out of or based upon any inaccuracy in or breach of any representation or warranty made in or pursuant to: (i) Sections 3.1, 3.2, 3.3, 4.2, 4.3, 4.4, 4.7, 5.1, 5.2 or 5.3 may be made at any time; and (ii) Sections 4.16 or 4.17 may be made at any time before the expiration of the longest statute of limitations period applicable to an action brought by the appropriate taxing or other regulatory agency with respect to the matters forming the basis for such a claim. (c) Except as expressly provided herein, Schafir Seller shall have no rights, hereunder or otherwise, to indemnification or contribution from Company with respect to any matter arising prior to the date Effective Date of this Agreement, including, without limitation, any inaccuracy in or breach of any representation or warranty of Company made in or pursuant to this Agreement or any Company Transaction Document, or any breach or nonfulfillment of any covenant or obligation of Company contained in this Agreement or any Company Transaction Document, and Schafir Seller hereby irrevocably releases Company from any liability for any such claim; provided, however, that the foregoing shall not be deemed to release or waive: (i) any claim for indemnification, whether already arisen or yet to arrive, to which Schafir otherwise would be entitled by virtue of or in connection with his service as an officer and director of Company pursuant to applicable statutes or as described in Company's articles or by-laws; or (ii) any claim arising under the Employment Agreement, or any other agreement, arrangement or relationship existing by and between Schafir and Company after the date of this Agreement. (cd) The indemnification provided in this Section 10 shall constitute the sole remedy of the parties for any breach of this Agreement, however, the indemnification obligations of the parties contained herein are not intended to waive or preclude any other claims, rights or remedies based other than in contract which may exist at law (whether statutory or otherwise) or in equity with respect to the matters covered by the indemnifications. (d) The maximum amount of the aggregate indemnification obligations of Schafir hereunder shall be $3,000,000.00. The maximum amount represents the total combined amount as a result of this Agreement and the two (2) other Agreements and Plans of Merger by and among Parent, Schafir and other parties dated the same date hereof. (e) No claim for indemnification against Schafir hereunder shall be made after the third anniversary of the Effective Time. (f) In determining the amount of any inter-party claim under this Section 10, the same will be reduced by any proceeds actually received under insurance policies covering such claim and by the amount of any deduction, credit or other favorable tax effect to the Indemnified Party resulting from such claim. (g) From and after the Effective Time, through the sixth (6th) anniversary thereof, Parent shall cause the Surviving Corporation to maintain all rights of indemnification (including advancement of expenses and exculpation) existing in favor of the current and former officers and directors of Company on terms not less favorable than those provided in the Articles of Incorporation and By-Laws of the Company with respect to matters occurring prior to the Effective Time, subject to the limitations of applicable law. Such obligation shall be binding on the successors and assigns of the Surviving Company, whether by merger or otherwise. Notwithstanding anything in this Section 10(g) to the contrary, this right of indemnification shall only relate to the current and former officers' and directors' service as an officer and/or director of Company.

Limitations and Requirements. From and after the Closing: (a) Schafir Sellers shall have no obligation to indemnify Parent or any other person the Buyer Indemnified Parties against Damages pursuant to Section 10.1 12.1(i) or 12.2(a) arising out of or based upon any breach of any representation or warranty made in or pursuant to this Agreement (A) unless the Damages related to any such breach (including multiple conditions or events that arise out of or are based upon such breach) are greater than $[********] (the “Individual Threshold”) and (B) unless and until the aggregate of all such Damages (other than Damages that fail to exceed the Individual Threshold) suffered or incurred by Parent and all such persons Buyer Indemnified Parties exceeds $30,000 (the "Deductible") (The Deductible represents the total combined amount as a result of this Agreement and the two (2) other Agreements and Plans of Merger by and among Parent[*******], Schafir and other parties dated the same date hereof); in which event Parent and such persons event, the Buyer Indemnified Parties shall be entitled to indemnification in the full amount of such Damages; provided, however, that the above limitations shall not be applicable to any claim for all Damages suffered based upon a breach of any representation or incurred warranty made in excess of the DeductibleSection 3.2, 3.4, 4.2, 4.4, 4.28, 4.29, 4.30, 4.31, 4.32 or 10.1 hereof. (b) Except as may otherwise expressly be provided herein, Schafir shall have no rights, hereunder or otherwise, to indemnification or contribution from Company with respect to any matter arising prior to the date of this Agreement, including, without limitation, any inaccuracy in or breach of any representation or warranty of Company made in or pursuant to this Agreement or any Company Transaction Document, or any breach or nonfulfillment of any covenant or obligation of Company contained in this Agreement or any Company Transaction Document, no claim for indemnification pursuant to this Section 12 may or shall be made unless such claim arises and Schafir hereby irrevocably releases Company from written notice pursuant to Section 12.4 or Section 12.5, as applicable, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, is delivered to the Indemnifying Party on or prior to the date on which the representation or warranty on which such claim is based ceases to survive as set forth in Section 14.1. (c) Upon payment in full of any liability Inter-Party Claim pursuant to Section 12.4 or the payment of any judgment or settlement with respect to a Third Party Claim pursuant to Section 12.5, the Indemnifying Party shall be subrogated to the extent of such payment to the rights of the Indemnified Party against any Person (other than the Buyer Indemnified Parties) with respect to the subject matter of such Indemnification Claim or Third Party Claim. The Indemnified Parties shall assign or otherwise reasonably cooperate with the Indemnifying Parties to pursue any claims against, or otherwise recover amounts from, any Person liable or responsible for any Damages for which indemnification has been received pursuant to this Agreement. (d) Nothing in this Agreement shall limit the liability of any party to any Third Party under applicable laws where any act or omission of such claimparty results in death or personal injury. (e) Notwithstanding anything to the contrary in any other provision of this Agreement, except in the case of a breach of Section 3.2, 3.4, 4.2 or 4.4, in which case the aggregate liability of each Seller under this Agreement shall not exceed the total amount in cash and Buyer Securities received by the Sellers hereunder (including without limitation all Non-MG Consideration), and except in the case of fraud, in which case the aggregate liability of each Seller under this Agreement shall not be subject to a maximum, the aggregate liability of each Seller under Section 12.1(i) and 12.2(a) shall not exceed, under any circumstances whatsoever, (a) up to June 30, 2008, [*******]% ([*******] percent) of the Initial Cash Consideration and the Initial Share Value Amount and (b) from July 1, 2008, [*******]% ([*******] percent) of the total amount in cash and Buyer Securities received by or on behalf of the Sellers hereunder during the Escrow Period (including without limitation all Non-MG Consideration). (f) Notwithstanding anything herein to the contrary, but subject always to the preceding sub-section (e), from and after the Closing, any indemnification by any Seller pursuant to Sections 12.1(i) and 12.2(a) hereof shall be paid from the Escrow Amount pursuant to the terms of the Escrow Agreement, and for the avoidance of doubt, such payment from the Escrow Amount shall be the sole and exclusive recourse of Buyer or Buyer Indemnified Party against the Sellers for any indemnification by any Seller pursuant to Sections 12.1(i) and 12.2(a) hereof. In connection herewith, and as stated in the Escrow Agreement, the parties agree that: (A) On June 30, 2008, the Escrow Agent shall release to the Sellers an amount from the Escrow Fund (the “Escrow Release Amount”) such that the remaining amount in the Escrow Account (the “Remaining Escrow Fund”) shall be equal to [***]% of the total amount in cash and Buyer Securities received by Sellers as of such date (including without limitation all Non-MG Consideration); one third of the Escrow Release Amount shall be released out of the cash portion of the Escrow Fund, and two thirds shall be released out of the Buyer Securities portion of the Escrow Fund; provided that if on June 30, 2008, there are any unresolved or unsatisfied Indemnity Notices or Third Party Indemnity Notices for which indemnification is sought under Section 12.1(i) or 12.2(a), and the amount of Damages reasonably sought thereunder (the “Pending Indemnity Amount”) is higher than the Remaining Escrow Fund, then the Escrow Agent shall release to the Sellers only that portion of the Escrow Fund (in the same one third to two thirds proportion between cash and Buyer Securities) that exceeds the Pending Indemnity Amount; (B) During the Escrow Period, on each of Milestone Ia Payment Date, Milestone Ib Payment Date, Milestone II Payment Date and any Non-MG Consideration Date, Buyer shall pay to the Escrow Agent, for deposit into the Escrow Fund, a portion of the Milestone Ia Consideration, Milestone Ib Consideration, Milestone II Consideration or Non-MG Consideration, as applicable, equal to [***]% of the Milestone Ia Consideration, Milestone Ib Consideration, Milestone II Consideration or Non-MG Consideration, as applicable which shall constitute, if and when received by the Sellers, additional consideration for the sale of the Company Securities hereunder; and (C) On the expiry of the Escrow Period (the “Escrow Release Date”), the Escrow Agent shall pay to the Sellers, as additional consideration for the sale of the Company Securities hereunder, all of the Remaining Escrow Fund, provided, however, that, if on such date there are any unresolved or unsatisfied Indemnity Notices or Third Party Indemnity Notices for which indemnification is sought under Section 12.1(i) or 12.2(a) at such time, then on such date the Escrow Agent shall release to the Sellers only that portion of the foregoing Escrow Fund (in a one third to two thirds proportion between cash and Buyer Securities) that exceeds the Pending Indemnity Amount on such date, and the release of any such cash or shares remaining in the Escrow Fund shall be resolved in the manner set forth in the Escrow Agreement. (g) For the avoidance of doubt, it is the intention of the parties that, subject to the limitations in Section 12.6 (e) and the amounts contributed into the Escrow Fund pursuant to Section 2.2(c)(v) and Section 12.6(f)(B), any cash or Buyer Ordinary Shares (or Amarin Shares, if applicable) paid to the Sellers by Buyer directly (or through the Sellers' Representative) or released to the Sellers by the Escrow Agent from the Escrow Fund, shall be deemed a final and irrevocable payment to the Sellers and shall not be deemed subject to release any claim or waivedemand for indemnification by Buyer or Buyer Indemnified Party under Section 12.1(i) or Section 12.2(a). (h) The liability of the Sellers under Section 12.2 shall be joint and several [*****]: (i) any claim for indemnification, whether already arisen or yet to arrive, to which Schafir otherwise would be entitled by virtue of or in connection with his service as an officer and director of Company pursuant to applicable statutes or as described in Company's articles or by-laws; or[******] (ii) any claim arising under the Employment Agreement, or any other agreement, arrangement or relationship existing by and between Schafir and Company after the date of this Agreement[******]. (c) The indemnification provided in this Section 10 shall constitute the sole remedy of the parties for any breach of this Agreement, however, the indemnification obligations of the parties contained herein are not intended to waive or preclude any claims, rights or remedies based other than in contract which may exist at law (whether statutory or otherwise) or in equity with respect to the matters covered by the indemnifications. (d) The maximum amount of the aggregate indemnification obligations of Schafir hereunder shall be $3,000,000.00. The maximum amount represents the total combined amount as a result of this Agreement and the two (2) other Agreements and Plans of Merger by and among Parent, Schafir and other parties dated the same date hereof. (e) No claim for indemnification against Schafir hereunder shall be made after the third anniversary of the Effective Time. (f) In determining the amount of any inter-party claim under this Section 10, the same will be reduced by any proceeds actually received under insurance policies covering such claim and by the amount of any deduction, credit or other favorable tax effect to the Indemnified Party resulting from such claim. (g) From and after the Effective Time, through the sixth (6th) anniversary thereof, Parent shall cause the Surviving Corporation to maintain all rights of indemnification (including advancement of expenses and exculpation) existing in favor of the current and former officers and directors of Company on terms not less favorable than those provided in the Articles of Incorporation and By-Laws of the Company with respect to matters occurring prior to the Effective Time, subject to the limitations of applicable law. Such obligation shall be binding on the successors and assigns of the Surviving Company, whether by merger or otherwise. Notwithstanding anything in this Section 10(g) to the contrary, this right of indemnification shall only relate to the current and former officers' and directors' service as an officer and/or director of Company.