Common use of Limitations on Certain Indemnity Clause in Contracts

Limitations on Certain Indemnity. (a) Notwithstanding any other provision of this Agreement to the contrary, the Seller and AUGI shall not be liable to the Buyer with respect to Losses unless and until, and then only to the extent that, the aggregate amount of all Losses incurred by the Buyer shall exceed the sum of $50,000 (the "Basket"); provided, however, that the Basket shall not be available with respect to any Losses involving proven fraud by the Seller or AUGI. The Seller and AUGI shall thereafter be liable for all Losses in excess of the Basket, provided that the Seller's and AUGI's maximum aggregate liability in respect of all Losses shall not, in the absence of proven fraud by the Seller or AUGI in respect of any particular Losses, in any event exceed the limitations set forth in Section 13.2(b) below. (b) Except with respect to any Losses involving proven fraud by the Seller or AUGI, the Seller and AUGI shall only be required, in the aggregate, to pay indemnification hereunder, after application of the Basket, up to a maximum amount equal to the Consideration. (c) The Buyer shall be entitled to indemnification by the Seller and AUGI for Losses only in respect of claims for which notice of claim shall have been given to the Seller and AUGI on or before June 30, 1999, or, with respect to Losses relating to a breach of any warranties in respect of taxes, the expiration of the final statute of limitations for those tax returns covered by the tax warranties contained herein; provided, however, that the Buyer shall not be entitled to indemnification from the Seller or AUGI in the event that the subject claim for indemnification relates to a third-party claim and the Buyer delayed giving notice thereof to the Seller and AUGI to such an extent as to cause material prejudice to the defense of such third-party claim. This Section 13.2(c) shall not apply to any failure by the Seller to pay when due any of its retained liabilities.

Limitations on Certain Indemnity. (a) Notwithstanding any other provision of this Agreement to the contrary, except with respect to any Losses involving proven fraud by any of the Seller Sellers and AUGI except as specified in Section 8.2(c) with respect to Environmental Claims (as defined below), the Sellers shall not be liable to the Buyer with respect to Losses unless and until, and then only to the extent that, that the aggregate amount of all Losses incurred by the Buyer and not paid for by applicable insurance shall exceed the sum of $50,000 500,000 (the "General Basket"); provided. Except as specified in Section 8.2(c), however, that the Basket shall not be available with respect to any Losses involving proven fraud by the Seller or AUGI. The Seller and AUGI Sellers shall thereafter be liable for all Losses in excess of the Basket, provided that the Seller's and AUGI's up to a maximum aggregate liability in respect equal to $4,000,000 (the "Cap"), provided that there shall not be counted against the General Basket or such limitation of all Losses liability, and the General Basket and such limitation of liability shall notnot apply to, in the absence of proven fraud by the Seller or AUGI in respect of any particular Losses, in any event exceed the limitations set forth in Section 13.2(b) below. (b) Except with respect to any Losses involving proven fraud by the Seller or AUGI, the Seller and AUGI shall only be required, in the aggregate, to pay indemnification hereunder, after application any of the Basket, up to a maximum amount equal to the ConsiderationSellers. (cb) The Buyer shall be entitled to indemnification by the Seller and AUGI Sellers for Losses only in respect of claims for which notice of claim shall have been given to the Seller and AUGI Sellers on or before June 30December 31, 1999, or, (i) with respect to Losses relating to a breach of any warranties in respect of taxesunder Sections 3.13 and 3.22 hereof, the expiration of the final statute of limitations for those tax returns and/or reports covered by the tax warranties contained hereinunder Sections 3.13 and 3.22 hereof, (ii) with respect to Losses for which indemnification may be sought under Section 3.18 hereof ("Environmental Claims"), on or before the third anniversary of the Closing Date unless, prior to such date, the Buyer has notified in reasonable detail the Sellers of a claim for indemnity hereunder; providedPROVIDED, howeverHOWEVER, that the Buyer shall not be entitled to indemnification from the Seller or AUGI hereunder in the event that the subject claim for indemnification relates to a third-party claim and the Buyer delayed giving notice thereof to the Seller and AUGI Sellers to such an extent as to cause material prejudice to the defense of such third-party claim, or (iii) with respect to Losses relating to a breach of warranties under Article II hereof, without limitation as to time. This Any claim for indemnification by the Buyer under this Section 13.2(c8.2 shall be paid first from the Escrow Fund in accordance with the procedures set forth in the Escrow Agreement. (c) Notwithstanding the provisions of Section 8.2(a) as to the limitations of liability payable by the Sellers hereunder, the following provisions shall apply to any Environmental Claims by the Buyer for indemnification: (i) As to any Environmental Claims relating to or involving AIG's existing manfacturing facility located in Crespin, France or AIG's former facility located in Port Carbon, Pennsylvania (together, the "Special Facilities"), the Buyer shall be entitled to indemnification only if the subject Losses involve proven fraud by any of the Sellers or if the aggregate amount of all such other (i.e., non-fraud) Losses for which indemnification is otherwise available hereunder exceeds $600,000 (the "Special Environmental Basket"). If the Special Environmental Basket has been reached, then, with respect to non-fraud Losses relating to the Special Facilities only, the Sellers shall promptly pay, as incurred, two-thirds of the amount of any such Losses incurred by the Buyer or AIG in excess of the Special Environmental Basket, with the Buyer retaining the balance of any such Losses, but the additional amount of indemnification payable by the Sellers under this Section 8.2(c), when aggregated with all other indemnification payments by the Sellers under this Article VIII (other than Losses involving proven fraud by any of the Sellers) shall not apply exceed the Cap. (ii) As to any failure Environmental Claims relating to or involving any facilities of AIG other than the Special Facilities, the Buyer shall be entitled to indemnification from the Sellers who shall promptly pay, as incurred, two-thirds of the amount of any Losses incurred by the Seller Buyer or AIG, with the Buyer retaining the balance of any such Losses, with no deduction with respect to pay when due the General Basket or Special Environmental Basket, except that the aggregate amount of indemnification payable by the Sellers under this Article VIII (other than Losses involving proven fraud by any of its retained liabilitiesthe Sellers) shall not exceed the Cap.

Limitations on Certain Indemnity. (a) Notwithstanding any other provision of this Agreement to the contrary, (i) neither SABI nor the Seller and AUGI Stockholder shall not be liable to the Buyer with respect to SABI Losses unless and until, and then only to the extent that, until the aggregate amount of all SABI Losses incurred by the Buyer shall exceed the sum of $50,000 5,000 (the "SABI Basket"); provided, however, that and (ii) SABI and the Basket shall not be available with respect to any Losses involving proven fraud by the Seller or AUGI. The Seller and AUGI Stockholder shall thereafter be jointly and severally liable for all SABI Losses in excess of the SABI Basket, provided that the SellerSABI's and AUGIthe Stockholder's maximum aggregate liability in respect of all SABI Losses shall not, in the absence of proven fraud by SABI or the Seller or AUGI Stockholder in respect of any particular SABI Losses, in any event exceed the limitations set forth in Section 13.2(b8.2(c)(i) below; PROVIDED, HOWEVER, that the SABI Basket and such limitation on liability shall not be available with respect to, and there shall not be counted against the SABI Basket or such limitation of liability, any SABI Losses arising by reason of (A) any failure by SABI to pay or perform when due any of its retained liabilities, or (B) any SABI Losses involving proven fraud by SABI or any of its Stockholders. (b) Notwithstanding any other provision of this Agreement to the contrary, (i) neither SABEI nor the Stockholder shall be liable to the Buyer with respect to SABEI Losses unless and until the aggregate amount of all SABEI Losses incurred by the Buyer shall exceed the sum of $5,000 (the "SABEI Basket"), and (ii) SABEI and the Stockholder shall thereafter be jointly and severally liable for all SABEI Losses in excess of the SABEI Basket, provided that SABEI's and the Stockholder's maximum aggregate liability in respect of all SABEI Losses shall not, in the absence of proven fraud by SABEI or the Stockholder in respect of any particular SABEI Losses, in any event exceed the limitations set forth in Section 8.2(c)(ii) below; PROVIDED, HOWEVER, that the SABEI Basket and such limitation on liability shall not be available with respect to, and there shall not be counted against the SABEI Basket or such limitation of liability, any SABEI Losses arising by reason of (A) any failure by SABEI to pay or perform when due any of its retained liabilities, or (B) any SABEI Losses involving proven fraud by SABEI or the Stockholder. (c) Except with respect to any Losses involving proven fraud by the subject Seller or AUGIthe Stockholder, or any failure by any Seller to pay or perform when due any of its retained liabilities, (i) SABI and the Seller and AUGI Stockholder shall only not be required, in the aggregate, required to pay indemnification hereunder, after application hereunder in an aggregate amount in excess of the BasketSABI Purchase Price, up and (ii) SABEI and the Stockholder shall not be required to a maximum pay indemnification hereunder in an aggregate amount equal to in excess of the ConsiderationSABEI Purchase Price. (cd) The Buyer shall be entitled to indemnification by the Seller Sellers and AUGI the Stockholder for Losses only in respect of claims for which notice of claim shall have been given to the subject Seller and AUGI or the Stockholder on or before June 30December 31, 1999, or, with respect to Losses relating to a breach of any warranties in respect of taxes, the expiration of the final statute of limitations for those tax returns covered by the tax warranties contained herein; provided, however, that the Buyer shall not be entitled to indemnification from the Seller or AUGI in the event that the subject claim for indemnification relates to a third-party claim and the Buyer delayed giving notice thereof to the Seller and AUGI to such an extent as to cause material prejudice to the defense of such third-party claim. This Section 13.2(c) shall not apply to any failure by the Seller to pay when due any of its retained liabilities1997.

Limitations on Certain Indemnity. (a) Notwithstanding any other provision of Anything elsewhere contained in this Agreement to the contrarycontrary notwithstanding, Seller makes no representations or warranties with respect to any matters relating to the Business which occurred or existed prior to the consummation of the transactions contemplated by the Purchase Agreement dated as of May 13, 2003 (the “2003 Agreement”) by and among the Companies, the prior owners of the Companies and Pediatrix Medical Group (NGS), Inc. (which entity has been merged with and into PSI), and Buyer shall look solely to PSI’s indemnification rights under the 2003 Agreement with respect to any such matters (subject to and in accordance with the provisions of the 2003 Agreement and any limitations contained therein); provided, however, that this Section 12.2(a) shall not apply to any matters of which the Seller and AUGI has knowledge as of the date hereof or as of the Closing Date. (b) Seller shall not be liable to the Buyer with respect to Buyer Losses unless and until, and then only to the extent that, the aggregate amount of all Buyer Losses incurred by the Buyer with respect thereto shall exceed the sum of $50,000 1,000,000 (the "“Basket"”); provided, however, that the Basket shall not be available with respect to any Losses involving proven fraud by the . Seller or AUGI. The Seller and AUGI shall thereafter be liable for all Buyer Losses in excess of the Basket, provided that the Seller's and AUGI's maximum aggregate liability in respect of all Losses shall not, in the absence of proven fraud by the Seller or AUGI in respect of any particular Losses, in any event exceed the limitations set forth in Section 13.2(b) below. (b) Except with respect to any Losses involving proven fraud by the Seller or AUGI, the Seller and AUGI shall only be required, in the aggregate, to pay indemnification hereunder, after application of the Basket, up to a maximum aggregate amount equal of $35,000,000 (the “Cap”). In no event and under no circumstances shall Seller be liable for any Buyer Losses in an aggregate amount in excess of the Cap; provided, however, that the limitations set forth in this Section 12.2(b) shall not apply to (i) claims based on proven fraud, (ii) any claim relating to a breach of the representations and warranties set forth in Sections 4.1, 4.2 or 4.4, (iii) any claims under Sections 12.1(a)(iii), 12.1(a)(iv), 12.1(a)(v), 12.1(a)(vii) or 12.1(a)(viii) above, or (iv) any claim pursuant to Section 13. In addition, to the Considerationextent that any Buyer Losses are addressed through any adjustments pursuant to Section 3.2 above, such Buyer Losses shall not be the subject of any claim for indemnification under this Section 12. (c) The Buyer shall be entitled to indemnification by the Seller and AUGI for Buyer Losses only in respect of claims for which notice a Notice of claim Claim (as hereinafter defined) shall have been given to the Seller and AUGI on or before June 30that date which is eighteen (18) months after the Closing Date; provided, 1999that (i) the limitations set forth in this Section 12.2(c) shall not apply to any claim relating to a breach of the representations and warranties set forth in Sections 4.1, or4.2 or 4.4 above, or any claim pursuant to Sections 12.1(a)(iii), 12.1(a)(iv) or 12.1(a)(v) above, (ii) with respect to Buyer Losses relating to a breach of any warranties in relating to Tax matters covered by Section 4.8 above, the duration of such indemnity shall be with respect of taxes, to claims asserted prior to the expiration of the final statute of limitations for those tax returns the subject Tax reports and Tax Returns covered by the tax warranties contained hereinunder Section 4.8 above, (iii) with respect to Buyer Losses arising by reason of any breach by Seller of any of its covenants under Section 15 below, the duration of such indemnity shall be with respect to and limited to claims asserted within the lesser of (A) one (1) year after the stated period during which the subject Section 15 covenant is effective, or (B) the applicable statute of limitations, and (iv) the limitations set forth in this Section 12.2(c) shall not apply to any claim pursuant to Section 13. (d) Buyer shall not be liable to Seller with respect to Seller Losses unless and until, and then only to the extent that, the aggregate amount of all Seller Losses with respect thereto shall exceed the Basket. Buyer shall thereafter be liable for all Seller Losses in excess of the Basket, up to a maximum aggregate amount of the Cap. In no event and under no circumstances shall Buyer be liable for any Seller Losses in an aggregate amount in excess of the Cap; provided, however, that the Buyer limitations set forth in this Section 12.2(d) shall not apply to (i) claims based on fraud or knowing misrepresentation, (ii) any claim relating to a breach of the representations and warranties set forth in Sections 5.1, 5.2 or 5.3, or (iii) any claim pursuant to Section 13. (e) Seller shall be entitled to indemnification from by Buyer for Seller Losses only in respect of claims for which a Notice of Claim shall have been given to Buyer on or before that date which is eighteen (18) months after the Seller or AUGI in the event Closing Date; provided, that the subject claim for indemnification relates to a third-party claim and the Buyer delayed giving notice thereof to the Seller and AUGI to such an extent as to cause material prejudice to the defense of such third-party claim. This limitations set forth in this Section 13.2(c12.2(d) shall not apply to any failure claim relating to a breach of the representations and warranties set forth in Sections 5.1, 5.2 or 5.3. (f) Except as otherwise specified in this Section 12.2 or elsewhere in this Agreement, all provisions of this Agreement shall survive the Closing and the consummation of the transactions contemplated hereby and shall continue in full force and effect in accordance with their terms. If either party delivers to the other party, before expiration of the applicable claims period, a claim notice based upon a breach of such representation, warranty, covenant or agreement, then the applicable representation, warranty, covenant or agreement shall survive until, but only for purposes of, the resolution of the matter covered by such notice. The rights to indemnification set forth in this Section 12 shall not be affected by (i) any investigation conducted by or on behalf of Buyer or Seller or any knowledge acquired (or capable of being acquired) by Buyer or Seller, whether before or after the date of this Agreement or the Closing Date, with respect to the inaccuracy of or noncompliance with any representation, warranty, covenant or obligation which is subject to indemnification hereunder, or (ii) any waiver by Buyer or Seller of any closing condition relating to pay when due the accuracy of representations and warranties or the performance of or compliance with agreements and covenants. (g) Except for claims based on fraud and any equitable remedies which may be obtained in accordance with Section 15.5 below, the indemnification provisions of its retained liabilitiesthis Section 12 and Section 13 shall be the parties’ sole and exclusive remedy subsequent to the Closing in respect of any breach or alleged breach of this Agreement.

Limitations on Certain Indemnity. (a) Notwithstanding any other provision of this Agreement to the contrary, except for (i) Losses arising out of claims for breach of any of the Seller and AUGI warranties made under Sections 4.1, 4.2, 4.4, 4.5, 4.8 and/or 4.20 above, (ii) Losses arising out of Unscheduled Liabilities, (iii) Losses arising out of Transferred Liabilities, (iv) Losses arising out of Litigation, and/or (v) Losses involving proven fraud by the Stockholder, the Stockholder shall not be liable to the Buyer or DHS with respect to Losses unless and until, and then only to the extent that, the aggregate amount of all Losses incurred by the Buyer or DHS shall exceed the sum of $50,000 (the "Basket"); provided, however, that the Basket shall not be available with respect to any Losses involving proven fraud by the Seller or AUGI. The Seller and AUGI Stockholder shall thereafter be liable for all Losses in excess of the Basket, provided that the Seller's and AUGIStockholder's maximum aggregate liability in respect of all Losses shall not, in the absence of proven fraud by the Seller or AUGI Stockholder in respect of any particular Losses, in any event exceed the limitations set forth in Section 13.2(b12.2(b) below. (b) Except with respect to any Losses involving proven fraud by the Seller or AUGIStockholder, the Seller and AUGI Stockholder shall only be required, in the aggregate, to pay indemnification hereunder, after application of the Basket, up to a maximum amount equal to the Consideration. (c) The Except with respect to (i) Losses arising under Section 4.1, 4.2, 4.4 or 4.5 above, (ii) Losses arising out of Unscheduled Liabilities, Transferred Liabilities or Litigation, or (iii) any particular Losses the non- discovery of which is attributable in whole or significant part to any proven fraud by the Stockholder (as to which Losses claims may be made hereunder within the applicable statute of limitations), the Buyer and DHS shall be entitled to indemnification by the Seller and AUGI Stockholder for Losses only in respect of claims for which notice of claim shall have been given to the Seller and AUGI Stockholder on or before June 30March 31, 19991998, or, with respect to Losses relating to a breach of any warranties in respect of taxesunder Section 4.8 above, the expiration of the final statute of limitations for those tax returns covered by the tax warranties contained hereinunder Section 4.8 above; provided, however, that neither the Buyer nor DHS shall not be entitled to -------- ------- indemnification from the Seller or AUGI Stockholder in the event that the subject claim for indemnification relates to a third-party claim and the Buyer or DHS (as the case may be) delayed giving notice thereof to the Seller and AUGI Stockholder to such an extent as to cause material prejudice to the defense of such third-party claim. (d) In the event and to the extent that, on the scheduled payment date for any payments pursuant to Section 2.2 above, there shall be pending any claim for indemnification against the Stockholder hereunder, DHS and/or the Buyer shall be entitled to (i) set off against the payment due to the Stockholder hereunder the amount of such claim for indemnification, to the extent that such claim has been established by an arbitration award or a court judgment, and (ii) hold back from any payment otherwise to be made under Section 2.2 above, the amount of any such pending claim which has not been finally determined by arbitration award or court judgment. This Section 13.2(cWith respect to any amounts held back pursuant to the foregoing clause (ii), upon the final resolution of the subject claim, the Buyer or DHS (as the case may be) shall promptly pay to the Stockholder any portion of the amount held back hereunder to the extent that the subject claim is not apply determined in favor of the Buyer or DHS, together with interest (at a rate equal to any failure by the Seller publicly announced prime rate of interest of Citibank, N.A. in New York, New York as of the date the subject payment was originally due under Section 2.2 above) on the net amount required to pay when be paid to the Stockholder hereunder accrued from the date originally due any of its retained liabilitiesunder Section 2.2 above to the date finally paid under this Section 12.2(d).

Limitations on Certain Indemnity. (a) Notwithstanding any other provision of this Agreement to the contrary, except for Losses arising out of claims for breach of any of the warranties made under Sections 4.1, 4.2, 4.4, 4.5, 4.8 and/or 4.20 above, or any Losses described in Section 8.1(a)(ii) above, or any Losses involving proven fraud by the Seller and AUGI or the Stockholder, neither the Seller nor the Stockholder shall not be liable to the Buyer or DHS with respect to Losses unless and until, and then only to the extent that, the aggregate amount of all Losses incurred by the Buyer or DHS shall exceed the sum of $50,000 (the "Basket"); provided, however, that the Basket shall not be available with respect to any Losses involving proven fraud by the Seller or AUGI. The Seller and AUGI the Stockholder shall thereafter be liable for all Losses in excess of the Basket, provided that the Seller's and AUGIthe Stockholder's maximum aggregate liability in respect of all Losses shall not, in the absence of proven fraud by the Seller or AUGI the Stockholder in respect of any particular Losses, in any event exceed the limitations set forth in Section 13.2(b8.2(b) below. (b) Except with respect to any Losses involving proven fraud by the Seller or AUGIthe Stockholder, or any Losses of the type described in Section 8.1(a)(ii) above, the Seller and AUGI the Stockholder shall only be required, in the aggregate, to pay indemnification hereunder, after application of the Basket, up to a maximum amount equal to the Fixed Consideration. (c) The Except with respect to (i) Losses arising under Section 4.1, 4.2, 4.4 or 4.5 above, (ii) Losses of the type described in Section 8.1(a)(ii) above, or (iii) any particular Losses the non-discovery of which is attributable in whole or significant part to any proven fraud by the Seller or the Stockholder (as to which Losses claims may be made hereunder within the applicable statute of limitations), the Buyer and DHS shall be entitled to indemnification by the Seller and AUGI the Stockholder for Losses only in respect of claims for which notice of claim shall have been given to the Seller and AUGI the Stockholder on or before June 30March 31, 19991998, or, with respect to Losses relating to a breach of any warranties in respect of taxesunder Section 4.8 above, the expiration of the final statute of limitations for those tax returns covered by the tax warranties contained hereinunder Section 4.8 above; provided, however, that neither the Buyer nor DHS shall not be entitled to -------- ------- indemnification from the Seller or AUGI the Stockholder in the event that the subject claim for indemnification relates to a third-party claim and the Buyer or DHS (as the case may be) delayed giving notice thereof to the Seller and AUGI the Stockholder to such an extent as to cause material prejudice to the defense of such third-party claim. This Section 13.2(c. (d) shall not apply Anything elsewhere contained in this Agreement to any failure the contrary notwithstanding, upon the consummation of the transactions contemplated by the Stock Purchase Agreement, the Seller shall be relieved of all indemnification obligations under this Agreement (including but not limited to pay when due (i) liabilities for any pending claims, and (ii) liability to the Stockholder for contribution in respect of its retained liabilitiesclaims previously paid), and all liability for indemnification which may be payable to the Buyer or DHS pursuant to this Agreement shall thereafter constitute the sole obligation of the Stockholder.

Limitations on Certain Indemnity. (a) Notwithstanding any other provision of this Agreement to the contrary, (i) neither the Seller and AUGI nor the Stockholders shall not be liable to the Buyer with respect to Losses unless and until, and then only to the extent that, until the aggregate amount of all Losses incurred by the Buyer shall exceed the sum of $50,000 15,000 (the "Basket"); provided, however, that the Basket shall not be available with respect to any Losses involving proven fraud by and (ii) the Seller or AUGI. The Seller and AUGI the Stockholders shall thereafter be jointly and severally liable for all Losses in excess of the Basket, provided that the Seller's and AUGI's the Stockholders' maximum aggregate liability in respect of all Losses shall not, in the absence of proven fraud by the Seller or AUGI either of the Stockholders in respect of any particular Losses, in any event exceed the limitations set forth in Section 13.2(b8.2(b) below; PROVIDED, HOWEVER, that the Basket and such limitation on liability shall not be available with respect to, and there shall not be counted against the Basket or such limitation of liability, any Losses arising by reason of (A) any breach by the Seller or either of the Stockholders of Section 11.2 above, (B) any failure by the Seller to pay or perform when due any of its retained liabilities, or (C) any Losses involving proven fraud by the Seller or either of the Stockholders. (b) Except with respect to any Losses involving proven fraud by the Seller or AUGIeither of the Stockholders, or any breach of Section 11.2 above, or any failure by the Seller to pay or perform when due any of its retained liabilities, the Seller and AUGI the Stockholders shall only not be required, in the aggregate, required to pay indemnification hereunder, after application hereunder in an aggregate amount in excess of the BasketPurchase Price. To the extent that, up at the time of payment, the Seller or the Stockholders still hold any Preferred Stock, then the Seller and/or the Stockholders shall have the option of satisfying any claim in respect of Losses by tendering to the Parent for cancellation a maximum amount number of shares of Preferred Stock having an aggregate liquidation value equal to the Considerationamount of the subject claim which is to be satisfied in such manner. (c) The Buyer shall be entitled to indemnification by the Seller and AUGI the Stockholders for Losses only in respect of claims for which notice of claim shall have been given to the Seller and AUGI or the Stockholders on or before June 30March 31, 1999, or, with respect to Losses relating to a breach of any warranties in respect of taxes, the expiration of the final statute of limitations for those tax returns covered by the tax warranties contained herein; provided, however, that the Buyer shall not be entitled to indemnification from the Seller or AUGI in the event that the subject claim for indemnification relates to a third-party claim and the Buyer delayed giving notice thereof to the Seller and AUGI to such an extent as to cause material prejudice to the defense of such third-party claim. This Section 13.2(c) shall not apply to any failure by the Seller to pay when due any of its retained liabilities1998.

Limitations on Certain Indemnity. (a) Notwithstanding any other provision of this Agreement to the contrary, (i) the Seller and AUGI Stockholder shall not be liable to the Buyer with respect to Losses unless and until, and then only to the extent that, until the aggregate amount of all Losses incurred by the Buyer shall exceed the sum of $50,000 10,000 (the "Basket"); provided, however, that and (ii) the Basket shall not be available with respect to any Losses involving proven fraud by the Seller or AUGI. The Seller and AUGI Stockholder shall thereafter be liable for all Losses in excess of the Basket, provided that the Seller's and AUGIStockholder's maximum aggregate liability in respect of all Losses shall not, in the absence of proven fraud by the Seller or AUGI Stockholder in respect of any particular Losses, in any event exceed the limitations set forth in Section 13.2(b8.2(b) below; PROVIDED, HOWEVER, that the Basket and such limitation on liability shall not be available with respect to, and there shall not be counted against the Basket or such limitation of liability, any Losses arising by reason of any Losses involving proven fraud by the Stockholder. (b) Except with respect to any Losses involving proven fraud by the Seller or AUGIStockholder, the Seller and AUGI Stockholder shall only not be required, in the aggregate, required to pay indemnification hereunder, after application hereunder in an aggregate amount in excess of the BasketCompany Valuation. The Stockholder shall have the option of satisfying all or any portion of any claim in respect of Losses by tendering to the Buyer for cancellation a number of Shares (which, up for purposes of this Section 8.2(b), shall include any shares of an Exchange Entity issued in exchange or substitution for the Shares by reason of any Combination) having an aggregate value (determined in accordance with Section 2.1 above, subject to a maximum amount appropriate arithmetic adjustment to account for any stock split, stock dividend, combination of shares or other such event (including any Combination) which may occur at any time or from time to time subsequent to the date hereof in respect of the outstanding common stock of the Buyer) equal to the Considerationamount of the subject claim which is to be satisfied in such manner. (c) The Buyer shall be entitled to indemnification by the Seller and AUGI Stockholder for Losses only in respect of claims for which notice of claim shall have been given to the Seller and AUGI Stockholder on or before June 30December 31, 1999, or, with respect to Losses relating to a breach of any warranties in respect of taxes, the expiration of the final statute of limitations for those tax returns covered by the tax warranties contained herein; provided, however, that the Buyer shall not be entitled to indemnification from the Seller or AUGI in the event that the subject claim for indemnification relates to a third-party claim and the Buyer delayed giving notice thereof to the Seller and AUGI to such an extent as to cause material prejudice to the defense of such third-party claim. This Section 13.2(c) shall not apply to any failure by the Seller to pay when due any of its retained liabilities1997.

Limitations on Certain Indemnity. (a) Notwithstanding any other provision of this Agreement to the contrary, (i) neither PBF nor the Seller and AUGI Stockholder shall not be liable to the Buyer with respect to PBF Losses unless and until, and then only to the extent that, until the aggregate amount of all PBF Losses incurred by the Buyer shall exceed the sum of $50,000 12,500 (the "PBF Basket"); provided, however, that and (ii) PBF and the Basket shall not be available with respect to any Losses involving proven fraud by the Seller or AUGI. The Seller and AUGI Stockholder shall thereafter be jointly and severally liable for all PBF Losses in excess of the PBF Basket, provided that the SellerPBF's and AUGIthe Stockholder's maximum aggregate liability in respect of all PBF Losses shall not, in the absence of proven fraud by PBF or the Seller or AUGI Stockholder in respect of any particular PBF Losses, in any event exceed the limitations set forth in Section 13.2(b8.2(c)(i) below; provided, however, that the PBF Basket and such limitation on liability shall not be available with respect to, and there shall not be counted against the PBF Basket or such limitation of liability, any PBF Losses arising by reason of (A) any breach by PBF or the Stockholder of Section 7.2 above, (B) any failure by PBF to pay or perform when due any of its retained liabilities, or (C) any PBF Losses involving proven fraud by PBF or the Stockholder. (b) Notwithstanding any other provision of this Agreement to the contrary, (i) neither MMM nor the Stockholder shall be liable to the Buyer with respect to MMM Losses unless and until the aggregate amount of all MMM Losses incurred by the Buyer shall exceed the sum of $37,500 (the "MMM Basket"), and (ii) MMM and the Stockholder shall thereafter be jointly and severally liable for all MMM Losses in excess of the MMM Basket, provided that MMM's and the Stockholder's maximum aggregate liability in respect of all MMM Losses shall not, in the absence of proven fraud by MMM or the Stockholder in respect of any particular MMM Losses, in any event exceed the limitations set forth in Section 8.2(c)(ii) below; provided, however, that the MMM Basket and such limitation on liability shall not be available with respect to, and there shall not be counted against the MMM Basket or such limitation of liability, any MMM Losses arising by reason of (A) any breach by MMM or the Stockholder of Section 7.2 above, (B) any failure by MMM to pay or perform when due any of its retained liabilities, or (C) any MMM Losses involving proven fraud by MMM or the Stockholder. (c) Except with respect to any Losses involving proven fraud by the subject Seller or AUGIthe Stockholder, or any breach of Section 7.2 above, or any failure by either Seller to pay or perform when due any of its retained liabilities, (i) PBF and the Seller and AUGI Stockholder shall only not be required, in the aggregate, required to pay indemnification hereunder, after application hereunder in respect of PBF Losses in an aggregate amount in excess of the BasketPBF Purchase Price, up and (ii) MMM and the Stockholder shall not be required to a maximum pay indemnification hereunder in respect of MMM Losses in an aggregate amount equal to in excess of the ConsiderationMMM Purchase Price. (cd) Each Seller and the Stockholder shall have the option of satisfying a portion of each claim in respect of Losses by tendering to the Parent for cancellation a number of Shares (which, for purposes of this Section 8.2(d), shall include any shares of an Exchange Entity issued in exchange or substitution for the Shares by reason of any Combination) having an aggregate value (determined in accordance with Section 3 above, subject to appropriate arithmetic adjustment to account for any stock split, stock dividend, combination of shares or other such event (including any Combination) which may occur at any time or from time to time subsequent to the date hereof in respect of the outstanding common stock of the Parent) equal to that portion of the subject claim to be satisfied in such manner, which portion shall not exceed (a) as to PBF and the Stockholder, the proportion of the total PBF Purchase Price represented by the value (determined in accordance with Section 3 above, subject to appropriate arithmetic adjustment to account for any stock split, stock dividend, combination of shares or other such event (including any Combination) which may occur at any time or from time to time subsequent to the date hereof in respect of the outstanding common stock of the Parent) of the Shares issued to PBF hereunder, and (b) in the case of MMM and the Stockholder, the proportion of the total MMM Purchase Price represented by the value (determined in accordance with Section 3 above, subject to appropriate arithmetic adjustment to account for any stock split, stock dividend, combination of shares or other such event (including any Combination) which may occur at any time or from time to time subsequent to the date hereof in respect of the outstanding common stock of the Parent) of the Shares issued to MMM hereunder. (e) The Buyer shall be entitled to indemnification by the Seller Sellers and AUGI the Stockholder for Losses only in respect of claims for which notice of claim shall have been given to the subject Seller and AUGI or the Stockholder on or before June 30December 31, 1999, or, with respect to Losses relating to a breach of any warranties in respect of taxes, the expiration of the final statute of limitations for those tax returns covered by the tax warranties contained herein; provided, however, that the Buyer shall not be entitled to indemnification from the Seller or AUGI in the event that the subject claim for indemnification relates to a third-party claim and the Buyer delayed giving notice thereof to the Seller and AUGI to such an extent as to cause material prejudice to the defense of such third-party claim. This Section 13.2(c) shall not apply to any failure by the Seller to pay when due any of its retained liabilities1997.

Limitations on Certain Indemnity. (a) Notwithstanding any other provision of this Agreement Anything contained in Section 14.1(a) above to the contrarycontrary notwithstanding, the Seller and AUGI the Holders shall not be liable to the for any Buyer with respect to Losses (i) unless and until, and then only to the extent that, the aggregate amount of all Buyer Losses incurred by the Buyer shall exceed the sum of $50,000 300,000 (the "BasketDeductible"), and (ii) for any amount in excess of $9,000,000 in the aggregate (the "Cap"); provided, however, that the Basket Deductible and the Cap shall not be available with respect to applicable to, and there shall not be counted against the Deductible or the Cap, any Buyer Losses involving proven which (A) arise out of a breach or violation of Sections 4.1, 4.2, 4.3, 4.4 or 16.2, or (B) involve, or are grounded in a claim of, common law fraud by the Seller or AUGI. The Seller and AUGI shall thereafter be liable for all Losses in excess of the Basket, provided that the Seller's and AUGI's maximum aggregate liability in respect of all Losses shall not, in the absence of proven fraud by the Seller or AUGI in respect of any particular Losses, in any event exceed the limitations set forth in Section 13.2(b) below(a "Fraud Claim"). (b) Except with respect to any Losses involving proven fraud by the Seller or AUGI, the Seller and AUGI shall only be required, in the aggregate, to pay indemnification hereunder, after application of the Basket, up to a maximum amount equal to the Consideration. (c) The Buyer shall be entitled to indemnification by the Seller and AUGI each Holder for Buyer Losses only in respect of claims for which notice of claim shall have been given to the Seller and AUGI on or before June 30the first anniversary of the Closing Date and Seller and the Holders shall be entitled to indemnification by Buyer for Seller Losses only in respect for which notice of claim shall have been given to Buyer on or before the first anniversary of the Closing Date; provided, 1999, or, that (i) with respect to Buyer Losses relating to a breach of any warranties in relating to tax matters covered by Section 4.8 above, the duration of such indemnity shall be with respect of taxes, to claims asserted prior to the expiration of the final statute of limitations for those tax reports and tax returns covered by the tax warranties contained herein; providedunder Section 4.8 above, however(ii) with respect to any Buyer Losses or Seller Losses arising by reason of any breach by Seller, that any Holder, or any Affiliate of Seller or a Holder, or Buyer or any Affiliate of Buyer, as the case may be, of any of the covenants under Section 16 below, the duration of the indemnity in respect thereof shall be with respect to and limited to claims asserted within the lesser of (A) the stated period during which the subject Section 16 covenant is effective, or (B) the applicable statute of limitations. Neither Buyer nor Seller shall not be entitled to indemnification from the Seller or AUGI in the event that the subject claim for indemnification relates to a third-party claim and the Buyer prospective indemnified party or any applicable Affiliate of such indemnified party delayed giving notice thereof to the Seller and AUGI to such an extent as to cause material prejudice to the defense of such third-party claim. (c) If Buyer desires to make a claim for indemnification hereunder, Buyer shall provide Seller with written notice thereof, describing in reasonable detail the basis for the claim of indemnification and the Buyer Losses actually incurred by Buyer. This Section 13.2(c) Seller shall have a period of up to thirty days to dispute any such claim of indemnification, Buyer shall not apply be entitled to exercise any failure by remedies in respect of any such claim of indemnification until the Seller earlier to pay when due any occur of its retained liabilities(i) mutual agreement of the parties as to the amount of Buyer Losses or (ii) resolution of such disputes pursuant to Section 19.

Limitations on Certain Indemnity. (a) Notwithstanding any other provision of this Agreement to the contrary, the Seller and AUGI shall not be liable to the Buyer with respect to Losses unless and until, and then only to the extent that, the aggregate amount of all Losses incurred by the Buyer shall exceed the sum of $50,000 (the "Basket"); provided, however, that the Basket shall not be available with respect to any Losses involving proven fraud by the Seller or AUGI. The Seller and AUGI shall thereafter be liable for all Losses in excess of the Basket, provided that the Seller's and AUGI's maximum aggregate liability in respect of all Losses shall not, in the absence of proven fraud by the Seller or AUGI in respect of any particular Losses, in any event exceed the limitations set forth in Section 13.2(b) below. (b) Except with respect to any Losses involving proven fraud by the Seller or AUGI, the Seller and AUGI shall only be required, in the aggregate, to pay indemnification hereunder, after application of the Basket, up to a maximum amount equal to the Consideration. (c) The Buyer shall be entitled to indemnification by the Seller and AUGI for Losses only in respect of claims for which notice of claim shall have been given to the Seller and AUGI on or before June 30, 1999, or, with respect to Losses relating to a breach of any warranties in respect of taxes, the expiration of the final statute of limitations for those tax returns covered by the tax warranties contained herein; provided, however, that the Buyer shall not be entitled to indemnification from the Seller or AUGI in the event that the subject claim for indemnification relates to a third-party claim and the Buyer delayed giving notice thereof to the Seller and AUGI to such an extent as to cause material prejudice to the defense of such third-third- party claim. This Section 13.2(c) shall not apply to any failure by the Seller to pay when due any of its retained liabilities.

Limitations on Certain Indemnity. (a) Notwithstanding any other provision of this Agreement to the contrary, except as specified in Section 7.2(d), neither the Seller and AUGI nor the Stockholder shall not be liable to the Buyer with respect to Losses unless and until, and then only to the extent that, until the aggregate amount of all Losses incurred by the Buyer shall exceed the sum of $50,000 25,000 (the "Basket"); provided, however, that the Basket shall not be available with respect to any Losses involving proven fraud by the Seller or AUGI. The Seller and AUGI the Stockholder shall thereafter be jointly and severally liable for all Losses in excess of the Basket, provided that the Seller's and AUGIthe Stockholder's maximum aggregate liability in respect of all Losses shall not, in the absence of proven fraud by the Seller or AUGI in respect of any particular Losses, in any event exceed the limitations set forth except as specified in Section 13.2(b7.2(d) below. (b) Except and with respect to any Losses involving proven fraud by the Seller or AUGIthe Stockholder, in any event exceed the limitations set forth in Section 7.2(b) below. (b) Except as specified in Section 7.2(d) and with respect to any Losses involving proven fraud by the Seller or the Stockholder, the Seller and AUGI the Stockholder shall only not be required, in the aggregate, to pay indemnification hereunder, after application of the Basket, up to a maximum hereunder in an aggregate amount equal to the Considerationlesser of (i) $150,000, plus the Stockholder's net proceeds from the sale of the Shares, if the Shares have been sold or, if not, then the fair market value of the Shares, based on the average closing price of the Shares over the preceding five consecutive trading days, at the time the indemnification is to be satisfied, or (ii) One Million One Hundred Fifty Thousand Dollars ($1,150,000). (c) The Buyer shall be entitled to indemnification by the Seller and AUGI the Stockholder for Losses only in respect of claims for which notice of claim shall have been given to the Seller and AUGI or the Stockholder on or before June 30April 15, 19992005. (d) The limitations set forth in subsections (a), or, with respect to Losses relating to a breach (b) and (c) of any warranties in respect of taxes, the expiration of the final statute of limitations for those tax returns covered by the tax warranties contained herein; provided, however, that the Buyer shall not be entitled to indemnification from the Seller or AUGI in the event that the subject claim for indemnification relates to a third-party claim and the Buyer delayed giving notice thereof to the Seller and AUGI to such an extent as to cause material prejudice to the defense of such third-party claim. This this Section 13.2(c) 7.2 shall not apply to any failure by claim of the Seller Buyer with respect to pay when due any of its retained liabilitiesthe ROI Litigation.

Limitations on Certain Indemnity. (a) Notwithstanding any other provision of this Agreement to the contrary, except for Losses arising out of claims for breach of any of the Seller warranties made under Sections 4.1, 4.2, 4.3, 4.8 and/or 4.22 above, the Sellers and AUGI Horizon shall not be liable to the Buyer or DHS with respect to Losses unless and until, and then only to the extent that, the aggregate amount of all Losses incurred by the Buyer or DHS shall exceed the sum of $50,000 100,000 (the "Basket"); provided, however, that the Basket shall not be available with -------- ------- respect to any Losses involving proven fraud by the Seller or AUGIunder Section 12.1(a)(ii). The Seller Sellers and AUGI Horizon shall thereafter be liable for all Losses in excess of the Basket, provided that the Seller's Sellers' and AUGIHorizon's maximum aggregate liability in respect of all Losses shall not, in the absence of proven fraud by either of the Seller Sellers or AUGI Horizon in respect of any particular Losses, in any event exceed the limitations set forth in Section 13.2(b12.2(b) below. (b) Except with respect to any Losses involving proven fraud by either of the Seller Sellers or AUGIHorizon, the Seller Sellers and AUGI Horizon shall only be required, in the aggregate, to pay indemnification hereunder, after application of the Basket, up to a maximum amount equal to the Consideration. (c) The Buyer and DHS shall be entitled to indemnification by the Seller Sellers and AUGI Horizon for Losses only in respect of claims for which notice of claim shall have been given to the Seller Sellers and AUGI Horizon on or before June 30March 31, 19991998, or, with respect to Losses relating to a breach of any warranties in respect of taxesunder Section 4.8 above, the expiration of the final statute of limitations for those tax returns covered by the tax warranties contained hereinunder Section 4.8 above; provided, however, that neither the -------- ------- Buyer nor DHS shall not be entitled to indemnification from the Seller Sellers or AUGI Horizon in the event that the subject claim for indemnification relates to a third-party claim and the Buyer or DHS (as the case may be) delayed giving notice thereof to the Seller Sellers and AUGI Horizon to such an extent as to cause material prejudice to the defense of such third-party claim. This Section 13.2(c12.2(c) shall not apply to any failure by either of the Seller Sellers to pay when due any of its retained liabilities.

Limitations on Certain Indemnity. (a) Notwithstanding any other provision of this Agreement to the contrary, except with respect to any Losses involving proven fraud by the Seller and AUGI Stockholder, the Stockholder shall not be liable to the Parent or the Buyer with respect to Losses unless and until, and then only to the extent that, the aggregate amount of all Losses incurred by the Parent and/or the Buyer and not paid for by applicable insurance shall exceed the sum of $50,000 25,000 (the "“Basket"”); provided, however, that the Basket shall not be available with respect to any Losses involving proven fraud by the Seller or AUGI. The Seller and AUGI Stockholder shall thereafter be liable for all Losses in excess of the Basket, provided that the Seller's and AUGI's maximum aggregate liability in respect of all Losses shall not, in the absence of proven fraud by the Seller or AUGI in respect of any particular Losses, in any event exceed subject thereafter to the limitations set forth in Section 13.2(b12.2(b) below. (b) Except with respect to any Losses involving proven fraud by the Seller or AUGIStockholder, the Seller and AUGI Stockholder shall only not be required, in the aggregate, to pay indemnification hereunder, after application hereunder with respect to (i) Losses arising from or relating to the representations and warranties contained in Section 4.18 (Environmental Matters) in an aggregate amount in excess of the BasketMerger Consideration received and/or receivable by him pursuant to Section 2 above or (ii) any other indemnified Losses in an aggregate amount in excess of $2,000,000, up provided that in no event shall the aggregate indemnification liability of the Stockholder under this Section 12 exceed the Merger Consideration received and/or receivable by him pursuant to Section 2 above. For purposes hereof, the Parent Shares shall be valued at the same value per share utilized for purposes of Section 2.1(a)(i) above, as the case may be (subject to arithmetic adjustment in the event of any stock split, stock dividend, recapitalization or other such event which may occur at any time or from time to time after the Closing Date with respect to such common stock), and the Stockholder shall have the right to satisfy all or any portion of his indemnification obligations by tendering to the Parent or the Buyer a maximum amount number of Parent Shares having a value (determined as aforesaid) equal to the Considerationamount of the subject indemnification claim being satisfied in such manner. (c) Notwithstanding any other provision of this Agreement to the contrary, except with respect to any Losses involving proven fraud by the Parent or the Buyer, the Parent or the Buyer, taken together, shall not be liable to the Stockholder with respect to Losses unless and until, and then only to the extent that, the aggregate amount of all Losses incurred by the Stockholder shall exceed the sum of the Basket. The Parent or the Buyer shall thereafter be jointly and severally liable for all Losses in excess of the Basket, subject thereafter to the limitations set forth in Section 12.2(d) below. (d) Except with respect to any Losses involving proven fraud by the Parent or the Buyer, the Parent or the Buyer, taken together, shall not be required, in the aggregate, to pay indemnification hereunder in an aggregate amount in excess of the Merger Consideration paid and/or payable by Buyer pursuant to Section 2 above. (e) The Parent and the Buyer shall be entitled to indemnification by the Seller and AUGI Stockholder for Losses only in respect of claims for which notice of claim shall have been given to the Seller and AUGI Stockholder on or before June 30, 1999the date that is 18 months after the Closing Date, or, with respect to Losses relating to a breach of any warranties in respect of taxesunder Sections 4.8 and 4.18, the expiration of the final statute of limitations for those tax returns or tax reports and environmental matters covered by the tax warranties contained hereinunder Sections 4.8 and 4.18 above; provided, however, that the Buyer shall not be entitled to indemnification from the Seller or AUGI hereunder in the event that the subject claim for indemnification relates to a third-party claim and the Buyer delayed giving notice thereof to the Seller and AUGI Stockholder to such an extent as to cause material prejudice to the defense of such third-party claim. This Section 13.2(c) shall not apply to any failure by the Seller to pay when due any of its retained liabilities.