Common use of Limitations on Indemnification Clause in Contracts

Limitations on Indemnification. TCI, Newco, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco shall exceed the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation IES and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders shall exceed the greater of (a) 1.03.0% of the sum of (i) the cash paid to the Stockholders pursuant to Section 1.2 plus (ii) the value of the TCI IES Stock delivered to the Stockholders pursuant to Section 1.2 (calculated as provided in this Section 11.5) ), or (b) $100,000 50,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco IES until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco IES shall exceed $50,000. Even after the $50,000 threshold for IES or the Indemnification ThresholdThreshold for a Stockholder has been met, all claims must be made in $10,000 increments, which claims may be cumulated in order to meet such $50,000 and $10,000 thresholds. For purposes of this paragraph, the IES Stock delivered to the Stockholders shall be valued at the initial public offering price as set forth in the Registration Statement. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds eighty-five percent (85%) of the amount of proceeds received by such Stockholder (valued as of the Consummation Date) in connection with the Mergerpurchase and sale of the Company Stock. For purposes of calculating crediting Stockholders for payments made pursuant to Section 11.1, the value of the TCI Stock received by a Stockholder, TCI IES Stock shall be valued at its the greater of (a) the initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have Statement and (b) the right to satisfy an indemnification obligation through payment average of a combination the closing prices of stock and cash in proportion equal the IES Stock (rounded to the proportion of stock and cash received by such Stockholder in connection with nearest one thousandth) on the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.five trading days

Limitations on Indemnification. TCIMETALS, NewcoNEWCO, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders STOCKHOLDERS shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders STOCKHOLDERS plus (ii) the value of the TCI METALS Stock delivered to Stockholders STOCKHOLDERS (calculated as provided in this Section 11.5) or (b) $100,000 50,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI METALS or Newco NEWCO until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDERS may have against TCI METALS or Newco NEWCO shall exceed the Indemnification Threshold$50,000. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder STOCKHOLDER shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder STOCKHOLDER in connection with the Merger. For purposes of calculating the value of the TCI METALS Stock received by a StockholderSTOCKHOLDER, TCI METALS Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby understood and agreed that a Stockholder shall have the right to STOCKHOLDER may satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder STOCKHOLDER in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCILandCARE, Newco, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI LandCARE Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 50,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco shall exceed the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value of the TCI LandCARE Stock received by a Stockholder, TCI LandCARE Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCIHome, Newco, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Home Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 50,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI Home or Newco until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI Home or Newco shall exceed the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value of the TCI Home Stock received by a Stockholder, TCI Home Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCICSI, NewcoNEWCO, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders STOCKHOLDERS shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders STOCKHOLDERS plus (ii) the value of the TCI CSI Stock delivered to Stockholders STOCKHOLDERS (calculated as provided in this Section 11.5) or (b) $100,000 50,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI CSI or Newco NEWCO until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDERS may have against TCI CSI or Newco NEWCO shall exceed the Indemnification Threshold$50,000. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder STOCKHOLDER shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder STOCKHOLDER in connection with the Merger. For purposes of calculating the value of the TCI CSI Stock received by a StockholderSTOCKHOLDER, TCI CSI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby understood and agreed that a Stockholder shall have the right to STOCKHOLDER may satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder STOCKHOLDER in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 (a) AmPaM shall not assert any claim for indemnification hereunder under this Section 11 against the Stockholders until such time as, and solely to the extent that, the aggregate of all claims which such persons AmPaM may have against such the Stockholders shall exceed the greater of (a) 1.03.0% of the sum of (i) the cash paid to the Stockholders pursuant to Section 1.2 plus (ii) the value of the TCI AmPaM Stock delivered to the Stockholders pursuant to Section 1.2 (calculated as provided in this Section 11.5) plus (iii) the principal amount of the AmPaM Notes delivered to the Stockholders pursuant to Section 1.2, or (b) $100,000 50,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco AmPaM until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco AmPaM shall exceed $50,000; provided, however, that this sentence shall not be applicable with respect of any failure by AmPaM to (i) deliver the consideration specified in Annex I hereto on the Closing Date upon the satisfaction, or waiver by AmPaM, of all conditions to the occurrence of the Closing Date specified in Section 9 or (ii) comply with its obligations pursuant to Section 10.1. After the $50,000 threshold for AmPaM (subject to the proviso in the preceding sentence) or the Indemnification Threshold. No person shall Threshold for a Stockholder has been met, all claims must be entitled made in $10,000 increments, which claims may be cumulated in order to indemnification under this Section 11 if and to the extent that meet such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger$10,000 thresholds. For purposes of calculating this paragraph, the value of AmPaM Stock delivered to the TCI Stock received by a Stockholder, TCI Stock Stockholders shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash$13.00 per share.

Limitations on Indemnification. TCINone of PARENT, NewcoACQUISITION CORP., the Surviving Corporation and the nor any other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which all such persons may have against all such the Stockholders STOCKHOLDERS shall exceed the greater of (a) 1.0% of the sum of (i) the sum of the cash paid to Stockholders STOCKHOLDERS plus (ii) the value of the TCI Parent Stock delivered to Stockholders STOCKHOLDERS (calculated as provided in this Section 11.5below) or (b) $100,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI PARENT or Newco ACQUISITION CORP. until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders all STOCKHOLDERS may have against TCI PARENT or Newco ACQUISITION CORP. shall exceed the amount of the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder STOCKHOLDER shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder STOCKHOLDER in connection with the Merger. For purposes of calculating the value of the TCI Parent Stock received by a StockholderSTOCKHOLDERS, TCI Parent Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby understood and agreed that a Stockholder shall have the right to STOCKHOLDER may satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder STOCKHOLDER in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco shall exceed the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the MergerExchange. For purposes of calculating the value of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the MergerExchange, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCIPurchaser, Newcothe Company, the Surviving Corporation and the other persons Persons or entities indemnified pursuant to Section 11.1 or 11.2 10.1 shall not assert any claim for indemnification hereunder against the Stockholders Seller until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders Seller shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 54,000 (the "Indemnification Threshold"), whereupon such claims shall be indemnified in full. Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders The Seller shall not assert any claim for indemnification hereunder against TCI Purchaser, the Company or Newco the Surviving Corporation until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders Seller may have against TCI Purchaser, the Company or Newco the Surviving Corporation shall exceed $54,000, whereupon such claims shall be indemnified in full. The limitation or assertion of claims for indemnifications contained in this paragraph shall apply only to claims based upon inaccuracies in, or breaches of, representations and warranties contained in this Agreement or any document, instrument, certificate or other item required to be furnished pursuant to this Agreement or in connection with the Indemnification Thresholdtransaction contemplated by this Agreement. No person shall be entitled to indemnification under this Section 11 Article 10 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder except for Indemnifiable Losses described in Section 10.1(iv), the Seller shall not be liable under this Section 11 Article 10 or otherwise for an amount which exceeds the amount of proceeds received by such Stockholder the Seller in connection with the Mergertransactions contemplated herein. For purposes of calculating the value of foregoing limitation, the TCI Stock received by a Stockholder, TCI DocuNet Common Stock shall be valued at its initial public offering price the Initial Public Offering Price. No claim under this Article 10 shall be made unless an Indemnity Notice, an Unliquidated Indemnity Notice or a Claim Notice (as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal applicable) has been given prior to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashapplicable survival period.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any No claim for indemnification may be made after the Closing by the Indemnified Party unless the aggregate amount of all losses resulting from Claims incurred by the Indemnified Party and otherwise indemnified against hereunder against exceeds $75,000, in which case the Stockholders until such time as, and solely Indemnified Party shall indemnify the Indemnified Party only to the extent that, such losses exceed $75,000. All claims against the aggregate Escrow Account shall be allocable one- half to Stockholder individually and one-half to the holders of the RSA Units (as a group). The provisions for indemnification set forth in this Article IX shall be the sole right and remedy of the parties for any and all claims which such persons Claims that the parties hereto may have against such the Stockholders shall exceed the greater of (a) 1.0% one another hereunder or otherwise arising under this Agreement or any agreement, document or instrument delivered hereunder. The obligation of the sum of (i) the cash paid to Stockholders plus (ii) the value Stockholder, individually and in his capacity as representative of the TCI Stock delivered holders of the RSA Units, to Stockholders (calculated as provided indemnify an Indemnified Party hereunder in this Section 11.5) or (b) $100,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert of any claim for indemnification hereunder against TCI or Newco until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco shall exceed the Indemnification Threshold. No person Claim shall be entitled to indemnification under this Section 11 if and satisfied first from the Escrow Account, to the extent that there are sufficient funds in the Escrow Account to satisfy such person's claim for indemnification is Claim, and second directly or indirectly related to a breach by such person of any representationStockholder (in which case, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds obligated to pay at least 55% of such Claim in cash, and the remainder may be satisfied by returning the number of Virata Ordinary Shares (valued at the lesser of $0.70 per share or the fair market value of such Virata Ordinary Shares as determined in good faith by Virata's Board of Directors) owned by Stockholder necessary to satisfy the remainder of such Claim). Notwithstanding anything to the contrary contained herein, the liability of Stockholder, individually and in his capacity as representative of the holders of the RSA units, to any Indemnified Party in respect of any and all Claims shall not exceed the sum of the entire amount of proceeds Stockholder's consideration deposited into the Escrow Account and the other consideration paid to Stockholder pursuant to Section 1.5(a) above, and the liability of the holders of the RSA Units to any Indemnified Party in respect of any and all Claims shall not exceed the entire amount of the RSA Unit holders' consideration deposited into the Escrow Account. Notwithstanding anything to the contrary contained herein, the liability of Virata to any Indemnified Party in respect of any Claims shall not exceed the value (measured as of the Closing Date) of the Virata Shares or Virata Acquisition Options received by such Stockholder Indemnified Party pursuant to Section 1.5 above, and the liability of Virata to all Indemnified Parties in connection with the Merger. For purposes respect of calculating all Claims shall not exceed the value (measured as of the TCI Stock received Closing Date) of the Virata Shares and Virata Acquisition Options delivered by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right Virata pursuant to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately Section 1.5 above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCIPentacon, Newco, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders after the applicable Expiration Date and in no event until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders shall exceed the greater of (a) 1.01% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to total consideration (including stock and cash) received by the Stockholders (calculated as provided in this Section 11.5) from the Merger or (b) $100,000 (the "Indemnification Threshold"). Except with respect , and then only to the right to receive extent of the merger consideration as set forth on Annex I, excess over the Indemnification Threshold. Stockholders shall not assert any claim for indemnification hereunder against TCI Pentacon or Newco after the applicable Expiration Date and in no event until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI Pentacon or Newco shall exceed the Indemnification Threshold, and then only to the extent of the excess over the Indemnification Threshold. .1). No person shall be entitled to indemnification under this Section 11 if if, and only to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. The pursuit by Pentacon, the Surviving Corporation, Newco or the Company, of any claim for indemnification hereunder against a Stockholder shall require a majority vote of the board of directors of Pentacon, excluding for the purposes of such vote any director who was previously a stockholder of the Company or is a representative of the stockholders of the Company as existing prior to the closing of the transaction contemplated in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable (in the aggregate from time to time taking into account all indemnification payments made hereunder) under this Section 11 (a) for an any amount which is less than or equal to the Indemnification Threshold (and then only to the extent of the excess over the Indemnification Threshold) or (b) for any amount which exceeds the amount of proceeds (including cash and stock) received by such Stockholder in connection with the Merger. Each Stockholder shall have the option of satisfying his or her indemnity obligation in cash and/or by returning or transferring shares of Pentacon Stock to Pentacon or any other Indemnified Party. For purposes of calculating the value of the TCI Pentacon Stock received by a StockholderStockholder and satisfying any indemnity claim by returning or transferring Pentacon Stock, TCI Pentacon Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed Notwithstanding any of the foregoing provisions of this Section 11 that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal might be read to the proportion contrary, it is the agreement of stock the parties that the Indemnification Threshold be given full effect under all circumstances. Accordingly, insofar as any of the foregoing provisions of this Section 11 may hold harmless an Indemnified Party before the Indemnification Threshold has been met, then Pentacon and cash received the Stockholders shall cooperate in good faith to establish an equitable procedure pursuant to which Pentacon reimburses or causes the reimbursement to the affected Stockholder(s) of all expenditures and payments by Stockholders that are intended to be absorbed and borne by any Indemnified Parties as a result of the prior application of the Indemnification Threshold or otherwise takes such Stockholder in connection with action as may be reasonably necessary to give effect to the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashIndemnification Threshold.

Limitations on Indemnification. TCIHome, Newco, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders Stockholder until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders Stockholder shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders Stockholder plus (ii) the value of the TCI Home Stock delivered to Stockholders Stockholder (calculated as provided in this Section 11.5) or (b) $100,000 50,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders Stockholder shall not assert any claim for indemnification hereunder against TCI Home or Newco until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders Stockholder may have against TCI Home or Newco shall exceed the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value of the TCI Home Stock received by -45- a Stockholder, TCI Home Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 (a) AmPaM shall not assert any claim for indemnification hereunder under this Section 11 against the Stockholders until such time as, and solely to the extent that, the aggregate of all claims which such persons AmPaM may have against such the Stockholders shall exceed the greater of (a) 1.03.0% of the sum of (i) the cash paid to the Stockholders pursuant to Section 1.2 plus (ii) the value of the TCI AmPaM Stock delivered to the Stockholders pursuant to Section 1.2 43 52 (calculated as provided in this Section 11.5) plus (iii) the principal amount of the AmPaM Notes delivered to the Stockholders pursuant to Section 1.2, or (b) $100,000 50,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco AmPaM until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco AmPaM shall exceed $50,000; provided, however, that this sentence shall not be applicable with respect of any failure by AmPaM to (i) deliver the consideration specified in Annex I hereto on the Closing Date upon the satisfaction, or waiver by AmPaM, of all conditions to the occurrence of the Closing Date specified in Section 9 or (ii) comply with its obligations pursuant to Section 10.1. After the $50,000 threshold for AmPaM (subject to the proviso in the preceding sentence) or the Indemnification Threshold. No person shall Threshold for a Stockholder has been met, all claims must be entitled made in $10,000 increments, which claims may be cumulated in order to indemnification under this Section 11 if and to the extent that meet such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger$10,000 thresholds. For purposes of calculating this paragraph, the value of AmPaM Stock delivered to the TCI Stock received by a Stockholder, TCI Stock Stockholders shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash$13.00 per share.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation (a) RV Centers and the other persons or entities indemnified pursuant to Section 11.1 10.1 or 11.2 any other indemnity hereunder, shall not assert any claim for indemnification hereunder pursuant to Section 10.1 against the Stockholders until such time as, and solely to the extent that, as the aggregate of all claims which such persons may have against such the Stockholders shall exceed an amount (the greater of (a"Threshold Amount") 1.0% equal to one percent of the sum of (ix) the cash paid to the Stockholders plus pursuant to Section 2.1 and (iiy) the value of the TCI RV Centers Stock delivered to the Stockholders (calculated as provided in this pursuant to Section 11.5) or (b) $100,000 (2.1 valued at the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration initial public offering price as set forth on Annex Iin the Registration Statement, and then only to the extent of claims in excess of such sum. Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco RV Centers until such time as, and solely to the extent that, as the aggregate of all claims which the Stockholders may have against TCI or Newco RV Centers shall exceed the Indemnification Threshold. Threshold Amount. (b) No person shall be entitled to indemnification under this Section 11 10 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. . (c) Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 10 for an amount which exceeds eighty-five percent (85%) of the amount of proceeds (including cash and RV Centers Stock) received by such Stockholder (valued as of the Consummation Date) in connection with the Mergerpurchase and sale of the Company Stock. For purposes of calculating this paragraph, the value of the TCI Stock received by a Stockholder, TCI RV Centers Stock shall be valued at its the initial public offering price to the public as set forth in the final prospectus deemed by Rule 430A of the 1933 Act Regulations to constitute a part of the Registration Statement. It is hereby agreed that a . (d) A Stockholder shall have the right to satisfy an may pay any indemnification obligation through under Section 10 by means of the payment of cash or a combination of stock the payment of cash and cash in proportion equal the delivery to RV Centers of shares of RV Centers Stock; provided that the proportion percentage of stock and cash received the indemnification obligation satisfied by means of the delivery of shares of RV Centers Stock does not exceed the percentage of RV Centers Stock comprising the total consideration paid to such Stockholder by RV Centers to such Stockholder pursuant to Annex I. For the purpose of crediting Stockholders for payments made to RV Centers by means of delivery of shares of RV Centers Stock, the RV Centers Stock shall be valued at the average closing price as reported on the New York Stock Exchange (or other national exchange or quotation system) on the five trading days immediately preceding delivery of the shares pursuant to this section. (e) In determining the amount of any loss, liability or expense for which any party is entitled to indemnification under this Agreement, the gross amount thereof will be reduced by any correlative insurance proceeds or other third party indemnity or reimbursement proceeds actually realized by such Stockholder party (or, in connection the case of RV Centers, by RV Centers, the Company or any Subsidiary of RV Centers or the Company) and such correlative insurance proceeds or other third party indemnity or reimbursement proceeds shall be net of any insurance premium or other incremental cost or expense owed or payable to any third party which becomes due as a result of such claim. RV Centers shall use commercially reasonable efforts to pursue any available insurance coverage or other rights of indemnity or reimbursement from third parties with the Merger, valued as described immediately above, but shall also have the right respect to satisfy any such obligation loss, liability or expense. (f) The limitations on liability set forth in cashthis Section 10.5 shall not apply to breaches of representations, warranties or covenants set forth in Sections 4.3, 4.22 and 4.29(c).

Limitations on Indemnification. TCIPurchaser, Newco, the Surviving Corporation Parent and the other persons Persons or entities indemnified pursuant to Section 11.1 or 11.2 10.1 shall not assert any claim for indemnification hereunder against the Stockholders Seller or the Shareholders until such time as, and solely to the extent that, as the aggregate of all claims which such persons may have against such the Stockholders Seller or the Shareholders shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 37,500 (the "Indemnification Threshold"), whereupon such claims shall be indemnified in full. Except with respect to None of the right to receive Seller or the merger consideration as set forth on Annex I, the Stockholders Shareholders shall not assert any claim for indemnification hereunder against TCI Purchaser or Newco Parent until such time as, and solely to the extent that, as the aggregate of all claims which Seller or the Stockholders Shareholders may have against TCI Purchaser or Newco Parent shall exceed $37,500, whereupon such claims shall be indemnified in full. The limitation on the Indemnification Thresholdassertion of claims for indemnification contained in this paragraph shall apply only to claims based upon inaccuracies in, or breaches of, representations and warranties contained in this Agreement or any document, instrument, certificate or other item required to be furnished pursuant to this Agreement or in connection with the transaction contemplated by this Agreement. No person shall be entitled to indemnification under this Section 11 10 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder the Seller and the Shareholders shall not be liable under this Section 11 10 for an amount which exceeds the aggregate amount of proceeds received by such Stockholder the Seller in connection with the Mergertransactions contemplated herein. For purposes of calculating the value of the TCI DocuNet Stock received by a StockholderSeller, TCI the DocuNet Common Stock shall be valued at its initial public offering price the Initial Public Offering Price. No claim under this Article 10 shall be made unless an Indemnity Notice, an Unliquidated Indemnity Notice or a Claim Notice (as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal applicable) has been given prior to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashapplicable survival period.

Limitations on Indemnification. TCIThe indemnification provided for in Section 1.2 hereof shall be subject to the following limitations and conditions: (1) No Stockholder shall be liable for indemnification of Parent under Section 1.2 of this Agreement for any Losses incurred by Parent unless the aggregate amount of all Losses incurred by Parent and otherwise subject to indemnification pursuant to said Section 1.2 exceeds $200,000 and thereafter only for the amount of Losses in excess of $200,000. (2) No Stockholder shall be liable for any Losses resulting from any inaccuracy in any representation or warranty of the Company contained in the Merger Agreement unless written notice of entitlement to make a Claim (whether or not any monetary Losses have actually been suffered) with respect to such Losses is given by Parent to Stockholder on or prior to the expiration of the survival of the particular representation or warranty at issue, Newcoas set forth in Section 1.1 above. (3) Each Stockholder's aggregate liability for any Losses shall not exceed such Shareholder's Pro Rata Share of the Deferred Merger Consideration. Parent agrees that it shall seek to recover any Losses for which Stockholder is liable pursuant to this Article I only from such Stockholder's Pro Rata Share of the Deferred Merger Consideration. (4) In the event that a Stockholder is required to make any payment under this Agreement, Parent shall be entitled to recover the Surviving Corporation amount so determined from the Deferred Merger Consideration in accordance with this Agreement and the other persons Escrow Agreement. Any Parent Common Stock so recovered by Parent shall be valued at a price of $4.75 per share. If there should be a dispute as to the amount or entities indemnified pursuant manner of determination of any indemnity obligation owed under this Agreement, Parent shall be entitled to Section 11.1 or 11.2 recover such portion, if any, of the obligation as shall not assert be subject to dispute. The difference, if any, between the amount of the obligation ultimately determined as properly payable under this Agreement and the portion, if any, theretofore paid shall bear interest at a rate of eight percent (8%). Upon the payment in full of any claim for indemnification hereunder against the Stockholders until such time asclaim, and solely either by setoff or otherwise, Stockholder shall be subrogated to the extent thatrights of Parent against any person, the aggregate of all claims which such persons may have against such the Stockholders shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) firm, corporation, or (b) $100,000 (the "Indemnification Threshold"). Except other entity with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco until subject matter of such time as, and solely claim. (5) Notwithstanding anything to the extent thatcontrary in the foregoing, the aggregate of all claims which the Stockholders may have against TCI or Newco shall exceed the Indemnification Threshold. No person each Stockholder shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim severally liable for indemnification is directly or indirectly related to any Losses as a breach by such person result of any representation, warranty, covenant or other agreement breach of the representation and warranty set forth in this Agreement. Notwithstanding any other term Section 5.25 of this the Merger Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds and the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as limitations set forth in the Registration Statement. It is hereby agreed that a Stockholder Section 1.5(a) through 1.4(d) above shall have the right not apply with respect to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by any Claim regarding such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashLosses.

Limitations on Indemnification. TCI(a) Notwithstanding any other terms of this Agreement except for Section 11.5, Newconeither the STOCKHOLDERS on the one hand nor VESTCOM and NEWCO on the other, shall have any liability under this Section 11 to make any -71- 79 payments in excess of the aggregate purchase price set forth in Part A of Annex II. In addition, no individual STOCKHOLDER'S liability to the Underwriters pursuant to Section 11.1(v) shall exceed the portion of the aggregate purchase price paid to him or her in cash, as set forth in Part A of Annex II, and no individual STOCKHOLDER'S aggregate liability under Section 11.1 shall exceed the portion of the aggregate purchase price paid to him or her, as set forth in Part A of Annex II. Any payments pursuant to this Article 11 by the STOCKHOLDERS may, at their option be made in cash, in VESTCOM Stock valued at the fair market value on the date prior to the date of delivery by the STOCKHOLDER or in a combination thereof. For purposes of this Section 11.4, fair market value means the closing price of the VESTCOM Stock on the date specified, or if such date is not a trading day of the securities exchange on which the VESTCOM Stock is then traded, then the last trading day preceding such date. (b) VESTCOM, NEWCO, the Surviving Corporation Corporation, the Underwriters and the other persons or entities entitled to be indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) STOCKHOLDERS exceeds $100,000 50,000 (the "Indemnification Threshold"), provided however, that VESTCOM, NEWCO and the Surviving Corporation and the other persons or entities entitled to indemnification pursuant to Section 11.1 may assert and shall be entitled to indemnification for any breach of the representations or warranties contained in Sections 5.36 and 5.37 or the Schedules or certificates delivered in connection therewith and any claim under Section 11.1(iii) and (iv) at any time regardless of whether the aggregate of all claims which such persons may have against the STOCKHOLDERS exceeds the Indemnification Threshold, it also being understood that the amounts of any such claim for any breach of Sections 5.36 and 5.37 or under Section 11(iii) or (iv) shall not be counted towards the Indemnification Threshold. Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders The STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI VESTCOM or Newco NEWCO until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may STOCKHOLDERS have against TCI VESTCOM or Newco NEWCO shall exceed the Indemnification -72- 80 Threshold, provided however, that the STOCKHOLDERS may assert and shall be entitled to indemnification for (i) amounts relating to the aggregate purchase price to be paid to the STOCKHOLDERS indicated on Part A of Annex II and (ii) amounts related to the release of or indemnification for personal guarantees pursuant to Section 10.5 hereof regardless of whether the aggregate amount of all claims exceeds the Indemnification Threshold, it also being understood that such amounts shall not be counted towards the Indemnification Threshold. No person claim shall be entitled asserted pursuant to indemnification under this Section 11 if and to the extent that such person's claim Sections 11.1 or 11.2 for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashpunitive damages.

Limitations on Indemnification. TCI, NewcoHome, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders Owners until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders Owners shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders Owners plus (ii) the value of the TCI Home Stock delivered to Stockholders Owners (calculated as provided in this Section 11.5) or (b) $100,000 50,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders Owners shall not assert any claim for indemnification hereunder against TCI or Newco Home until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders Owners may have against TCI or Newco Home shall exceed the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder Owner shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder Owner in connection with the MergerExchange. For purposes of calculating the value of the TCI Home Stock received by a StockholderOwner, TCI Home Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder an Owner shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder Owner in connection with the MergerExchange, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation (a) RV Centers and the other persons or entities indemnified pursuant to Section 11.1 10.1 or 11.2 any other indemnity hereunder, shall not assert any claim for indemnification hereunder pursuant to Section 10.1 against the Stockholders until such time as, and solely to the extent that, as the aggregate of all claims which such persons may have against such the Stockholders shall exceed an amount (the greater of (a"Threshold Amount") 1.0% equal to one percent of the sum of (ix) the cash paid to the Stockholders plus on the Consummation Date pursuant to Section 2.1 and (iiy) the value of the TCI RV Centers Stock delivered to the Stockholders (calculated as provided in this on the Consummation Date pursuant to Section 11.5) or (b) $100,000 (2.1 valued at the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration initial public offering price as set forth on Annex Iin the Registration Statement, and then only to the extent of claims in excess of such sum. Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco RV Centers until such time as, and solely to the extent that, as the aggregate of all claims which the Stockholders may have against TCI or Newco RV Centers shall exceed the Indemnification ThresholdThreshold Amount. The Threshold Amount shall increase to equal one percent of the sum of (x) plus (y) plus the Additional Consideration, if any, described on Annex I hereto, upon the payment to the Stockholder of the Additional Consideration, exclusive of any interest earned on the Additional Cash (as such terms are defined on Annex I). (b) No person shall be entitled to indemnification under this Section 11 10 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. . (c) Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 10 for an amount which exceeds eighty-five percent (85%) of the amount of proceeds (including cash and RV Centers Stock) actually received by such Stockholder (valued as of the Consummation Date) in connection with the Mergerpurchase and sale of the Company Stock, exclusive of interest earned on the Additional Cash. For purposes of calculating this paragraph, the value of the TCI Stock received by a Stockholder, TCI RV Centers Stock shall be valued at its the initial public offering price to the public as set forth in the final prospectus deemed by Rule 430A of the 1933 Act Regulations to constitute a part of the Registration Statement. It is hereby agreed that a . (d) A Stockholder shall have the right to satisfy an may pay any indemnification obligation through under Section 10 by means of the payment of cash or a combination of stock the payment of cash and cash the delivery to RV Centers of shares of RV Centers Stock; provided that the percentage of the indemnification obligation satisfied by means of the delivery of shares of RV Centers Stock does not exceed the percentage of RV Centers Stock comprising the total consideration paid to such Stockholder by RV Centers to such Stockholder pursuant to Annex I. For the purpose of crediting Stockholders for payments made to RV Centers by means of delivery of shares of RV Centers Stock, the RV Centers Stock shall be valued at the average closing price as reported on the New York Stock Exchange (or other national exchange or quotation system) on the five trading days immediately preceding delivery of the shares pursuant to this section. (e) In determining the amount of any loss, liability or expense for which any party is entitled to indemnification under this Agreement, the gross amount thereof will be reduced by any correlative insurance proceeds or other third party indemnity or reimbursement proceeds actually realized by such party (or, in proportion equal the case of RV Centers, by RV Centers, the Company or any Subsidiary of RV Centers or the Company) and such correlative insurance proceeds or other third party indemnity or reimbursement proceeds shall be net of any insurance premium or other incremental cost or expense owed or payable to any third party which becomes due as a result of such claim. RV Centers shall use commercially reasonable efforts to pursue any available insurance coverage or other rights of indemnity or reimbursement from third parties with respect to any such loss, liability or expense. (f) The limitations on liability set forth in this Section 10.5 shall not apply to breaches of representations, warranties or covenants set forth in Sections 4.3, 4.22 and 4.29(c). (g) Notwithstanding anything contained herein to the proportion contrary, the Stockholders shall indemnify, defend and hold harmless the Company, RV Centers and their Affiliates, officers, directors and employees, from and against all claims, losses, damages of stock any type, and cash received all expenses, including attorneys fees, arising from any claims made by such Stockholder Jamex X. Xxxx xx Bettx Xxxx, xxcluding those claims asserted in connection with the Mergeraction "Jamex X. Xxxx xxx Bettx Xxxx x. Aberdeen RV Center, valued as described immediately aboveInc. And Jayco, but Inc." currently in the Northern District of Alabama, Western Division, Case No. CV-C-1003-W. Such indemnification shall also have be without regard to whether the right to satisfy any such obligation in cashamount of damages exceeds the Threshold Amount.

Limitations on Indemnification. TCI, NewcoNotwithstanding the foregoing, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco shall exceed the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 if and 10 shall be subject to the following terms: (a) No indemnification shall be payable pursuant to Section 10.2 or Section 10.3 except to the extent that the amount of all claims for indemnification pursuant to the applicable Section exceeds $100,000 in the aggregate. (b) No indemnification shall be payable pursuant to Section 10.2 or Section 10.3 after the second anniversary of the Closing Date, except with respect to claims made prior to the expiration of the applicable period but not then resolved. (c) The liability of Blaix xxx indemnification claims under Section 10.2(a) and under Section 10.2(b) to the extent based on the representation contained in Section 3.4 shall not exceed an aggregate amount equal to (A) 30% of the aggregate Market Value of the Merger Shares received by him under this Agreement for all such person's claims made within one year after the Closing Date and (B) 15% of such aggregate Market Value for all such claims made more than one year but within two years after the Closing Date, the amount specified in clause (B) to be reduced by any amount paid with respect to a claim referred to in Clause (A). Blaix xxx, at his election, pay any claim for indemnification is directly under Section 10.2(a) in cash or indirectly related by transfer of shares of Buyer Common Stock (subject to no lien, encumbrance or claim) valued at the Market Value or a combination thereof. (d) Recourse for any indemnification claims under Section 10.2 shall be first against any available portion of the Escrow Fund held pursuant to the Escrow Agreement prior to any recovery from other assets of the Principal Stockholders. The Buyer and Acquisition shall have no right of recovery from any Seller Stockholder other than Blaix xxx indemnification pursuant to Section 10.2(a) and pursuant to Section 10.2(b) to the extent based on the representation contained in Section 3.4, except in each case to the extent of their interest in the Escrow Fund. In the case of claims for indemnification pursuant to Section 10.2(b), the Buyer and Acquisition may recover from the Escrow Fund only that portion allocable to the Principal Stockholder responsible for the inaccuracy or breach. (e) The limitations of Sections 10.4(a) to (d), inclusive, (other than the last sentence of Section 10.4(d)) shall not apply in the case of a fraudulent or intentional misrepresentation or breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds party. (f) In determining the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value of the TCI Stock received by a Stockholderany indemnity, TCI Stock there shall be valued at its initial public offering price as set forth in taken into account any tax benefit, insurance proceeds or other similar recovery or offset realized, directly or indirectly, by the Registration Statement. It is hereby agreed that a Stockholder shall have the right party to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashbe indemnified.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation CLC and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder pursuant to Section 11.1 against the Stockholders until such time as, and solely to the extent that, as the aggregate of all claims which such persons may have against such the Stockholders pursuant to Section 11.1 shall exceed the greater of (a) 1.0% one percent of the sum of (i) the cash paid to the Stockholders plus pursuant to Section 3.1 and (ii) the value of the TCI CLC Stock delivered to the Stockholders (calculated as provided in this pursuant to Section 11.5) or (b) $100,000 (3.1 valued at the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration initial public offering price as set forth on Annex Iin the Registration Statement, and then only to the extent of claims in excess of such sum. Stockholders shall not assert any claim for indemnification hereunder under Section 11.3 against TCI or Newco CLC until such time as, and solely to the extent that, as the aggregate of all claims which the Stockholders may have against TCI or Newco CLC shall exceed the Indemnification Threshold$100,000. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding The Stockholders may pay any other term indemnification obligation under Section 11 with cash or a combination of cash and CLC Stock; provided that the percentage of the obligation satisfied with CLC Stock does not exceed the percentage of the CLC Stock comprising the total Acquisition Consideration received by the Stockholder paying such indemnification obligation (i.e., the percentage of the obligation payable in CLC Stock will be determined on a Stockholder by Stockholder basis using the Acquisition Consideration received by the Stockholder in question). For the purpose of crediting Stockholders for payments made pursuant to this AgreementSection 11 in CLC Stock, no the CLC Stock shall be valued at the greater of (i) the initial public offering price as set forth in the Registration Statement and (ii) the average of the closing prices of the CLC Stock (rounded to the nearest one thousandth) on the twenty trading days preceding the date on which the indemnification obligation is paid by the Stockholder, as reported in The Wall Street Journal. No Stockholder shall be liable under this Section 11 for an aggregate amount which exceeds the amount of proceeds Acquisition Consideration received by such Stockholder in connection with the Mergerpurchase and sale of the Company Stock. For purposes of calculating the value of the TCI CLC Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as paid to the The limitations set forth in this Section 11.6 shall apply to all breaches of representations, warranties or covenants except for those representations and warranties set forth in Sections 5.3, 5.22 and 5.29(c). The parties hereto will make appropriate adjustments for insurance proceeds and tax benefits actually received by CLC and/or the Registration Statement. It is hereby agreed that a Stockholder shall have Company in determining the right to satisfy an amount of any indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashthis Section 11.

Limitations on Indemnification. TCINone of CSI, Newcoany NEWCO, the any Surviving Corporation and the nor any other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders STOCKHOLDERS shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders STOCKHOLDERS plus (ii) the value of the TCI CSI Stock delivered to Stockholders STOCKHOLDERS (calculated as provided in this Section 11.5) or (b) $100,000 50,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI CSI or Newco any NEWCO until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDERS may have against TCI CSI or Newco any or all NEWCOs shall exceed the Indemnification Threshold$50,000. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder STOCKHOLDER shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder STOCKHOLDER in connection with the Merger. For purposes of calculating the value of the TCI CSI Stock received by a StockholderSTOCKHOLDER, TCI CSI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby understood and agreed that a Stockholder shall have the right to STOCKHOLDER may satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder STOCKHOLDER in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any (a) No claim for indemnification hereunder under this Article VII shall be asserted by an Indemnified Party, and no liability for such indemnify shall be enforced against the Stockholders until such time asPrincipal Shareholder, and solely to the extent thatthe Indemnified Party has theretofore received indemnification or otherwise been compensated for such Claim. In the event that an Indemnified Party shall later collect any such amounts recovered under insurance policies with respect to any Claim for which it has previously received payments under this Article VII from the Principal Shareholder, such Indemnified Party shall promptly repay to the aggregate of all claims which Principal Shareholder such persons may have against such amount recovered; provided, however, that in no event shall the Stockholders shall amount repaid to the Principal Shareholder exceed the greater of amount paid by the Principal Shareholder under this Article VII. (ab) 1.0% The aggregate liability of the sum Principal Shareholder under this Article VII shall be limited to ten percent (10%) of the Parent Shares issued to the Principal Shareholder hereunder. The Principal Shareholder's liability with respect to any Claim under this Article VII shall be limited to the obligation to surrender to the Parent for cancellation such number of Parent Shares as is equal to the amount obtained by dividing (i) the cash paid to Stockholders plus dollar amount of such Claim by (ii) the value price per share for Parent Common Stock paid by the investors in the Private Placement (which price per share shall be, in the case of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) securities convertible into or (b) $100,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex Iexchangeable for, shares of Parent Common Stock, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco until such time as, effective price per share determined by mutual agreement of Parent and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco shall exceed the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashCompany).

Limitations on Indemnification. TCI, Newco, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 11.5.1 Healthworld shall not assert any claim for indemnification hereunder against the Stockholders U.K. Stockholder until such time as, and solely to the extent that, the aggregate of all claims which Healthworld may have against the U.K. Stockholder shall exceed (pound)31,250, provided, however, that Healthworld may assert and shall be indemnified for any claim under any Absolute Representation at any time, regardless of whether the aggregate of all claims which such persons may have against the U.K. Stockholder exceeds (pound)31,250, it being understood that the amount of any such the Stockholders claim under any Absolute Representation shall exceed the greater of not be counted towards such (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders pound)31,250 amount. 11.5.2 The U.K. Stockholder shall not assert any claim for indemnification hereunder against TCI or Newco Healthworld until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders U.K. Stockholder may have against TCI or Newco Healthworld shall exceed (pound)31,250, provided, however that the Indemnification Threshold. U.K. Stockholder may assert and shall be indemnified for any claim -42- Healthworld Agreement and Plan of Organization/Garnham -------------------------------------------------------------------------------- under Section 11.2.4 at any time, regardless of whether the aggregate of all claims which the U.K. Stockholder may have against Healthworld exceeds (pound)31,250, it being understood that the amount of any such claim under Section 11.2.4 shall not be counted towards such (pound)31,250 amount. 11.5.3 No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this AgreementAgreement (except the proviso to this sentence), no the U.K. Stockholder shall not be liable under this Section 11 for an amount which exceeds the amount value of proceeds the Healthworld Stock to be received by such the U.K. Stockholder in connection with the MergerOrganization, provided that the U.K. Stockholder's indemnification obligations pursuant to any Absolute Representation shall not be limited. For purposes of calculating the value of the TCI Healthworld Stock to be received by a the U.K. Stockholder, TCI Healthworld Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby understood and agreed that a the U.K. Stockholder shall have the right to may satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal Healthworld Stock, such satisfaction to be to the proportion extent of stock and cash received the then fair market value of Healthworld Stock conveyed by the Indemnifying Party pursuant to such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashindemnification.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation IES and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders shall exceed the greater of (a) 1.03.0% of the sum of (i) the cash paid to the Stockholders pursuant to Section 1.2 plus (ii) the value of the TCI IES Stock delivered to the Stockholders pursuant to Section 1.2 (calculated as provided in this Section 11.5) ), or (b) $100,000 50,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco shall exceed the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds eighty-five percent (85%) of the amount of proceeds received by such Stockholder (valued as of the Consummation Date) in connection with the Mergerpurchase and sale of the Company Stock or interests in BW/CEC, BW/BEC or the Partnership. For purposes of calculating crediting Stockholders for payments made pursuant to Section 11.1, the value of the TCI Stock received by a Stockholder, TCI IES Stock shall be valued at its the greater of (a) the initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have Statement and (b) the right to satisfy an indemnification obligation through payment average of a combination the closing prices of stock and cash in proportion equal the IES Stock (rounded to the proportion of stock and cash received by such Stockholder nearest one thousandth) on the five trading days preceding the date on which a claim for indemnification is made, as reported in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashThe Wall Street Journal.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation Purchaser and the other persons or entities indemnified pursuant to this Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the The Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco Purchaser until such time as, and solely to the extent that, that the aggregate of all claims which the Stockholders may have against TCI or Newco Purchaser shall exceed the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 8 if and to the extent that such person's claim for indemnification is directly or indirectly related to caused by a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder The maximum aggregate liability Stockholders shall be liable have to Purchaser under this Section 11 8 for an amount which exceeds any Damages or other losses relating to environmental matters or claims ("Environmental Claims") shall be $1,000,000. The maximum aggregate liability Stockholders shall have to Purchaser under this Section 8 for any Damages or other losses relating to matters or claims other than Environmental Claims shall be $1,300,000. The maximum aggregate liability Stockholders shall have to Purchaser under this Section 8 (whether for Environmental Claims or for other matters or claims) shall be $1,800,000 (the amount of proceeds received by such Stockholder in connection with the Merger"Indemnification Limit"). For purposes of calculating the value A portion of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion Purchase Price equal to the proportion of stock Indemnification Limit shall be deposited at the Closing with an escrow agent reasonably satisfactory to Purchaser and cash received by such Stockholder Stockholders and held and released in connection accordance with the Merger, valued as described immediately above, but shall also have provisions of an Escrow Agreement in the right to satisfy any such obligation in cashform of Annex III hereto.

Limitations on Indemnification. TCI, NewcoLandCARE, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI LandCARE Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 50,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco shall exceed the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the MergerExchange. For purposes of calculating the value of the TCI LandCARE Stock received by a Stockholder, TCI LandCARE Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the MergerExchange, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCINone of CSI, Newcoany NEWCO, the any Surviving Corporation and the nor any other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders STOCKHOLDER until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders STOCKHOLDER shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders STOCKHOLDER plus (ii) the value of the TCI CSI Stock delivered to Stockholders STOCKHOLDER (calculated as provided in this Section 11.5) or (b) $100,000 50,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders STOCKHOLDER shall not assert any claim for indemnification hereunder against TCI CSI or Newco any NEWCO until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDER may have against TCI CSI or Newco any or all NEWCOs shall exceed the Indemnification Threshold$50,000. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder STOCKHOLDER shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder STOCKHOLDER in connection with the Merger. For purposes of calculating the value of the TCI CSI Stock received by a StockholderSTOCKHOLDER, TCI CSI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby understood and agreed that a Stockholder shall have the right to STOCKHOLDER may satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder STOCKHOLDER in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCICSI, NewcoNEWCO, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders STOCKHOLDERS shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders STOCKHOLDERS plus (ii) the value of the TCI CSI Stock delivered to Stockholders STOCKHOLDERS (calculated as provided in the this Section 11.5) or (b) $100,000 50,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI CSI or Newco NEWCO until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDERS may have against TCI CSI or Newco NEWCO shall exceed the Indemnification Threshold$50,000. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder STOCKHOLDER shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder STOCKHOLDER in connection with the Merger. For purposes of calculating the value of the TCI CSI Stock received by a StockholderSTOCKHOLDER, TCI CSI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby understood and agreed that a Stockholder shall have the right to STOCKHOLDER may satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder STOCKHOLDER in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation Purchaser and the other persons Persons or entities indemnified pursuant to Section 11.1 or 11.2 10.1 shall not assert any claim for indemnification hereunder against the Stockholders Seller or the Shareholders until such time as, and solely to the extent that, as the aggregate of all claims which such persons may have against such the Stockholders Seller or the Shareholders shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 15,000 (the "Indemnification Threshold"), whereupon such claims shall be indemnified in full. Except with respect to None of the right to receive Seller or the merger consideration as set forth on Annex I, the Stockholders Shareholders shall not assert any claim for indemnification hereunder against TCI or Newco Purchaser until such time as, and solely to the extent that, as the aggregate of all claims which Seller or the Stockholders Shareholders may have against TCI or Newco Purchaser shall exceed $15,000, whereupon such claims shall be indemnified in full. The limitation on assertion of claims for indemnification contained in this paragraph shall apply only to claims based upon inaccuracies in, or breaches of, representations and warranties contained in this Agreement or any document, instrument, certificate or other item required to be furnished pursuant to this Agreement or in connection with the Indemnification Thresholdtransaction contemplated by this Agreement. No person shall be entitled to indemnification under this Section 11 Article 10 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder the Seller and the Shareholders shall not be liable under this Section 11 Article 10 for an amount which exceeds the aggregate amount of proceeds received by such Stockholder each Shareholder in connection with the Mergertransactions contemplated herein. For purposes of calculating the value of the TCI DocuNet Stock received by a StockholderSeller, TCI the DocuNet Common Stock shall be valued at its initial public offering price the Initial Public Offering Price. No claim under this Article 10 shall be made unless an Indemnity Notice, an Unliquidated Indemnity Notice or a Claim Notice (as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal applicable) has been given prior to the proportion of stock and cash received by such Stockholder in connection with the Mergerapplicable survival period, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashif applicable.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco shall exceed the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the MergerExchange (including, in the cases of Messrs. Ketchum and Work, the value of the Warrants issued to them by TCI in xxxxxxxion with the Closing). For purposes of calculating the value of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the MergerExchange, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation IES and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders shall exceed the greater of (a) 1.03.0% of the sum of (i) the cash paid to the Stockholders pursuant to Section 1.2 plus (ii) the value of the TCI IES Stock delivered to the Stockholders pursuant to Section 1.2 (calculated as provided in this Section 11.5) ), or (b) $100,000 50,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco IES until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco IES shall exceed $50,000. Even after the $50,000 threshold for IES or the Indemnification ThresholdThreshold for a Stockholder has been met, all claims must be made in $10,000 increments, which claims may be cumulated in order to meet such $50,000 and $10,000 thresholds. For purposes of this paragraph, the IES Stock delivered to the Stockholders shall be valued at the initial public offering price as set forth in the Registration Statement. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds eighty-five percent (85%) of the amount of proceeds received by such Stockholder (valued as of the Consummation Date) in connection with the Mergerpurchase and sale of the Company Stock. For purposes of calculating crediting Stockholders for payments made pursuant to Section 11.1, the value of the TCI Stock received by a Stockholder, TCI IES Stock shall be valued at its the greater of (a) the initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have Statement and (b) the right to satisfy an indemnification obligation through payment average of a combination the closing prices of stock and cash in proportion equal the IES Stock (rounded to the proportion of stock and cash received by such Stockholder nearest one thousandth) on the five trading days preceding the date on which a claim for indemnification is made, as reported in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashThe Wall Street Journal.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 11.5.1 Healthworld shall not assert any claim for indemnification hereunder against the any U.S. Stockholders until such time as, and solely to the extent that, the aggregate of all claims which such persons Healthworld may have against such the Stockholders U.S. Stockholder shall exceed the greater one-half (0.5%) percent of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Healthworld Stock delivered to Stockholders (such U.S. Stockholder, calculated as provided in this Section 11.5) or (b) $100,000 at the IPO price (the "Indemnification Threshold"). Except with respect to , provided, however, that Healthworld may assert and shall be indemnified for any claim under any Absolute Representation at any time, regardless of whether the right to receive aggregate of all claims which such persons may have against such U.S. Stockholder exceeds the merger consideration as set forth on Annex IIndemnification Threshold, it being understood that the amount of any such claim under any Absolute Representation shall not be counted towards the Indemnification Threshold. 11.5.2 None of the U.S. Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco Healthworld until such time as, and solely to the extent that, the aggregate of all claims which the U.S. Stockholders may have against TCI or Newco Healthworld shall exceed $50,000, provided, however that the Indemnification ThresholdU.S. Stockholders may assert and shall be indemnified for any claim under Section 11.2.4 at any time, regardless of whether the aggregate of all claims which the U.S. Stockholders may have against Healthworld exceeds $50,000, it being understood that the amount of any such claim under Section 11.2.4 shall not be counted towards such $50,000 amount. 50 Healthworld Agreement and Plan of Organization/US -------------------------------------------------------------------------------- 11.5.3 No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this AgreementAgreement (except the proviso to this sentence), no U.S. Stockholder shall be liable under this Section 11 for an amount which exceeds the amount value of proceeds the Healthworld Stock to be received by such U.S. Stockholder in connection with the MergerOrganization, provided that a U.S. Stockholder's indemnification obligations pursuant to any Absolute Representation shall not be limited. For purposes of calculating the value of the TCI Healthworld Stock to be received by a U.S. Stockholder, TCI Healthworld Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby understood and agreed that a U.S. Stockholder shall have the right to may satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal Healthworld Stock, such satisfaction to be to the proportion extent of stock and cash received the then fair market value of Healthworld Stock conveyed by the Indemnifying Party pursuant to such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashindemnification.

Limitations on Indemnification. TCI(a) Notwithstanding any other term of this Agreement, Newconeither the STOCKHOLDER on the one hand or VESTCOM and NEWCO on the other, shall have any liability under this Section 11 to make any payments in excess of the aggregate purchase price set forth in Section 2.1. In addition, no individual STOCKHOLDER's liability to the Underwriters pursuant to Section 11.1(v) shall exceed the portion of the aggregate purchase price paid to him in cash, as set forth in Annex II, and no individual STOCKHOLDER's aggregate liability under Section 11.1 shall exceed the portion of the aggregate purchase price paid to him. Any payment pursuant to this Article 11 by the STOCKHOLDERS may, at their option, be made in cash, in VESTCOM Stock valued at Current Market Price on the date of delivery or in a combination thereof. (b) VESTCOM, NEWCO, the Surviving Corporation COMPANY, the Underwriters and the other persons or entities entitled to be indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against the STOCKHOLDERS exceeds $50,000 (the "INDEMNIFICATION THRESHOLD"), and then only for the amount of such claims exceeding the Stockholders Indemnification Threshold, provided however, that VESTCOM, NEWCO and the COMPANY and the other persons or entities entitled to indemnification pursuant to Section 11.1 may assert and shall exceed the greater of (a) 1.0% be entitled to indemnification for any breach of the sum representations or warranties contained in Sections 5.36 through 5.39 or the Schedules or certificates delivered in connection therewith and any claim under Section 11.1(iii), (iv) and (vi) at any time regardless of whether the aggregate of all claims which -83- 91 such persons may have against the STOCKHOLDERS exceeds the Indemnification Threshold, it also being understood that the amounts of any such claim under Section 11.1(iii), (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5iv) or (bvi) $100,000 (shall not be counted towards the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders The STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI VESTCOM or Newco NEWCO until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may STOCKHOLDERS have against TCI VESTCOM or Newco NEWCO shall exceed the Indemnification Threshold and then only for the amount of such claims exceeding the Indemnification Threshold, provided, however, that the STOCKHOLDERS may assert and shall be entitled to indemnification for (i) amounts relating to the aggregate purchase price to be paid to the STOCKHOLDERS indicated in Annex II and (ii) amounts related to the release of or indemnification for personal guarantees pursuant to Section 10.4 hereof regardless of whether the aggregate amount of all claims exceeds the Indemnification Threshold, it also being understood that such amounts shall not be counted towards the Indemnification Threshold. No person claim shall be entitled asserted pursuant to indemnification under this Section 11 if and to the extent that such person's claim Sections 11.1 or 11.2 for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashpunitive damages.

Limitations on Indemnification. TCINone of PARENT, NewcoACQUISITION CORPS., the Surviving Corporation and the Corporations nor any other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders STOCKHOLDER until such time as, and solely to the extent that, the aggregate of all claims which all such persons may have against such the Stockholders STOCKHOLDER shall exceed the greater of (a) 1.0% of the sum of (i) the sum of the cash paid to Stockholders the STOCKHOLDER plus (ii) the value of the TCI Parent Stock delivered to Stockholders the STOCKHOLDER (calculated as provided in this Section 11.5below) or (b) $100,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders The STOCKHOLDER shall not assert any claim for indemnification hereunder against TCI PARENT or Newco ACQUISITION CORPS. until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDER may have against TCI PARENT or Newco ACQUISITION CORPS. shall exceed the amount of the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder Agreement the STOCKHOLDER shall not be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder the STOCKHOLDER in connection with the Merger. For purposes of calculating the value of the TCI Parent Stock received by a Stockholderthe STOCKHOLDER, TCI Parent Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby understood and agreed that a Stockholder shall have the right to STOCKHOLDER may satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder the STOCKHOLDER in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation (a) RV Centers and the other persons or entities indemnified pursuant to Section 11.1 10.1 or 11.2 any other indemnity hereunder, shall not assert any claim for indemnification hereunder pursuant to Section 10.1 against the Stockholders until such time as, and solely to the extent that, as the aggregate of all claims which such persons may have against such the Stockholders shall exceed an amount (the greater of (a"Threshold Amount") 1.0% equal to one percent of the sum of (ix) the cash paid to the Stockholders plus on the Consummation Date pursuant to Section 2.1 and (iiy) the value of the TCI RV Centers Stock delivered to the Stockholders (calculated as provided in this on the Consummation Date pursuant to Section 11.5) or (b) $100,000 (2.1 valued at the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration initial public offering price as set forth on Annex Iin the Registration Statement, and then only to the extent of claims in excess of such sum. Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco RV Centers until such time as, and solely to the extent that, as the aggregate of all claims which the Stockholders may have against TCI or Newco RV Centers shall exceed the Indemnification ThresholdThreshold Amount. The Threshold Amount shall increase to equal one percent of the sum of (x) plus (y) plus the Additional Consideration, if any, described on Part B of Annex I to the Tennessee Acquisition Agreement, upon the payment to the Stockholder of the Additional Consideration, exclusive of any interest earned on the Additional Cash (as such terms are defined in Annex I to the Tennessee Acquisition Agreement). (b) No person shall be entitled to indemnification under this Section 11 10 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. . (c) Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 10 for an amount which exceeds eighty-five percent (85%) of the amount of proceeds (including cash and RV Centers Stock) actually received by such Stockholder (valued as of the Consummation Date) in connection with the Mergerpurchase and sale of the Company Stock, exclusive of interest earned on the Additional Cash. For purposes of calculating this paragraph, the value of the TCI Stock received by a Stockholder, TCI RV Centers Stock shall be valued at its the initial public offering price to the public as set forth in the final prospectus deemed by Rule 430A of the 1933 Act Regulations to constitute a part of the Registration Statement. It is hereby agreed that a . (d) A Stockholder shall have the right to satisfy an may pay any indemnification obligation through under Section 10 by means of the payment of cash or a combination of stock the payment of cash and cash in proportion equal the delivery to RV Centers of shares of RV Centers Stock; provided that the proportion percentage of stock the indemnification obligation satisfied by means of the delivery of shares of RV Centers Stock does not exceed the percentage of RV Centers Stock comprising the total consideration paid to such Stockholder by RV Centers to such Stockholder pursuant to Annex I and cash received the Additional Consideration, if any. For the purpose of crediting Stockholders for payments made to RV Centers by means of delivery of shares of RV Centers Stock, the RV Centers Stock shall be valued at the average closing price as reported on the New York Stock Exchange (or other national exchange or quotation system) on the five trading days immediately preceding delivery of the shares pursuant to this section. (e) In determining the amount of any loss, liability or expense for which any party is entitled to indemnification under this Agreement, the gross amount thereof will be reduced by any correlative insurance proceeds or other third party indemnity or reimbursement proceeds actually realized by such Stockholder party (or, in connection the case of RV Centers, by RV Centers, the Company or any Subsidiary of RV Centers or the Company) and such correlative insurance proceeds or other third party indemnity or reimbursement proceeds shall be net of any insurance premium or other incremental cost or expense owed or payable to any third party which becomes due as a result of such claim. RV Centers shall use commercially reasonable efforts to pursue any available insurance coverage or other rights of indemnity or reimbursement from third parties with the Merger, valued as described immediately above, but shall also have the right respect to satisfy any such obligation loss, liability or expense. (f) The limitations on liability set forth in cashthis Section 10.5 shall not apply to breaches of representations, warranties or covenants set forth in Sections 4.3, 4.22 and 4.29(c).

Limitations on Indemnification. TCI, Newco, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 (a) AmPaM shall not assert any claim for indemnification hereunder under this Section 11 against the Stockholders until such time as, and solely to the extent that, the aggregate of all claims which such persons AmPaM may have against such the Stockholders shall exceed the greater of (a) 1.03.0% of the sum of (i) the cash paid to the Stockholders pursuant to Section 1.2 plus (ii) the value of the TCI AmPaM Stock delivered to the Stockholders pursuant to Section 1.2 (calculated as provided in this Section 11.5) plus (iii) the principal amount of the AmPaM Notes delivered to the Stockholders pursuant to Section 1.2 (iv) plus the value of the AmPaM Series A Preferred Stock delivered to the Stockholders pursuant to Section 1.2 (calculated as provided in this Section 11.5), or (b) $100,000 50,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco AmPaM until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco AmPaM shall exceed $50,000; provided, however, that this sentence shall not be applicable with respect of any failure by AmPaM to (i) deliver the consideration specified in Annex I hereto on the Closing Date upon the satisfaction, or waiver by AmPaM, of all conditions to the occurrence of the Closing Date specified in Section 9 or (ii) comply with its obligations pursuant to Section 10.1. After the $50,000 threshold for AmPaM (subject to the proviso in the preceding sentence) or the Indemnification Threshold. No person shall Threshold for a Stockholder has been met, all claims must be entitled made in $10,000 increments, which claims may be cumulated in order to indemnification under this Section 11 if and to the extent that meet such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger$10,000 thresholds. For purposes of calculating this paragraph, the value of AmPaM Stock delivered to the TCI Stock received by a Stockholder, TCI Stock Stockholders shall be valued at its initial public offering price as set forth in $13.00 per share and the Registration Statement. It is hereby agreed that a Stockholder AmPaM Series A Preferred Stock delivered to the Stockholders shall have the right to satisfy an indemnification obligation through payment a stated value of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash$13.00 per share.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 11.5.1 Healthworld shall not assert any claim for indemnification hereunder against the any U.S. Stockholders until such time as, and solely to the extent that, the aggregate of all claims which such persons Healthworld may have against such the Stockholders U.S. Stockholder shall exceed the greater one-half (0.5%) percent of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Healthworld Stock delivered to Stockholders (such U.S. Stockholder, calculated as provided in this Section 11.5) or (b) $100,000 at the IPO price (the "Indemnification Threshold"). Except with respect to , provided, however, that Healthworld may assert and shall be indemnified for any claim under Section 11.1(iv) at any time, regardless of whether the right to receive aggregate of all claims which such persons may have against such U.S. Stockholder exceeds the merger consideration as set forth on Annex IIndemnification Threshold, it being understood that the amount of any such claim under Section 11.1(iv) shall not be counted towards the Indemnification Threshold. 11.5.2 None of the U.S. Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco Healthworld until such time as, and solely to the extent that, the aggregate of all claims which the U.S. Stockholders may have against TCI or Newco Healthworld shall exceed $50,000, provided, however that the Indemnification ThresholdU.S. Stockholders may assert and shall be indemnified for any claim under Section 11.2(iv) at any time, regardless of whether the aggregate of all claims which the U.S. Stockholders may have against Healthworld exceeds $50,000, it being understood that the amount of any such claim under Section 11.2(iv) shall not be counted towards such $50,000 amount. Healthworld Agreement and Plan of Organization/US Draft of August 27, 1997 ------------------------------------------------------------------------------- 11.5.3 No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this AgreementAgreement (except the proviso to this sentence), no U.S. Stockholder shall be liable under this Section 11 for an amount which exceeds the amount value of proceeds the Healthworld Stock received by such U.S. Stockholder in connection with the MergerOrganization, provided that a U.S. Stockholder's indemnification obligations pursuant to Section 11.1(iv) shall not be limited. For purposes of calculating the value of the TCI Healthworld Stock received by a U.S. Stockholder, TCI Healthworld Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby understood and agreed that a U.S. Stockholder shall have the right to may satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal Healthworld Stock, such satisfaction to be to the proportion extent of stock and cash received the then fair market value of Healthworld Stock conveyed by the Indemnifying Party pursuant to such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashindemnification.

Limitations on Indemnification. TCI(a) The aggregate liability of the Stockholders for indemnification pursuant to this Section 15 shall be limited to $1,000,000. Such obligation to indemnify the Buyer shall be satisfied first from the Escrow Shares as provided in Section 15.4(c), Newcowith the remainder, if any, to be borne by the Stockholders on a pro-rata basis and allocated among the Stockholders based upon the ratio of (A) the number of Consideration Shares received by each such Stockholder at the Closing, to (B) the total number of Consideration Shares issued to all of the Stockholders at the Closing (the "Individual Cap"). (b) Notwithstanding anything to the contrary in this Agreement or otherwise, the Surviving Corporation aggregate liability of the Company and the other persons or entities indemnified Stockholders for indemnification pursuant to this Section 11.1 15 shall be unlimited with respect to claims for indemnification regarding (i) the Company's intentional or 11.2 willful Breach of this Agreement or of any Representation, covenant or obligation, or (ii) acts of fraud by the Company or the Stockholder. (c) After the Effective Time, the Buyer shall not assert seek recourse for any claim for indemnification hereunder under this Section 15 first against the Escrow Shares. To the extent that Buyer seeks recourse for a claim against the Escrow Shares, and such claim is paid with the Escrow Shares, then, for purposes of such payment, such shares shall be valued at $0.62 per share. In the event that the Buyer seeks recourse for such claim directly against the Stockholders as permitted by Sections 15.4(a) and 15.4(b), the liability of the Stockholders shall be several and shall be allocated among each Stockholder based upon the ratio of (A) the number of Consideration Shares received by each such Stockholder at the Closing, to (B) the total number of Consideration Shares issued to all of the Stockholders at the Closing. (d) Neither the Company nor the Stockholders shall be required to indemnify an Indemnitee pursuant to this Section 15 until such time as, and solely to the extent that, as the aggregate amount of all claims Damages for which such persons may have against such the Indemnitees are otherwise entitled to indemnification pursuant to this Agreement exceeds $10,000, at which time the Company and the Stockholders shall exceed be obligated to indemnify the greater Indemnitees for the full amount of (asuch Damages, subject to the limitations of this Section 15.4. The threshold limits imposed by this Section 15.4(d) 1.0% shall not apply to any Damages arising out of the sum of or in connection with (i) the cash paid to Stockholders plus Company's intentional or willful Breach of this Agreement or any Representation, covenant or obligation, (ii) acts of fraud by the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) Company or any Stockholder or (biii) $100,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco shall exceed the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person Breach of any representation, warrantyRepresentation, covenant or other agreement set forth in this Agreement. Notwithstanding obligation if the Company or any other term of this AgreementStockholder had Knowledge, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal on or prior to the proportion Closing, of stock and cash received by any circumstance that constituted or that gave rise or could have been expected to give rise, directly or indirectly, to such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashBreach.

Limitations on Indemnification. TCI(a) Notwithstanding any other terms of this Agreement except for Section 11.5, Newconeither the STOCKHOLDERS on the one hand nor VESTCOM and NEWCO on the other, shall have any liability under this Section 11 to make any -71- 79 payments in excess of the aggregate purchase price set forth in Part A of Annex II. In addition, no individual STOCKHOLDER'S liability to the Underwriters pursuant to Section 11.1(v) shall exceed the portion of the aggregate purchase price paid to him or her in cash, as set forth in Part A of Annex II, and no individual STOCKHOLDER'S aggregate liability under Section 11.1 shall exceed the portion of the aggregate purchase price paid to him or her, as set forth in Part A of Annex II. Any payments pursuant to this Article 11 by the STOCKHOLDERS may, at their option be made in cash, in VESTCOM Stock valued at the fair market value on the date prior to the date of delivery by the STOCKHOLDER or in a combination thereof. For purposes of this Section 11.4, fair market value means the closing price of the VESTCOM Stock on the date specified, or if such date is not a day of trading of the securities exchange on which the VESTCOM Stock is then traded, then the last trading day preceding such date. (b) VESTCOM, NEWCO, the Surviving Corporation Corporation, the Underwriters and the other persons or entities entitled to be indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) STOCKHOLDERS exceeds $100,000 50,000 (the "Indemnification Threshold"), provided however, that VESTCOM, NEWCO and the Surviving Corporation and the other persons or entities entitled to indemnification pursuant to Section 11.1 may assert and shall be entitled to indemnification for any breach of the representations or warranties contained in Sections 5.36 and 5.37 or the Schedules or certificates delivered in connection therewith and any claim under Section 11.1(iii) and (iv) at any time regardless of whether the aggregate of all claims which such persons may have against the STOCKHOLDERS exceeds the Indemnification Threshold, it also being understood that the amounts of any such claim for any breach of Sections 5.36 and 5.37 or under Section 11(iii) or (iv) shall not be counted towards the Indemnification Threshold. Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders The STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI VESTCOM or Newco NEWCO until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may STOCKHOLDERS have against TCI VESTCOM or Newco NEWCO shall exceed the Indemnification -72- 80 Threshold, provided however, that the STOCKHOLDERS may assert and shall be entitled to indemnification for (i) amounts relating to the aggregate purchase price to be paid to the STOCKHOLDERS indicated on Part A of Annex II and (ii) amounts related to the release of or indemnification for personal guarantees pursuant to Section 10.5 hereof regardless of whether the aggregate amount of all claims exceeds the Indemnification Threshold, it also being understood that such amounts shall not be counted towards the Indemnification Threshold. No person claim shall be entitled asserted pursuant to indemnification under this Section 11 if and to the extent that such person's claim Sections 11.1 or 11.2 for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashpunitive damages.