Common use of Limits on Indemnification Clause in Contracts

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company and Millxx xxxer SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Millxx xxxer SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Millxx xxxer ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Millxx xxxll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Millxx xxxll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Millxx xxxeunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Millxx xx Buyer or Buyer to the Company and Millxx xxxeed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Millxx xx Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Millxx xx exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Millxx xx Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Millxx xxxll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of Allied Parent and the Company and Millxx xxxer SECTIONS 3.11 Shareholders under Sections 3.1, 3.2, 3.3, 3.4, 3.6, 3.17 or 3.14, 6.5(c) hereof (the indemnification for which indemnification claims must be made prior to shall expire on the expiration of the applicable statute of limitations and if so made, such claims claims, and all Indemnifiable Costs incurred thereafter, shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Millxx xxxer SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Millxx xxxer ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE Article VIII shall expire on the third anniversary of two (2) years following the Closing Date (except for any claims for Indemnifiable Costs made prior to such date which claims shall continue after such date until finally resolved). The Company Shareholders and Millxx xxxll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Millxx xxxll be liable for all amounts for which indemnification may be sought. Buyer Allied Parent shall not be obligated to pay any amounts for indemnification under this ARTICLE Article VIII until the aggregate indemnification obligation sought by the Company or Millxx xxxeunder Investors hereunder exceeds $100,000250,000, whereupon Buyer Shareholders and Allied Parent shall be liable for all amounts in excess of $250,000 for which indemnification may be sought; provided, however, that Shareholders and Allied Parent shall not be obligated to pay any amounts for indemnification under Section 8.1(E) until the aggregate indemnification obligation sought by Investors thereunder exceeds $100,000, whereupon Shareholders and Allied Parent shall be liable for all amounts in excess of $100,000 for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5making claims for indemnification under Section 8.1(A), any requirement in any representation or warranty that an event or fact be material Material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of Shareholders and Allied Parent to Investors for breach of representations and warranties exceed the Company sum of $6,500,000; provided, however, that such $6,500,000 limitation shall not include and Millxx xx Buyer or Buyer to shall not limit any claims for (i) the Company Accounts Receivable Adjustment and Millxx xxxeed the Purchase Price and, Net Worth Adjustment and (ii) breach of the representations and warranties of the Shareholders and Allied Parent under Sections 3.1, 3.2, 3.3, 3.4, 3.6, and 3.17 hereof; provided, further, that in no event shall the aggregate liability of Shareholders and Allied Parent to Investors or the Company or Millxx xx Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, with respect to any claims described in which case only the liability cap in subclause clauses (i) and (ii) above shall apply)exceed the sum of the Purchase Price and the Redemption Price. However nothing in this ARTICLE Article VIII shall limit Buyer, the Company Investors or Millxx xx Shareholders in exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the CompanyShareholders, Millxx xx Buyer Allied Parent or Investors in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer Investors successfully proves prove intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Indemnified Costs paid by the Company or Millxx xxxll Shareholders shall be deemed to be a reduction of the Purchase Price paid to Allied Parent by Buyer under this AgreementInvestors hereunder.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds or tax benefits received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company and Millxx xxxer SECTIONS 3.11 or Sellers under Sections 3.1, 3.2, 3.3, 3.6, 3.14, 3.17 or Article VI hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations or the expiration date set forth in such Sections and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Millxx xxxer SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Millxx xxxer ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE Article VIII shall expire on the third second anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Millxx xxxll Sellers shall not be obligated to pay any amounts for indemnification under this ARTICLE Article VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,00050,000, whereupon the Company and Millxx xxxll Sellers shall be liable for all amounts for which indemnification may be soughtsought in excess of such $50,000 deductible; provided, however, that any Indemnifiable Costs resulting from a breach by the Sellers of any of her obligations under Section 5.6 hereof, shall not be subject to the limitations set forth in this sentence, but shall be reimbursable by the Sellers to the Indemnified Parties on a dollar-for-dollar basis. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE Article VIII until the aggregate indemnification obligation sought by the Company or Millxx xxxeunder Sellers hereunder exceeds $100,00050,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Millxx xx Sellers to Buyer or Buyer to the Company and Millxx xxxeed Sellers exceed the Purchase Price and, (ii) in no event shall the aggregate liability except for claims with respect to ownership or rights to ownership of the Company or Millxx xx Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply)Company's capital stock. However nothing in this ARTICLE Article VIII shall limit Buyer, Buyer or the Company or Millxx xx Sellers in exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Millxx xx Sellers or Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Millxx xxxll Sellers shall be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreement.

Limits on Indemnification. (a) All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company and Millxx xxxer SECTIONS 3.11 Sellers under Sections 3.1, 3.2, 3.3, 3.6, 3.17 or 3.14, 6.5(d) hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations or any extension thereof consented to by the Indemnifying Party and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Millxx xxxer SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Millxx xxxer ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE Article VIII shall expire on the third second anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Millxx xxxll Sellers shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000160,000, whereupon the Company and Millxx xxxll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Millxx xxxeunder exceeds $100,000, whereupon Buyer Sellers shall be liable for all amounts for which indemnification may be soughtsought in excess of such amount. Notwithstanding the foregoing, in no event shall the aggregate liability of either Seller for indemnification exceed the respective portion of the Purchase Price received by such Seller. However nothing in this Article VIII shall limit Buyer or Sellers in exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of Sellers or Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. (b) Notwithstanding the foregoing or any provision contained in this Agreement to the contrary, each Seller shall have sole liability in respect of breaches of his respective representations, warranties or covenants in respect of such Sellers and his Shares, which liability shall in all respects be several and not joint, and the other Seller shall not have any liability for the breaches of any representation, warranty or covenant in respect of the other Seller or such other Seller's Shares. (c) For purposes of SECTIONS Sections 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, . (id) in no event shall the aggregate liability of the Company and Millxx xx Buyer or Buyer to the Company and Millxx xxxeed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Millxx xx Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Millxx xx exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Millxx xx Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Millxx xxxll Sellers shall be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreement. (e) Notwithstanding anything to the contrary contained in this Article VIII, any party may undertake the defense of any third party claim pursuant to alleged indemnification obligations hereunder with full reservation of rights, and if it shall ultimately be determined that the party seeking indemnification is not entitled thereto with respect to such claim, then the party seeking indemnification shall reimburse to the party or parties undertaking such defense, all indemnification payments in respect of such claim made as well as the reasonable fees and costs of such defense, including reasonable attorneys fees. No indemnification of, or reimbursement for, the fees or costs of litigation shall be payable under this Article VIII by any party in connection with a bona fide dispute between such party and any other party regarding any matter arising under this Agreement, the costs and expenses of which shall be borne by the parties hereto in accordance with the terms of Section 10.4.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder (a) Following the Closing, the aggregate indemnification obligation of each Securities Recipient under Sections 6.2 and 6.3 shall be net limited to the greater of any insurance proceeds (i) the aggregate value, as of the Closing Date, of the Consideration Shares and Consideration Warrants received by such Person Discharging Creditor pursuant to Section 1.2 above; or (ii) the aggregate value of such Consideration Shares and Consideration Warrants as of the date the first claim for indemnification is made by Buyer against such Discharging Creditor (the "Indemnity Value"). For purposes of this Article VI, (A) the value of each Consideration Share shall be equal to the average closing price of a share of Buyer Common Stock as quoted on the OTC Bulletin Board (or as reported on such exchange or quotation system on which shares of Buyer Common Stock are then traded) over the five trading days immediately preceding the date of determination (provided that, if shares of Buyer Common Stock are not then quoted or reported on any such exchange or quotation system, then such value shall be determined by the arbitrator appointed pursuant to Section 9.11 below), and (B) the value of each Consideration Warrant shall be equal to the amount by which the value of the shares of Buyer Common Stock underlying such Consideration Warrant (at the price determined under clause (A) above) exceeds the exercise price that would be payable if such Consideration Warrant were exercised on the date of determination. Following the Closing, the aggregate indemnification obligation of each Cash Recipient under Sections 6.2 and 6.3 shall be limited to the amount received by such Cash Recipient pursuant to Section 1.2(c) above. The aggregate indemnification obligation of Buyer under Section 6.4 shall be limited to an amount equal to $500,000, minus the aggregate amount Buyer has previously paid in satisfaction of its indemnification obligations contained in the Purchase Agreement. (b) Notwithstanding the foregoing, the limitations set forth in this Section 6.6 shall not apply to fraudulent misrepresentations or intentional misconduct. (c) In the event any payment of the indemnity obligations of the Securities Recipients set forth in Sections 6.2 and 6.3 is required to be made, the Securities Recipients may satisfy such indemnity obligation by the delivery to Buyer of shares of Buyer Common Stock acquired by them pursuant to this Agreement or pursuant to the Consideration Warrants, which shares, for such purpose, shall be valued at the Indemnity Value thereof. Such delivery shall be accomplished, if at all, by delivery of original stock certificates and appropriate stock transfer powers executed in blank with Medallion signature guarantees, and otherwise in a form acceptable to Buyer's then current transfer agent. The number of shares of Buyer Common Stock any Securities Recipient may use to satisfy such indemnity obligations shall not exceed the number of shares of Buyer Common Stock acquired by such Securities Recipient pursuant to this Agreement or pursuant to the Consideration Warrants, minus the number of shares of Buyer Common Stock sold by such Securities Recipient following the date of this Agreement. In addition, the Securities Recipient may satisfy such indemnity obligation by surrendering to Buyer Consideration Warrants for cancellation with respect to all or a portion of the shares of Buyer Common Stock issuable thereunder. Upon such cancellation, the Securities Recipients shall be entitled to a credit against such indemnity obligation in an amount equal to the Indemnity Value of the shares with respect to which such Consideration Warrants are cancelled, less the aggregate exercise price that would be payable with respect to such claim (less the present value of any premium increases occurring as a result of shares if such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company and Millxx xxxer SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Millxx xxxer SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Millxx xxxer ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Millxx xxxll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Millxx xxxll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Millxx xxxeunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Millxx xx Buyer or Buyer to the Company and Millxx xxxeed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Millxx xx Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Millxx xx exercising or securing any remedies provided by applicable statutory or common law Consideration Warrants were exercised with respect with respect to such shares on the conduct date as of the Companydate used to determine the Indemnity Value. It is understood and agreed that, Millxx xx if any Securities Recipient surrenders to Buyer for cancellation in connection accordance with this Agreement or in subsection (c) all of the amount Consideration Shares and all of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with Consideration Warrants received by such Securities Recipient pursuant to this Agreement. All Indemnifiable Costs paid by the Company or Millxx xxxll be deemed , such Securities Recipient shall have no further liability pursuant to be a reduction of the Purchase Price paid by Buyer under this AgreementArticle VI.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, representations and warranties of Seller and covenants of the Company and Millxx xxxer SECTIONS 3.11 Shareholder under Sections 3.3 or 3.14, 3.14 hereof (the indemnification for which indemnification claims must be made prior to shall expire on the expiration of the applicable statute of limitations and if so made, except for claims made prior to such date which claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Millxx xxxer SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Millxx xxxer ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE Article VIII shall expire on the third second anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company Seller and Millxx xxxll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Millxx xxxll be liable for all amounts for which indemnification may be sought. Buyer Shareholder shall not be obligated to pay any amounts for indemnification under this ARTICLE Article VIII until the aggregate indemnification obligation sought by the Company or Millxx xxxeunder to which Buyer is entitled hereunder exceeds $100,000150,000, whereupon Buyer Seller shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS Sections 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company Seller and Millxx xx Shareholder to Buyer or Buyer to the Company and Millxx xxxeed exceed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Millxx xx Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply)Price. However nothing in this ARTICLE Article VIII shall limit Buyer, the Company Buyer or Millxx xx Seller and Shareholder in exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Millxx xx Seller and Shareholder or Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Millxx xxxll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreement.conduct

Limits on Indemnification. All Indemnifiable Costs Adverse Consequences for which ------------------------- indemnification is sought by any party Party hereunder shall be net of any insurance proceeds received by such Person Party with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Together Parties other than the Company and Millxx xxxer SECTIONS 3.11 or 3.14N.W.S.T. under Sections 4.8, 4.19, ------------ ---- and 4.21 hereof (for which indemnification claims must be made prior to the ---- expiration of the applicable statute of limitations plus sixty (60) days and if so made, such claims shall continue after such date until finally resolved), resolved and made) and Sections 3.5 and 4.2 hereof (ii) any pursuant to which the right to make ------------ --- claims for breach of indemnification under this Article IX shall survive the representations, warranties and covenants of the Company and Millxx xxxer SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Millxx xxxer ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained thereinClosing Date ---------- indefinitely), the right to make claims for indemnification provided under this ARTICLE VIII Article IX shall expire on the third first anniversary of the Closing Date (except for ---------- claims made prior to such date which shall continue after such date until finally resolved). The Company and Millxx xxxll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon Together Parties other than the Company and Millxx xxxll be liable for all amounts for which indemnification may be sought. Buyer N.W.S.T. shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII Article ------- IX until the aggregate Adverse Consequences for which indemnification obligation sought by -- the Company or Millxx xxxeunder Acquirer Indemnified Party/Parties related to the Acquirer hereunder exceeds $100,00050,000, whereupon Buyer SWIFT and Xxxx Xxxxxxxx shall be liable for all amounts for which indemnification may be soughtsought in excess of $50,000 of such Adverse Consequences up to a maximum indemnification equal to the Transfer Consideration; provided, however, that notwithstanding the foregoing, such $50,000 indemnity obligation threshold shall not apply to any penalties, damages, fines or other costs associated with the Company's and N.W.S.T.'s failure to file their 1996 and 1997 federal and state tax returns on time and Acquirer shall be entitled to a full indemnity for such penalties, damages, fines or other costs. The Acquirer shall not be obligated to pay any amounts for indemnification under this Article IX until the aggregate ---------- indemnification obligation sought by such other Together Parties hereunder exceeds $50,000, whereupon the Acquirer shall be liable for all amounts for which indemnification may be sought in excess of $50,000 of such Adverse Consequences. For purposes of SECTIONS 8.1 Section 9.1 or 8.5Section 9.5, any requirement in any ----------- ----------- representation or warranty that an event or fact be material Material or have a Material Adverse Effectadverse effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Millxx xx Buyer or Buyer any individual Together Party to the Company and Millxx xxxeed Acquirer or the Purchase Price andAcquirer to any of the Together Parties exceed the Transfer Consideration received by such Together Party; provided, (ii) in no event shall however, that the aggregate liability of Xxxx Xxxxxxxx shall be equivalent to the Company or Millxx xx Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconductTransfer Consideration received by SWIFT However, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII Article IX shall limit Buyer, the Company Acquirer or Millxx xx such other Together Parties in exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Millxx xx Buyer other in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer a Party successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by The amount of all Adverse Consequences for which indemnification is received from the Company or Millxx xxxll Foundation and/or SWIFT shall be deemed to be a reduction of the Purchase Price Transfer Consideration paid by Buyer Acquirer under this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by any party ------------------------- hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company and Millxx xxxer SECTIONS 3.11 or the Majority Shareholders under Sections 3.1, 3.2, 3.3, 3.4, 3.6, 3.14, 3.17 or Article VI -------- --- --- --- --- --- ---- ---- ---------- hereof (the indemnification for which indemnification claims must be made prior to shall expire on the expiration of the applicable statute of limitations or, in the case of covenants in Article VI ---------- which have a specific expiration date, as of such date, and if so made, such claims claims, and all Indemnifiable Costs incurred thereafter, shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Millxx xxxer SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Millxx xxxer ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE Article VIII (other than claims for Excluded Liabilities or ------------ for claims for breaches of covenants) shall expire on the third second anniversary of the Closing Date (except for any claims for Indemnifiable Costs made prior to such date which claims shall continue after such date until finally resolved). The Company and Millxx xxxll Majority Shareholders shall not be obligated to pay any amounts for indemnification under this ARTICLE Article VIII until the aggregate indemnification ------------ obligation sought by Iconixx or Buyer hereunder exceeds $100,00060,000, whereupon the Company and Millxx xxxll Majority Shareholders shall be liable for all amounts for which indemnification may be sought. The Company and the Majority Shareholders shall be jointly and severally liable for all indemnification claims of Iconixx or Buyer, provided, however, that in the absence of fraud by a Majority Shareholder, such Majority Shareholder's aggregate indemnification of Iconixx or Buyer shall not be limited to his, her or its proportionate share of the Purchase Price. Neither Iconixx nor the Buyer shall be obligated to pay any amounts for indemnification under this ARTICLE Article VIII until the aggregate indemnification obligation sought by the ------------ Majority Shareholders and the Company or Millxx xxxeunder hereunder exceeds $100,00060,000, whereupon Iconixx and the Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Millxx xx Buyer (A) Iconixx or Buyer to the Majority Shareholders and the Company for breach of representations and Millxx xxxeed warranties under Article IV exceed $3,000,000; ---------- and (B) the Purchase Price andMajority Shareholders and the Company to Iconixx or Buyer for breach of representations and warranties exceed $13,000,000; provided, however, that such amount under this clause (iiB) shall be reduced to $6,500,000 for all claims made on or after 60 days after the final completion of the audit of the Buyer's financial statements for the fiscal year ending December 31, 2000. Notwithstanding the foregoing, the indemnity limitations contained in no event the preceding sentence shall not include and shall not limit any claims for the aggregate liability breaching of the representations and warranties of the Company and Majority Shareholders under Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.12 (to the extent ------------ --- --- --- --- --- ---- such claims relate to OSHA violations), 3.14 and 3.17 or Millxx xx Buyer for a any breach of SECTION 3.21 Sections ---- ---- -------- 8.1(B) or (Year 2000) E), all of which claims together shall not exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply)Purchase Price. ------ --- However nothing in this ARTICLE Article VIII shall limit Iconixx, Buyer, the Company or Millxx xx ------------ the Majority Shareholders in exercising or securing any remedies provided by applicable statutory or common law with respect to the fraudulent conduct of the Company, Millxx xx Majority Shareholders, Buyer or Iconixx in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer Iconixx or the Majority Shareholders successfully proves prove intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by Other than as set forth in the preceding sentence, the indemnification provided for in this Section VIII is intended to be the exclusive monetary remedy of Iconixx, ------------ Buyer, the Company or Millxx xxxll be deemed the Majority Shareholders with regard to be a reduction of the Purchase Price paid Acquisition contemplated by Buyer under this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by ------------------------- any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company Company, Invisions Group and Millxx xxxer SECTIONS 3.11 the Stockholders under Sections 3.1, 3.2, 3.3, 3.4, 3.6, 3.12 (with respect to ------------ --- --- --- --- ---- Environmental and OSHA Obligations only), 3.17, Article VI, 8.1(B) or 3.14, 8.1(C) ---- ---------- ------ ------ hereof (the indemnification for which indemnification claims must be made prior to shall expire on the expiration of the applicable statute of limitations or, in the case of covenants in Article VI ---------- which have a specific expiration date, as of such date, and if so made, such claims, and all Indemnifiable Costs incurred thereafter, shall continue after such date until finally resolved), the right of any party to make claims for indemnification provided under this Article VIII shall expire on June 30, 2001 ------------ (except for any claims for Indemnifiable Costs made prior to such date which claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Millxx xxxer SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Millxx xxxer ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Millxx xxxll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Millxx xxxll be liable for all amounts for which indemnification may be sought. Buyer Empyrean Holdings shall not be obligated to pay any amounts for indemnification under this ARTICLE Article ------- VIII until the aggregate indemnification obligation sought by the Company or Millxx xxxeunder Stockholders ---- hereunder exceeds $100,000, whereupon Buyer Empyrean Holdings shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of Empyrean Holdings to Stockholders for breach of representations and warranties exceed $3,650,000. The Stockholders shall not be obligated to pay any amounts for indemnification under this Article ------- VIII until the Company and Millxx xx Buyer or Buyer to aggregate indemnification obligation sought by Empyrean Holdings ---- hereunder exceeds $100,000, whereupon Stockholders shall be liable for all amounts for which indemnification may be sought. Notwithstanding the Company and Millxx xxxeed the Purchase Price andforegoing, (ii) in no event shall the aggregate liability of the Company or Millxx xx Buyer Stockholders to Empyrean Holdings for a breach of SECTION 3.21 (Year 2000) representations and warranties exceed $2,500,000 3,650,000; provided, however, that the aggregate liability of Stockholders to Empyrean Holdings or Empyrean Holdings to Stockholders for claims for (absent gross negligence A) the breaching of the representations and warranties of the Stockholders under Sections 3.1, 3.2, 3.3, ------------ --- --- 3.4, 3.12 (to the extent such claims are for Environmental and OSHA Obligations) --- ---- and 3.17, or willful misconduct(B) any breach of Sections 8.1(B) or (C), in which case only or (C) any claim with ---- --------------- --- respect to the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company fraudulent conduct of Stockholders or Millxx xx exercising or securing any remedies provided by applicable statutory or common law Empyrean Holdings with respect to the conduct of the Company, Millxx xx Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer Empyrean Holdings or Stockholders successfully proves prove intentional fraud or intentional fraudulent conduct in connection with this Agreement, shall not exceed the Purchase Price. All Indemnifiable Costs paid by In no event shall any non-Majority Stockholder's liability for any individual indemnification claim exceed an amount equal to the Company or Millxx xxxll be deemed to be a reduction product of (i) the amount of such indemnification claim and (ii) such Stockholder's pro rata share of the Purchase Price paid to the Stockholders. The indemnification provided for in this Article VIII is intended to be the exclusive monetary remedy of Empyrean ------------ Holdings or Stockholders with regard to the Acquisition contemplated by Buyer under this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less a) With the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach exception of the representationsrepresentations and warranties set forth in Section 4.12, the representations and warranties of DevStream and covenants the Key Employee set forth in this Agreement will survive only for a period of the Company and Millxx xxxer SECTIONS 3.11 or 3.14, hereof one (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii1) any claims for breach of the representations, warranties and covenants of the Company and Millxx xxxer SECTION 3.3 (for which indemnification claims must be made at any time year after the ClosingClosing Date. (b) Any covenant or (iii) any claims for breach of agreement by the representations, warranties or covenants of the Company and Millxx xxxer ARTICLE VI (for parties hereto which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of by its terms contemplates performance after the Closing Date will survive the Closing Date, including the obligations and liabilities of DevStream, Key Employee and Spouse under Section 10.3. (except for claims made prior to such date which shall continue after such date until finally resolved). The Company c) DevStream, the Key Employee and Millxx xxxll Spouse will not be obligated to pay any amounts for indemnification indemnify Compuware under this ARTICLE VIII Section 10.1 unless and until the aggregate indemnification obligation sought by Buyer hereunder exceeds of Losses for which indemnity is provided under Section 10.1 reaches One Hundred Thousand Dollars ($100,000), whereupon in which event DevStream, the Company Key Employee and Millxx xxxll Spouse will be obligated to indemnify Compuware for all applicable Losses; provided, however, that the indemnification threshold of $100,000 will not apply to the indemnification obligations of Sections 10.1 and 10.7 specifically relating to Taxes nor will any amounts paid in respect of Sections 10.1, or 10.7 specifically relating to Taxes reduce such indemnification threshold or affect such indemnification deductible as the same may apply to any other claims for indemnification. (d) Notwithstanding anything to the contrary contained in this Agreement, Compuware's rights to indemnification shall be made net of all insurance reimbursement, third-party contribution and third-party indemnification realized or to be realized by Compuware. If any claim for indemnification asserted hereunder is, or may be, the subject of any insurance coverage or other right to indemnification or contribution from any third person, the Indemnified Party expressly agrees that it will promptly notify the applicable insurance carrier of any such claim or Loss and tender defense thereof to such carrier, and will also promptly notify any third party indemnitor or contributor which may be liable for any portion of such Losses or claims. The Indemnified Party agrees to pursue, at the cost and expense of the Indemnifying Party, each applicable insurance carrier and third party indemnitor or contributor. (e) The Indemnified Party will use all amounts reasonable efforts, consistent with normal practices and policies and good commercial practice, to mitigate such Losses. (f) If Compuware has received payment from the Indemnity Escrow Fund with respect to Losses and, thereafter, Compuware has received or is entitled to receive indemnification for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until other Losses ("Other Losses"), which, in the aggregate indemnification obligation sought by together with the Company or Millxx xxxeunder exceeds $100,000Losses, whereupon Buyer shall exceed the Indemnity Escrow Fund, Compuware will nonetheless be liable entitled to collect from, and pursue, DevStream , the Key Employee and Spouse, jointly and severally, for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5payment of, and DevStream, the Key Employee and Spouse will, jointly and severally, pay to Compuware any requirement in any representation or warranty that an event or fact be material or have a Material Adverse EffectOther Losses to the extent unpaid. (g) Notwithstanding anything herein to the contrary, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignoredLosses will not include punitive damages. Notwithstanding the foregoingpreceding sentence, Losses will include amounts recoverable or recovered from Compuware by a third party (which third party will not include an affiliate of Compuware) which constitute punitive damages. Notwithstanding anything herein to the contrary, Losses will not include "lost profits" or "lost revenues", unless "lost profits" or "lost revenues" are included in claims of third parties against Compuware and/or the surviving corporation. Notwithstanding the preceding sentence, for purposes of this Section 10, "lost profits" or "lost revenues" means a negative impact on future revenues or profits of Compuware arising as an indirect or secondary consequence of a breach of a representation, warranty, covenant or agreement but "lost profits" or "lost revenues" will be included in Losses to the extent they are the direct consequence of a breach of a representation, warranty or covenant. (h) The parties agree that any indemnification payment made by DevStream, Key Employee or Spouse under Sections 10.1 or 10.7 to Compuware is an adjustment to the Purchase Price, and they agree to consistently so treat any such payment on any Tax Return or claim for refund that they file, in any administrative or appeals procedure, judicial proceedings, or any other situation in which a characterization of such a payment is made. (i) in no event shall Each party hereby acknowledges and agrees that, from and after the aggregate liability of the Company Closing Date, its sole and Millxx xx Buyer or Buyer to the Company and Millxx xxxeed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Millxx xx Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Millxx xx exercising or securing any remedies provided by applicable statutory or common law exclusive remedy with respect to any and all claims relating to the conduct subject matter of this Agreement will be pursuant to the provisions set forth in this Section 10 below, except as provided in Section 10.3, any claims based on fraud and/or any claims relating to Taxes and Proprietary Rights, for which Losses will not be so limited. In furtherance of the Companyforegoing, Millxx xx Buyer in connection with each party hereby waives, from and after the Closing Date, to the fullest extent permitted under applicable law, any and all claims, rights and causes of action (other than claims of fraud and claims arising under this Section 10) it may have relating to the subject matter of this Agreement arising under or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud based upon any federal, state, local or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company foreign statute, law, ordinance, rule or Millxx xxxll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreementregulation or otherwise.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company and Millxx xxxer SECTIONS 3.11 or Seller under Sections 3.1, 3.2, 3.3, 3.14, 3.17 or 6.5 hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any and except for claims for breach of the representations, warranties and covenants any covenant of the Company and Millxx xxxer SECTION 3.3 (for which indemnification claims must be made at any time this Agreement that by its terms expires after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Millxx xxxer ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein)second anniversary hereof, the right to make claims for indemnification provided under this ARTICLE Article VIII or to assert any other claim arising under or in connection with this Agreement (including, without limitation, any claim for breach of any warranty, representation, or covenant) shall expire on the third second anniversary of the Closing Date (except for claims made reasonably specified in writing prior to such date which shall continue after such date until finally resolved). Notwithstanding the foregoing, the right of Buyer to make any claim for damages with respect to outstanding Company Options shall survive indefinitely and shall not expire. The Company Seller and Millxx xxxll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Millxx xxxll be liable for all amounts for which indemnification may be sought. Buyer Shareholders shall not be obligated to pay any amounts for indemnification under this ARTICLE Article VIII until the aggregate indemnification obligation sought by hereunder exceeds the Company or Millxx xxxeunder exceeds $100,000Indemnification Basket Amount, whereupon Buyer the Seller and Shareholders shall be liable for all amounts in excess of the Indemnification Basket Amount for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5; provided, any requirement in any representation or warranty however, that an event or fact the Indemnification Basket Amount will be material or have a Material Adverse Effect, as appropriate, in order reduced by $50,000 for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Millxx xx Buyer or Buyer to the Company and Millxx xxxeed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Millxx xx Buyer all claims for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Millxx xx exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Millxx xx Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Millxx xxxll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreement.which

Limits on Indemnification. All Indemnifiable Costs Adverse Consequences sought by any party ------------------------- Party hereunder shall be net of any insurance proceeds received by such Person Party with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company Transferors under Sections 4.8, ------------ 4.19, and Millxx xxxer SECTIONS 3.11 or 3.14, 4.21 hereof (for which indemnification claims must be made prior to ---- ---- the expiration of the applicable statute of limitations plus sixty (60) days and if so made, such claims shall continue after such date until finally resolved), resolved and made) and Sections 3.5 and 4.2 hereof (ii) any pursuant to which the right to make ------------ --- claims for breach of indemnification under this Article IX shall survive the representations, warranties and covenants of the Company and Millxx xxxer SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Millxx xxxer ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained thereinClosing Date ---------- indefinitely), the right to make claims for indemnification provided under this ARTICLE VIII Article IX shall expire on the third first anniversary of the Closing Date (except for ---------- claims made prior to such date which shall continue after such date until finally resolved). The Company and Millxx xxxll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Millxx xxxll be liable for all amounts for which indemnification may be sought. Buyer Transferor shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII Article IX until the aggregate indemnification ---------- obligation sought by the Company or Millxx xxxeunder Acquirer hereunder exceeds $100,00025,000, whereupon Buyer the Transferors shall be liable for all amounts for which indemnification may be soughtsought back to the first dollar up to a maximum indemnification by Transferors equal to the Transfer Consideration. The Acquirer shall not be obligated to pay any amounts for indemnification under this Article IX until the aggregate ---------- indemnification obligation sought by the Transferors hereunder exceeds $25,000, whereupon the Acquirer shall be liable for all amounts for which indemnification may be sought back to the first dollar. For purposes of SECTIONS 8.1 of Section 9.1 or 8.59.5, any requirement in any representation or warranty that an ----------- --- event or fact be material Material or have a Material Adverse Effectadverse effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Millxx xx Buyer or Buyer any individual Transferor to the Company and Millxx xxxeed Acquirer or the Purchase Price andAcquirer to the Transferors exceed the Transfer Consideration received by such Transferor. However, (ii) in no event shall the aggregate liability of the Company or Millxx xx Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII Article IX shall limit Buyer, the Company Acquirer or Millxx xx the Transferors in exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Millxx xx Buyer Transferors or the Acquirer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer the Acquirer, USI or Transferors successfully proves prove intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs The amount of all Adverse Consequences paid by the Company or Millxx xxxll Transferors shall be deemed to be a reduction of the Purchase Price Transfer Consideration paid by Buyer Acquirer under this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company and Millxx xxxer SECTIONS 3.11 or Sellers under Sections 3.1, 3.2, 3.3, 3.6, 3.14, 3.17 or 6.5(d) hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Millxx xxxer SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Millxx xxxer ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE Article VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Millxx xxxll Sellers shall not be obligated to pay any amounts for indemnification under this ARTICLE Article VIII (other than indemnification required pursuant to Section 8.1(E) above) until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,00025,000, whereupon the Company and Millxx xxxll Sellers shall be liable for all amounts for which indemnification may be sought; provided, however, that any Indemnifiable Costs resulting from a breach by the Sellers of any of his obligations under Section 5.6 or Section 6.5 hereof, shall not be subject to the limitations set forth in this sentence, but shall be reimbursable by the Sellers to the Indemnified Parties on a dollar-for-dollar basis. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE Article VIII until the aggregate indemnification obligation sought by the Company or Millxx xxxeunder Sellers hereunder exceeds $100,00025,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS Section 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Millxx xx Sellers to Buyer or Buyer to the Company and Millxx xxxeed Sellers exceed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Millxx xx Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply)Price. However nothing in this ARTICLE Article VIII shall limit Buyer, Buyer or the Company or Millxx xx Sellers in exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Millxx xx Sellers or Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Millxx xxxll Sellers shall be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreement.

Limits on Indemnification. All Indemnifiable Costs Adverse Consequence sought by any party ------------------------- Party hereunder shall be net of any insurance proceeds received by by, or made available to, such Person Party with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company Transferors under Sections 3.5 and Millxx xxxer SECTIONS 3.11 or 3.14, 4.2 hereof (for pursuant to which indemnification claims must be made prior the right to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any ------------ --- make claims for breach of indemnification under this Article IX shall survive the representations, warranties and covenants of the Company and Millxx xxxer SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Millxx xxxer ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained thereinClosing ---------- Date indefinitely), the right to make claims for indemnification provided under this ARTICLE VIII Article IX shall expire on the third first anniversary of the Closing Date ---------- (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Millxx xxxll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Millxx xxxll be liable for all amounts for which indemnification may be sought. Buyer Transferor shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII Article IX until the aggregate ---------- indemnification obligation sought by the Company or Millxx xxxeunder Acquirer hereunder exceeds $100,000150,000, whereupon Buyer the Transferors shall be liable for all amounts for which indemnification may be soughtsought back to the first dollar up to a maximum indemnification by Transferors equal to the Escrow Sum. The Acquirer shall not be obligated to pay any amounts for indemnification under this Article IX until ---------- the aggregate indemnification obligation sought by the Transferors hereunder exceeds $150,000, whereupon the Acquirer shall be liable for all amounts for which indemnification may be sought back to the first dollar. For purposes of SECTIONS 8.1 Section 9.1 or 8.59.5, any requirement in any representation or ----------- --- warranty that an event or fact be material Material or have a Material Adverse Effectadverse effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Millxx xx Buyer or Buyer Acquirer to the Company and Millxx xxxeed Transferors exceed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Millxx xx Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply)Transfer Consideration received by such Transferor. However nothing in this ARTICLE VIII Article IX shall limit Buyer, the Company Acquirer or Millxx xx the Transferors in exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Millxx xx Buyer Transferors or the Acquirer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer the Acquirer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs The amount of all Adverse Consequences paid by the Company or Millxx xxxll Transferors shall be deemed to be a reduction of the Purchase Price Transfer Consideration paid by Buyer Acquirer under this Agreement.

Limits on Indemnification. (a) All Indemnifiable Costs sought by any party hereunder representations and warranties in this Agreement shall be net survive Closing for a period of any insurance proceeds received by such Person with respect two years following the Closing Date; provided, however, that the Seller's representations and warranties set forth in Section 2.4 as to such Seller's "good and marketable title to the Acquired Assets" shall survive in perpetuity. No claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims or action for breach of the representations, warranties and covenants of the Company and Millxx xxxer SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Millxx xxxer SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Millxx xxxer ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Millxx xxxll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Millxx xxxll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Millxx xxxeunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignoredasserted or maintained by any party hereto after the expiration thereof pursuant to the preceding sentence except for claims made in writing prior to such expiration or actions (whether instituted before or after such expiration). Notwithstanding If such written notice is given, the foregoingsurvival period for the applicable representation or warranty shall continue until the claim is fully resolved. (b) Each party agrees that the remedies set forth in this Section 8, together with the remedies set forth in the Ancillary Agreements, shall be the sole and exclusive remedies which such party shall have from and after the Closing Date against the other party or any of its directors, officers, employees, Affiliates, agent or stockholders; provided, however, that no party hereto shall be deemed to have waived any rights, claims, causes of action or remedies if and to the extent such rights, claims causes of action or remedies may not be waived under applicable law or fraud is proven on the part of a party by another party hereto. (ic) in no event No party shall the aggregate liability be entitled to indemnification under this Agreement or any of the Company and Millxx xx Buyer Ancillary Agreements for consequential or Buyer incidental damages. (d) The obligation of the Seller to indemnify the Company and Millxx xxxeed Purchaser pursuant to this Section 8 shall not exceed the Purchase Price andPrice. (e) The right to indemnification or other remedy based on the representations, warranties, covenants and agreements herein will not be affected by an investigation conducted with respect to, or any knowledge acquired (iior capable of being acquired) in no event shall at any time, whether before or after the aggregate liability execution and delivery of this Agreement or the Company or Millxx xx Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconductClosing, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Millxx xx exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement. The waiver of any condition based on the Companyaccuracy of any representation or warranty, Millxx xx Buyer in connection or on the performance of or compliance with this Agreement any covenant or in agreement, will not affect the amount of damages that it can recover from the right to indemnification or other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Millxx xxxll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreementremedy based on such representations, warranties, covenants and agreements.

Limits on Indemnification. All Indemnifiable Costs Adverse Consequence sought by any party ------------------------- Party hereunder shall be net of any insurance proceeds received by such Person Party with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company Transferors under Sections 4.8, ------------ 4.19, and Millxx xxxer SECTIONS 3.11 or 3.14, 4.21 hereof (for which indemnification claims must be made prior to ---- ---- the expiration of the applicable statute of limitations plus sixty (60) days and if so made, such claims shall continue after such date until finally resolved), resolved and made) and Sections 3.5 and 4.2 hereof (ii) any pursuant to which the right to make ------------ --- claims for breach of indemnification under this Article IX shall survive the representations, warranties and covenants of the Company and Millxx xxxer SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Millxx xxxer ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained thereinClosing Date ---------- indefinitely), the right to make claims for indemnification provided under this ARTICLE VIII Article IX shall expire on the third first anniversary of the Closing Date (except for ---------- claims made prior to such date which shall continue after such date until finally resolved). The Company and Millxx xxxll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Millxx xxxll be liable for all amounts for which indemnification may be sought. Buyer Transferor shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII Article IX until the aggregate indemnification ---------- obligation sought by the Company or Millxx xxxeunder Acquirer hereunder exceeds $100,00075,000, whereupon Buyer the Transferors shall be liable for all amounts for which indemnification may be soughtsought in excess of $75,000 up to a maximum indemnification by Transferors equal to the Transfer Consideration. The Acquirer shall not be obligated to pay any amounts for indemnification under this Article IX until the aggregate ---------- indemnification obligation sought by the Transferors hereunder exceeds $75,000, whereupon the Acquirer shall be liable for all amounts for which indemnification may be sought in excess of $75,000 up to a maximum indemnification by Acquirer equal to the Stock Portion of the Transfer Consideration. For purposes of SECTIONS 8.1 Section 9.1 or 8.59.5, any requirement in any representation or warranty that an ----------- --- event or fact be material Material or have a Material Adverse Effectadverse effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Millxx xx Buyer or Buyer any individual Transferor to the Company and Millxx xxxeed Acquirer or the Purchase Price and, (ii) in no event shall Acquirer to the aggregate liability of Transferors exceed the Company or Millxx xx Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply)Transfer Consideration received by such Transferor. However nothing in this ARTICLE VIII Article IX shall limit Buyer, the Company Acquirer or Millxx xx the Transferors in exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Millxx xx Buyer Transferors or the Acquirer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer the Acquirer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs The amount of all Adverse Consequences paid by the Company or Millxx xxxll Transferors shall be deemed to be a reduction of the Purchase Price Transfer Consideration paid by Buyer Acquirer under this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by (a) Notwithstanding anything in this Article 8 to the contrary, no Party shall have any party indemnification obligation hereunder shall be net to the extent that a claim for indemnification is related to a representation, warranty or covenant for which the survival period specified in Article 7 has expired and is made after such expiration. For the avoidance of any insurance proceeds received by such Person doubt, it is understood and agreed that the expiration of the survival period with respect to any particular representation, warranty or covenant shall have no effect upon a claim for indemnification related to such representation, warranty or covenant that was properly made prior to such expiration, and the Party making such claim may pursue such claim as set forth in this Agreement until it is resolved or abandoned. (less b) Notwithstanding anything in this Article 8 to the present value contrary, no Lufkin Indemnitee shall be entitled to indemnification from the Seller pursuant to Section 8.1 until such time as the cumulative, aggregate amount of Losses suffered by such Lufkin Indemnitee exceeds $25,000 (the “Deductible”), after which time such Lufkin Indemnitee shall be entitled to indemnification for the full amount of Losses in excess of the Deductible; provided, however, that the Deductible shall not apply to any claims based on the fraud, intentional misconduct or gross negligence of the Seller or to any claims based on any breach by the Seller of any premium increases occurring representation or warranty contained in Section 4.2, 4.3, 4.4 or 4.17 or of any of his covenants or agreements contained herein. (c) Notwithstanding anything in this Article 8 to the contrary, no Seller Indemnitee shall be entitled to indemnification from Lufkin pursuant to Section 8.2 until such time as the cumulative, aggregate amount of Losses suffered by such Seller Indemnitee exceeds the Deductible, after which time such Seller Indemnitee shall be entitled to indemnification for the full amount of Losses in excess of the Deductible; provided, however, that the Deductible shall not apply to any claims based on the fraud, intentional misconduct or gross negligence of Lufkin or to any claims based on any breach by Lufkin of any representation or warranty contained in Section 5.2 or 5.3 or of any of its covenants or agreements contained herein. (d) The Seller shall not be liable for indemnification obligations under this Article 8 in the aggregate in excess of an amount equal to $6,125,000; provided, however, that the limitation set forth in this Section 8.3(d) shall not apply to any claims based on the fraud, intentional misconduct or gross negligence of the Seller or to any claims based on any breach by the Seller of any representation or warranty contained in Section 4.2, 4.3, 4.4 or 4.17 or of any of his covenants or agreements contained herein. (e) For purposes of calculating the aggregate amount of Losses claimed by a Party entitled to receive indemnification hereunder (an “Indemnitee”), the amount of each Loss shall be reduced by the amount of any third-party insurance benefits which the Indemnitee received in respect of or as a result of such claim)Losses, less the reasonable costs incurred by the Indemnitee to recover those insurance benefits to the extent such costs are not otherwise recovered. Except for (i) any claims for breach If a Lufkin Indemnitee has been paid out of the representations, warranties Escrow Account pursuant to the terms hereof and covenants of the Company Escrow Agreement, and Millxx xxxer SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Millxx xxxer SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Millxx xxxer ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Millxx xxxll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Millxx xxxll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Millxx xxxeunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Millxx xx Buyer or Buyer to the Company and Millxx xxxeed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Millxx xx Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Millxx xx exercising or securing any remedies provided by applicable statutory or common law Lufkin Indemnitee later receives insurance benefits with respect to the conduct same Loss giving rise to the payment out of the CompanyEscrow Account, Millxx xx Buyer in connection with this Agreement or in then the amount of damages that it can recover from such insurance benefits shall: (i) if the other Escrow Agreement is effective, be deposited in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct Escrow Account and then paid out in connection accordance with this Agreement. All Indemnifiable Costs paid by the Company or Millxx xxxll be deemed to be a reduction terms of the Purchase Price Escrow Agreement or (ii) if the Escrow Agreement is no longer effective, be paid by Buyer under this Agreementto the Seller.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder (a The Purchaser's remedies with respect to Losses specified in Section 5.2 shall be net satisfied first by the assertion of its rights under the Escrow Agreement in respect of the Escrow Shares; provided, however, that if (i) the aggregate amount of such Losses shall be in excess of the amount of the Escrow Shares or (ii) any Losses shall arise after termination or expiration of the Escrow Agreement with respect to which the Purchaser is entitled to indemnification pursuant to Section 5.2(b) or (c), then the Sellers shall be obligated to indemnify the Purchaser in respect of all such Losses not satisfied by delivery to the Purchaser of Escrow Shares to the extent provided in this Article V. The Purchaser shall be entitled to assert its rights hereunder and under the Escrow Agreement in respect of the Escrow Shares with respect to the full amount of any and all of its Losses under Section 5.2, irrespective of the several nature of the Sellers' obligations under this Agreement. (b The Sellers shall not have any obligation to indemnify the Purchaser pursuant to Section 5.2(a) hereof with respect to any Losses specified therein unless and until the Purchaser shall have incurred Losses under Section 5.2 in an aggregate amount in excess of Fifty Thousand ($50,000) Dollars in which event the Purchaser shall be entitled to be indemnified for all of its Losses subject to the provisions of Section 5.5(a) above. As used in this Agreement, "Losses" shall be determined after giving effect to the receipt by the Indemnitee of any insurance proceeds received by relating to such Person Loss. (c The Purchaser shall not have any obligation to indemnify the Sellers pursuant to Section 5.3(a) hereof with respect to such claim any Losses specified therein unless and until the Purchaser shall have incurred Losses under Section 5.3 in an aggregate amount in excess of Fifty Thousand (less $50,000) Dollars in which event the present Sellers shall be entitled to be indemnified for all of their Losses. (d Notwithstanding anything else contained herein to the contrary, each Seller's obligation to indemnify the Purchaser pursuant to Section 5.2(a) hereof with respect to Losses specified therein shall not exceed the value of any premium increases occurring such Seller's MSGI Stock and CIA Common Stock as a result of such claim). Except determined on the date for which indemnification shall be demanded hereunder, provided, however, that (i) if such Seller has sold any claims for breach of the representations, warranties and covenants of the Company and Millxx xxxer SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made his MSGI Stock and/or CIA Stock prior to such date, then, in the expiration case of the applicable statute of limitations and if so madesuch shares that were sold, such claims value shall continue after such date until finally resolved), be deemed to equal the proceeds received upon the sale or sales thereof; and (ii) any claims for breach such obligation of a Seller to indemnify the representationsPurchaser may be satisfied by delivery of such Seller's shares of MSGI Stock and/or CIA Stock having a value, warranties and covenants of determined on the Company and Millxx xxxer SECTION 3.3 (date for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Millxx xxxer ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Millxx xxxll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Millxx xxxll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Millxx xxxeunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5demanded hereunder, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact equal to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Millxx xx Buyer or Buyer to the Company and Millxx xxxeed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Millxx xx Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Millxx xx exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Millxx xx Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreementsuch indemnification demand. All Indemnifiable Costs paid by the Company or Millxx xxxll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreementss.

Limits on Indemnification. All Indemnifiable Costs sought by any party ------------------------- hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company and Millxx xxxer SECTIONS 3.11 or Sellers under Sections 3.1, ------------- 3.2, 3.3, 3.14, 3.17 or 6.5 hereof (for which indemnification claims must be -------------------- --- made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Millxx xxxer SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Millxx xxxer ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE Article VIII shall ------------ expire on the third anniversary of 18 months after the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Millxx xxxll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Millxx xxxll be liable for all amounts for which indemnification may be sought. Buyer Sellers shall not be obligated to pay any amounts for indemnification under this ARTICLE Article ------- VIII until the aggregate indemnification obligation sought by the Company or Millxx xxxeunder hereunder exceeds $100,00075,000, ---- whereupon Buyer the Sellers shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company Sellers to Global hereunder exceed $12,000,000 (except for any claims for breach of the representations, warranties and Millxx xx Buyer covenants of the Sellers under Sections 3.1, 3.2 or Buyer 3.3 which shall be limited to the Company and Millxx xxxeed Purchase Price). Global shall not be obligated to pay any amounts for indemnification under this Article VIII until the Purchase Price andaggregate indemnification obligation hereunder ------------ exceeds $75,000, (ii) whereupon Global shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of the Company or Millxx xx Buyer Global to Sellers for a breach of SECTION 3.21 (Year 2000) joint and several claims hereunder exceed $2,500,000 (absent gross negligence or willful misconduct12,000,000, except to the extent that the Earned Payout Amount is validly earned hereunder and is not otherwise paid by Global to the Sellers, in which case only the sum of the Earned Payout Amount plus $12,000,000 shall be the maximum aggregate liability cap in subclause (i) above shall apply)of Global to Sellers. However nothing in this ARTICLE Article VIII shall limit Buyer, Global or the Company or Millxx xx Sellers in exercising or securing any ------------ remedies provided by applicable statutory or common law with respect to the conduct of the Company, Millxx xx Buyer Sellers or Global in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer Global or the Sellers successfully proves gross negligence, intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Millxx xxxll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by ------------------------------ any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company and Millxx xxxer SECTIONS 3.11 or Sellers under Sections 3.1, 3.2, 3.3, 3.14, 3.17, 3.26 or 6.5 hereof (for which ---------------------------------------- --- indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Millxx xxxer SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Millxx xxxer ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE Article VIII shall expire on the third anniversary of the ------------ Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Millxx xxxll Sellers shall not be obligated to pay any amounts for indemnification under this ARTICLE Article VIII until the aggregate ------------ indemnification obligation sought by Buyer hereunder exceeds $100,00010,413, whereupon the Company and Millxx xxxll Sellers shall be liable for all amounts in excess of $10,413 for which indemnification may be sought. Notwithstanding the foregoing, such $10,413 amount in the preceding sentence shall be reduced to the extent the Working Capital as reflected on the Closing Balance Sheet is less than the Working Capital in the Preliminary Closing Balance Sheet. Notwithstanding the foregoing, in no event shall the aggregate liability of the Sellers to Global and Buyer hereunder exceed the Purchase Price. Global and Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE Article VIII until the aggregate ------------ indemnification obligation sought by the Company or Millxx xxxeunder hereunder exceeds $100,00025,000, whereupon Global and Buyer shall be liable for all amounts in excess of $25,000 for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company Global and Millxx xx Buyer or Buyer to the Company and Millxx xxxeed Sellers hereunder exceed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Millxx xx Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply)Price. However nothing in this ARTICLE Article VIII shall limit Buyer, Global and Buyer or the Company or Millxx xx ------------ Sellers in exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Millxx xx Sellers or Global and Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global and Buyer or the Sellers successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Millxx xxxll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by (a) No Indemnifying Party shall be responsible to indemnify any party hereunder Indemnitee under this Agreement unless the Indemnitee shall have provided the Indemnifying Party with the appropriate notice of the indemnification Claim within the appropriate period of survival specified in Section 6.1 above. (b) Anything in this Agreement to the contrary notwithstanding, the amount of Losses for which Seller shall be liable to indemnify any Indemnitee shall be net of any insurance realized income tax benefit to the Indemnitee resulting from such Losses. (c) Anything in this Agreement to the contrary notwithstanding, any Losses owing from an Indemnifying Party to an Indemnitee under this Agreement shall be reduced to the extent to which the Indemnitee actually receives any proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company and Millxx xxxer SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Millxx xxxer SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Millxx xxxer ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Millxx xxxll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Millxx xxxll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Millxx xxxeunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty insurance policy that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Millxx xx Buyer or Buyer to the Company and Millxx xxxeed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Millxx xx Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Millxx xx exercising or securing any remedies provided by applicable statutory or common law are paid with respect to the conduct matter or occurrence that gave rise to the indemnification Claim. Each party covenants and agrees that all insurance policies maintained by it shall contain waiver of the Company, Millxx xx Buyer in connection subrogation provisions with this Agreement or in the amount of damages that it can recover from respect to the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with party to this Agreement. All Indemnifiable Costs paid Without limiting the foregoing, no Indemnitee shall be entitled to indemnification from Seller with respect to Losses attributable to a matter that would be covered by the Company or Millxx xxxll Tail if a Claim were properly made under the Tail to the insurer providing the Tail, unless all Claims which may be deemed made under the Tail have first been properly made. (d) Seller shall have no obligation to indemnify Indemnitee: (i) unless and until the aggregate amount of Losses for which all Indemnitees are seeking indemnification from Seller exceeds $50,000, in which event Indemnity shall be entitled to be a reduction indemnified for all such Losses, or (ii) to the extent that the aggregate amount of all Losses for which all Indemnitees are seeking or have received indemnification from Seller exceeds the amount of the Purchase Price actually paid by Buyer to Seller under this Agreement, including, without limitation, payments of the principal amount of the Buyer Note. (e) Notwithstanding any other provision of this Agreement, and in addition to any other rights and remedies available to Buyer, Seller and the Shareholders, jointly and severally, acknowledge and agree that Buyer shall have the right of set-off and reduction ("Set-Off") against the Buyer Note and against any other amounts owed to either Seller or each Shareholder by Buyer or any of its Affiliates in respect of all Losses with respect to which Buyer is entitled to indemnification under this Article VI. If Buyer elects to exercise its right of Set-Off pursuant to the provisions of the immediately preceding sentence, Buyer shall give written notice thereof to Seller and Escrow Agent (as such term is defined in the Escrow Agreement) specifying the nature and amount of such Claim, the obligation(s) owing to Seller and/or the Shareholders against which the Set-Off is being exercised and that Buyer has exercised its right of Set-Off and, concurrently with the giving of such notice, Buyer shall deposit with the Escrow Agent a sum equal to the amount of the Set-Off.

Limits on Indemnification. All Indemnifiable Costs sought by any party ------------------------- hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company and Millxx xxxer SECTIONS 3.11 Sellers under Sections 3.1,3.2, ---------------- 3.3, 3.1 4, 3.17 or 3.14, 6.5 hereof (for which indemnification claims must be made ---------------- --- prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Millxx xxxer SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Millxx xxxer ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE Article VIII shall expire on ------------ the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Millxx xxxll Sellers shall not be obligated to pay any amounts for indemnification under this ARTICLE Article VIII until the aggregate indemnification obligation sought by Buyer hereunder ------------ exceeds $100,00025,000, whereupon the Company and Millxx xxxll Sellers shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of the Sellers to Global and Buyer hereunder exceed the Purchase Price. Global and Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE Article VIII until the aggregate indemnification obligation sought by the Company or Millxx xxxeunder hereunder exceeds $100,00025,000, whereupon Global and Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Millxx xx Buyer or Buyer to the Company and Millxx xxxeed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Millxx xx Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE Article VIII shall limit Buyer, Global and Buyer or the Company or Millxx xx Sellers in exercising or ------------ securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Millxx xx Sellers or Global and Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global and Buyer or the Sellers successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Millxx xxxll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreement.