Common use of Obligation to Indemnify Clause in Contracts

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10, Seller agrees to indemnify, defend and hold harmless Buyer and its Affiliates (including, after the Closing, the Insurance Companies), and their respective directors, officers, employees, agents, representatives, successors and assigns, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), from and against all liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Buyer Losses,” and individually a “Buyer Loss”) incurred or suffered by any of the Buyer Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with (i) any breach of any of the representations and warranties of Seller contained in this Agreement or in any certificate or other document delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein), (ii) any breach of any of the covenants and agreements of Seller contained in this Agreement, and (iii) any Actions set forth on Schedule 10.2; provided, however, that the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(i) for breach of representations and warranties made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject to the other provisions of this Agreement, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the Cap. (b) Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10, Buyer agrees to indemnify, defend and hold harmless Seller and its Affiliates and their respective directors, officers, employees, agents, representatives, successors and assigns (the “Seller Indemnified Parties,” and individually a “Seller Indemnified Party; and together with the Buyer Indemnified Parties, the “Indemnified Parties,” and individually an “Indemnified Party”) from and against all liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Seller Losses,” and together with Buyer Losses, “Losses,” and individually a “Loss”), incurred or suffered by any of the Seller Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with (i) any breach of any of the representations and warranties of Buyer contained in this Agreement or in any certificate or other documents delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein), and (ii) any breach of any of the covenants and agreements of Buyer contained in this Agreement; provided, however, that Seller Indemnified Parties shall be entitled to indemnification under Section 10.2(b)(i) for breach of representations and warranties made by Buyer in Article 4 hereof only when the aggregate amount of all Seller Losses arising therefrom exceeds the Deductible Amount, in which case Seller Indemnified Parties shall be entitled to indemnification for all Seller Losses, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Buyer shall be liable for Seller Losses under Section 10.2(b)(i) shall not exceed, in the aggregate, an amount equal to the Cap; provided, however, the Deductible Amount and the Cap shall not apply to limit any Seller Losses resulting from a breach or inaccuracy of the representations or warranties of Buyer in Section 4.4 (Financing; Buyer’s Ability to Consummate Transaction). For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(b) shall be interpreted to impose liability on Buyer for breaches of the representations and warranties of Buyer under Article 4 in an aggregate amount greater than the Cap. (c) Required payments by any Indemnifying Party pursuant to Section 10.2(a) or 10.2(b) shall be limited to the amount of any Loss that remains after deducting therefrom (i) any insurance proceeds actually recovered by any Indemnified Party and (ii) any indemnity, contribution or other similar payment actually recovered by any Indemnified Party from any third party (including, without limitation, reinsurance recoverables), in each case with respect to such Loss. The Indemnified Party shall use commercially reasonable efforts to collect all such insurance proceeds, reinsurance recoverables and indemnity, contribution and other similar payments.

Obligation to Indemnify. (a) Subject to the expiration of the representations Article IX and warranties of the parties as provided in and the limitations set forth in this Article 10X, Seller agrees and Parent jointly and severally agree to indemnify, defend and hold harmless Buyer Purchaser and its Affiliates (including, including MONY from and after the Closing, the Insurance Companies), ) and its and their respective directors, officers, employees, agents, representatives, successors and assignsassigns (collectively, without duplication (the “Buyer Purchaser Indemnified Parties,” and individually a “Buyer Indemnified Party”), ) from and against all liabilities includingLosses asserted against, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Buyer Losses,” and individually a “Buyer Loss”) imposed upon or incurred or suffered by any of the Buyer Purchaser Indemnified PartiesParty, directly or indirectly, by reason of or arising out of or in connection with relating to: (i) any breach of any of or inaccuracy in the representations and warranties of made by Parent or Seller contained in this Agreement or in any certificate or (other document delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained thereinthan Section 3.19), ; (ii) any breach breach, nonfulfillment or default in the performance of any of the covenants and agreements of Parent or Seller contained in this Agreement, and ; (iii) any Actions set forth on Schedule 10.2; providedExcluded Liability; (iv) any indemnification provided by MONY to shareholders or senior management of the following Subsidiaries of Excluded Subsidiaries: MONY International Life Insurance Co. Seguros de Vida S.A., however, MONY Financial Resources of the Americas Limited and MONY Consultoria e Corretagem de Seguros Ltd; (v) changes to Non-Guaranteed Elements (as defined in the MLOA Reinsurance Agreement) that the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(i) for breach of representations and warranties are made by MLOA on or after the Effective Time under the MLOA Reinsurance Agreement without Purchaser’s prior written consent or any failure of MLOA to implement Purchaser’s recommendations with respect to Non-Guaranteed Elements that satisfy the requirements of Section 2.4 of the MLOA Reinsurance Agreement; or (vi) any breach by any Affiliate of Seller in Article 3 only when the amount and Parent of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject to the other provisions of this any Distribution Agreement, in excess or by MLOA of the Deductible Amount. Notwithstanding anything else contained herein Administrative Services Agreement, any action taken by such entities or by Parent, Seller or any of their respective Affiliates with respect to any Distributor or the contraryfailure of any such entities or of Parent, the maximum amount for which Seller shall or any of their respective Affiliates to take any action required to be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal taken by it with respect to 30% of the Purchase Price (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the CapDistributor. (b) Subject to the expiration of the representations Article IX and warranties of the parties as provided in and the limitations set forth in to this Article 10X, Buyer Purchaser agrees to indemnify, defend and hold harmless Seller and its Affiliates and its and their respective directors, officers, employees, agents, representatives, successors and assigns (collectively, the “Seller Indemnified Parties,” and individually a “Seller Indemnified Party; and together with the Buyer Indemnified Parties, the “Indemnified Parties,” and individually an “Indemnified Party”) from and against all liabilities includingLosses asserted against, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Seller Losses,” and together with Buyer Losses, “Losses,” and individually a “Loss”), imposed upon or incurred or suffered by any of the Seller Indemnified PartiesParty, directly or indirectly, by reason of or arising out of or in connection with relating to: (i) any breach of any of or inaccuracy in the representations and warranties of Buyer contained made by Purchaser in this Agreement or in any certificate or other documents delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein), and Agreement; or (ii) any breach breach, nonfulfillment or default in the performance of any of the covenants and agreements of Buyer Purchaser contained in this Agreement; provided, however, that Seller Indemnified Parties shall be entitled to indemnification under Section 10.2(b)(i) for breach of representations and warranties made by Buyer in Article 4 hereof only when the aggregate amount of all Seller Losses arising therefrom exceeds the Deductible Amount, in which case Seller Indemnified Parties shall be entitled to indemnification for all Seller Losses, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Buyer shall be liable for Seller Losses under Section 10.2(b)(i) shall not exceed, in the aggregate, an amount equal to the Cap; provided, however, the Deductible Amount and the Cap shall not apply to limit any Seller Losses resulting from a breach or inaccuracy of the representations or warranties of Buyer in Section 4.4 (Financing; Buyer’s Ability to Consummate Transaction). For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(b) shall be interpreted to impose liability on Buyer for breaches of the representations and warranties of Buyer under Article 4 in an aggregate amount greater than the Cap. (c) Required payments by any Indemnifying Party pursuant to Section 10.2(a) or 10.2(b) shall be limited to the amount of any Loss that remains after deducting therefrom (i) any insurance proceeds actually recovered by any Indemnified Party and (ii) any indemnity, contribution or other similar payment actually recovered by any Indemnified Party from any third party (including, without limitation, reinsurance recoverables), in each case with respect to such Loss. The Indemnified Party shall use commercially reasonable efforts to collect all such insurance proceeds, reinsurance recoverables and indemnity, contribution and other similar payments.

Obligation to Indemnify. (a) Subject to the expiration provisions of this Section IV.G, Company will indemnify and hold Purchaser, its Affiliates, and each of his agents and attorneys, and any person who controls Purchaser within the meaning of Section 15 of the representations and warranties Act or Section 20 of the parties as provided in and the limitations set forth in this Article 10Exchange Act (collectively, Seller agrees to indemnify, defend and hold harmless Buyer and its Affiliates (including, after the Closing, the Insurance Companies), and their respective directors, officers, employees, agents, representatives, successors and assigns, without duplication (the “Buyer Indemnified Purchaser Parties,” and individually each a “Buyer Indemnified Purchaser Party”), harmless from any and against all liabilities includinglosses, without limitationliabilities, all costsobligations, claims, contingencies, damages, reasonable costs and expenses, finesincluding all judgments, ordersamounts paid in settlements, penalties court costs and reasonable outside attorneys’ ' fees and disbursements costs of investigation (collectively, “Buyer Losses,” and individually a “Buyer Loss”) incurred that any Purchaser Party may suffer or suffered by any of the Buyer Indemnified Parties, directly or indirectly, by reason incur as a result of or arising out of or in connection with relating to (ia) any breach of any of the representations and warranties of Seller contained representations, warranties, covenants or agreements made by Company in this Agreement or in any certificate or the other document delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein)Transaction Documents, (iib) any breach action instituted against any Purchaser Party, or any of them or their respective Affiliates, by any stockholder of Company who is not an Affiliate of a Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents, unless such action is based upon a breach of Purchaser's representations, warranties or covenants and under the Transaction Documents or any agreements or understandings Purchaser may have with any such stockholder or any violations by Purchaser of Seller state or federal securities laws or any conduct by Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance, (c) any untrue statement or alleged untrue statement of a material fact contained in this Agreementa Registration Statement, and (iii) any Actions set forth on Schedule 10.2; provided, however, that the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(i) for breach of representations and warranties made by Seller or in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject to the other provisions of this Agreement, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the Cap. (b) Subject to the expiration of the representations and warranties of the parties a Registration Statement as provided in and the limitations set forth in this Article 10, Buyer agrees to indemnify, defend and hold harmless Seller and its Affiliates and their respective directors, officers, employees, agents, representatives, successors and assigns (the “Seller Indemnified Parties,” and individually a “Seller Indemnified Party; and together with the Buyer Indemnified Parties, the “Indemnified Parties,” and individually an “Indemnified Party”) from and against all liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Seller Losses,” and together with Buyer Losses, “Losses,” and individually a “Loss”), incurred or suffered amended by any of the Seller Indemnified Partiespost-effective amendment thereof by Company, directly or indirectly, by reason of or arising out of or in connection with based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (id) any breach untrue statement or alleged untrue statement of a material fact included in any Prospectus, or any amendments or supplements to any Prospectus, in any free writing prospectus, in any “issuer information” as defined in Rule 433 under the Act, of the representations and warranties of Buyer contained in this Agreement Company, or in any certificate Prospectus together with any combination of one or other documents delivered pursuant hereto more of the free writing prospectuses, if any, or arising out of or based upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein), and (iie) any breach Purchaser Party becoming involved in any capacity in any proceeding by or against any Person who is a stockholder of Company, except as a result of sales, pledges, margin sales and similar transactions by Purchaser to or with any current stockholder, solely as a result of Purchaser's acquisition of the covenants and agreements of Buyer contained in Securities under this Agreement; provided, however, that Seller Indemnified Parties shall be entitled to indemnification under Section 10.2(b)(i) for breach of representations and warranties made by Buyer in Article 4 hereof only when the aggregate amount of all Seller Losses arising therefrom exceeds the Deductible Amount, in which case Seller Indemnified Parties shall be entitled to indemnification for all Seller Losses, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Buyer shall be liable for Seller Losses under Section 10.2(b)(i) Company shall not exceed, in the aggregate, an amount equal be obligated to the Cap; provided, however, the Deductible Amount and the Cap shall not apply indemnify any Purchaser Party for any Losses finally adjudicated to limit any Seller Losses resulting from be caused solely by a breach or inaccuracy false statement of the representations or warranties of Buyer in Section 4.4 (Financing; Buyer’s Ability to Consummate Transaction). For material fact contained within written information provided by such Purchaser Party expressly for the purpose of clarity, subject to including it in the immediately preceding sentence, nothing in this Section 10.2(b) shall be interpreted to impose liability on Buyer for breaches of the representations and warranties of Buyer under Article 4 in an aggregate amount greater than the Capapplicable Registration Statement. (c) Required payments by any Indemnifying Party pursuant to Section 10.2(a) or 10.2(b) shall be limited to the amount of any Loss that remains after deducting therefrom (i) any insurance proceeds actually recovered by any Indemnified Party and (ii) any indemnity, contribution or other similar payment actually recovered by any Indemnified Party from any third party (including, without limitation, reinsurance recoverables), in each case with respect to such Loss. The Indemnified Party shall use commercially reasonable efforts to collect all such insurance proceeds, reinsurance recoverables and indemnity, contribution and other similar payments.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10, Each Seller agrees to shall indemnify, defend and hold harmless Buyer and its Affiliates (including, after the Closing, the Insurance Companies), and their respective directors, officers, employees, agents, representatives, successors and assigns, without duplication (the “Buyer Purchaser Indemnified Parties,” and individually a “Buyer Indemnified Party”), Persons from and against and in respect of all liabilities includingPurchaser Losses incurred by the Company, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Buyer Losses,” and individually a “Buyer Loss”) incurred its Subsidiaries or suffered by any of the Buyer Purchaser Indemnified PartiesPersons that arise out of: (i) Any undisclosed liability (whether actual or contingent) of its Subsidiaries or arising out of or related to the holding or the purchase of shares by the Company in its Subsidiaries, including but not limited to any liability of the Company or its Subsidiaries arising out of the Musiwave Asia Agreements; (ii) Any liability of the Company, the Purchaser or any of their Affiliates relating to infringement or relating to the obligation to make payment for the use of any intellectual property rights arising out of the use or distribution by the Company or its Subsidiaries, directly or indirectly, by reason through licenses, sublicenses and others, of or arising out content including without limitation, ringtones, ringback tones, full-length music, videos, titles, name of or performers and authors, disc covers, pictures and images, in connection with (i) the entire world; notwithstanding any breach of any of the representations and warranties of Seller contained in disclosure made pursuant to this Agreement or including without limitation the disclosures made pursuant to Section 3.23 and subject to the right to offset reserves provided for in any certificate or other document delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained thereinSection 8.4(b), (ii) any breach of any of the covenants and agreements of Seller contained in this Agreement, and ; (iii) any Actions set forth on Schedule 10.2; provided, however, that Any and all costs incurred by the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(i) for breach of representations and warranties made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject to the other provisions of this Agreement, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contraryCompany, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% Purchaser or any of the Purchase Price (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or their Affiliates arising out of the Actions listed on Schedule 10.2. For the purpose transfer of clarity, subject intellectual property rights from Xxxxxx Xxxxxxx to the immediately preceding sentenceCompany; (iv) Any liability of the Company, nothing in this Section 10.2(athe Purchaser or any of their Affiliates relating to the settlement and release of any claim against the Company of any Person that has made an offer for the acquisition of the shares of the Company or the acquisition or the lease of substantially all of the Assets of the Company, provided, however that the fifty thousand euros (€50,000) already paid by the Company to such bidder shall be interpreted to impose excluded from such indemnification obligation; (v) Any liability on Seller for breaches of the representations and warranties Company, the Purchaser or any of Seller under Article 3 their Affiliates relating to the shareholders’ agreement relating to the Shares in an aggregate amount greater than the Cap.Company; and (bvi) Subject Any liability of the Company, the Purchaser or any of their Affiliates relating to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10, Buyer agrees to indemnify, defend and hold harmless Seller and its Affiliates and their respective directors, officers, employees, agents, representatives, successors and assigns (the “Seller Indemnified Parties,” and individually a “Seller Indemnified Party; and together with the Buyer Indemnified Parties, the “Indemnified Parties,” and individually an “Indemnified Party”) from and against all liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Seller Losses,” and together with Buyer Losses, “Losses,” and individually a “Loss”), incurred or suffered by any of the Seller Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with (i) any breach of any of the representations and warranties of Buyer contained in this Agreement or in any certificate or other documents delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein), and (ii) any breach of any of the covenants and agreements of Buyer contained in this Agreement; provided, however, that Seller Indemnified Parties shall be entitled to indemnification under Section 10.2(b)(i) for breach of representations and warranties claims made by Buyer in Article 4 hereof only when Xxxxxxxx against the aggregate amount of all Seller Losses arising therefrom exceeds the Deductible Amount, in which case Seller Indemnified Parties shall be entitled to indemnification for all Seller Losses, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Buyer shall be liable for Seller Losses under Section 10.2(b)(i) shall not exceed, in the aggregate, an amount equal to the Cap; provided, however, the Deductible Amount and the Cap shall not apply to limit any Seller Losses resulting from a breach or inaccuracy of the representations or warranties of Buyer in Section 4.4 (Financing; Buyer’s Ability to Consummate Transaction). For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(b) shall be interpreted to impose liability on Buyer for breaches of the representations and warranties of Buyer under Article 4 in an aggregate amount greater than the CapCompany. (c) Required payments by any Indemnifying Party pursuant to Section 10.2(a) or 10.2(b) shall be limited to the amount of any Loss that remains after deducting therefrom (i) any insurance proceeds actually recovered by any Indemnified Party and (ii) any indemnity, contribution or other similar payment actually recovered by any Indemnified Party from any third party (including, without limitation, reinsurance recoverables), in each case with respect to such Loss. The Indemnified Party shall use commercially reasonable efforts to collect all such insurance proceeds, reinsurance recoverables and indemnity, contribution and other similar payments.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10, Seller Company hereby agrees to indemnifyindemnify ------------------------- Indemnitee for, and release, defend and hold Indemnitee harmless Buyer and its Affiliates (including, after the Closing, the Insurance Companies), and their respective directors, officers, employees, agents, representatives, successors and assigns, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), from and against any and all claims, losses, costs, liabilities and other damages of whatever nature, kind or character, including but not limited to, liabilities that would not have been incurred had Indemnitee not entered into the Employment Agreement, or served as an employee, officer and/or director of the Company, judgements, demands, assessments, interest, liabilities under the Employee Retirement Income Security Act of 1974, as amended (including excise taxes or penalties, plan termination, withdrawal and funding liabilities), the value of time of Indemnitee at the rate of $5,000 a day (or portion thereof), environmental liabilities, any obligations of the Company for which Indemnitee is, or is asserted to be, personally liable therefor, liabilities for the Company's employment taxes and any and all other taxes, penalties, excise and similar taxes, impositions, fines, settlements, and reasonable expenses, including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ attorney fees and disbursements Proceedings (collectively, “Buyer Losses,” and individually a “Buyer Loss”as defined below) incurred or suffered by in any of the Buyer Indemnified Parties, directly or indirectly, by reason of way related to or arising out of or in connection with (ia) any breach of any Indemnitee being (and/or having been) an employee, officer and/or director of the representations and warranties of Seller contained in this Agreement Company or a trustee or a fiduciary to any benefit plan, including without limitation, any act, omission or other matter in any certificate or other document delivered pursuant hereto (without regard to any Knowledgeway connected therewith, materiality or Material Adverse Effect qualifications contained therein), (ii) any breach of any of the covenants and agreements of Seller contained in this Agreement, and (iii) any Actions set forth on Schedule 10.2; provided, however, that the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(i) for breach of representations and warranties made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject to the other provisions of this Agreement, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the Cap. and/or (b) Subject to Indemnitee serving (and/or having served) the expiration of Company in any other capacity contemplated by the representations and warranties of the parties as provided in and the limitations set forth in this Article 10Employment Agreement, Buyer agrees to indemnify, defend and hold harmless Seller and its Affiliates and their respective directors, officers, employees, agents, representatives, successors and assigns (the “Seller Indemnified Parties,” and individually a “Seller Indemnified Party; and together with the Buyer Indemnified Parties, the “Indemnified Parties,” and individually an “Indemnified Party”) from and against all liabilities including, without limitation, all costsany act, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements omission or other matter in any way connected therewith (collectively, “Seller Losses,” the "Damages"). Company acknowledges and together with Buyer Losses, “Losses,” agrees that the foregoing terms of this section and individually a “Loss”), incurred or suffered by any the terms of the Seller Indemnified Partiesother sections of this Agreement are intended to apply REGARDLESS OF THE TIMING, directly GROUNDS OR NATURE OF ANY PROCEEDINGS OR DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES BASED ON INDEMNITEE'S NEGLIGENCE, CONTRACT, STATUTE, INTENTIONAL TORT, STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT INDEMNITEE WAS ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES, except only to the extent that the Damages are finally adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to have been caused by the gross negligence or indirectly, by reason willful misconduct of or arising out of or in connection Indemnitee (and any actions taken with (i) any breach of any the approval of the representations Bankruptcy Court will conclusively be deemed not to constitute gross negligence or willful misconduct). The obligations of Company hereunder shall be applicable to all Proceedings (as defined below) and warranties of Buyer contained Damages as set forth in this Agreement regardless of when Proceedings or Damages occurred or accrued or such Proceedings are commenced or threatened, or whether actions or omissions or other events on which they are based, allegedly took place or failed to occur, before or after the effective date of this Agreement or the commencement or termination of Indemnitee's service as an employee, officer, director or in any certificate or other documents delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein), and (ii) any breach of any of capacity for the covenants and agreements of Buyer contained in this Agreement; provided, however, that Seller Indemnified Parties shall be entitled to indemnification under Section 10.2(b)(i) for breach of representations and warranties made by Buyer in Article 4 hereof only when the aggregate amount of all Seller Losses arising therefrom exceeds the Deductible Amount, in which case Seller Indemnified Parties shall be entitled to indemnification for all Seller Losses, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Buyer shall be liable for Seller Losses under Section 10.2(b)(i) shall not exceed, Company as contemplated in the aggregate, an amount equal to the Cap; provided, however, the Deductible Amount and the Cap shall not apply to limit any Seller Losses resulting from a breach or inaccuracy of the representations or warranties of Buyer in Section 4.4 (Financing; Buyer’s Ability to Consummate Transaction). For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(b) shall be interpreted to impose liability on Buyer for breaches of the representations and warranties of Buyer under Article 4 in an aggregate amount greater than the CapEmployment Agreement. (c) Required payments by any Indemnifying Party pursuant to Section 10.2(a) or 10.2(b) shall be limited to the amount of any Loss that remains after deducting therefrom (i) any insurance proceeds actually recovered by any Indemnified Party and (ii) any indemnity, contribution or other similar payment actually recovered by any Indemnified Party from any third party (including, without limitation, reinsurance recoverables), in each case with respect to such Loss. The Indemnified Party shall use commercially reasonable efforts to collect all such insurance proceeds, reinsurance recoverables and indemnity, contribution and other similar payments.

Obligation to Indemnify. (ai) Subject to the expiration of the representations Seller shall be liable for, and warranties of the parties as provided in and the limitations set forth in this Article 10, Seller agrees to indemnify, defend shall indemnify and hold harmless Buyer and its Affiliates each Affiliate of Buyer (including, after the Closing, the Insurance Companies)Subsidiary and each subsidiary of the Subsidiary) (collectively, and their respective directors, officers, employees, agents, representatives, successors and assigns, without duplication (the “"Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), Group") harmless from and against (A) all liability for any federal, state or local income or non-income tax liability (a "Tax") of the Subsidiary or any subsidiary of the Subsidiary for taxable years or portions thereof ending on or prior to the Effective Time (as defined in Section 6(a)(vii) hereof), (B) all liability (as a result of Treasury Regulation Section 1.1502-6(a) or any comparable provision of state or local tax law or otherwise) for Taxes of any person which is or has ever been affiliated with the Subsidiary or any subsidiary of the Subsidiary or with which the Subsidiary or any subsidiary of the Subsidiary otherwise joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined, unitary or aggregate return, prior to the Effective Time and (C) all liability for Taxes of Seller or Subsidiary or any subsidiary of the Subsidiary arising as a result of the granting of the Option, the receipt of the Initial Payment or the SSSI Merger, in each case on an after-Tax basis. TCI shall be jointly and severally liable for all obligations and liabilities includingassumed by Seller pursuant to this Section 12 to the extent (and only to the extent) that such obligations and liabilities are attributable to periods in which Seller is a member of the affiliated group (within the meaning of Section 1504(a) of the Internal Revenue Code of 1986, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements as amended (collectively, “Buyer Losses,” and individually a “Buyer Loss”the "Code")) incurred or suffered by of which TCI is the parent. (ii) All Taxes of any member of the Buyer Indemnified PartiesGroup for which Seller is not required to indemnify the Buyer Group pursuant to Section 12(a)(i) shall be the obligation of Buyer, directly or indirectlyand Buyer shall be liable for, by reason of or arising out of or in connection with (i) any breach of any and shall indemnify and hold the members of the representations Seller Group harmless from and warranties of Seller contained in this Agreement or in any certificate or other document delivered pursuant hereto (without regard to any Knowledgeagainst, materiality or Material Adverse Effect qualifications contained therein), (ii) any breach of any of the covenants and agreements of Seller contained in this Agreement, and all such liabilities on an after-Tax basis. (iii) any Actions set forth on Schedule 10.2; provided, however, that the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(i) for breach of representations and warranties made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject to the other provisions For purposes of this Agreement, in excess each Tax liability for a taxable year that includes, but does not end on, the date of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price SSSI Merger (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(aa "Straddle Period") shall be interpreted to impose liability allocated (on Seller for breaches an interim "closing of the representations and warranties of Seller under Article 3 in an aggregate amount greater than books" basis) between the Cap. (b) Subject to period ending on the expiration date of the representations SSSI Merger and warranties the period beginning the day after the date of the parties SSSI Merger by allocating Tax liability as provided in and the limitations set forth in this Article 10, Buyer agrees to indemnify, defend and hold harmless Seller and its Affiliates and their respective directors, officers, employees, agents, representatives, successors and assigns (the “Seller Indemnified Parties,” and individually if each such period were a “Seller Indemnified Party; and together with the Buyer Indemnified Parties, the “Indemnified Parties,” and individually an “Indemnified Party”) from and against all liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Seller Losses,” and together with Buyer Losses, “Losses,” and individually a “Loss”), incurred or suffered by any of the Seller Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with (i) any breach of any of the representations and warranties of Buyer contained in this Agreement or in any certificate or other documents delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein), and (ii) any breach of any of the covenants and agreements of Buyer contained in this Agreement; provided, however, that Seller Indemnified Parties shall be entitled to indemnification under Section 10.2(b)(i) for breach of representations and warranties made by Buyer in Article 4 hereof only when the aggregate amount of all Seller Losses arising therefrom exceeds the Deductible Amount, in which case Seller Indemnified Parties shall be entitled to indemnification for all Seller Losses, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Buyer shall be liable for Seller Losses under Section 10.2(b)(i) shall not exceed, in the aggregate, an amount equal to the Cap; provided, however, the Deductible Amount and the Cap shall not apply to limit any Seller Losses resulting from a breach or inaccuracy of the representations or warranties of Buyer in Section 4.4 (Financing; Buyer’s Ability to Consummate Transaction). For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(b) shall be interpreted to impose liability on Buyer for breaches of the representations and warranties of Buyer under Article 4 in an aggregate amount greater than the Captaxable year. (c) Required payments by any Indemnifying Party pursuant to Section 10.2(a) or 10.2(b) shall be limited to the amount of any Loss that remains after deducting therefrom (i) any insurance proceeds actually recovered by any Indemnified Party and (ii) any indemnity, contribution or other similar payment actually recovered by any Indemnified Party from any third party (including, without limitation, reinsurance recoverables), in each case with respect to such Loss. The Indemnified Party shall use commercially reasonable efforts to collect all such insurance proceeds, reinsurance recoverables and indemnity, contribution and other similar payments.

Obligation to Indemnify. (a) Subject to the expiration of the representations limitations on survivability set forth in Article 8 and warranties of the parties as provided in and to the limitations set forth in this Article 109, Seller agrees to indemnify, defend and hold harmless Buyer Purchaser and its Affiliates (including, after the Closing, the Insurance Companies), and their respective directors, officers, employees, agents, representativesrepresentatives and Affiliates (collectively, successors and assigns, without duplication (the “Buyer Purchaser Indemnified Parties,” and individually a “Buyer Indemnified Party”), ) from and against all liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements Losses (collectively, “Buyer Losses,” and individually a “Buyer Loss”as hereinafter defined) imposed upon or incurred or suffered by any of the Buyer Purchaser Indemnified PartiesParty arising, directly or indirectly, by reason of or arising out of in whole or in connection with part, from: (i) any breach of any of or inaccuracy in the representations and warranties of made by Seller contained in this Agreement Article 3 or in Article 5 hereof, unless Purchaser knew or had reason to know of any certificate breach or other document delivered pursuant hereto (without regard inaccuracy prior to any Knowledge, materiality or Material Adverse Effect qualifications contained therein), Closing; and (ii) any breach breach, non-fulfillment or default in the performance of any of the covenants and agreements of Seller contained in this Agreement, and (iii) any Actions set forth on Schedule 10.2; provided, however, that the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(i) for breach of representations and warranties made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject to the other provisions of this Agreement, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% of the Stock Purchase Price (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the Cap.Agreement Family Life Insurance Company (b) Subject to the expiration of the representations limitations on survivability set forth in Article 8 and warranties of the parties as provided in and to the limitations set forth in this Article 109, Buyer Purchaser agrees to indemnify, defend and hold harmless Seller and its Affiliates and their respective directors, officers, employees, agents, representativesrepresentatives and Affiliates (collectively, successors and assigns (the “Seller Indemnified Parties,” and individually a “Seller Indemnified Party; and together with the Buyer Indemnified Parties, the “Indemnified Parties,” and individually an “Indemnified Party”) from and against all liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Seller Losses,” and together with Buyer Losses, “Losses,” and individually a “Loss”), Losses imposed upon or incurred or suffered by any of the Seller Indemnified PartiesParty arising, directly or indirectly, by reason of or arising out of in whole or in connection with part, from: (i) any breach of any of or inaccuracy in the representations and warranties of Buyer made by Purchaser contained in this Agreement Article 4 hereof, unless Seller knew or in had reason to know of any certificate breach or other documents delivered pursuant hereto (without regard inaccuracy prior to any Knowledge, materiality or Material Adverse Effect qualifications contained therein), and Closing; (ii) any breach breach, non-fulfillment or default in the performance of any of the covenants and agreements of Buyer Purchaser contained in this Agreement; provided, however, that Seller Indemnified Parties shall be entitled to indemnification under Section 10.2(b)(i) for breach of representations and warranties made by Buyer in Article 4 hereof only when the aggregate amount of all Seller Losses arising therefrom exceeds the Deductible Amount, in which case Seller Indemnified Parties shall be entitled to indemnification for all Seller Losses, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Buyer shall be liable for Seller Losses under Section 10.2(b)(i) shall not exceed, in the aggregate, an amount equal to the Cap; provided, however, the Deductible Amount and the Cap shall not apply to limit any Seller Losses resulting from a breach or inaccuracy of the representations or warranties of Buyer in Section 4.4 (Financing; Buyer’s Ability to Consummate Transaction). For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(b) shall be interpreted to impose liability on Buyer for breaches of the representations and warranties of Buyer under Article 4 in an aggregate amount greater than the Cap. (c) Required payments by any Indemnifying Party pursuant to Section 10.2(a) or 10.2(b) shall be limited to the amount of any Loss that remains after deducting therefrom (i) any insurance proceeds actually recovered by any Indemnified Party and (iiiii) any indemnity, contribution or other similar payment actually recovered by any Indemnified Party from any third party (including, without limitation, reinsurance recoverables), in each case with respect to such Loss. The Indemnified Party shall use commercially reasonable efforts to collect all such insurance proceeds, reinsurance recoverables and indemnity, contribution and other similar paymentsExcluded Taxes.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10XI, Seller MONY agrees to indemnify, defend and hold harmless Buyer and its Affiliates the AEGON Controlled Group (including, after the Closing, the Insurance Companies), and their respective directors, officers, employees, agents, representativesAffiliates, successors and permitted assigns, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), ) from and against all liabilities includingLosses (as hereinafter defined), without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Buyer Losses,” and individually a “Buyer Loss”) incurred or suffered by any of the Buyer Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with based upon: (i) any breach claims, actions or proceedings relating to the Assigned and Assumed Contracts which arise out of any of events occurring on or prior to the representations and warranties of Seller contained in this Agreement or in any certificate or other document delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein)Closing Date, (ii) any breach of or inaccuracy in the representations and warranties without giving effect to (a) any knowledge or materiality qualification therein or (b) any exceptions to such representations and warranties or other disclosures set forth on the schedules thereto or otherwise disclosed to the AEGON Controlled Group as contemplated by this Agreement, (iii) any breach, nonfulfillment or default in the performance of any of the covenants and agreements agreements, of Seller the Selling Parties contained in this Agreement, and or in any certificate or document delivered by the Selling Parties (iiior either of them) pursuant to any Actions set forth on Schedule 10.2; providedof the provisions of, howeveror in connection with, that the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(i) for breach of representations and warranties made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject to the other provisions of this Agreement, in excess (iv) any Tax liability of MONY or its Affiliates (including any related interest or penalties) assessed against any member of the Deductible Amount. Notwithstanding anything else contained herein AEGON Controlled Group which relates to Taxes arising out of or related to the contraryBusiness for any taxable period ending on or prior to the Closing Date or which is incurred as a result of events which occur on the Closing Date, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i(v) shall not exceed, in the aggregate, an amount equal any Excluded Liabilities and any claim of any Person other than AEGON or its Affiliates with respect to 30% of the Purchase Price (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of any Excluded Liability, (vi) any liability assessed against any member of the Actions listed on Schedule 10.2. For the purpose AEGON Controlled Group arising out of clarityor relating to any Plan, subject (vii) any failure by 140 MONY to comply with any "bulk sales" laws applicable to the immediately preceding sentencetransactions contemplated hereby and (viii) any fees or commissions incurred by MONY in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing the indemnification by MONY herein with respect to any breach or inaccuracy of any of its representations and warranties set forth in this Section 10.2(a3.27(b)(iii) and Section 3.27(d)(i) shall continue to be limited to the knowledge qualification contained therein and, in addition, the indemnifications by MONY herein with respect to any breach or inaccuracy of any of MONY's representations and warranties with respect to environmental matters set forth in Section 3.04(a) shall be interpreted limited to impose liability on Seller for breaches those arising from the use and occupancy by MONY of the representations Leased Real Property. As used in this Article XI, Loss and/or Losses shall mean claims, losses, liabilities, damages, deficiencies, costs or expenses (including, without limitation, as to losses incurred on or prior to the second anniversary of the Closing Date, interest at the Base Rate announced from time to time by Citibank, N.A, New York, New York, as its Base Rate from the date any such Loss is suffered until such obligation to indemnify is actually paid, penalties and warranties of Seller under Article 3 in an aggregate amount greater than the Capreasonable attorneys' fees and disbursements). (b) Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10XI, Buyer AEGON agrees to indemnify, defend and hold harmless Seller MONY (and its Affiliates and their respective directors, officers, employees, agents, representativesAffiliates, successors and assigns (the “Seller Indemnified Parties,” and individually a “Seller Indemnified Party; and together with the Buyer Indemnified Parties, the “Indemnified Parties,” and individually an “Indemnified Party”permitted assigns) from and against all liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Seller Losses,” and together with Buyer Losses, “Losses,” and individually a “Loss”), incurred or suffered by any of the Seller Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with based upon: (i) any breach of any of or inaccuracy in the representations and warranties of Buyer contained in this Agreement or in any certificate or other documents delivered pursuant hereto (without regard giving effect to any Knowledgeknowledge or materiality qualification therein or any exceptions to such representations and warranties set forth on the schedules thereto, materiality or Material Adverse Effect qualifications contained therein)any breach, and (ii) any breach nonfulfillment or default in the performance of any of the covenants and agreements agreements, of Buyer 141 either of the Acquiring Parties contained in this Agreement; provided, however, that Seller Indemnified or in any certificate or document delivered by the Acquiring Parties shall be entitled (or any of them) pursuant to indemnification under Section 10.2(b)(i) for breach of representations and warranties made by Buyer in Article 4 hereof only when the aggregate amount of all Seller Losses arising therefrom exceeds the Deductible Amount, in which case Seller Indemnified Parties shall be entitled to indemnification for all Seller Losses, in excess any of the Deductible Amount. Notwithstanding anything else contained herein to the contraryprovisions of, the maximum amount for which Buyer shall be liable for Seller Losses under Section 10.2(b)(i) shall not exceedor in connection with, in the aggregatethis Agreement, an amount equal to the Cap; provided, however, the Deductible Amount and the Cap shall not apply to limit any Seller Losses resulting from a breach or inaccuracy of the representations or warranties of Buyer in Section 4.4 (Financing; Buyer’s Ability to Consummate Transaction). For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(b) shall be interpreted to impose liability on Buyer for breaches of the representations and warranties of Buyer under Article 4 in an aggregate amount greater than the Cap. (c) Required payments by any Indemnifying Party pursuant to Section 10.2(a) or 10.2(b) shall be limited to the amount of any Loss that remains after deducting therefrom (i) any insurance proceeds actually recovered by any Indemnified Party and (ii) any indemnityTax liability (including any related interest or penalties) which relates to Taxes arising out of or relating to the Business or any Transferred Asset for any taxable period ending after the Closing Date, contribution (iii) any claims, actions or proceedings relating to the Assigned and Assumed Contracts which arise out of events occurring after the Closing Date, (iv) the Assumed Liabilities and any claim of any Person other similar payment actually recovered by any Indemnified Party from any third party (including, without limitation, reinsurance recoverables), in each case than MONY or its Affiliates with respect to such Loss. The Indemnified or arising out of any Assumed Liability, (v) any fees or commissions incurred by either Acquiring Party shall use commercially reasonable efforts in connection with the transactions contemplated by this Agreement or (vi) any actions taken by Parent or AUSA Life after the Closing Date with respect to collect all such insurance proceeds, reinsurance recoverables and indemnity, contribution and other similar paymentsthe Continuing Employees.

Obligation to Indemnify. (a) Subject to the expiration terms and conditions of the representations and warranties of the parties as provided in and the limitations set forth in this Article 109, Parent and Seller agrees to indemnifyshall indemnify Purchaser, defend and hold harmless Buyer and its Affiliates (including, after the Closing, the Insurance Companies), and each of their respective directors, officers, employees, agentsstockholders and partners (each a “Purchaser Indemnitee” and, representativescollectively the “Purchaser Indemnitees”) in respect of, successors and assignssave and hold each Purchaser Indemnitee harmless against any Losses such Purchaser Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), from and against all liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Buyer Losses,” and individually a “Buyer Loss”) incurred or suffered by any of the Buyer Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with duplication: (i) any the breach or inaccuracy of any representation or warranty of the representations and warranties of Parent or Seller contained in this Agreement or in any certificate or other document delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein), Transaction Document; (ii) any a breach of or failure to duly and timely perform any covenant or agreement of the covenants and agreements of Parent or Seller contained in made pursuant to this Agreement, and Agreement or any other Transaction Document; (iii) any Actions set forth on Schedule 10.2Excluded Liability; (iv) any claim, demand, action or proceeding brought by any Person against any Purchaser Indemnitee after Closing asserting any Liability arising from Parent’s or Seller’s failure or delay in paying Taxes due prior to Closing or due after Closing (except income Taxes) with respect to any period or portion of a period prior to Closing; or (v) any claim by creditors of Parent or Seller arising out of or based upon the failure of Parent or Seller to satisfy its creditors or to comply with Bulk Sales Laws in connection with the transactions contemplated hereby except to the extent that such claim is a liability or obligation expressly assumed by Purchaser as an Assumed Liability; provided, however, that (1) Parent and Seller shall not be required to indemnify Purchaser Indemnitees in respect of any Losses any Purchaser Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of any of the Buyer Indemnified Parties shall occurrences referred to in Section 9.2(a)(i) above unless and until the aggregate of all such Losses exceeds $100,000 (the “Indemnification Threshold”), at which point Seller will be entitled obligated to indemnification under Section 10.2(a)(iindemnify the applicable Purchaser Indemnitee(s) for breach all such Losses, from and including the first Dollar thereof and (2) in no event shall Parent or Seller be obligated to indemnify Purchaser Indemnitees in respect of representations and warranties made any Losses any Purchaser Indemnitee suffers, sustains, or becomes subject to, as a result of or by Seller virtue of any of the occurrences referred to in Article 3 only when the amount Section 9.2(a)(i) in excess of all Buyer Losses arising therefrom exceeds$4,125,000, in the aggregate, $500,000 aggregate (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject to the other provisions of this Agreement, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price (the “Indemnification Cap”); provided, however. Notwithstanding any other provision of this Section 9.2(a), the Deductible Amount Indemnification Threshold and the Indemnification Cap shall not apply with respect to limit any Buyer Losses resulting from Loss any Purchaser Indemnitee suffers, sustains or arising out becomes subject to as a result of or by virtue of the Actions listed fraud or the willful misconduct on Schedule 10.2the part of Parent, Seller or their Affiliates. For Solely for the purpose of claritymeasuring Losses based upon the breach of any representation or warranty or for satisfying the Indemnification Threshold, subject to the immediately preceding sentenceextent that such representation or warranty is qualified by reference to “materiality” or Material Adverse Effect, nothing in this Section 10.2(a) such representation or warranty shall be interpreted deemed not to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the Capcontain such qualifier. (b) Subject to the expiration terms and conditions of the representations and warranties of the parties as provided in and the limitations set forth in this Article 109, Buyer agrees to indemnifyPurchaser shall indemnify Parent, defend Seller, and hold harmless Seller and its their Affiliates and each of their respective directors, officers, employees, agentsstockholders and partners (each a “Seller Indemnitee” and, representatives, successors and assigns (collectively the “Seller Indemnified Parties,” and individually a “Seller Indemnified Party; and together with the Buyer Indemnified Parties, the “Indemnified Parties,” and individually an “Indemnified PartyIndemnitees”) from in respect of, and save and hold each Seller Indemnitee harmless against all liabilities includingany Losses such Seller Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Seller Losses,” and together with Buyer Losses, “Losses,” and individually a “Loss”), incurred or suffered by any of the Seller Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with duplication: (i) any the breach or inaccuracy of any representation or warranty of the representations and warranties of Buyer Purchaser contained in this Agreement or in any certificate or other documents delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein), and Transaction Document; (ii) any a breach of or failure to duly and timely perform any covenant or agreement of the covenants and agreements of Buyer contained in Purchaser made pursuant to this AgreementAgreement or any other Transaction Document; or (iii) any Assumed Liability; provided, however, that (1) Purchaser shall not be required to indemnify Seller Indemnified Parties shall Indemnitees in respect of any Losses any Seller Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of any of the occurrences referred to in Section 9.2(b)(i) above unless and until the aggregate of all such Losses exceeds the Indemnification Threshold, at which point Purchaser will be entitled obligated to indemnification under Section 10.2(b)(iindemnify the applicable Seller Indemnitee(s) for breach of representations and warranties made by Buyer in Article 4 hereof only when the aggregate amount of all Seller Losses arising therefrom exceeds the Deductible Amount, in which case Seller Indemnified Parties shall be entitled to indemnification for all Seller such Losses, from and including the first Dollar thereof and (2) in no event shall Purchaser be obligated to indemnify Seller Indemnitees in respect of any Losses any Seller Indemnitee suffers, sustains, or becomes subject to, as a result of or by virtue of any of the occurrences referred to in Section 9.2(b)(i) in excess of the Deductible AmountIndemnification Cap. Notwithstanding anything else contained herein to the contraryany other provision of this Section 9.2(b), the maximum amount for which Buyer shall be liable for Seller Losses under Section 10.2(b)(i) shall not exceed, in the aggregate, an amount equal to the Cap; provided, however, the Deductible Amount Indemnification Threshold and the Indemnification Cap shall not apply with respect to limit any Loss any Seller Losses resulting from Indemnitee suffers, sustains or becomes subject to as a breach result of or inaccuracy by virtue the fraud or the willful misconduct on the part of the representations or warranties of Buyer in Section 4.4 (Financing; Buyer’s Ability to Consummate Transaction)Purchaser. For Solely for the purpose of claritymeasuring Losses based upon the breach of any representation or warranty or for satisfying the Indemnification Threshold, subject to the immediately preceding sentenceextent that such representation or warranty is qualified by reference to “materiality”, nothing in this Section 10.2(b) such representation or warranty shall be interpreted deemed not to impose liability on Buyer for breaches of the representations and warranties of Buyer under Article 4 in an aggregate amount greater than the Capcontain such qualifier. (c) Required payments The right to indemnification or other remedy based on representations, warranties, covenants, and obligations contained herein or in the other agreements or instruments delivered pursuant hereto will not be affected by any Indemnifying Party pursuant to Section 10.2(ainvestigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or 10.2(b) shall be limited to after the amount execution and delivery of any Loss that remains after deducting therefrom (i) any insurance proceeds actually recovered by any Indemnified Party and (ii) any indemnitythis Agreement or the Closing Date, contribution or other similar payment actually recovered by any Indemnified Party from any third party (including, without limitation, reinsurance recoverables), in each case with respect to the accuracy or inaccuracy of or compliance with, any such Lossrepresentation, warranty, covenant, or obligation, recognizing, in part, the negotiated and agreed allocation of risk, obligation and liability between the parties. The Indemnified Party shall use commercially reasonable efforts waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to collect all indemnification, for Losses attributable to any breach of such insurance proceedsrepresentation, reinsurance recoverables warranty, covenant or obligation, recognizing, in part, the negotiated and indemnityagreed allocation of risk, contribution obligation and other similar paymentsliability among the parties.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10XVI, Seller agrees to the Company shall, indemnify, defend and hold harmless Buyer the Reinsurer and its Affiliates (including, after the Closing, the Insurance Companies), and their respective directors, officers, employees, agents, representativesRepresentatives, successors and assignsassigns (collectively, without duplication (the “Buyer Reinsurer Indemnified Parties,” and individually a “Buyer Indemnified Party”), ) from and against all liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Buyer Losses,” and individually a “Buyer Loss”) Losses incurred or suffered by any of the Buyer Reinsurer Indemnified Parties, directly or indirectly, by reason of or Parties to the extent arising out of or in connection with from: (i) any inaccuracy in or breach of any of the representations and warranties made by the Company contained in Article XV of Seller this Agreement; or (ii) any breach or failure by the Company to perform any of its covenants or obligations contained in this Agreement or in any certificate or other document delivered pursuant hereto (without regard failure by Hopmeadow Acquisition, Inc. to have obtained the Reinsurer’s prior written consent to any Knowledgeamendments, materiality modifications, terminations, waivers or Material Adverse Effect qualifications contained therein), (ii) any breach of any of the covenants and agreements of Seller contained in this Agreement, and (iii) any Actions set forth on Schedule 10.2; provided, however, that the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(i) for breach of representations and warranties made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject other supplements to the other provisions of this Agreement, in excess of the Deductible Amount. Notwithstanding anything else contained herein Reinsured Business Fundamental Representations or Reinsured Business Pre-Closing Covenants to the contrary, extent required under the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the CapBinder. (b) Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10XVI, Buyer agrees to the Reinsurer shall indemnify, defend and hold harmless Seller the Company and its Affiliates and their respective directors, officers, employees, agents, representativesRepresentatives, successors and assigns (the “Seller Indemnified Parties,” and individually a “Seller Indemnified Party; and together with the Buyer Indemnified Partiescollectively, the “Company Indemnified Parties,” and individually an “Indemnified Party”) from and against all liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Seller Losses,” and together with Buyer Losses, “Losses,” and individually a “Loss”), Losses incurred or suffered by any of the Seller Company Indemnified Parties, directly or indirectly, by reason of or Parties to the extent arising out of or in connection with from: (i) any breach of any of or inaccuracy in the representations and warranties made by the Reinsurer in Article XV of Buyer this Agreement; or (a) any breach or failure by the Reinsurer to perform any of its covenants or obligations contained in this Agreement Agreement. (c) The parties shall not be required to indemnify, defend or hold harmless any Indemnified Party against any Losses pursuant to Section 16.2(a)(i) or Section 16.2(b)(i) (other than Losses to the extent arising as a result of the inaccuracy or breach of any representation or warranty made by the Company in any certificate or other documents delivered pursuant hereto (without regard Section 15.1(a) and made by the Reinsurer in Section 15.2(a), as to which the limitations in this sentence shall not apply) with respect to any Knowledgeclaim (or series of related claims arising from substantially the same underlying facts, materiality events or Material Adverse Effect qualifications contained thereincircumstances) (i) with respect to Losses pursuant to Section 16.2(a)(i), until the aggregate amount of the Buyer Indemnified Parties’ Losses (as such terms are defined in the Stock and Asset Purchase Agreement), which shall be deemed to include (A) all Reinsurer Indemnified Parties’ Losses under Section 16.02(a)(i) hereto, (B) all Buyer Indemnified Parties’ Losses under Section 13.01(a)(i) of the Stock and Asset Purchase Agreement and (C) all Reinsurer Indemnified Parties’ Losses (as such terms are defined in the HLIC Reinsurance Agreement) under Section 16.02(a)(i) of the HLIC Reinsurance Agreement, exceeds $41,250,000, after which the Company shall, subject to the immediately succeeding sentence and unless not required under Section 16.2(d) hereof, be obligated to indemnify and hold harmless such Indemnified Parties against all Reinsurer Indemnified Parties’ Losses that in the aggregate are in excess of the $41,250,000 in Buyer Indemnified Parties’ Losses referred to above, and (ii) any breach with respect to Losses pursuant to Section 16.2(b)(i), until the aggregate amount of any (A) the Company Indemnified Parties’ Losses under Section 16.2(b)(i) hereto and (B) the Company Indemnified Parties’ Losses (as such terms are defined in the HLIC Reinsurance Agreement), exceeds $12,000,000, after which the Reinsurer shall, subject to the immediately succeeding sentence, be obligated to indemnify and hold harmless such Indemnified Parties against all Losses of such Indemnified Parties that in the aggregate are in excess of such amount. The cumulative aggregate liability (A) of the covenants Company under Section 16.2(a)(i) of this Agreement and agreements of Buyer contained HLIC under Section 16.2(a)(i) of the HLIC Reinsurance Agreement shall in no event exceed $66,000,000, and (B) of the Reinsurer under Section 16.2(b)(i) of this Agreement and Section 16.2(b)(i) of the HLIC Reinsurance Agreement shall in no event exceed $66,000,000. (i) The Company shall not be required to indemnify, defend or hold harmless any Reinsurer Indemnified Party against any Losses pursuant to Section 16.2(a)(i) except to the extent that the Company has recovered under the indemnification by Seller (as defined in the Stock and Asset Purchase Agreement) provided pursuant to Section 13.01(a)(i) of the Stock and Asset Purchase Agreement (or recovered from HFSG (as defined in the Stock and Asset Purchase Agreement) pursuant to Section 14.19 of the Stock and Asset Purchase Agreement) in the same or greater amount with respect to the same Losses (“Seller Indemnification Claim”) and in no event shall any indemnification payment made by the Company to the Reinsurer Indemnified Party exceed any indemnification payment received by the Company from the Seller under Section 13.01(a)(i) of the Stock and Asset Purchase Agreement (or recovered from HFSG (as defined in the Stock and Asset Purchase Agreement) pursuant to Section 14.19 of the Stock and Asset Purchase Agreement) with respect to the corresponding Seller Indemnification Claim; provided, however, that Seller if the Buyer Indemnified Parties have recovered $330 million pursuant to the indemnification provided pursuant to Section 13.01(a)(i) of the Stock and Asset Purchase Agreement and the requirements set forth in Section 16.2(c) of this Agreement have been satisfied, the requirements of this sentence shall not preclude an indemnification recovery by the Reinsurer Indemnified Party (subject to the other limitations set forth in this Agreement, including Section 16.2(c); provided, further, that any amounts (A) offset by Seller against indemnification payments due to the Company pursuant to the Stock and Asset Purchase Agreement or (B) recovered from a third Person not affiliated with Seller or the Company pursuant to Section 13.06(b) of the Stock and Asset Purchase Agreement, in each case, shall not be taken into account for purposes of determining the indemnification payment received by the Company from the Seller under Section 13.01(a)(i) of the Stock and Asset Purchase Agreement with respect to the corresponding Seller Indemnification Claim, except in the case of the foregoing clause (A) to the extent that there is a quantifiable, realizable and direct benefit to the Reinsurer and in such event the amount shall be entitled taken into account for purposes of determining such indemnification payment. (ii) If the facts and circumstances that underlie a Seller Indemnification Claim arise out of or relate solely to indemnification under Section 10.2(b)(i) for breach the Covered Liabilities (a “Covered Liability Seller Indemnification Claim”), the Company shall act as directed by the Reinsurer Indemnified Party regarding the pursuit, litigation and resolution of representations such Covered Liability Seller Indemnification Claim and warranties made by Buyer in Article 4 hereof only when shall not settle or compromise any such Covered Liability Seller Indemnification Claim except with the aggregate amount of all Seller Losses arising therefrom exceeds the Deductible Amount, in which case Seller Indemnified Parties shall be entitled to indemnification for all Seller Losses, in excess prior written consent of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Buyer shall be liable for Seller Losses under Section 10.2(b)(i) shall not exceed, in the aggregate, an amount equal to the CapReinsurer Indemnified Party; provided, however, that the Deductible Amount and Company shall have no obligations pursuant to this Section 16.2(d)(ii) unless the Cap shall not apply to limit any Seller Losses resulting from a breach or inaccuracy Reinsurer has promptly paid all of the representations Company’s costs and expenses, including reasonable attorneys’ fees, arising out of or warranties relating to pursuing such indemnification claim, as such costs and expenses are incurred. The Company shall permit counsel for the Reinsurer Indemnified Party to attend all significant internal meetings and all meetings with Representatives of Buyer plaintiffs, hearings and other proceedings relating to such Covered Liability Seller Indemnification Claim. The parties hereto shall make mutually available to each other all relevant information in Section 4.4 their possession relating to any Covered Liability Seller Indemnification Claim (Financing; Buyer’s Ability except to Consummate Transactionthe extent that such action would result in a loss of attorney-client privilege as to any material matter). For the purpose avoidance of claritydoubt, subject the parties acknowledge that the Company shall have no liability to the immediately preceding sentencea Reinsurer Indemnified Party for any Losses that such Reinsurer Indemnified Party may suffer, nothing sustain or otherwise incur in this Section 10.2(b) shall be interpreted to impose liability on Buyer for breaches respect of the representations and warranties outcome or consequences of Buyer under Article 4 in an aggregate amount greater than the CapCompany’s making any such Covered Liability Seller Indemnification Claim on the Reinsurer Indemnified Party’s behalf. (ciii) Required payments by any Indemnifying If the Company brings on its own behalf, for Losses relating to the business of the Company other than the Covered Liabilities, a claim under the Stock and Asset Purchase Agreement that is based on the same facts and circumstances that underlie a Covered Liability Seller Indemnification Claim (a “Related Seller Indemnification Claim”), the Company shall cooperate in pursuing, and the Reinsurer Indemnified Party pursuant to Section 10.2(a) or 10.2(b) shall be limited entitled to participate fully with the Company in, any such Related Seller Indemnification Claim. The Reinsurer Indemnified Party shall be entitled to participate in such Related Seller Indemnification Claim with internal counsel or with outside counsel (at its own expense) reasonably acceptable to the amount Company, and the Company shall permit counsel for the Reinsurer Indemnified Party to attend all significant internal meetings and all meetings with Representatives of any Loss that remains after deducting therefrom (i) any insurance proceeds actually recovered by any plaintiffs, hearings and other proceedings. Counsel for the Reinsurer Indemnified Party also shall be given a reasonable opportunity to comment upon and make recommendations with respect to all memoranda of law, pleadings and briefs and other documents relating to such Related Seller Indemnification Claim, and the Company and its counsel shall consider in good faith such comments and recommendations of counsel for the Reinsurer Indemnified Party and (ii) shall not unreasonably reject any indemnitysuch comments or recommendations after giving due consideration to the relative proportions in which the Company and the Reinsurer are affected by the Related Seller Indemnification Claim and any related Covered Liability Seller Indemnification Claim, contribution respectively, without taking into account any other disputes or other similar payment actually recovered by any matters under the Stock and Asset Purchase Agreement. The Reinsurer Indemnified Party from shall cooperate fully with the Company in the pursuit or settlement of such Related Seller Indemnification Claim. The parties hereto shall make mutually available to each other all relevant information in their possession relating to such Related Seller Indemnification Claim (except to the extent that such action would result in a loss of attorney-client privilege as to any third party (includingmaterial matter). In no event shall the Company be liable for any costs or expenses, without limitationincluding attorneys’ fees, reinsurance recoverables), in each case incurred by the Reinsurer Indemnified Party with respect to such Loss. The Indemnified Party shall use commercially reasonable efforts to collect all such insurance proceeds, reinsurance recoverables and indemnity, contribution and other similar paymentsthe matters contemplated in this subsection (iii).

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10, Seller agrees to indemnify, defend and hold harmless Buyer and its Affiliates (including, after the Closing, the Insurance Companies), and their respective directors, officers, employees, agents, representatives, successors directors and assigns, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), affiliates from and against all liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Buyer Losses,” and individually a “Buyer Loss”) incurred or suffered by any of the Buyer Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with (i) any breach of any of the representations and warranties of Seller contained in this Agreement or in any certificate or other document delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein), (ii) any breach of any of the covenants and agreements of Seller contained in this Agreement, and (iii) any Actions set forth on Schedule 10.2; provided, however, that the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(i) for breach of representations and warranties made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject to the other provisions of this Agreement, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of (i) the Actions listed on Schedule 10.2. For Excluded Assets and Excluded Liabilities, (ii) a breach of any of its representations, warranties, covenants and agreements contained herein, or in any Transaction Document; (iii) any action brought by any donors against the purpose Seller or the Buyer for the failure of clarity, subject the Counseling Center to maintain an appropriate composition of Assets in amounts needed to comply with all donor restrictions and to maintain its 501(c)(3) status; (iv) any Liability imposed upon Buyer by reason of Buyer's status as transferee of Seller's Business or Assets or by reason of non-compliance with the bulk-transfer provisions of applicable law in connection with the transactions contemplated hereby; (vi) any Liability for any pre-Closing Tax liability of Seller or any Tax owed by Seller in connection with the consummation of the transactions contemplated herein; (vii) the Shareholders' Loans and any Liabilities relating thereto; or (viii) payments owed to the immediately preceding sentence, nothing in this Section 10.2(a) shall be interpreted U.S. Department of Education or other applicable Governmental Agencies for any actions or inactions prior to impose liability on Seller for breaches of and up to the representations and warranties of Seller under Article 3 in an aggregate amount greater than the CapClosing Date. (b) Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10, Buyer agrees to indemnify, defend and hold harmless Seller and the Seller, its Affiliates and their respective directors, officers, employees, agents, representatives, successors directors and assigns (the “Seller Indemnified Parties,” and individually a “Seller Indemnified Party; and together with the Buyer Indemnified Parties, the “Indemnified Parties,” and individually an “Indemnified Party”) affiliates from and against all liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Seller Losses,” and together with Buyer Losses, “Losses,” and individually a “Loss”), incurred or suffered by any of the Seller Indemnified Parties, directly or indirectly, by reason of Losses resulting from or arising out of or in connection with (i) any obligations arising from the conduct of the Business subsequent to Closing and (ii) a breach of any of the its representations and warranties of Buyer contained in this Agreement or in any certificate or other documents delivered pursuant hereto (without regard to any Knowledgewarranties, materiality or Material Adverse Effect qualifications contained therein)covenants and agreements, and (iiiii) any breach of any of the covenants and agreements of Buyer contained in this Agreement; provided, however, that Seller Indemnified Parties shall be entitled failure to indemnification under Section 10.2(b)(i) for breach of representations and warranties made by Buyer in Article 4 hereof only when the aggregate amount of all Seller Losses arising therefrom exceeds the Deductible Amount, in which case Seller Indemnified Parties shall be entitled to indemnification for all Seller Losses, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Buyer shall be liable for Seller Losses under Section 10.2(b)(i) shall not exceed, in the aggregate, pay an amount equal to the Cap; provided, however, the Deductible Amount and the Cap shall not apply to limit any Seller Losses resulting from a breach or inaccuracy of the representations or warranties of Buyer in Section 4.4 (Financing; Buyer’s Ability to Consummate Transaction). For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(b) shall be interpreted to impose liability on Buyer for breaches of the representations and warranties of Buyer under Article 4 in an aggregate amount greater than the CapAssumed Liability. (c) Required payments The term "Losses" as used in this Article 11 is not limited to matters asserted by Third Parties against Seller or Buyer, but includes Losses incurred or sustained by any Indemnifying of them in the absence of Third Party pursuant to Section 10.2(a) claims and also include any fines, interest, or 10.2(b) shall be limited payments owed to the amount U.S. Department of any Loss that remains after deducting therefrom (i) any insurance proceeds actually recovered by any Indemnified Party and (ii) any indemnity, contribution Education or other similar payment actually recovered applicable governmental agencies for improper use of funds. Payments by any Indemnified Party from any third a party (including, without limitation, reinsurance recoverables), in each case with respect of amounts for which such party is indemnified hereunder shall not be a condition precedent to such Loss. The Indemnified Party shall use commercially reasonable efforts to collect all such insurance proceeds, reinsurance recoverables and indemnity, contribution and other similar paymentsrecovery.

Obligation to Indemnify. (a) Subject to the expiration limitations on survival set forth in Article IX of the representations this Agreement and warranties of the parties as provided in and to the limitations set forth in this Article 10X, Seller agrees to indemnifyfrom and after the Closing Date, defend and hold harmless Buyer Cedant hereby indemnifies each of Reinsurer and its Affiliates (including, after the Closing, the Insurance Companies), and their respective directors, officers, employees, agentsrepresentatives, representativesAffiliates, successors and assigns, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), from and against all liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements permitted assigns (collectively, the “Buyer Losses,” and individually a “Buyer LossReinsurer Indemnified Parties”) against, and agrees to hold each of the Reinsurer Indemnified Parties harmless from, any and all Losses incurred or suffered by any of the Buyer Reinsurer Indemnified Parties, directly or indirectly, by reason of or Party arising out of or in connection with (i) any inaccuracy or breach of any of the representations and warranties of Seller contained in representation or warranty made by Cedant pursuant to this Agreement or in any certificate or other document delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein)and Reinsurance Agreement No. 1, (ii) any breach of any of the covenants a covenant or agreement made or to be performed by Cedant pursuant to this Agreement and agreements of Seller contained in this AgreementReinsurance Agreement No. 1, and or (iii) any Actions set forth on Schedule 10.2; providedRetained Liability (including, howeverwithout limitation, that the Buyer Indemnified Parties shall be entitled any failure by Cedant to indemnification under Section 10.2(a)(i) for breach of representations perform or in due course pay and warranties made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”discharge any Retained Liability), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject to the other provisions of this Agreement, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the Cap. (b) Subject to the expiration limitations on survival set forth in Article IX of the representations this Agreement and warranties of the parties as provided in and to the limitations set forth in this Article 10X, Buyer agrees to indemnifyfrom and after the Closing Date, defend and hold harmless Seller Reinsurer hereby indemnifies each of Cedant and its Affiliates and their respective directors, officers, employees, agentsrepresentatives, representativesAffiliates, successors and permitted assigns (the “Seller Indemnified Parties,” and individually a “Seller Indemnified Party; and together with the Buyer Indemnified Partiescollectively, the “Cedant Indemnified Parties,” and individually an “Indemnified Party”) from against, and against agrees to hold each of the Cedant Indemnified Parties harmless from, any and all liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Seller Losses,” and together with Buyer Losses, “Losses,” and individually a “Loss”), Losses incurred or suffered by any of the Seller Cedant Indemnified Parties, directly or indirectly, by reason of or Party arising out of or in connection with (i) any inaccuracy or breach of any of the representations and warranties of Buyer contained in representation or warranty made by Reinsurer pursuant to this Agreement or in any certificate or other documents delivered pursuant hereto (without regard to any Knowledgeand Reinsurance Agreement No. 1, materiality or Material Adverse Effect qualifications contained therein), and (ii) any breach of a covenant or agreement made or to be performed by Reinsurer pursuant to this Agreement and Reinsurance Agreement No. 1 or (iii) all Assumed Liabilities. (c) Each Indemnified Party shall be obligated to use its reasonable best efforts to mitigate to the extent reasonably practicable the amount of any Loss for which it is entitled to seek indemnification hereunder; provided, however that the provisions of this Section 10.01(c) shall not limit or affect the Indemnifying Party ‘s indemnification obligation hereunder. (d) Upon making any indemnification payment, the Indemnifying Party will, to the extent of such payment, be subrogated to all rights of the covenants and agreements Indemnified Party against any third party in respect of Buyer contained in this Agreementthe Loss to which such indemnification payment relates; provided, however, that Seller that, until the Indemnified Parties shall be entitled to indemnification under Section 10.2(b)(i) for breach Party recovers full payment of representations its Loss, any and warranties made by Buyer in Article 4 hereof only when the aggregate amount of all Seller Losses arising therefrom exceeds the Deductible Amount, in which case Seller Indemnified Parties shall be entitled to indemnification for all Seller Losses, in excess claims of the Deductible Amount. Notwithstanding anything else contained herein Indemnifying Party against any such third party on account of such indemnification payment are hereby made expressly subordinate and subject in right of payment to the contraryIndemnified Party’s rights against such third party. Without limiting the generality of any other provision hereof, the maximum amount for which Buyer shall be liable for Seller Losses under Section 10.2(b)(i) shall not exceed, in Indemnified Party and Indemnifying Party will duly execute upon request all instruments reasonably necessary to evidence and perfect the aggregate, an amount equal to the Cap; provided, however, the Deductible Amount subrogation and the Cap shall not apply to limit any Seller Losses resulting from a breach or inaccuracy of the representations or warranties of Buyer in Section 4.4 (Financing; Buyer’s Ability to Consummate Transaction). For the purpose of clarity, subject to the immediately preceding sentence, nothing subordination rights set forth in this Section 10.2(b) shall be interpreted to impose liability on Buyer for breaches of the representations and warranties of Buyer under Article 4 in an aggregate amount greater than the Cap10.01(d). (ce) Required payments by any Indemnifying Party pursuant to Section 10.2(a) or 10.2(b) shall be limited to the The amount of any Loss that remains after deducting therefrom (i) any insurance proceeds actually recovered sustained by an Indemnified Party shall be reduced by any amount received by such Indemnified Party and (ii) any indemnity, contribution or other similar payment actually recovered by any Indemnified Party from any third party (including, without limitation, reinsurance recoverables), in each case with respect to such LossLoss under any insurance coverage or from any other party alleged to be responsible therefor. The Indemnified Party shall use commercially reasonable efforts to collect all any amounts available in respect of such Loss under any insurance proceedscoverage and from any other party alleged to be responsible for such Loss. If the Indemnified Party receives an amount under insurance coverage or from another party with respect to any Loss after being indemnified for such Loss pursuant to this Section 10.02, reinsurance recoverables and indemnity, contribution and then the Indemnified Party shall promptly reimburse the Indemnifying Party for the amount of any indemnity paid by such Indemnifying Party up to the amount of the insurance or other similar paymentsrecovery actually received.

Obligation to Indemnify. (a) Subject to the expiration limitations on survival set forth in Article IX of the representations this Agreement and warranties of the parties as provided in and to the limitations set forth in this Article 10X, Seller agrees to indemnifyfrom and after the Closing Date, defend and hold harmless Buyer Cedant hereby indemnifies each of Reinsurer and its Affiliates (including, after the Closing, the Insurance Companies), and their respective directors, officers, employees, agentsrepresentatives, representativesAffiliates, successors and assigns, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), from and against all liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements permitted assigns (collectively, the “Buyer Losses,” and individually a “Buyer LossReinsurer Indemnified Parties”) against, and agrees to hold each of the Reinsurer Indemnified Parties harmless from, any and all Losses incurred or suffered by any of the Buyer Reinsurer Indemnified Parties, directly or indirectly, by reason of or Party arising out of or in connection with (i) any inaccuracy or breach of any of the representations and warranties of Seller contained in representation or warranty made by Cedant pursuant to this Agreement or in any certificate or other document delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein)and Reinsurance Agreement No. I, (ii) any breach of any of the covenants a covenant or agreement made or to be performed by Cedant pursuant to this Agreement and agreements of Seller contained in this AgreementReinsurance Agreement No. 1, and or (iii) any Actions set forth on Schedule 10.2; providedRetained Liability (including, howeverwithout limitation, that the Buyer Indemnified Parties shall be entitled any failure by Cedant to indemnification under Section 10.2(a)(i) for breach of representations perform or in due course pay and warranties made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”discharge any Retained Liability), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject to the other provisions of this Agreement, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the Cap. (b) Subject to the expiration limitations on survival set forth in Article IX of the representations this Agreement and warranties of the parties as provided in and to the limitations set forth in this Article 10X, Buyer agrees to indemnifyfrom and after the Closing Date, defend and hold harmless Seller Reinsurer hereby indemnifies each of Cedant and its Affiliates and their respective directors, officers, employees, agentsrepresentatives, representativesAffiliates, successors and permitted assigns (the “Seller Indemnified Parties,” and individually a “Seller Indemnified Party; and together with the Buyer Indemnified Partiescollectively, the “Cedant Indemnified Parties,” and individually an “Indemnified Party”) from against, and against agrees to hold each of the Cedant Indemnified Parties harmless from, any and all liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Seller Losses,” and together with Buyer Losses, “Losses,” and individually a “Loss”), Losses incurred or suffered by any of the Seller Cedant Indemnified Parties, directly or indirectly, by reason of or Party arising out of or in connection with (i) any inaccuracy or breach of any of the representations and warranties of Buyer contained in representation or warranty made by Reinsurer pursuant to this Agreement or in any certificate or other documents delivered pursuant hereto (without regard to any Knowledgeand Reinsurance Agreement No. I, materiality or Material Adverse Effect qualifications contained therein), and (ii) any breach of a covenant or agreement made or to be performed by Reinsurer pursuant to this Agreement and Reinsurance Agreement No. 1 or (iii) all Assumed Liabilities. (c) Each Indemnified Party shall be obligated to use its reasonable best efforts to mitigate to the extent reasonably practicable the amount of any Loss for which it is entitled to seek indemnification hereunder; provided, however that the provisions of this Section 10.01(c) shall not limit or affect the Indemnifying Party’s indemnification obligation hereunder. (d) Upon making any indemnification payment, the Indemnifying Party will, to the extent of such payment, be subrogated to all rights of the covenants and agreements Indemnified Party against any third party in respect of Buyer contained in this Agreementthe Loss to which such indemnification payment relates; provided, however, that Seller that, until the Indemnified Parties shall be entitled to indemnification under Section 10.2(b)(i) for breach Party recovers full payment of representations its Loss, any and warranties made by Buyer in Article 4 hereof only when the aggregate amount of all Seller Losses arising therefrom exceeds the Deductible Amount, in which case Seller Indemnified Parties shall be entitled to indemnification for all Seller Losses, in excess claims of the Deductible Amount. Notwithstanding anything else contained herein Indemnifying Party against any such third party on account of such indemnification payment are hereby made expressly subordinate and subject in right of payment to the contraryIndemnified Party’s rights against such third party. Without limiting the generality of any other provision hereof, the maximum amount for which Buyer shall be liable for Seller Losses under Section 10.2(b)(i) shall not exceed, in Indemnified Party and Indemnifying Party will duly execute upon request all instruments reasonably necessary to evidence and perfect the aggregate, an amount equal to the Cap; provided, however, the Deductible Amount subrogation and the Cap shall not apply to limit any Seller Losses resulting from a breach or inaccuracy of the representations or warranties of Buyer in Section 4.4 (Financing; Buyer’s Ability to Consummate Transaction). For the purpose of clarity, subject to the immediately preceding sentence, nothing subordination rights set forth in this Section 10.2(b) shall be interpreted to impose liability on Buyer for breaches of the representations and warranties of Buyer under Article 4 in an aggregate amount greater than the Cap10.01(d). (ce) Required payments by any Indemnifying Party pursuant to Section 10.2(a) or 10.2(b) shall be limited to the The amount of any Loss that remains after deducting therefrom (i) any insurance proceeds actually recovered sustained by an Indemnified Party shall be reduced by any amount received by such Indemnified Party and (ii) any indemnity, contribution or other similar payment actually recovered by any Indemnified Party from any third party (including, without limitation, reinsurance recoverables), in each case with respect to such LossLoss under any insurance coverage or from any other party alleged to be responsible therefor. The Indemnified Party shall use commercially reasonable efforts to collect all any amounts available in respect of such Loss under any insurance proceedscoverage and from any other party alleged to be responsible for such Loss. If the Indemnified Party receives an amount under insurance coverage or from another party with respect to any Loss after being indemnified for such Loss pursuant to this Section 10.02, reinsurance recoverables and indemnity, contribution and then the Indemnified Party shall promptly reimburse the Indemnifying Party for the amount of any indemnity paid by such Indemnifying Party up to the amount of the insurance or other similar paymentsrecovery actually received.

Obligation to Indemnify. (a) Subject The Company hereby undertakes: 1.1. To indemnify you to the expiration fullest extent permitted by applicable law and the Articles, as each may be amended from time to time, for any liability or expense, as detailed below, imposed on Indemnitee due to or in connection with an act performed by such Indemnitee, either prior to or after the date hereof, in Indemnitee’s capacity as an Office Holder of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10Company, Seller agrees to indemnify, defend and hold harmless Buyer and its Affiliates (including, after the Closing, the Insurance Companies), and their respective directors, officers, employees, agents, representatives, successors and assigns, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), from and against all liabilities including, without limitation, all costsas a director, officer, employee, agent, observer or fiduciary of the Company, any subsidiary thereof or any other corporation, collaboration, partnership, joint venture, trust or other enterprise, in which you serve at any time at the request of the Company (the “Corporate Capacity”). The term “act performed in Indemnitee’s capacity as an Office Holder” shall include, without limitation, any act, omission and failure to act and any other circumstances relating to or arising from Indemnitee’s service in a Corporate Capacity. Notwithstanding the foregoing, in the event that the Office Holder is the beneficiary of an indemnification undertaking provided by a subsidiary of the Company or any other entity, with respect to his or her Corporate Capacity with such subsidiary or entity, then the indemnification obligations of the Company hereunder with respect to such Corporate Capacity shall only apply to the extent that the indemnification by such subsidiary or other entity does not actually fully cover the indemnifiable liabilities and expenses relating thereto. The following shall be hereinafter referred to as “Indemnifiable Events”: 1.1.1. A monetary liability that you incur or that is imposed on you in favor of another person pursuant to a court judgment, including a judgment given in a settlement entered into consistent with the terms of this Agreement or a decision of an arbitrator that is enforceable against you and approved by a competent court, provided that such acts pertain to one or more of the events set out in the Schedule hereto which is an integral and inseparable part of this Agreement (the “Schedule”); 1.1.2. Reasonable litigation expenses, fines, orders, penalties and reasonable outside attorneys’ including legal fees and disbursements (collectively, “Buyer Losses,” and individually that you incur or which are ordered to pay by a “Buyer Loss”) incurred court in connection with proceedings filed against you by or suffered by any on behalf of the Buyer Indemnified PartiesCompany or by a third party, directly or indirectlyin a criminal proceeding in which you are acquitted, or in a criminal proceeding in which you are convicted of a crime but which does not require criminal intent; 1.1.3. Reasonable litigation expenses, including reasonable legal fees that you incur in connection with an investigation or proceeding conducted against you by reason an authority authorized to conduct such investigation or proceeding and which concluded without the filing of an indictment against you and without you being subject to a financial obligation as a substitute for a criminal proceeding, or arising out that concluded without the filing of an indictment against you but with the imposition of a financial obligation as a substitute for a criminal proceeding relating to an offence which does not require proof of criminal intent, or in connection with (i) any breach of any a monetary sanction, within the meaning of the representations and warranties of Seller contained relevant terms in this Agreement or the Companies Law; 1.1.4. A financial liability that you incur for a payment which you are obligated to make to an injured party as set forth in any certificate or other document delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein), (iisection 52(54)(A)(1)(a) any breach of any of the covenants and agreements of Seller contained in this AgreementIsraeli Securities Law, and (iii) any Actions set forth on Schedule 10.2; provided, however, that the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(i) for breach of representations and warranties made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 1965 (the “Deductible AmountSecurities Law”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject to the other provisions of this Agreement, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the Cap. (b) Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10, Buyer agrees to indemnify, defend and hold harmless Seller and its Affiliates and their respective directors, officers, employees, agents, representatives, successors and assigns (the “Seller Indemnified Parties,” and individually a “Seller Indemnified Party; and together with the Buyer Indemnified Parties, the “Indemnified Parties,” and individually an “Indemnified Party”) from and against all liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Seller Losses,” and together with Buyer Losses, “Losses,” and individually a “Loss”), incurred or suffered by any of the Seller Indemnified Parties, directly or indirectly, by reason of or arising out of or 1.1.5. Expenses that you incur in connection with Administrative Proceedings (ias defined below) any breach you were involved in, including reasonable litigation fees and attorneys’ fees; for this purpose “Administrative Proceeding” shall mean a proceeding pursuant to Chapters H3 (Imposition of any Monetary Sanction by the Israel Securities Authority), H4 (Imposition of Administrative Enforcement Means by the Administrative Enforcement Committee) or I1 (Settlement for the Avoidance of Commencing Proceedings or Cessation of Proceedings, Conditioned upon Conditions) of the representations and warranties of Buyer contained in this Agreement or in any certificate or other documents delivered pursuant hereto (without regard to any KnowledgeSecurities Law, materiality or Material Adverse Effect qualifications contained therein), and (ii) any breach of any of the covenants and agreements of Buyer contained in this Agreement; provided, however, that Seller Indemnified Parties as shall be entitled amended from time to indemnification under Section 10.2(b)(i) for breach of representations and warranties made by Buyer in Article 4 hereof only when the aggregate amount of all Seller Losses arising therefrom exceeds the Deductible Amount, in which case Seller Indemnified Parties shall be entitled to indemnification for all Seller Losses, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Buyer shall be liable for Seller Losses under Section 10.2(b)(i) shall not exceed, in the aggregate, an amount equal to the Captime; provided, however, the Deductible Amount and the Cap shall not apply to limit any Seller Losses resulting from a breach or inaccuracy of the representations or warranties of Buyer in Section 4.4 (Financing; Buyer’s Ability to Consummate Transaction). For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(b) shall be interpreted to impose liability on Buyer for breaches of the representations and warranties of Buyer under Article 4 in an aggregate amount greater than the Cap. (c) Required payments by any Indemnifying Party pursuant to Section 10.2(a) or 10.2(b) shall be limited to the amount of any Loss that remains after deducting therefrom (i) any insurance proceeds actually recovered by any Indemnified Party and (ii) any indemnity, contribution or other similar payment actually recovered by any Indemnified Party from any third party (including, without limitation, reinsurance recoverables), in each case with respect to such Loss. The Indemnified Party shall use commercially reasonable efforts to collect all such insurance proceeds, reinsurance recoverables and indemnity, contribution and other similar payments.and

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10Supplier shall defend, Seller agrees to indemnify, defend and hold EMC, its Channel Partners and End Users harmless Buyer against any third party liabilities, claim demands, suits (and its Affiliates (including, after the Closing, the Insurance Companies), and their respective directors, officers, employees, agents, representatives, successors and assigns, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), from and against all liabilities including, without limitation, all any costs, expenses, fines, orders, penalties judgments and reasonable outside attorneys’ fees and disbursements (collectively, “Buyer Losses,” and individually a “Buyer Loss”settlement amounts associated therewith) incurred or suffered by any of the Buyer Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with alleging that (i) any breach the use or disposition of any a Products infringes a patent, copyright, or trademark, or misappropriates a trade secret of the representations and warranties of Seller contained in this Agreement a third party, or in any certificate or other document delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein), (ii) any claims based on a breach of any the Product warranty provided by Supplier, provided Supplier receives (i) prompt notice in writing of such claim; (ii) sole control over the covenants defense and agreements of Seller contained in this Agreement, settlement thereof and (iii) reasonable cooperation from EMC, as applicable, at Supplier’s expense in response to a Supplier request for assistance. When settling or compromising any Actions set forth on Schedule 10.2; providedclaim, howeverSupplier shall not, without EMC’s written approval, make any admission of facts that the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(i) for breach of representations and warranties made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject expose EMC to the imposition of punitive damages or other provisions claims that are not covered by this indemnification. Supplier shall carry and maintain general liability insurance to cover Supplier’s obligations under this Section. With respect to intellectual property infringement claims, should any Products become, or in Supplier’s opinion be likely to become, the subject of such a claim, Supplier shall, at its option and expense, (a) procure for EMC, Channel Partners and End Users the right to make continued use thereof in accordance with this Agreement, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the Cap. (b) Subject to the expiration of the representations replace or modify Products so that it becomes non-infringing but with substantially equivalent functionality and warranties of the parties as provided in and the limitations set forth in this Article 10, Buyer agrees to indemnify, defend and hold harmless Seller and its Affiliates and their respective directors, officers, employees, agents, representatives, successors and assigns (the “Seller Indemnified Parties,” and individually a “Seller Indemnified Party; and together with the Buyer Indemnified Parties, the “Indemnified Parties,” and individually an “Indemnified Party”) from and against all liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Seller Losses,” and together with Buyer Losses, “Losses,” and individually a “Loss”), incurred performance or suffered by any of the Seller Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with (i) any breach of any of the representations and warranties of Buyer contained in this Agreement or in any certificate or other documents delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein), and (ii) any breach of any of the covenants and agreements of Buyer contained in this Agreement; provided, however, that Seller Indemnified Parties shall be entitled to indemnification under Section 10.2(b)(i) for breach of representations and warranties made by Buyer in Article 4 hereof only when the aggregate amount of all Seller Losses arising therefrom exceeds the Deductible Amount, in which case Seller Indemnified Parties shall be entitled to indemnification for all Seller Losses, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Buyer shall be liable for Seller Losses under Section 10.2(b)(i) shall not exceed, in the aggregate, an amount equal to the Cap; provided, however, the Deductible Amount and the Cap shall not apply to limit any Seller Losses resulting from a breach or inaccuracy of the representations or warranties of Buyer in Section 4.4 (Financing; Buyer’s Ability to Consummate Transaction). For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(b) shall be interpreted to impose liability on Buyer for breaches of the representations and warranties of Buyer under Article 4 in an aggregate amount greater than the Cap. (c) Required payments if neither (a) nor (b) are reasonably available, accept return of the affected Products and upon receipt thereof refund to EMC the price paid therefor by EMC to Supplier, less straight-line depreciation based on a five (5) year useful life. Supplier shall have no liability for alleged infringement based on (1) use for a purpose or in a manner for which the Product was not designed; (2) use of any Indemnifying Party older version of a Product when use of a newer revision made available by Supplier to EMC would have avoided the infringement; (3) any modification made without Supplier’s written approval; (4) any modifications made by Supplier pursuant to Section 10.2(a) EMC’s or 10.2(b) shall be limited to the amount of any Loss that remains after deducting therefrom (i) any insurance proceeds actually recovered by any Indemnified Party and (ii) any indemnity, contribution or other similar payment actually recovered by any Indemnified Party from any third party (including, without limitation, reinsurance recoverables), in each case with respect to such LossEnd User’s specific instructions. The Indemnified Party shall use commercially reasonable efforts to collect all such insurance proceeds, reinsurance recoverables and indemnity, contribution and other similar paymentsTHIS SECTION 12.1 STATES THE ENTIRE LIABILITY OF SUPPLIER AND EMC’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO INFRINGEMENT CLAIMS.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10X, if the Closing occurs, Parent Seller agrees to indemnify, defend defend, protect and hold harmless Buyer Purchaser and its Affiliates (including, after following the Closing, the Insurance Acquired Companies), ) and their respective officers, directors, officersagents, employees, agents, representatives, successors and assignsassigns (collectively, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified PartyPurchaser Indemnitees”), ) from and against all liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Buyer Losses,” and individually a “Buyer Loss”) Losses sustained or incurred or suffered by any of Purchaser Indemnitee to the Buyer Indemnified Parties, directly or indirectly, by reason of or extent arising out of or in connection with related to: (i) any breach of any representation and warranty made to Purchaser by any Seller in Article IV (other than breaches of the representations and warranties of Sellers contained in Section 4.17, which shall be governed by Section 9.03); (ii) any breach by any Seller of any of the covenants and agreements of any Seller contained in this Agreement (including its obligations in this Article X and on Schedule 6.03(a)); and (iii) any Excluded Assets and Liabilities. (b) Subject to the limitations set forth in this Article X, if the Closing occurs, Purchaser agrees to indemnify, defend, protect and hold harmless Parent Seller and its Affiliates and their respective officers, directors, agents, employees, successors and assigns (collectively, the “Seller Indemnitees”) from and against all Losses sustained or incurred by any Seller Indemnitee to the extent arising out of or related to: (i) any breach of any representation and warranty made to Sellers by Purchaser or Purchaser Parent in any certificate or other document delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein), Article V; (ii) any breach of any of the covenants and agreements of Seller Purchaser or Purchaser Parent contained in this Agreement, Agreement (including its obligations in this Article X and on Schedule 6.03(a)); (iii) any Actions set forth on Schedule 10.2claims to the extent related to the operation of the Business following the Closing Date, except to the extent Sellers are obligated to indemnify the Purchaser Indemnitees pursuant to Section 10.02(a) in respect thereof; (iv) any amounts paid or required to be paid by Parent Seller or any of its Affiliates under any Host Maui Project Guarantee (other than any amounts paid or required to be paid by Parent Seller or any of its Affiliates pursuant to the Maui Agreement Among Guarantors that arises directly out of a Bad Act of Parent Seller or such Affiliate prior to the Closing); providedand (v) any amounts required to be paid by Parent Seller or any of its Affiliates for any Liability arising after the Closing under that certain Indemnity Agreement, howeverdated October 29, 2012, by HHC and Host Hotels and Resorts, L.P. for the benefit of Fidelity National Title Insurance Company; provided that such Liability arose from the Buyer Indemnified Parties failure of the Maui JV to have made any required payments under the Maui Construction Loan following Closing. (c) Notwithstanding the provisions of Article IX or this Article X, (i) other than for a claim for indemnification arising out of or related to any breach of the Sellers Fundamental Representations, no Purchaser Indemnitee shall be entitled to indemnification under pursuant to Section 10.2(a)(i10.02(a)(i) for Losses resulting from any single claim or series of related claims that does not exceed $25,000; (ii) other than for a claim for indemnification arising out of or related to any breach of representations and warranties made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceedsSellers Fundamental Representations, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties no Purchaser Indemnitee shall be entitled to indemnification pursuant to Section 10.02(a)(i) unless and until the total of all Losses suffered or incurred by the Purchaser Indemnitees (other than with respect to claims excluded pursuant to clause (i) above) exceeds an amount equal to $2,000,000, and then only to the extent of such excess; (iii) other than for all Buyer Lossesa claim for indemnification arising out of or related to any breach of the Sellers Fundamental Representations, in no event shall the aggregate amount to be paid for Losses incurred by Purchaser Indemnitees for which such Purchaser Indemnitees are entitled to indemnification pursuant to Section 9.03(a)(iv) or Section 10.02(a)(i) exceed $22,000,000; and (iv) in no event shall the aggregate amount to be paid for Losses incurred by Purchaser Indemnitees for which such Purchaser Indemnitees are entitled to indemnification pursuant to Section 10.02(a) exceed the Final Purchase Price. Notwithstanding any other provision of this Agreement to the contrary, the indemnification obligations of any Seller for any Losses resulting from fraud or intentional misrepresentation shall not be subject to any of the other limitations contained in this Section 10.02(c). (d) Notwithstanding the provisions of this AgreementArticle X, in excess no event shall the aggregate amount to be paid for Losses incurred by Seller Indemnitees for which such Seller Indemnitees are entitled to indemnification pursuant to Section 10.02(b)(iv) (other than for Losses that arise directly out of a Bad Act of Purchaser or its Affiliates (including, following the Deductible Amount. Closing, the Acquired Companies) from and after the Closing) exceed $36,670,000. (e) Notwithstanding anything else contained herein to the contrary, no Person shall, in any event, be liable under Section 9.03 or this Article X to any other Person for any consequential, incidental, indirect, special or punitive damages of such other Person, including loss of future revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to the maximum amount for which breach or alleged breach hereof, except as may be asserted in connection with any Third Party Claim. Nothing in this Section 10.02(e) shall be construed to limit in any respect the Losses that Sellers may recover from Purchaser in the event that Purchaser fails to proceed to the Closing in breach of this Agreement. (f) No Seller shall be liable have any Liability under Section 9.03 or this Article X to the Purchaser Indemnitees in respect of any Losses to the extent (but only to the extent) that: (i) the provision or reserve in respect of any Liability or other matter giving rise to the Loss (or any part thereof) was made in the Latest Balance Sheet or in the Closing ANWC Statement; (ii) the Loss (or any part thereof) in question arises, or is increased, as a result of a change after the Closing (unless otherwise required by Applicable Law) in any accounting policy, any Tax reporting practice or accounting method or the length of any accounting period for Buyer Tax purposes of any Acquired Company; or (iii) the Purchaser Indemnities otherwise recovered for the Loss (or any part thereof) in question under any other Transaction Document. (g) The amount of any Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from 9.03 or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(a) Article X sustained by a Purchaser Indemnitee or a Seller Indemnitee shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the Cap. (b) Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10, Buyer agrees to indemnify, defend and hold harmless Seller and its Affiliates and their respective directors, officers, employees, agents, representatives, successors and assigns (the “Seller Indemnified Parties,” and individually a “Seller Indemnified Party; and together with the Buyer Indemnified Parties, the “Indemnified Parties,” and individually an “Indemnified Party”) from and against all liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Seller Losses,” and together with Buyer Losses, “Losses,” and individually a “Loss”), incurred or suffered reduced by any of the Seller Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with (i) any breach amount actually received by such Purchaser Indemnitee or Seller Indemnitee with respect thereto under any insurance coverage (net of any of retention amounts, recovery costs, increases in premium and related deductible payable by the representations and warranties of Buyer contained Indemnified Person or any such Affiliates in this Agreement connection therewith), including pursuant to Section 7.07, or in from any certificate or other documents delivered pursuant hereto (without regard Person alleged to any Knowledge, materiality or Material Adverse Effect qualifications contained therein)be responsible therefor, and (ii) any breach of any of the covenants and agreements of Buyer contained in this Agreement; provided, however, that Seller Indemnified Parties shall be entitled to indemnification under Section 10.2(b)(i) for breach of representations and warranties made by Buyer in Article 4 hereof only when the aggregate amount of all Seller Losses arising therefrom exceeds the Deductible Amount, in which case Seller Indemnified Parties shall be entitled to indemnification for all Seller Losses, in excess of the Deductible Amount. Notwithstanding anything else contained herein Tax Benefit attributable to the contraryLoss or to the facts giving rise to the Loss, the maximum amount for which Buyer shall be liable for Seller Losses under Section 10.2(b)(i) shall not exceed, Tax Benefit is Actually Realized in the aggregate, an amount equal to two (2) years beginning with the Cap; provided, however, the Deductible Amount and the Cap shall not apply to limit any Seller Losses resulting from a breach or inaccuracy taxable year of the representations or warranties of Buyer in Section 4.4 (Financing; Buyer’s Ability to Consummate Transaction). For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(b) shall be interpreted to impose liability on Buyer for breaches of the representations and warranties of Buyer under Article 4 in an aggregate amount greater than the Cap. (c) Required payments by any Indemnifying Party pursuant to Section 10.2(a) or 10.2(b) shall be limited to the amount of any Loss that remains after deducting therefrom (i) any insurance proceeds actually recovered by any Indemnified Party and (ii) any indemnity, contribution or other similar payment actually recovered by any Indemnified Party from any third party (including, without limitation, reinsurance recoverables), in each case with respect to such Loss. The Indemnified Party existence of a claim for monies by a Purchaser Indemnitee or a Seller Indemnitee against an insurer or other third party in respect of any Losses shall not, however, unreasonably delay any payment otherwise due and owing under this Article X so long as such Purchaser Indemnitee or Seller Indemnitee is using commercially reasonable efforts to collect against such claim in accordance with the immediately following sentence. The Purchaser Indemnitees and the Seller Indemnitees shall use commercially reasonable efforts to collect all any amounts available under such insurance proceedscoverage and from such other Person alleged to have responsibility and to cause any Tax Benefit with respect to the Loss to be Actually Realized in the two (2) years beginning with the taxable year of such Loss. If a Purchaser Indemnitee or a Seller Indemnitee has a Tax Benefit Actually Realized in the two (2) years beginning with the taxable year of the Loss or actually receives an amount under insurance coverage or from such other Person relating to Losses sustained at any time subsequent to any indemnification payment pursuant to Section 9.03 or this Article X, reinsurance recoverables then such Purchaser Indemnitee or Seller Indemnitee shall promptly reimburse the applicable Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification up to such amount actually received by such Purchaser Indemnitee or Seller Indemnitee, as applicable, net of any retention amounts, recovery costs, increases in premium and indemnityrelated deductible payable by the Indemnified Person or any such Affiliates in connection therewith. (h) Each Indemnified Party shall be obligated to use its commercially reasonable efforts to mitigate to the fullest extent practicable the amount of any Loss for which it is entitled to seek indemnification under Section 9.03 or this Article X, contribution and the Indemnifying Party shall not be required to make any payment to an Indemnified Party in respect of such Loss to the extent such Indemnified Party has failed to comply with the foregoing obligation. (i) Upon making any indemnification payment under Section 9.03 or this Article X, the Indemnifying Party may, to the extent of such payment and if permitted under applicable Contracts or insurance policies, be subrogated to all rights of the Indemnified Party against any third party in respect of the Loss to which the indemnification payment relates. Without limiting the generality of any other similar paymentsprovision hereof, each such Indemnified Party and Indemnifying Party shall duly execute upon request all instruments reasonably necessary to evidence and perfect the above-described subrogation rights. (j) No Party shall have any right to set-off any Losses under Section 9.03 or this Article X against any payments to be made by such Party or Parties pursuant to this Agreement or any other agreement among any of the Parties or their respective Affiliates.

Obligation to Indemnify. (a) a. Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10X, if the Closing occurs, Seller agrees to indemnify, defend and hold harmless Buyer Purchaser and its Affiliates (including, after the Closing, the Insurance Companies), and their respective directors, officers, employees, agentsAffiliates, representativessuccessors, successors and permitted assigns, without duplication agents and Representatives (collectively, the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified PartyPurchaser Indemnitees”), ) from and against all liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Buyer Losses,” and individually a “Buyer Loss”) incurred or suffered by any of the Buyer Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with Losses resulting from: (i) any breach of any of the representations and warranties in Article IV that survive the Closing (in each case disregarding, for the sole purpose of Seller contained in this Agreement or in calculating Losses, any certificate or other document delivered pursuant hereto (without regard qualifier therein with respect to any Knowledge, materiality or Material Adverse Effect qualifications contained therein), or any specified quantitative threshold; provided that any such qualifier or threshold shall not be disregarded for the purpose of determining whether or not a breach has occurred) or in the Deed; (ii) any breach of any of the covenants and agreements of Seller contained in this Agreement, and ; (iii) any Actions set forth on Schedule 10.2the Excluded Liabilities; provided, however, that and (iv) the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(i) for breach of representations and warranties made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject to the other provisions of this Agreement, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the CapExcluded Assets. (b) b. Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10X, Buyer if the Closing occurs, Purchaser agrees to indemnify, defend and hold harmless Seller and its Affiliates Affiliates, and their respective directors, officers, employees, agentsAffiliates, representativessuccessors, successors permitted assigns, agents and assigns Representatives (collectively, the “Seller Indemnified Parties,” and individually a “Seller Indemnified Party; and together with the Buyer Indemnified PartiesIndemnitees”), the “Indemnified Parties,” and individually an “Indemnified Party”) from and against all liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Seller Losses,” and together with Buyer Losses, “Losses,” and individually a “Loss”), incurred or suffered by any of the Seller Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with Losses resulting from: (i) any breach of any of the representations and warranties of Buyer contained in this Agreement or Article V that survive the Closing (in each case disregarding, for the sole purpose of calculating Losses, any certificate or other documents delivered pursuant hereto (without regard qualifier therein with respect to any Knowledge, materiality or Material Adverse Effect qualifications contained thereinany specified quantitative threshold; provided that any such qualifier or threshold shall not be disregarded for the purpose of determining whether or not a breach has occurred), and ; (ii) any breach of any of the covenants and agreements of Buyer Purchaser contained in this Agreement; provided(iii) the Assumed Liabilities; (iv) the ownership, howeveruse, that operation, registration, maintenance, licensing or further transfer of the Purchased Assets from and after the Closing and the conduct of the Business from and after the Closing; and (v) Purchaser’s performance, or failure to perform, and Seller’s performance on Purchaser’s behalf or as Purchaser’s agent, of obligations under the Non-Assignable Assets. c. Seller Indemnified Parties shall not be entitled required to indemnification under indemnify the Purchaser Indemnitees pursuant to Section 10.2(b)(i10.2(a)(i) for breach of representations unless and warranties made by Buyer in Article 4 hereof only when until the aggregate amount of all Seller Losses arising therefrom exceeds incurred by the Deductible Purchaser Indemnitees in connection with such clause exceed Three Hundred and Fifty Thousand Dollars ($350,000) (such amount, the “Threshold Amount”), in at which case Seller Indemnified Parties time the Purchaser Indemnitees shall be entitled to indemnification for all Losses (subject to the Cap) incurred by the Purchaser Indemnitees in connection with such clause (including all Losses incurred prior to exceeding the Threshold Amount). The aggregate amount for which Seller Lossesshall be liable under Section 10.2(a) shall in no event exceed Five Million Dollars ($5,000,000) (such amount, in excess the “Cap”). In calculating the amount of Losses of the Deductible Purchaser Indemnitees under Section 10.2(a)(i), all Losses which individually total less than Five Thousand Dollars ($5,000) (such amount, the “Mini-Basket”) shall be excluded in their entirety (and such items shall not be aggregated for purposes of calculating the Threshold Amount), and the Purchaser Indemnitees shall not have any recourse against Seller for such Losses. d. The aggregate amount for which Purchaser shall be liable under Section 10.2(b) shall in no event exceed the Cap. Purchaser shall not be required to indemnify the Seller Indemnitees pursuant to Section 10.2(b)(i) unless and until the aggregate Losses incurred by the Seller Indemnitees in connection with such clause exceed the Threshold Amount, at which time the Seller Indemnitees shall be entitled to indemnification for all Losses (subject to the Cap) incurred by the Seller Indemnitees in connection with such clause (including all Losses incurred prior to exceeding the Threshold Amount). In calculating the amount of Losses of the Seller Indemnitees under Section 10.2(b)(i), all Losses which individually total less than the Mini-Basket shall be excluded in their entirety (and such items shall not be aggregated for purposes of the immediately prior sentence), and the Seller Indemnitees shall not have any recourse against Purchaser for such Losses. e. Notwithstanding anything else contained herein to the contrary, none of the maximum amount for which Buyer Purchaser Indemnitees shall be entitled to indemnification under this Article X by Seller for any Losses arising from any matter of which Purchaser had Knowledge at or prior to the Closing, including the breach of any representation, warranty or covenant of Seller in this Agreement that gives rise to such Losses, but excluding the Excluded Liabilities and the Excluded Assets. f. Notwithstanding anything herein to the contrary, no Person shall, in any event, be liable under this Article X to any other Person for any consequential, incidental, indirect, special or punitive damages of such other Person, including loss of future revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to the breach or alleged breach hereof (provided that such limitation with respect to profits shall not limit Seller’s right to recover contract damages in connection with Purchaser’s failure to close in violation of this Agreement). g. Seller shall have no liability under this Article X to the Purchaser Indemnitees in respect of any Losses to the extent that: i. provision or reserve in respect of any Liability or other matter giving rise to the Loss (or any part thereof) was made in the Latest Balance Sheet; ii. the Loss (or any part thereof) would not have arisen but for an act, omission or transaction on the part of, or carried out by, Purchaser or an Affiliate of Purchaser; iii. the Loss (or any part thereof) in question arises, or is increased, as a result of any increases in rates of taxation or any change in Applicable Law or published practice of a Tax authority made after the date of this Agreement with retrospective effect; or iv. the Loss (or any part thereof) in question arises, or is increased, as a result of elections made or actions taken by Purchaser or an Affiliate of Purchaser after the Transfer Time, including a change after the Closing in any accounting policy, any Tax reporting practice or the length of any accounting period for Tax purposes of the Business. h. The amount of any Losses under Section 10.2(b)(i) shall not exceed, in the aggregate, an amount equal to the Cap; provided, however, the Deductible Amount and the Cap shall not apply to limit any this Article X sustained by a Purchaser Indemnitee or a Seller Losses resulting from a breach or inaccuracy of the representations or warranties of Buyer in Section 4.4 (Financing; Buyer’s Ability to Consummate Transaction). For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(b) Indemnitee shall be interpreted to impose liability on Buyer for breaches of the representations and warranties of Buyer under Article 4 in an aggregate amount greater than the Cap. (c) Required payments reduced by any Indemnifying Party pursuant amount received by such Purchaser Indemnitee or Seller Indemnitee with respect thereto under any insurance coverage or from any other Person alleged to Section 10.2(a) or 10.2(b) shall be limited to responsible therefor, and by the amount of any Loss that remains after deducting therefrom (i) any insurance proceeds actually recovered by any Indemnified Party and (ii) any indemnity, contribution or other similar payment actually recovered by any Indemnified Party from any third party (including, without limitation, reinsurance recoverables), in each case Tax benefit realized with respect to such the Loss. The Indemnified Party Purchaser Indemnitees and the Seller Indemnitees shall use commercially reasonable efforts to collect all any amounts available under such insurance proceedscoverage and from such other Person alleged to have responsibility and to realize any Tax benefit with respect to the Loss. If a Purchaser Indemnitee or a Seller Indemnitee realizes a Tax benefit or receives an amount under insurance coverage or from such other Person with respect to Losses sustained at any time subsequent to any indemnification payment pursuant to this Article X, reinsurance recoverables then such Purchaser Indemnitee or Seller Indemnitee shall promptly reimburse the applicable Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification up to such amount realized or received by the Purchaser Indemnitee or the Seller Indemnitee, as applicable. i. Each Indemnified Party shall be obligated to use its commercially reasonable efforts to mitigate to the fullest extent practicable the amount of any Loss for which it is entitled to seek indemnification under this Article X, and indemnitythe Indemnifying Party shall not be required to make any payment to an Indemnified Party in respect of such Loss to the extent such Indemnified Party has failed to comply with the foregoing obligation. j. Upon making any indemnification payment under this Article X, contribution the Indemnifying Party will, to the extent of such payment, be subrogated to all rights of the Indemnified Party against any third party in respect of the Loss to which the payment relates; provided that until the Indemnified Party recovers full payment of its Loss, any and all claims of the Indemnifying Party against any such third party on account of said payment are hereby made expressly subordinated and subjected in right of payment to the Indemnified Party’s rights against such third party. Without limiting the generality of any other similar paymentsprovision hereof, each such Indemnified Party and Indemnifying Party shall duly execute upon request all instruments reasonably necessary to evidence and perfect the above-described subrogation and subordination rights. k. Neither Party shall have any right to set-off any Losses under this Article X against any payments to be made by such Party pursuant to this Agreement or any other agreement between the Parties.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10XVI, Seller agrees to the Company shall, indemnify, defend and hold harmless Buyer the Reinsurer and its Affiliates (including, after the Closing, the Insurance Companies), and their respective directors, officers, employees, agents, representativesRepresentatives, successors and assignsassigns (collectively, without duplication (the “Buyer Reinsurer Indemnified Parties,” and individually a “Buyer Indemnified Party”), ) from and against all liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Buyer Losses,” and individually a “Buyer Loss”) Losses incurred or suffered by any of the Buyer Reinsurer Indemnified Parties, directly or indirectly, by reason of or Parties to the extent arising out of or in connection with from: (i) any inaccuracy in or breach of any of the representations and warranties made by the Company contained in Article XV of Seller this Agreement; or (ii) any breach or failure by the Company to perform any of its covenants or obligations contained in this Agreement or in any certificate or other document delivered pursuant hereto (without regard failure by Hopmeadow Acquisition, Inc. to have obtained the Reinsurer’s prior written consent to any Knowledgeamendments, materiality modifications, terminations, waivers or Material Adverse Effect qualifications contained therein), (ii) any breach of any of the covenants and agreements of Seller contained in this Agreement, and (iii) any Actions set forth on Schedule 10.2; provided, however, that the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(i) for breach of representations and warranties made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject other supplements to the other provisions of this Agreement, in excess of the Deductible Amount. Notwithstanding anything else contained herein Reinsured Business Fundamental Representations or Reinsured Business Pre-Closing Covenants to the contrary, extent required under the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the CapBinder. (b) Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10XVI, Buyer agrees to the Reinsurer shall indemnify, defend and hold harmless Seller the Company and its Affiliates and their respective directors, officers, employees, agents, representativesRepresentatives, successors and assigns (the “Seller Indemnified Parties,” and individually a “Seller Indemnified Party; and together with the Buyer Indemnified Partiescollectively, the “Company Indemnified Parties,” and individually an “Indemnified Party”) from and against all liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Seller Losses,” and together with Buyer Losses, “Losses,” and individually a “Loss”), Losses incurred or suffered by any of the Seller Company Indemnified Parties, directly or indirectly, by reason of or Parties to the extent arising out of or in connection with from: (i) any breach of any of or inaccuracy in the representations and warranties made by the Reinsurer in Article XV of Buyer this Agreement; or (a) any breach or failure by the Reinsurer to perform any of its covenants or obligations contained in this Agreement Agreement. (c) The parties shall not be required to indemnify, defend or hold harmless any Indemnified Party against any Losses pursuant to Section 16.2(a)(i) or Section 16.2(b)(i) (other than Losses to the extent arising as a result of the inaccuracy or breach of any representation or warranty made by the Company in any certificate or other documents delivered pursuant hereto (without regard Section 15.1(a) and made by the Reinsurer in Section 15.2(a), as to which the limitations in this sentence shall not apply) with respect to any Knowledgeclaim (or series of related claims arising from substantially the same underlying facts, materiality events or Material Adverse Effect qualifications contained thereincircumstances) (i) with respect to Losses pursuant to Section 16.2(a)(i), until the aggregate amount of the Buyer Indemnified Parties’ Losses (as such terms are defined in the Stock and Asset Purchase Agreement), which shall be deemed to include (A) all Reinsurer Indemnified Parties’ Losses under Section 16.02(a)(i) hereto, (B) all Buyer Indemnified Parties’ Losses under Section 13.01(a)(i) of the Stock and Asset Purchase Agreement and (C) all Reinsurer Indemnified Parties’ Losses (as such terms are defined in the HLAIC Reinsurance Agreement) under Section 16.02(a)(i) of the HLAIC Reinsurance Agreement, exceeds $41,250,000, after which the Company shall, subject to the immediately succeeding sentence and unless not required under Section 16.2(d) hereof, be obligated to indemnify and hold harmless such Indemnified Parties against all Reinsurer Indemnified Parties’ Losses that in the aggregate are in excess of the $41,250,000 in Buyer Indemnified Parties’ Losses referred to above, and (ii) any breach with respect to Losses pursuant to Section 16.2(b)(i), until the aggregate amount of any (A) the Company Indemnified Parties’ Losses under Section 16.2(b)(i) hereto and (B) the Company Indemnified Parties’ Losses (as such terms are defined in the HLAIC Reinsurance Agreement),exceeds $12,000,000, after which the Reinsurer shall, subject to the immediately succeeding sentence, be obligated to indemnify and hold harmless such Indemnified Parties against all Losses of such Indemnified Parties that in the aggregate are in excess of such amount. The cumulative aggregate liability (A) of the covenants Company under Section 16.2(a)(i) of this Agreement and agreements of Buyer contained HLAIC under Section 16.2(a)(i) of the HLAIC Reinsurance Agreement shall in no event exceed $66,000,000, and (B) of the Reinsurer under Section 16.2(b)(i) of this Agreement and Section 16.2(b)(i) of the HLAIC Reinsurance Agreement shall in no event exceed $66,000,000. (i) The Company shall not be required to indemnify, defend or hold harmless any Reinsurer Indemnified Party against any Losses pursuant to Section 16.2(a)(i) except to the extent that the Company has recovered under the indemnification by Seller (as defined in the Stock and Asset Purchase Agreement) provided pursuant to Section 13.01(a)(i) of the Stock and Asset Purchase Agreement (or recovered from HFSG (as defined in the Stock and Asset Purchase Agreement) pursuant to Section 14.19 of the Stock and Asset Purchase Agreement) in the same or greater amount with respect to the same Losses (“Seller Indemnification Claim”) and in no event shall any indemnification payment made by the Company to the Reinsurer Indemnified Party exceed any indemnification payment received by the Company from the Seller under Section 13.01(a)(i) of the Stock and Asset Purchase Agreement (or recovered from HFSG (as defined in the Stock and Asset Purchase Agreement) pursuant to Section 14.19 of the Stock and Asset Purchase Agreement) with respect to the corresponding Seller Indemnification Claim; provided, however, that Seller if the Buyer Indemnified Parties have recovered $330 million pursuant to the indemnification provided pursuant to Section 13.01(a)(i) of the Stock and Asset Purchase Agreement and the requirements set forth in Section 16.2(c) of this Agreement have been satisfied, the requirements of this sentence shall not preclude an indemnification recovery by the Reinsurer Indemnified Party (subject to the other limitations set forth in this Agreement, including Section 16.2(c); provided, further, that any amounts (A) offset by Seller against indemnification payments due to the Company pursuant to the Stock and Asset Purchase Agreement or (B) recovered from a third Person not affiliated with Seller or the Company pursuant to Section 13.06(b) of the Stock and Asset Purchase Agreement, in each case, shall not be taken into account for purposes of determining the indemnification payment received by the Company from the Seller under Section 13.01(a)(i) of the Stock and Asset Purchase Agreement with respect to the corresponding Seller Indemnification Claim, except in the case of the foregoing clause (A) to the extent that there is a quantifiable, realizable and direct benefit to the Reinsurer and in such event the amount shall be entitled taken into account for purposes of determining such indemnification payment. (ii) If the facts and circumstances that underlie a Seller Indemnification Claim arise out of or relate solely to indemnification under Section 10.2(b)(i) for breach the Covered Liabilities (a “Covered Liability Seller Indemnification Claim”), the Company shall act as directed by the Reinsurer Indemnified Party regarding the pursuit, litigation and resolution of representations such Covered Liability Seller Indemnification Claim and warranties made by Buyer in Article 4 hereof only when shall not settle or compromise any such Covered Liability Seller Indemnification Claim except with the aggregate amount of all Seller Losses arising therefrom exceeds the Deductible Amount, in which case Seller Indemnified Parties shall be entitled to indemnification for all Seller Losses, in excess prior written consent of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Buyer shall be liable for Seller Losses under Section 10.2(b)(i) shall not exceed, in the aggregate, an amount equal to the CapReinsurer Indemnified Party; provided, however, that the Deductible Amount and Company shall have no obligations pursuant to this Section 16.2(d)(ii) unless the Cap shall not apply to limit any Seller Losses resulting from a breach or inaccuracy Reinsurer has promptly paid all of the representations Company’s costs and expenses, including reasonable attorneys’ fees, arising out of or warranties relating to pursuing such indemnification claim, as such costs and expenses are incurred. The Company shall permit counsel for the Reinsurer Indemnified Party to attend all significant internal meetings and all meetings with Representatives of Buyer plaintiffs, hearings and other proceedings relating to such Covered Liability Seller Indemnification Claim. The parties hereto shall make mutually available to each other all relevant information in Section 4.4 their possession relating to any Covered Liability Seller Indemnification Claim (Financing; Buyer’s Ability except to Consummate Transactionthe extent that such action would result in a loss of attorney-client privilege as to any material matter). For the purpose avoidance of claritydoubt, subject the parties acknowledge that the Company shall have no liability to the immediately preceding sentencea Reinsurer Indemnified Party for any Losses that such Reinsurer Indemnified Party may suffer, nothing sustain or otherwise incur in this Section 10.2(b) shall be interpreted to impose liability on Buyer for breaches respect of the representations and warranties outcome or consequences of Buyer under Article 4 in an aggregate amount greater than the CapCompany’s making any such Covered Liability Seller Indemnification Claim on the Reinsurer Indemnified Party’s behalf. (ciii) Required payments by any Indemnifying If the Company brings on its own behalf, for Losses relating to the business of the Company other than the Covered Liabilities, a claim under the Stock and Asset Purchase Agreement that is based on the same facts and circumstances that underlie a Covered Liability Seller Indemnification Claim (a “Related Seller Indemnification Claim”), the Company shall cooperate in pursuing, and the Reinsurer Indemnified Party pursuant to Section 10.2(a) or 10.2(b) shall be limited entitled to participate fully with the Company in, any such Related Seller Indemnification Claim. The Reinsurer Indemnified Party shall be entitled to participate in such Related Seller Indemnification Claim with internal counsel or with outside counsel (at its own expense) reasonably acceptable to the amount Company, and the Company shall permit counsel for the Reinsurer Indemnified Party to attend all significant internal meetings and all meetings with Representatives of any Loss that remains after deducting therefrom (i) any insurance proceeds actually recovered by any plaintiffs, hearings and other proceedings. Counsel for the Reinsurer Indemnified Party also shall be given a reasonable opportunity to comment upon and make recommendations with respect to all memoranda of law, pleadings and briefs and other documents relating to such Related Seller Indemnification Claim, and the Company and its counsel shall consider in good faith such comments and recommendations of counsel for the Reinsurer Indemnified Party and (ii) shall not unreasonably reject any indemnitysuch comments or recommendations after giving due consideration to the relative proportions in which the Company and the Reinsurer are affected by the Related Seller Indemnification Claim and any related Covered Liability Seller Indemnification Claim, contribution respectively, without taking into account any other disputes or other similar payment actually recovered by any matters under the Stock and Asset Purchase Agreement. The Reinsurer Indemnified Party from shall cooperate fully with the Company in the pursuit or settlement of such Related Seller Indemnification Claim. The parties hereto shall make mutually available to each other all relevant information in their possession relating to such Related Seller Indemnification Claim (except to the extent that such action would result in a loss of attorney-client privilege as to any third party (includingmaterial matter). In no event shall the Company be liable for any costs or expenses, without limitationincluding attorneys’ fees, reinsurance recoverables), in each case incurred by the Reinsurer Indemnified Party with respect to such Loss. The Indemnified Party shall use commercially reasonable efforts to collect all such insurance proceeds, reinsurance recoverables and indemnity, contribution and other similar paymentsthe matters contemplated in this subsection (iii).