Common use of Seller’s Indemnity Clause in Contracts

Seller’s Indemnity. Notwithstanding the Closing and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may have, Seller shall indemnify and hold Buyer, its respective affiliates, officers, directors, employees, agents, and representatives, and any Person claiming by or through any of them, as the case may be (each a "Buyer Indemnified Person"), harmless from and against any Losses arising out of or resulting from any of the following, provided that a claim for indemnity with respect -44- 50 to such Losses, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival period: (i) all refund liabilities due to subscribers for periods prior to the Closing that arise in connection with Rate Regulatory Matters or Rate Regulatory Reduction Orders; (ii) the business or operations of the System prior to the Closing Date (except for Assumed Liabilities for which an adjustment has been made at Closing and Permitted Liens), any failure by Seller to pay, perform or discharge any liabilities or obligations of Seller or the System not expressly assumed by Buyer pursuant to Section 2.8.1 hereof, and all claims and demands made in respect of any of the foregoing whether or not known or asserted at or prior to the Closing; (iii) any misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement or any Transaction Document; (iv) the Litigation described in SCHEDULE 3.7 hereto; and (v) any claim by the City of Huntsville or any other Person that, contrary to Paragraph 7 of the Huntsville Resolution, Buyer or any of its successors or assigns is required or alleged to be required to pay any franchise fees to the City of Huntsville for any period prior to the expiration of the City of Huntsville Franchise. provided, however, that the Seller shall not be liable under Section 9.2(iii) in respect of Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in which case the Seller will be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liable, in the aggregate, for all Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,000); provided, however, that such limitations and qualifications shall not apply in the case of Losses resulting from or arising out of the Seller's breach of its obligations under Sections 2.6.2, 2.10 and 2.13, Section 5.5, Section 12 and Section 13.4 hereof.

Seller’s Indemnity. Notwithstanding the Closing and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may have, Seller shall save, indemnify and hold Buyerharmless Buyer and its Affiliates and the successors, its respective affiliatesassigns, officers, directors, servants, employees, agentspartners, and representatives, and any Person claiming by or through agents of any of them, as them (the case may be (each a "Buyer Indemnified PersonParties"), harmless promptly upon demand at any time and from time to time, from and against any and all actions and claims asserted against any Buyer Indemnified Party, and shall reimburse the Buyer Indemnified Parties for any and all actual losses, Liabilities, damages, charges, Liens, deficiencies, or expenses of any nature including, without limitation, reasonable attorneys' fees ("Buyer's Losses"), to the extent that Buyer's Losses arising are incurred by or assessed against any Buyer Indemnified Party and arise out of or resulting from any of the following, provided that a claim for indemnity with respect -44- 50 to such Losses, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival periodresult from: (ia) all refund liabilities due to subscribers for periods prior to the Closing that arise inaccuracy in connection with Rate Regulatory Matters any respect of any representation or Rate Regulatory Reduction Orderswarranty made by Seller in any Operative Document; (iib) the business or operations of the System prior to the Closing Date (except for Assumed Liabilities for which an adjustment has been made at Closing and Permitted Liens), any failure by Seller to pay, perform or discharge observe any liabilities material term, condition, or obligations of Seller or the System not expressly assumed by Buyer pursuant to Section 2.8.1 hereof, and all claims and demands made in respect provision of any of the foregoing whether or not known or asserted at or prior to the Closing; (iii) any misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement or any Transaction Operative Document; (ivc) the Litigation described assertion against any Buyer Indemnified Party or the Assets of any claims, other than claims arising from the Assumed Liabilities, based upon the rights of any creditor, officer, director, employee, Agency, mortgagor, customer or agent of Seller, any of its Affiliates or prior parties in SCHEDULE 3.7 heretointerest; and (vd) the assertion against any claim by Buyer Indemnified Party or the City Assets of Huntsville or any other Person thatclaims based upon any Liabilities of Seller, contrary to Paragraph 7 of the Huntsville Resolution, Buyer or any of its successors Affiliates or assigns is required prior parties in interest or alleged to be required to pay any franchise fees Liabilities relating to the City operations, assets, or properties of Huntsville for Seller, any period of its Affiliates or prior to parties in interest, other than the expiration of the City of Huntsville FranchiseAssumed Liabilities. provided, however, that the Seller shall not be liable entitled to such indemnification under Section 9.2(iii6.1(c) in respect of Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars or ($200,000d) in which case the Seller will be liable for all such Losses up any matters related to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liable, in the aggregate, for all Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,000); provided, however, that such limitations and qualifications shall not apply in the case of Losses resulting from or arising out of the Seller's breach of its obligations under Sections 2.6.2, 2.10 and 2.13, Section 5.5, Section 12 and Section 13.4 hereofEnvironmental Laws.

Seller’s Indemnity. Notwithstanding the Closing and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may have, Seller shall indemnify indemnify, defend, protect and hold Buyer, its harmless BEA (and BEA's Subsidiaries and Affiliates and their respective affiliates, officers, directors, employeesstockholders, agents, employees and representatives, and any Person claiming by or through any of them, as agents the case may be (each a "Buyer Indemnified PersonBEA Indemnities"), harmless ) from and against any Losses arising and all losses, costs, expenses, liabilities, obligations, claims, demands, causes of action, suits, settlements and judgments of every nature, including the costs and expenses associated therewith and reasonable attorneys', consultants' and witness fees incurred in connection therewith ("BEA Damages"), which arise out of or resulting from any of the following, provided that a claim for indemnity with respect -44- 50 to such Losses, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival period: of: (i) all refund liabilities due the breach of any representation or warranty made by Seller under Article 3 of this Agreement (including the Seller Disclosure Schedule) or any certificate delivered by Seller pursuant to subscribers for periods prior to the Closing that arise in connection with Rate Regulatory Matters or Rate Regulatory Reduction Orders; this Agreement; (ii) the business non-performance, partial or operations total, of any covenant made by Seller pursuant to this Agreement; (iii) the conduct of the System Business prior to the Closing Date (except for Assumed Liabilities for which an adjustment has been made at Closing and Permitted Liens), in breach of any failure by Seller to pay, perform or discharge any liabilities or obligations of Seller or the System not expressly assumed by Buyer pursuant to Section 2.8.1 covenant set forth in Article 5 hereof, and all claims and demands made in respect of any of the foregoing whether or not known or asserted at or prior to the Closing; (iii) any misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement or any Transaction Document; (iv) the Litigation described in SCHEDULE 3.7 hereto; and (v) any claim by the City of Huntsville or any other Person that, contrary BEA Damages relating to Paragraph 7 of the Huntsville Resolution, Buyer or any of its successors or assigns is required or alleged to be required to pay any franchise fees to the City of Huntsville for any period prior to the expiration of the City of Huntsville Franchise. provided, however, that the Seller shall not be liable under Section 9.2(iii) in respect of Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in which case the Seller will be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liable, in the aggregate, for all Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,000); provided, however, that such limitations and qualifications shall not apply in the case of Losses resulting from or arising out of the Seller's matter set forth as Item 2 to Schedule 3.17.2 of the Seller Disclosure Schedule or the breach of its obligations under Sections 2.6.2the representations and warranties contained in that certain representation letter relating to the same matter dated as of the date hereof and delivered to BEA by Seller and the Founders; provided, 2.10 and 2.13that for purposes of determining the amount of BEA Damages for the breach of any representation, warranty or covenant in this Agreement that contains a materiality qualifier, such representation, warranty or covenant shall be deemed breached where the BEA Damages relating thereto, individually or in the aggregate, are in excess of $25,000 (which BEA Damages, once such $25,000 threshold has been surpassed, shall be included in full in determining whether the aggregate amount of BEA Damages exceeds the $250,000 limitation set forth in Section 5.5, Section 12 and Section 13.4 hereof8.6(a).

Seller’s Indemnity. Notwithstanding 11.2.1. During the Closing and regardless indemnification Survival Period (or thereafter solely with respect to any Indemnity Claim made prior to the expiration of any investigation made at any time by or on behalf of Buyer or any information Buyer may havethe applicable Survival Period), Seller and Shareholder shall indemnify and hold Buyerharmless Purchaser and its Affiliates from and against any and all demands, claims, losses, liabilities, actions or causes of action, assessments, actual damages (but excluding consequential damages such as lost profits and punitive damages), fines, Taxes, penalties, reasonable costs and expenses (including, without limitation, interest, reasonable expenses of investigation, reasonable fees and disbursements of counsel, accountants and other experts (whether such reasonable fees and disbursements of counsel, accountants and other experts relate to claims, actions or causes of action asserted by Purchaser against Seller or asserted by third parties)) (collectively "Losses") incurred or suffered by Purchaser, its Affiliates, and their respective affiliates, officers, directors, employees, agentsagents and Representatives, and representatives, and any Person claiming by or through any of them, as the case may be (each a "Buyer Indemnified Person"), harmless from and against any Losses arising out of, resulting from, or relating to: (a) Any breach of or resulting from any of the followingrepresentations or warranties made by Seller in this Agreement or in any agreement, provided that certificate, exhibit or other instrument delivered by the Seller pursuant to this Agreement; (b) Any failure by Seller to perform any of its covenants or agreements contained in this Agreement or in any agreement, certificate or other instrument delivered by the Seller pursuant to this Agreement; and (c) Any claims by third parties (including claims by other stockholders) arising from, relating to or out of (i) the ownership or operation of the System or the Assets prior to the Closing Date, or (ii) the execution or performance of this Agreement by Seller. 11.2.2. As collateral security for Sellers indemnification obligations under this Agreement, at the Closing, in accordance with Section 2.2 hereof, Purchaser shall deliver to the Escrow Agent, the Escrow Amount (as defined in Section 2.2), to be held in an interest bearing account pursuant to the terms of an escrow agreement, in substantially the form of SCHEDULE 11.2.2 attached hereto (the "Escrow Agreement"). The Escrow Amount shall be held by the Escrow Agent for a claim for indemnity with respect -44- 50 to such Losses, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date period of eighteen (18) months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival period: (i) all refund liabilities due to subscribers for periods prior to the Closing that arise in connection with Rate Regulatory Matters or Rate Regulatory Reduction Orders; (ii) the business or operations of the System prior to the Closing Date (except for Assumed Liabilities for which an adjustment has been made at Closing and Permitted Liens), any failure by Seller to pay, perform or discharge any liabilities or obligations of Seller or the System not expressly assumed by Buyer pursuant to Section 2.8.1 hereof, and all claims and demands made in respect of any of the foregoing whether or not known or asserted at or prior to the Closing; (iii) any misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement or any Transaction Document; (iv) the Litigation described in SCHEDULE 3.7 hereto; and (v) any claim by the City of Huntsville or any other Person that, contrary to Paragraph 7 of the Huntsville Resolution, Buyer or any of its successors or assigns is required or alleged to be required to pay any franchise fees to the City of Huntsville for any period prior to upon the expiration of which time the City Escrow Amount, plus any accrued but undistributed interest, shall be released to Seller, subject to a continuing hold back of Huntsville Franchisethe Escrow Amount for any asserted and outstanding indemnification claims at such time. providedNothing contained in this section 11.2.2 or in the Escrow Agreement shall limit in any way Seller's indemnification obligations under this Agreement; it being understood that if the Escrow Amount is not sufficient to satisfy such indemnifications obligations as set forth in this Agreement, however, that the then Seller shall not be liable under Section 9.2(iii) in respect of Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in which case the Seller will be remain liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liable, in the aggregate, for all Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,000); provided, however, that such limitations and qualifications shall not apply in the case of Losses resulting from or arising out indemnification obligations until expiration of the Seller's breach applicable Survival Periods and the absence of its obligations under Sections 2.6.2, 2.10 and 2.13, Section 5.5, Section 12 and Section 13.4 hereofany pending Indemnity Claims.

Seller’s Indemnity. Notwithstanding Subject to the Closing proviso in the final sentence of Section 9.1, the Seller hereby indemnifies the Buyer against and regardless agrees to hold it harmless from any and all damage, loss, liability and expense (including, without limitation, reasonable expenses of investigation and attorney's fees and expenses in connection with any investigation made at any time by action, suit or on behalf of proceeding brought against the Buyer) demanded, claimed or threatened in writing against the Buyer or any information incurred or suffered by the Buyer may have, Seller shall indemnify and hold Buyer, its respective affiliates, officers, directors, employees, agents, and representatives, and any Person claiming by or through any of them, as the case may be (each a "Buyer Indemnified Person"), harmless from and against any Losses arising out of or resulting from any of the following, provided that a claim for indemnity with respect -44- 50 to such Losses, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival period: (i) all refund liabilities due any action taken or omitted to subscribers for periods be taken by the Seller prior to the Closing that arise relating to the ownership or operation of the Branches or their business and properties prior to Closing, but excluding any damage, loss, liability or expense resulting from actions taken by the Seller at the written direction of the Buyer or resulting from defects in connection with Rate Regulatory Matters or Rate Regulatory Reduction Orders; title to the Branch Real Estate; (ii) any misrepresentation or breach of warranty, covenant or agreement made, contained in or to be performed by the business or operations of Seller pursuant to this Agreement, the System prior to the Closing Date (except for Assumed Liabilities for which an adjustment has been made at Closing and Permitted Liens), any failure by Seller to pay, perform or discharge any liabilities or obligations of Seller Schedules hereto or the System not expressly assumed by Buyer pursuant to Section 2.8.1 hereof, Seller's officer's certificate; and all claims and demands made in respect of any of the foregoing whether or not known or asserted at or prior to the Closing; (iii) any misrepresentation, breach claim or demand by any Branch employee of warranty, or nonfulfillment the Seller who shall not become an employee of the Buyer (except as may be the result of any agreement action or covenant on inaction of the part of Seller under this Agreement or any Transaction Document; (iv) the Litigation described in SCHEDULE 3.7 hereto; and (v) any Buyer). Any direct claim by the City of Huntsville or any other Person thatBuyer against the Seller, contrary as distinguished from a claim against the Buyer by a third party, shall be settled by arbitration pursuant to Paragraph 7 of the Huntsville Resolution, Buyer or any of its successors or assigns is required or alleged to be required to pay any franchise fees to the City of Huntsville for any period prior to the expiration of the City of Huntsville FranchiseSection 9.4. provided, however, that the The Seller shall not be liable under this Section 9.2(iii9.2 for any settlement effected without its consent (which consent shall not be unreasonably withheld) of any claim, litigation or proceeding in respect of Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in which case indemnity may be sought hereunder. The Buyer agrees to give prompt notice to the Seller will be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liable, in the aggregate, for all Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,000); provided, however, that such limitations and qualifications shall not apply in the case of Losses resulting from or arising out of the Seller's breach assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder. The Seller may, and at the request of the Buyer shall, participate in and control the defense of any such suit, action or proceeding at its obligations under Sections 2.6.2, 2.10 and 2.13, Section 5.5, Section 12 and Section 13.4 hereofown expense.

Seller’s Indemnity. Notwithstanding Subject to the Closing provisions of this Article 8 (including, without limitation, the provisions of Section 8.8 and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may haveSection 8.9), from and after Closing, Seller shall indemnify SHALL RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS Buyer and hold Buyerits Affiliates together with its and their managers, its respective affiliatesmembers, partners, officers, directors, employees, agents, and owners, representatives, consultants and any Person claiming by or through any of thememployees (collectively, as the case may be (each a "“Buyer Indemnified Person"), harmless Parties”) from and against any Losses arising out of or and all Claims caused by, resulting from or incidental to: 8.4.1 any breach of the representations and warranties of Seller contained in this Agreement; 8.4.2 any breach or failure to perform any covenant or obligation of Seller contained in this Agreement; 8.4.3 the payment, underpayment or nonpayment of royalties, overriding royalties, production payments, net profits payments, amounts owed to co-working interest owners, escheat obligations or other payments (other than any Suspense Funds for which Buyer received a reduction in the Purchase Price at Closing) directly related to the production of Hydrocarbons from the Property or the proper accounting or payment to parties for their interests in each, to the extent relating to the period of time prior to the Effective Time; 8.4.4 any liability of Seller, or otherwise imposed on the Properties, in respect of any Tax, including without limitation, any liability of Seller for the Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise, but excluding any Asset Taxes to the extent specifically allocated to Buyer pursuant to Article 9 or any Transfer Taxes; 8.4.5 all obligations of Seller or its Affiliates relating to the employment or service of any individuals by Seller or its Affiliates or the termination of employment or service of any individuals by Seller or its Affiliates, including all obligations and liabilities owed to any employees of Seller or its Affiliates arising under any employee benefit or welfare plan maintained by Seller or its Affiliates; 8.4.6 any contamination or condition that is the result of disposal or transportation by Seller or its Affiliates of any hazardous substances attributable to its ownership or operation of the Property to any commercial disposal facility not on the Property or lands pooled or unitized therewith and attributable to the period of time prior to the Effective Time; 8.4.7 any civil fines or penalties or criminal sanctions imposed on Seller or its Affiliates to the extent relating to any pre-Closing violation of law (excluding Environmental Laws (the sole remedy for the violation of which is addressed under Section 8.4.1 with respect to Section 3.2.13 and under Section 5.3)) by Seller or any of its Affiliates; 8.4.8 any personal injury or death related to Seller’s ownership or operation of the followingProperty, provided that a claim for indemnity with respect -44- 50 occurring on or attributable to such Losses, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival period: (i) all refund liabilities due to subscribers for periods Property and arising prior to the Closing Date; 8.4.9 any matters set forth on Schedule 3.2.1 and any matters that arise would have been set forth on such Schedule but for Seller’s breach of Section 3.2.1; 8.4.10 Seller’s or its Affiliates’ gross negligence or willful misconduct in connection with Rate Regulatory Matters the ownership or Rate Regulatory Reduction Orders; (ii) the business or operations operation of the System prior to Property through the Closing Date (except for Assumed Liabilities for which an adjustment has been made at Closing and Permitted Liens), any failure by Seller to pay, perform or discharge any liabilities or obligations of Seller or the System not expressly assumed by Buyer pursuant to Section 2.8.1 hereof, and all claims and demands made in respect of any of the foregoing whether or not known or asserted at or prior to the Closing; (iii) any misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement or any Transaction Document; (iv) the Litigation described in SCHEDULE 3.7 heretoDate; and (v) any claim by 8.4.11 the City of Huntsville or any other Person that, contrary to Paragraph 7 of the Huntsville Resolution, Buyer or any of its successors or assigns is required or alleged to be required to pay any franchise fees to the City of Huntsville for any period prior to the expiration of the City of Huntsville Franchise. provided, however, that the Seller shall not be liable under Section 9.2(iii) in respect of Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in which case the Seller will be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liable, in the aggregate, for all Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,000); provided, however, that such limitations and qualifications shall not apply in the case of Losses resulting from or arising out of the Seller's breach of its obligations under Sections 2.6.2, 2.10 and 2.13, Section 5.5, Section 12 and Section 13.4 hereofExcluded Assets.

Seller’s Indemnity. Notwithstanding the Closing Sellers shall, subject to Section 14.5, indemnify, hold harmless and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may have, Seller shall indemnify and hold Buyerdefend Purchaser, its Affiliates, and its respective affiliatessuccessors, permitted assigns, directors, shareholders, officers, directors, employees, agents, agents and representatives, and any Person claiming by or through any of them, as the case may be (each a "Buyer Indemnified Person"), harmless employees from and against all claims, losses, liabilities, demands, and obligations of any Losses nature whatsoever (including reasonable legal fees and expenses) (collectively, “Damages”) which Purchaser or any of its Affiliates or their respective successors, permitted assigns, directors, shareholders, officers, agents or employees shall receive, suffer or incur, arising out of or resulting from any of the following, provided that a claim for indemnity with respect -44- 50 to such Losses, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival periodfrom: (ia) Any liability of Sellers not assumed by Purchaser hereunder; (b) The breach of any representation or warranty made by a Seller in this Agreement; (c) The breach of any covenant made by a Seller in this Agreement; or (d) Except for Assumed Liabilities, all refund other liabilities due including those under all pension and welfare benefit plans (as defined in Sections 3(l) and (2) of ERISA), or any supplemental unemployment benefit, deferred compensation, or other employee benefit plan of Sellers or their Affiliates with respect to subscribers for any and all periods prior to and subsequent to the Closing that arise Date, including without limitation, all liabilities under ERISA, any liabilities for any accumulated funding deficiency as such term is defined in connection Section 302 of ERISA and Section 412 of the Code and for any liability to the Pension Benefit Guaranty Corporation, the IRS, participants, beneficiaries, employees, or any other public or private person, incurred with Rate Regulatory Matters respect to or Rate Regulatory Reduction Orders;attributable to any plan of Sellers. (iie) Any actions taken or omitted to be taken by the business Sellers on or operations of the System prior to the Closing Date and relating to the Branches and the operations of the Sellers at the Branches (except for Assumed Liabilities for which an adjustment has been made at Closing other than claims, losses, liabilities, demands and Permitted Liensobligations related to the condition of the Fixed Assets, Branches or Real Property, as set forth in Section 6.11(a) and (b), any failure ). (f) Any and all taxes and expenses to be paid by Seller to pay, perform or discharge any liabilities or obligations of Seller or the System not expressly assumed by Buyer Sellers pursuant to Section 2.8.1 hereofSections 4.1 and 16.1, and all claims and demands made in respect of including without limitation, those arising upon subsequent audit by any of the foregoing whether taxing authority, including any interest or not known or asserted at or prior to the Closing; (iii) any misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement or any Transaction Document; (iv) the Litigation described in SCHEDULE 3.7 hereto; and (v) any claim by the City of Huntsville or any other Person that, contrary to Paragraph 7 of the Huntsville Resolution, Buyer or any of its successors or assigns is required or alleged to be required to pay any franchise fees to the City of Huntsville for any period prior to the expiration of the City of Huntsville Franchise. provided, however, that the Seller shall not be liable under Section 9.2(iii) in respect of Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in which case the Seller will be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liable, in the aggregate, for all Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,000); provided, however, that such limitations and qualifications shall not apply in the case of Losses resulting from or arising out of the Seller's breach of its obligations under Sections 2.6.2, 2.10 and 2.13, Section 5.5, Section 12 and Section 13.4 hereofpenalties.

Seller’s Indemnity. Notwithstanding the Closing and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may haveSeller hereby agrees to indemnify, Seller shall indemnify defend and hold harmless Buyer, and its respective affiliatespartners, members, officers, shareholders, directors, employeesemployees and agents (collectively, agents, and representatives, and any Person claiming by or through any of them, as the case may be (each a "Buyer Indemnified PersonBUYER INDEMNIFIED PARTIES"), harmless ) from and against any Losses arising out and all losses, liabilities, fines and penalties and damages (including, without limitation, any damages or injury to persons, property or the environment as provided hereunder), or actions or claims in respect thereof (including, without limitation, amounts paid in settlement and reasonable cost of or investigation, reasonable attorneys' fees and other legal expenses), resulting from any of third party claims (based upon the followingallegations set forth in such claims and whether or not ultimately successful) to which Buyer and/or the other Buyer Indemnified Parties may become subject or which Buyer and/or the other Buyer Indemnified Parties may suffer or incur, provided that a claim for indemnity either directly or indirectly, insofar as such losses, liabilities or damages (or actions or claims in respect thereof) arise out of, are with respect -44- 50 to such Lossesto, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival periodor are based upon: (i) all refund liabilities due to subscribers for periods prior to the Closing that arise Seller's breach of any representation or warranty set forth in connection with Rate Regulatory Matters or Rate Regulatory Reduction Ordersthis Agreement; (ii) Seller's default in the business or operations performance of the System prior any of Seller's covenants set forth in this Agreement; (iii) Seller's failure to the Closing Date (except for Assumed Liabilities for which an adjustment has been made at Closing satisfy and Permitted Liens), any failure by Seller to pay, perform or discharge any liabilities or and all obligations of Seller under the Ground Lease, the Loan Documents or the System not expressly assumed by Buyer pursuant any Contracts to Section 2.8.1 hereof, and all claims and demands made in respect of which Seller is bound which obligations relate to any of the foregoing whether or not known or asserted at or time period prior to the Closing; (iiiiv) Seller's failure to fully satisfy and discharge any misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant on the part and all obligations of Seller under this Agreement regarding any current or former employees of Seller including, without limitation, any Transaction Documentobligations of Seller for the payment of wages, salaries, benefits and other compensation; (iv) the Litigation described in SCHEDULE 3.7 hereto; and (v) any claim Any obligations, liabilities or charges of Seller not expressly assumed by the City of Huntsville or any other Person that, contrary to Paragraph 7 Buyer; or (vi) The operation and management of the Huntsville Resolution, Buyer Property (including any liabilities incurred with respect thereto) at any time on or any of its successors or assigns is required or alleged to be required to pay any franchise fees to the City of Huntsville for any period prior to the expiration of the City of Huntsville Franchise. provided, however, that the Seller shall not be liable under Section 9.2(iii) in respect of Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in which case the Seller will be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liable, in the aggregate, for all Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,000); provided, however, that such limitations and qualifications shall not apply in the case of Losses resulting from or arising out of the Seller's breach of its obligations under Sections 2.6.2, 2.10 and 2.13, Section 5.5, Section 12 and Section 13.4 hereofClosing Date.

Seller’s Indemnity. Notwithstanding the Closing and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may have, Seller shall indemnify and hold Buyer, harmless Purchaser and its respective affiliates, officers, directors, employees, agents, successors and representatives, and any Person claiming by or through any of them, as the case may be (each a "Buyer Indemnified Person"), harmless from and against any Losses arising out of or resulting from any of the following, provided that a claim for indemnity with respect -44- 50 to such Losses, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months assigns after the Closing Date unless a longer survival period is specified against and in Section 9.1, in which case the end of such applicable survival periodrespect of: (ia) any loss, damage, cost, expense or liability (including reasonable attorneys' fees) resulting to Purchaser from any false, misleading or inaccurate representation, breach of warranty or nonfulfillment of any agreement or condition on the part of Seller or CytRx under this Agreement or from any misrepresentation in or any omission from any certificate, list, schedule or other instrument to be furnished to Purchaser hereunder. For purposes of this Section 5.2(a), all such representations, warranties, covenants and agreements shall be deemed to have been made without any qualification as to materiality or Material Adverse Effect except as to Sections 6.8(a) and 6.12; (b) all refund liabilities due and obligations of Seller and CytRx (other than those expressly assumed by Purchaser pursuant to subscribers for periods Section 2.3 hereof), of any kind or nature whatsoever, whether accrued, absolute, fixed, contingent, including without limitation the Excluded Liabilities; (c) any loss, damage, cost or penalty incurred by Purchaser as a result of non-compliance by Seller or CytRx, including those which commence after the Closing Date with any applicable bulk transfer or similar law or by virtue of common law, statute or regulation imposing or attempting to impose transferee liability on Purchaser; (d) any claims, actions, suits or proceedings by present or former employees or shareholders of Seller or CytRx involving or relating to the transactions contemplated by this Agreement which arise on or prior to the Closing that arise in connection with Rate Regulatory Matters or Rate Regulatory Reduction OrdersDate; (iie) the business or operations of the System prior all claims, actions, suits, proceedings, demands, assessments, judgments, costs and expenses incident to the Closing Date (except for Assumed Liabilities for which an adjustment has been made at Closing and Permitted Liens), any failure by Seller to pay, perform or discharge any liabilities or obligations of Seller or the System not expressly assumed by Buyer pursuant to Section 2.8.1 hereof, and all claims and demands made in respect of any of the foregoing whether or not known reflected or asserted disclosed on any Schedule which arise from the conduct of the Business or the ownership or condition of the properties owned or leased by Seller or CytRx prior to the Closing Date or from the acts or omission of the employees or agents of Seller or CytRx at or prior to the Closing; (iii) any misrepresentationClosing Date, breach of warranty, or nonfulfillment of any agreement or covenant on including those which commence after the part of Seller under this Agreement or any Transaction Document; (iv) the Litigation described in SCHEDULE 3.7 heretoClosing Date; and (vf) any claim by the City of Huntsville or any other Person that, contrary to Paragraph 7 of the Huntsville Resolution, Buyer or any of its successors or assigns is required or alleged to be required to pay any franchise fees to the City of Huntsville for any period prior to the expiration of the City of Huntsville Franchise. provided, however, that the Seller shall not be liable under Section 9.2(iii) in respect of Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in damages which case the Seller will be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liable, in the aggregate, for all Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,000); provided, however, that such limitations and qualifications shall not apply in the case of Losses resulting from or arising arise out of the Seller's breach of its obligations under Sections 2.6.2, 2.10 and 2.13, Section 5.5, Section 12 and Section 13.4 hereofor relate to fraud in connection with this Agreement committed by Seller or CytRx.

Seller’s Indemnity. Notwithstanding the Closing and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may have, Seller shall save, defend, indemnify and hold Buyerharmless Buyer and its Affiliates and the successors, its respective affiliatesassigns, officers, directors, servants, employees, agents, partners and representatives, and any Person claiming by or through agents of any of them, as them (the case may be (each a "“Buyer Indemnified Person"Parties”), harmless promptly upon demand at any time and from time to time, from and against any and all actions and claims asserted against any Buyer Indemnified Party and shall reimburse the Buyer Indemnified Parties for any and all losses, Liabilities, damages, charges, Liens, deficiencies or expenses of any nature including reasonable attorneys' fees (“Buyer's Losses”), to the extent and only to the extent that Buyer's Losses arise out of or result from: (a) the inaccuracy of any representation or warranty made by Seller in this Agreement; (b) any failure of Seller to have complied with any and all Applicable Requirements with respect to the Origination Business or the Pipeline Mortgage Loans; (c) the failure by Seller to perform or observe any term, covenant or agreement set forth in this Agreement; (d) Excluded Liabilities; (e) the assertion against any Buyer Indemnified Party or the Assets of any Claims, other than Claims in respect of the Assumed Liabilities, based upon the rights, acts or omissions of any creditor, officers, director, employee or agent of Seller or any of its Affiliates prior to the Closing Date, including in connection with Seller’s conduct of the Origination Business and ownership of the Assets, regardless of when such assertion is made; (f) the assertion against any Buyer Indemnified Party or the Assets of any Claims arising out of or resulting from any the conduct of the following, provided that a claim for indemnity with respect -44- 50 Origination Business prior to such Losses, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after 12:01 a.m. on the Closing Date unless Date, other than the Assumed Liabilities, regardless of when such assertion is made; (g) any Claim by Milestone Advisors, LLC or any other broker or agent who might be entitled to a longer survival period is specified fee or commission in Section 9.1, in which case connection with the end of such applicable survival period:transactions contemplated hereby; (h) any non-compliance by Seller with any fraudulent conveyance laws; and (i) all refund liabilities due to subscribers for periods prior to the Closing that arise employee selection and employment offer process in connection with Rate Regulatory Matters Buyer’s offer of employment to Transferred Employees (including any claim of discrimination or Rate Regulatory Reduction Orders; (ii) the business or operations of the System prior other illegality in such selection and offer process), to the Closing Date (except for Assumed Liabilities for which an adjustment has been made at Closing and Permitted Liens), extent any failure by Seller to pay, perform or discharge any liabilities or obligations of Seller or the System not expressly assumed by Buyer pursuant to Section 2.8.1 hereof, and all claims and demands made in respect of any of the foregoing whether or not known or asserted at or prior to the Closing; (iii) any misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement or any Transaction Document; (iv) the Litigation described in SCHEDULE 3.7 hereto; and (v) any claim by the City of Huntsville or any other Person that, contrary to Paragraph 7 of the Huntsville Resolution, Buyer or any of its successors or assigns is required or alleged to be required to pay any franchise fees to the City of Huntsville for any period prior to the expiration of the City of Huntsville Franchise. provided, however, that the Seller shall not be liable under Section 9.2(iii) in respect of Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in which case the Seller will be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liable, in the aggregate, for all Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,000); provided, however, that such limitations and qualifications shall not apply in the case of Losses resulting from or arising Loss arises out of the Seller's breach of its obligations under Sections 2.6.2, 2.10 and 2.13, Section 5.5, Section 12 and Section 13.4 hereof’s wrongful act or omission.

Seller’s Indemnity. Notwithstanding (a) Except as provided in subsection (b) herein, for a period of three (3) years from the Closing and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may haveDate, Seller shall indemnify indemnify, defend and hold BuyerPurchaser, its respective affiliatesaffiliates (including without limitation, Company), and their directors, officers, directors, employees, agentsattorneys, and representatives, and any Person claiming by or through any of them, as the case may be (each a "Buyer Indemnified Person"), agents harmless from and against any Losses and all liabilities, losses, damages, claims, causes of action, costs and expenses (collectively "Claims") (including, without limitation, reasonable attorneys' fees and expenses and court costs), whether known or unknown, whether suit is instituted or not, and, if instituted, whether at any trial and appellate level, for the period prior to the Closing, arising out of, relating to or as a result of: (a) Company's and/or Seller's ownership or operation of Company or resulting from the Practice, including any defects in title; (b) any other actions or omissions of the following, provided that a claim for indemnity with respect -44- 50 to such Losses, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival period: (i) all refund liabilities due to subscribers for periods Company prior to the Closing that arise Date; (c) any default or breach by Company or Seller of any representation, warranty or any other material term or condition in this Stock Purchase Agreement (including the exhibits and attachments) or any ancillary agreement, document, or certificate to be delivered in connection with Rate Regulatory Matters or Rate Regulatory Reduction Orders; this Stock Purchase Agreement; (iid) the conduct of Company's business on or operations prior to the date of the System Closing, including, without limitation, any litigation now existing or hereafter arising from such conduct occurring on or prior to the Closing Date Date, (except for Assumed Liabilities for which an adjustment has been made at Closing and Permitted Liens), e) any failure by Seller to pay, perform or discharge any liabilities or obligations of Seller or the System not expressly assumed by Buyer pursuant to Section 2.8.1 hereof, and all claims and demands made in respect of any inaccuracy of the foregoing whether Company Financial Statements; and (f) any act, conduct, omission or not known commitment of Company or asserted at Seller occurring on or prior to the Closing Date, which may hereafter be asserted against Company or Seller, whether or not unknown, unasserted or undiscovered by Purchaser as of Closing;, but only to the extent not actually reimbursed to Purchaser by insurance and only in an amount up to $1,000,000, exclusive of any amounts in the Reserve Account. Purchaser agrees that with respect to any matter for which Seller has the foregoing obligations, Purchaser shall first attempt to satisfy the amount owed by Seller out of the Reserve Account. Without limiting the generality of the foregoing, with respect to the measurement of damages, the Purchaser shall have the right to be put in the same financial position as it would have been in had the representations and warranties of Seller been true and correct, had each of the covenants of Company and Seller been performed in full, and had Company and Seller paid, discharged and performed all of the liabilities and obligations of the Seller. (b) Notwithstanding the foregoing, the three year duration of Seller's indemnification and the limit of $1,000,000 in amount set forth in subsection (a) above shall not apply to Claims related to (i) fraud, (ii) tax liabilities, (iii) any misrepresentation, breach a violation of warrantystate or federal statutes or regulations governing the practice of medicine, or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement or any Transaction Document; (iv) the Litigation described in SCHEDULE 3.7 hereto; and (v) any claim by the City Claims of Huntsville or any other Person that, contrary to Paragraph 7 which Seller was aware as of the Huntsville ResolutionClosing Date that were not disclosed to Purchaser, Buyer or any of its successors or assigns is required or alleged to be required to pay any franchise fees to the City of Huntsville for any period prior to the expiration of the City of Huntsville Franchise. provided, however, that the Seller which Claims shall not be liable under Section 9.2(iii) in respect of Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in which case the Seller will be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liable, in the aggregate, for all Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,000); provided, however, that such limitations and qualifications shall not apply in the case of Losses resulting from or arising out of the Seller's breach of its obligations under Sections 2.6.2, 2.10 and 2.13, Section 5.5, Section 12 and Section 13.4 hereofsurvive indefinitely.

Seller’s Indemnity. Notwithstanding Subject to Section 1.4 and the Closing and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may havefurther provisions hereof, Seller shall defend, indemnify and hold Buyer, its respective affiliates, and its/their directors, officers, directors, employees, agentscontractors, and representativesrepresentatives (which additional parties, and any Person claiming by or through any of themtogether with Buyer, are hereinafter collectively referred to as the case may be (each a "“Buyer Indemnified Person"), Parties”) harmless from and against any Losses and all Claims arising from, out of or resulting from any of in connection with, or otherwise relating to: (a) to the following, provided that a claim for indemnity with respect -44- 50 extent attributable to such Losses, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival period: (i) all refund liabilities due to subscribers for periods prior to the Closing that arise Effective Time, (i) the payment, underpayment or nonpayment of royalties by Seller on production from or attributable to Seller’s interest in connection with Rate Regulatory Matters the Leases, Units and Wxxxx, or Rate Regulatory Reduction Orders; the proper accounting or payment to parties for their interests therein, (ii) the business payment, underpayment or operations nonpayment by Seller of property, ad valorem or severance taxes relating to the Assets, and (iii) the ownership or operation of the System Assets; (b) any inaccuracy of any representation or warranty of Seller set forth in this Agreement (and for the purposes of this Section 3.3(b)(b), any materiality qualifier contained in the representations and warranties set forth in Section 5.1 shall be interpreted to include any claim or item reasonably valued at more than Twenty-Five Thousand and No/100 Dollars ($25,000.00)); (c) Seller’s breach of, or failure to perform or satisfy, any of its covenants and obligations hereunder; and (d) any Environmental Defect, as defined in Section 7.2, attributable to the Assets and the periods prior to the Closing Date (except for Assumed Liabilities for which an adjustment has been made at Closing and Permitted Liens), any failure by Seller to pay, perform or discharge any liabilities or obligations of Seller or the System not expressly assumed by Buyer pursuant to Section 2.8.1 hereof, and all claims and demands made in respect of any of the foregoing whether or not known or asserted at or prior to the Closing; (iii) any misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement or any Transaction Document; (iv) the Litigation described in SCHEDULE 3.7 hereto; and (v) any claim by the City of Huntsville or any other Person that, contrary to Paragraph 7 of the Huntsville Resolution, Buyer or any of its successors or assigns is required or alleged to be required to pay any franchise fees to the City of Huntsville for any period prior to the expiration of the City of Huntsville FranchiseEffective Date. provided, however, that the Seller shall not be liable to the Buyer Parties under this Section 9.2(iii3.3(b) with respect to any Claim unless (i) the amount of the Claim resulting from any separate fact, condition or event that constitutes a Claim is in respect excess of Losses unless $25,000 (the “Individual Indemnification Threshold”) and (ii) the aggregate amount of such Losses exceeds Two Hundred Thousand all Claims meeting the Individual Indemnification Threshold is in excess of One Million and No/100 Dollars $1,000,000 ($200,000) in which case the “Aggregate Indemnification Threshold”). Once the Aggregate Indemnification Threshold has been met, Seller will shall then only be liable for all those Claims exceeding the Aggregate Indemnification Threshold, excluding such Losses up Claims as were aggregated to a maximum aggregate amount reach the Aggregate Indemnification Threshold. Notwithstanding anything herein to the contrary, the cumulative obligation of Fifteen Million Dollars ($15,000,000). Seller will be liable, in the aggregate, for all Losses to Buyer Parties under this Section 9.2 up 3.3(b) will be limited to the Indemnity Amount and will be payable solely from the Escrow Account. Seller’s obligation to indemnify the Buyer Parties pursuant to this Section 3.3(b) will expire with respect to any Claim for which a maximum amount Buyer Party has not provided notice to Seller as provided in Section 3.3(d) on or prior to 5:00 p.m., Shreveport, Louisiana time, on the day that is one (1) year following the Closing Date (the “Closing Period Termination Date”). The foregoing will not limit the rights of Sixty Five Million Dollars ($65,000,000Buyer Parties to proceed against the Seller as provided herein after the Closing Period Termination Date with respect to Claims for which a Buyer Party has provided notice to Seller as provided in Section 3.3(d); provided, however, that such limitations and qualifications shall not apply in the case of Losses resulting from or arising out of the Seller's breach of its obligations under Sections 2.6.2, 2.10 and 2.13, Section 5.5, Section 12 and Section 13.4 hereof.

Seller’s Indemnity. Notwithstanding (a) The Seller and the Closing Stockholder hereby jointly and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may have, Seller shall severally agree to indemnify and hold Buyerthe Buyer and its Affiliates, its their respective affiliatesdirectors, officers, directors, employees, agents, counsel and representatives, representatives and any Person claiming by or through any all of them, as their successors and assigns (the case may be (each a "“Buyer Indemnified Person"), Indemnitees”) harmless from and against against, and agree to defend promptly the Buyer Indemnitees from and reimburse the Buyer Indemnitees for, any Losses arising out and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as “Losses”), that the Buyer Indemnitees may at any time suffer or incur, or become subject to, as a result of or resulting from any of the following, provided that a claim for indemnity with respect -44- 50 to such Losses, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival period: connection with: (i) all refund liabilities due to subscribers for periods prior to the Closing that arise in connection with Rate Regulatory Matters any breach or Rate Regulatory Reduction Orders; (ii) the business or operations of the System prior to the Closing Date (except for Assumed Liabilities for which an adjustment has been made at Closing and Permitted Liens), any failure by Seller to pay, perform or discharge any liabilities or obligations of Seller or the System not expressly assumed by Buyer pursuant to Section 2.8.1 hereof, and all claims and demands made in respect inaccuracy of any of the foregoing whether representations and warranties made by the Seller or not known the Stockholder in or asserted at pursuant to this Agreement or prior in any certificate or other document delivered pursuant to this Agreement; (ii) any failure of the Closing; Seller or the Stockholder to carry out, perform, satisfy and discharge any of its or his covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the documents and instruments delivered by the Seller or the Stockholder pursuant to this Agreement; and (iii) any misrepresentationRetained Liabilities; provided, however, that the Buyer Indemnitees shall have the right to be indemnified, held harmless from, defended or reimbursed under this Section 9.1(a) in respect of (A) a claim under Section 9.1(a)(i), other than a claim based on a breach of warrantythe representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.4, 4.1, 4.2 and 4.3 (as to which no time limit shall apply) and 3.15 (as to which such right must be asserted on or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement or any Transaction Document; (iv) the Litigation described in SCHEDULE 3.7 hereto; and (v) any claim by the City of Huntsville or any other Person that, contrary to Paragraph 7 of the Huntsville Resolution, Buyer or any of its successors or assigns is required or alleged to be required to pay any franchise fees to the City of Huntsville for any period prior to before 60 days after the expiration of the City applicable statute of Huntsville Franchiselimitations for the underlying Tax claim, taking into account any extension thereof), only if such right is asserted (whether or not such Losses have actually been incurred) within eighteen (18) months of the Closing Date. Any provision herein to the contrary notwithstanding, no claim may be made under Section 3.26 with regard to a breach of a representation or warranty after the period, if any, applicable to any underlying representation or warranty. (b) In the event a claim is made by a third party against the Buyer Indemnitees that is covered by the indemnity provisions of Section 9.1 (a) of this Agreement, notice shall be given promptly by the Buyer Indemnitees to the Seller. Provided that the Seller and the Stockholder admit in writing to the Buyer Indemnitees that they are liable under the indemnity provisions of Section 9.1 (a) hereof, the Seller and the Stockholder shall have the right to contest and defend by all appropriate legal proceedings such claim and to control all settlements (unless the Buyer Indemnitees agree to assume the cost of settlement and to forgo such indemnity) and to select lead counsel to defend any and all such claims at the sole cost and expense of the Seller and the Stockholder; provided, however, that the Seller shall and the Stockholder may not be liable under Section 9.2(iii) effect any settlement, adjustment or compromise that would result in respect any cost, expense or liability to the Buyer Indemnitees not covered by the indemnity obligations of Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in which case the Seller will be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liable, in or the aggregate, for all Losses Stockholder under this Section 9.2 up Agreement unless either (i) the Buyer Indemnitees consent in writing to a maximum amount of Sixty Five Million Dollars such settlement or ($65,000,000)ii) the Seller and the Stockholder agree to indemnify fully the Buyer Indemnitees therefor; provided, howeverfurther, that such limitations and qualifications shall not apply in neither the case Seller nor the Stockholder will have any liability with respect to any admission of Losses resulting from liability or arising out any settlement, adjustment or compromise of a claim made or effected without their written consent unless both: (A) the Buyer has theretofore given the Seller at least ten (10) business days prior written notice of the Seller's breach claim, accompanied by reasonable supporting detail of its obligations under Sections 2.6.2such claim and the Buyer’s request for indemnity for such claim; and (B) the Seller and the Stockholder have heretofore failed to give notice to the Buyer (within twenty (20) business days of receipt of notice of such claim) of their election to assume the defense of such claim as provided above. The Buyer Indemnitees may select counsel to participate in any defense, 2.10 in which event the Buyer Indemnitees’ counsel shall be at their own sole cost and 2.13expense. In connection with any such claim, Section 5.5action or proceeding, Section 12 the parties shall cooperate with each other and Section 13.4 hereofprovide each other with access to relevant books and records in their possession.

Seller’s Indemnity. Notwithstanding the Closing and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may have, Seller shall agrees to indemnify and hold Buyer, its respective affiliatespartners, members, shareholders, officers, directors, employees, agentsdirectors and employees (the "Indemnitees") from and against, and representativesto defend and hold them harmless from and against, any claim, loss, cost, liability, damage, expense, fees or fines (including reasonable attorneys' fees and any Person claiming costs), or actions with respect thereto, only if the same are direct (and not consequential) but regardless of whether foreseeable, unforeseeable, past, present or future (collectively, "Claims"), asserted against, incurred or suffered by Buyer in connection with, related to or arising from: (i) the acts, events or omissions of Seller or anyone acting by or through any of them, as the case may be (each a "Buyer Indemnified Person"), harmless from and against any Losses arising out of or resulting from any of the following, provided that a claim for indemnity with respect -44- 50 to such Losses, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival period: (i) all refund liabilities due to subscribers for periods prior to the Closing that arise in connection with Rate Regulatory Matters or Rate Regulatory Reduction Orders; (ii) the business or operations of the System occurring prior to the Closing Date (except for Assumed Liabilities other than with respect to claims for which an adjustment has been Seller is indemnified pursuant to the provisions of this Agreement); (ii) any litigation instituted prior to the Closing Date; (iii) the breach (whether committed prior to or after Closing) of any of the covenants set forth herein but only if any such Claim is made at within the Survival Period; (iv) the Leases and the Contracts, in connection with, arising from or related to, acts, events or omissions of Seller or anyone acting by or through Seller occurring prior to the Closing Date but only if any such Claim is made within the Survival Period; and Permitted Liens), (v) the untruth or inaccuracy of any failure of the representations and warranties made by Seller in this Agreement in any material respect subject to paythe limitation in Section 6.2. Notwithstanding the foregoing, perform nothing contained herein shall require Seller to indemnify any Indemnitee for Claims arising as a result of the negligence or discharge any liabilities willful misconduct of such Indemnitee. The obligations of Seller to indemnify, defend and pay pursuant to this Section shall be the joint and several obligations of Seller and Estein & Associates USA, Ltd. (the "Indemnity Guarantor") and Buyer may look to either or obligations both of Seller or the System not expressly assumed by Buyer pursuant to Section 2.8.1 hereofIndemnity Guarantor for the satisfaction of such obligations, and all claims and demands made in respect of any of the foregoing whether or not known or asserted at or prior subject however to the Closing; (iii) any misrepresentation, breach limitation of warranty, or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement or any Transaction Document; (iv) the Litigation described liability identified in SCHEDULE 3.7 hereto; and (v) any claim by the City of Huntsville or any other Person that, contrary to Paragraph 7 of the Huntsville Resolution, Buyer or any of its successors or assigns is required or alleged to be required to pay any franchise fees to the City of Huntsville for any period prior to the expiration of the City of Huntsville Franchise. provided, however, that the Seller shall not be liable under Section 9.2(iii) in respect of Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in which case the Seller will be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liable, in the aggregate, for all Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,000); provided, however, that such limitations and qualifications shall not apply in the case of Losses resulting from or arising out of the Seller's breach of its obligations under Sections 2.6.2, 2.10 and 2.13, Section 5.5, Section 12 and Section 13.4 12.2 hereof.

Seller’s Indemnity. Notwithstanding From and after Closing, each party constituting Seller agrees to indemnify, defend (with Purchaser having the Closing right to retain counsel for the purpose of participating in such defense, at its sole cost and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may have, Seller shall indemnify expense) and hold Buyer, Purchaser and its respective affiliates, officers, directors, employees, agentsstockholders, affiliates, members, heirs, successors and representatives, and any Person claiming by or through any of them, as the case may be assigns (each a "Buyer “Purchaser Indemnified Person"), Party”) harmless from and against the following: (a) Except to the extent that Purchaser receives a credit therefor on the Closing Statement, any and all obligations, liabilities, claims, accounts, demands, liens or encumbrances losses, damages, debts, judgments, orders, awards, claims, fines, penalties, costs, and expenses (including reasonable legal or accounting fees or expenses) (collectively, “Losses”), whether direct or contingent and no matter how arising, in any way related to the Property and arising or accruing on or before the Closing Date or in any way related to or arising from any act, conduct, omission, contract or commitment of any party constituting Seller or any predecessor in interest of any party constituting Seller, at any time or times on or before the Closing Date; (b) Any Losses arising out of or incurred by a Purchaser Indemnified Party resulting from any inaccuracy in or breach of any representation or warranty of any party constituting Seller under this Agreement, or under any document or agreement delivered pursuant to this Agreement, where the following, provided that a claim for indemnity with respect -44- 50 to total losses or damages from such Losses, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before inaccuracies and breaches exceed the date eighteen months after the Closing Date unless a longer survival period is specified Basket Amount as defined in Section 9.1, in which case the end of such applicable survival period: (i) all refund liabilities due to subscribers for periods prior to the Closing that arise in connection with Rate Regulatory Matters or Rate Regulatory Reduction Orders13.3 below; (iic) the business Any Losses incurred by a Purchaser Indemnified Party resulting from any breach or operations of the System prior to the Closing Date (except for Assumed Liabilities for which an adjustment has been made at Closing and Permitted Liens), default by any failure by party constituting Seller to pay, perform or discharge any liabilities or obligations of Seller or the System not expressly assumed by Buyer pursuant to Section 2.8.1 hereof, and all claims and demands made in respect of any of the foregoing whether Obligation (other than any representation or not known or asserted at or prior to the Closing; (iiiwarranty) any misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement or under any Transaction Documentdocument or agreement delivered pursuant to this Agreement; (ivd) The amount of the Litigation described in SCHEDULE 3.7 heretoTenant Deposits or other residents’ property held by Seller or Property Manager, if any, transferred to Purchaser at Closing did not represent the full amount of such Tenant Deposits or other property shown to have been delivered to Seller or Property Manager, or for claims which arise from actions or omissions of Seller or Property Manager with respect to any Tenant Deposit or other resident property prior to the Closing Date; and (ve) All costs and expenses, including reasonable attorneys’ fees, related to any claim by the City of Huntsville actions, suits or judgments incident to any other Person that, contrary to Paragraph 7 of the Huntsville Resolutionforegoing. Notwithstanding the foregoing, Buyer or any of its successors or assigns is required or alleged under no circumstances shall Seller’s obligations to be required to pay any franchise fees to indemnify Purchaser exceed the City of Huntsville for any period prior to the expiration of the City of Huntsville Franchise. provided, however, that the Seller shall not be liable under Cap as defined in Section 9.2(iii) in respect of Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in which case the Seller will be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liable, in the aggregate, for all Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,000); provided, however, that such limitations and qualifications shall not apply in the case of Losses resulting from or arising out of the Seller's breach of its obligations under Sections 2.6.2, 2.10 and 2.13, Section 5.5, Section 12 and Section 13.4 hereof13.3 below.

Seller’s Indemnity. Notwithstanding Each of the Closing Sellers (collectively, the "Indemnifying Parties") hereby jointly and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may have, Seller shall severally agrees to indemnify and hold Buyerthe Buyer and the Xxxx Group entities, its respective affiliates, their officers, directorsdirectors and shareholders and their successors and permitted assigns (each, employees, agents, and representatives, and any Person claiming by or through any of them, as the case may be (each a an "Buyer Indemnified PersonParty"), harmless from and against against, any Losses arising out and all losses, damages, costs, expenses, liabilities, obligations, claims of any kind, including, without limitation, reasonable attorneys' fees and other legal costs and expenses and diminution in value, whether or not involving a third party claim (hereinafter referred to collectively as "Losses"), that any Indemnified Party may at any time suffer or incur, or become subject to, as a result of or resulting from in connection with: (i) any breach or inaccuracy of any of the following, provided that a claim for indemnity with respect -44- 50 representations and warranties made by the Sellers in or pursuant to such Losses, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified this Agreement (other than those contained in Section 9.13.19(c), in which case (d), (e), (f), (k) and (l); (ii) any failure of the end Sellers to (or to cause any of such applicable survival period: the Company or its Subsidiaries to) carry out, perform, satisfy and discharge any of their covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the documents and instruments delivered by the Company, its Subsidiaries, the Sellers pursuant to this Agreement; (iiii) all refund liabilities due the Retained Liabilities; (iv) the fees and obligations described on Schedule 3.25; (v) environmental-related Losses to subscribers for periods the extent arising from the operation of the business or ownership of the Real Property or Assets by the Company or any of its Subsidiaries prior to the Closing that arise in connection with Rate Regulatory Matters or Rate Regulatory Reduction Orders; Date, including, without limitation, those matters listed on Schedule 8.02(a)(v); (iivi) Losses arising from the business or operations of matters set forth on Schedule 8.02(a)(vi); and (vii) Losses arising from the System prior to the Closing Date (except for Assumed Liabilities for which an adjustment has been made at Closing and Permitted Liens), any failure by Seller to pay, perform or discharge any liabilities or obligations of Seller or the System not expressly assumed by Buyer pursuant to Section 2.8.1 hereof, and all claims and demands made in respect of any of the foregoing whether or not known or asserted at or prior to the Closing; (iii) any misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant matters set forth on the part of Seller under this Agreement or any Transaction Document; (iv) the Litigation described in SCHEDULE 3.7 hereto; and (v) any claim by the City of Huntsville or any other Person that, contrary to Paragraph 7 of the Huntsville Resolution, Buyer or any of its successors or assigns is required or alleged to be required to pay any franchise fees to the City of Huntsville for any period prior to the expiration of the City of Huntsville Franchise. provided, however, that the Seller shall not be liable under Section 9.2(iii) in respect of Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in which case the Seller will be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liable, in the aggregate, for all Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,000Schedule 8.02(a)(vii); provided, however, that such limitations and qualifications the Indemnifying Parties shall not apply be required to indemnify and hold the Indemnified Parties harmless (A) pursuant to Section 8.02(a)(i) or (ii) unless such right is asserted (whether or not the Losses have actually been incurred) by written notice to the Indemnifying Parties within 18 months of the Effective Time describing with specificity the facts giving rise to the asserted right (unless such right is asserted pursuant to the representations, warranties, covenants or obligations made in (x) Section 3.27 in which event such right is asserted in the case of same manner (whether or not the Losses resulting from or arising out have actually been incurred) within five (5) years of the Seller's Effective Time, (y) Section 3.26 in which event such right is asserted in the same manner (whether or not the Losses have actually been incurred) prior to 90 days after the expiration of the applicable statute of limitations relating to any Tax, or (z) Section 3.04 and Section 3.07(b) in which event there shall be no time limitation on when each right is asserted) or (B) pursuant to Section 8.02(a)(v) or (vi) unless such right is asserted in the same manner (whether or not the Losses have actually been incurred) within five (5) years of the Effective Time of Closing; provided, further, that the Indemnifying Parties shall not be required to indemnify the Indemnified Parties under Section 8.02(a)(i) or (ii) unless and until the amount of all Losses for which indemnification is sought with respect to Sections 8.02(a)(i) and (ii) hereof shall exceed $500,000, and, thereafter, the Indemnifying Parties shall indemnify the Indemnified Parties for all additional Losses in excess of $500,000 with respect to Sections 8.02(a)(i) and (ii); provided, further, however, that no Indemnifying Party shall have any obligation to indemnify the Indemnified Parties under Section 8.02(a)(i), (ii), (v), (vi), or (vii) for any Losses that, when added to all Losses for which indemnification is sought pursuant to Section 8.02(a)(i), 8.02(a)(ii), 8.02(a)(v), 8.02(a)(vi) and 8.02(a)(vii) of this Agreement, exceed $20,000,000 (except that any Losses incurred by the Indemnified Parties as a result of the breach of its the representations, warranties or covenants made by Sellers in Section 3.04 or 3.07(b) shall be indemnifiable without regard to the $500,000 and $20,000,000 limits and any Losses incurred by the Indemnified Parties as a result of the breach of the representations, warranties, covenants or obligations under Sections 2.6.2made by Sellers in Section 3.26, 2.10 and 2.133.27, Section 5.58.02(a)(v), Section 12 and Section 13.4 hereof8.02(a)(vi) or (vii), shall be indemnifiable without regard to the $500,000 limit but shall be subject to the $20,000,000 limit).

Seller’s Indemnity. Notwithstanding the Closing and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may have, (a) Seller shall indemnify and hold Buyer, its respective affiliates, officers, directors, employees, agents, and representatives, and any Person claiming by or through any of them, as the case may be (each a "Buyer Indemnified Person"), harmless from and against and shall defend promptly Buyer from and reimburse Buyer for any Losses arising out and all losses, damages, costs, expenses, liabilities, obligations, and claims of any kind (including, without limitation, reasonable attorneys' fees and other costs and expenses) (collectively, "Damages") which Buyer may at any time suffer or incur, or become subject to, as a result of or resulting from any of the following, provided that a claim for indemnity with respect -44- 50 to such Losses, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival periodconnection with: (i) all refund liabilities due any breach of this Agreement or inaccuracy of any of the representations and warranties made by Seller in or pursuant to subscribers for periods prior to the Closing that arise in connection with Rate Regulatory Matters or Rate Regulatory Reduction Ordersthis Agreement; (ii) the business or operations of the System prior to the Closing Date (except for Assumed Liabilities for which an adjustment has been made at Closing and Permitted Liens), any failure by Seller to paycarry out, perform or perform, satisfy, and discharge any liabilities of its covenants, agreements, undertakings, liabilities, or obligations of Seller under this Agreement or the System not expressly assumed by Buyer pursuant to Section 2.8.1 hereof, and all claims and demands made in respect of under any of the foregoing whether documents delivered by Seller pursuant to this Agreement; 34 (iii) the Retained Liabilities; (iv) except for the Assumed Liabilities, the ownership, occupation, and/or operation of the Business by Seller, the Purchased Assets or any property occupied or used by Seller in connection with the Business, prior to the Closing; (v) noncompliance by Seller, TMI, USORTHO, the Business of Seller, the Purchased Assets, the US Purchased Assets or any property occupied or used by Seller with any Law, required specification, Environmental Law, or the infringement of property rights of others; (vi) any Environmental Claim arising out of conditions existing as of or prior to the Closing at the Premises, former properties owned or occupied by Seller, or present or former off-site disposal locations used by Seller; (vii) any remedial action reasonably taken by Buyer to prevent an Environmental Claim or to achieve compliance with any Environmental Laws with which Seller is not known or asserted at in compliance on or prior to the Closing; (iiiviii) any misrepresentation, breach other Environmental Claim with respect to the conduct of warranty, or nonfulfillment of any agreement or covenant on the part Business of Seller under this Agreement as of or any Transaction Documentprior to the Closing; (ivix) noncompliance with any bulk sales laws in connection with the Litigation described in SCHEDULE 3.7 heretosale of the Purchased Assets, if applicable; and (vx) any claim suit, action or other proceeding brought by the City any governmental authority or person arising out of Huntsville or any other Person that, contrary to Paragraph 7 of the Huntsville Resolutionmatters referred to in this Section 8.1(a) of this Agreement. (b) Buyer shall promptly notify Seller of any claim, Buyer demand, action, or any of its successors or assigns is required or alleged to be required to pay any franchise fees to the City of Huntsville proceeding for any period prior to the expiration of the City of Huntsville Franchise. provided, however, that the Seller shall not be liable under Section 9.2(iii) in respect of Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in which case the Seller indemnification will be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liable, in the aggregate, for all Losses sought under this Section 9.2 up 8.1 of this Agreement and, if such claim, demand, action, or proceeding is a third party claim, demand, action, or proceeding, Seller shall have the right at their expense to assume the defense thereof using counsel reasonably acceptable to Buyer. Buyer shall have the right to participate, at its own expense, with respect to any such third party claim, demand, action, or proceeding. In connection with any such third party claim, demand, action, or proceeding, Buyer and Seller shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action, or proceeding shall be settled without the prior written consent of Buyer and Seller. If a firm written offer is made to settle any such third party claim, demand, action, or proceeding and Buyer refuses to consent to such settlement, then: (i) Seller shall be excused from, and Buyer shall be solely responsible for, all further defense of such third party claim, demand, action, or proceeding; and (ii) the maximum liability of Seller relating to such third party claim, demand, action, or proceeding shall be the amount of Sixty Five Million Dollars ($65,000,000); provided, however, that the proposed settlement if the amount thereafter recovered from Buyer on such limitations and qualifications shall not apply in the case of Losses resulting from or arising out of the Seller's breach of its obligations under Sections 2.6.2, 2.10 and 2.13, Section 5.5, Section 12 and Section 13.4 hereof.third 35

Seller’s Indemnity. Notwithstanding the Closing and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may haveSeller hereby agrees to indemnify, Seller shall indemnify defend and hold harmless Buyer, and its respective affiliatespartners, members, officers, shareholders, directors, employeesemployees and agents (collectively, agents, and representatives, and any Person claiming by or through any of them, as the case may be (each a "Buyer Indemnified PersonBUYER INDEMNIFIED PARTIES"), harmless ) from and against any Losses arising out and all losses, liabilities, fines and penalties and damages (including, without limitation, any damages or injury to persons, property or the environment as provided hereunder), or actions or claims in respect thereof (including, without limitation, amounts paid in settlement and reasonable cost of or investigation, reasonable attorneys' fees and other legal expenses), resulting from any of third party claims (based upon the followingallegations set forth in such claims and whether or not ultimately successful) to which Buyer and/or the other Buyer Indemnified Parties may become subject or which Buyer and/or the other Buyer Indemnified Parties may suffer or incur, provided that a claim for indemnity either directly or indirectly, insofar as 39 44 such losses, liabilities or damages (or actions or claims in respect thereof) arise out of, are with respect -44- 50 to such Lossesto, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival periodor are based upon: (i) all refund liabilities due to subscribers for periods prior to the Closing that arise Seller's breach of any representation or warranty set forth in connection with Rate Regulatory Matters or Rate Regulatory Reduction Ordersthis Agreement; (ii) Seller's default in the business or operations performance of the System prior any of Seller's covenants set forth in this Agreement; (iii) Seller's failure to the Closing Date (except for Assumed Liabilities for which an adjustment has been made at Closing satisfy and Permitted Liens), any failure by Seller to pay, perform or discharge any liabilities or and all obligations of Seller under the Ground Lease, the Loan Documents or the System not expressly assumed by Buyer pursuant any Contracts to Section 2.8.1 hereof, and all claims and demands made in respect of which Seller is bound which obligations relate to any of the foregoing whether or not known or asserted at or time period prior to the Closing; (iiiiv) Seller's failure to fully satisfy and discharge any misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant on the part and all obligations of Seller under this Agreement regarding any current or former employees of Seller including, without limitation, any Transaction Documentobligations of Seller for the payment of wages, salaries, benefits and other compensation; (iv) the Litigation described in SCHEDULE 3.7 hereto; and (v) any claim Any obligations, liabilities or charges of Seller not expressly assumed by the City of Huntsville or any other Person that, contrary to Paragraph 7 Buyer; or (vi) The operation and management of the Huntsville Resolution, Buyer Property (including any liabilities incurred with respect thereto) at any time on or any of its successors or assigns is required or alleged to be required to pay any franchise fees to the City of Huntsville for any period prior to the expiration of the City of Huntsville Franchise. provided, however, that the Seller shall not be liable under Section 9.2(iii) in respect of Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in which case the Seller will be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liable, in the aggregate, for all Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,000); provided, however, that such limitations and qualifications shall not apply in the case of Losses resulting from or arising out of the Seller's breach of its obligations under Sections 2.6.2, 2.10 and 2.13, Section 5.5, Section 12 and Section 13.4 hereofClosing Date.

Seller’s Indemnity. Notwithstanding the Closing Sellers shall, jointly and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may haveseverally, Seller shall indemnify and hold Buyer, harmless Buyer and its respective affiliates, officers, directors, employeesofficers and employees from and against all expenses, agentsclaims, and representativescosts, and any Person claiming by damages or through any of themliabilities, as the case may be including reasonable attorneys' fees (each a an "Buyer Indemnified PersonExpense"), harmless from and against any Losses arising out of or resulting from any of the following, provided that a claim for indemnity with respect -44- 50 relating to such Losses, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival period: (i) all refund liabilities due to subscribers for periods prior to the Closing that arise untruth or inaccuracy of any representation or warranty made by any of Sellers or the Herberts in connection with Rate Regulatory Matters or Rate Regulatory Reduction Orders; this Agreement, (ii) any breach of Sellers' or Herberts' covenants contained herein, (iii) the business existence, operations or operations other conduct of the System prior to the Closing Date (except for Assumed Liabilities for which an adjustment has been made at Closing and Permitted Liens), any failure by Seller to pay, perform or discharge any liabilities or obligations of Seller Sellers or the System not expressly assumed by Buyer pursuant to Section 2.8.1 hereof, and all claims and demands made in respect of any of the foregoing whether or not known or asserted at or Herberts prior to the Closing; (iii) , including without limitation, any misrepresentationliabilities arising under federal or state environmental laws and liabilities arising under federal or state plant closing, breach of warrantyemployee termination or similar laws, or nonfulfillment of any agreement or covenant on except to the part of Seller under this Agreement or any Transaction Document; extent the same are assumed hereunder, (iv) the Litigation any and all claims, obligations, liabilities or other amounts paid or incurred by Buyer described in SCHEDULE 3.7 hereto; and Section 4.02(b) hereof and (v) any claim by the City of Huntsville or and all actions, suits, proceedings, demands, assessments, judgments, costs and legal fees and other expenses associated with any other Person that, contrary to Paragraph 7 of the Huntsville Resolutionforegoing. Without in any way limiting the remedies of Buyer hereunder, Buyer or shall be entitled to offset any Indemnified Expense against any of its successors or assigns is required or alleged the payments of Purchase Price to be required made to pay any franchise fees Sellers under Article IV of this Agreement and/or against payments under the Consulting Agreement described in Section 4.03. Sellers shall have no obligation to the City of Huntsville for any period prior indemnify Buyer with respect to the expiration an Indemnified Expense unless notice of the City Indemnified Expense is provided to Sellers on or before the seventh anniversary of Huntsville Franchise. the Closing Date; provided, however, that the Seller shall not be liable under Section 9.2(iii) in respect of Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in which case the Seller will be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liable, in the aggregate, for all Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,000); provided, however, that such limitations and qualifications foregoing limitation shall not apply in the case of Losses to Indemnified Expenses resulting from federal, state or arising out local tax liability of Sellers or the Seller's breach of its obligations under Sections 2.6.2, 2.10 and 2.13, Section 5.5, Section 12 and Section 13.4 hereofHerberts relating to any period ended on or before Closing.

Seller’s Indemnity. Notwithstanding Seller and each of the Closing Shareholders severally and regardless not jointly (not exceeding the product of any investigation made at any time the respective person’s percentage of the Stock Consideration set forth on Exhibit A multiplied by or on behalf of Buyer or any information Buyer may have, Seller shall the Indemnification Cap) agree to indemnify and hold Buyer, harmless Purchaser and its respective affiliates, officers, directors, managers, partners, shareholders, members, employees, agentscontractors, attorneys, representatives, successors, and representatives, and any Person claiming by or through any of them, as assigns (the case may be (each a "Buyer Indemnified Person"), harmless “Purchaser Indemnitees”) from and against any Losses arising and all costs, losses, liabilities, damages, litigation, claims, costs, and expenses, including reasonable attorneys’ fees and other expenses of investigation and defense (collectively, “Damages”) to which Purchaser Indemnitees may become subject or which are incurred in connection with, arise out of of, result from, or resulting from are attributable to any breach of the followingterms of this Agreement or any certificate or other document delivered hereunder or pursuant hereto by Seller, provided that a claim for indemnity with respect -44- 50 to such Lossesincluding, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival period: (i) all refund liabilities due to subscribers for periods prior to the Closing that arise in connection with Rate Regulatory Matters or Rate Regulatory Reduction Orders; (ii) the business or operations of the System prior to the Closing Date (except for Assumed Liabilities for which an adjustment has been made at Closing and Permitted Liens)without limitation, any breach of any representation or warranty made by Seller or the failure by Seller to pay, perform or discharge any liabilities or obligations of Seller or the System not expressly assumed by Buyer pursuant to Section 2.8.1 hereof, and all claims and demands made in respect of any of the foregoing whether covenants or not known obligations contained in this Agreement or asserted at in any certificate or prior other document delivered hereunder or pursuant this Agreement. In addition, Seller will indemnify and hold harmless the Purchaser Indemnitees for any Damages to which the Purchaser Indemnitees may become subject or which are incurred in connection with, arise out of, result from, or are attributable to: (i) any breach by the operation of Seller before Closing and/or any use of the Assets before Closing; ; (ii) any fraud or intentional misrepresentation of Seller, (iii) any misrepresentationand all taxes, breach of warrantyfines, or nonfulfillment of any agreement or covenant on the part interest and/or penalties of Seller under this Agreement for all taxable periods ending on or any Transaction Document; before Closing; (iv) the Litigation described in SCHEDULE 3.7 heretoany and all taxes, fines, interest and/or penalties for failure to pay taxes imposed on Seller as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which taxes relate to an event or transaction occurring before or on Closing; and or (v) any claim by and all taxes, fines, interest and/or penalties for failure to pay taxes imposed on the City of Huntsville or any other Person that, contrary Purchaser Indemnitees related to Paragraph 7 the tax treatment of the Huntsville Resolution, Buyer or any of its successors or assigns is required or alleged to be required to pay any franchise fees to the City of Huntsville for any period prior to the expiration purchase of the City of Huntsville Franchise. provided, however, that the Seller shall not be liable under Section 9.2(iii) in respect of Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in which case the Seller will be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liable, in the aggregate, for all Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,000); provided, however, that such limitations and qualifications shall not apply in the case of Losses resulting from or arising out of the Seller's breach of its obligations under Sections 2.6.2, 2.10 and 2.13, Section 5.5, Section 12 and Section 13.4 hereofAssets.

Seller’s Indemnity. Notwithstanding the Closing and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may have, 6.1 The Seller shall undertakes to indemnify and hold Buyerkeep indemnified the Purchaser, its respective affiliates, officers, directors, employees, agents, Affiliates and representatives, the Company (the "INDEMNIFIED PARTIES") against all claims by third parties (other than any subsequent purchaser or purchasers of either the Sale Shares or the business or assets of the Company and any Person claiming by their successors in title or through any of them, as the case assigns) giving rise to Adverse Consequences which may be (each a "Buyer Indemnified Person")paid, harmless from and against any Losses arising out of suffered or resulting from incurred by any of the followingIndemnified Parties or to which any of the Indemnified Parties may become subject and which arise as a result of the operation of the Business by the Company prior to Completion (unless and to the extent that the circumstances giving rise to the Adverse Consequences were fairly disclosed in the Disclosure Letter) and including without limitation those Adverse Consequences arising: (a) as a result of the failure by the Company to comply with relevant and legally enforceable corporate or other laws, provided that a claim for indemnity rules, ordinances or regulations with respect -44- 50 to such Lossesthe operations of the Business prior to Completion; (b) as a result of the failure by the Company to obtain required relevant governmental permits, specifying such claim licences, consents or other authorisations with respect to the operation of the Business prior to Completion; (c) from or with respect to any breach of contract, tort or product liability or otherwise arising from, or with respect to, the operation of the Business prior to Completion and asserted by any third party; and (d) from or with respect to any suit, action, arbitration, charge, governmental investigation, claim, litigation or proceedings affecting the Business or the Company. Provided that the indemnity contained in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival periodthis Clause 6 shall not apply to: (i) all refund liabilities due expressly assumed by the Purchaser pursuant to subscribers for periods prior to this agreement or the Closing that arise in connection with Rate Regulatory Matters or Rate Regulatory Reduction Orders;Implementation Agreements; or (ii) the business or operations of the System prior to the Closing Date (except for Assumed Liabilities for which an adjustment has extent that such liabilities have been made at Closing and Permitted Liens), any failure by Seller to pay, perform or discharge any liabilities or obligations of Seller or taken into account in establishing the System not expressly assumed by Buyer pursuant to Section 2.8.1 hereof, and all claims and demands made in respect of any of the foregoing whether or not known or asserted at or prior to the Closing;Final Consideration; or (iii) any misrepresentationEnvironmental Liabilities, breach of warrantyany failure or omission to obtain or comply with Environmental Authorisations, any failure or nonfulfillment omission to comply with any Environmental Laws or any claim by any person in respect of any agreement or covenant on matter concerning the part of Seller under this Agreement or any Transaction Document;Environment (indemnity for which is provided in sub-Clause 9.2 and Schedule 5); or (iv) the Litigation described in SCHEDULE 3.7 hereto; and Taxation (v) any claim by the City of Huntsville or any other Person that, contrary to Paragraph 7 of the Huntsville Resolution, Buyer or any of its successors or assigns indemnity for which is required or alleged to be required to pay any franchise fees to the City of Huntsville for any period prior to the expiration of the City of Huntsville Franchise. provided, however, that the Seller shall not be liable under Section 9.2(iii) in respect of Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in which case the Seller will be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liable, provided in the aggregate, for all Losses under this Section 9.2 up to a maximum amount Tax Deed of Sixty Five Million Dollars ($65,000,000Covenant); provided, however, that such limitations and qualifications shall not apply in the case of Losses resulting from or arising out of the Seller's breach of its obligations under Sections 2.6.2, 2.10 and 2.13, Section 5.5, Section 12 and Section 13.4 hereof.or

Seller’s Indemnity. Notwithstanding the Closing and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may haveSeller hereby agrees to save, Seller shall protect, defend, indemnify and hold Buyer, its respective affiliates, officers, directors, employees, agents, harmless Purchaser and representatives, and any Person claiming by or through any of them, as the case may be (each a "Buyer Indemnified Person"), harmless Purchaser’s Indemnitees from and against any Losses and all loss, damage, claim, cause of action, cost or expense or any other Liabilities, incurred by Purchaser or its Indemnitees by reason of (i) any material breach of any of the representations and warranties made by Seller in this Agreement or Seller’s covenants in Article X, subject in each instance, to the terms of this Agreement, including, but not limited to, the provisions of Section 5.03, (ii) subject to the terms and conditions of Article XII and Sections 7.01(g) and (h), any Liability imposed upon Purchaser or its Indemnitees relating to the employment of the Employees by Manager for the period prior to the Closing Date, except to the extent arising out of or resulting from relating to the Purchaser’s or any of its Indemnitees’ breach of the followingterms, provided conditions and obligations of Article XII or Sections 7.01(g) or (h), (iii) events, contractual obligations, acts or omissions of Seller that a claim for indemnity occur or accrue prior to Closing in connection with the ownership of the Property, including without limitation, debts, obligations and/or Liabilities of Seller, its Affiliates or Manager which may exist with respect -44- 50 to such Losses, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end employment or termination of such applicable survival period: (i) all refund liabilities due to subscribers for periods any Employees that arise prior to the Closing that arise in connection with Rate Regulatory Matters Closing, or Rate Regulatory Reduction Orders; (ii) the business or operations of the System prior which are attributable to the Closing Date (except for Assumed Liabilities for which an adjustment has been made at Closing and Permitted Liens)termination of such Employees by Seller, any failure by Seller to pay, perform its Affiliates or discharge any liabilities or obligations of Seller or the System not expressly assumed by Buyer pursuant to Section 2.8.1 hereof, and all claims and demands made in respect of any of the foregoing whether or not known or asserted Manager at or prior to Closing, except to the Closing; (iii) any misrepresentationextent that such debts, breach of warrantyobligations and/or Liabilities are covered by a credit against the Purchase Price, or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement or any Transaction Document; (iv) damage to property or injury to or death of any person or any claims for any debt or obligations occurring on or about or in connection with the Litigation described Property or any portion thereof or with respect to the Property’s operations at any time or times prior to Closing, but specifically excluding (w) any Liabilities caused by breaches of covenants of Purchaser which, by the terms of this Agreement, survive Closing, (x) any Liabilities consisting of liabilities or obligations for which Purchaser received a credit at Closing, (y) any Liabilities consisting of contractual liabilities or obligations which Purchaser expressly assumed at Closing and (z) any Liabilities incurred in SCHEDULE 3.7 hereto; and relation to the physical condition of the Property (including without limitation, the environmental condition of the Real Property) other than Liabilities resulting from injury to or death of any person prior to Closing resulting from the physical condition (but not environmental condition) of the Property, and (v) any claim by the City of Huntsville or any other Person that, contrary to Paragraph 7 of the Huntsville Resolution, Buyer or any of its successors or assigns is required or alleged to be required to pay any franchise fees to the City of Huntsville for any period prior to the expiration of the City of Huntsville Franchise. provided, however, that the Seller shall not be liable under Section 9.2(iii) in respect of Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in which case the Seller will be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liable, as set forth in the aggregate, for all Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,000); provided, however, that such limitations and qualifications shall not apply indemnification provisions in the case of Losses resulting from or arising out of the Seller's breach of its obligations under Sections 2.6.2, 2.10 and 2.13, Section 5.5, Section 12 and Section 13.4 hereofArticle XIV.

Seller’s Indemnity. Notwithstanding the Closing and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may have, Seller shall hereby agrees to indemnify and hold Buyer, its Affiliates and their respective affiliates, officers, directors, employeesmanagers, agentsmembers, employees and representativesagents (collectively, and any Person claiming by or through any of them, as the case may be (each a "Buyer Indemnified PersonParties") harmless from and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, any and all losses, damages, costs, diminution in value, expenses, liabilities, obligations and claims of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), harmless from and against that the Buyer Indemnified Parties may at any Losses arising out time suffer or incur, or become subject to, as a result of or resulting from in connection with (i) any breach or inaccuracy of any of the following, provided representations and warranties made by Seller in or pursuant to this Agreement (it being understood that a claim for indemnity with respect -44- 50 to such Losses, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival period: (i) all refund liabilities due to subscribers for periods prior to the Closing that arise "except for" clause in connection with Rate Regulatory Matters or Rate Regulatory Reduction Orders; Section 6.4 hereof and (ii) the business or operations any waiver by Buyer of the System prior condition to the Closing Date (except set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for Assumed Liabilities for which an adjustment has been a breach or inaccuracy of a representation or warranty made at Closing and Permitted Liensby Seller), (ii) any failure by Seller to payperform any of its covenants and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform or discharge any liabilities of its covenants or obligations set forth herein), (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller or the System not expressly assumed by Buyer pursuant to Section 2.8.1 hereofthe Contracts, the performance by Seller under the Contracts and all claims and demands made in respect the conduct of any of the foregoing whether or not known or asserted at or its U.S. Display Business prior to the Effective Time of Closing; (iii) any misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement or any Transaction Document; (iv) product warranty claims asserted by customers of the Litigation described in SCHEDULE 3.7 hereto; and U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any claim by the City other liability of Huntsville Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or any other Person that, contrary to Paragraph 7 of the Huntsville Resolution, Buyer or any of its successors or assigns is required or alleged to be required to pay have become, a liability of Buyer under any franchise fees to the City applicable bulk sales law, under any doctrine of Huntsville for any period prior to the expiration de facto merger or successor liability, or otherwise by operation of the City of Huntsville Franchise. provided, however, that the Seller shall not be liable under Section 9.2(iii) in respect of Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in which case the Seller will be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liable, in the aggregate, for all Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,000Law); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect of the representations and warranties made by Seller unless such right to indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods: (1) with respect to the representations and warranties set forth in Section 3.6 and 3.8 hereof, on or before March 31, 2002; (2) with respect to the representations and warranties set forth in Section 3.19 hereof, within 36 months after the Closing Date; (3) with respect to the representations and warranties set forth in Sections 3.12 and 3.13 hereof, insofar as they related to compliance with Tax Laws and ERISA, within 30 days after expiration of the applicable statute of limitations with respect to the underlying Law which forms the basis of such claim (including all extensions thereof agreed to with Tax authorities); (4) with respect to the representations and qualifications warranties set forth in Section 3.2 and the first two sentences of Section 3.4 hereof, without time limitations; and (5) with respect to all other representations and warranties set forth in Article III hereof, on or before March 31, 2003. Notwithstanding the foregoing, Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) in respect of the representations and warranties made by Seller or pursuant to Section 8.1((a))(iv) hereof with respect to Product Warranty Claims unless and until the amount of all Losses for which indemnification is sought hereunder first exceeds $250,000, in which event all Losses in excess of such amount shall be subject to indemnification. Seller’s aggregate obligation pursuant to Section 8.1((a))(i) and Section 8.1((a))(iv) shall in no event exceed an amount equal to thirty percent (30%) of the Final Purchase Price. The amounts for which Seller shall be liable under Section 8.1((a)) hereof shall be net of any insurance proceeds received by the Buyer Indemnified Parties in connection with the facts giving rise to the right of indemnification (less any retroactive insurance premiums or other premium increase, where such increase results directly from the filing or payment of any insurance claim related thereto). In the event a claim or demand by or from a third party against any Buyer Indemnified Party arises that is covered by the indemnity provisions of Section 8.1((a)) of this Agreement, notice shall be promptly given by the Buyer Indemnified Party to Seller. The failure of the Buyer Indemnified Party to promptly notify Seller shall not relieve Seller of any indemnification obligation hereunder except to the extent Seller demonstrates that the defense of such claim or demand is materially prejudiced by the failure to give such notice; provided, however, that this sentence shall not apply in to notices given after the case of Losses resulting from or arising out expiration of the time periods specified in Section 8.1(a) (1), (2), (3) and (5) hereof. Provided that Seller admits in writing to the party seeking indemnification that such claim is covered by the indemnity provisions of Section 8.1((a)) hereof, Seller shall have the right to contest and defend by all appropriate legal proceedings such claim and to control all settlements (unless the Buyer Indemnified Party agrees to assume the cost of settlement and to forgo such indemnity) and to select lead counsel to defend any and all such claims at the sole cost and expense of Seller's ; provided, however, that (i) counsel selected by Seller is reasonably satisfactory to the Buyer Indemnified Party and conducts the defense actively and diligently, (ii) if Seller or any Affiliate is also a party to the proceeding, the Buyer Indemnified Party has not determined in good faith that joint representation would be inappropriate due to actual or potential conflicting interests between them and (iii) no compromise or settlement of such claims may be effected by Seller without the Buyer Indemnified Party’s consent unless (A) there is no finding or admission of any violation of Law, and (B) the sole relief provided is monetary damages that are paid in full by Seller. If Seller has assumed the defense of such claim, the Buyer Indemnified Party may select counsel to participate in any defense, in which event the Buyer Indemnified Party’s counsel shall be at the sole cost and expense of the Buyer Indemnified Party. In connection with any such claim, action or proceeding, the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. Notwithstanding Section 8.1(c) hereof, Buyer shall have the right to control all communications with customers of the U.S. Display Business regarding Product Warranty Claims and to control all settlements related thereto; provided, however, that Buyer shall (i) consult with Seller as to the appropriate credit to be issued, or services or products to be provided, to the claimant in order to remedy the alleged Product Warranty Claim, (ii) use its good faith commercially reasonable efforts to mitigate the cost of such remedy, (iii) provide such remedy to the claimant (subject to Buyer’s right to be indemnified for the costs of such remedy pursuant to the provisions of Section 8.1(a)(iv) hereof), and (iv) obtain a complete release for the benefit of Seller from such claimant regarding such Product Warranty Claim. Buyer and Seller acknowledge and agree that Buyer’s only direct claim against Seller with respect to environmental matters related to pre-Closing operation and ownership of the U.S. Display Business (including the use or condition of the Assets and the items of real or personal property held pursuant to the Contracts) is through indemnification, pursuant to Section 8.1(a)(i) hereof, for any breach of the representations and warranties set forth in Section 3.19 hereof. In addition, Seller has agreed to indemnify Buyer against third party claims against Buyer related to the pre-Closing operation or ownership of the U.S. Display Business (including with respect to third party environmental claims) pursuant to Section 8.1(a)(iii) and 8.1(a)(v) hereof. Buyer and Seller have agreed that Buyer shall not initiate or otherwise instigate a third party claim with respect to such environmental matters with the purpose or effect of depriving Seller of the benefits of the limited claim period, "deductible" or "cap" that would apply to a claim for indemnification pursuant to Section 8.1(a)(i) hereof except to the extent any such action is required by Law. Accordingly, Buyer shall not initiate or maintain any contacts with any Governmental Authorities or other third parties with respect to any potential third party environmental claims relating to the pre-Closing operation of the U.S. Display Business (including the use or condition of the Assets and the items of real or personal property held pursuant to the Contracts), or cooperate with such parties regarding any such claims, except as required by any Law. Buyer shall notify Seller of and provide a copy of all material requests for information, notices of violation, requests, demands, or orders that additional work be performed or any other communications to or from any Governmental Authorities or other third parties with respect to potential third party environmental claims relating to the pre-Closing operation of the U.S. Display Business; provided, however, that the failure to give such notice shall not relieve Seller of any indemnification obligation hereunder except to the extent Seller demonstrates that the defense of such claim or demand is materially prejudiced by the failure to give such notice. If any Governmental Authorities or other third parties contact Buyer with respect to a potential third party environmental claim relating to the pre-Closing operation of the U.S. Display Business, Buyer shall cooperate reasonably with Seller in coordinating a response to such third party, so long as such response complies with all Laws and Seller is in compliance with its environmental indemnity obligations hereunder. Any successor to Buyer that wishes to enjoy the benefits of Section 8.1(a) hereof must by written instrument signed by such successor agree to be bound by the obligations of Buyer contained in this Section 8.1(e). Except for claims of fraud against Seller and except as set forth in Section 2.3, 8.4, 8.6 and 10.11 hereof, this Section 8.1 shall be the sole remedy of Buyer against Seller after Closing for any claim arising in connection with the transactions contemplated herein; provided, however, that the parties hereto may enforce the Parent Guaranty and Non-Competition Agreement, the Transition Services Agreement and any other agreements specifically contemplated herein or entered into pursuant hereto in accordance with their terms. Seller’s representations and warranties made herein shall survive the Closing, but only to the extent and for such time as is necessary to enable Buyer to enforce its rights to indemnification under Sections 2.6.2, 2.10 and 2.13, Section 5.5, Section 12 and Section 13.4 hereofthis Section.

Seller’s Indemnity. Notwithstanding (i) From and after the Closing Closing, each Seller shall, severally and regardless not jointly, and in proportion to their relative ownership of any investigation made at any time by or on behalf of Buyer or any information Buyer may havePurchased Shares, Seller shall indemnify and hold defend Buyer, and each of its respective affiliatessuccessors and assigns, officers, directors, employees, agentsadvisors, and representativesaffiliates (as applicable, the “Buyer Indemnified Party”), and any Person claiming by or through any hold each of them, as the case may be (each a "Buyer Indemnified Person"), them harmless from and against any Losses and all claims, judgments, proceedings, actions, suits, investigations, liabilities, losses, reasonable costs (including the reasonable fees and disbursements of attorneys), expenses and damages, including without limitation under federal or provincial or state securities laws, but excluding any incidental, consequential or punitive damages, (collectively, “Damages”) directly or indirectly based on, arising out of or resulting from relating to: (A) any breach of or inaccuracy in any representation or warranty of the Company set forth in this Agreement; (B) any breach of any covenant or agreement of the Company set forth in this Agreement or any of the followingother agreements, provided that a claim for indemnity with respect -44- 50 certificates and instruments delivered or required to such Losses, specifying such claim in reasonable detail, has been be delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival period: (i) all refund liabilities due to subscribers for periods prior to the Closing that arise hereunder or in connection with Rate Regulatory Matters or Rate Regulatory Reduction Orders; (ii) the business or operations of the System prior transactions contemplated by this Agreement to the Closing Date (except for Assumed Liabilities for which an adjustment has been made at Closing and Permitted Liens), any failure by Seller to pay, perform or discharge any liabilities or obligations of Seller or the System not expressly assumed by Buyer pursuant to Section 2.8.1 hereof, and all claims and demands made in respect of any of the foregoing whether or not known or asserted be performed at or prior to the Closing; ; (iiiC) any misrepresentationliability of the Company that accrues after the Closing Date for Taxes for all periods ending on or before the Closing Date (the “Pre-Closing Periods”), including, but not limited to Taxes for a Pre-Closing Period arising as a result of any federal or provincial governmental action, including any audit, assessment or reassessment of the Company before or after the Closing Date; and (D) any liability of the Company as a result of any federal or provincial governmental action, including any audit, assessment or reassessment in respect of the SRED Claim (as such term is defined in Section 2(g)) (collectively, “Buyer Indemnity Claims”). In addition, each of the Sellers individually agrees to indemnify and defend the Buyer Indemnified Parties, and hold each of them harmless from and against any and all Damages directly or indirectly based on, arising out of or relating to any breach or inaccuracy in any representation or warranty of that Seller set forth in Section 4 of this Agreement or with respect to any breach of warranty, or nonfulfillment covenant of any agreement or covenant on the part of and by that Seller under this Agreement or any Transaction Document;Agreement. (ivii) the Litigation described in SCHEDULE 3.7 hereto; and (v) any claim by the City of Huntsville or any other Person that, contrary to Paragraph 7 of the Huntsville Resolution, A Buyer or any of its successors or assigns is required or alleged to be required to pay any franchise fees to the City of Huntsville for any period prior to the expiration of the City of Huntsville Franchise. provided, however, that the Seller Indemnified Party shall not be liable entitled to assert a claim for indemnification from a Seller under the provisions of Section 9.2(iii11 (a) in respect (i) until such time as, and only to the extent that, the total of Losses unless the aggregate all Damages of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in which case the Seller will be liable for all such Losses up a Buyer Indemnified Party subject to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liableindemnification exceed, in the aggregate, for all Losses under this Section 9.2 up to a maximum amount the sum of Sixty Five Million Fifteen Thousand Dollars ($65,000,000C$15,000) (the “Basket”); provided. Further, however, that such limitations any and qualifications all indemnification obligations of Sellers under the provisions of Section 11 (a) (i) shall not apply in exceed the case of Losses resulting from or arising out aggregate value of the Seller's breach of its obligations under Sections 2.6.2Shareholder’ SRED Portion and the Escrow Shares (the “Cap”), 2.10 and 2.13, Section 5.5, Section 12 and Section 13.4 hereofother than claims for fraud or intentional misrepresentation.

Seller’s Indemnity. Notwithstanding (a) During the Closing and regardless Indemnification Period (or thereafter solely with respect to any claim for indemnification for which notice has been given prior to the expiration of the Indemnification Period), in addition to any investigation made at any time by or on behalf of Buyer or any information Buyer may haveother indemnification provided for under this Agreement, Seller shall indemnify and hold Buyerharmless Buyer and its Affiliates from and against any and all demands, claims, losses, liabilities, actions or causes of action, assessments, actual damages (but excluding consequential damages), fines, Taxes (including excise and penalty taxes), penalties, costs and expenses (including interest, expenses of investigation, reasonable fees and disbursements of counsel, accountants and other experts (whether such reasonable fees and disbursements of counsel, accountants and other experts relate to claims, actions or causes of action asserted by Buyer against Seller or asserted by third parties)) (collectively "Losses") incurred or suffered by Buyer and its Affiliates and their respective affiliatespartners, officers, directors, employees, agentsshareholders, agents and representatives, and any Person claiming by or through any of them, as the case may be (each a "Buyer Indemnified Person"), harmless from and against any Losses representatives arising out of of, resulting from, or resulting from any of the following, provided that a claim for indemnity with respect -44- 50 to such Losses, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival periodrelating to: (i) all refund liabilities due any breach of any of the representations or warranties made by Seller in this Agreement or in any agreement, certificate, Exhibit or other instrument delivered by Seller pursuant to subscribers for periods prior to the Closing that arise in connection with Rate Regulatory Matters or Rate Regulatory Reduction Ordersthis Agreement; (ii) the business or operations of the System prior to the Closing Date (except for Assumed Liabilities for which an adjustment has been made at Closing and Permitted Liens), any failure by Seller to payperform any of its covenants or agreements contained in this Agreement or in any agreement, perform certificate, Exhibit or discharge other instrument delivered by Seller pursuant to this Agreement; (iii) any and all liabilities or obligations of Seller or the System not other than those expressly assumed by Buyer pursuant to Section 2.8.1 3.04 hereof, and all claims and demands made in respect of any of the foregoing whether or not known or asserted at or prior to the Closing; (iii) any misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement or any Transaction Document; (iv) any liabilities arising out of, resulting from or relating to the Litigation described in SCHEDULE 3.7 hereto; andliabilities of Seller, or any other member of any affiliated group or "controlled group," within the meaning of Section 414(b), (c), (m) and (o) of the Code, of which Seller was a member on or prior to the Closing Date which liability exists by reason of Seller having been a member of such affiliated or controlled group, including liabilities relating to (A) the funding, operation, (v) any claim failure by Buyer or Seller to comply with the City provisions of Huntsville or any other Person that, contrary to Paragraph 7 applicable Bulk Sales laws of the Huntsville Resolutionuniform commercial code in effect in any state having jurisdiction over Seller or the transactions contemplated hereby; or (vi) any action, Buyer suit or proceeding (whether pending at the Closing Date or thereafter commenced) to restrain or invalidate in whole or in part this Agreement or the transactions contemplated hereby; it being understood and agreed that if any of such action, suit or proceeding is ultimately successful, then Seller, its successors or assigns is required or alleged to partners and such partners' partners, stockholders and such stockholder's partners shall be required to pay any franchise fees and reimburse Buyer's Losses arising as a result thereof. (b) Notwithstanding anything to the City contrary contained in Section 7.02(a), Seller shall not be required to pay or reimburse Buyer or its Affiliates for Losses pursuant to Seller's indemnification obligation pursuant to Section 7.02 which (when aggregated with any Losses paid to Buyer, or Buyer's Affiliates, by Seller or Seller's Affiliates pursuant to Article 7 of Huntsville (i) the Merger Agreement, (ii) the Purchase Agreement and (iii) the agreement, of even date herewith, between Buyer and TCC with respect to the acquisition by Buyer of certain PCS licenses for which TCC was the high bidder (the "PCS Agreement"); the Merger Agreement, the Purchase Agreement and the PCS Agreement being referred to as the "Concurrent Agreements") are in excess of One Hundred Million ($100,000,000) Dollars. (c) Notwithstanding anything to the contrary contained in this Section 7.02, neither Buyer nor its Affiliates shall be entitled to seek indemnification under Section 7.02(a) for any period prior to Losses unless the expiration aggregate amount of Buyer's or its Affiliates' Losses in respect of all such matters, when aggregated, with the aggregate amount of Buyer's or its Affiliate's Losses (as such terms are defined in the Concurrent Agreements) arising under the Concurrent Agreements (as more particularly set forth in Article 7 of the City Concurrent Agreements), exceeds $375,000 in which event Buyer and its Affiliates shall be entitled to seek indemnification under this Section 7.02 for the amount of Huntsville Franchise. such Losses in excess of $375,000; provided, however, that the Seller limitations set forth in this Section 7.02(c) shall not be liable under taken into account in determining the amount of the Working Capital and the Reimbursable Capital Expenditures determined in accordance with the procedure set forth in Section 9.2(iii3.03(b) in (which determination shall be made without any exclusions whatsoever by reason of the foregoing); provided further, however, that the foregoing limitation with respect of to Buyer's or its Affiliates' right to indemnification shall not be applicable to Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars arising from or relating to ($200,000) in which case the Seller will and Buyer and its Affiliates shall be liable entitled to indemnification for all such Losses up commencing with the first dollar of such Losses) (i) any breach of the Title Representations, the Authorizations Representations, the Tax Representations, the Employee Representations and the (d) As collateral security for Seller's indemnification obligations under this Agreement and its indemnification obligations under the Concurrent Agreements, Seller, or its Affiliates shall deliver, or cause to be delivered, to a maximum aggregate amount national bank to be mutually agreed upon (the "Escrow Agent") to be held in escrow pursuant to the terms of Fifteen Million Dollars ($15,000,000). Seller will be liablean Escrow Agreement, in substantially the aggregate, for all Losses under this Section 9.2 up to a maximum amount form of Sixty Five Million Dollars ($65,000,000); provided, however, that such limitations and qualifications shall not apply in the case of Losses resulting from or arising out of the Seller's breach of its obligations under Sections 2.6.2, 2.10 and 2.13, Section 5.5, Section 12 and Section 13.4 hereof.Exhibit 7.02

Seller’s Indemnity. Notwithstanding the Closing and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may have14.1 Seller's Indemnity (a) Subject to Section 14.1(c) below, Seller shall covenants and agrees to indemnify and save and hold Buyer, Buyer and each of its Affiliates and their respective affiliates, officers, directors, members, managers, trustees, employees, advisors, agents, and representativesattorneys, and any Person claiming by accountants or through any of themother representatives (collectively, as the case may be (each a "“Buyer Indemnified Person"), Parties”) harmless from and against any Losses arising out at all times after the Time of or resulting from any of the following, provided that a claim for indemnity Possession with respect -44- 50 to any and all claims, liabilities, loss, cost, damage and expense, including reasonable attorneys' fees and expenses and statutory or other interest with respect to any such Lossesclaims, specifying such claim liabilities, loss, costs, damage and expenses arising from, by reason of, or in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival period: connection with (i) all refund claims and liabilities due to subscribers for periods prior to the Closing that arise in connection with Rate Regulatory Matters on account of any Excluded Property or Rate Regulatory Reduction Orders; Excluded Liabilities, (ii) the business or operations of the System prior to the Closing Date (except for Assumed Liabilities for which an adjustment has been made at Closing and Permitted Liens), any failure by Seller to pay, perform or discharge any liabilities or reimbursement obligations of Seller or the System not expressly assumed by Buyer pursuant to Section 2.8.1 hereof1.3(k), and all claims and demands made in respect of any of the foregoing whether or not known or asserted at or prior to the Closing; (iii) any misrepresentation, breach of warranty, or nonfulfillment by Seller of any agreement covenant made by Seller in this Agreement and (vi) any breach by Seller of any representation or covenant on warranty made by Seller in this Agreement (collectively, the part “Buyer Damages”). (b) Subject to Section 14.1(c) below, All representations and warranties of Seller under set forth in this Agreement or any Transaction Document; shall survive the Closing until the two (iv2) year anniversary of the Litigation described in SCHEDULE 3.7 heretoClosing Date; and (vc) any claim by Anything in this Agreement to the City contrary notwithstanding, the maximum amount of Huntsville or any other Person that, contrary Buyer Damages in the aggregate for which Seller shall be obligated to Paragraph 7 the Buyer Indemnified Parties under all of the Huntsville Resolution, Buyer or any provisions of its successors or assigns is required or alleged to be required to pay any franchise fees to the City of Huntsville for any period prior to the expiration of the City of Huntsville Franchise. provided, however, that the Seller this Agreement shall not be liable under Section 9.2(iii) in respect of Losses unless the aggregate of such Losses exceeds exceed Two Hundred Thousand Dollars ($200,000) in which case the Seller will be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,0002,000,000.00) (the “Indemnity Cap”). Seller will be liableAt the Closing, in the aggregate, for all Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,000); provided, however, that such limitations and qualifications Title Insurance Company shall not apply in withhold the case of Losses resulting Indemnity Cap from or arising out of the Seller's breach proceeds and the Title Insurance Company shall hold such Indemnity Cap for a period of its obligations under Sections 2.6.2two (2) years from the Closing Date, 2.10 and 2.13such portion thereof thereafter that is sufficient to cover (up to the amount of the Indemnity Cap) as security for the payment of any claim for Buyer Damages that has been asserted during such two (2) year period, Section 5.5, Section 12 and Section 13.4 hereofuntil such claim(s) are resolved or paid.

Seller’s Indemnity. Notwithstanding Each of the Closing Sellers and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may haveXx. Xxxx agree to indemnify, Seller shall indemnify defend and hold Buyer (and Buyer’s officers, its respective affiliates, officersrepresentatives, directors, employees, agentssuccessors, Affiliates and representatives, and any Person claiming by or through any of them, as the case may be (each a "Buyer Indemnified Person"), permitted assigns) harmless from and against any Losses arising out and all loss, Liability, obligation, claim, demand, lawsuit, action, assessment, damage (including punitive, exemplary, consequential, lost profits and business interruption), or expenses whatsoever (including interest, penalties, fines, attorneys’ fees and expenses (including those incurred to enforce rights to indemnification hereunder, and consultant’s fees and other costs of defense or resulting from investigation), and interest on amounts payable as a result of any of the foregoing (“Damages”) which may be asserted against, imposed upon or incurred by any of them by reason of, resulting from, or in connection (directly or indirectly) with the following, provided that a claim for indemnity with respect -44- 50 to such Losses, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival period: (i) all refund liabilities due any inaccuracy in or breach of any representation or warranty of Sellers or Xx. Xxxx contained in or made pursuant to subscribers for periods prior this Agreement, provided, however, that the determination of whether such an inaccuracy or breach has occurred will disregard (I) materiality qualifiers (including those relating to the Closing yielding a “Material Adverse Effect”), (II) knowledge qualifiers (other than those involving knowledge of contemplated or threatened acts or omissions of third parties) and (III) time limitations that arise limit disclosure in connection with Rate Regulatory Matters any representation and warranty to acts or Rate Regulatory Reduction Orders;omissions or facts or circumstances after a specified date. (ii) any breach of any covenant or agreement contained in, made, or to be performed by Sellers pursuant to this Agreement. (iii) the business or operations operation of the System Business prior to the Closing Date (except for Assumed Liabilities for which an adjustment has been made at Closing including but not limited to Damages arising by reason of (A) goods and Permitted Liens), any failure services provided and sold by Seller to pay, perform or discharge any liabilities or obligations of Seller or the System not expressly assumed by Buyer pursuant to Section 2.8.1 hereof, and all claims and demands made in respect of any of the foregoing whether or not known or asserted at or Sellers prior to the Closing; Closing Date; (iiiB) any misrepresentation, breach acts or omissions of warranty, or nonfulfillment of any agreement or covenant on Sellers and their employees occurring prior to the part of Seller under this Agreement or any Transaction Document;Closing Date; and (C) Damages arising with respect to the litigation disclosed in Schedule 4.6); and (iv) the Litigation described in SCHEDULE 3.7 hereto; and Assets Purchase Agreement, by and between Extinct Temps, Inc. (v) any claim by the City of Huntsville or any other Person thatf/k/a AmeriTemps, contrary to Paragraph 7 of the Huntsville Resolution, Buyer or any of its successors or assigns is required or alleged to be required to pay any franchise fees to the City of Huntsville for any period prior to the expiration of the City of Huntsville Franchise. provided, however, that the Seller shall not be liable under Section 9.2(iii) in respect of Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in which case the Seller will be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000Inc). Seller will be liableand WTS Acquisition Corp., in the aggregatedated as of December 18, for all Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,000); provided, however, that such limitations and qualifications shall not apply in the case of Losses resulting from or arising out of the Seller's breach of its obligations under Sections 2.6.2, 2.10 and 2.13, Section 5.5, Section 12 and Section 13.4 hereof2008.

Seller’s Indemnity. Notwithstanding the Closing and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may have, Seller shall hereby agrees to indemnify and hold Buyer, its Affiliates and their respective affiliates, officers, directors, employeesmanagers, agentsmembers, employees and representativesagents (collectively, and any Person claiming by or through any of them, as the case may be (each a "Buyer Indemnified PersonParties") harmless from and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, any and all losses, damages, costs, diminution in value, expenses, liabilities, obligations and claims of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), harmless from and against that the Buyer Indemnified Parties may at any Losses arising out time suffer or incur, or become subject to, as a result of or resulting from in connection with (i) any breach or inaccuracy of any of the following, provided representations and warranties made by Seller in or pursuant to this Agreement (it being understood that a claim for indemnity with respect -44- 50 to such Losses, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival period: (i) all refund liabilities due to subscribers for periods prior to the Closing that arise "except for" clause in connection with Rate Regulatory Matters or Rate Regulatory Reduction Orders; Section 6.4 hereof and (ii) the business or operations any waiver by Buyer of the System prior condition to the Closing Date (except set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for Assumed Liabilities for which an adjustment has been a breach or inaccuracy of a representation or warranty made at Closing and Permitted Liensby Seller), (ii) any failure by Seller to payperform any of its covenants and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform or discharge any liabilities of its covenants or obligations set forth herein), (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller or the System not expressly assumed by Buyer pursuant to Section 2.8.1 hereofthe Contracts, the performance by Seller under the Contracts and all claims and demands made in respect the conduct of any of the foregoing whether or not known or asserted at or its U.S. Display Business prior to the Effective Time of Closing; (iii) any misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement or any Transaction Document; (iv) product warranty claims asserted by customers of the Litigation described in SCHEDULE 3.7 hereto; and U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any claim by the City other liability of Huntsville Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or any other Person that, contrary to Paragraph 7 of the Huntsville Resolution, Buyer or any of its successors or assigns is required or alleged to be required to pay have become, a liability of Buyer under any franchise fees to the City applicable bulk sales law, under any doctrine of Huntsville for any period prior to the expiration de facto merger or successor liability, or otherwise by operation of the City of Huntsville Franchise. provided, however, that the Seller shall not be liable under Section 9.2(iii) in respect of Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in which case the Seller will be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liable, in the aggregate, for all Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,000Law); provided, however, that such limitations and qualifications Seller shall not apply be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in the case of Losses resulting from or arising out respect of the representations and warranties made by Seller unless such right to indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods: (1) with respect to the representations and warranties set forth in Section 3.6 and 3.8 hereof, on or before March 31, 2002; (2) with respect to the representations and warranties set forth in Section 3.19 hereof, within 36 months after the Closing Date; (3) with respect to the representations and warranties set forth in Sections 3.12 and 3.13 hereof, insofar as they related to compliance with Tax Laws and ERISA, within 30 days after expiration of the applicable statute of limitations with respect to the underlying Law which forms the basis of such claim (including all extensions thereof agreed to with Tax authorities); (4) with respect to the representations and warranties set forth in Section 3.2 and the first two sentences of Section 3.4 hereof, without time limitations; and (5) with respect to all other representations and warranties set forth in Article III hereof, on or before March 31, 2003. Notwithstanding the foregoing, Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) in respect of the representations and warranties made by Seller or pursuant to Section 8.1((a))(iv) hereof with respect to Product Warranty Claims unless and until the amount of all Losses for which indemnification is sought hereunder first exceeds $250,000, in which event all Losses in excess of such amount shall be subject to indemnification. Seller's breach of its obligations under Sections 2.6.2, 2.10 and 2.13, ’s aggregate obligation pursuant to Section 5.5, Section 12 8.1((a))(i) and Section 13.4 hereof8.1((a))(iv) shall in no event exceed an amount equal to thirty percent (30%) of the Final Purchase Price.

Seller’s Indemnity. Notwithstanding the Closing and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may have(a) Subject to Section 6.2(c), Seller shall hereby agrees to indemnify and hold Buyer, its respective affiliates, officers, directors, employeesemployees and authorized agents and their successors and permitted assigns (each, agents, and representatives, and any Person claiming by or through any of them, as the case may be (each a "“Buyer Indemnified Person"Party” and collectively, the “Buyer Indemnified Parties”), harmless from and against any and all Losses arising out that any Buyer Indemnified Party may at any time suffer or incur, or become subject to, as a result of or resulting from in connection with: (i) any breach or inaccuracy of any of the followingrepresentations and warranties (disregarding for purposes of this Section 6.2(a) any materiality qualifications or thresholds) made by Seller to Buyer pursuant to this Agreement and the other Transaction Documents; (ii) any failure of Seller to carry out, provided that a claim for indemnity perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the other Transaction Documents; (iii) any fraud or willful misrepresentation or omission by Seller; (iv) any events or circumstances occurring or existing with respect -44- 50 to such Lossesthe ownership, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before operation and maintenance of the date eighteen months after Business and the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival period: (i) all refund liabilities due to subscribers for periods Assets on or prior to the Closing that arise in connection with Rate Regulatory Matters or Rate Regulatory Reduction Orders; (ii) the business or operations of the System prior to the Closing Date (except for Assumed Liabilities for which an adjustment has been made at Closing and Permitted Liens), any failure by Seller to pay, perform or discharge any liabilities or obligations of Seller or the System not expressly assumed by Buyer pursuant to Section 2.8.1 hereof, and all claims and demands made in respect of any of the foregoing whether or not known or asserted at or prior to the Closing; (iii) any misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement or any Transaction Document; (iv) the Litigation described in SCHEDULE 3.7 heretoDate; and (v) any claim Liability of Seller of any nature, including the Excluded Liabilities; and (vi) any action or proceeding initiated by any Buyer Indemnified Party to enforce the provisions of this Article 6. (b) If a Claim against Seller for indemnification pursuant to the provisions of Section 6.2(a) is to be made by any Buyer Indemnified Party, the Buyer Indemnified Party shall give notice reasonably describing such Claim to Seller promptly after the Buyer Indemnified Party becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under Section 6.2(a). In the event a third-party Claim against a Buyer Indemnified Party arises that is covered by the City indemnity provisions of Huntsville or any other Person that, contrary Section 6.2(a); provided that Seller admits in writing to Paragraph 7 the Buyer Indemnified Party seeking indemnification that such Claim is covered by the indemnity provisions of Section 6.2(a) to the Huntsville Resolution, Buyer or any of its successors or assigns is required or alleged extent such Claim proves to be required true, Seller shall have the right to pay contest and defend by all appropriate legal proceedings relating to such Claim and to control all settlements (unless the party seeking indemnification agrees to assume the cost of settlement and to forgo such indemnity) and to select lead counsel to defend any franchise fees and all such Claims at the sole cost and expense of Seller; provided, however, that Seller may not effect any settlement that could result in any cost, expense or liability to, or have any Material Adverse Effect upon, the Buyer Indemnified Party unless the Buyer Indemnified Party consents in writing to such settlement and Seller agrees to indemnify such party therefor, which consent shall not be unreasonably withheld and which consent or objection thereto must be provided in a timely manner as the City circumstances dictate and in any event within ten (10) business days of Huntsville for any period prior such request. In the event Seller does not admit in writing to a Buyer Indemnified Party seeking indemnification that such Claim, if true, is covered by the expiration indemnity provisions of Section 6.2(a), the City of Huntsville Franchise. Buyer Indemnified Party shall take such actions as it deems necessary to defend such Claim; provided, however, that the Buyer Indemnified Party may not effect any settlement that could result in any cost, expense or liability to, or have any Material Adverse Effect upon, Seller without the consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed and which consent or objection thereto must be provided in a timely manner as the circumstances dictate and in any event within ten (10) business days of such request. The Buyer Indemnified Party seeking indemnification may select counsel to participate in any defense conducted by Seller, in which event such counsel shall be at the sole cost and expense of such Buyer Indemnified Party. In connection with any such third-party Claim for which indemnification is sought 37 pursuant to Section 6.2(a), the Parties shall cooperate with each other and provide each other with reasonable access during normal business hours to relevant books and records in their possession. (c) Seller shall not be liable for Losses under Section 9.2(iii6.2(a)(i) in respect of Losses unless the aggregate amount of Losses with respect to all such misrepresentations or breaches of warranty exceeds $25,000; provided that if the total amount of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in which case the such amount, then Seller will shall be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liable, in the aggregate, for all and not only those Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,000); provided, however, that exceed such limitations and qualifications shall not apply in the case of Losses resulting from or arising out of the Seller's breach of its obligations under Sections 2.6.2, 2.10 and 2.13, Section 5.5, Section 12 and Section 13.4 hereofamount.

Seller’s Indemnity. Notwithstanding the Closing (a) Seller and regardless each Shareholder hereby jointly and severally agree to indemnify and hold Buyer harmless from and against, and agree to defend promptly Buyer from and reimburse Buyer for, any and all losses, damages, costs, expenses, liabilities, obligations and claims of any investigation made kind, including, without limitation, reasonable attorneys' fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that Buyer may at any time by suffer or on behalf of Buyer incur, or any information Buyer may have, Seller shall indemnify and hold Buyer, its respective affiliates, officers, directors, employees, agents, and representatives, and any Person claiming by or through any of thembecome subject to, as the case may be (each a "Buyer Indemnified Person"), harmless from and against any Losses arising out result of or resulting from in connection with: (i) any breach or inaccuracy of any of the following, provided that a claim for indemnity with respect -44- 50 representations and warranties made by Seller and the Shareholders in or pursuant to such Losses, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival period: (i) all refund liabilities due to subscribers for periods prior to the Closing that arise in connection with Rate Regulatory Matters or Rate Regulatory Reduction Orders; this Agreement; (ii) the business or operations of the System prior to the Closing Date any matter set forth on Schedule 3.5 attached hereto; (except for Assumed Liabilities for which an adjustment has been made at Closing and Permitted Liens), iii) any failure by Seller to pay, perform or discharge any liabilities or obligations of Seller or the System not expressly assumed by Buyer pursuant Shareholders to Section 2.8.1 hereofcarry out, perform, satisfy and all claims and demands made in respect of discharge any of the foregoing whether its or not known their covenants, agreements, undertakings, liabilities or asserted at or prior to the Closing; (iii) any misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant on the part of Seller obligations under this Agreement or under any Transaction Document; of the documents and instruments delivered by Seller or the Shareholders pursuant to this Agreement; and (iv) claims by third parties against Buyer relating to the Litigation described in SCHEDULE 3.7 hereto; and (v) any claim operation and ownership by the City of Huntsville or any other Person that, contrary to Paragraph 7 Seller of the Huntsville ResolutionAssets, Buyer or any the performance by Seller under the Contracts and the conduct of its successors or assigns is required or alleged to be required to pay any franchise fees to the City of Huntsville for any period business prior to the expiration Effective Time of the City of Huntsville Franchise. provided, however, that the Seller shall not be liable under Section 9.2(iii) in respect of Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in which case the Seller will be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liable, in the aggregate, for all Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,000)Closing; provided, however, that such limitations and qualifications Buyer shall not apply have the right to be indemnified, held harmless from, defended or reimbursed under Section 8.1(a)(i) in the case of Losses resulting from or arising out respect of the representations and warranties made by Seller and the Shareholders only if such right is asserted (whether or not such Losses have actually been incurred) on or before the tenth anniversary of the Closing Date. (b) In the event a claim is made by a third party against Buyer that is covered by the indemnity provisions of Section 8.1(a) of this Agreement, notice shall be given promptly by Buyer to Seller. Provided that Seller and the Shareholders admit in writing to Buyer that they are liable under the indemnity provisions of Section 8.1(a) hereof, Seller shall have the right to contest and defend by all appropriate legal proceedings such claim and to control all settlements (unless Buyer agrees to assume the cost of settlement and to forgo such indemnity) and to select lead counsel to defend any and all such claims at the sole cost and expense of Seller; provided, however, that Seller may not effect any settlement that would result in any cost, expense or liability to Buyer unless Buyer consents in writing to such settlement and Seller and the Shareholders agree to indemnify fully Buyer therefor. Buyer may select counsel to participate in any defense, in which event Buyer's breach of counsel shall be at its obligations under Sections 2.6.2own sole cost and expense. In connection with any such claim, 2.10 action or proceeding, the parties shall cooperate with each other and 2.13, Section 5.5, Section 12 provide each other with access to relevant books and Section 13.4 hereofrecords in their possession.

Seller’s Indemnity. Notwithstanding the Closing and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may havea. Except as provided for in Section 14.2, Seller shall indemnify agrees to indemnify, defend and hold Buyer, its respective affiliates, officers, directors, employees, agents, and representatives, and any Person claiming by or through any of them, as the case may be (each a "Buyer Indemnified Person"), Purchaser harmless from and against any Losses arising out and all claims, demands, losses, damages, punitive damages, costs, expenses, causes of action or resulting from judgments of any kind or character with respect to all liabilities and obligations or alleged or threatened liabilities and obligations caused by or related to damage to property, including liability based on strict liability or condition of the followingAssets, provided that a claim for indemnity with respect -44- 50 attributable to such Losses, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival period: (i) all refund liabilities due to subscribers for periods prior to the Closing that arise in connection with Rate Regulatory Matters or Rate Regulatory Reduction Orders; (ii) the business or operations of the System prior to the Closing Date (except for Assumed Liabilities for which an adjustment has been made at Closing and Permitted Liens), any failure by Seller to pay, perform or discharge any liabilities or obligations of Seller or the System not expressly assumed by Buyer pursuant to Section 2.8.1 hereof, and all claims and demands made in respect of any of the foregoing whether or not known or asserted at or prior to the Closing; (iii) any misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement or any Transaction Document; (iv) the Litigation described in SCHEDULE 3.7 hereto; and (v) any claim by the City of Huntsville or any other Person that, contrary to Paragraph 7 of the Huntsville Resolution, Buyer or any of its successors or assigns is required or alleged to be required to pay any franchise fees to the City of Huntsville for any period prior to the expiration of the City of Huntsville Franchise. provided, however, that the Seller shall not be liable under Section 9.2(iii) in respect of Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in which case the Seller will be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liable, in the aggregate, for all Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,000); provided, however, that such limitations and qualifications shall not apply in the case of Losses resulting from or arising out of Seller’s ownership or operation of the Seller's breach Assets by Seller and its subsidiaries or affiliates at any time prior to the Effective Time, including, without limitation, any interest, penalty, reasonable attorneys’ fees and court and other costs and expenses incurred in connection therewith or the defense thereof. Nothing in this Section 14.3 shall be interpreted to require Seller to indemnify Purchaser for any liability arising from (i) the Assumed Obligations, specifically including, but not limited to, the Environmental Obligations or Liabilities; (ii) Purchaser’s acts or omissions; and (iii) the ownership or operation of the Assets by Purchaser or its obligations under Sections 2.6.2successors and assigns at any time after the Effective Time, 2.10 including, without limitation, any interest, penalty, reasonable attorneys’ fees and 2.13court and other costs and expenses incurred in connection therewith or the defense thereof. b. Seller further agrees to indemnify, defend and hold Purchaser harmless from and against any and all claims for personal injury, illness, disease and wrongful death which arise or are asserted prior to the Effective Time and which are attributable to the ownership and operation of the Assets by Seller and its subsidiaries or affiliates, including, without limitation, any interest, penalty, reasonable attorneys’ fees and court and other costs and expenses incurred in connection therewith or the defense thereof. Once again, nothing in this Section 5.514.3 shall be interpreted to require Seller to indemnify Purchaser for any liability arising from (i) the Assumed Obligations, Section 12 specifically including, but not limited to, the Environmental Obligations or Liabilities; (ii) Purchaser’s acts or omissions; and Section 13.4 hereof(iii) the ownership or operation of the Assets by Purchaser or its successors and assigns at any time after the Effective Time, including, without limitation, any interest, penalty, reasonable attorneys’ fees and court and other costs and expenses incurred in connection therewith or the defense thereof.

Seller’s Indemnity. Notwithstanding the Closing and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may have, Seller shall indemnify indemnify, save and hold harmless Buyer, its Sterling and Parent and their respective affiliates, Subsidiaries and their respective secured bank lenders together with all of their respective officers, directors, employees, agentsconsultants, representatives and agents and all of their respective heirs, legal representatives, successors and any Person claiming by or through any of themassigns (collectively, as the case may be (each a "Buyer Indemnified PersonParties"), harmless ) from and against and in respect of all Losses incurred by any Losses arising of them to the extent they arise from, out of or resulting from in any of the following, provided that a claim for indemnity manner connected with respect -44- 50 to such Losses, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival periodor based on: (ia) all refund liabilities due to subscribers for periods prior to any liabilities, claims, losses, damages, or expenses, direct or contingent, known or unknown, of Seller or any of its Affiliates, including, without limitation, the Closing that arise in connection with Rate Regulatory Matters or Rate Regulatory Reduction OrdersExcluded Liabilities; (iib) the business Excluded Assets; (c) Seller's obligations pursuant to Article 14 of this Agreement; (d) any act, omission, event, circumstance, occurrence or operations of the System condition occurring or existing on or prior to the Closing Date (except for Assumed Liabilities for which an adjustment has been made at Closing and Permitted Liens), any failure by Seller involving or relating to pay, perform or discharge any liabilities or obligations of Seller or the System not expressly assumed by Buyer pursuant to Section 2.8.1 hereof, and all claims and demands made in respect of any of the foregoing whether Assets or not known Seller's or asserted at or prior to the Closingany of its Subsidiaries' related operations; (iiie) subject to the limitations of Article 15, any misrepresentation, inaccuracy in any of the representations and warranties of Seller contained in this Agreement or any of the Seller Related Documents or the breach of warranty, any covenant or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement Agreement, or any Transaction Documentof the Seller Related Documents; (ivf) subject to the Litigation described limitations of Article 15, any inaccuracy in SCHEDULE 3.7 heretoany of the representations and warranties of any Subsidiary of Seller contained in any agreement relating to the transfer of the International Assets from a Subsidiary of Seller to a Subsidiary of Parent or the breach of any covenant or nonfulfillment of any agreement on the part of any Subsidiary of Seller under any of such agreements; and (vg) any claim by the City of Huntsville or any other Person that, contrary to Paragraph 7 of the Huntsville Resolution, Buyer or any of its successors or assigns is required or alleged to be required to pay any franchise fees to the City of Huntsville for any period prior to the expiration of the City of Huntsville Franchise. provided, however, that the Seller shall not be liable under Section 9.2(iii) liabilities in respect of Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in which case the Seller will be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liable, in the aggregate, for all Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,000); provided, however, that such limitations and qualifications shall not apply in the case of Losses resulting from or arising out of the Seller's breach of its obligations under Sections 2.6.2, 2.10 and 2.13, Section 5.5, Section 12 and Section 13.4 hereofconnection with non-transferring employees.

Seller’s Indemnity. Notwithstanding the Closing From and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may haveafter Closing, Seller shall indemnify indemnify, defend, and hold harmless Buyer, its Affiliates and each of their respective affiliatesofficers, officersmembers, managers, partners, directors, employeesemployees and representatives (the “Buyer Indemnified Parties”) against any and all liabilities, agentsdamages, losses, costs, and representativesexpenses (including reasonable attorneys’ and consultants’ fees and expenses) (“Losses”), and any Person claiming incurred or suffered by or through any of them, as the case may be (each a "Buyer Indemnified Person")Parties as a result of, harmless from and against any Losses relating to or arising out of or resulting from any of the following, provided that a claim for indemnity with respect -44- 50 to such Losses, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival period: (i) all refund liabilities due to subscribers for periods prior to the Closing that arise in connection with Rate Regulatory Matters any breach of any representation or Rate Regulatory Reduction Orders;warranty made by Seller herein; and (ii) the business breach of any covenant or operations of the System prior agreement made or to the Closing Date (except for Assumed Liabilities for which an adjustment has been made at Closing and Permitted Liens), any failure be performed by Seller to pay, perform or discharge any liabilities or obligations of Seller or the System not expressly assumed by Buyer pursuant to Section 2.8.1 hereof, and all claims and demands made in respect of any of the foregoing whether or not known or asserted at or prior to the Closingunder this Agreement; (iii) mispayment or nonpayment of amounts to co-working interest owners and/or owners of royalties and other burdens on production with respect to the Assets and the periods of time prior to the Effective Date, which liabilities exceed $500,000 in the aggregate; but expressly excluding any misrepresentation, breach such mispayment or nonpayment in respect of warranty, or nonfulfillment of any agreement or covenant on the part of Seller litigation described in Schedule 3 and for which Buyer is indemnified under this Agreement or any Transaction DocumentSection 11.2(a)(viii); (iv) the Litigation described payment, underpayment or nonpayment of Taxes for which Seller is responsible hereunder and any Taxes imposed on or with respect to any Excluded Asset or any other assets excluded from the transactions contemplated hereby pursuant to the terms of this Agreement; (v) offsite waste disposal relating to Assets operated by Seller occurring prior to the Effective Date; (vi) Third Party Claims in SCHEDULE 3.7 heretorespect of personal injury or death claims relating to (A) violations of OSHA by Seller in connection with the ownership or operation of the Assets prior to Closing and/or (B) incidents reportable under OSHA arising in connection with the ownership or operation of the Assets prior to Closing; (vii) Third Party Claims relating Seller’s gross negligence or willful misconduct in connection with its operation of the Assets prior to Closing; and (vviii) the litigation described in Schedule 3, limited to any claim by the City of Huntsville or any other Person that, contrary to Paragraph 7 of the Huntsville Resolution, Buyer or any of its successors or assigns is required or alleged to be required to pay any franchise fees claims thereunder to the City of Huntsville for any period extent relating to events or claims attributable to periods prior to the expiration of the City of Huntsville Franchise. provided, however, that the Seller shall not be liable under Section 9.2(iii) in respect of Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in which case the Seller will be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liable, in the aggregate, for all Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,000); provided, however, that such limitations and qualifications shall not apply in the case of Losses resulting from or arising out of the Seller's breach of its obligations under Sections 2.6.2, 2.10 and 2.13, Section 5.5, Section 12 and Section 13.4 hereofEffective Date.

Seller’s Indemnity. Notwithstanding Subject to the Closing limitations of Section 11.2(E), Sellers shall, jointly and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may haveseverally, Seller shall indemnify indemnify, defend and hold Buyer, harmless the Buyer and its respective affiliates, officers, directors, employees, partners, affiliates (including but not limited to the Company and the Subsidiaries), agents, successors, subsidiaries and representativespermitted assigns (collectively, the “Buyer Indemnified Group”) from and against any Person claiming by and all liabilities, damages, obligations, claims and expenses (including, without limitation, costs of investigation and defense and reasonable attorney’s fees) (collectively “Losses”) that any member of the Buyer Indemnified Group sustains or through becomes subject to as a result of, arising out of or relating to (i) the breach of any of the representations and warranties of the Seller Parties made herein (except those set forth in Section 3), (ii) the breach of any covenants or agreements of the Seller Parties made herein, (iii) any Third Party Claims (as defined in Section 11.2(C) below) arising out of or relating to the ownership of the Shares, the operation of the Company and the Subsidiaries or the conduct of the business of the Company and the Subsidiaries (or any of them) in any period prior to the Closing Date, (iv) any penalties or interest related to any state sales, use, income, franchise or property Tax of the Company or any of the Subsidiaries due but unpaid as of the Closing Date, (v) any state sales, use, income, franchise or property Tax (exclusive of any penalties or interest) of the Company or any of the Subsidiaries due but unpaid as of the Closing Date and that HTRN or any wholly-owned subsidiary thereof (including the Company) is or becomes obligated to pay or agrees to pay, and (vi) the failure of the Company or any Subsidiary as of the Closing Date to be duly qualified to do business as a foreign organization and to be in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification. Subject to the limitations of Section 11.2(E), each Seller and Additional Seller shall, severally and not jointly, indemnify, defend and hold harmless each member of the Buyer Indemnified Group from and against any and all Losses that any member of the Buyer Indemnified Group sustains or becomes subject to as a result of, arising out of or relating to the breach by such Seller or Additional Seller, as the case may be (each a "Buyer Indemnified Person")be, harmless from and against any Losses arising out of or resulting from any of the following, provided that a claim for indemnity with respect -44- 50 to such Losses, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival period: (i) all refund liabilities due to subscribers for periods prior to the Closing that arise in connection with Rate Regulatory Matters or Rate Regulatory Reduction Orders; (ii) the business or operations of the System prior to the Closing Date (except for Assumed Liabilities for which an adjustment has been made at Closing and Permitted Liens), any failure by Seller to pay, perform or discharge any liabilities or obligations of Seller or the System not expressly assumed by Buyer pursuant to Section 2.8.1 hereof, and all claims and demands made in respect of any of the foregoing whether or not known or asserted at or prior to the Closing; (iii) any misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement or any Transaction Document; (iv) the Litigation described representations and warranties set forth in SCHEDULE 3.7 hereto; and (v) any claim by the City of Huntsville or any other Person that, contrary to Paragraph 7 of the Huntsville Resolution, Buyer or any of its successors or assigns is required or alleged to be required to pay any franchise fees to the City of Huntsville for any period prior to the expiration of the City of Huntsville Franchise. provided, however, that the Seller shall not be liable under Section 9.2(iii) in respect of Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in which case the Seller will be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liable, in the aggregate, for all Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,000); provided, however, that such limitations and qualifications shall not apply in the case of Losses resulting from or arising out of the Seller's breach of its obligations under Sections 2.6.2, 2.10 and 2.13, Section 5.5, Section 12 and Section 13.4 hereof3 herein.

Seller’s Indemnity. Notwithstanding the Closing and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may have, Seller shall indemnify and defend Purchaser (and Purchaser's affiliates) and hold Buyer, its respective Purchaser (and Purchaser's affiliates, officers, directors, employees, agents, and representatives, and any Person claiming by or through any of them, as the case may be (each a "Buyer Indemnified Person"), ) harmless from and against any Losses claims, demands, causes of action, debts, liabilities, judgments, losses, damages and expenses, and attorneys' fees and court costs (collectively, the "Claims") incurred by Purchaser (or any of Purchaser's affiliates) on account of (a) Claims by persons or entities other than Purchaser (or any of Purchaser's affiliates) arising out of or resulting from in connection with the ownership, operation or maintenance of the Property by Seller (or any of the followingSeller's affiliates or tenants), provided that a claim for indemnity with respect -44- 50 to such Lossesor any fact, specifying such claim in reasonable detailcircumstance or event which occurred, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival period: (i) all refund liabilities due to subscribers for periods prior to the Closing that arise Date; and (b) Claims resulting from or arising directly or indirectly, in connection with Rate Regulatory Matters whole or Rate Regulatory Reduction Orders; in part, out of the breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement. However, the obligations of Seller hereunder do not apply to, and Seller is not liable to Purchaser (or any of Purchaser's affiliates) in respect of, any Claim to the extent resulting from or arising directly or indirectly, in whole or in part out of: (i) Western's right to use and occupy the Property under the Lease (or any agreement or arrangement in substitution therefor or replacement thereof) at any time prior to the Closing Date, or (ii) the business breach of any representation, warranty, covenant or operations agreement of the System Seller contained in this Agreement, if prior to Closing, Purchaser had knowledge of such breach or if Seller disclosed the Closing Date (except for Assumed Liabilities for which an adjustment has been made at Closing and Permitted Liens), any failure by Seller existence of such breach to pay, perform or discharge any liabilities or obligations of Seller or the System not expressly assumed by Buyer Purchaser pursuant to Section 2.8.1 hereof13 of this Agreement, and all claims Purchaser chose, with such knowledge, to close the transactions contemplated by this Agreement. The indemnities herein shall survive the Closing and demands made in respect of any delivery of the foregoing whether or not known or asserted at or prior to the Closing; (iii) any misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement or any Transaction Document; (iv) the Litigation described in SCHEDULE 3.7 hereto; and (v) any claim by the City of Huntsville or any other Person that, contrary to Paragraph 7 of the Huntsville Resolution, Buyer or any of its successors or assigns is required or alleged to be required to pay any franchise fees to the City of Huntsville for any period prior to the expiration of the City of Huntsville Franchise. provided, however, that the Seller shall not be liable under Section 9.2(iii) in respect of Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in which case the Seller will be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liable, in the aggregate, for all Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,000); provided, however, that such limitations and qualifications shall not apply in the case of Losses resulting from or arising out of the Seller's breach of its obligations under Sections 2.6.2, 2.10 and 2.13, Section 5.5, Section 12 and Section 13.4 hereofStatutory Warranty Deed.

Seller’s Indemnity. Notwithstanding the Closing and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may haveSeller hereby agrees to indemnify, Seller shall indemnify defend and hold harmless Buyer, and its respective affiliatespartners, members, officers, shareholders, directors, employeesemployees and agents (collectively, agents, and representatives, and any Person claiming by or through any of them, as the case may be (each a "Buyer Indemnified PersonBUYER INDEMNIFIED PARTIES"), harmless ) from and against any Losses arising out and all losses, liabilities, fines and penalties and damages (including, without limitation, any damages or injury to persons, property or the environment as provided hereunder), or actions or claims in respect thereof (including, without limitation, amounts paid in settlement and reasonable cost of or investigation, reasonable attorneys' fees and other legal expenses), resulting from any of third party claims (based upon the followingallegations set forth in such claims and whether or not ultimately successful) to which Buyer, provided that a claim for indemnity and its partners, members, officers, shareholders, directors, employees and agents may become subject or which Buyer, and its partners, members, officers, shareholders, directors, employees and agents may suffer or incur, either directly or indirectly, insofar as such losses, liabilities or damages (or actions or claims in respect thereof) arise out of, are with respect -44- 50 to such Lossesto, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival periodor are based upon: (i) all refund liabilities due Seller's breach of any representation or warranty set forth in this Agreement as it relates to subscribers for periods prior to the Closing that arise in connection with Rate Regulatory Matters or Rate Regulatory Reduction Ordersclaims of third parties made against Buyer; (ii) Seller's default in the business or operations performance of the System prior any of Seller's covenants set forth in this Agreement as it relates to the Closing Date claims of third parties made against Buyer; (except for Assumed Liabilities for which an adjustment has been made at Closing iii) Seller's failure to satisfy and Permitted Liens), any failure by Seller to pay, perform or discharge any liabilities or and all obligations of Seller under any Contracts or the System not expressly assumed by Buyer pursuant Leases to Section 2.8.1 hereofwhich Seller is bound, and all claims and demands made in respect of which obligations relate to any of the foregoing whether or not known or asserted at or time period prior to the Closing; (iiiiv) Seller's failure to satisfy and discharge fully any misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant on the part and all obligations of Seller under this Agreement regarding any current or former employees of Seller including, without limitation, any Transaction Documentobligations of Seller for the payment of wages, salaries, benefits and other compensation; (iv) the Litigation described in SCHEDULE 3.7 hereto; and (v) any claim Any obligations, liabilities or charges of Seller not expressly assumed by Buyer, including, without limitation, Seller's obligations with respect to the City of Huntsville or any other Person that, contrary to Paragraph 7 Existing Environmental Matters; or (vi) The operation and management of the Huntsville Resolution, Buyer Property (including any liabilities incurred with respect thereto) at any time on or any of its successors or assigns is required or alleged to be required to pay any franchise fees to the City of Huntsville for any period prior to the expiration of the City of Huntsville Franchise. provided, however, that the Seller shall not be liable under Section 9.2(iii) in respect of Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in which case the Seller will be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liable, in the aggregate, for all Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,000); provided, however, that such limitations and qualifications shall not apply in the case of Losses resulting from or arising out of the Seller's breach of its obligations under Sections 2.6.2, 2.10 and 2.13, Section 5.5, Section 12 and Section 13.4 hereofClosing Date.

Seller’s Indemnity. Notwithstanding the Closing and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may haveThe Principal Sellers agree to indemnify, Seller shall indemnify ----------------- defend and hold harmless Buyer, its respective affiliates, officers, directors, employees, agents, the Companies and representatives, and any Person claiming by or through any of them, as the case may be (each a "Buyer Indemnified Person"), harmless from and Subsidiary against any Losses arising out of or resulting from any of the following, provided that a claim for indemnity with respect -44- 50 to such Losses, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival period: (i) all refund liabilities due to subscribers Tax Liabilities of Sellers or any of their Affiliates, the Companies or any of the Subsidiaries for periods prior any Pre-Closing Tax Period, whether or not resulting from a Tax Proceeding, except to the Closing that arise extent otherwise provided in connection with Rate Regulatory Matters or Rate Regulatory Reduction Orders; clause (ii) of Section 8.3(b), (ii) all Tax Liabilities of, or attributable to, the business Companies or operations the Subsidiaries, which Tax Liabilities result from the failure of Sellers to perform, or the breach by Sellers of, any covenant made by the Seller in this Agreement, (iii) all Tax Liabilities for Pre-Closing Tax Periods of, or attributable to, the Companies or the Subsidiaries resulting from the breach by Sellers of the System prior to the Closing Date representations and warranties contained in Section 2.4, (except for Assumed iv) any Tax Liabilities for Pre-Closing Tax Periods of any member of a consolidated or combined tax group of which an adjustment has been made at Closing and Permitted Liens), any failure by Seller to pay, perform or discharge any liabilities or obligations of Seller or the System not expressly assumed by Buyer pursuant to Section 2.8.1 hereof, and all claims and demands made in respect of any of the foregoing whether Sellers or not known or asserted at or prior to the Closing; (iii) any misrepresentation, breach of warrantytheir Affiliates is, or nonfulfillment was at any time, a member, for which any of any agreement or covenant on the part of Seller under this Agreement Companies or any Transaction Document; (iv) the Litigation described Subsidiary is jointly or severally liable as a result of its inclusion in SCHEDULE 3.7 hereto; and such group, (v) any claim by the City of Huntsville or any other Person that, contrary to Paragraph 7 Transfer Tax Liabilities arising out of the Huntsville Resolution, Buyer or any of its successors or assigns is required or alleged to be required to pay any franchise fees to the City of Huntsville for any period prior to the expiration transfer of the City of Huntsville Franchise. provided, however, that the Seller shall not be liable under Section 9.2(iii) in respect of Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in which case the Seller will be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liable, in the aggregate, for all Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,000)Stock; provided, however, the Principal Sellers shall be required to make an indemnification payment or payments to Buyer, the Companies, the Subsidiaries or any of its other Affiliates under this Section 8.3(a) solely to the extent that such limitations and qualifications the amount of indemnification sought exceeds the Tax Reserve (reduced by any prior offsets pursuant to this section or Section 5.5). Notwithstanding the foregoing, the Principal Sellers shall not apply in indemnify and hold harmless Buyer, the case of Losses Companies, the Subsidiaries or its other Affiliates from and against any Tax Liabilities resulting from an actual or arising out deemed election made under Section 338 of the Seller's breach Code, or any comparable provision under foreign, state or local law, with respect to any of its obligations under Sections 2.6.2, 2.10 and 2.13, Section 5.5, Section 12 and Section 13.4 hereofthe Companies or Subsidiaries in connection with the purchase of Stock on the Closing Date.

Seller’s Indemnity. Notwithstanding Subject to the Closing proviso in the final sentence of Section 9.1, the Seller hereby indemnifies the Buyer against and regardless agrees to hold it harmless from any and all damage, loss, liability and expense (including, without limitation, reasonable expenses of investigation and attorney's fees and expenses in connection with any investigation made at any time by action, suit or on behalf of proceeding brought against the Buyer) demanded, claimed or threatened in writing against the Buyer or any information incurred or suffered by the Buyer may have, Seller shall indemnify and hold Buyer, its respective affiliates, officers, directors, employees, agents, and representatives, and any Person claiming by or through any of them, as the case may be (each a "Buyer Indemnified Person"), harmless from and against any Losses arising out of or resulting from any of the following, provided that a claim for indemnity with respect -44- 50 to such Losses, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival period: (i) all refund liabilities due any action taken or omitted to subscribers for periods be taken by the Seller prior to the Closing that arise relating to the ownership or operation of the Facilities or their business and properties prior to Closing, but excluding all Liabilities and any damage, loss, liability or expense resulting from actions taken by the Seller at the written direction of the Buyer or resulting from defects in connection with Rate Regulatory Matters or Rate Regulatory Reduction Orders; title to the Real Estate; (ii) the business any misrepresentation or operations of the System prior to the Closing Date (except for Assumed Liabilities for which an adjustment has been made at Closing and Permitted Liens), any failure by Seller to pay, perform or discharge any liabilities or obligations of Seller or the System not expressly assumed by Buyer pursuant to Section 2.8.1 hereof, and all claims and demands made in respect of any of the foregoing whether or not known or asserted at or prior to the Closing; (iii) any misrepresentation, breach of warranty, covenant or nonfulfillment of any agreement made, contained in or covenant on to be performed by the part of Seller under pursuant to this Agreement Agreement, the Schedules or any Transaction Document; Exhibits hereto or the Seller's officer's -56- -------------------------------------------------------------------------------- BRANCH PURCHASE AGREEMENT 61 certificate; (iii) all Non-Assumed Liabilities; and (iv) any claim or demand by any Branch or Office employee of the Litigation described in SCHEDULE 3.7 hereto; and Seller who shall not become an employee of the Buyer (v) except as may be the result of any action or inaction of the Buyer). Any direct claim by the City of Huntsville or any other Person thatBuyer against the Seller, contrary as distinguished from a claim against the Buyer by a third party, shall be settled by arbitration pursuant to Paragraph 7 of the Huntsville Resolution, Buyer or any of its successors or assigns is required or alleged to be required to pay any franchise fees to the City of Huntsville for any period prior to the expiration of the City of Huntsville FranchiseSection 9.4. provided, however, that the The Seller shall not be liable under this Section 9.2(iii9.2 for any settlement effected without its consent (which consent shall not be unreasonably withheld) of any claim, litigation or proceeding in respect of Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in which case indemnity may be sought hereunder. The Buyer agrees to give prompt notice to the Seller will be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liable, in the aggregate, for all Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,000); provided, however, that such limitations and qualifications shall not apply in the case of Losses resulting from or arising out of the Seller's breach assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder. The Seller may, and at the request of the Buyer shall, participate in and control the defense of any such suit, action or proceeding at its obligations under Sections 2.6.2, 2.10 and 2.13, Section 5.5, Section 12 and Section 13.4 hereofown expense.

Seller’s Indemnity. Notwithstanding 11.1 Subject to sub-clause 11.2, the Closing and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may have, Seller shall indemnify and hold Buyer, its respective affiliates, officers, directors, employees, agents, and representatives, and any Person claiming by or through any of them, as the case may be (each a "Buyer Indemnified Person"), harmless from and Purchaser against any Losses all Costs arising out of or resulting from any of the following, provided that a claim for indemnity with respect -44- 50 to such Losses, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival periodconnection with: (iA) all refund liabilities due to subscribers for periods prior to the Closing that arise in connection with Rate Regulatory Matters or Rate Regulatory Reduction Ordersany dilapidations and/or reinstatement liabilities; (iiB) the business or operations of the System prior to the Closing Date (except for Assumed Liabilities for which an adjustment has been made at Closing principal rent and Permitted Liens), any failure by Seller to pay, perform or discharge any liabilities or obligations of Seller or the System not expressly assumed by Buyer pursuant to Section 2.8.1 hereof, and all claims and demands made in respect of any of the foregoing whether or not known or asserted at or prior to the Closing; (iii) any misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement or any Transaction Document; (iv) the Litigation described in SCHEDULE 3.7 heretoother sums due; and (vC) any claim other Liabilities pursuant to the Leases. 11.2 The Purchaser agrees and acknowledges that, on behalf of the Purchaser and the Company, after the Completion Date: (A) the Purchaser and the Company shall not use or occupy the Relevant Properties demised by the City of Huntsville Limeharbour Leases, or do anything or omit to do anything, or instruct any other Person thatto occupy, contrary do anything or omit to Paragraph 7 do anything, which directly results in an increase in any Liabilities under or in respect of the Huntsville ResolutionLeases, Buyer and in the event that the Relevant Properties are occupied by a Person other than pursuant to the Purchaser’s or the Company’s instruction or other than pursuant to clause 11.2(B), the Purchaser shall (and shall procure that the Company shall) use all reasonable endeavours upon the Seller’s request to assist the Seller with the removal of such Person at the Seller’s cost; (B) the Seller shall be permitted to enter, use and occupy the Relevant Properties demised by the Limeharbour Leases from Completion, as licensee of the Company and at no cost to the Seller, for any lawful purpose under the Limeharbour Leases; (C) the Seller shall have sole conduct of all negotiations with the landlord, any tenant and any other relevant person in connection with the Leases, including settling any dilapidations and reinstatement liabilities and any rent negotiations and shall not require the Company’s or the Purchaser’s further consent or approval in relation thereto, except to the extent such settlement or negotiations obligate the Purchaser or the Company to pay any amount after Completion; (D) to the extent that the Purchaser or the Company receives any payment or reimbursement of any sum in connection with each Lease or any sub-lease, including but not limited to a payment from the landlord on a surrender of its successors a Lease, an amount equal to that payment or assigns reimbursement shall immediately be paid by the Purchaser to the Seller; (E) the Purchaser shall provide, and shall procure that the Company provides, all reasonable assistance to the Seller in connection with settling any dilapidations and reinstatement liabilities pursuant to the Leases; (F) the Seller may agree a surrender of a Lease (or any sub-lease to which any Lease is required subject) at any time and if such a surrender is agreed after Completion, the Purchaser shall (acting promptly and reasonably) support, approve and execute or alleged procure that the Company shall support, approve and execute all requisite documents to give effect to the surrender; and (G) the Seller shall prepare any amended Tax return submitted in connection with the Leases and shall prepare all documentation and deal with all matters (including correspondence) relating to such amended Tax return and the Purchaser shall procure that the Company shall cause any such amended Tax return to be signed and submitted to the appropriate Tax Authority on a timely basis without amendment or with such amendments as the Seller shall agree and shall give the Seller all such assistance as may be required to pay any franchise fees to agree those returns with the City of Huntsville for any period prior to appropriate Tax Authority PROVIDED THAT the expiration of the City of Huntsville Franchise. provided, however, that the Seller Purchaser shall not be liable under Section 9.2(iiiobliged to procure that the Company takes any such action as is mentioned in this sub-clause 11.2(G) in respect relation to any Tax return that is not to the best of Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars ($200,000) Company’s knowledge correct and complete. 11.3 The indemnity in which case the Seller will be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liable, in the aggregate, for all Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,000); provided, however, that such limitations and qualifications shall sub-clause 11.1 does not apply if after Completion, the Company or the Purchaser enters into a renewal of a Lease on or before its contractual expiry in accordance with the case of Losses resulting from or arising out statutory renewal provisions contained in Part II of the Seller's breach of its obligations under Sections 2.6.2, 2.10 Landlord and 2.13, Section 5.5, Section 12 and Section 13.4 hereofXxxxxx Xxx 0000 or otherwise.

Seller’s Indemnity. Notwithstanding the Closing and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may have, Seller shall indemnify and hold Buyerharmless ------------------ Purchaser, its Affiliates (including Voxware) and their respective affiliates, officers, directors, employees, agents, successors and representatives, assigns against and any Person claiming by or through any of them, as the case may be (each a "Buyer Indemnified Person"), harmless from and against any Losses arising out of or resulting from any of the following, provided that a claim for indemnity with in respect -44- 50 to such Losses, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival periodof: (i) all refund liabilities due to subscribers for periods prior to the Closing that arise in connection with Rate Regulatory Matters or Rate Regulatory Reduction Orders; (ii) the business or operations of the System prior to the Closing Date (except for Assumed Liabilities for which an adjustment has been made at Closing and Permitted Liens), any failure by Seller to pay, perform or discharge any liabilities or obligations of Seller or the System not expressly assumed by Buyer pursuant to Section 2.8.1 hereof, and all claims and demands made in respect of any of the foregoing whether or not known or asserted at or prior to the Closing; (iiia) any misrepresentationdamage, loss, cost, expense or liability (including reasonable attorneys' fees) resulting to Purchaser from any false, misleading or inaccurate representation, breach of warranty, warranty or nonfulfillment of any agreement agreement, covenant or covenant condition on the part of Seller under this Agreement and the Transaction Documents or from any misrepresentation in or any Transaction Documentomission from any certificate, list, schedule or other instrument to be furnished to Purchaser hereunder; (ivb) the Litigation described in SCHEDULE 3.7 hereto; and all liabilities and obligations of Seller of any kind or nature whatsoever (v) including, without limitation, any claim by the City of Huntsville or any other Person that, contrary to Paragraph 7 of the Huntsville Resolution, Buyer or any of its successors or assigns is required or alleged to be required to pay any franchise fees liability relating to the City of Huntsville for Assets or Business with respect to any period prior to the expiration Closing Date), whether accrued, absolute, fixed, contingent, known or unknown, except for obligations and liabilities accruing under the Assumed Contracts after the Closing Date; (c) any damage, loss, cost or penalty incurred by Purchaser as a result of non-compliance by Seller with any applicable bulk transfer or similar law; (d) any damage, loss, cost, expense or liability (including reasonable attorneys' fees) resulting to Purchaser from any of the City matters set forth on Schedule 6.8.; and ------------ (e) all claims, actions, suits, proceedings, demands, assessments, judgments, costs and expenses incident to any of Huntsville Franchisethe foregoing. providedThis indemnity agreement in this Section 5.2 shall be the exclusive remedy of Purchaser and Voxware with respect to the matters set forth in Section 5.2(a), however, that and shall be subject to the following limitations: (i) no claim for indemnification for the matters set forth in Section 5.2(a) shall be made until the aggregate loss or damages to Purchaser resulting therefrom exceeds $50,000; (ii) Seller shall not be liable indemnify Purchaser in full (inclusive of the first $50,000) for any claim for indemnification under Section 9.2(iii5.2(a) when the losses or damages to the Purchaser resulting from therefrom exceed $50,000; and (iii) in no event shall Seller's aggregate indemnification liability with respect of Losses unless to the aggregate of such Losses exceeds Two Hundred Thousand Dollars (matters set forth in Section 5.2(a) exceed $200,000) in which case the Seller will be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000)1,000,000. Seller will be liable, in the aggregate, for all Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,000); provided, however, that such limitations and qualifications The foregoing limitation shall not apply in the case of Losses resulting from or arising out of the to Seller's breach of its indemnification obligations under Sections 2.6.2, 2.10 with respect to the matters set forth in Section 5.2(b) and 2.13, Section 5.5, Section 12 and Section 13.4 hereof(c).

Seller’s Indemnity. Notwithstanding the Closing and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may have, Seller shall indemnify indemnify, reimburse, defend, and hold harmless Buyer, its parent company, Affiliates, and Subsidiaries and their respective affiliatespartners, members, directors, shareholders, officers, directors, employees, agents, and attorneys, representatives, contractors, and any Person claiming by or through any of themsubcontractors (collectively, as the case may be (each a "Buyer Indemnified PersonIndemnitees"), harmless ) from and against any Losses and all liabilities, claims, losses, strict liability claims, demands, lawsuits, judgments, orders, fines, penalties, damages, expenses (including but not limited to reasonable attorneys' fees and consultant fees), costs, and causes of action, including for an Environmental Liability (collectively, the "Liabilities/Claims," and individually, a "Liability/Claim"), regardless of whether the Liabilities/Claims were caused in whole or in part by the strict liability, fault, or negligence of Buyer or any other Person (whether sole, joint, concurrent, or comparative with any strict liability, fault, or negligence of Seller or any other Person) arising out of from or resulting from any of the following, provided that a claim for indemnity with respect -44- 50 relating to such Losses, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival period: (i) all refund liabilities due the ownership or operation of the Storage Assets before the Effective Time or any act or omission of Seller or its Affiliates before the Effective Time in connection with the Storage Assets, regardless of when a claim is recognized or asserted with respect to subscribers such loss; provided, that Seller owes no indemnity obligation for periods Liabilities/Claims arising from or relating to the condition of the Storage Assets prior to the Closing that arise Effective Time resulting in connection with Rate Regulatory Matters injury or Rate Regulatory Reduction Orders; damage after the Effective Time; (ii) the business breach of any representation or operations of the System prior to the Closing Date (except for Assumed Liabilities for which an adjustment has been made at Closing and Permitted Liens), any failure by Seller to pay, perform or discharge any liabilities or obligations warranty of Seller contained in this Agreement; or the System not expressly assumed by Buyer pursuant to Section 2.8.1 hereof, and all claims and demands made in respect of any of the foregoing whether or not known or asserted at or prior to the Closing; (iii) any misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement or any Transaction Document; (iv) the Litigation described in SCHEDULE 3.7 heretoExcluded Liabilities; and (v) any claim by the City of Huntsville or any other Person that, contrary to Paragraph 7 of the Huntsville Resolution, Buyer or any of its successors or assigns is required or alleged to be required to pay any franchise fees to the City of Huntsville for any period prior to the expiration of the City of Huntsville Franchise. provided, however, that the that: (A) Seller's obligations to indemnify Buyer Indemnitees pursuant to this Section 9.02 will be limited by Section 9.04; (B) Seller shall not be liable have no liability under Section 9.2(iii9.02(a)(i) (except to the extent provided in respect of Losses Section 9.02(a)(iii)) or Section 9.02(a)(ii) unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in all Liabilities/Claims relating thereto for which case the Seller will would, but for this proviso, be liable for all such Losses up exceeds, on a cumulative basis, an amount equal to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liable, in the aggregate, for all Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,0005,000,000.00); (C) Seller's aggregate liability under Section 9.02(a)(i) (excluding any liability under Section 9.02(a)(iii)) and Section 9.02(a)(ii) shall in no event exceed Five Million Dollars ($5,000,000.00); provided, however, that such and (D) The limitations set forth in Sections 9.02(a)(B) and qualifications (C) shall not apply to any indemnity for Taxes under Article X, and indemnities for Taxes will not be taken into account in determining the case of Losses resulting from or arising out satisfaction of the Seller's breach thresholds and caps of its obligations under Sections 2.6.2, 2.10 9.02(a)(B) and 2.13, Section 5.5, Section 12 and Section 13.4 hereof(C).

Seller’s Indemnity. Notwithstanding the Closing and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may have, Seller shall indemnify indemnify, hold harmless and hold Buyerdefend Purchaser, its Affiliates, and their respective affiliatessuccessors, permitted assigns, directors, shareholders, officers, directors, employees, agents, agents and representatives, and any Person claiming by or through any of them, as the case may be (each a "Buyer Indemnified Person"), harmless employees from and against all claims, losses, liabilities, demands and obligations of any Losses nature whatsoever (including reasonable legal fees and expenses) (collectively, "Damages") which Purchaser or any of its Affiliates or their respective successors, permitted assigns, directors, shareholders, officers, agents or employees shall receive, suffer or incur, arising out of or resulting from any of the following, provided that a claim for indemnity with respect -44- 50 to such Losses, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival periodfrom: (ia) Any liability of Seller which is not an Assumed Liability; (b) The breach of any representation or warranty made by Seller in this Agreement; (c) The breach of any covenant or other agreement made by Seller in this Agreement; (d) Except for Assumed Liabilities, all refund liabilities due under all pension and welfare benefit plans (as defined in Sections 3(l) and (2) of ERISA), or any supplemental unemployment benefit, deferred compensation, or other employee benefit plan of Seller or its Affiliates with respect to subscribers for any and all periods prior to the Closing that arise Date, including without limitation, all liabilities under ERISA, any liabilities for any accumulated funding deficiency as such term is defined in connection Section 302 of ERISA and Section 412 of the Code and for any liability to the Pension Benefit Guaranty Corporation, the IRS, participants, beneficiaries, employees, or any other public or private person, incurred with Rate Regulatory Matters respect to or Rate Regulatory Reduction Orders;attributable to any plan of Seller; or (iie) the business Any actions taken or operations of the System omitted to be taken by Seller prior to the Closing Date (except for and relating to the Business, Premises, the Purchased Assets, the Assumed Liabilities for which an adjustment has been made at Closing and Permitted Liens)Liabilities, any failure by Seller to pay, perform or discharge any liabilities or obligations of Seller or the System not expressly assumed by Buyer pursuant to Section 2.8.1 hereofBank Employees, and all claims and demands made any suits or proceedings commenced in respect of any connection therewith (other than proceedings to prevent or limit the consummation of the foregoing whether or not known or asserted at or prior to the Closing; (iii) any misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant on the part of Seller under transactions contemplated by this Agreement or any Transaction Document; (iv) the Litigation described in SCHEDULE 3.7 hereto; and (v) any claim by the City of Huntsville or any other Person that, contrary to Paragraph 7 of the Huntsville Resolution, Buyer or any of its successors or assigns is required or alleged to be required to pay any franchise fees to the City of Huntsville for any period prior to the expiration of the City of Huntsville Franchise. provided, however, that the Seller shall not be liable under Section 9.2(iii) in respect of Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in which case the Seller will be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000Agreement). Seller will be liable, in the aggregate, for all Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,000); provided, however, that such limitations and qualifications shall not apply in the case of Losses resulting from or arising out of the Seller's breach of its obligations under Sections 2.6.2, 2.10 and 2.13, Section 5.5, Section 12 and Section 13.4 hereof.