Common use of Survival Indemnification Clause in Contracts

Survival Indemnification. (a) All representations, warranties, covenants and agreements (except covenants and agreements which are expressly required to be performed and are performed in full on or before a Closing Date) contained in this Agreement shall be deemed made at each Closing as if made at such time and shall survive such Closing for two years, except that (i) with respect to claims asserted pursuant to this Section 10.1 before the expiration of the applicable representation or warranty, such claims shall survive until the date they are finally liquidated or otherwise resolved, (ii) Sections 3.10, 3.15 and 3.16 shall survive until the end of the applicable statute of limitations (as waived, tolled or amended), and (iii) Section 3.2 and this Section 10.1 shall survive indefinitely. All statements as to factual matters contained in any certificate, document or other instrument executed and delivered by the parties pursuant hereto shall be deemed to be representations, warranties and covenants by such party hereunder. No claim may be commenced under this Section 10.1 (or otherwise) following expiration of the applicable period of survival, and upon such expiration the Indemnifying Party shall be released from all liability with respect to claims under each such section not theretofore made by the Indemnified Party. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claim. (i) The Company agrees to indemnify and hold harmless the Purchaser, its Affiliates, and their respective officers, directors, employees and duly authorized agents and each of their affiliates and each other person controlling the Purchaser or any of their Affiliates within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act and any partner, member or stockholder of any of them from and against all losses, claims, damages or liabilities resulting from any claim, lawsuit or other proceeding by any person to which any party indemnified under this clause may become subject which is related to or arises out of (A) the transactions contemplated by this Agreement and the other Documents, whether or not

Survival Indemnification. (a) All representations, warranties, covenants and agreements (except covenants and agreements which are expressly required to be performed and are performed in full on or before a Closing Date) contained in this Agreement shall be deemed made at each Closing as if made at such time and shall survive such the Closing for two years, 18 months (except that (i) covenants and agreements that are required to be performed after the Closing Date (including without limitation the covenants and agreements contained in Sections 5.1(b), 5.2, 5.8, 5.9, 5.11, 5.12, 5.13, 5.14, 5.15, 5.16, 5.17, 6.5 and 6.6) and (ii) Sections 3.12 and 3.13 and the last sentence of Section 3.2(a), which shall survive indefinitely). Notwithstanding the foregoing, with respect to claims asserted pursuant to this Section 10.1 8.1 before the expiration of the applicable representation representation, warranty, covenant or warrantyagreement, such claims shall survive until the date they are finally liquidated adjudicated or otherwise resolved, (ii) Sections 3.10, 3.15 and 3.16 shall survive until the end of the applicable statute of limitations (as waived, tolled or amended), and (iii) Section 3.2 and this Section 10.1 shall survive indefinitely. All statements as to factual matters contained in any certificate, document or other instrument executed and delivered by the parties pursuant hereto shall be deemed to be representations, warranties and covenants by such party hereunder. No claim may be commenced under this Section 10.1 (or otherwise) following expiration of the applicable period of survival, and upon such expiration the Indemnifying Party shall be released from all liability with respect to claims under each such section not theretofore made by the Indemnified Party. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claim. (ib) The Company agrees to indemnify and hold harmless each Purchaser and each Purchaser Affiliate (each an "Indemnified Person"), from and against (and to reimburse each indemnified person as the Purchasersame are incurred) any and all losses (including, its Affiliatesbut not limited to, impairment of the value of the Shares and Warrants as of the date such loss first becomes known, but excluding consequential damages), claims, damages, liabilities, costs and expenses (collectively, "Losses") to which any Indemnified Person may become subject or which any Indemnified Person may incur based upon, arising out of, or in connection with (i) a breach of any representation, warranty or covenant of this Agreement by the Company or (ii) any claim, litigation, investigation or proceeding brought by or on behalf of any Person other than the Company relating to the Issuance, and to reimburse each Indemnified Person upon demand for any reasonable legal or other reasonable out of pocket expenses incurred in connection with investigating or defending any of the foregoing, provided the maximum amount indemnifiable to each Purchaser (and its successors or assigns) under clause (i) shall not exceed the purchase price of the Securities purchased by such Purchaser. (c) If a Person entitled to indemnity hereunder (an "Indemnified Party") asserts that the Company (the "Indemnifying Party") has become obligated to the Indemnified Party pursuant to Section 8.1(b), or if any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnifying Party may become obligated to the Indemnified Party hereunder, the Indemnified Party shall notify the Indemnifying Party promptly and shall cooperate with the Indemnifying Party, at the Indemnifying Party's expense, to the extent reasonably necessary for the resolution of such claim or in the defense of such suit, action or proceedings, including making available any information, documents and things in the possession of the Indemnified Party. Notwithstanding the foregoing notice requirement, the right to indemnification hereunder shall not be affected by any failure to give, or delay in giving, notice unless, and only to the extent that, the rights and remedies of the Indemnifying Party shall have been materially prejudiced as a result of such failure or delay. (d) In fulfilling its obligations under this Section 8.1, after the Indemnifying Party has provided each Indemnified Party with a written notice of its acceptance of liability under this Section 8.1, as between such Indemnified Party and the Indemnifying Party, the Indemnifying Party shall have the right to investigate, defend, settle or otherwise handle, with the aforesaid cooperation, any claim, suit, action or proceeding brought by a third party in such manner as the Indemnifying Party may in its sole discretion reasonably deem appropriate; provided, that (i) counsel retained by the Indemnifying Party is reasonably satisfactory to the Indemnified Party and (ii) the Indemnifying Party will not consent to any settlement or entry of judgment imposing any obligations on any other party hereto other than financial obligations for which such party will be indemnified hereunder, unless such party has consented in writing to such settlement or judgment (which consent may be given or withheld in its sole discretion) and (iii) the Indemnifying Party will not consent to any settlement or entry of judgment unless, in connection therewith, the Indemnifying Party obtains a full and unconditional release of the Indemnified Party from all liability with respect to such suit, action, investigation claim or proceeding. Notwithstanding the Indemnifying Party's election to assume the defense or investigation of such claim, action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense or investigation of such claim, action or proceeding, which participation shall be at the expense of the Indemnifying Party, if (i) on the advice of counsel to the Indemnified Party use of counsel of the Indemnifying Party's choice could reasonably be expected to give rise to a material conflict of interest, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of the assertion of any such claim or institution of any such action or proceeding, (iii) if the Indemnifying Party shall authorize the Indemnified Party to employ separate counsel at the Indemnifying Party's expense or (iv) such action shall seek relief other than monetary damages against the Indemnified Party. (e) The Company and the Purchasers agree that any payment of Losses made hereunder will be treated by the parties on their respective officerstax returns as an adjustment to the Purchase Price. If, directorsnotwithstanding such treatment by the parties, employees and duly authorized agents and each of their affiliates and each other person controlling a final determination (which shall include the Purchaser form 870-AD or successor form) with respect to the Indemnified Party or any of their its Affiliates within causes any such payment not to be treated as an adjustment to Purchase Price, then the meaning of either section 15 Indemnifying Party shall indemnify the Indemnified Party for any taxes payable by the Indemnified Party or any subsidiary by reason of the Securities Act or section 20 receipt of the Exchange Act and such payment (including any partner, member or stockholder of any of them from and against all losses, claims, damages or liabilities resulting from any claim, lawsuit or other proceeding by any person to which any party indemnified payments under this clause may become subject which is related Section 8.1(e)), determined at an assumed marginal tax rate equal to or arises out of (A) the transactions contemplated by this Agreement and highest marginal tax rate then in effect for corporate taxpayers in the other Documents, whether or notrelevant jurisdiction.

Survival Indemnification. (a) All representations, warranties, covenants and agreements (except covenants and agreements which are expressly required to be performed and are performed in full on or before a the Closing Date) contained in this Agreement shall be deemed made at each Closing as if made at such time and shall survive such Closing for two years, except that (i) with respect to claims asserted pursuant to this Section 10.1 8.1 before the expiration of the applicable representation or warranty, such claims shall survive until the date they are finally liquidated or otherwise resolved, (ii) Sections 3.103.9, 3.15 3.12 and 3.16 3.13 shall survive until the end of the applicable statute of limitations (as waived, tolled or amended)limitations, and (iii) Section 3.2 and this Section 10.1 8.1 shall survive indefinitely. All statements as to factual matters contained in any certificate, document or other instrument certificate executed and delivered by the parties pursuant hereto shall be deemed to be representations, warranties and covenants by such party hereunder. No claim may be commenced under this Section 10.1 8.1 (or otherwise) following expiration of the applicable period of survivalsurvival period, and upon such expiration the Indemnifying Party shall be released from all liability with respect to claims under each such section not theretofore made by the Indemnified Party. No right of indemnity against any claim of a third party shall arise from any representation, warranty or covenant of an Indemnifying Party herein contained, unless such third-party claim is filed or lodged against the Indemnified Party on or prior to the expiration of the survival period provided above, and all other conditions hereunder are satisfied. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claim. (i) The Company agrees to indemnify and hold harmless the Purchasereach Purchaser and its partners, its Affiliates, and their respective officers, directors, employees and duly authorized agents and each of their affiliates and each other person controlling the such Purchaser or any of their Affiliates within the meaning of either section Section 15 of the Securities Act or section Section 20 of the Exchange Act and any partner, member or stockholder of any of them from and against all losses, claims, damages or liabilities resulting from any claim, lawsuit or other proceeding by any person to which any party indemnified under this clause may become subject which is related to or arises out of (A) the transactions contemplated by this Agreement and the other Documents, whether or notnot consummated, (B) any breach of, or failure to perform any of the representations, warranties, covenants or agreements made in any of the Documents by the Company or (C) any action or omission of the Company or PRSI in connection with the transactions contemplated hereby or by the other Documents, and will reimburse each of the Purchasers and any other party indemnified under this clause for all reasonable out-of-pocket expenses (including reasonable counsel fees and disbursements) incurred by such Purchaser or any such other party indemnified under this clause and further agrees that the indemnification and reimbursements commitments herein shall apply whether or not such Purchaser or any such other party indemnified under this clause is a formal party to any such lawsuits, claims or other proceedings. The foregoing provisions are expressly intended to cover reimbursement of legal and other expenses incurred in a deposition or other discovery proceeding. (ii) Notwithstanding the foregoing clause (i), the Company shall not be liable to any party otherwise entitled to indemnification pursuant thereto: (A) in respect of any loss, claim, damage, liability or expense to the extent the same is determined, in final judgment by a court having jurisdiction, to have resulted from the gross negligence or willful misconduct of such party or (B) for any settlement effected by such party without the written consent of the Company, which consent shall not be unreasonably withheld or delayed. (c) If a person entitled to indemnity hereunder (an "Indemnified Party ") asserts that any party hereto (the "Indemnifying Party ") has become obligated to the Indemnified Party pursuant to Section 8.1(b), or if any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnifying Party may become obligated to the Indemnified Party hereunder, the Indemnified Party agrees to notify the Indemnifying Party promptly and to cooperate with the Indemnifying Party, at the Indemnifying Party's expense, to the extent reasonably necessary for the resolution of such claim or in the defense of such suit, action or proceeding, including making available any information, documents and things in the possession of the Indemnified Party which are reasonably necessary therefor. Notwithstanding the foregoing notice requirement, the right to indemnification hereunder shall not be affected by any failure to give, or delay in giving, notice unless, and only to the extent that, the rights and remedies of the Indemnifying Party shall have been materially prejudiced as a result of such failure or delay. (d) In fulfilling its obligations under this Section 8.1, after providing each Indemnified Party with a written acknowledgment of any liability under this Section 8.1 as between such Indemnified Party and the Indemnifying Party, the Indemnifying Party shall have the right to investigate, defend, settle or otherwise handle, with the aforesaid cooperation, any claim, suit, action or proceeding brought by a third party in such manner as the Indemnifying Party may in its sole discretion deem appropriate; provided, however, that (i) counsel retained by the Indemnifying Party is reasonably satisfactory to the Indemnified Party and (ii) the Indemnifying Party will not consent to any settlement imposing any obligations on any other party hereto, unless such party has consented in writing to such settlement. Notwithstanding anything to the contrary contained herein, the Indemnifying Party may retain one firm of counsel to represent all Indemnified Parties in such claim, action or proceeding; provided, however, that in the event that the defendants in, or targets of, any such claim, action or proceeding include more than one Indemnified Party, and any Indemnified Party shall have reasonably concluded, based on the opinion of its own counsel, that there may be one or more legal defenses available to it which are in conflict with those available to any other Indemnified Party, then such Indemnified Party may employ separate counsel to represent or defend it or any other person entitled to indemnification and reimbursement hereunder with respect to any such claim, action or proceeding in which it or such other person may become involved or is named as defendant and the Indemnifying Party shall pay the reasonable fees and disbursement of such counsel. Notwithstanding the Indemnifying Party's election to assume the defense or investigation of such claim, action or proceeding, the Indemnified Party shall have the right to employ separate counsel at the expense of the Indemnifying Party and to direct the defense or investigation of such claim, action or proceeding if (A) in the written opinion of counsel to the Indemnified Party, use of counsel of the Indemnifying Party's choice could reasonably be expected to give rise to a conflict of interest, or (B) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time (as determined in the light of the facts and circumstances surrounding such event), but in no event shall such time exceed 20 Business Days, after notice of the assertion of any such claim or institution of any such action or proceeding. In all other situations, the Indemnified Party shall have the right to participate in the defense or investigation of such claim, action or proceeding if the Indemnifying Party shall authorize the Indemnified Party to employ separate counsel at the Indemnifying Party's expense or if the fees and expenses of counsel for the Indemnified Party shall be borne by the Indemnified Party. (e) If for any reason (other than the gross negligence or willful misconduct referred to in subclause (b)(ii) above) the foregoing indemnification by the Company is unavailable to any Indemnified Party or is insufficient to hold it harmless as and to the extent contemplated by subclauses (b), (c) and (d) above, then the Company shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits received by the Company and its Affiliates, on the one hand, and the Purchasers and any other applicable Indemnified Party, as the case may be, on the other hand, as well as any other relevant equitable considerations.

Survival Indemnification. (a) All representations, warranties, covenants and agreements (except covenants and agreements which are expressly required to be performed and are performed in full on or before a Closing Date) Section 8.1 Survival. Other than the representations contained in this Agreement shall be deemed made at each Closing as if made at such time Sections 4.8 and 4.10 (which shall survive such Closing for two yearsas long as the Buyer owns Purchased Shares), except that the representations contained in Sections 3.2 and 3.3(a) (i) with respect to claims asserted pursuant to this which shall survive indefinitely), the representations contained in Section 10.1 before the expiration of the applicable representation or warranty, such claims 3.12 (which shall survive until the sixth anniversary of the date they are finally liquidated or otherwise resolved, of the Initial Closing) and the representations contained in 3.8 and 3.13 (ii) Sections 3.10, 3.15 and 3.16 which shall survive until the end of for a period equal to the applicable statute of limitations (as waived, tolled for any taxes or amendedpenalties imposed and payable in breach of such representations and warranties), all representations, warranties and (iii) Section 3.2 and except as provided by the last sentence of this Section 10.1 shall survive indefinitely. All statements as to factual matters 8.1) covenants and agreements of the parties contained herein, including indemnity or indemnification agreements contained herein, or in any Schedule or Exhibit hereto, or any certificate, document or other instrument executed delivered in connection herewith shall survive the Initial Closing, the Second Closing, any Subsequent Closing and delivered by the parties termination of this Agreement pursuant hereto to Section 9.1 hereof (notwithstanding the exercise of Buyer's put option pursuant to Section 2.9 hereof) until the twelve month anniversary of the latest of the Initial Closing, the Second Closing, any Subsequent Closing and the termination of this Agreement pursuant to Section 9.1 hereof; provided, however, that there shall be deemed to be representations, warranties and covenants by such party hereunder. No claim may be commenced under this Section 10.1 (or otherwise) following expiration of the applicable period of survival, and upon such expiration the Indemnifying Party shall be released from all liability no termination with respect to claims under each any representation and warranty as to which either (a) a bona fide claim has been asserted prior to such section not theretofore made by date or (b) the Indemnified PartyCompany had actual knowledge of any breach thereof prior to any Closing Date. A claim shall No Action or proceeding may be made brought with respect to any of the representations and warranties, or commenced hereunder by any of the Indemnified Party delivering to the Indemnifying Party a covenants or agreements which survive until such twelve month anniversary, unless written notice specifying thereof, setting forth in reasonable detail the nature claimed misrepresentation or breach of warranty or breach of covenant or agreement, shall have been delivered to the party alleged to have breached such representation or warranty or such covenant or agreement prior to such twelve month anniversary; provided, however, that, if Buyer shall have complied with this Section 8.1, the damages for breach by the Company of any of the claimrepresentations and warranties, the amount claimed (if known or reasonably estimable), and the factual basis for the claim. (i) The Company agrees to indemnify and hold harmless the Purchaser, its Affiliates, and their respective officers, directors, employees and duly authorized agents and each of their affiliates and each other person controlling the Purchaser or any of the covenants or agreements which survive until such twelve month anniversary, shall be measured with respect to all of Buyer's purchases of Company Common Stock hereunder and not with respect only to Buyer's purchases hereunder made prior to such twelve month anniversary, but such measurement shall not in any event include any shares of Company Stock that Buyer may have purchased other than from the Company. Those covenants or agreements that contemplate or may involve actions to be taken or obligations in effect after the Initial Closing shall survive in accordance with their Affiliates within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act and any partner, member or stockholder of any of them from and against all losses, claims, damages or liabilities resulting from any claim, lawsuit or other proceeding by any person to which any party indemnified under this clause may become subject which is related to or arises out of (A) the transactions contemplated by this Agreement and the other Documents, whether or notterms.

Survival Indemnification. (a) All representations, warranties, covenants representations and agreements (except covenants and agreements which are expressly required to be performed and are performed in full on or before a Closing Date) warranties contained in this Agreement shall be deemed made at each Closing as if made at such time and shall herein will survive such Closing for two years, except that (i) with respect to claims asserted pursuant to this Section 10.1 before the expiration closing of the applicable representation or warranty, such claims shall survive until the date they are finally liquidated or otherwise resolved, (ii) Sections 3.10, 3.15 and 3.16 shall survive until the end of the applicable statute of limitations (as waived, tolled or amended), and (iii) Section 3.2 and this Section 10.1 shall survive indefinitely. All statements as to factual matters contained in any certificate, document or other instrument executed and delivered by the parties pursuant hereto shall be deemed to be representations, warranties and covenants by such party hereunder. No claim may be commenced under this Section 10.1 (or otherwise) following expiration of the applicable period of survival, and upon such expiration the Indemnifying Party shall be released from all liability with respect to claims under each such section not theretofore made by the Indemnified Party. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claim. (i) The Company agrees to indemnify and hold harmless the Purchaser, its Affiliates, and their respective officers, directors, employees and duly authorized agents and each of their affiliates and each other person controlling the Purchaser or any of their Affiliates within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act and any partner, member or stockholder of any of them from and against all losses, claims, damages or liabilities resulting from any claim, lawsuit or other proceeding by any person to which any party indemnified under this clause may become subject which is related to or arises out of (A) the transactions contemplated by this Agreement and will expire on the other Documentsdate that is ninety (90) days following expiration of the applicable statute of limitations. All covenants and agreements contained herein will survive the closing of the transactions contemplated by this Agreement in accordance with their terms until the expiration of the applicable statute of limitations. Notwithstanding the foregoing, whether if a Company Indemnified Party (as defined below) delivers to Selling Member, before expiration of a covenant, agreement, representation or notwarranty, a written claim notice under this Section 11 based upon a breach of such covenant, agreement, representation or warranty, then the applicable covenant, agreement, representation or warranty will survive until, and only for purposes of, the resolution of the matter covered by such written claim notice. (b) Following the Closing, Selling Member shall indemnify and hold harmless the Company and its subsidiaries, affiliates, members, managers, employees, partners, agents, representatives, successors and assigns (collectively, the “Company Indemnified Parties”) from, against and in respect of any and all losses, claims, damages, deficiencies, awards, assessments, judgments, fines, penalties, costs and expenses suffered or incurred, directly or indirectly, by the Company Indemnified Parties arising from, relating or attributable to or otherwise in connection with (i) any breach of, or any inaccuracy in, any representation or warranty made by Selling Member in this Agreement or (ii) any breach or default in performance by Selling Member of any covenant or agreement of Selling Member contained in this Agreement; provided, that in no event shall such indemnification obligations in the aggregate exceed the amount of the Aggregate Consideration.

Survival Indemnification. (a) All representations, warranties, covenants and agreements (except covenants and agreements which are expressly required to be performed and are performed in full on or before a Closing Date) contained in this Agreement shall be deemed made at each Closing as if made at such time and shall survive such Closing for two years, except that (i) with respect to claims asserted pursuant to this Section 10.1 9.1 before the expiration of the applicable representation or warranty, such claims shall survive until the date they are finally liquidated or otherwise resolved, (ii) Sections 3.10, 3.15 and 3.16 shall survive until the end of the applicable statute of limitations (as waived, tolled or amended), and (iii) Section 3.2 and this Section 10.1 9.1 shall survive indefinitely. All statements as to factual matters contained in any certificate, document or other instrument executed and delivered by the parties pursuant hereto shall be deemed to be representations, warranties and covenants by such party hereunder. No claim may be commenced under this Section 10.1 9.1 (or otherwise) following expiration of the applicable period of survival, and upon such expiration the Indemnifying Party shall be released from all liability with respect to claims under each such section not theretofore made by the Indemnified Party. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claim. (i) The Company agrees to indemnify and hold harmless the Purchaser, its Affiliates, and their respective officers, directors, employees and duly authorized agents and each of their affiliates and each other person controlling the Purchaser or any of their Affiliates within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act and any partner, member or stockholder partner of any of them from and against all losses, claims, damages or liabilities resulting from any claim, lawsuit or other proceeding by any person to which any party indemnified under this clause may become subject which is related to or arises out of (A) the transactions contemplated by this Agreement and the other Documents, whether or not consummated, (B) any breach of, or failure to perform any of the representations, warranties, covenants or agreements made in any of the Documents by the Company or (C) any action or omission of the Company or any of its Subsidiaries in connection with the transactions contemplated hereby or by the other Documents, and will reimburse the Purchaser and any other party indemnified under this clause for all reasonable out-of-pocket expenses (including, without limitation, reasonable counsel fees and disbursements) incurred by the Purchaser or any such other party indemnified under this clause and further agrees that the indemnification and reimbursements commitments herein shall apply whether or not the Purchaser or any such other party indemnified under this clause is a formal party to any such lawsuits, claims or other proceedings. The foregoing provisions are expressly intended to cover, without limitation, reimbursement of legal and other expenses incurred in a deposition or other discovery proceeding. (ii) Notwithstanding the foregoing clause (i), the Company shall not be liable to any party otherwise entitled to indemnification pursuant thereto: (A) in respect of any loss, claim, damage, liability or expense to the extent the same is determined, in final judgment by a court having jurisdiction, to have resulted from the gross negligence or willful misconduct of such party or (B) for any settlement effected by such party without the written consent of the Company, which consent shall not be unreasonably withheld. (c) If a person entitled to indemnity hereunder (an "Indemnified Party") asserts that any party hereto (the "Indemnifying Party") has become obligated to the Indemnified Party pursuant to Section 9.1(b), or if any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnifying Party may become obligated to the Indemnified Party hereunder, the Indemnified Party agrees to notify the Indemnifying Party promptly and to cooperate with the Indemnifying Party, at the Indemnifying Party's expense, to the extent reasonably necessary for the resolution of such claim or in the defense of such suit, action or proceeding, including making available any information, documents and things in the possession of the Indemnified Party which are reasonably necessary therefor. Notwithstanding the foregoing notice requirement, the right to indemnification hereunder shall not be affected by any failure to give, or delay in giving, notice unless, and only to the extent that, the rights and remedies of the Indemnifying Party shall have been prejudiced as a result of such failure or delay. (d) In fulfilling its obligations under this Section 9.1, after providing each Indemnified Party with a written acknowledgment of any liability under this Section 9.1 as between such Indemnified Party and the Indemnifying Party, the Indemnifying Party shall have the right to investigate, defend, settle or otherwise handle, with the aforesaid cooperation, any claim, suit, action or proceeding brought by a third party in such manner as the Indemnifying Party may in its sole discretion deem appropriate; provided, however, that (i) counsel retained by the Indemnifying Party is reasonably satisfactory to the Indemnified Party and (ii) the Indemnifying Party shall not, except with the consent of the Indemnified Party, enter into any settlement that does not include as an unconditional term thereof the giving by the person or persons asserting such claim to all Indemnified Parties of an unconditional release from all liability with respect to such claim or consent to entry of any judgment. Notwithstanding anything to the contrary contained herein, the Indemnifying Party may retain one firm of counsel to represent all Indemnified Parties in such claim, action or proceeding; provided, however, that in the event that the defendants in, or targets of, any such claim, action or proceeding include more than one Indemnified Party, and any Indemnified Party shall have reasonably concluded, based on the opinion of its own counsel, that there may be one or more legal defenses available to it which are in conflict with those available to any other Indemnified Party, then such Indemnified Party may employ separate counsel to represent or defend it or any other person entitled to indemnification and reimbursement hereunder with respect to any such claim, action or proceeding in which it or such other person may become involved or is named as defendant and the Indemnifying Party shall pay the reasonable fees and disbursement of such counsel. Notwithstanding the Indemnifying Party's election to assume the defense or investigation of such claim, action or proceeding, the Indemnified Party shall have the right to employ separate counsel at the expense of the Indemnifying Party and to direct the defense or investigation of such claim, action or proceeding if (A) in the written opinion of counsel to the Indemnified Party, use of counsel of the Indemnifying Party's choice could reasonably be expected to give rise to a conflict of interest, or (B) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of the assertion of any such claim or institution of any such action or proceeding. In all other situations, the Indemnified Party shall have the right to participate in the defense or investigation of such claim, action or proceeding if the Indemnifying Party shall authorize the Indemnified Party to employ separate counsel at the Indemnifying Party's expense or if the fees and expenses of counsel for the Indemnified Party shall be borne by the Indemnified Party. If the Indemnifying Party does not notify the Indemnified Party within 30 days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. (e) If for any reason (other than the gross negligence or willful misconduct referred to in subclause (b)(ii) above) the foregoing indemnification by the Company is unavailable to any Indemnified Party or is insufficient to hold it harmless as and to the extent contemplated by subclauses (b), (c) and (d) above, then the Company shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits received by the Company and its Affiliates, on the one hand, and the Purchaser and any other applicable Indemnified Party, as the case may be, on the other hand, as well as any other relevant equitable considerations.

Survival Indemnification. (a) All For a period of 30 months following the Final Closing Date, all representations, warranties and covenants made by each Investor and the Company herein or in any certificate or other instrument delivered by each Investor or the Company under this Agreement shall be considered to have been relied upon by the Company or the Investors, as the case may be, and shall survive all deliveries to the Investor(s) of the Preferred B Shares and of the Secured Notes, or payment to the Company for such Preferred B Shares, regardless of any investigation made by the Company or the Investor(s), as the case may be, or on the Company’s or the Investor(s)’s behalf. Notwithstanding the foregoing or anything to contrary herein, the following representations and warranties shall survive such delivery and payment indefinitely: Sections 2.1 (Corporation Organization), 2.2 (Subsidiaries), 2.3 (Capitalization), 2.4 (Corporate Proceedings, etc.), 2.29 (Mining Operations), 2.32 (Interest in Competitors), 3(b), 3(c), 3(d), 3(f) and 3(g). (b) The Company Parties shall, notwithstanding any termination of this Agreement, indemnify and hold harmless, jointly and severally, each of the Investors and each of their respective managers, members, stockholders, partners, other equity owners, officers, directors, successors, assigns, agents, attorneys and employees, to the fullest extent permitted by applicable law, from and against any and all Losses, as incurred, arising out of or based on (i) any misrepresentation or breach of any representation or warranty made by the Company Party in any Transaction Document or any other certificate, instrument or document contemplated hereby or thereby, (ii) any breach of any agreement or obligation by a Company Party of any Transaction Document, or (iii) any Proceeding in connection with, arising out of, or related to, any of the transactions contemplated by any Transaction Document. The Company will not be liable to the Investors under this Section 9.4(b) to the extent, but only to the extent, that a Loss is attributable to an Investor’s breach of any of the representations, warranties, covenants or agreements made by an Investor under the Transaction Documents or any violations by an Investor of applicable law or any conduct by an Investor which constitutes fraud, willful misconduct or malfeasance. (c) The Investors shall, notwithstanding any termination of this Agreement, indemnify and agreements (except covenants hold harmless, severally and agreements which are expressly required not jointly, the Company, the Company’s managers, members, stockholders, partners, other equity owners, officers, directors, successors, assigns, agents, attorneys and employees, to be performed the fullest extent permitted by applicable law, from and are performed in full against any and all Losses, as incurred, arising out of or based on or before a Closing Date) contained in this Agreement shall be deemed made at each Closing as if made at such time and shall survive such Closing for two years, except that (i) with respect to claims asserted pursuant to this Section 10.1 before the expiration any misrepresentation or breach of the applicable any representation or warrantywarranty made by an Investor in any Transaction Document or any other certificate, such claims shall survive until the date they are finally liquidated instrument or otherwise resolveddocument contemplated hereby or thereby, (ii) Sections 3.10, 3.15 and 3.16 shall survive until the end (ii) any breach of the applicable statute any agreement or obligation by a Company Party of limitations (as waived, tolled any Transaction Document or amended), and (iii) Section 3.2 and this Section 10.1 shall survive indefinitely. All statements as to factual matters contained in any certificate, document breach of any agreement or other instrument executed and delivered obligation by the parties pursuant hereto shall Investors of any Transaction Document. An Investor will not be deemed liable to be representations, warranties and covenants by such party hereunder. No claim may be commenced the Company under this Section 10.1 (or otherwise9.4(c) following expiration to the extent, but only to the extent that a Loss is attributable to the Company’s breach of any of the applicable period of survivalrepresentations, and upon such expiration the Indemnifying Party shall be released from all liability with respect to claims under each such section not theretofore warranties, covenants or agreements made by the Indemnified Party. A claim shall be made Company under the Transaction Documents or commenced hereunder any violations by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature Company of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claim. (i) The Company agrees to indemnify and hold harmless the Purchaser, its Affiliates, and their respective officers, directors, employees and duly authorized agents and each of their affiliates and each other person controlling the Purchaser applicable law or any of their Affiliates within conduct by the meaning of either section 15 of the Securities Act Company which constitutes fraud, willful misconduct or section 20 of the Exchange Act and any partner, member or stockholder of any of them from and against all losses, claims, damages or liabilities resulting from any claim, lawsuit or other proceeding by any person to which any party indemnified under this clause may become subject which is related to or arises out of (A) the transactions contemplated by this Agreement and the other Documents, whether or notmalfeasance.

Survival Indemnification. (a) All representationsThe representations and warranties set forth in Sections 2.1, warranties2.2, 2.4, 2.10 and 2.19, and all of the covenants and agreements (except covenants made in this Agreement, the Schedules and agreements which are expressly required to Exhibits hereto and in any other agreement, certificate, document or instrument furnished in connection with the Closing shall survive the Closing indefinitely and shall in no way be performed affected by any investigation or knowledge of the subject matter of any such investigation made by or on behalf of the Purchaser or the Sellers. All other representations and are performed in full on or before a Closing Date) contained warranties set forth in this Agreement shall be deemed made at each survive the Closing as if made at such time for a period of 24 months, except for the representations and warranties set forth in the preceding sentence and the representations and warranties contained in Sections 2.8, 2.14, 2.16 and 2.18 which shall survive such the Closing for two years, except that until sixty (i60) with respect to claims asserted pursuant to this Section 10.1 before days after the expiration of the applicable representation or warranty, such claims shall survive until the date they are finally liquidated or otherwise resolved, (ii) Sections 3.10, 3.15 and 3.16 shall survive until the end of the applicable statute of limitations period (after giving effect to any waivers and extensions thereof) and, in each instance, all such representations and warranties shall in no way be affected by any investigation or knowledge of the subject matter of any such investigation made by or on behalf of the Purchaser or the Sellers. (b) From and after the Closing, the Purchaser agrees, to hold harmless, defend and indemnify the Sellers and their respective successors and permitted assigns (all of the foregoing are collectively referred to as waivedthe “Seller Indemnitees”) against any and all damages, tolled or amendedliabilities, losses, costs and expenses (including reasonable attorneys’ fees and expenses) (“Losses”), whether or not arising out of third-party claims, based upon, or arising out of, or relating to, (i) any inaccuracy in, or any breach by the Purchaser of any representation or warranty or other statement contained in this Agreement, the Schedules or Exhibits hereto or any other agreement, certificate, document or instrument furnished pursuant to this Agreement in connection with the Closing, (ii) any breach by the Purchaser of any covenant set forth in this Agreement, the Schedules or Exhibits hereto or any other agreement, certificate, document or instrument delivered in connection with the Closing or (iii) or (iii) any claims arising from Purchaser’s operation of the Company after the Closing (clauses (i), (ii) and (iii) Section 3.2 together, (the “Purchaser Indemnifiable Claims”). (c) From and this Section 10.1 shall survive indefinitely. All statements after the Closing, each Seller and X. Xxxx hereby agrees to jointly and severally hold harmless, defend and indemnify the Purchaser, its Affiliates and each of their partners, executive officers, directors, employees, stockholders, members, agents and representatives (collectively, referred to as to factual matters the “Purchaser Indemnitees”) against any and all Losses, whether or not arising out of third-party claims, based upon, or arising out of, or relating to, (i) any inaccuracy in, or any breach by any of the Sellers of any representation or warranty or other statement contained in this Agreement, the Schedules or Exhibits hereto or any other agreement, certificate, document or instrument furnished pursuant to this Agreement in connection with the Closing, (ii) any breach by any of the Sellers or X. xxxx of any covenant set forth in this Agreement, the Schedules or Exhibits hereto or any other agreement, certificate, document or instrument executed delivered in connection with the Closing, (iii) any adjustments/true-ups in excess of $20,000 for any pre-Closing Date calendar month for payments received from Catamaran, Inc., formerly known as SXC Health Solutions, Inc., for prior billing periods pursuant to that certain Agreement for Pharmacy Benefit Administration Services, dated as of January 23, 2004, by and delivered between SXC Health Solutions, Inc. and the Company, as amended by Amendment Agreement dated December 1, 2005, (iv) any liability arising from, or related to, the parties Subsidiary Transfer or (v) any liabilities or obligations of any Subsidiary of the Company relating to the period prior to the date hereof (clauses (i), (ii), (iii), (iv) and (v) together, the “Seller Indemnifiable Claims”). (d) An Indemnifying Party shall reimburse, promptly following request therefor, all reasonable expenses incurred by an Indemnified Party in connection with any Indemnifiable Claim, including, without limitation, any threatened, pending or completed action, suit, arbitration, investigation or other proceeding arising out of, or relating to, any Indemnifiable Claim. (e) If any Indemnified Party intends to seek indemnification pursuant hereto to this Section 5.1, such Indemnified Party shall be deemed promptly notify the Indemnifying Party in writing of such claim. The Indemnified Party will provide the Indemnifying Party with prompt notice of any third party claim in respect of which indemnification is sought. The failure to provide either such notice will not affect any rights hereunder except to the extent the Indemnifying Party is materially prejudiced thereby. (f) If such claim involves a claim by a third party against the Indemnified Party, the Indemnifying Party may, within thirty (30) calendar days after receipt of the notice provided pursuant to Section 5.1(e) and upon notice to the Indemnified Party, assume, through counsel of its own choosing and at its expense, the settlement or defense thereof, and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in connection therewith; provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it and at its own expense. If the Indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with a third party claim which relates to Losses suffered hereunder, the Indemnified Party may defend against, negotiate, and with the consent of the Indemnifying Party, such consent not to be representationsunreasonably withheld, warranties and covenants by settle or otherwise deal with such third party claim. The failure of the Indemnifying Party to participate in, conduct or control the defense of a third party claim shall not relieve the Indemnifying Party of any obligation it may have hereunder. No settlement of any such claim may be commenced under this Section 10.1 (or otherwise) following expiration of shall limit the applicable period of survival, Indemnified Party’s indemnification rights for any other Losses which are not expressly covered by a settlement and upon such expiration the Indemnifying Party shall only be released relieved from liability for Losses covered by a settlement to the extent the settlement provides an unqualified release from all liability with in respect to claims under each such section not theretofore made by the Indemnified Party. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the applicable indemnification claim. (ig) Without limiting any remedies available at Law or in equity, the Purchaser shall have the right to set off any amounts to which it may be entitled in connection with an Indemnifiable Claim against any amounts otherwise payable to the Sellers. (h) The Company agrees rights to indemnify and hold harmless the Purchaser, its Affiliatesindemnification set forth in this Section 5.1 are in addition to, and their respective officersnot in limitation of, directors, employees all rights and duly authorized agents and each of their affiliates and each other person controlling the Purchaser or any of their Affiliates within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act and any partner, member or stockholder of any of them from and against all losses, claims, damages or liabilities resulting from any claim, lawsuit or other proceeding by any person remedies to which any party indemnified may be entitled. All remedies provided under this clause may become subject which is related Agreement, by Law or otherwise afforded to or arises out of (A) the transactions contemplated by this Agreement any party, shall be cumulative and the other Documents, whether or notnot alternative.

Survival Indemnification. (a) All representations, warranties, warranties and covenants and agreements contained in this Agreement or in any certificate delivered in connection with the Closing shall survive the Closing for 12 months (except covenants and agreements which that are expressly required to be performed after the Closing Date and are performed in full on or before a Closing Date) the representations contained in this Agreement shall be deemed made at each Closing as if made at such time Sections 3.1, 3.2 and 3.3, which shall survive such Closing for two yearsindefinitely). Notwithstanding the foregoing, except that (i) with respect to claims asserted pursuant to this Section 10.1 8.1 before the expiration of the applicable representation or warranty, such claims shall survive until the date they are finally liquidated adjudicated or otherwise resolved, (ii) Sections 3.10, 3.15 and 3.16 shall survive until the end of the applicable statute of limitations (as waived, tolled or amended), and (iii) Section 3.2 and this Section 10.1 shall survive indefinitely. All statements as to factual matters contained in any certificate, document or other instrument executed and delivered by the parties pursuant hereto shall be deemed to be representations, warranties and covenants by such party hereunder. No claim may be commenced under this Section 10.1 (or otherwise) following expiration of the applicable period of survival, and upon such expiration the Indemnifying Party shall be released from all liability with respect to claims under each such section not theretofore made by the Indemnified Party. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claim. (ib) The Company agrees to indemnify and hold harmless the Purchasereach Investor, its Affiliates, each Investor Affiliate and each of their respective officers, directors, employees agents, employees, partners, members, representatives, heirs, successors and duly authorized agents assigns (each an "indemnified person") net of tax benefits, from and against (and to reimburse each indemnified person as the same are incurred) any and all losses (including, but not limited to, impairment of the value of the Notes as of the date such loss first becomes known) claims, damages, liabilities, costs and expenses (collectively, "Losses") to which any indemnified person may become subject or which any indemnified person may incur based upon, arising out of, or in connection with (i) a breach of any representation or warranty of this Agreement by the Company, (ii) any breach of any covenant or agreement contained herein by the Company or (iii) any claim, litigation, investigation or proceeding brought by or on behalf of any Person other than the Company relating to the Transactions, and to reimburse each indemnified person upon demand for any reasonable legal or other reasonable out of pocket expenses incurred in connection with investigating or defending any of the foregoing, provided (a) the Company shall have no obligation to indemnify any indemnified person for any Loss resulting from any breach of any representation or warranty hereunder (other than representations and warranties contained in Sections 3.1, 3.2 or 3.3, which shall be indemnified from the first dollar of Loss) unless and until the aggregate amount of all such Losses exceeds $1,000,000 (and then only to the extent of such excess) and (b) the maximum amount indemnifiable to indemnified persons for breaches of the representations or warranties contained in this Agreement shall not exceed $25,000,000. (c) If a Person entitled to indemnity hereunder (an "Indemnified Party") asserts that the Company (the "Indemnifying Party") has become obligated to the Indemnified Party pursuant to Section 8.1(b), or if any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnifying Party may become obligated to the Indemnified Party hereunder, the Indemnified Party shall notify the Indemnifying Party promptly and shall cooperate with the Indemnifying Party, at the Indemnifying Party's expense, to the extent reasonably necessary for the resolution of such claim or in the defense of such suit, action or proceedings, including making available any information, documents and things in the possession of the Indemnified Party. Notwithstanding the foregoing notice requirement, the right to indemnification hereunder shall not be affected by any failure to give, or delay in giving, notice unless, and only to the extent that, the rights and remedies of the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay. (d) In fulfilling its obligations under this Section 8.1, after the Indemnifying Party has provided each Indemnified Party with a written notice of its acceptance of liability under this Section 8.1, as between such Indemnified Party and the Indemnifying Party, the Indemnifying Party shall have the right to investigate, defend, settle or otherwise handle, with the aforesaid cooperation, any claim, suit, action or proceeding brought by a third party in such manner as the Indemnifying Party may in its sole discretion reasonably deem appropriate; provided, that (i) counsel retained by the Indemnifying Party is reasonably satisfactory to the Indemnified Party and (ii) the Indemnifying Party will not consent to any settlement or entry of judgment imposing any obligations on any other party hereto other than financial obligations for which such party will be indemnified hereunder, unless such party has consented in writing to such settlement or judgment (which consent may be given or withheld in its sole discretion) and (iii) the Indemnifying Party will not consent to any settlement or entry of judgment unless, in connection therewith, the Indemnifying Party obtains a full and unconditional release of the Indemnified Party from all liability with respect to such suit, action, investigation claim or proceeding. Notwithstanding the Indemnifying Party's election to assume the defense or investigation of such claim, action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense or investigation of such claim, action or proceeding, which participation shall be at the expense of the Indemnifying Party, if (i) on the advice of counsel to the Indemnified Party use of counsel of the Indemnifying Party's choice could be expected to give rise to a material conflict of interest, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of the assertion of any such claim or institution of any such action or proceeding, (iii) if the Indemnifying Party shall authorize the Indemnified Party to employ separate counsel at the Indemnifying Party's expense or (iv) such action shall seek relief other than monetary damages against the Indemnified Party. (e) The Company and the Investors agree that any payment of Losses made hereunder will be treated by the parties on their affiliates tax returns as an adjustment to the purchase price of and each other person controlling the Purchaser Notes. If, notwithstanding such treatment by the parties, a final determination with respect to the Indemnified Party or any of their its Affiliates within causes any such payment not to be treated as an adjustment to purchase price of and the meaning of either section 15 Notes, then the Indemnifying Party shall indemnify the Indemnified Party for any taxes payable by the Indemnified Party or any subsidiary by reason of the Securities Act or section 20 receipt of such payment (including any payments under this 8.1(e)), determined at an assumed marginal tax rate equal to the highest marginal tax rate then in effect for corporate taxpayers in the relevant jurisdiction. (f) The obligations of the Exchange Act and any partnerIndemnifying Party under this Section 8.1 shall survive the transfer or redemption of the Notes, member or stockholder the closing or termination of any Transaction Document. The agreements contained in this Section 8.1 shall be in addition to any other rights of them from the Indemnified Party against the Indemnifying Party or others. The Indemnifying Party consents to personal jurisdiction, service and against all losses, claims, damages venue in any court in the State of New York. (g) All obligations of the Investors hereunder shall be several and not joint. If any Investor fails to exchange shares of Original Preferred Stock or liabilities resulting from Original Warrants for the Notes and its pro rata portion of the Cash Proceeds or otherwise defaults on any claim, lawsuit liability or other proceeding by any person to which any party indemnified obligation under this clause may become subject which is related Agreement, no other Investor will have any obligation to purchase any such Notes or arises out take or refrain from taking any action on account of (A) the transactions contemplated by this Agreement and the other Documents, whether or notsuch defaulting Investor.

Survival Indemnification. 14.01. SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS. (a) All Notwithstanding any right of Buyer and Parent (whether or not exercised) to investigate the affairs of Seller and the Business or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement, Seller and Buyer have the right to rely fully upon the representations, warranties, covenants and agreements (except of the other contained in this Agreement. Except as provided in the next sentence, the representations, warranties, covenants and agreements which are expressly required to be performed of the Seller Parties and are performed in full on or before a Closing Date) the Buyer Parties contained in this Agreement shall be deemed made at each will survive the Closing as if made at such time and shall survive such Closing for two years, except that (i) indefinitely with respect to claims asserted pursuant to the representations and warranties contained in Sections 5.01, 5.02, 5.03, 5.07, 5.15, 5.21, 6.01, 6.02 and 6.03 contained in this Section 10.1 before Agreement; (ii) until thirty (30) calendar days after the expiration of the applicable representation statutes of limitation (including all periods of extension, whether automatic or warranty, such claims shall survive until the date they are finally liquidated or otherwise resolved, (iipermissive) Sections 3.10, 3.15 and 3.16 shall survive until the end of the applicable statute of limitations (as waived, tolled or amended), with respect to matters covered by Section 5.19; and (iii) until the date that is eighteen (18) months after the Closing Date in the case of all other representations and warranties; provided, however, that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (ii) or (iii) above will continue to survive with respect to any Claim if a notice shall have been timely given under Section 3.2 14.04 on or prior to such termination date, until the related Claim for indemnification has been satisfied or otherwise resolved. (b) The representations and this Section 10.1 shall survive indefinitely. All statements as to factual matters warranties contained in any certificate, document or other instrument executed Article V and delivered Article VI hereof are the only representations and warranties made by the parties pursuant hereto shall be deemed to be representations, warranties and covenants by such party hereunder. No claim may be commenced under this Section 10.1 (or otherwise) following expiration of the applicable period of survival, and upon such expiration the Indemnifying Party shall be released from all liability in connection with respect to claims under each such section not theretofore made by the Indemnified Party. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claim. (i) The Company agrees to indemnify and hold harmless the Purchaser, its Affiliates, and their respective officers, directors, employees and duly authorized agents and each of their affiliates and each other person controlling the Purchaser or any of their Affiliates within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act and any partner, member or stockholder of any of them from and against all losses, claims, damages or liabilities resulting from any claim, lawsuit or other proceeding by any person to which any party indemnified under this clause may become subject which is related to or arises out of (A) the transactions contemplated by this Agreement and supersede any and all previous written or oral statements made by any of the other Documents, whether or notparties.

Survival Indemnification. (a) All representations, warranties, covenants and agreements (except covenants and agreements which are expressly required to be performed and are performed in full on or before a the Closing Date) contained in this Agreement shall be deemed made at each Closing as if made at such time and shall survive such Closing for two years, except that (i) with respect to claims asserted pursuant to this Section 10.1 8.1 before the expiration of the applicable representation or warranty, such claims shall survive until the date they are finally liquidated or otherwise resolved, (ii) Sections 3.103.9, 3.15 3.12 and 3.16 3.13 shall survive until the end of the applicable statute of limitations (as waived, tolled or amended)limitations, and (iii) Section 3.2 and this Section 10.1 8.1 shall survive indefinitely. All statements as to factual matters contained in any certificate, document or other instrument certificate executed and delivered by the parties pursuant hereto shall be deemed to be representations, warranties and covenants by such party hereunder. No claim may be commenced under this Section 10.1 8.1 (or otherwise) following expiration of the applicable period of survivalsurvival period, and upon such expiration the Indemnifying Party shall be released from all liability with respect to claims under each such section not theretofore made by the Indemnified Party. No right of indemnity against any claim of a third party shall arise from any representation, warranty or covenant of an Indemnifying Party herein contained, unless such third-party claim is filed or lodged against the Indemnified Party on or prior to the expiration of the survival period provided above, and all other conditions hereunder are satisfied. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claim. (i) The Company agrees to indemnify and hold harmless the Purchasereach Purchaser and its partners, its Affiliates, and their respective officers, directors, employees and duly authorized agents and each of their affiliates and each other person controlling the such Purchaser or any of their Affiliates within the meaning of either section Section 15 of the Securities Act or section Section 20 of the Exchange Act and any partner, member or stockholder of any of them from and against all losses, claims, damages or liabilities resulting from any claim, lawsuit or other proceeding by any person to which any party indemnified under this clause may become subject which is related to or arises out of (A) the transactions contemplated by this Agreement and the other Documents, whether or notnot consummated, (B) any breach of, or failure to perform any of the representations, warranties, covenants or agreements made in any of the Documents by the Company or (C) any action or omission of the Company or PRSI in connection with the transactions contemplated hereby or by the other Documents, and will reimburse each of the Purchasers and any other party indemnified under this clause for all reasonable out-of-pocket expenses (including reasonable counsel fees and disbursements) incurred by such Purchaser or any such other party indemnified under this clause and further agrees that the indemnification and reimbursements commitments herein shall apply whether or not such Purchaser or any such other party indemnified under this clause is a formal party to any such lawsuits, claims or other proceedings. The foregoing provisions are expressly intended to cover reimbursement of legal and other expenses incurred in a deposition or other discovery proceeding. (ii) Notwithstanding the foregoing clause (i), the Company shall not be liable to any party otherwise entitled to indemnification pursuant thereto: (A) in respect of any loss, claim, damage, liability or expense to the extent the same is determined, in final judgment by a court having jurisdiction, to have resulted from the gross negligence or willful misconduct of such party or (B) for any settlement effected by such party without the written consent of the Company, which consent shall not be unreasonably withheld or delayed. (c) If a person entitled to indemnity hereunder (an "Indemnified Party") asserts that any party hereto (the "Indemnifying Party") has become obligated to the Indemnified Party pursuant to Section 8.1(b), or if any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnifying Party may become obligated to the Indemnified Party hereunder, the Indemnified Party agrees to notify the Indemnifying Party promptly and to cooperate with the Indemnifying Party, at the Indemnifying Party's expense, to the extent reasonably necessary for the resolution of such claim or in the defense of such suit, action or proceeding, including making available any information, documents and things in the possession of the Indemnified Party which are reasonably necessary therefore. Notwithstanding the foregoing notice requirement, the right to indemnification hereunder shall not be affected by any failure to give, or delay in giving, notice unless, and only to the extent that, the rights and remedies of the Indemnifying Party shall have been materially prejudiced as a result of such failure or delay. (d) In fulfilling its obligations under this Section 8.1, after providing each Indemnified Party with a written acknowledgment of any liability under this Section 8.1 as between such Indemnified Party and the Indemnifying Party, the Indemnifying Party shall have the right to investigate, defend, settle or otherwise handle, with the aforesaid cooperation, any claim, suit, action or proceeding brought by a third party in such manner as the Indemnifying Party may in its sole discretion deem appropriate; provided, however, that (i) counsel retained by the Indemnifying Party is reasonably satisfactory to the Indemnified Party and (ii) the Indemnifying Party will not consent to any settlement imposing any obligations on any other party hereto, unless such party has consented in writing to such settlement. Notwithstanding anything to the contrary contained herein, the Indemnifying Party may retain one firm of counsel to represent all Indemnified Parties in such claim, action or proceeding; provided, however, that in the event that the defendants in, or targets of, any such claim, action or proceeding include more than one Indemnified Party, and any Indemnified Party shall have reasonably concluded, based on the opinion of its own counsel, that there may be one or more legal defenses available to it which are in conflict with those available to any other Indemnified Party, then such Indemnified Party may employ separate counsel to represent or defend it or any other person entitled to indemnification and reimbursement hereunder with respect to any such claim, action or proceeding in which it or such other person may become involved or is named as defendant and the Indemnifying Party shall pay the reasonable fees and disbursement of such counsel. Notwithstanding the Indemnifying Party's election to assume the defense or investigation of such claim, action or proceeding, the Indemnified Party shall have the right to employ separate counsel at the expense of the Indemnifying Party and, in the event that a Majority of Purchasers (or their partners, Affiliates, officers, directors or employees) are a party to such claim, action, or proceeding, to direct the defense or investigation of such claim, action or proceeding if (A) in the written opinion of counsel to the Indemnified Party, use of counsel of the Indemnifying Party's choice could reasonably be expected to give rise to a conflict of interest, or (B) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time (as determined in the light of the facts and circumstances surrounding such event), but in no event shall such time exceed 20 Business Days, after notice of the assertion of any such claim or institution of any such action or proceeding. In all other situations, the Indemnified Party shall have the right to participate in the defense or investigation of such claim, action or proceeding if the Indemnifying Party shall authorize the Indemnified Party to employ separate counsel at the Indemnifying Party's expense or if the fees and expenses of counsel for the Indemnified Party shall be borne by the Indemnified Party. (e) If for any reason (other than the gross negligence or willful misconduct referred to in subclause (b)(ii) above) the foregoing indemnification by the Company is unavailable to any Indemnified Party or is insufficient to hold it harmless as and to the extent contemplated by subclauses (b), (c) and (d) above, then the Company shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits received by the Company and its Affiliates, on the one hand, and the Purchasers and any other applicable Indemnified Party, as the case may be, on the other hand, as well as any other relevant equitable considerations.

Survival Indemnification. 10.01 Survival. The covenants set forth in Sections 2.01, 2.11, 2.12, -------- 2.14, 5.07, 5.09, 5.10, 5.11, 5.12, 6.03, 6.04, 6.05, 7.06, 7.08. 7.09, 7.11, 10.01, 10.02 10.03, 10.04, 10.05 and 12.11 and in the Assignment and Assumption Agreements, the Receipt and Assumption Agreements and the Deeds shall survive the Closing indefinitely. The covenants, representations and warranties set forth in Sections 2.07, 3.09, 3.15, 5.04, 5.05, 7.04, 7.05 and 7.07 shall survive the Closing until the expiration of all applicable statutory periods of limitations (a) All representationsafter giving effect to any waiver, warrantiesmitigation or extension of any such statutory periods of limitations). Except as otherwise provided therein, covenants the covenants, representations and agreements (except covenants warranties of the Buyers set forth in Section 6.07 and agreements which are expressly required to be performed in the Charlevoix Lease, the Bethesda Sublease, the Sedgwick Sublease, the Promissory Notes, the Mortgages and are the Subleases shall survive the Closing until all obligations, of the Buyers thereunder shall have been paid and performed in full on or before a Closing Date) contained full. The covenant of the Seller set forth in this Agreement shall be deemed made at each Closing as if made at such time and Section 5.08 shall survive such the Closing for two years, except that (i) with respect to claims asserted pursuant to this Section 10.1 before until the expiration of the applicable period specified therein. All of the other covenants, representations and warranties of the Seller and the Buyers set forth in this Agreement or in any certificate or other writing delivered pursuant to this Agreement or in connection with this Agreement shall survive the Closing until the second anniversary of the Closing Date. Notwithstanding anything to the contrary set forth in this Section 10.01 or elsewhere in this Agreement or any other Transaction Document, any covenant, representation or warranty, such claims warranty in respect of which indemnity may be sought under section 10.02 or Section 10.03 shall survive until the date they are finally liquidated time at which such cover representation or warranty would otherwise resolved, (ii) Sections 3.10, 3.15 and 3.16 shall survive until terminate pursuant to the end preceding two sentences if notice of the applicable statute incorrectness or breach of limitations (as waivedsuch covenant, tolled representation or amended), and (iii) Section 3.2 and this Section 10.1 warranty giving rise to such right to indemnity shall survive indefinitely. All statements as have been given to factual matters contained in any certificate, document or other instrument executed and delivered by the parties pursuant hereto shall be deemed to be representations, warranties and covenants by party against whom such party hereunder. No claim indemnity may be commenced under this Section 10.1 (or otherwise) following expiration of the applicable period of survival, and upon such expiration the Indemnifying Party shall be released from all liability with respect to claims under each such section not theretofore made by the Indemnified Party. A claim shall be made or commenced hereunder by the Indemnified Party delivering sought prior to the Indemnifying Party a written time at which such covenant, representation or warranty would otherwise terminate pursuant to the preceding two sentences. Any such notice specifying in reasonable detail shall describe the nature event, circumstance or state of facts giving rise to the claimclaimed incorrectness or breach of such covenant, the amount claimed (if known representation or reasonably estimable), warranty and the factual basis for the claim. (i) The Company agrees to indemnify and hold harmless the Purchaser, its Affiliates, and their respective officers, directors, employees and duly authorized agents and each Section or Sections of their affiliates and each other person controlling the Purchaser this Agreement or any of their Affiliates within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act and any partner, member or stockholder of any of them from and against all losses, claims, damages or liabilities resulting from any claim, lawsuit or other proceeding by any person Transaction Document upon which such right to which any party indemnified under this clause may become subject which indemnity is related to or arises out of (A) the transactions contemplated by this Agreement and the other Documents, whether or notbased.

Survival Indemnification. (a) All representations, warranties, covenants representations and agreements (except covenants and agreements which are expressly required to be performed and are performed in full on or before a Closing Date) warranties contained in this Agreement shall be deemed made at each or in any certificate delivered in connection with the Initial Closing as if made at such time and shall survive such the Initial Closing for two years12 months (except representations contained in Sections 3.1 through 3.4, except that (i) 3.5(a), 3.12, and Section 3.13, which shall survive for the applicable statute of limitation, including extensions thereof, and in Section 3.5(b), which shall survive the Initial Closing for 24 months). Notwithstanding the foregoing, with respect to claims asserted pursuant to this Section 10.1 8.1 before the expiration of the applicable representation or warranty, such claims shall survive until the date they are finally liquidated adjudicated or otherwise resolved, (ii) Sections 3.10, 3.15 . The Covenants in Articles 5 and 3.16 6 shall survive until the end of the applicable statute of limitations (terminated as waived, tolled or amended), and (iii) Section 3.2 and this Section 10.1 shall survive indefinitely. All statements as to factual matters contained provided in any certificate, document or other instrument executed and delivered by the parties pursuant hereto shall be deemed to be representations, warranties and covenants by such party hereunder. No claim may be commenced under this Section 10.1 (or otherwise) following expiration of the applicable period of survival, and upon such expiration the Indemnifying Party shall be released from all liability with respect to claims under each such section not theretofore made by the Indemnified Party. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claimArticles. (i) The Company and OpCo, jointly and severally, agree to indemnify and hold harmless Purchaser, each Purchaser Affiliate and each of their respective representatives, heirs, successors and assigns (each an “indemnified person”) on an after-tax basis, from and against (and to reimburse each indemnified person as the same are incurred) any and all losses, claims, damages, liabilities, costs and expenses (collectively, “Losses”) to which any indemnified person becomes subject or which any indemnified person incurs based upon, arising out of, or relating to (A) a breach of any representation or warranty of this Agreement by the Company or OpCo; (B) any breach of any covenant or agreement contained herein or in the Financing Documents by the Company or OpCo; or (C) any claim, litigation, investigation or proceeding brought by or on behalf of any Person other than the Company or OpCo relating to the Transactions (including without limitation as a result of the use of proceeds from the Transactions), and to reimburse each indemnified person upon demand for any reasonable legal or other reasonable out of pocket expenses incurred in connection with investigating or defending or otherwise as a result of any of the foregoing, provided that the maximum amount indemnifiable to indemnified persons under Section 8.1(b)(i) (A) and (B) of this Agreement shall not exceed the sum of (x) the aggregate principal amount of all Debentures issued hereunder, (y) all accrued and unpaid interest on any outstanding Debentures, as determined on the date of the final resolution of the Losses and (z) fees and expenses with respect to the Debentures through the date of the final resolution of the Losses. (ii) Each Purchaser severally, and not jointly, agrees to indemnify and hold harmless the PurchaserCompany, its Affiliateseach Company Affiliate, and their respective officers, directors, employees and duly authorized agents and each of their affiliates respective representatives, heirs, successors and assigns (each an “indemnified person”) on an after-tax basis, from and against (and to reimburse each indemnified person as the same are incurred) any Losses to which any indemnified person may become subject or which any indemnified person may incur based upon, arising out of, or relating to a breach of any representation or warranty of this Agreement by such Purchaser and to reimburse each indemnified person upon demand for any reasonable legal or other person controlling the Purchaser reasonable out of pocket expenses incurred in connection with investigating or any of their Affiliates within the meaning of either section 15 of the Securities Act defending or section 20 of the Exchange Act and any partner, member or stockholder otherwise as a result of any of them from the foregoing, provided that the maximum amount indemnifiable to indemnified persons under this Agreement shall not exceed the aggregate principal amount of all Debentures issued by the Company to such Purchaser hereunder. (c) If a Person entitled to indemnity hereunder (an “Indemnified Party”) asserts that another party hereto (the “Indemnifying Party”) has become obligated to the Indemnified Party pursuant to Section 8.1(b), or if any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnifying Party may become obligated to the Indemnified Party hereunder, the Indemnified Party shall notify the Indemnifying Party promptly and against all lossesshall cooperate with the Indemnifying Party, claimsat the Indemnifying Party’s expense, damages to the extent reasonably necessary for the resolution of such claim or liabilities resulting from in the defense of such suit, action or proceedings, including making available any information, documents and things in the possession of the Indemnified Party. Notwithstanding the foregoing notice requirement, the right to indemnification hereunder shall not be affected by any failure to give, or delay in giving, notice unless, and only to the extent that, the rights and remedies of the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay. (d) In fulfilling its obligations under this Section 8.1, the Indemnifying Party shall have the right to investigate, defend, settle or otherwise handle, with the aforesaid cooperation, any claim, lawsuit suit, action or other proceeding brought by any person a third party in such manner as the Indemnifying Party may in its sole discretion reasonably deem appropriate; provided, that (i) counsel retained by the Indemnifying Party is reasonably satisfactory to which any party indemnified under this clause may become subject which is related to or arises out of the Indemnified Party and (Aii) the transactions contemplated by this Agreement Indemnifying Party will not consent to any settlement or entry of judgment imposing any obligations on any other party hereto other than financial obligations for which such party will be indemnified hereunder, unless such party has consented in writing to such settlement or judgment (which consent may be given or withheld in its sole discretion) and (iii) the other DocumentsIndemnifying Party will not consent to any settlement or entry of judgment unless, whether in connection therewith, the Indemnifying Party obtains a full and unconditional release of the Indemnified Party from all liability with respect to such suit, action, investigation claim or notproceeding. Notwithstanding the Indemnifying Party’s election to assume the defense or investigation of such claim, action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense or investigation of such claim, action or proceeding at their expense, which participation shall be at the expense of the Indemnifying Party, if (i) on the written advice of counsel to the Indemnified Party use of counsel of the Indemnifying Party’s choice will give rise to a material conflict of interest, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of the assertion of any such claim or institution of any such action or proceeding, or (iii) if the Indemnifying Party shall authorize the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense.

Survival Indemnification. (a) All representationsExcept as provided in Section 8.1(b), this Agreement and the covenants, representations and warranties, covenants indemnities, rights and agreements (except covenants obligations of the parties hereunder shall survive the Closing and agreements which are expressly required to be performed any investigation as Buyer may make and are performed remain in full on force and effect without time limit. The consummation or before Closing of this transaction in the face of any known breach of any obligation, warranty or representation contained herein shall be, or be deemed or construed to be, a waiver of such breach, departure, or variation. (b) The representations and warranties contained in Article IV and V hereof shall expire eighteen (18) months after the Closing Date) contained in this Agreement shall be deemed made at each Closing as if made at such time and shall survive such Closing for two years, except provided that (i) with respect claims, if any, asserted in writing prior to claims asserted pursuant the expiration of the representation or warranty to this Section 10.1 before which they are related shall survive until finally resolved and satisfied in full and (ii) claims, if any, (A) involving the representations set forth in Sections 4.12 (Taxes) and 4.14 (Environmental), (B) relating to title or any alleged ownership of or interest in the Purchased Assets, or (C) based on intentional misrepresentation, shall survive until 30 days after the expiration of the applicable representation or warranty, such claims shall survive until the date they are finally liquidated or otherwise resolved, (ii) Sections 3.10, 3.15 and 3.16 shall survive until the end of the applicable statute statue of limitations (as waived, tolled or amended), and (iii) Section 3.2 and this Section 10.1 shall survive indefinitely. All statements as to factual matters contained in any certificate, document or other instrument executed and delivered by the parties pursuant hereto shall be deemed to be representations, warranties and covenants by such party hereunder. No claim may be commenced under this Section 10.1 (or otherwise) following expiration of the applicable period of survival, and upon such expiration the Indemnifying Party shall be released from all liability with respect to claims under each such section not theretofore made by the Indemnified Party. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claimmatter. (ic) The Company agrees Seller covenant and agree to indemnify indemnify, defend and hold harmless the PurchaserBuyer, its Affiliates, and their respective officers, directors, employees employees, shareholders, successors and duly authorized agents assigns (each, a “Buyer Indemnified Party” and each of their affiliates and each other person controlling collectively, the Purchaser or any of their Affiliates within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act and any partner“Buyer Indemnified Parties”), member or stockholder of any of them from and against any and all losses, claims, damages liabilities, proceedings, demands, actions, assessments, judgments, damages, costs or liabilities expenses including, but not limited to reasonable attorney’s fees, and other expenses (collectively, “Losses”), arising out of or resulting from (i) any claim, lawsuit breach by Seller or other proceeding by any person to which any party indemnified the Shareholders of its or their representations or warranties under this clause may become subject Agreement, (ii) the nonperformance or breach of any of Seller’s or the Shareholders’ agreements, covenants or obligations under the Transaction Agreements, (iii) the Excluded Liabilities, or (iv) the imposition on Buyer of liability by reason of Seller’s failure to comply with any applicable state bulk transfer law. (d) Buyer agree to indemnify, defend and hold harmless Seller and Shareholders, and their respective its officers, directors, employees, shareholders, successors and assigns (each, a “Seller Indemnified Party” and collectively the “Seller Indemnified Parties”) from and against any and all Losses arising out of or resulting from losses arising out of or resulting from (i) any breach by Buyer of its representations or warranties hereunder, (ii) the nonperformance or breach of any of Buyer’s agreements, covenants or obligations under the Transaction Agreements, (iii) any and all Liabilities and obligations of, relating to or arising out of the ownership or operation of, the Purchased Assets or the Assets which is related to based on or arises out of any act or omission of Buyer occurring from and after the Closing Date, and (Aiv) any of the transactions contemplated by this Agreement and the other Documents, whether or notAssumed Liabilities.

Survival Indemnification. (ai) All representationsSubject to the limitations and other provisions of this Agreement, warranties, covenants the representations and agreements (except covenants warranties contained herein shall survive the Closing and agreements which are expressly required to be performed and are performed shall remain in full on or before a force and effect until the date that is two (2) years from the Closing Date) . None of the covenants or other agreements contained in this Agreement shall be deemed made at survive the Closing Date other than those which by their terms contemplate performance in whole or in part after the Closing Date, and each such surviving covenant and agreement shall survive the Closing as for the period contemplated by its terms or, if made earlier, until performed in full. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall survive such Closing for two years, except that (i) with respect to claims asserted pursuant to this Section 10.1 before not thereafter be barred by the expiration of the applicable representation or warranty, such survival period and such claims shall survive until finally resolved. For the date they are finally liquidated elimination of doubt, the parties hereby agree and acknowledge that the survival period set forth in this Section 4(h) is a contractual statute of limitations and any claim brought by any party pursuant to this Section 4(h) must be brought or otherwise resolved, filed prior to the expiration of the survival period. (ii) Sections 3.10Subject to the limitations and other provisions of this Agreement, 3.15 from and 3.16 after the Closing, the Company will indemnify and hold the Buyer and its directors, officers, stockholders, partners, employees, members and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including, without limitation, those retained in connection with the Share Issuance) (each, a “Buyer Indemnified Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs, expenses, actions, causes of action, suits, penalties and fees, including all judgments, amounts paid in settlements, court costs and reasonable out-of-pocket attorneys’ fees and costs of investigation (collectively, “Losses”) that any such Buyer Indemnified Party may suffer or incur as a result of, arising out of or relating to (1) any breach of any representation or warranty made by the Company in any of the Transaction Documents, or (2) any breach of any covenant, agreement or obligation of the Company contained in any of the Transaction Documents. In addition to the indemnity contained herein, the Company will reimburse each Buyer Indemnified Party for its expenses incurred in connection therewith. (iii) Subject to the limitations and other provisions of this Agreement, from and after the Closing, the Buyer will indemnify and hold the Company and its directors, officers, stockholders, partners, employees, members and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including, without limitation, those retained in connection with the Share Issuance) (each, a “Company Indemnified Party” and, together with the Buyer Indemnified Parties, the “Indemnified Parties”) harmless from any and all Losses that any such Company Indemnified Party may suffer or incur as a result of, arising out of or relating to (1) any breach of any representation or warranty made by the Company in any of the Transaction Documents or (2) any breach of any covenant, agreement or obligation of the Company contained in any of the Transaction Documents. In addition to the indemnity contained herein, the Buyer will reimburse each Company Indemnified Party for its expenses incurred in connection therewith. (iv) Promptly after receipt by any Indemnified Party under this Section 4(h) of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving any Loss, such Indemnified Party shall, if a claim in respect thereof is to be made against the Company or the Buyer (as applicable, the “Indemnifying Party”) under this Section 4(h), deliver to the Company a written notice of the commencement thereof, and the Indemnifying Party shall survive have the right to participate in, and, to the extent the Company so desires, to assume control of the defense thereof with counsel mutually satisfactory to the Indemnifying Party and the Indemnified Party; provided, however, that an Indemnified Party shall have the right to retain its own counsel with the fees and expenses of such counsel to be paid by the Indemnifying Party if: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such Loss and to employ counsel reasonably satisfactory to such Indemnified Party in any such Loss; or (3) the named parties to any such Loss (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, then the Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party), provided further, that in the case of clause (3) above the Indemnifying Party shall not be responsible for the reasonable fees and expenses of more than one (1) separate legal counsel for such Indemnified Party. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in connection with any negotiation or defense of any such action or Loss by the Indemnifying Party and shall furnish to the Indemnifying Party all information reasonably available to the Indemnified Party which relates to such action or Loss. The Indemnifying Party shall keep the Indemnified Party reasonably apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. The Indemnifying Party shall not be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the Indemnifying Party shall not unreasonably withhold, delay or condition its consent. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such Loss or litigation, and such settlement shall not include any admission as to fault on the part of the Indemnified Party. Following indemnification as provided for hereunder, the Indemnifying Party shall be subrogated to all rights of the Indemnified Party with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any such action shall not relieve the Indemnifying Party of any liability to the Indemnified Party under this Section 4(h), except to the extent that the Indemnifying Party is materially and adversely prejudiced in its ability to defend such action. (v) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 4(h)(ii)(1) or Section 4(h)(iii)(1), as applicable, until the end aggregate amount of all Losses in respect of indemnification under Section 4(h)(ii)(1) or Section 4(h)(iii)(1), as applicable, exceeds $50,000 (the “Basket”), in which event the Indemnifying Party shall be required to pay or be liable for all Losses from the first dollar, including Losses incurred prior to exceeding the Basket, subject to the immediately following sentence. With respect to any single claim as to which the Indemnified Party may be entitled to indemnification under Section 4(h)(ii)(1) or Section 4(h)(iii)(1), as applicable, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $5,000 (which Losses shall not be counted toward the Basket). The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 4(h)(ii)(1) or Section 4(h)(iii)(1), as applicable, shall not exceed $500,000 (the “Indemnification Cap”); provided, however, that the Indemnification Cap shall not apply with respect to Losses arising out of a breach of any of the applicable statute Company Excepted Representations or the Buyer Excepted Representations, in each case for which the Indemnifying Party shall be liable for all Losses up to the Purchase Price. (vi) Payments by an Indemnifying Party pursuant to Section 4(h) in respect of limitations any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (vii) For purposes of this Agreement, notwithstanding anything in this Agreement to the contrary, the term “Losses” or “Loss” shall not include (1) punitive or special damages or (2) consequential damages (including lost profits or diminution in value), unless such damages are reasonably foreseeable or contemplated by the parties as waivedarising out of, tolled based upon or amendedresulting from a breach of a representation, warranty or covenant contained in this Agreement (it being understood, however, that in the event any Person is required to pay any of such losses described in clauses (1) or (2) to a third party in respect of a third-party claim, such payment shall be considered actual “Losses” with respect to such Person and shall not be limited by the foregoing). (viii) The indemnity agreement contained herein shall be in addition to (1) any cause of action or similar right of an Indemnified Party against the Buyer or the Company, as applicable, and (iii2) Section 3.2 and any liabilities the parties to this Agreement may be subject to pursuant to applicable law. (ix) Once a Loss (including any associated expenses) is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Section 10.1 4(h), the Indemnifying Party shall survive indefinitely. All statements as to factual matters contained in any certificatesatisfy its obligations within twenty (20) Business Days of such final, document or other instrument executed and delivered non-appealable adjudication by the parties pursuant hereto shall be deemed to be wire transfer of immediately available funds. (x) The representations, warranties and covenants of each party hereto, and the other party’s right to indemnification with respect thereto, shall not be affected or deemed waived by such party hereunder. No claim may be commenced under this Section 10.1 (reason of any investigation made by or otherwise) following expiration on behalf of the applicable period Indemnified Party (including by any of survivalits Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, and upon such expiration the Indemnifying Party shall was or might be released from all liability with respect to claims under each such section not theretofore made inaccurate or by reason of the Indemnified Party. A claim shall be made 's waiver of any condition set forth in Section 6(a)(iii) or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known Section 6(a)(iv) or reasonably estimableSection 7(a)(iii) or Section 7(a)(iv), and the factual basis for the claimas applicable. (i) The Company agrees to indemnify and hold harmless the Purchaser, its Affiliates, and their respective officers, directors, employees and duly authorized agents and each of their affiliates and each other person controlling the Purchaser or any of their Affiliates within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act and any partner, member or stockholder of any of them from and against all losses, claims, damages or liabilities resulting from any claim, lawsuit or other proceeding by any person to which any party indemnified under this clause may become subject which is related to or arises out of (A) the transactions contemplated by this Agreement and the other Documents, whether or not

Survival Indemnification. (a) All representationsThe respective representations and warranties of the Company and Purchaser contained in Section 2.1 and Section 2.2 shall survive for a period of twelve (12) months from the Closing; provided, warrantieshowever, covenants that the representations and agreements warranties contained in Section 2.1(o) shall survive for a period of twenty-four (except covenants 24) months from the Closing (the “Survival Period”). The parties agree that no claim may be brought based upon, directly or indirectly, any of the representations and agreements which are expressly required to be performed and are performed in full on or before a Closing Date) warranties contained in this Agreement after the Survival Period. The termination of the representations and warranties provided herein shall be deemed not affect a party in respect of any good faith claim made at each Closing as if made at by such time and shall survive such Closing for two years, except that (i) with respect party in reasonable detail in writing received by the other party prior to claims asserted pursuant to this Section 10.1 before the expiration of the applicable Survival Period. (b) From and after the Closing, the Company shall indemnify, save and hold harmless Purchaser from and against any and all costs, losses, liabilities, obligations, damages, claims, judgments, awards, and expenses (whether or not arising out of third-party claims), including interest, penalties, reasonable attorneys’ fees and any amounts paid in settlement of the foregoing (collectively, “Losses”) incurred in connection with, arising out of, or resulting from (i) any breach of any representation or warranty, such claims shall survive until warranty made by the date they are finally liquidated Company in Section 2.1 hereof or otherwise resolved, in the certificate delivered pursuant to Section 3.2(e); or (ii) Sections 3.10any breach of any covenant or agreement to be performed by the Company in this Agreement. (c) From and after the Closing, 3.15 Purchaser shall indemnify, save and 3.16 hold harmless the Company from and against any and all Losses incurred in connection with, arising out of, or resulting from (i) any breach of any representation or warranty made by Purchaser in Section 2.2 hereof or in the certificate delivered pursuant to Section 3.3(d); or (ii) any breach of any covenant or agreement to be performed by Purchaser in this Agreement. (d) Each party entitled to indemnification under this Section 5.1 (the “Indemnified Party”) shall survive until give notice to the end party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the applicable statute Indemnifying Party (at its expense) to assume the defense of limitations any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (as waivedwhose approval shall not unreasonably be withheld, tolled conditioned or amendeddelayed), and the Indemnified Party may participate in such defense at such Indemnified Party’s expense; and provided, further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, unless such failure is actually materially and adversely prejudicial to the Indemnifying Party in defending such claim or litigation and in such case, only to the extent of such prejudice. Notwithstanding the foregoing, an Indemnified Party shall have the right to retain its own counsel, with the reasonable fees and expenses of no more than one such counsel (iii) Section 3.2 and this Section 10.1 shall survive indefinitely. All statements as to factual matters contained at standard rates not in any certificate, document or other instrument executed and delivered excess of those paid by the parties pursuant hereto shall be deemed Indemnified Party in the ordinary course of its business) to be representationspaid by the Indemnifying Party, warranties and covenants by such party hereunder. No claim may be commenced under this Section 10.1 if (or otherwisei) following expiration of the applicable period of survival, and upon such expiration the Indemnifying Party shall have failed, or is not entitled to assume, the defense of such claim in accordance with this Section 5.1(d); (ii) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party; or (iii) representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be released inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding. (e) An Indemnified Party shall use commercially reasonable efforts to mitigate any Losses which form the basis of an indemnification claim under this Section 5.1; provided, however, that such commercially reasonable efforts shall not require any Indemnified Party to commence any litigation, make any material monetary expenditure, or offer or grant any material accommodation (financial or otherwise) to any third party. Under no circumstances shall any Losses include consequential, indirect, punitive or other similar damages, including diminution of value, lost profits, lost revenues, business interruptions, or loss of business opportunity or reputation. Losses shall be calculated only to the extent attributable to the transactions contemplated by this Agreement (and, for the avoidance of doubt, shall not include any Losses to the extent attributable to or arising under any other agreements or arrangements, including but not limited to joint ventures, between the Company and its subsidiaries, on the one hand, and Purchaser and its subsidiaries, on the other hand). The amount of any Losses for which indemnification is provided under this Section 5.1 shall be net of any amounts actually recovered by the Indemnified Party from third parties, including under insurance policies with respect to such Losses (which the Indemnified Party shall use commercially reasonable efforts to recover), and shall be reduced to take account of any net tax benefit actually realized by the Indemnified Party in the form of a reduction of the cash taxes actually payable in the year the indemnity payment is made or a prior year to the extent such reduction arises from the incurrence or payment of any such Losses. (f) An Indemnifying Party shall not be liable for any settlement of a claim effected without its written consent (which consent will not be unreasonably withheld, conditioned or delayed). No Indemnifying Party, in its defense of any such claim, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such claim a release to the Indemnified Party from all liability with respect to claims under each such section claim; and (ii) is not theretofore made entirely indemnifiable by the Indemnified Party. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable)pursuant to this Article 5, and the factual basis for the claimimposes any injunctive relief or other restrictions of any kind or nature on any Indemnified Party. (ig) The Unless otherwise required by law, the Company agrees and Purchaser agree to indemnify treat any indemnity payment made pursuant to this Article 5 as an adjustment to the Purchase Price for U.S. federal, state, local and hold harmless the Purchaser, its Affiliates, and their respective officers, directors, employees and duly authorized agents and each of their affiliates and each other person controlling the Purchaser or any of their Affiliates within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act and any partner, member or stockholder of any of them from and against all losses, claims, damages or liabilities resulting from any claim, lawsuit or other proceeding by any person to which any party indemnified under this clause may become subject which is related to or arises out of (A) the transactions contemplated by this Agreement and the other Documents, whether or notnon-U.S. Tax purposes.

Survival Indemnification. (ai) All representationsSubject to the limitations and other provisions of this Agreement, warranties, covenants the representations and agreements (except covenants warranties contained herein shall survive the Closing and agreements which are expressly required to be performed and are performed shall remain in full on or before a force and effect until the date that is two (2) years from the Closing Date) . None of the covenants or other agreements contained in this Agreement shall be deemed made at survive the Closing Date other than those which by their terms contemplate performance in whole or in part after the Closing Date, and each such surviving covenant and agreement shall survive the Closing as for the period contemplated by its terms or, if made earlier, until performed in full. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall survive such Closing for two years, except that (i) with respect to claims asserted pursuant to this Section 10.1 before not thereafter be barred by the expiration of the applicable representation or warranty, such survival period and such claims shall survive until finally resolved. For the date they are finally liquidated elimination of doubt, the parties hereby agree and acknowledge that the survival period set forth in this Section 4(m) is a contractual statute of limitations and any claim brought by any party pursuant to this Section 4(m) must be brought or otherwise resolved, filed prior to the expiration of the survival period. (ii) Sections 3.10Subject to the limitations and other provisions of this Agreement, 3.15 from and 3.16 after the Closing, the Company will indemnify and hold the Buyer and its directors, officers, stockholders, partners, employees, members and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including, without limitation, those retained in connection with the Proposed Transactions) (each, a “Buyer Indemnified Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs, expenses, actions, causes of action, suits, penalties and fees, including all judgments, amounts paid in settlements, court costs and reasonable out-of-pocket attorneys’ fees and costs of investigation (collectively, “Losses”) that any such Buyer Indemnified Party may suffer or incur as a result of, arising out of or relating to (1) any breach of any representation or warranty made by the Company in any of the Transaction Documents, or (2) any breach of any covenant, agreement or obligation of the Company contained in any of the Transaction Documents. In addition to the indemnity contained herein, the Company will reimburse each Buyer Indemnified Party for its Expenses incurred in connection therewith. (iii) Subject to the limitations and other provisions of this Agreement, from and after the Closing, the Buyer will indemnify and hold the Company and its directors, officers, stockholders, partners, employees, members and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including, without limitation, those retained in connection with the Proposed Transactions) (each, a “Company Indemnified Party” and, together with the Buyer Indemnified Parties, the “Indemnified Parties”) harmless from any and all Losses that any such Company Indemnified Party may suffer or incur as a result of, arising out of or relating to (1) any breach of any representation or warranty made by the Company in any of the Transaction Documents or (2) any breach of any covenant, agreement or obligation of the Company contained in any of the Transaction Documents. In addition to the indemnity contained herein, the Buyer will reimburse each Company Indemnified Party for its Expenses incurred in connection therewith. (iv) Promptly after receipt by any Indemnified Party under this Section 4(m) of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving any Loss, such Indemnified Party shall, if a claim in respect thereof is to be made against the Company or the Buyer (as applicable, the “Indemnifying Party”) under this Section 4(m), deliver to the Company a written notice of the commencement thereof, and the Indemnifying Party shall survive have the right to participate in, and, to the extent the Company so desires, to assume control of the defense thereof with counsel mutually satisfactory to the Indemnifying Party and the Indemnified Party; provided, however, that an Indemnified Party shall have the right to retain its own counsel with the fees and expenses of such counsel to be paid by the Indemnifying Party if: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such Loss and to employ counsel reasonably satisfactory to such Indemnified Party in any such Loss; or (3) the named parties to any such Loss (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, then the Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party), provided further, that in the case of clause (3) above the Indemnifying Party shall not be responsible for the reasonable fees and expenses of more than one (1) separate legal counsel for such Indemnified Party. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in connection with any negotiation or defense of any such action or Loss by the Indemnifying Party and shall furnish to the Indemnifying Party all information reasonably available to the Indemnified Party which relates to such action or Loss. The Indemnifying Party shall keep the Indemnified Party reasonably apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. The Indemnifying Party shall not be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the Indemnifying Party shall not unreasonably withhold, delay or condition its consent. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such Loss or litigation, and such settlement shall not include any admission as to fault on the part of the Indemnified Party. Following indemnification as provided for hereunder, the Indemnifying Party shall be subrogated to all rights of the Indemnified Party with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any such action shall not relieve the Indemnifying Party of any liability to the Indemnified Party under this Section 4(m), except to the extent that the Indemnifying Party is materially and adversely prejudiced in its ability to defend such action. (v) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 4(m)(ii)(1) or Section 4(m)(iii)(1), as applicable, until the end aggregate amount of all Losses in respect of indemnification under Section 4(m)(ii)(1) or Section 4(m)(iii)(1), as applicable, exceeds one percent (1%) of the applicable statute Purchase Price (the “Basket”), in which event the Indemnifying Party shall be required to pay or be liable for all Losses from the first dollar, including Losses incurred prior to exceeding the Basket, subject to the immediately following sentence. With respect to any single claim as to which the Indemnified Party may be entitled to indemnification under Section 4(m)(ii)(1) or Section 4(m)(iii)(1), as applicable, the Indemnifying Party shall not be liable for any individual or series of limitations related Losses which do not exceed twenty nine hundredths of one percent (0.29%) of the Purchase Price (which Losses shall not be counted toward the Basket). The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 4(m)(ii)(1) or Section 4(m)(iii)(1), as waivedapplicable, tolled shall not exceed ten percent (10%) of the Purchase Price (the “Indemnification Cap”); provided, however, that the Indemnification Cap shall not apply with respect to Losses arising out of a breach of any of the Company Excepted Representations or amendedthe Buyer Excepted Representations, in each case for which the Indemnifying Party shall be liable for all Losses up to the Purchase Price. (vi) Payments by an Indemnifying Party pursuant to Section 4(m) in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (vii) For purposes of this Agreement, notwithstanding anything in this Agreement to the contrary, the term “Losses” or “Loss” shall not include (1) punitive or special damages or (2) consequential damages (including lost profits or diminution in value), unless such damages are reasonably foreseeable or contemplated by the parties as arising out of, based upon or resulting from a breach of a representation, warranty or covenant contained in this Agreement (it being understood, however, that in the event any Person is required to pay any of such losses described in clauses (1) or (2) to a third party in respect of a third-party claim, such payment shall be considered actual “Losses” with respect to such Person and shall not be limited by the foregoing). (viii) The indemnity agreement contained herein shall be in addition to (1) any cause of action or similar right of an Indemnified Party against the Buyer or the Company, as applicable, and (iii2) Section 3.2 and any liabilities the parties to this Agreement may be subject to pursuant to applicable law. (ix) Once a Loss (including any associated Expenses) is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Section 10.1 4(m), the Indemnifying Party shall survive indefinitely. All statements as to factual matters contained in any certificatesatisfy its obligations within twenty (20) Business Days of such final, document or other instrument executed and delivered non-appealable adjudication by the parties pursuant hereto shall be deemed to be wire transfer of immediately available funds. (x) The representations, warranties and covenants of each party hereto, and the other party’s right to indemnification with respect thereto, shall not be affected or deemed waived by such party hereunder. No claim may be commenced under this Section 10.1 (reason of any investigation made by or otherwise) following expiration on behalf of the applicable period Indemnified Party (including by any of survivalits Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, and upon such expiration the Indemnifying Party shall was or might be released from all liability with respect to claims under each such section not theretofore made inaccurate or by reason of the Indemnified Party. A claim shall be made 's waiver of any condition set forth in Section 6(a)(iii) or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known Section 6(a)(iv) or reasonably estimableSection 7(a)(iii) or Section 7(a)(iv), and the factual basis for the claimas applicable. (i) The Company agrees to indemnify and hold harmless the Purchaser, its Affiliates, and their respective officers, directors, employees and duly authorized agents and each of their affiliates and each other person controlling the Purchaser or any of their Affiliates within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act and any partner, member or stockholder of any of them from and against all losses, claims, damages or liabilities resulting from any claim, lawsuit or other proceeding by any person to which any party indemnified under this clause may become subject which is related to or arises out of (A) the transactions contemplated by this Agreement and the other Documents, whether or not

Survival Indemnification. (a) All representationsOther than the representations and warranties set forth in Sections 3.01 through 3.04, warranties3.07, covenants 3.08, 4.01 and agreements 4.02, which shall survive the Closing indefinitely, the representations and warranties of the parties contained herein shall survive the execution and delivery of this Agreement and the Closing until, and shall terminate on, the date that is eighteen (except covenants and agreements which are expressly required to be performed and are performed in full on or before a 18) months after the Closing Date) . All of the covenants or other agreements of the parties contained in this Agreement shall be deemed made at survive the Closing until fully performed in accordance with their terms. (b) From and after the Closing Date, without prejudice to Section 9.3 of the Term Loan Agreement, each Closing party (the “Indemnitor”) shall defend, protect, indemnify and hold harmless the other parties and their respective Affiliates, shareholders, partners, members, officers, directors, employees, agents or other representatives (collectively, the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as if made at such time and shall survive such Closing for two yearsa result of, except that or arising out of, or relating to (i) with respect to claims asserted pursuant to this Section 10.1 before the expiration any misrepresentation or breach of the applicable any representation or warranty, such claims shall survive until warranty made by the date they are finally liquidated or otherwise resolvedIndemnitor in this Agreement, (ii) Sections 3.10any breach of any covenant, 3.15 and 3.16 shall survive until the end agreement or obligation of the applicable statute Indemnitor contained in this Agreement; provided that the Indemnified Liabilities incurred by the Investor shall also include diminution in value to the extent reasonably foreseen and in relation to misrepresentation or breach of limitations (as waived, tolled any representation or amended)warranty made by the Company under Section 3.10, and (iii) any cause of action, suit or claim brought or made against such Indemnitee by a third party arising out of or as a result of any breach of any representation or warranty made by the Indemnitor or any breach of any covenant, agreement or obligation of the Indemnitor under any of the Transaction Agreements; provided that any Indemnified Liabilities incurred by the Company shall be payable to the Investor based on its pro rata Beneficial Ownership. To the extent that the foregoing undertaking by the Indemnitor may be unenforceable for any reason, the Indemnitor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable Law. (c) Notwithstanding anything to the contrary in this Agreement, the Indemnitor shall have no liability to the Indemnitees under Section 3.2 8.01(b) with respect to any breach of any representation or warranty made by the Indemnitor in this Agreement unless and until the aggregate amount of Indemnified Liabilities suffered or incurred by the Indemnitees thereunder exceeds US$3 million (the “Deductible”), in which case the Indemnitor shall only be liable for Indemnified Liabilities in excess of the Deductible. With respect to any individual claim for Indemnified Liabilities for breach of any representation or warranty made by the Indemnitor in this Agreement, the Indemnitor shall have no liability to the Indemnitees under Section 8.01(b) unless and until the amount of Indemnified Liabilities for such claim individually exceeds US$100,000 (the “Threshold”) (it being understood that any such individual claims for amounts less than the Threshold shall be disregarded in determining whether the Deductible has been exceeded); provided that the maximum aggregate liabilities of the Indemnitor in respect of Indemnified Liabilities pursuant to Section 8.01(b) with respect to any breach of any representation or warranty made by the Indemnitor in this Agreement shall be subject to a cap equal to the Share Purchase Price; and provided, further, that the limitations under this Section 10.1 8.01(c) shall survive indefinitely. All statements as not apply to factual matters contained in (A) any certificatemisrepresentation or breach of any representation or warranty made by the Company under Sections 3.01 through 3.04, document 3.07, 3.08 and 3.12 hereof; (B) any misrepresentation or breach of any representation or warranty made by the Investor under Sections 4.01 and 4.02; and (C) any Indemnifiable Liabilities resulting from or arising out of actual fraud, intentional misrepresentation of material facts or other instrument executed willful misconduct in connection with breach of any covenant, agreement or obligation on the part of the Company or the Investor. (d) Notwithstanding any other provision contained herein and delivered by except in the parties case of fraud or intentional misrepresentation and/or willful misconduct in connection with breach of any covenant, agreement or obligation from and after the Closing, this Section 8.01 shall be the sole and exclusive remedy of any of the Indemnitees for any claims against the Indemnitor arising out of or resulting from this Agreement and the transactions contemplated hereby; provided that the Indemnitee shall also be entitled to specific performance or other equitable remedies pursuant hereto to Section 8.14. (e) Notwithstanding anything in this Agreement to the contrary, for the sole purpose of determining the amount of Indemnified Liabilities (and not for determining whether any breach of representations or warranties have occurred), the representations and warranties contained herein shall be deemed to be representationshave been made without being qualified by “materiality” or “Material Adverse Effect” or similar qualifications, warranties and covenants by such party hereunder. No claim may be commenced under this Section 10.1 (or otherwise) following expiration of the applicable period of survival, and upon such expiration the Indemnifying Party shall be released from all liability with respect to claims under each such section not theretofore made by the Indemnified Party. A claim shall be made or commenced hereunder by the Indemnified Party delivering except to the Indemnifying Party a written notice specifying in reasonable detail the nature extent such “materiality” qualifier or word of the claim, the amount claimed (if known or reasonably estimable), and the factual basis similar import is used for the claimexpress purpose of listing any information on the Company Disclosure Schedule rather than qualifying a statement. (i) The Company agrees to indemnify and hold harmless the Purchaser, its Affiliates, and their respective officers, directors, employees and duly authorized agents and each of their affiliates and each other person controlling the Purchaser or any of their Affiliates within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act and any partner, member or stockholder of any of them from and against all losses, claims, damages or liabilities resulting from any claim, lawsuit or other proceeding by any person to which any party indemnified under this clause may become subject which is related to or arises out of (A) the transactions contemplated by this Agreement and the other Documents, whether or not

Survival Indemnification. (a) All of the terms and conditions of this Agreement, together with the representations, warranties, covenants and agreements (except covenants and agreements which are expressly required to be performed and are performed in full on or before a the Closing Date) contained herein or in any instrument or document delivered pursuant to this Agreement Agreement, shall be deemed made at each the Closing as if made at such time (except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date) and shall survive such the Closing for two yearseighteen (18) months, except that (i) with respect to claims asserted pursuant to this Section 10.1 9.1 before the expiration of the applicable representation representation, warranty, covenant, or warrantyagreement, such claims shall survive until the date they are finally liquidated or otherwise resolved, (ii) the representations and warranties in Sections 3.103.12, 3.15 3.17, 3.18, 4.12, 4.17 and 3.16 4.18 and their related schedules shall survive until thirty (30) days after the end of the applicable statute of limitations (as waived, tolled or amended), and (iii) Section 3.2 the representations and warranties in Sections 3.4, 3.8, 3.24, 4.4, 4.23 and their related schedules and this Section 10.1 9.1 shall survive indefinitely; provided that the representations, warranties and indemnities for which as indemnification Claims shall be pending as of the end of the applicable period referred to herein shall survive with respect to such Claim until the final disposition thereof. All statements as to factual matters contained in any certificate, document or other instrument executed and delivered by the parties pursuant hereto shall be deemed to be representations, warranties and covenants by such party hereunder. The representations and warranties in this Agreement and the schedules attached hereto or in any writing delivered in connection herewith shall in no event be affected by any investigation, inquiry or examination made for or on behalf of any party or be affected by the Knowledge of any officer, director, stockholder, employee, partner or agent of any party seeking indemnification hereunder or by the acceptance of any certificate or opinion from any third party. In addition, in no event will any disclosure of any event or circumstance made after the date hereof and prior to the Closing serve to amend any representation or warranty for any purpose of this Agreement. No claim Claim may be commenced under this Section 10.1 9.1 (or otherwise) following expiration of the applicable period of survival, and upon such expiration the Indemnifying Party shall be released from all liability with respect to claims under each such section not theretofore made by the Indemnified Party. A claim Claim shall be made or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claim. (i) The Company agrees to indemnify and hold harmless the Purchaser, its Affiliates, and their respective officers, directors, employees and duly authorized agents and each of their affiliates and each other person controlling the Purchaser or any of their Affiliates within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act and any partner, member or stockholder of any of them from and against all losses, claims, damages or liabilities resulting from any claim, lawsuit or other proceeding by any person to which any party indemnified under this clause may become subject which is related to or arises out of (A) the transactions contemplated by this Agreement and the other Documents, whether or not

Survival Indemnification. 9.1 Survival; Effect of Materiality Qualifiers. (a) All representations, warranties, covenants The representations and agreements (except covenants and agreements which are expressly required to be performed and are performed in full on or before a Closing Date) contained in warranties of Vodafone under this Agreement shall be deemed made at each terminate on the Closing as if made at such time and shall survive such Closing for two yearsDate, except that (ix) with respect to claims asserted pursuant to this Section 10.1 before the representations and warranties in Sections 3.1, 3.2 and 3.12 shall survive the Closing until the date that is twelve (12) months after the Closing Date, at which time they will terminate and (y) the representations and warranties in Sections 3.7(b), 3.8 and 3.9 shall survive the Closing until thirty (30) days after the expiration of the applicable representation or warrantystatute of limitations, such claims at which time they will terminate. The representations and warranties of Verizon under this Agreement shall terminate on the Closing Date, except that the representations and warranties in Sections 4.1, 4.3 and 4.16 shall survive the Closing until the date that is twelve (12) months after the Closing Date, at which time they are finally liquidated will terminate. The covenants and other agreements of the parties under this Agreement or otherwise resolvedin any instrument delivered pursuant to this Agreement that specify performance prior to the Closing Date (other than Sections 5.1, (ii5.17 and 5.18, which shall terminate on the Closing Date, provided, that the covenants contained in Section 5.1 and 5.18(f) Sections 3.10shall, 3.15 and 3.16 shall for purposes of indemnification pursuant to Section 9.2(c), survive until thirty (30) days after the end expiration of the applicable statute of limitations (as waived, tolled or amended), and (iiilimitations) Section 3.2 and this Section 10.1 shall survive indefinitelythe Closing until the expiration of twelve (12) months after the Closing Date, at which time they will terminate. All statements The covenants and other agreements of the parties under this Agreement or in any instrument delivered pursuant to this Agreement that specify performance following the Closing Date shall survive the Closing in accordance with their terms. Notwithstanding the preceding sentences, any breach or inaccuracy of any representation or warranty or any breach of any covenant or agreement in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to the preceding sentences, if written notice of the inaccuracy or breach thereof giving rise to such right of indemnity shall have been given to the party against whom such indemnity may be sought prior to such time. (b) Following the Closing, in determining whether any representation or warranty in this Agreement was true and correct as of any particular date and the amount of any Damages in respect of the failure of any such representation or warranty to be true and correct as of any particular date, any qualification or limitation as to factual matters contained in any certificatemateriality (whether by reference to “Vodafone Material Adverse Effect”, document or other instrument executed and delivered by the parties pursuant hereto shall be deemed to be representations, warranties and covenants by such party hereunder. No claim may be commenced under this Section 10.1 (“Verizon Material Adverse Effect” or otherwise) following expiration of the applicable period of survival, and upon or knowledge contained in such expiration the Indemnifying Party representation or warranty shall be released from all liability with respect to claims under each such section not theretofore made by the Indemnified Party. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claimdisregarded. (i) The Company agrees to indemnify and hold harmless the Purchaser, its Affiliates, and their respective officers, directors, employees and duly authorized agents and each of their affiliates and each other person controlling the Purchaser or any of their Affiliates within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act and any partner, member or stockholder of any of them from and against all losses, claims, damages or liabilities resulting from any claim, lawsuit or other proceeding by any person to which any party indemnified under this clause may become subject which is related to or arises out of (A) the transactions contemplated by this Agreement and the other Documents, whether or not

Survival Indemnification. (a) All representations, warranties, representations and warranties and covenants and agreements contained in this Agreement or in any certificate delivered in connection with a Closing shall survive the Initial Closing for 18 months (except (i) covenants and agreements which that are expressly required to be performed after the Initial Closing Date and are performed in full on or before a Closing Date) the representations contained in this Agreement shall be deemed made at each Closing as if made at such time Sections 3.1, 3.2, 3.3 and 3.4, which shall survive such Closing indefinitely and (ii) representations and warranties contained in Section 3.13, which shall survive for two yearsthe applicable statute of limitation). Notwithstanding the foregoing, except that (i) with respect to claims asserted pursuant to this Section 10.1 8.1 before the expiration of the applicable representation or warranty, such claims shall survive until the date they are finally liquidated adjudicated or otherwise resolved, (ii) Sections 3.10, 3.15 and 3.16 shall survive until the end of the applicable statute of limitations (as waived, tolled or amended), and (iii) Section 3.2 and this Section 10.1 shall survive indefinitely. All statements as to factual matters contained in any certificate, document or other instrument executed and delivered by the parties pursuant hereto shall be deemed to be representations, warranties and covenants by such party hereunder. No claim may be commenced under this Section 10.1 (or otherwise) following expiration of the applicable period of survival, and upon such expiration the Indemnifying Party shall be released from all liability with respect to claims under each such section not theretofore made by the Indemnified Party. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claim. (ib) The Company agrees to indemnify and hold harmless the Purchaser, its Affiliates, and their respective officers, directors, employees and duly authorized agents each Purchaser Affiliate and each of their affiliates respective representatives, heirs, successors and assigns (each other person controlling the Purchaser or any of their Affiliates within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act and any partneran "Indemnified Party") on an after-tax basis, member or stockholder of any of them from and against (and to reimburse each Indemnified Party as the same are incurred) any and all losseslosses (including, but not limited to, impairment of the value of the Shares as of the date such loss first becomes known), claims, damages damages, liabilities, costs and expenses (collectively, "Losses") to which any Indemnified Party may become subject or liabilities resulting from which any Indemnified Party may incur based upon, arising out of, or in connection with (i) a breach of any representation or warranty of this Agreement by the Company, (ii) any breach of any covenant or agreement contained herein by the Company or (iii) any claim, lawsuit litigation, investigation or proceeding brought by or on behalf of any Person other than the Company relating to the Issuances, and to reimburse each Indemnified Party upon demand for any reasonable legal or other proceeding by any person to which any party indemnified under this clause may become subject which is related to or arises reasonable out of pocket expenses incurred in connection with investigating or defending any of the foregoing; provided (A) the transactions contemplated by Company shall have no obligation to indemnify any Indemnified Party for any Loss resulting from any breach of any representation or warranty hereunder (other than representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.4 or 3.13, which shall be indemnified from the first dollar of Loss) unless and until the aggregate amount of all such Losses exceeds $250,000 (and then only to the extent of such excess) and (B) the maximum amount indemnifiable to all Indemnified Parties for breaches of the representations or warranties contained in this Agreement shall not exceed $25,000,000; provided, further that the Company shall have no obligation to indemnify any Indemnified Party for any Losses which are finally determined by a court of competent jurisdiction to have been caused by the gross negligence or willful misconduct of such Indemnified Party. (c) If an Indemnified Party asserts that the Company (the "Indemnifying Party") has become obligated to the Indemnified Party pursuant to Section 8.1(b), or if any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnifying Party may become obligated to the Indemnified Party hereunder, the Indemnified Party shall notify the Indemnifying Party promptly and shall cooperate with the Indemnifying Party, at the Indemnifying Party's expense, to the extent reasonably necessary for the resolution of such claim or in the defense of such suit, action or proceedings, including making available any information, documents and things in the possession of the Indemnified Party. Notwithstanding the foregoing notice requirement, the right to indemnification hereunder shall not be affected by any failure to give, or delay in giving, notice unless, and only to the extent that, the rights and remedies of the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay. (d) In fulfilling its obligations under this Section 8.1, after the Indemnifying Party has provided each Indemnified Party with a written notice of its acceptance of liability under this Section 8.1, as between such Indemnified Party and the Indemnifying Party, the Indemnifying Party shall have the right to investigate, defend, settle or otherwise handle, with the aforesaid cooperation, any claim, suit, action or proceeding brought by a third party in such manner as the Indemnifying Party may in its sole discretion reasonably deem appropriate; provided, that (i) counsel retained by the Indemnifying Party is satisfactory to the Indemnified Party and (ii) the Indemnifying Party will not consent to any settlement or entry of judgment imposing any obligations on any other Documentsparty hereto other than financial obligations for which such party will be indemnified hereunder, whether unless such party has consented in writing to such settlement or notjudgment (which consent may be given or withheld in its sole discretion) and (iii) the Indemnifying Party will not consent to any settlement or entry of judgment unless, in connection therewith, the Indemnifying Party obtains a full and unconditional release of the Indemnified Party from all liability with respect to such suit, action, investigation claim or proceeding. Notwithstanding the Indemnifying Party's election to assume the defense or investigation of such claim, action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense or investigation of such claim, action or proceeding, which participation shall be at the expense of the Indemnifying Party, if (i) on the advice of counsel to the Indemnified Party use of counsel of the Indemnifying Party's choice could be expected to give rise to a material conflict of interest, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of the assertion of any such claim or institution of any such action or proceeding, (iii) the Indemnifying Party shall authorize the Indemnified Party to employ separate counsel at the Indemnifying Party's expense or (iv) such action shall seek relief other than monetary damages against the Indemnified Party. (e) The obligations of the Indemnifying Party under this Section 8.1 shall survive the transfer, redemption or conversion of the Shares and the Common Stock issued upon the conversion or exercise thereof, or the closing or termination of any Equity Document. The agreements contained in this Section 8.1 shall be in addition to any other rights of the Indemnified Party against the Indemnifying Party or others. The Indemnifying Party consents to personal jurisdiction, service and venue in any New York court in which any claim subject to this Agreement is brought by any Indemnified Party.

Survival Indemnification. (a) All The representations, warranties, covenants and agreements (except covenants and agreements which are expressly required made by each Party to be performed and are performed the other Party in full on or before a Closing Date) contained in pursuant to this Agreement shall be deemed survive the occurrence of the Closing for the periods specified in Sections 8.3(b), (c) and (d) below; provided, however, that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with Sections 8.3 (b), (c) and (d) below will continue to survive if a notice of a Buyer Claim, Seller Claim or Third Party Claim is timely delivered under this Section 8.3 on or prior to such termination date thereof, until the related claim for indemnification has been satisfied or otherwise resolved as provided in this Section 8.3. (b) Subject to the terms and conditions set forth in this Section 8.3, the representations and warranties made at each Closing as if made at such time by Seller and contained in Article II of this Agreement shall survive such the Closing for two years, except that (i) with respect to claims asserted pursuant to this Section 10.1 before the expiration of the applicable representation or warrantyrepresentations and warranties contained in Sections 2.1, such claims shall survive until the date they are finally liquidated or otherwise resolved2.2, 2.3, 2.4 and 2.13, indefinitely, (ii) with respect to the representations and warranties contained in Sections 3.102.15, 3.15 2.16, 2.17 and 3.16 shall survive 2.19, until sixty (60) days following the end expiration of the applicable statute of limitations (as waivedincluding all periods of extension, tolled whether automatic or amended), permissive) and (iii) Section 3.2 and this Section 10.1 shall survive indefinitely. All statements as to factual matters contained in any certificate, document or other instrument executed and delivered by the parties pursuant hereto shall be deemed to be representations, warranties and covenants by such party hereunder. No claim may be commenced under this Section 10.1 (or otherwise) following expiration of the applicable period of survival, and upon such expiration the Indemnifying Party shall be released from all liability with respect to claims under each such section not theretofore made by all other representations and warranties contained in this Agreement, until the Indemnified Party. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature second year anniversary of the claimClosing, the amount claimed (if known or reasonably estimable)but shall not survive, and the factual basis for the claimshall cease to be of any further force or effect, thereafter. (c) Subject to the terms and conditions of this Section 8.3, the representations and warranties made by Buyer and contained in Article III of this Agreement shall survive the Closing with respect to the representations and warranties contained in Sections 3.1 and 3.2, indefinitely, and with respect to all other representations and warranties contained in this Agreement, until the second year anniversary of the Closing, but shall not survive, and shall cease to be of any further force or effect, thereafter. (d) Notwithstanding anything to the contrary set forth herein, the covenants and agreements shall survive the Closing (i) The Company with respect to covenants or agreements contained in this Agreement to be performed on or prior to the Closing, until the second year anniversary of the Closing , (ii) with respect to each other covenant or agreement contained in this Agreement, until sixty (60) days following the last date on which such covenant or agreement is to be performed or, if no such date is specified, indefinitely. (e) After the Closing, Seller agrees to indemnify and hold harmless Buyer and the PurchaserCompany, its Affiliatesto the extent permitted by applicable law, and their respective officers, directors, employees and duly authorized agents and each of their affiliates and each other person controlling the Purchaser or any of their Affiliates within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act and any partner, member or stockholder of any of them from and against all lossesdemands, claims, actions or causes of action, assessments, losses, damages and liabilities (collectively “Damages”), asserted against or liabilities resulting from actually incurred by Buyer or the Company as a result of any claim(x) inaccuracy as of the Closing Date of any representation or warranty of Seller contained in or made pursuant to Article II of this Agreement (determined in all cases as if the terms “material”, lawsuit “materially”, “Material Adverse Effect” or other proceeding similar qualifiers were not included therein) or any Damages directly arising from the business of the Company occurring prior to the Closing or (y) nonfulfillment of or failure to perform any covenant or agreement on the part of Seller contained herein, but shall expressly exclude consequential damages, damages based upon a theory of lost profits, damages based upon a theory of a multiple of earnings or any similar indirect damages (“Buyer Claims”); provided, however, that Seller’s obligation to indemnify Buyer for any Damages pursuant to this Section 8.3(e) shall be effective and Seller shall be liable only to the extent that (i) such Damages are in excess of any net amounts recoverable by the Company or the Subsidiaries using their commercially reasonable efforts pursuant to any person contract, including, but not limited to Government Contracts, to which any party indemnified the Company or Subsidiary is a party, (ii) such Damages exceed the amount reserved against for such category of Damages in the Financial Statements or Interim Financial Statements and (iii) written notice of a Buyer Claim in respect of such Damages, specifying in detail the basis therefor and referring to this Section 8.3(e), has been received by Seller on or prior to the date specified by Section 8.3(b), and provided, further, however, that the provisions for indemnity contained in clause (x) of this Section 8.3(e) shall be effective only to the extent the aggregate amount of all such Damages for which Seller is liable under clause (x) of this Section 8.3(e) exceeds $2,000,000 (the “Threshold Amount”), in which event, Seller shall be liable under clause may become subject which (x) of this Section 8.3(e) only for the amount of Damages that is related in excess of the Threshold Amount. Notwithstanding anything to or arises out the contrary contained herein, in no event shall the aggregate indemnity obligation of Seller pursuant to clause (x) of this Section 8.3(e) be in excess of the amount of $30,000,000 (the “Cap”). Notwithstanding the foregoing, (A) the transactions contemplated by this Agreement Cap shall be increased on a dollar-for-dollar basis, not to exceed $10,000,000, for every dollar of Damages arising out of or relating to any inaccuracy of the representations and warranties contained in Sections 2.16, 2.17 and 2.19, and (B) neither the Threshold Amount nor the Cap shall apply to any fraud or willful misconduct on the part of Seller. Buyer and Seller agree that Buyer’s and the Company’s sole remedy for claims for any breach by Seller of this Agreement, other Documentsthan equitable remedies for the nonfulfillment of or failure to perform the obligations in Section 8.6, whether shall be limited to Seller’s indemnity obligations pursuant to this Section 8.3(e). (f) Notwithstanding any provision of the Agreement to the contrary, Seller agrees to indemnify and hold harmless Buyer from and against all Damages, including without limitation, any Tax, employee benefits and environmental liabilities) arising from or notrelated to JCBAS and JCSS (or their business or operations or as a result of their transfer to Seller, as applicable).

Survival Indemnification. (a) All representations, warranties, warranties and covenants and agreements contained in this Agreement or in any certificate delivered in connection with the Closing shall survive the Closing for 12 months (except (i) covenants and agreements which that are expressly required to be performed after the Closing Date and are performed in full on or before a Closing Date) the representations contained in this Agreement shall be deemed made at each Closing as if made at such time Sections 3.1, 3.2, 3.3 and 3.4, which shall survive such Closing indefinitely and (ii) representations and warranties contained in Section 3.13 (Taxes), which shall survive for two yearsthe applicable statute of limitation, except that (i) including extensions thereof). Notwithstanding the foregoing, with respect to claims asserted pursuant to this Section 10.1 8.1 before the expiration of the applicable representation or warranty, such claims shall survive until the date they are finally liquidated adjudicated or otherwise resolved, (ii) Sections 3.10, 3.15 . The Covenants in Articles V and 3.16 VI shall survive until the end terminate upon repayment in full of the applicable statute of limitations (as waived, tolled or amended), and (iii) Section 3.2 and this Section 10.1 shall survive indefinitely. All statements as to factual matters contained in any certificate, document or other instrument executed and delivered by the parties pursuant hereto shall be deemed to be representations, warranties and covenants by such party hereunder. No claim may be commenced under this Section 10.1 (or otherwise) following expiration of the applicable period of survival, and upon such expiration the Indemnifying Party shall be released from all liability with respect to claims under each such section not theretofore made by the Indemnified Party. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claimIndebtedness. (i) The Company agrees to indemnify and hold harmless the Purchaser, its Affiliates, and their respective officers, directors, employees and duly authorized agents each Purchaser Affiliate and each of their affiliates respective representatives, heirs, successors and assigns (each other person controlling the Purchaser or any of their Affiliates within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act and any partneran "indemnified person") on an after-tax basis, member or stockholder of any of them from and against (and to reimburse each indemnified person as the same are incurred) any and all losses, losses claims, damages damages, liabilities, costs and expenses (collectively, "Losses") to which any indemnified person may become subject or liabilities resulting from which any indemnified person may incur based upon, arising out of, or in connection with (i) a breach of any representation or warranty of this Agreement by the Company, or (ii) any breach of any covenant or agreement contained herein or in the Financing Documents by the Company, or (iii) any claim, lawsuit litigation, investigation or proceeding brought by or on behalf of any Person other than the Company relating to the Transactions, and to reimburse each indemnified person upon demand for any reasonable legal or other proceeding by any person to which any party indemnified under this clause may become subject which is related to or arises reasonable out of pocket expenses incurred in connection with investigating or defending any of the foregoing, provided (A) the transactions contemplated by Company shall have no obligation to indemnify any indemnified person for any Loss resulting from any breach of any representation or warranty hereunder (other than representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.4, or 3.13 which shall be indemnified from the first dollar of Loss) unless and until the aggregate amount of all such Losses exceeds $150,000 (and then only to the extent of such excess) and (B) the maximum amount indemnifiable to indemnified persons for breaches of the representations or warranties contained in this Agreement shall not exceed $10,000,000. (ii) Each Purchaser severally, and not jointly, agrees to indemnify and hold harmless the Company, each Company Affiliate and each of their respective representatives, heirs, successors and assigns (each an "indemnified person") on an after-tax basis, from and against (and to reimburse each indemnified person as the same are incurred) any Losses to which any indemnified person may become subject or which any indemnified person may incur based upon, arising out of, or in connection with a breach of any representation or warranty of this Agreement by such Purchaser and to reimburse each indemnified person upon demand for any reasonable legal or other reasonable out of pocket expenses incurred in connection with investigating or defending any of the foregoing, provided (A) Purchaser shall have no obligation to indemnify any indemnified person for any Loss resulting from any breach of any representation or warranty hereunder (other than representations and warranties contained in Sections 4.1 or 4.3 which shall be indemnified from the first dollar of Loss) unless and until the aggregate amount of all such Losses exceeds $150,000 (and then only to the extent of such excess) and (B) the maximum amount indemnifiable to indemnified persons for breaches of the representations or warranties contained in this Agreement shall not exceed the aggregate amount of the purchase price set forth opposite such Purchaser's name on Schedule A attached hereto. (c) If a Person entitled to indemnity hereunder (an "Indemnified Party") asserts that another party hereto (the "Indemnifying Party") has become obligated to the Indemnified Party pursuant to Section 8.1(b), or if any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnifying Party may become obligated to the Indemnified Party hereunder, the Indemnified Party shall notify the Indemnifying Party promptly and shall cooperate with the Indemnifying Party, at the Indemnifying Party's expense, to the extent reasonably necessary for the resolution of such claim or in the defense of such suit, action or proceedings, including making available any information, documents and things in the possession of the Indemnified Party. Notwithstanding the foregoing notice requirement, the right to indemnification hereunder shall not be affected by any failure to give, or delay in giving, notice unless, and only to the extent that, the rights and remedies of the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay. (d) In fulfilling its obligations under this Section 8.1, the Indemnifying Party shall have the right to investigate, defend, settle or otherwise handle, with the aforesaid cooperation, any claim, suit, action or proceeding brought by a third party in such manner as the Indemnifying Party may in its sole discretion reasonably deem appropriate; provided, that (i) counsel retained by the Indemnifying Party is reasonably satisfactory to the Indemnified Party and (ii) the Indemnifying Party will not consent to any settlement or entry of judgment imposing any obligations on any other party hereto other than financial obligations for which such party will be indemnified hereunder, unless such party has consented in writing to such settlement or judgment (which consent may be given or withheld in its sole discretion) and (iii) the Indemnifying Party will not consent to any settlement or entry of judgment unless, in connection therewith, the Indemnifying Party obtains a full and unconditional release of the Indemnified Party from all liability with respect to such suit, action, investigation claim or proceeding. Notwithstanding the Indemnifying Party's election to assume the defense or investigation of such claim, action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense or investigation of such claim, action or proceeding, which participation shall be at the expense of the Indemnifying Party, if (i) on the advice of counsel to the Indemnified Party use of counsel of the Indemnifying Party's choice could be expected to give rise to a material conflict of interest, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of the assertion of any such claim or institution of any such action or proceeding, or (iii) if the Indemnifying Party shall authorize the Indemnified Party to employ separate counsel at the Indemnifying Party's expense. (e) The Company and the Purchasers agree that any payment of Losses made hereunder will be treated by the parties on their tax returns as an adjustment to the Purchase Price. If, notwithstanding such treatment by the parties, a final determination with respect to the Indemnified Party or any of its affiliates causes any such payment not to be treated as an adjustment to Purchase Price, then the Indemnifying Party shall indemnify the Indemnified Party for any taxes payable by the Indemnified Party or any subsidiary by reason of the receipt of such payment (including any payments under this 8.1(e)), determined at an assumed marginal tax rate equal to the highest marginal tax rate then in effect for corporate taxpayers in the relevant jurisdiction. (f) The obligations of the Indemnifying Party under this Section 8.1 shall survive the transfer, redemption or conversion of the Securities, the Warrant Shares and the Common Stock issued upon the conversion or exercise thereof, or the closing or termination of any Financing Document. The agreements contained in this Section 8.1 shall be in addition to any other Documents, whether rights of the Indemnified Party against the Indemnifying Party or notothers. (g) All obligations of the Purchasers hereunder shall be several and not joint.

Survival Indemnification. (a) All representationsSection 9.1(a) of the SPMA is hereby amended in its entirety to read as follows: (a) The representations and warranties of the Sellers, warranties, covenants the Company and agreements (except covenants and agreements which are expressly required to be performed and are performed in full on or before a Closing Date) Buyer contained in this Agreement shall be deemed made at each will survive the Closing as if made at such time and shall survive such Closing for two years, except that (i) with respect to claims asserted pursuant the Fundamental Representations and Warranties (except with respect to this the representations and warranties contained in Sections 3.8(a)-(g) and Section 10.1 before 4.11(f) (but only with respect to clause (v) and the last sentence thereof), which shall survive until sixty (60) days following the expiration of the applicable representation or warrantystatute of limitations) and the representations and warranties contained in Sections 5.1 and 5.3, such claims in each case which shall survive until thirty six (36) months from the date they are finally liquidated or otherwise resolved, Closing Date; and (ii) until twelve (12) months from the Closing Date in the case of all other representations and warranties (other than the representations and warranties contained in Sections 3.103.8(h)-(i) and Section 4.14, 3.15 and 3.16 which shall survive until sixty (60) days following the end expiration of the applicable statute of limitations limitations); provided, however, that any representation, warranty that would otherwise terminate in accordance with clause (i) or (ii) will continue to survive if a notice of a claim shall have been given under this Article 9 on or prior to such the date on which it otherwise would terminate, until the related claim for indemnification has been satisfied or otherwise resolved as waivedprovided in this Article 9. Except as otherwise expressly provided in this Agreement, tolled for purposes of claims for indemnification under this Article 9, each covenant hereunder to be performed on or amended)prior to the Closing Date shall survive until twelve (12) months from the Closing Date, and each covenant hereunder to be performed following the Closing shall survive in accordance with its terms until fully performed. (iiib) Section 3.2 9.4(a) of the SPMA is hereby amended by replacing the penultimate sentence thereof in its entirety to read as follows: Other than in respect of a breach of the Fundamental Representations and this Section 10.1 shall survive indefinitely. All statements as to factual matters contained Warranties, the Escrow Amount remaining at any given time in any certificate, document or other instrument executed and delivered by the parties pursuant hereto Escrow Account shall be deemed to be representations, warranties and covenants by such party hereunder. No claim may be commenced under this Section 10.1 (or otherwise) following expiration the sole source of the applicable period of survival, and upon such expiration the Indemnifying Party shall be released from all liability recovery with respect to any claims under each such section not theretofore made for indemnification by the Indemnified Party. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature on behalf of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claimBuyer Indemnified Parties pursuant to this Article 9. (i) The Company agrees to indemnify and hold harmless the Purchaser, its Affiliates, and their respective officers, directors, employees and duly authorized agents and each of their affiliates and each other person controlling the Purchaser or any of their Affiliates within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act and any partner, member or stockholder of any of them from and against all losses, claims, damages or liabilities resulting from any claim, lawsuit or other proceeding by any person to which any party indemnified under this clause may become subject which is related to or arises out of (A) the transactions contemplated by this Agreement and the other Documents, whether or not

Survival Indemnification. (a) All representations, warranties, covenants and agreements (except covenants and agreements which are expressly required to be performed and are performed in full on or before a the Closing Date) contained in this Agreement shall be deemed made at each Closing as if made at such time and shall survive such Closing for two years, except that (i) with respect to claims asserted pursuant to this Section 10.1 8.1 before the expiration of the applicable representation or warranty, such claims shall survive until the date they are finally liquidated or otherwise resolved, (ii) Sections 3.103.9, 3.15 3.12 and 3.16 3.13 shall survive until the end of the applicable statute of limitations (as waived, tolled or amended)limitations, and (iii) Section 3.2 and this Section 10.1 8.1 shall survive indefinitely. All statements as to factual matters contained in any certificate, document or other instrument certificate executed and delivered by the parties pursuant hereto shall be deemed to be representations, warranties and covenants by such party hereunder. No claim may be commenced under this Section 10.1 8.1 (or otherwise) following expiration of the applicable period of survivalsurvival period, and upon such expiration the Indemnifying Party shall be released from all liability with respect to claims under each such section not theretofore made by the Indemnified Party. No right of indemnity against any claim of a third party shall arise from any representation, warranty or covenant of an Indemnifying Party herein contained, unless such third-party claim is filed or lodged against the Indemnified Party on or prior to the expiration of the survival period provided above, and all other conditions hereunder are satisfied. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claim. (i) The Company agrees to indemnify and hold harmless the Purchasereach Purchaser and its partners, its Affiliates, and their respective officers, directors, employees and duly authorized agents and each of their affiliates and each other person controlling the such Purchaser or any of their Affiliates within the meaning of either section Section 15 of the Securities Act or section Section 20 of the Exchange Act and any partner, member or stockholder of any of them from and against all losses, claims, damages or liabilities resulting from any claim, lawsuit or other proceeding by any person to which any party indemnified under this clause may become subject which is related to or arises out of (A) the transactions contemplated by this Agreement and the other Documents, whether or notnot consummated, (B) any breach of, or failure to perform any of the representations, warranties, covenants or agreements made in any of the Documents by the Company or (C) any action or omission of the Company or Screening Services in connection with the transactions contemplated hereby or by the other Documents, and will reimburse each of the Purchasers and any other party indemnified under this clause for all reasonable out-of-pocket expenses (including reasonable counsel fees and disbursements) incurred by such Purchaser or any such other party indemnified under this clause and further agrees that the indemnification and reimbursements commitments herein shall apply whether or not such Purchaser or any such other party indemnified under this clause is a formal party to any such lawsuits, claims or other proceedings. The foregoing provisions are expressly intended to cover reimbursement of legal and other expenses incurred in a deposition or other discovery proceeding. (ii) Notwithstanding the foregoing clause (i), the Company shall not be liable to any party otherwise entitled to indemnification pursuant thereto: (A) in respect of any loss, claim, damage, liability or expense to the extent the same is determined, in final judgment by a court having jurisdiction, to have resulted from the gross negligence or willful misconduct of such party or (B) for any settlement effected by such party without the written consent of the Company, which consent shall not be unreasonably withheld or delayed. (c) If a person entitled to indemnity hereunder (an "Indemnified Party") asserts that any party hereto (the "Indemnifying Party") has become obligated to the Indemnified Party pursuant to Section 8.1(b), or if any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnifying Party may become obligated to the Indemnified Party hereunder, the Indemnified Party agrees to notify the Indemnifying Party promptly and to cooperate with the Indemnifying Party, at the Indemnifying Party's expense, to the extent reasonably necessary for the resolution of such claim or in the defense of such suit, action or proceeding, including making available any information, documents and things in the possession of the Indemnified Party which are reasonably necessary therefor. Notwithstanding the foregoing notice requirement, the right to indemnification hereunder shall not be affected by any failure to give, or delay in giving, notice unless, and only to the extent that, the rights and remedies of the Indemnifying Party shall have been materially prejudiced as a result of such failure or delay. (d) In fulfilling its obligations under this Section 8.1, after providing each Indemnified Party with a written acknowledgment of any liability under this Section 8.1 as between such Indemnified Party and the Indemnifying Party, the Indemnifying Party shall have the right to investigate, defend, settle or otherwise handle, with the aforesaid cooperation, any claim, suit, action or proceeding brought by a third party in such manner as the Indemnifying Party may in its sole discretion deem appropriate; provided, however, that (i) counsel retained by the Indemnifying Party is reasonably satisfactory to the Indemnified Party and (ii) the Indemnifying Party will not consent to any settlement imposing any obligations on any other party hereto, unless such party has consented in writing to such settlement. Notwithstanding anything to the contrary contained herein, the Indemnifying Party may retain one firm of counsel to represent all Indemnified Parties in such claim, action or proceeding; provided, however, that in the event that the defendants in, or targets of, any such claim, action or proceeding include more than one Indemnified Party, and any Indemnified Party shall have reasonably concluded, based on the opinion of its own counsel, that there may be one or more legal defenses available to it which are in conflict with those available to any other Indemnified Party, then such Indemnified Party may employ separate counsel to represent or defend it or any other person entitled to indemnification and reimbursement hereunder with respect to any such claim, action or proceeding in which it or such other person may become involved or is named as defendant and the Indemnifying Party shall pay the reasonable fees and disbursement of such counsel. Notwithstanding the Indemnifying Party's election to assume the defense or investigation of such claim, action or proceeding, the Indemnified Party shall have the right to employ separate counsel at the expense of the Indemnifying Party and to direct the defense or investigation of such claim, action or proceeding if (A) in the written opinion of counsel to the Indemnified Party, use of counsel of the Indemnifying Party's choice could reasonably be expected to give rise to a conflict of interest, or (B) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time (as determined in the light of the facts and circumstances surrounding such event), but in no event shall such time exceed 20 Business Days, after notice of the assertion of any such claim or institution of any such action or proceeding. In all other situations, the Indemnified Party shall have the right to participate in the defense or investigation of such claim, action or proceeding if the Indemnifying Party shall authorize the Indemnified Party to employ separate counsel at the Indemnifying Party's expense or if the fees and expenses of counsel for the Indemnified Party shall be borne by the Indemnified Party. (e) If for any reason (other than the gross negligence or willful misconduct referred to in subclause (b)(ii) above) the foregoing indemnification by the Company is unavailable to any Indemnified Party or is insufficient to hold it harmless as and to the extent contemplated by subclauses (b), (c) and (d) above, then the Company shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits received by the Company and its Affiliates, on the one hand, and the Purchasers and any other applicable Indemnified Party, as the case may be, on the other hand, as well as any other relevant equitable considerations.

Survival Indemnification. (a) All The covenants, agreements, representations, warranties, covenants and agreements (except covenants and agreements which are expressly required to be performed and are performed in full on or before a Closing Date) warranties of the parties hereto contained in this Agreement shall be deemed made at each Closing as if made at such time and or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive such Closing for two yearsuntil the third (3rd) anniversary of the Contribution Date, except that (i) with respect any covenants, agreements, representations, or warranties relating to claims asserted pursuant to this Section 10.1 before Tax matters shall extend until the ninety-first (91st) day following the expiration of the applicable representation statutory period of limitations (giving effect to any waiver or warranty, such claims shall survive until the date they are finally liquidated or otherwise resolvedextension thereof), (ii) Sections 3.10, 3.15 any liabilities arising out of litigation or brokers’ and 3.16 finders’ fees shall survive extend until the end ninety-first (91st) day following the expiration of the applicable statute statutory period of limitations (as waived, tolled giving effect to any waiver or amended)extension thereof) beginning upon the expiration of the agreement(s) referenced in Northstar’s disclosure in response to Section 4.24 and Section 4.28, and (iii) Section 3.2 4.1 of this Agreement and the indemnity provisions set forth in Sections 6.1(b)(ii) and 6.1(b)(iii) of this Section 10.1 Agreement shall extend without limit as to time. Notwithstanding the preceding sentence, any covenant, agreement, representation, or warranty in respect of which indemnity may be sought under this Article VI shall survive indefinitely. All statements the time at which it would otherwise terminate pursuant to such sentence, if notice of the inaccuracy or breach thereof giving rise to such indemnity shall have been given to the party against whom such indemnity may be sought prior to such time. (b) Northstar and its successors and assigns (each an “Indemnitor”), jointly and severally, hereby agree to indemnify each Indemnitee and Indemnitee Affiliate (as each is defined in Section 6.4 of this Agreement) against, and agree to factual matters contained 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 certificateaction, document suit, proceeding, claim, investigation, or other instrument executed and delivered by the parties pursuant hereto shall be deemed to be representations, warranties and covenants loss) (a “Loss”) incurred or suffered by such party hereunder. No claim may be commenced under this Section 10.1 (or otherwise) following expiration of the applicable period of survival, and upon such expiration the Indemnifying Party shall be released from all liability with respect to claims under each such section not theretofore made by the Indemnified Party. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claim.Indemnitee arising out of (i) Any breach of any covenant or agreement or of any inaccuracy or omission in any representation or warranty made by Northstar pursuant to this Agreement; (ii) The Company agrees failure of Northstar to indemnify and hold harmless the Purchaser, its Affiliates, and their respective officers, directors, employees and duly authorized agents and each of their affiliates and each other person controlling the Purchaser perform any obligation or any of their Affiliates within the meaning of either section 15 liability of the Securities Act Business not assumed by the Company pursuant to this Agreement or section 20 relating to the Excluded Assets, other than relating to Taxes of any Northstar Subsidiary, for which indemnification provisions are set forth in Section 6.3 of this Agreement; (iii) Or relating to claims by third parties in connection with the contribution by Northstar of the Exchange Act Business to the Company, including without limitation, claims made by the parties subject to the agreement(s) referenced in Northstar’s disclosure in response to Section 4.24 and any partner, member or stockholder of any of them from Section 4.28; (iv) Any and against all losses, claims, demands, penalties, fines, settlements, or damages arising under U.S. or liabilities resulting from any claimstate or local Environmental Laws and relating to conditions, lawsuit events, actions, violations, obligations, or other proceeding by circumstances that exist in whole or part prior to the Contribution Date; and (v) Any violations of the Toxic Substances Control Act and its implementing regulations present at any person of the Business facilities prior to which any party indemnified under this clause may become subject which is related to or arises out of (A) the transactions contemplated by this Agreement and the other Documents, whether or notContribution Date.

Survival Indemnification. (a) All representations, warranties, covenants and agreements (except covenants and agreements which are expressly required to be performed and are performed in full on or before a Closing Date) contained in this Agreement shall be deemed made at each Closing as if made at such time and shall survive such the Closing for two years, 18 months (except that (i) covenants and agreements that are required to be performed after the Closing Date (including without limitation the covenants and agreements contained in Sections 5.1(b), 5.2, 5.8, 5.9, 5.11, 5.12, 5.13, 5.14, 5.15, 5.16, 5.17, 6.5 and 6.6) and (ii) Sections 3.12 and 3.13 and the last sentence of Section 3.2(a), which shall survive indefinitely). Notwithstanding the foregoing, with respect to claims asserted pursuant to this Section 10.1 before the expiration of the applicable representation representation, warranty, covenant or warrantyagreement, such claims shall survive until the date they are finally liquidated adjudicated or otherwise resolved, (ii) Sections 3.10, 3.15 and 3.16 shall survive until the end of the applicable statute of limitations (as waived, tolled or amended), and (iii) Section 3.2 and this Section 10.1 shall survive indefinitely. All statements as to factual matters contained in any certificate, document or other instrument executed and delivered by the parties pursuant hereto shall be deemed to be representations, warranties and covenants by such party hereunder. No claim may be commenced under this Section 10.1 (or otherwise) following expiration of the applicable period of survival, and upon such expiration the Indemnifying Party shall be released from all liability with respect to claims under each such section not theretofore made by the Indemnified Party. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claim. (ib) The Company agrees to indemnify and hold harmless each Purchaser and each Purchaser Affiliate (each an "Indemnified Person"), from and against (and to reimburse each indemnified person as the Purchasersame are incurred) any and all losses (including, its Affiliatesbut not limited to, impairment of the value of the Shares and Warrants as of the date such loss first becomes known, but excluding consequential damages), claims, damages, liabilities, costs and expenses (collectively, "Losses") to which any Indemnified Person may become subject or which any Indemnified Person may incur based upon, arising out of, or in connection with (i) a breach of any representation, warranty or covenant of this Agreement by the Company or (ii) any claim, litigation, investigation or proceeding brought by or on behalf of any Person other than the Company relating to the Issuance, and to reimburse each Indemnified Person upon demand for any reasonable legal or other reasonable out of pocket expenses incurred in connection with investigating or defending any of the foregoing, provided the maximum amount indemnifiable to each Purchaser (and its successors or assigns) under clause (i) shall not exceed the purchase price of the Securities purchased by such Purchaser. (c) If a Person entitled to indemnity hereunder (an "Indemnified Party") asserts that the Company (the "Indemnifying Party") has become obligated to the Indemnified Party pursuant to Section 8.1(b), or if any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnifying Party may become obligated to the Indemnified Party hereunder, the Indemnified Party shall notify the Indemnifying Party promptly and shall cooperate with the Indemnifying Party, at the Indemnifying Party's expense, to the extent reasonably necessary for the resolution of such claim or in the defense of such suit, action or proceedings, including making available any information, documents and things in the possession of the Indemnified Party. Notwithstanding the foregoing notice requirement, the right to indemnification hereunder shall not be affected by any failure to give, or delay in giving, notice unless, and only to the extent that, the rights and remedies of the Indemnifying Party shall have been materially prejudiced as a result of such failure or delay. (d) In fulfilling its obligations under this Section 8.1, after the Indemnifying Party has provided each Indemnified Party with a written notice of its acceptance of liability under this Section 8.1, as between such Indemnified Party and the Indemnifying Party, the Indemnifying Party shall have the right to investigate, defend, settle or otherwise handle, with the aforesaid cooperation, any claim, suit, action or proceeding brought by a third party in such manner as the Indemnifying Party may in its sole discretion reasonably deem appropriate; provided, that (i) counsel retained by the Indemnifying Party is reasonably satisfactory to the Indemnified Party and (ii) the Indemnifying Party will not consent to any settlement or entry of judgment imposing any obligations on any other party hereto other than financial obligations for which such party will be indemnified hereunder, unless such party has consented in writing to such settlement or judgment (which consent may be given or withheld in its sole discretion) and (iii) the Indemnifying Party will not consent to any settlement or entry of judgment unless, in connection therewith, the Indemnifying Party obtains a full and unconditional release of the Indemnified Party from all liability with respect to such suit, action, investigation claim or proceeding. Notwithstanding the Indemnifying Party's election to assume the defense or investigation of such claim, action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense or investigation of such claim, action or proceeding, which participation shall be at the expense of the Indemnifying Party, if (i) on the advice of counsel to the Indemnified Party use of counsel of the Indemnifying Party's choice could reasonably be expected to give rise to a material conflict of interest, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of the assertion of any such claim or institution of any such action or proceeding, (iii) if the Indemnifying Party shall authorize the Indemnified Party to employ separate counsel at the Indemnifying Party's expense or (iv) such action shall seek relief other than monetary damages against the Indemnified Party. (e) The Company and the Purchasers agree that any payment of Losses made hereunder will be treated by the parties on their respective officerstax returns as an adjustment to the Purchase Price. If, directorsnotwithstanding such treatment by the parties, employees and duly authorized agents and each of their affiliates and each other person controlling a final determination (which shall include the Purchaser form 870-AD or successor form) with respect to the Indemnified Party or any of their its Affiliates within causes any such payment not to be treated as an adjustment to Purchase Price, then the meaning of either section 15 Indemnifying Party shall indemnify the Indemnified Party for any taxes payable by the Indemnified Party or any subsidiary by reason of the Securities Act or section 20 receipt of the Exchange Act and such payment (including any partner, member or stockholder of any of them from and against all losses, claims, damages or liabilities resulting from any claim, lawsuit or other proceeding by any person to which any party indemnified payments under this clause may become subject which is related Section 8.1(e)), determined at an assumed marginal tax rate equal to or arises out of (A) the transactions contemplated by this Agreement and highest marginal tax rate then in effect for corporate taxpayers in the other Documents, whether or notrelevant jurisdiction.

Survival Indemnification. (a) All representations, warranties, covenants representations and agreements (except covenants and agreements which are expressly required to be performed and are performed in full on or before a Closing Date) warranties of the Company contained in this Agreement shall be deemed made at each survive the Closing as if made at such time up to and including April 15, 2016; provided, however, that the representations and warranties of the Company set forth in Section 3.01, Section 3.02(a) and (b), Section 3.03, Section 3.14 and Section 3.26 shall survive such for a period of six (6) years after the Closing; provided, further, the representations and warranties of the Company set forth in Section 3.12 and Section 3.13 shall survive for the full period of all applicable statutes of limitation. Neither Parent nor the Surviving Corporation shall, or shall permit any Subsidiary or Affiliate thereof to, extend or waive any statute of limitations that would have the effect of extending the survival of any indemnity obligations hereunder without the prior written consent of the Series A Holders. All representations and warranties of Parent, Merger Sub, Holdco and the Series A Holders contained in this Agreement or the Indemnification Agreement shall survive the Closing up to and including April 15, 2016; provided, that the Fundamental Representations (as defined in the Indemnification Agreement) of Parent, Merger Sub, Holdco and the Series A Holders shall survive for two yearsa period of six (6) years after the Closing. (b) Unless otherwise expressly set forth in this Agreement, except that (i) with respect to claims asserted pursuant to the covenants contained in this Section 10.1 before Agreement shall survive the Closing until the expiration of the applicable representation statute of limitations. (c) From and after the date hereof until the Effective Time, the parties (including, without limitation, for purposes of this Section 8.01(c), the Series A Holders) agree that the sole and exclusive remedy for any damages for any matter relating in any way to the Merger or arising under this Agreement or any Ancillary Document (other than under the Indemnification Agreement, except for a breach of the Indemnification Agreement that is also a breach of this Agreement) shall be the rights set forth in ARTICLE VII or Section 8.06(d). From and after the Effective Time, the parties agree that the sole and exclusive remedy for monetary damages for any matter relating in any way to the Merger or arising under this Agreement or any Ancillary Document shall be the rights to indemnification set forth in the Indemnification Agreement, except for any claims relating to disputes under Section 2.02. Any claim relating to breach of any representation, warranty, such claims shall survive until covenant or other agreement made in the date they are finally liquidated or otherwise resolved, Indemnification Agreement (ii) Sections 3.10, 3.15 and 3.16 shall survive until the end except for a breach of the applicable statute Indemnification Agreement that is also a breach of limitations (as waived, tolled or amended), and (iiithis Agreement) Section 3.2 and this Section 10.1 shall survive indefinitely. All statements as to factual matters contained in any certificate, document or other instrument executed and delivered by the parties pursuant hereto shall be deemed to be representations, warranties and covenants by such party hereunder. No claim may be commenced under this Section 10.1 (or otherwise) following expiration of the applicable period of survival, and upon such expiration the Indemnifying Party shall be released from all liability with respect to claims under each such section not theretofore made by the Indemnified Party. A claim shall be made or commenced hereunder by the Indemnified Party delivering pursuant to the Indemnifying Party a written notice specifying in reasonable detail the nature provisions of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claimIndemnification Agreement. (i) The Company agrees to indemnify and hold harmless the Purchaser, its Affiliates, and their respective officers, directors, employees and duly authorized agents and each of their affiliates and each other person controlling the Purchaser or any of their Affiliates within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act and any partner, member or stockholder of any of them from and against all losses, claims, damages or liabilities resulting from any claim, lawsuit or other proceeding by any person to which any party indemnified under this clause may become subject which is related to or arises out of (A) the transactions contemplated by this Agreement and the other Documents, whether or not

Survival Indemnification. (a) All representations, warranties, warranties and -------------------------- covenants and agreements (except covenants and agreements which are expressly required to be performed and are performed in full on or before a Closing Date) contained in this Agreement shall be deemed made at each Closing as if made at such time and the indemnification obligations contained in this Section 7 shall survive such Closing for two years, except that (i) with respect to claims asserted pursuant to the acceptance of this Section 10.1 before Agreement by the expiration of the applicable representation or warranty, such claims shall survive until the date they are finally liquidated or otherwise resolvedCompany, (ii) Sections 3.10changes in the transactions, 3.15 documents and 3.16 shall survive until instruments described herein which are not material or which are to the end benefit of the applicable statute of limitations (as waived, tolled or amended)Subscriber, and (iii) Section 3.2 the death or disability of the Subscriber. The Subscriber understands the meaning and this Section 10.1 shall survive indefinitely. All statements as to factual matters contained in any certificate, document or other instrument executed and delivered by legal consequences of the parties pursuant hereto shall be deemed to be representations, warranties and covenants by such party hereunder. No claim may be commenced under contained in FINAL, DATED APRIL 11, 2005 --------------------------- this Section 10.1 (or otherwise) following expiration of Agreement and that the applicable period of survival, Company and the Placement Agent have relied upon such expiration representations, warranties and covenants in determining the Indemnifying Party shall be released from all liability with respect Subscriber's qualification and suitability to claims under each such section not theretofore made by purchase the Indemnified PartyShares. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claim. (i) The Company Subscriber hereby agrees to indemnify indemnify, defend and hold harmless the PurchaserCompany, its Affiliates, the Placement Agent and their respective officers, directors, employees and duly authorized employees, agents and each of their affiliates and each other person controlling the Purchaser or any of their Affiliates within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act and any partnerpersons, member or stockholder of any of them from and against any and all losses, claims, damages damages, liabilities, expenses (including attorneys' fees and disburse-ments), judgments or liabilities amounts paid in settlement of actions arising out of or resulting from the untruth of any claimrepresentation of the Subscriber herein or the breach of any warranty or covenant herein by the Subscriber. Notwithstanding the foregoing, lawsuit however, no representation, warranty, covenant or other proceeding acknowledgment made herein by the Subscriber shall in any person manner be deemed to which constitute a waiver of any party indemnified rights granted to it under this clause may become subject which is related to the Securities Act or arises out of (A) the transactions contemplated by this Agreement and the other Documents, whether or notstate securities laws.

Survival Indemnification. (a) All representationsOther than the representations and warranties in Sections 2.1(a)-(c) and Sections 2.2(a)-(b), warranties, covenants and agreements (except covenants and agreements which are expressly required to be performed and are performed in full on or before a Closing Date) contained in this Agreement shall be deemed made at each Closing as if made at such time and shall survive such the Closing for two yearsindefinitely, except that (i) with respect to claims asserted pursuant to this and the representations and warranties in Section 10.1 before 2.1(l), which shall survive the Closing until 60 days following the expiration of the applicable representation or warrantystatute of limitations, such claims the representations and warranties of the parties contained herein shall survive until the execution and delivery of this Agreement and the Closing until, and shall terminate on, the date they are finally liquidated or otherwise resolved, that is eighteen (ii18) Sections 3.10, 3.15 and 3.16 months after the Closing Date. All of the covenants of the parties in this Agreement shall survive the Closing until the end of the applicable statute of limitations (as waived, tolled or amended), and (iii) Section 3.2 and this Section 10.1 shall survive indefinitely. All statements as to factual matters contained fully performed in any certificate, document or other instrument executed and delivered by the parties pursuant hereto shall be deemed to be representations, warranties and covenants by such party hereunder. No claim may be commenced under this Section 10.1 (or otherwise) following expiration of the applicable period of survival, and upon such expiration the Indemnifying Party shall be released from all liability accordance with respect to claims under each such section not theretofore made by the Indemnified Party. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claimtheir terms. (ib) The Company agrees to will indemnify and hold harmless the Purchaser, Purchaser and its Affiliates, affiliates and its and their respective directors, officers, directorsmanagers, employees and duly authorized agents (each, an “Indemnified Party”) to the fullest extent permitted by law from and each against any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of their affiliates and each other person controlling investigation (collectively, “Losses”) resulting from or arising out of (i) any breach of any representation or warranty, covenant or agreement of the Company in this Agreement, or (ii) any claims, actions, suits or proceedings instituted against the Purchaser in any capacity, or any of their Affiliates within the meaning of either section 15 its affiliates, by any stockholder of the Securities Act or section 20 Company who is not an affiliate of the Exchange Act and any partnerPurchaser, member or stockholder of any of them from and against all losses, claims, damages or liabilities resulting from any claim, lawsuit or other proceeding by any person with respect to which any party indemnified under this clause may become subject which is related to or arises out of (A) the transactions contemplated by this Agreement (unless such claim, action, suit or proceeding is solely based on a material breach of any representation or warranty, covenant or agreement of the Purchaser in this Agreement or any violations by the Purchaser of any state or federal securities laws or any conduct by the Purchaser which is finally judicially determined to constitute fraud, gross negligence, or willful misconduct); provided that the maximum aggregate liability of the Company to an Indemnified Party in respect of the provisions of this Section 3.11 shall be subject to a cap equal to the Purchase Price. (c) Each Indemnified Party under this Section 3.11 will, promptly following the receipt of notice of the commencement of any action, suit or proceeding against such Indemnified Party in respect of which indemnity may be sought from the Company under this Section 3.11, notify the Company in writing of the commencement thereof; provided that the failure to notify or a delay in notifying the Company of any such action, suit or proceeding shall not relieve the Company from any liability that it may have to such Indemnified Party, except to the extent the Company is materially prejudiced by such failure or delay. The Company shall be entitled to assume the defense of any claim, action, suit or proceeding as to which indemnification is sought by any Indemnified Party pursuant to this Section 3.11 at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that any Indemnified Party may retain separate counsel to participate in such defense and shall have the right, but not the obligation, to assert any and all cross-claims and counterclaims such Indemnified Party may have, but the fees and expenses of such counsel shall be at the expense of the Purchaser except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel, or (iii) in such claim, action, suit or proceeding there is, in the reasonable opinion of counsel, a conflict or potential conflict exists between the Company, on the one hand, and such Indemnified Party, on the other Documentshand, whether that would make such separate representation advisable, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Indemnified Party under this Section 3.11 (x) for any settlement by an Indemnified Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed, or (y) to the extent, but only to the extent that a Loss is attributable to any breach by the Purchaser of any representation or warranty, covenant or agreement of the Purchaser in this Agreement, or (z) to the extent caused solely by the Purchaser’s fraud, gross negligence or willful misconduct. The Company agrees that it will not, without the prior written consent of each Indemnified Party, which shall not be unreasonably withheld or delayed settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding relating to the matters contemplated hereby unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liabilities arising or that may arise out of such claim, action, suit or proceeding. The indemnification required by this Section 3.11 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The rights accorded to the Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.

Survival Indemnification. 6.1 All representations, warranties and agreements made by Seller, Parent or Purchaser in this Agreement, the schedules annexed hereto, the documents delivered at the Closing and in any certificates delivered pursuant hereto or thereto will survive the Closing; provided, however, that any such representations and warranties shall survive only for the applicable "Survival Period" (a) All as hereinafter defined), and shall thereafter be of no further force or effect. Seller, Parent and Purchaser shall be entitled to rely upon the representations and warranties made by each other in this Agreement regardless of any information or knowledge obtained in the course of any investigation or otherwise, and shall be entitled to all available rights and remedies at law and in equity in the event of the breach of any such warranties or representations made by such other party. Additionally, the parties agree that the indemnification obligations set forth in this Article VI shall survive with respect to all claims for indemnification made within the applicable Survival Period until finally determined in accordance with the terms hereof. The representations, warranties, covenants covenants, and agreements (except covenants and agreements which are expressly required to be performed and are performed in full on or before a Closing Date) contained in this Agreement shall not be deemed made at each Closing as if made at affected by any investigation, verification, or examination by any party hereto or by any Person acting on behalf of any such time party. For purposes of this Agreement, the representations in Sections 3.1, 3.2, 3.3, 4.1, 4.2 and 4.3 shall survive such Closing for two yearshave a "Survival Period" ending on the last day on which claims may be brought under this Agreement under any applicable statute of limitations, except that (i) with respect to the representations in Section 3.10 shall have a "Survival Period" ending on the last day on which claims asserted pursuant to this Section 10.1 before may be brought against the expiration of Seller or the applicable representation or warranty, such claims shall survive until the date they are finally liquidated or otherwise resolved, (ii) Sections 3.10, 3.15 and 3.16 shall survive until the end of the Purchaser under any applicable statute of limitations (as waived, tolled or amended), and (iii) Section 3.2 and this Section 10.1 shall survive indefinitely. All statements as to factual matters contained in any certificate, document or other instrument executed and delivered by the parties pursuant hereto shall be deemed to be representations, warranties and covenants by such party hereunder. No claim may be commenced under this Section 10.1 (or otherwise) following expiration of the applicable period of survival, and upon such expiration the Indemnifying Party shall be released from all liability with respect to claims under each such section not theretofore made by the Indemnified Party. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claimgoverning Tax matters, the amount claimed representations in Section 3.6 shall have a "Survival Period" ending two (if known or reasonably estimable), 2) years from the date hereof and all other representations herein shall have a "Survival Period" ending eighteen (18) months from the factual basis for the claimdate hereof. (i) The Company agrees to indemnify and hold harmless the Purchaser, its Affiliates, and their respective officers, directors, employees and duly authorized agents and each of their affiliates and each other person controlling the Purchaser or any of their Affiliates within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act and any partner, member or stockholder of any of them from and against all losses, claims, damages or liabilities resulting from any claim, lawsuit or other proceeding by any person to which any party indemnified under this clause may become subject which is related to or arises out of (A) the transactions contemplated by this Agreement and the other Documents, whether or not

Survival Indemnification. (a) All Except as otherwise provided in this Agreement, the representations, warranties, covenants warranties and agreements (except covenants of each party hereto shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any other party hereto, whether prior to or after the execution of this Agreement. Except as set forth in Section 10.1(b), the representations, warranties and agreements which are expressly required to be performed and are performed in full on or before a Closing Date) contained in this Agreement shall be deemed made terminate at each Closing the Effective Time or, except as if made at such time and shall survive such Closing for two yearsotherwise provided in Section 9.2, upon the termination of this Agreement pursuant to Section 9.1, as the case may be, except that the agreements set forth in Article II, Section 7.10, Section 7.12 and Section 7.14, and any other agreements in this Agreement which contemplate performance after the Effective Time, shall survive the Effective Time. (ib) The representations and warranties of the Recipients in Article VI and the Contributors in Article V shall survive the Closing until the applicable dates specified in Sections 10.1(c) and 10.1(d) and regardless of any inspection or investigation by or on behalf of the Recipients and the Contributors; provided that any representation or warranty with respect to claims asserted which a claim for indemnification has been brought pursuant to this Section 10.1 before the expiration of the applicable representation or warranty, such claims shall survive until the date they are finally liquidated or otherwise resolved, (ii) Sections 3.10, 3.15 and 3.16 shall survive until Article X that is pending at the end of the applicable statute survival period shall continue to survive until the final resolution of limitations (as waived, tolled or amended), and (iii) Section 3.2 and this Section 10.1 shall survive indefinitely. All statements as to factual matters contained in any certificate, document or other instrument executed and delivered by the parties pursuant hereto shall be deemed to be representations, warranties and covenants by such party hereunder. No claim may be commenced under this Section 10.1 (or otherwise) following expiration of the applicable period of survival, and upon such expiration the Indemnifying Party shall be released from all liability with respect to claims under each such section not theretofore made by the Indemnified Party. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claim. (ic) The Company agrees to indemnify and hold harmless the Purchaser, its Affiliates, and their respective officers, directors, employees and duly authorized agents and each of their affiliates and each other person controlling the Purchaser or any of their Affiliates within the meaning of either section 15 liability of the Securities Act or section 20 of Contributors for the Exchange Act and any partner, member or stockholder breach of any of them from the representations and against all losseswarranties of the Contributors set forth in Article V shall be limited to claims for which a Partnership Indemnified Party delivers written notice to APC on or before the date that is 18 months after the Closing Date; provided, claimshowever, damages or liabilities resulting from any claim, lawsuit or other proceeding by any person to which any party indemnified under this clause may become subject which is related to or arises out of that (Ai) the transactions contemplated by this Agreement representations and warranties in Section 5.9 shall be limited to claims for which a Partnership Indemnified Party delivers written notice to APC on or before the date that is 24 months after the Closing Date; and (ii) the representations and warranties set forth in Sections 5.1, 5.2, 5.6 and 5.7 shall not be limited as to time other Documentsthan the applicable statute of limitations. (d) The liability of the Recipients for the breach of any of the representations and warranties of the Recipients set forth in Article VI shall be limited to claims for which an Anadarko Indemnified Party delivers written notice to WES on or before 18 months after the Closing Date; provided, whether or nothowever, that the representations and warranties set forth in Sections 6.1 and 6.2 shall not be limited as to time other than the applicable statute of limitations.

Survival Indemnification. (a) All representations, warranties, covenants and agreements (except covenants and agreements which are expressly required to be performed and are performed in full on or before a the Closing Date) contained in this Agreement shall be deemed made at each the Closing as if made at such time (except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date) and shall survive such the Closing for two yearsnine (9) months, except that (i) with respect to claims asserted pursuant to this Section 10.1 9.1 before the expiration of the applicable representation or warranty, such claims shall survive until the date they are finally liquidated or otherwise resolved, (ii) Sections 3.103.12, 3.15 3.17, 3.18, 4.12, 4.17 and 3.16 4.18 shall survive until thirty (30) days after the end of the applicable statute of limitations (as waived, tolled or amended), and (iii) Section 3.2 Sections 3.6 and 4.6 and this Section 10.1 9.1 shall survive indefinitelyindefinitely and (iv) Section 8.2 shall survive in accordance with its terms. All statements as to factual matters contained in any certificate, document or other instrument executed and delivered by the parties pursuant hereto shall be deemed to be representations, warranties and covenants by such party hereunder. No claim may be commenced under this Section 10.1 9.1 (or otherwise) following expiration of the applicable period of survival, and upon such expiration the Indemnifying Party shall be released from all liability with respect to claims under each such section not theretofore made by the Indemnified Party. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claim. (i) The Company agrees after the Closing Date to indemnify and hold harmless the PurchaserProha, its Affiliates, and their respective officers, directors, employees and duly authorized agents and each of their affiliates and each other person Person controlling the Purchaser Proha or any of their Affiliates within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act and any partner, member or stockholder partner of any of them from and against all losses, claims, damages or liabilities resulting from any claim, lawsuit or other proceeding by any person Person to which any party indemnified under this clause may become subject which is related to or arises out of (A) any breach of, or failure to perform, any of the covenants (other than the covenant of the Company contained in 5.1(a)(vi) hereof) or agreements made in this Agreement by the Company, (B) any breach or failure of any representation or warranty made by the Company in this Agreement to be true and correct as of the applicable time; provided, however, that, for purposes of this clause (B), the determination of any such breach or failure, or the existence of any facts resulting in any breach or failure of, any such representation or warranty, shall be determined without regard to any "material," "materially," "Material Adverse Effect" or similar exception or qualification contained herein or therein; or (C) any action or omission of the Company or any of its Subsidiaries in connection with the transactions contemplated hereby or by this Agreement and the other Documents, and will reimburse Proha and any other party indemnified under this clause for all reasonable out-of-pocket expenses (including, without limitation, reasonable counsel fees and disbursements) incurred by Proha or any such other party indemnified under this clause and further agrees that the indemnification and reimbursements commitments herein shall apply whether or notnot Proha or any such other party indemnified under this clause is a formal party to any such lawsuits, claims or other proceedings. The foregoing provisions are expressly intended to cover, without limitation, reimbursement of legal and other expenses incurred in a deposition or other discovery proceeding, delayed or conditioned

Survival Indemnification. (a) All representationsUpon a valid termination of this Agreement, warrantiesthe parties shall have no further obligations hereunder, covenants except that the obligations of the parties set forth in Section 4.2, Section 7.2, Section 8.1, Section 8.2, Section 9.1, Section 9.3, Section 9.4 and agreements (except covenants this Section 9.12 shall survive any such termination and agreements shall be enforceable hereunder. Except for the representations and warranties contained in Section 2.3 which are expressly required to be performed shall survive the Closing, none of the representations and are performed in full on or before a Closing Date) contained warranties in this Agreement shall be deemed made at each Closing as if made at such time and shall survive such Closing for two years, except that (i) with respect to claims asserted or in any instrument delivered pursuant to this Agreement shall survive the Closing. This Section 10.1 before the expiration 9.12(a) shall not limit any covenant or agreement of the applicable representation parties which by its terms contemplates performance after the Closing. (b) From and after the Closing, Buyer shall defend, indemnify and hold harmless the Sellers, their Affiliates and their Representatives (collectively, the “Seller Indemnitees”) from and against, and pay or warrantyreimburse the Seller Indemnitees for, such claims shall survive until any and all damage, loss, liability, and expense (including reasonable expenses of investigation, enforcement and collection and reasonable attorneys’ and accountants’ fees and expenses in connection with any Litigation), whether or not involving a third party claim (collectively, “Losses”), resulting from or arising out of any Assumed Liabilities, the date they are finally liquidated or otherwise resolved, (ii) Sections 3.10, 3.15 and 3.16 shall survive until the end conduct of the applicable statute Business prior to the Closing or the ownership or operation of limitations the Company, the Assigned Contracts, the Assigned Trademarks and Domain Names or the Business from and after the Closing. (c) In the case of any Litigation asserted by a third party (a “Third Party Claim”) against a party entitled to indemnification under this Section 9.12 (an “Indemnified Party”), notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as waivedthe Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, tolled or amended)provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (iiib) Section 3.2 and this Section 10.1 the failure of any Indemnified Party to give notice as provided herein shall survive indefinitely. All statements as to factual matters contained in any certificate, document or other instrument executed and delivered by the parties pursuant hereto shall be deemed to be representations, warranties and covenants by such party hereunder. No claim may be commenced under this Section 10.1 (or otherwise) following expiration of the applicable period of survival, and upon such expiration not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to give notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be released entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability with respect to claims under such Third Party Claim. In any event, the Sellers and Buyer shall cooperate in the defense of any Third Party Claim subject to this Section 9.12(c) and the records of each such section not theretofore made by the Indemnified Party. A claim shall be made or commenced hereunder by the Indemnified Party delivering reasonably available to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claimother with respect to such defense. (i) The Company agrees to indemnify and hold harmless the Purchaser, its Affiliates, and their respective officers, directors, employees and duly authorized agents and each of their affiliates and each other person controlling the Purchaser or any of their Affiliates within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act and any partner, member or stockholder of any of them from and against all losses, claims, damages or liabilities resulting from any claim, lawsuit or other proceeding by any person to which any party indemnified under this clause may become subject which is related to or arises out of (A) the transactions contemplated by this Agreement and the other Documents, whether or not

Survival Indemnification. (a) All representations, warranties, covenants 10.1 Survival 10.1.1. The representations and agreements (except covenants and agreements which are expressly required to be performed and are performed in full on or before a Closing Date) warranties of the Parties contained in this Agreement or in any of the Ancillary Agreements shall be deemed made at each Closing as if made at such time not survive, and shall survive terminate effective immediately as of, the Closing, such that no claim for breach of any such representation or warranty, claim for detrimental reliance, or other right or remedy (whether in contract, in tort, or at law or equity) may be brought after the Closing for two yearsbased on an inaccuracy in or breach of any such representations and warranties, except that (i) with respect to claims asserted pursuant for fraud. Except in the cause of fraud or Willful Breach, each and every covenant, undertaking or agreement contained in this Agreement (other than the covenants and agreements contained in this Agreement which by their terms are to be performed (in whole or in part) by the Parties following the Closing) shall survive the Closing for a period ending on the date that is nine (9) months following the Closing Date, at which time such covenants, undertakings and agreements shall terminate and thereafter be of no force and effect and none of the Parties to this Agreement, nor any of their respective Affiliates, nor any of their respective directors (or equivalent), officers, employees, or representatives shall have any liability whatsoever with respect to any such covenant, undertaking or agreement thereafter. The covenants and agreements of the Parties contained herein which by their terms are to be performed (in whole or in part) after the Closing will survive the Closing in accordance with their terms and will terminate in all respects once fully performed. Notwithstanding the foregoing, any representation, warranty, agreement or covenant (and the indemnification obligations of the Parties hereto with respect thereto) that would otherwise terminate in accordance with this Section 10.1 before will continue to survive until such claim for indemnification has been satisfied or otherwise resolved as provided herein if notice for indemnification shall have been given in good faith and in accordance with this Article 10, including the requirements set forth in Section 10.5.1, prior to the expiration of the applicable representation or warranty, such claims shall survive until the date they are finally liquidated or otherwise resolved, (ii) Sections 3.10, 3.15 and 3.16 shall survive until the end of the applicable statute of limitations (as waived, tolled or amended), and (iii) Section 3.2 and this Section 10.1 shall survive indefinitely. All statements as to factual matters contained in any certificate, document or other instrument executed and delivered by the parties pursuant hereto shall be deemed to be representations, warranties and covenants by such party hereunder. No claim may be commenced under this Section 10.1 (or otherwise) following expiration of the applicable period of survival, and upon such expiration the Indemnifying Party shall be released from all liability with respect to claims under each such section not theretofore made by the Indemnified Party. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claimsurvival period. (i) The Company agrees to indemnify and hold harmless the Purchaser, its Affiliates, and their respective officers, directors, employees and duly authorized agents and each of their affiliates and each other person controlling the Purchaser or any of their Affiliates within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act and any partner, member or stockholder of any of them from and against all losses, claims, damages or liabilities resulting from any claim, lawsuit or other proceeding by any person to which any party indemnified under this clause may become subject which is related to or arises out of (A) the transactions contemplated by this Agreement and the other Documents, whether or not

Survival Indemnification. (a) All representations, warranties, warranties and covenants and agreements contained in this Agreement or in any certificate delivered in connection with the Closing shall survive the Closing for 18 months (except (i) covenants and agreements which that are expressly required to be performed after the Closing Date and are performed in full on or before a Closing Date) the representations contained in this Agreement shall be deemed made at each Closing as if made at such time Sections 3.1, 3.2, 3.3 and 3.4, which shall survive such Closing indefinitely and (ii) representations and warranties contained in Section 3.13, which shall survive for two yearsthe applicable statute of limitation). Notwithstanding the foregoing, except that (i) with respect to claims asserted pursuant to this Section 10.1 8.1 before the expiration of the applicable representation or warranty, such claims shall survive until the date they are finally liquidated adjudicated or otherwise resolved, (ii) Sections 3.10, 3.15 and 3.16 shall survive until the end of the applicable statute of limitations (as waived, tolled or amended), and (iii) Section 3.2 and this Section 10.1 shall survive indefinitely. All statements as to factual matters contained in any certificate, document or other instrument executed and delivered by the parties pursuant hereto shall be deemed to be representations, warranties and covenants by such party hereunder. No claim may be commenced under this Section 10.1 (or otherwise) following expiration of the applicable period of survival, and upon such expiration the Indemnifying Party shall be released from all liability with respect to claims under each such section not theretofore made by the Indemnified Party. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claim. (ib) The Company agrees to indemnify and hold harmless the Purchaser, its Affiliates, and their respective officers, directors, employees and duly authorized agents each Purchaser Affiliate and each of their affiliates respective representatives, heirs, successors and assigns (each other an "indemnified person") on an after-tax basis, from and against (and to reimburse each indemnified person controlling as the Purchaser or same are incurred) any and all losses (including, but not limited to, impairment of their Affiliates within the meaning of either section 15 value of the Securities Act or section 20 as of the Exchange Act date such loss first becomes known) claims, damages, liabilities, costs and expenses (collectively, "Losses") to which any partnerindemnified person may become subject or which any indemnified person may incur based upon, member arising out of, or stockholder in connection with (i) a breach of any representation or warranty of them from and against all lossesthis Agreement by the Company, claims, damages (ii) any breach of any covenant or liabilities resulting from agreement contained herein by the Company or (iii) any claim, lawsuit litigation, investigation or proceeding brought by or on behalf of any Person other than the Company relating to the Issuance, and to reimburse each indemnified person upon demand for any reasonable legal or other proceeding by any person to which any party indemnified under this clause may become subject which is related to or arises reasonable out of pocket expenses incurred in connection with investigating or defending any of the foregoing, provided (A) the transactions contemplated by Company shall have no obligation to indemnify any indemnified person for any Loss resulting from any breach of any representation or warranty hereunder (other than representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.4 or 3.13, which shall be indemnified from the first dollar of Loss) unless and until the aggregate amount of all such Losses exceeds $1,000,000 (and then only to the extent of such excess) and (B) the maximum amount indemnifiable to indemnified persons for breaches of the representations or warranties contained in this Agreement shall not exceed $60,000,000. (c) If a Person entitled to indemnity hereunder (an "Indemnified Party") asserts that the Company (the "Indemnifying Party") has become obligated to the Indemnified Party pursuant to Section 8.1(b), or if any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnifying Party may become obligated to the Indemnified Party hereunder, the Indemnified Party shall notify the Indemnifying Party promptly and shall cooperate with the Indemnifying Party, at the Indemnifying Party's expense, to the extent reasonably necessary for the resolution of such claim or in the defense of such suit, action or proceedings, including making available any information, documents and things in the possession of the Indemnified Party. Notwithstanding the foregoing notice requirement, the right to indemnification hereunder shall not be affected by any failure to give, or delay in giving, notice unless, and only to the extent that, the rights and remedies of the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay. (d) In fulfilling its obligations under this Section 8.1, after the Indemnifying Party has provided each Indemnified Party with a written notice of its acceptance of liability under this Section 8.1, as between such Indemnified Party and the Indemnifying Party, the Indemnifying Party shall have the right to investigate, defend, settle or otherwise handle, with the aforesaid cooperation, any claim, suit, action or proceeding brought by a third party in such manner as the Indemnifying Party may in its sole discretion reasonably deem appropriate; provided, that (i) counsel retained by the Indemnifying Party is satisfactory to the Indemnified Party and (ii) the Indemnifying Party will not consent to any settlement or entry of judgment imposing any obligations on any other Documentsparty hereto other than financial obligations for which such party will be indemnified hereunder, whether unless such party has consented in writing to such settlement or notjudgment (which consent may be given or withheld in its sole discretion) and (iii) the Indemnifying Party will not consent to any settlement or entry of judgment unless, in connection therewith, the Indemnifying Party obtains a full and unconditional release of the Indemnified Party from all liability with respect to such suit, action, investigation claim or proceeding. Notwithstanding the Indemnifying Party's election to assume the defense or investigation of such claim, action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense or investigation of such claim, action or proceeding, which participation shall be at the expense of the Indemnifying Party, if (i) on the advice of counsel to the Indemnified Party use of counsel of the Indemnifying Party's choice could be expected to give rise to a material conflict of interest, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of the assertion of any such claim or institution of any such action or proceeding, (iii) if the Indemnifying Party shall authorize the Indemnified Party to employ separate counsel at the Indemnifying Party's expense or (iv) such action shall seek relief other than monetary damages against the Indemnified Party. (e) The Company and the Purchasers agree that any payment of Losses made hereunder will be treated by the parties on their tax returns as an adjustment to the Purchase Price. If, notwithstanding such treatment by the parties, a final determination with respect to the Indemnified Party or any of its affiliates causes any such payment not to be treated as an adjustment to Purchase Price, then the Indemnifying Party shall indemnify the Indemnified Party for any taxes payable by the Indemnified Party or any subsidiary by reason of the receipt of such payment (including any payments under this 8.1(e)), determined at an assumed marginal tax rate equal to the highest marginal tax rate then in effect for corporate taxpayers in the relevant jurisdiction. (f) The obligations of the Indemnifying Party under this Section 8.1 shall survive the transfer, redemption or conversion of the Securities, the Warrant Shares and the Common Stock issued upon the conversion or exercise thereof, or the closing or termination of any Equity Document. The agreements contained in this Section 8.1 shall be in addition to any other rights of the Indemnified Party against the Indemnifying Party or others. The Indemnifying Party consents to personal jurisdiction, service and venue in any court in the continental United States in which any claim subject to this Agreement is brought by any Indemnified Party. (g) All obligations of the Purchasers hereunder shall be several and not joint. If any Purchaser fails to purchase Securities hereunder or otherwise defaults on any liability or obligation under this Agreement, no other Purchaser will have any obligation to purchase any such Securities or take or refrain from taking any action on account of such defaulting Purchaser.

Survival Indemnification. (a) All No representations, warranties, covenants and warranties or agreements (except covenants and agreements which are expressly required to be made or performed and are performed in full on or before a prior to the Closing Date) Date and contained in this Agreement shall be deemed made at each Closing as if made at such time and herein shall survive such Closing for two years, beyond the Effective Time except that (i) with the agreements contained in Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.7, 7.3, 7.4, 7.5, 7.6, 7.7, and 9.2 and Articles X and XI hereof shall survive beyond the Effective Time and (ii) the representations and warranties and other agreements of Buyer and Beech in this Agreement to be made or performed on or prior to the Closing Date shall survive beyond the Effective Time for one year following the Effective Time (the “Termination Date”). (b) The Surviving Corporation, Buyer, Buyer Sub and each of their officers, directors, employees, agents, representatives and affiliates (collectively, the “Indemnitees,” and individually each an “Indemnitee”) (subject to the terms and conditions of subparagraph (c) below) will be entitled to be indemnified and held harmless against and in respect of any claims, damages, losses, costs, expenses, liabilities (absolute, accrued, contingent or otherwise), and reasonable legal fees and expenses (collectively, “Losses”) incurred or suffered by any Indemnitee, directly or indirectly caused by or arising out of or related to claims asserted pursuant to this Section 10.1 before the expiration of the applicable (i) any untruth, inaccuracy, error in, or breach of, any representation or warrantywarranty of Beech contained in this Agreement, such claims shall survive until the date they are finally liquidated when made or otherwise resolveddeemed to be made, (ii) Sections 3.10any breach or nonfulfillment by Beech of any of its covenants, 3.15 and 3.16 shall survive until the end of the applicable statute of limitations (as waivedagreements or other obligations hereunder, tolled or amended), and (iii) Section 3.2 any amounts becoming due and this Section 10.1 shall survive indefinitely. All statements payable prior to the Termination Date for contingent payment obligations arising under the Share Purchase Agreement (“BestCare Agreement”) among Beech Street Corporation, BestCare Incorporated and Xxxxxxx X. Xxxxx, Xx., dated as to factual matters contained in any certificateof September 10, document 2004, or other instrument executed and delivered (iv) amounts paid by the parties pursuant hereto shall Surviving Corporation on or prior to the Termination Date to former Beech employees upon termination of employment with the Surviving Corporation related to paid time off accrued as of the Closing and not utilized prior to such termination, determined on a first-in, first-out basis (i.e., oldest accrued time would be deemed to be representations, warranties and covenants by such party hereunderused up first as time off is taken subsequent to Closing). No claim may be commenced under this Section 10.1 (or otherwise) following expiration The rights of the applicable period Indemnitees to indemnification under Section 10.1(b) shall be satisfied first out of survivalthe Indemnification Escrow pursuant to the terms of the Escrow Agreement described in subparagraph (c) below. All indemnification requests of the Indemnitees hereunder shall be made by or through Buyer. Notwithstanding anything to the contrary in this Article X, the reasonable legal fees and expenses of the Indemnitor shall be payable by the Indemnitor separate and apart from the Indemnification Escrow, and upon such expiration the Indemnifying Party shall be released from all liability reasonable legal fees and expenses of the Indemnitee with respect to claims under each such section not theretofore made by a claim of indemnification or a demand for the Indemnified Party. A creation of a reserve for any unliquidated claim shall be made or commenced hereunder payable by the Indemnified Party delivering Indemnitor from the Indemnification Escrow, unless (x) the Representative objects to the Indemnifying Party a written notice specifying in reasonable detail claim or the nature demand, (y) an agreement between the Representative and the claiming Indemnitee is not reached, and (z) at arbitration, the arbitrators determine that no part of the claim, Indemnification Escrow is to be delivered to the amount claimed (if known Indemnitee or reasonably estimable), and the factual basis is to be set aside in a reserve for the any unliquidated claim. (ic) By voting to approve this Agreement or by surrendering his or her Certificate(s) evidencing Beech shares at Closing, each Stockholder (other than Stockholders who have perfected dissenter rights under the GCL) agrees that an amount equal to seven and one-half percent (7.5%) of the Purchase Price shall be placed in the Indemnification Escrow provided for in an Escrow Agreement to be entered into, as of the Effective Time, between Buyer, Beech and the Escrow Agent, in the form of Exhibit “A” attached hereto. The Company agrees Escrow Agent is hereby authorized from time to indemnify and hold harmless the Purchaser, its Affiliates, and their respective officers, directors, employees and duly authorized agents and each of their affiliates and each other person controlling the Purchaser time to transfer all or any of their Affiliates within the meaning of either section 15 portion of the Securities Act or section 20 amounts so deposited in satisfaction of the Exchange Act indemnity obligation as contemplated in the Escrow Agreement. (d) If any Indemnitee shall have any liquidated claim of indemnification pursuant to subparagraph (b) above, it shall promptly request that Buyer give written notice thereof to the Representative (as defined in subparagraph (h) below) and the Escrow Agent, including a brief description of the facts upon which such claim is based and the amount thereof. Any Indemnitee may also request that Buyer provide written notice to the Representative and the Escrow Agent of any partnerunliquidated claim of indemnification pursuant to subparagraph (b) above, member including a brief description of the facts upon which such claim is based and a demand for a reserve amount to be created in respect of such claim. Any claim made by any Indemnitee for Losses that are unliquidated shall not be paid but funds equal to such claim shall be held in the Indemnification Escrow until such Losses are fully liquidated. Notwithstanding the foregoing, no amount will be delivered to an Indemnitee pursuant to a written claim notice (with respect to either a liquidated or stockholder unliquidated claim) pursuant to subparagraph (b) above unless and only to the extent that the aggregate amount of Losses sustained by the Indemnitees as a group and as to which written claim notices have been given (other than Indemnitee’s reasonable legal fees and expenses with respect to any such claim and Losses caused by a breach or nonfulfillment by Beech of any of them from and against all lossesits covenants, claimsagreements, damages obligations, representations or liabilities warranties set forth in Sections 3.2, 5.2, 6.1(b), 6.1(c)(i)-(vii), 6.1(c)(ix), 6.3 or 6.9) exceeds One Million Dollars ($1,000,000) (taking into account any reduction of prior noticed claims resulting from any claimthe dispute resolution procedures of subparagraph (e) below) at which point the Indemnitees shall be entitled to receive the aggregate Losses in excess of One Million Dollars ($1,000,000). Notwithstanding anything to the contrary in this Agreement, lawsuit or other proceeding the aggregate liability of the Stockholders for Losses under the Agreement shall not exceed an amount equal to (i) seven and one-half percent (7.5%) of the Purchase Price plus (ii), if the aggregate amount of all Losses indemnifiable by any person to which any party indemnified under this clause may become subject which is Stockholders (including, without limitation, the aggregate amount of Indemnitee’s total reasonable legal fees and expenses related to or arises out thereto) exceeds seven and one-half percent (7.5%) of the Purchase Price, the lesser of (A) the transactions contemplated total amount of such excess, or (B) the sum of (1) the aggregate amount of Indemnitee’s reasonable legal fees and expenses and (2) all Losses caused by this Agreement a breach or nonfulfillment by Beech of any of its covenants, agreements, obligations, representations or warranties set forth in Sections 3.2, 5.2, 6.1(b), 6.1(c)(i)-(vii), 6.1(c)(ix), 6.3 or 6.9. (e) If the Representative shall notify the Escrow Agent in writing (within fifteen (15) days of delivery to the Escrow Agent by Buyer of a written notice of claim for indemnification) of his objection to a claim of indemnification or a demand for the creation of a reserve for any unliquidated claim (or the amount thereof), the Escrow Agent shall hold the disputed amount of funds in the Indemnification Escrow until the rights of the Beech Stockholders and the Indemnitees with respect thereto have been agreed upon between the Representative and the claiming Indemnitee. In the event such an agreement is reached, the claiming Indemnitee shall request Buyer to provide to the Escrow Agent a written notice signed by the Representative and the claiming Indemnitee in the form specified in the Escrow Agreement. If no such agreement has been reached, either the Indemnitee or the Representative may, not earlier than thirty (30) days after the date of the initial claim notice, submit the dispute to confidential, binding arbitration in Orange County, California before a panel of three arbitrators, one each to be selected by the Buyer and the Representative, and the third to be selected by the other Documentstwo arbitrators, whether pursuant to the procedures and rules for commercial arbitration of the American Health Lawyers Association Alternative Dispute Resolution Service. The Escrow Agent may rely on the order or notother determination of such arbitrators. If such arbitrators shall determine that any part of the Indemnification Escrow is to be delivered to an Indemnitee or is to be set aside in a reserve for any unliquidated claim, the Escrow Agent shall promptly following receipt of a copy of such determination establish such reserve or deliver to such Indemnitee the lesser of (i) the amount of the claim or claims as awarded to the Indemnitee to be satisfied, subject to the limitation set forth in subparagraph (d) above, or (ii) the excess of seven and one-half percent (7.5%) of the Purchase Price over all amounts previously disbursed (or currently reserved) in respect of Losses (other than (x) Indemnitee’s reasonable legal fees and expenses and (y) Losses caused by a breach or nonfulfillment by Beech of any of its covenants, agreements, obligations, representations or warranties set forth in Sections 3.2, 5.2, 6.1(b), 6.1(c)(i)-(vii), 6.1(c)(ix), 6.3 or 6.

Survival Indemnification. 9.1 Survival. The representations and warranties in this Agreement and the certificates delivered pursuant to Section 7.2(d) and 7.3(c) shall survive the Closing until the date that is one (1) year from the Closing Date; provided, however, that (a) All representations, warranties, covenants the representations and agreements warranties in Sections 4.1 (except covenants Organization and agreements which are expressly required to be performed Qualification); 4.2 (Authority); 4.3 (Ownership of Shares); 4.4 (Capitalization; Subsidiaries) (other than clause (f) thereof); 4.5(a) (No Violation; Consents and are performed in full on or before a Closing DateApprovals) contained in this Agreement shall be deemed made at each Closing as if made at such time and shall survive such Closing for two years, except that (i) but only with respect to claims asserted pursuant clause (iv) thereof); 4.19 (Compliance with Laws; Permits) (but only with respect to The Foreign Corrupt Practices Act of 1977 or any similar Law); and 5.1 (Organization; Authority) hereof shall survive indefinitely (the representations and warranties set forth in this clause (a), the “Fundamental Representations”), (b) the representations and warranties in Sections 4.9 (Title to Personal Property), 4.18 (Major Suppliers and Customers), 4.22 (Intercompany Agreements), 4.23 (Related Party Transactions), 4.26 (Takeover Statutes; Other Restrictions), 4.28 (Brokers) and 5.4 (Brokers) shall not survive the Closing and (c) the representations and warranties in Section 10.1 before 4.15 (Taxes) and the covenant in Section 6.1(t) shall survive the Closing for a period equal to ninety (90) days following the expiration of the applicable representation or warrantystatute of limitations, such claims taking into account any extensions thereof. The covenants and agreements of each party shall survive until the date they are finally liquidated or otherwise resolvedClosing for the period specified therein, and if not specified, indefinitely; provided that the covenants contained in Sections 6.1 (iiother than 6.1(d) Sections 3.10, 3.15 and 3.16 shall survive until the end of the applicable statute of limitations (as waived, tolled or amendedt)), and 6.4 (iiiother than 6.4(c) Section 3.2 and this Section 10.1 (d)) shall survive indefinitely. All statements as one year from the Closing Date; provided, further, that the provisions of Section 2.3 (Net Working Capital Adjustment) and 2.5 (Purchase Price Adjustment), shall apply to factual matters contained in any certificate, document or other instrument executed and delivered by the parties pursuant hereto shall be deemed to be representations, warranties and covenants by such party hereunder. No claim may be commenced under this Section 10.1 (or otherwise) following expiration of the applicable period of survival, and upon such expiration the Indemnifying Party shall be released from all liability claims arising with respect to claims under each such section not theretofore made by the Indemnified Party. A claim shall be made or commenced hereunder by subject matter of those Sections, rather than the Indemnified Party delivering provisions of this Article IX, except to the Indemnifying Party extent set forth in Sections 9.1 and 9.8. If any party makes a written notice specifying claim with respect to any specific representation, warranty, covenant or agreement within the time period described in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable)this Section 9.1, and such claim is not fully and finally resolved prior to the factual basis for the claimexpiration of such time period, such representation, warranty, covenant or agreement shall survive solely with respect to such claim until such claim is finally and fully resolved. (i) The Company agrees to indemnify and hold harmless the Purchaser, its Affiliates, and their respective officers, directors, employees and duly authorized agents and each of their affiliates and each other person controlling the Purchaser or any of their Affiliates within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act and any partner, member or stockholder of any of them from and against all losses, claims, damages or liabilities resulting from any claim, lawsuit or other proceeding by any person to which any party indemnified under this clause may become subject which is related to or arises out of (A) the transactions contemplated by this Agreement and the other Documents, whether or not

Survival Indemnification. (a) All representations, warranties, warranties and covenants and agreements contained in this Agreement or in any certificate delivered in connection with the Closing shall survive the Closing for 12 months (except covenants and agreements which that are expressly required to be performed after the Closing Date and are performed in full on or before a Closing Date) the representations contained in this Agreement shall be deemed made at each Closing as if made at such time Sections 3.1, 3.2 and 3.3, which shall survive such Closing for two yearsindefinitely). Notwithstanding the foregoing, except that (i) with respect to claims asserted pursuant to this Section 10.1 8.1 before the expiration of the applicable representation or warranty, such claims shall survive until the date they are finally liquidated adjudicated or otherwise resolved, (ii) Sections 3.10, 3.15 and 3.16 shall survive until the end of the applicable statute of limitations (as waived, tolled or amended), and (iii) Section 3.2 and this Section 10.1 shall survive indefinitely. All statements as to factual matters contained in any certificate, document or other instrument executed and delivered by the parties pursuant hereto shall be deemed to be representations, warranties and covenants by such party hereunder. No claim may be commenced under this Section 10.1 (or otherwise) following expiration of the applicable period of survival, and upon such expiration the Indemnifying Party shall be released from all liability with respect to claims under each such section not theretofore made by the Indemnified Party. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claim. (ib) The Company agrees to indemnify and hold harmless the Purchasereach Investor, its Affiliates, each Investor Affiliate and each of their respective officers, directors, employees agents, employees, partners, members, representatives, heirs, successors and duly authorized agents assigns (each an "INDEMNIFIED PERSON") net of tax benefits, from and against (and to reimburse each indemnified person as the same are incurred) any and all losses (including, but not limited to, impairment of the value of the Notes as of the date such loss first becomes known) claims, damages, liabilities, costs and expenses (collectively, "LOSSES") to which any indemnified person may become subject or which any indemnified person may incur based upon, arising out of, or in connection with (i) a breach of any representation or warranty of this Agreement by the Company, (ii) any breach of any covenant or agreement contained herein by the Company or (iii) any claim, litigation, investigation or proceeding brought by or on behalf of any Person other than the Company relating to the Transactions, and to reimburse each indemnified person upon demand for any reasonable legal or other reasonable out of pocket expenses incurred in connection with investigating or defending any of the foregoing, PROVIDED (a) the Company shall have no obligation to indemnify any indemnified person for any Loss resulting from any breach of any representation or warranty hereunder (other than representations and warranties contained in Sections 3.1, 3.2 or 3.3, which shall be indemnified from the first dollar of Loss) unless and until the aggregate amount of all such Losses exceeds $1,000,000 (and then only to the extent of such excess) and (b) the maximum amount indemnifiable to indemnified persons for breaches of the representations or warranties contained in this Agreement shall not exceed $25,000,000. (c) If a Person entitled to indemnity hereunder (an "INDEMNIFIED PARTY") asserts that the Company (the "INDEMNIFYING PARTY") has become obligated to the Indemnified Party pursuant to Section 8.1(b), or if any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnifying Party may become obligated to the Indemnified Party hereunder, the Indemnified Party shall notify the Indemnifying Party promptly and shall cooperate with the Indemnifying Party, at the Indemnifying Party's expense, to the extent reasonably necessary for the resolution of such claim or in the defense of such suit, action or proceedings, including making available any information, documents and things in the possession of the Indemnified Party. Notwithstanding the foregoing notice requirement, the right to indemnification hereunder shall not be affected by any failure to give, or delay in giving, notice unless, and only to the extent that, the rights and remedies of the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay. (d) In fulfilling its obligations under this Section 8.1, after the Indemnifying Party has provided each Indemnified Party with a written notice of its acceptance of liability under this Section 8.1, as between such Indemnified Party and the Indemnifying Party, the Indemnifying Party shall have the right to investigate, defend, settle or otherwise handle, with the aforesaid cooperation, any claim, suit, action or proceeding brought by a third party in such manner as the Indemnifying Party may in its sole discretion reasonably deem appropriate; PROVIDED, that (i) counsel retained by the Indemnifying Party is reasonably satisfactory to the Indemnified Party and (ii) the Indemnifying Party will not consent to any settlement or entry of judgment imposing any obligations on any other party hereto other than financial obligations for which such party will be indemnified hereunder, unless such party has consented in writing to such settlement or judgment (which consent may be given or withheld in its sole discretion) and (iii) the Indemnifying Party will not consent to any settlement or entry of judgment unless, in connection therewith, the Indemnifying Party obtains a full and unconditional release of the Indemnified Party from all liability with respect to such suit, action, investigation claim or proceeding. Notwithstanding the Indemnifying Party's election to assume the defense or investigation of such claim, action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense or investigation of such claim, action or proceeding, which participation shall be at the expense of the Indemnifying Party, if (i) on the advice of counsel to the Indemnified Party use of counsel of the Indemnifying Party's choice could be expected to give rise to a material conflict of interest, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of the assertion of any such claim or institution of any such action or proceeding, (iii) if the Indemnifying Party shall authorize the Indemnified Party to employ separate counsel at the Indemnifying Party's expense or (iv) such action shall seek relief other than monetary damages against the Indemnified Party. (e) The Company and the Investors agree that any payment of Losses made hereunder will be treated by the parties on their affiliates tax returns as an adjustment to the purchase price of and each other person controlling the Purchaser Notes. If, notwithstanding such treatment by the parties, a final determination with respect to the Indemnified Party or any of their its Affiliates within causes any such payment not to be treated as an adjustment to purchase price of and the meaning of either section 15 Notes, then the Indemnifying Party shall indemnify the Indemnified Party for any taxes payable by the Indemnified Party or any subsidiary by reason of the Securities Act or section 20 receipt of such payment (including any payments under this 8.1(e)), determined at an assumed marginal tax rate equal to the highest marginal tax rate then in effect for corporate taxpayers in the relevant jurisdiction. (f) The obligations of the Exchange Act and any partnerIndemnifying Party under this Section 8.1 shall survive the transfer or redemption of the Notes, member or stockholder the closing or termination of any Transaction Document. The agreements contained in this Section 8.1 shall be in addition to any other rights of them from the Indemnified Party against the Indemnifying Party or others. The Indemnifying Party consents to personal jurisdiction, service and against all losses, claims, damages venue in any court in the State of New York. (g) All obligations of the Investors hereunder shall be several and not joint. If any Investor fails to exchange shares of Original Preferred Stock or liabilities resulting from Original Warrants for the Notes and its pro rata portion of the Cash Proceeds or otherwise defaults on any claim, lawsuit liability or other proceeding by any person to which any party indemnified obligation under this clause may become subject which is related Agreement, no other Investor will have any obligation to purchase any such Notes or arises out take or refrain from taking any action on account of (A) the transactions contemplated by this Agreement and the other Documents, whether or notsuch defaulting Investor.

Survival Indemnification. (a) All Except as otherwise provided in this Agreement, the representations, warranties, covenants warranties and agreements (except covenants of each party hereto shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any other party hereto, whether prior to or after the execution of this Agreement. Except as set forth in Section 10.1(b), the representations, warranties and agreements which are expressly required to be performed and are performed in full on or before a Closing Date) contained in this Agreement shall be deemed made terminate at each Closing the Effective Time or, except as if made at such time and shall survive such Closing for two yearsotherwise provided in Section 9.2, upon the termination of this Agreement pursuant to Section 9.1, as the case may be, except that the agreements set forth in Article II, Section 7.10, Section 7.12 and Section 7.14, and any other agreements in this Agreement which contemplate performance after the Effective Time, shall survive the Effective Time. (ib) The representations and warranties of the Recipients in Article VI and the Contributors in Article V shall survive the Closing until the applicable dates specified in Sections 10.1(c) and 10.1(d) and regardless of any inspection or investigation by or on behalf of the Recipients and the Contributors; provided that any representation or warranty with respect to claims asserted which a claim for indemnification has been brought pursuant to this Section 10.1 before the expiration of the applicable representation or warranty, such claims shall survive until the date they are finally liquidated or otherwise resolved, (ii) Sections 3.10, 3.15 and 3.16 shall survive until Article X that is pending at the end of the applicable statute survival period shall continue to survive until the final resolution of limitations (as waived, tolled or amended), and (iii) Section 3.2 and this Section 10.1 shall survive indefinitely. All statements as to factual matters contained in any certificate, document or other instrument executed and delivered by the parties pursuant hereto shall be deemed to be representations, warranties and covenants by such party hereunder. No claim may be commenced under this Section 10.1 (or otherwise) following expiration of the applicable period of survival, and upon such expiration the Indemnifying Party shall be released from all liability with respect to claims under each such section not theretofore made by the Indemnified Party. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claim. (ic) The Company agrees to indemnify and hold harmless the Purchaser, its Affiliates, and their respective officers, directors, employees and duly authorized agents and each of their affiliates and each other person controlling the Purchaser or any of their Affiliates within the meaning of either section 15 liability of the Securities Act or section 20 of Contributors for the Exchange Act and any partner, member or stockholder breach of any of them from the representations and against all losseswarranties of the Contributors set forth in Article V shall be limited to claims for which a Partnership Indemnified Party delivers written notice to APC on or before the date that is 18 months after the Closing Date; provided, claimshowever, damages or liabilities resulting from any claim, lawsuit or other proceeding by any person to which any party indemnified under this clause may become subject which is related to or arises out of that (Ai) the transactions contemplated by this Agreement representations and warranties in Section 5.9 shall be limited to claims for which a Partnership Indemnified Party delivers written notice to APC on or before the date that is 24 months after the Closing Date; and (ii) the representations and warranties set forth in Sections 5.1, 5.2, 5.6 and 5.7 shall not be limited as to time other Documentsthan the applicable statute of limitations. (d) The liability of the Recipients for the breach of any of the representations and warranties of the Recipients set forth in Article VI shall be limited to claims for which an Anadarko Indemnified Party delivers written notice to XXX on or before 18 months after the Closing Date; provided, whether or nothowever, that the representations and warranties set forth in Sections 6.1 and 6.2 shall not be limited as to time other than the applicable statute of limitations.

Survival Indemnification. (a) All The representations and warranties of the parties set forth in Article 3 and Article 4 of this Agreement shall survive the Closing for a period of one year after the Closing Date, subject to the final sentence of subsection (b) below. The covenants and agreements of the parties set forth in this Agreement shall survive the Closing for the respective periods set forth therein (and until all of the respective obligations set forth therein have been satisfied in full) or, if no period is specified therein, indefinitely. The agreements of the parties contained in Article 7, Article 8.1 and this Article 8.2(a) shall survive any termination of this Agreement. (b) After the Closing Date, Seller shall indemnify and hold Buyer, and any of Buyer's employees, agents or representatives, harmless from and against any liability, loss, damage, claim, cost or expense (including, without limitation, expenses of investigation and defense and reasonable fees and disbursements of counsel), Liens or other obligations of any nature whatsoever (collectively, "Losses"), incurred by any of them and arising out of or based upon (i) any breach by Seller of its representations, warranties, covenants and or agreements (except covenants and agreements which are expressly required to be performed and are performed in full on or before a Closing Date) contained set forth in this Agreement shall be deemed made or any other document or instrument delivered by Seller at each Closing as if made the Closing; (ii) any claim, action, suit, proceeding or investigation of any kind, at such law or in equity, arising from acts, omissions, events or other conditions that occurred or existed with respect to the Assets or the PSO Business at any time and shall survive such Closing for two years, except that prior to the Closing; or (iii) any Retained Liabilities. The indemnification obligations of Seller under clause (i) above with respect to claims asserted pursuant to this Section 10.1 before its representations and warranties shall terminate on the expiration first anniversary of the applicable representation or warrantyClosing Date; provided, such claims shall survive until the date they are finally liquidated or otherwise resolvedhowever, (ii) Sections 3.10, 3.15 and 3.16 shall survive until the end of the applicable statute of limitations (as waived, tolled or amended), and (iii) Section 3.2 and this Section 10.1 shall survive indefinitely. All statements as to factual matters contained in any certificate, document or other instrument executed and delivered by the parties pursuant hereto shall be deemed to be representations, warranties and covenants by such party hereunder. No claim may be commenced under this Section 10.1 (or otherwise) following expiration of the applicable period of survival, and upon such expiration the Indemnifying Party shall be released from all liability that with respect to claims under each any claim for indemnification that is asserted or made on or prior to such section not theretofore made by the Indemnified Party. A date, all rights to indemnification in respect of such claim shall continue until the final disposition of such claim; and further provided, that the foregoing limitations shall not apply to any Losses that may be made incurred by Buyer by virtue of or commenced hereunder by result from any breach of the Indemnified Party delivering to the Indemnifying Party representations and warranties set forth in Articles 3.1, 3.2, 3.3 or 3.4 or from violations of law, fraud or intentional misrepresentation. (c) As promptly as practicable after its discovery of grounds for a claim for indemnification hereunder, Buyer will deliver a written notice claim for indemnification to Seller, specifying in reasonable detail the nature basis therefor and, if known, the amount, or an estimate of the claimamount, the amount claimed (if known or reasonably estimable), and the factual basis for the claim. (i) The Company agrees to indemnify and hold harmless the Purchaser, its Affiliates, and their respective officers, directors, employees and duly authorized agents and each of their affiliates and each other person controlling the Purchaser or any of their Affiliates within the meaning of either section 15 of the Securities Act or section 20 Losses arising therefrom. Thereafter, Buyer will provide to Seller all information and documentation reasonably available to it to support and verify such claim. If the facts giving rise to a claim for indemnification hereunder arise out of the Exchange Act and any partner, member or stockholder claim of any third party, or if there is any claim against a third party, Seller may, with Buyer's consent, elect to assume the defense or the prosecution, with counsel satisfactory to Buyer, at the sole cost and expense of them from and against all losses, Seller. Whether or not Seller chooses to assume the defense or prosecution of the claims, damages Seller and Buyer will cooperate in the defense or liabilities resulting from any claim, lawsuit or other proceeding by any person to which any party indemnified under this clause prosecution thereof and will furnish such records and information and attend at such proceedings as may become subject which is related to or arises out of (A) the transactions contemplated by this Agreement and the other Documents, whether or notbe reasonably requested in connection herewith.