Common use of Survival; Limitations Clause in Contracts

Survival; Limitations. Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein shall survive the Closing and shall remain in full force and effect until the date that is 12 months from the Closing Date, provided that the representations and warranties of Seller set forth in Section 3.1 (Corporate Organization), Section 3.2 (Authorization), Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency) and Section 3.15 (No Brokers) (the foregoing collectively the “Fundamental Representations”) shall survive the Closing and shall remain in full force and effect until the date that is 18 months from the Closing Date, and nothing contained herein shall limit or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or other agreements contained in this Agreement to be performed or complied with prior to the Closing shall terminate upon the Closing. All other covenants or other agreements contained in this Agreement shall survive the Closing without limitation. Notwithstanding the foregoing or any provision herein to the contrary, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved, (b) Seller shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any losses, liabilities, damages, claims or expenses under Section 7.1 (a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations until the aggregate amount exceeds $41,250, after which Seller shall be obligated for the full amount of the losses, liabilities, damages, claims or expenses, (c) the cumulative indemnification obligations of Seller under Section 7.1(a) shall in no event exceed, in aggregate, $825,000, and (d) the cumulative indemnification obligations of Seller under Section 7.1(a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations shall in no event exceed, in aggregate, $206,250.

Survival; Limitations. Subject (a) The representations and warranties of the Sellers, Holdco and the Buyer contained in this Agreement will survive for a period ending on the 12-month anniversary of the Closing Date (the “Expiration Date”); provided, however, that (i) the Expiration Date for any Claim relating to a breach of the representations and warranties set forth in Section 5.8 (Taxes) will be the expiration of the applicable statute of limitations; (ii) the Expiration Date for any Claim relating to a breach of the representations and warranties set forth in Article IV, Section 5.1 (Existence and Good Standing), Section 5.2 (Validity 42 and Enforceability), Section 5.3 (Capitalization of Holdco and Enginetics) and Section 5.22 (Brokers) (the “Excluded Representations”) and the representations and warranties in Section 5.15 (Compliance with Laws) as they relate to the Foreign Corrupt Practices Act and in Section 5.19 (Environmental) will be the third anniversary of the Closing Date and (iii) any Claim pending on any Expiration Date for which a Claims Notice has been given in accordance with Section 10.4(a) on or before such Expiration Date may continue to be asserted and indemnified against until finally resolved. The covenants of the Sellers and the Buyer contained in this Agreement that are to be performed prior to the Closing will terminate on the 12-month anniversary of the Closing Date; provided, however, that the covenants of the Sellers and the Buyer contained in this Agreement that are to be performed at or after the Closing will survive the Closing in accordance with their terms. (b) Notwithstanding anything to the contrary contained in this Article X, the Sellers will not have any liability pursuant to Sections 10.2(a) and the Buyer shall not have liability pursuant to Section 10.1 until the aggregate amount of all such Losses sustained by the Indemnified Party (defined below) exceeds an amount equal to $350,000 (the “Deductible”), in which case the Indemnifying Party will be liable for all such Losses to the extent that such Losses exceed such amount, subject to any other limitations in this Section 10.3. For the avoidance of doubt, the Deductible shall not apply to claims made pursuant to Section 10.2(c). (c) Notwithstanding anything to the contrary contained in this Article X, but subject to the limitations in this Section 10.3, the Sellers will not have any liability pursuant to Sections 10.2(a) (other than for breaches of the Excluded Representations for which the following limitation will not apply) in excess of the Base Escrow Amount. For the avoidance of doubt, the foregoing limitation shall not apply to any claims made pursuant to Section 10.2(c). (d) Notwithstanding anything to the contrary contained in this Article X, but subject to the limitations in this Section 10.3, (i) the Sellers will not have any liability pursuant to Section 10.2(a) for breaches of the Excluded Representations in an amount that exceeds 50% of the Base Amount, (ii) no Seller will have any liability pursuant to Section 10.2(b) in an amount that exceeds 50% of the allocable portion of the Base Amount attributable to that Seller pursuant to this Agreement and (iii) the Sellers will not have any liability pursuant to Section 10.2(c) in an amount that exceeds the Base Amount and no Seller will have any liability pursuant to Section 10.2(c) in an amount that exceeds such Seller’s allocable portion of the Base Amount attributable to that Seller pursuant to this Agreement. (e) Notwithstanding any other provisions provision of this Agreement, the representations and warranties contained herein no Seller shall survive the Closing and shall remain in full force and effect until the date that is 12 months from the Closing Date, provided that be liable for any indemnification obligation of any other Seller for a breach of the representations and warranties of such other Seller in Article IV, the breach by any other Seller of any covenant or agreement made solely by such other Seller or any fraud perpetrated by such other Seller. In addition to the other limitations set forth in this Section 3.1 10.3, no Seller shall be liable for any indemnification obligation pursuant to Section 10.2(a) or Section 10.2(c) in an amount greater than its Allocable Share of the Buyer’s Losses. (Corporate Organization), Section 3.2 (Authorization), Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvencyf) and Section 3.15 (No Brokers) (Notwithstanding anything to the foregoing collectively the “Fundamental Representations”) shall survive the Closing and shall remain in full force and effect until the date that is 18 months from the Closing Date, and nothing contained herein shall limit or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or other agreements contrary contained in this Agreement to be performed or complied with prior Agreement, but subject to the Closing limitations in this Section 10.3, any obligations of the Sellers or any Seller to the Buyer hereunder (i) with respect to all claims other than claims pursuant to Section 10.2(c), will first be drawn against the Base Escrow Amount and if the Base Escrow Amount is reduced to zero, then each Seller shall terminate upon be liable for its Allocable Share of all such remaining Losses, and (ii) with respect to all claims pursuant to Section 10.2(c), will first be drawn against the ClosingSpecial Escrow Amount and if the Special Escrow Amount is reduced to zero, then each Seller shall be liable for its Allocable Share of all such remaining Losses. All other covenants If the Buyer is paid or other agreements distributed any portion of the Base Escrow Amount in satisfaction of Losses resulting from an inaccuracy or breach of the representations and warranties of any Seller contained in Article IV of this Agreement or a breach by a Seller of a covenant contained in this Agreement Agreement, the breaching Seller shall survive the Closing without limitation. Notwithstanding the foregoing or any provision herein indemnify each non-breaching Seller in an amount equal to the contraryproduct of (i) the portion of the Base Escrow Amount paid or distributed to the Buyer as a result of such breach or inaccuracy and (ii) the Allocable Share applicable to such non-breaching Seller; provided, (a) that any claims asserted by proper notice hereunder such indemnity obligation by a Buyer Indemnified Party or breaching Seller Indemnified Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved, (b) Seller shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any losses, liabilities, damages, claims or expenses under Section 7.1 (a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations until the aggregate amount exceeds $41,250, after which Seller shall be obligated for the full amount of the losses, liabilities, damages, claims or expenses, (c) the cumulative indemnification obligations of Seller under Section 7.1(a) shall in no event exceedexceed 50% of the proceeds actually received by such Seller pursuant to this Agreement. In addition, if the Buyer is paid or distributed any portion of the Base Escrow Amount in aggregate, $825,000, and satisfaction of Losses that would cause any Seller (dindirectly through the satisfaction of Losses from the Base Escrow Amount) the cumulative to be responsible for more than its Allocable Share of any indemnification obligations of Seller under Section 7.1(a) for any breaches claim (other than a claim resulting from an inaccuracy or breach of the representations or and warranties of that Seller contained in Article IV of this Agreement or a breach by a Seller of a covenant contained in this Agreement) (an “Over Paying Seller”), then each other Seller who is held responsible (indirectly through the satisfaction of Losses from the Base Escrow Account) for less than its Allocable Share (an “Under Paying Seller”) shall indemnify the Over Paying Seller in an amount equal to the amount by which the Under Paying Seller’s Allocable Share of such Losses exceeds the amount for which the Under Paying Seller was held responsible (indirectly through the satisfaction of Losses from the Escrow Account) (such amount, the “True Up Amount”). The aggregate True Up Amount owing from any Under Paying Seller to any Over Paying Seller shall be determined at the earlier of (a) the time that any remaining funds representing the Base Escrow Amount in the Escrow Account are distributed to the Sellers and (b) the time that all funds representing the Base Escrow Amount in the Escrow Account are exhausted pursuant to indemnification claims. If clause (a) applies, then, to the extent possible, the remaining funds representing the Base Escrow Amount in the Escrow Account shall be allocated among the Sellers to satisfy all True Up Amounts. If clause (b) applies, or clause (a) applies but there are insufficient remaining funds representing the Base Escrow Amount in the Escrow Account to satisfy the True Up Amount of an Under Paying Seller, then that Under Paying Seller shall pay the Over Paying Seller that Under Paying Seller’s True Up Amount within ten Business Days after the aggregate True Up Amount owing from that Under Paying Seller to such Over Paying Seller is determined. (g) The Sellers’ and the Buyer’s right to indemnification pursuant to Section 3 10.1 and Section 10.2, respectively, will be reduced by the amount payable by a third party (including an insurance company), or paid by such third party to another for the account or benefit of the Sellers or the Buyer, as the case may be, with respect to the settlement or resolution of a claim for which the Sellers or the Buyer, as the case may be, was entitled to indemnification hereunder. The Buyer shall promptly remit to the Sellers any insurance or other than Fundamental Representations third party proceeds that are paid to the Buyer with respect to Losses for which the Buyer previously has been compensated pursuant to Section 10.2. (h) The Buyer’s right to indemnification pursuant to Section 10.2 on account of any Losses will be reduced by the net amount of the Tax benefits actually realized by the Buyer or its Affiliates by reason of such Loss (including any Tax benefit arising in subsequent taxable years); provided, however that any deductions or credits resulting from such Losses shall be treated as the first deductions or credits taken on any Tax Return. The Buyer shall use commercially reasonable efforts to claim and realize such Tax benefits in no event exceedthe earliest Tax year allowable by applicable Law. To the extent that any such Tax benefit is actually realized in a subsequent year, the Buyer and Holdco shall make a payment to each Seller equal to that Seller’s Allocable Portion of the amount of such Tax benefit. (i) Neither the Buyer nor the Sellers are entitled to indemnification for lost profits, diminution in aggregatevalue, $206,250multiples of earnings, punitive damages, indirect damages, incidental damages, consequential damages, exemplary damages, special damages or similar damages. (j) The Buyer, absent fraud or misrepresentation by the Sellers, is not entitled to indemnification pursuant to Section 10.2 to the extent that such matter was included in the Net Working Capital calculation or the calculation of the Final Purchase Price. (k) The Buyer’s right to indemnification pursuant to Section 10.2 on account of any Losses will be reduced by the amount of any reserve reflected on Holdco’s consolidated books and records as of the Closing Date established for the general category of items or matters similar in nature to the specific items or matters giving rise to such Loss or to the extent that such matter was included in the Net Working Capital calculation or the calculation of the Final Purchase Price. (l) The Buyer’s right to indemnification pursuant to Section 10.2(c) on account of any Losses relating to matters set forth on Schedule 10.2(c) shall not be subject to any deductible and shall be paid by the Sellers from the first dollar; provided, however that the Special Escrow Amount shall first be used to pay any and all defense costs and expenses associated with the litigation described in clause (ii) of Schedule 10.2(c). The Buyer’s right to indemnification pursuant to Section 10.2(c) on account of any Losses relating to matters set forth on Schedule 10.2(c) shall be capped at the Base Amount.

Survival; Limitations. (a) Subject to subsection (b) below, the limitations parties agree that Seller's warranties and other provisions representations contained in Sections 4.1 of this AgreementAgreement shall survive Buyer's purchase of the Properties and the Closing Date for a period ending one year following the Closing Date (the "Limitation Period"). Such termination as of the close of the Limitation Period shall apply to known as well as unknown breaches of such warranties or representations. Subject to subsection (b) below, Buyer's waiver and release set forth in Section 2.4 shall apply fully to liabilities under such representations and warranties not set forth in a Claim Notice as described below. Buyer specifically acknowledges that such termination of liability represents a material element of the consideration to Seller. (b) Any claim of Buyer based upon a breach of any representation or warranty or covenant or a claim under any indemnity contained in this Agreement or any representation, warranty, covenant or indemnity contained in any other document or instrument delivered by Seller to Buyer at Closing (collectively a "Breach") shall be expressed, if at all, in writing setting forth in reasonable detail the basis and character of the claim (a "Claim Notice"), and must be delivered to Seller prior to the expiration of the applicable Limitation Period. Notwithstanding the foregoing, Buyer's right to make and recover any claim pursuant to a Claim Notice shall be subject to the following: (i) with respect to a Breach of Seller's representations and warranties contained herein in this Agreement or a Breach under an indemnity contained in the Assignment of Intangibles or the Assignment of Leases (as such terms are defined in Section 6.1(a) below), Buyer shall survive the Closing not make any claim on account of such Breach unless and shall remain in full force and effect until the date that is 12 months from aggregate measure of such claims with respect to the Closing DateProperty exceeds $500,000, provided that in which event Buyer's claims shall be limited to an amount equal to the representations amount by which such aggregate claims exceed such $500,000 threshold and warranties (ii) Seller's aggregate liability for claims arising out of all Breaches (i.e., those described in clause (i) above as well as all other Breaches) shall not, in the aggregate, exceed $5,000,000.00 exclusive of the amounts of any insurance proceeds actually received by Seller which are to be applied to Breaches, and (iii) Buyer shall have no right to deliver a Claim Notice with respect to a Breach of a representation and warranty of Seller set forth in Section 3.1 (Corporate Organization), Section 3.2 (Authorization), Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency) and Section 3.15 (No Brokers) (the foregoing collectively the “Fundamental Representations”) shall survive the Closing and shall remain in full force and effect until the date that is 18 months from the Closing Date, and nothing contained herein shall limit or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or other agreements contained in this Agreement to be performed or complied with prior the extent that Buyer had knowledge of such Breach as of the Closing Date. Notwithstanding anything to the Closing contrary provided in this Agreement, in no event shall terminate Seller be liable to Buyer for any consequential or punitive damages based upon any breach of this Agreement, including breaches of representation or warranty. Subject to applicable principles of fraudulent conveyance, in no event shall Buyer seek satisfaction for any obligation from any shareholders, officers, directors, employees, agents, legal representatives, successors or assigns of such trustees or beneficiaries, nor shall any such person or entity have any personal liability for any such obligations of Seller. Provided, however, that the Closinglimitations set forth in this Section 4.4(b) shall not apply in the event of fraud. (c) Seller shall have a period of 30 days within which to cure a Breach for which a Claim Notice has been received, or, if such Breach cannot reasonably be cured within 30 days, an additional reasonable time period of up to an additional 60 days (for a total of 90 days), so long as such cure has been commenced within such 30 days and is at all times diligently pursued. All other covenants If the Breach is not cured after actual written notice and within such cure period, Buyer's sole remedy shall be an action at law for damages against Seller, which must be commenced with respect to a Breach of a representation or other agreements warranty contained in this Agreement or a Breach of a covenant contained in Section 4.2 hereof, if at all, within fifteen (15) months after the Closing Date. The existence or pendency of such cure rights shall not delay the Closing Date. The provisions of this Section 4.4 shall survive the Closing without limitation. Notwithstanding the foregoing or any provision herein to the contrary, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party prior to the expiration date termination of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved, (b) Seller shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any losses, liabilities, damages, claims or expenses under Section 7.1 (a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations until the aggregate amount exceeds $41,250, after which Seller shall be obligated for the full amount of the losses, liabilities, damages, claims or expenses, (c) the cumulative indemnification obligations of Seller under Section 7.1(a) shall in no event exceed, in aggregate, $825,000, and (d) the cumulative indemnification obligations of Seller under Section 7.1(a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations shall in no event exceed, in aggregate, $206,250this Agreement.

Survival; Limitations. Subject (a) The representations and warranties of the parties contained in or made pursuant to this Agreement shall be deemed to have been made on the date hereof and on the Closing Date, shall survive the Closing Date and shall remain operative and in full force and effect for the period ending May 7, 2008 (the “Survival Period”); provided that if on or prior to the limitations expiration of the Survival Period, a notice of claim for indemnification shall have been given in accordance with Section 9.4 hereof, the indemnified party shall continue to have the right to be indemnified with respect to such indemnification claim until such claim for indemnification has been satisfied or otherwise resolved as provided in this Article IX; and other provisions of this Agreement, provided further that the representations and warranties contained herein in Section 3.17 (‘Environmental Matters’), 3.18 (‘Circulation’) and Section 3.20 (‘Taxes’) shall survive until the expiration of the applicable statute of limitations period plus 90 days and the representations and warranties contained in Sections 3.2 (‘Sellers’ Authority’), 3.16 (‘Brokers’) and 4.2 (‘Buyer’s Authority’) and all covenants and agreements made by any party hereunder which are to be performed after the Closing Date shall survive without time limit, with the exception of Sections 9.2(a) and 9.3(a), which shall only remain operative and in full force and effect as long as indemnification with respect to the underlying representation and warranty remains available in accordance with the foregoing provisions of this Section 9.1(a) (including as extended pursuant to the first proviso hereof). (b) Except for any Loss and Expense suffered by Buyer based on the breach of any representation or warranty contained in Section 3.17 (‘Environmental Matters’), Section 3.18 (‘Circulation’) and Section 3.20 (‘Taxes’) or resulting from fraud or willful misconduct by Sellers, Buyer shall not be entitled to indemnification under this Agreement for any indemnification claim under Section 9.2(a) until the date that is 12 months aggregate Loss and Expense (as defined herein) suffered by Buyer subject to indemnification under Section 9.2(a) of this Agreement exceeds $100,000 (the “Threshold”). Once the Threshold has been reached, Buyer shall be entitled to full indemnification from Sellers pursuant to Section 9.2(a) below for the aggregate amount of Loss and Expense suffered by Buyer, including any and all claims which individually or in the aggregate did not reach the Threshold. Notwithstanding the foregoing, the Threshold shall not apply to any adjustments under Section 1.6, any Loss and Expense suffered by Buyer based on any breach of any representation or warranty contained in Section 3.17 (‘Environmental Matters’) or Section 3.20 (‘Taxes’) or resulting from fraud or willful misconduct by Sellers or to any indemnification claim related to covenants and agreements made by any party hereto which are to be performed after the Closing Date, . (c) Sellers’ maximum aggregate liability to Buyer for indemnification claims under Section 9.2(a) of this Agreement with respect to any Loss and Expense shall be $7.7 million (the “Cap”); provided that the representations Cap shall not apply to any Loss and warranties Expense suffered by Buyer based on any breach of Seller any representation or warranty contained in Section 3.17 (‘Environmental Matters’), Section 3.18 (‘Circulation’) or resulting from fraud or willful misconduct by Sellers or any covenants and agreements made by any party hereto which are to be performed after the Closing Date. Except with regard to compensation for claims paid to third parties, no indemnifying party shall have any liability to an indemnified party for any punitive, indirect, incidental or consequential damages or loss including, without limitation, loss of revenue or loss of profits. (d) Except for equitable remedies (including, without limitation, injunctive relief) and in the absence of fraud, the parties hereto acknowledge and agree that the sole and exclusive remedy of Buyer and Seller, as the case may be, from and after the Closing Date with respect to any Loss and Expense whatsoever and any and all claims for breach or liability under this Agreement or any of the transactions contemplated hereby shall be solely in accordance with, and limited by, the indemnification provisions set forth in Section 3.1 (Corporate Organization), Section 3.2 (Authorization), Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency) and Section 3.15 (No Brokers) (the foregoing collectively the “Fundamental Representations”) shall survive the Closing and shall remain in full force and effect until the date that is 18 months from the Closing Date, and nothing contained herein shall limit or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or other agreements contained in this Agreement to be performed or complied with prior to the Closing shall terminate upon the Closing. All other covenants or other agreements contained in this Agreement shall survive the Closing without limitation. Notwithstanding the foregoing or any provision herein to the contrary, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved, (b) Seller shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any losses, liabilities, damages, claims or expenses under Section 7.1 (a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations until the aggregate amount exceeds $41,250, after which Seller shall be obligated for the full amount of the losses, liabilities, damages, claims or expenses, (c) the cumulative indemnification obligations of Seller under Section 7.1(a) shall in no event exceed, in aggregate, $825,000, and (d) the cumulative indemnification obligations of Seller under Section 7.1(a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations shall in no event exceed, in aggregate, $206,250Article IX.

Survival; Limitations. Subject (a) The representations and warranties of the parties contained in or made pursuant to this Agreement shall be deemed to have been made on the date hereof and on the Closing Date, shall survive the Closing Date and shall remain operative and in full force and effect for the period ending 18 months thereafter (the “Survival Period”); provided that if on or prior to the limitations expiration of the Survival Period, a notice of claim for indemnification shall have been given in accordance with Section 9.4 hereof, the indemnified party shall continue to have the right to be indemnified with respect to such indemnification claim until such claim for indemnification has been satisfied or otherwise resolved as provided in this Article IX; and other provisions of this Agreement, provided further that the representations and warranties contained herein in, Section 3.16 (‘Environmental Matters’), Section 3.19 (‘Taxes’) and Section 3.20 (‘Investment Representations’) shall survive until the expiration of the applicable statute of limitations period plus 90 days and the representations and warranties contained in Sections 3.2 (‘Authority Relative to the Agreement’), 3.21 (‘Brokers’), 4.2 (‘Authority Relative to the Agreement’) and 4.8 (‘Brokers’) and all covenants and agreements made by any party hereunder which are to be performed after the Closing Date shall survive without time limit, with the exception of Sections 9.2(a) and 9.3(a), which shall only remain operative and in full force and effect as long as indemnification with respect to the underlying representation and warranty remains available in accordance with the foregoing provisions of this Section 9.1(a) (including as extended pursuant to the first proviso hereof). (b) Except for any Loss and Expense (as defined in Section 9.2) suffered by Buyer based on the breach of any representation or warranty contained in Section 3.16 (‘Environmental Matters’), Section 3.19 (‘Taxes’) and Section 3.20 (‘Investment Representations’) or resulting from fraud or willful misconduct by Sellers or Mxxxxx Communications, Buyer and/or GateHouse Media shall not be entitled to indemnification under this Agreement for any indemnification claim under Section 9.2(a) until the date that is 12 months aggregate Loss and Expense suffered by Buyer and/or GateHouse Media subject to indemnification under Section 9.2(a) of this Agreement exceeds $1,000,000 (the “Threshold”). Once the Threshold has been reached, Buyer and/or GateHouse Media shall be entitled to full indemnification from Sellers pursuant to Section 9.2(a) below for the aggregate amount of Loss and Expense suffered by Buyer and/or GateHouse Media, in excess of the Threshold. Notwithstanding the foregoing, the Threshold shall not apply to any adjustments under Section 1.6, any Loss and Expense suffered by Buyer and GateHouse Media based on any breach of any representation or warranty contained in , Section 3.16 (‘Environmental Matters’), Section 3.19 (‘Taxes’) or Section 3.20 (‘Investment Representations’) or resulting from fraud or willful misconduct by Sellers or Mxxxxx Communications or to any indemnification claim related to covenants and agreements made by any party hereto which are to be performed after the Closing Date, . (c) Sellers’ and Mxxxxx Communication’s maximum aggregate liability to Buyer and GateHouse Media for indemnification claims under Section 9.2(a) of this Agreement with respect to any Loss and Expense shall be $11.5 million (the “Cap”); provided that the representations Cap shall not apply to any Loss and warranties Expense suffered by Buyer and GateHouse Media based on any breach of Seller any representation or warranty contained in Section 3.16 (‘Environmental Matters’), Section 3.19 (‘Taxes’) or Section 3.20 (‘Investment Representations’) or resulting from fraud or willful misconduct by Sellers or Mxxxxx Communications or any covenants and agreements made by any party hereto which are to be performed after the Closing Date. Except with regard to compensation for claims paid to third parties, no indemnifying party shall have any liability to an indemnified party for any punitive, indirect, incidental or consequential damages or loss including, without limitation, loss of revenue or loss of profits. (d) Except for enforcement of the Note or equitable remedies (including, without limitation, injunctive relief) and in the absence of fraud, the parties hereto acknowledge and agree that the sole and exclusive remedy of the parties, as the case may be, from and after the Closing Date with respect to any Loss and Expense whatsoever and any and all claims for breach or liability under this Agreement or any of the transactions contemplated hereby shall be solely in accordance with, and limited by, the indemnification provisions set forth in Section 3.1 (Corporate Organization), Section 3.2 (Authorization), Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency) and Section 3.15 (No Brokers) (the foregoing collectively the “Fundamental Representations”) shall survive the Closing and shall remain in full force and effect until the date that is 18 months from the Closing Date, and nothing contained herein shall limit or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or other agreements contained in this Agreement to be performed or complied with prior to the Closing shall terminate upon the Closing. All other covenants or other agreements contained in this Agreement shall survive the Closing without limitation. Notwithstanding the foregoing or any provision herein to the contrary, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved, (b) Seller shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any losses, liabilities, damages, claims or expenses under Section 7.1 (a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations until the aggregate amount exceeds $41,250, after which Seller shall be obligated for the full amount of the losses, liabilities, damages, claims or expenses, (c) the cumulative indemnification obligations of Seller under Section 7.1(a) shall in no event exceed, in aggregate, $825,000, and (d) the cumulative indemnification obligations of Seller under Section 7.1(a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations shall in no event exceed, in aggregate, $206,250Agreement.

Survival; Limitations. Subject to Except as waived in accordance with the limitations and other provisions terms of this Agreement, any provision of this Agreement that imposes an obligation or restriction, or confers a right or benefit, the observance, performance, or exercise of which may or must occur after the Closing Date, shall survive the Closing Date. Notwithstanding the foregoing, (i) the representations and warranties contained herein shall survive the Closing and shall remain in full force and effect until the date that is 12 months from the Closing Date, provided that the representations and warranties of Seller set forth in Section 3.1 (Corporate Organization), Section 3.2 (Authorization), Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency) and Section 3.15 (No Brokers) (the foregoing collectively the “Fundamental Representations”) shall survive the Closing and shall remain in full force and effect until the date that is 18 months from the Closing Date, and nothing contained herein shall limit or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or other agreements contained in this Agreement to be performed or complied with prior to the Closing shall terminate upon the Closing. All other covenants or other agreements contained in this Agreement shall survive for a period of twelve (12) months following the Closing without limitation. Notwithstanding Date (other than the foregoing or any provision herein to Fundamental Representations and the contrary, (arepresentations set forth in Section 6.1(e) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims which shall survive until finally resolvedthe thirty (30) days following expiration of the statute of limitations) and (ii) except with respect to breaches of Fundamental Representations, (bA) neither Seller nor Buyer shall not be required have any obligation to indemnify or hold harmless any Buyer an Indemnified Party againstpursuant to Sections 12.1(a) and 12.1(b), on the one hand, or reimburse any Buyer Indemnified Party for12.2(a) and 12.2(b), any losseson the other hand, liabilitiesas applicable, damages, claims or expenses under Section 7.1 (a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations until the aggregate amount of all Losses indemnifiable under Sections 12.1(a) and 12.1(b), on the one hand, or Sections 12.2(a) and 12.2(b), on other hand, as applicable, exceeds $41,250500,000, after which Seller shall be obligated for or Buyer (as the full amount of the losses, liabilities, damages, claims or expenses, (c) the cumulative indemnification obligations of Seller under Section 7.1(acase may be) shall indemnify the Indemnified Party for all Losses of in no event exceedexcess of such amount and (B) neither Seller nor Buyer shall have any indemnity obligation to an Indemnified Party for aggregate Losses indemnifiable under Sections 12.1(a) and 12.1(b), on the one hand, or 12.2(a) and 12.2(b), on other hand, as applicable, in aggregateexcess of $1,500,000 (the “Cap”); provided, $825,000however, and (d) the cumulative indemnification obligations of Seller under Section 7.1(a) for any with respect to breaches of the representations Fundamental Representations, the Cap shall be the Premium; provided further that any indemnification pursuant to Section 12.1(a) shall not be in duplication of indemnification pursuant to Section 12.1(d); provided further the Cap and the $500,000 deductible set forth above shall not apply to any breach of Section 4.7. For the avoidance of doubt, the Cap shall not apply to any indemnification pursuant to clauses Sections 12.1(c), 12.1(d) or warranties contained in Section 3 12.2(c). The right to indemnification, reimbursement or other remedy based upon such representations, warranties, covenants and obligations (other than Fundamental Representations shall those explicitly waived in no event exceedaccordance with the terms of this Agreement) will not be affected by any investigation conducted with respect to, in aggregateor any knowledge acquired (or capable of being acquired) at any time, $206,250whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant or obligation.

Survival; Limitations. Subject The rights to indemnification under this Article IX shall be subject to the limitations and other provisions following limitations: (a) Notwithstanding anything herein to the contrary, (i) each of this Agreement, the representations and warranties contained herein shall survive the Closing and shall remain in full force and effect until the date that is 12 months from the Closing Date, provided that the representations and warranties of Seller set forth in Section 3.1 (Corporate Organization), Section 3.2 (Authorization), Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency) and Section 3.15 (No Brokers) (the foregoing collectively the “Fundamental Representations”) Parties under this Agreement shall survive the Closing and shall remain in full force and effect until the date that is 18 for a period of twelve (12) months from after the Closing Date, and nothing contained herein shall limit or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection with any action or claim based upon fraud. All (ii) each of the covenants or and other agreements contained in this Agreement to be performed or complied with prior to of the Closing shall terminate upon the Closing. All other covenants or other agreements Seller contained in this Agreement shall survive the Closing without limitationfor the period contemplated by its terms or, if no such period is so contemplated, until the twelve (12)-month anniversary of the Closing Date (as applicable, the “Survival Period”). Notwithstanding the foregoing or any provision herein Any Claim for indemnification under this Article IX shall be made by giving notice under Section 9.4 to the contraryBuyer or the Seller, (a) as applicable. Any such notice must be given on or before the expiration of the applicable Survival Period with respect to the subject matter of such Claim, and any claims asserted by proper notice hereunder by Claim for indemnification given after such date will have no effect; provided, however, that in the event a Buyer Indemnified Party Claim has been properly made on or Seller Indemnified Party prior to the expiration date of such applicable Survival Period and such Claim is unresolved as of the applicable survival period shall not thereafter be barred by the expiration conclusion of such survival period and time limitation, if any, then the right to indemnification with respect to such claims Claim shall survive remain in effect until such matter shall have been finally resolved, . (b) The Seller shall not be required to indemnify or hold harmless any the Buyer Indemnified Party againstParties under Section 9.1(a) until the Buyer Losses, individually or reimburse any in the aggregate, as to which the Buyer Indemnified Party forParties would otherwise be entitled to indemnification exceed $200,000 (the “Basket”), any losses, liabilities, damages, claims or expenses under Section 7.1 (a) for any breaches of at which point the representations or warranties contained in Section 3 other than Fundamental Representations until the aggregate amount exceeds $41,250, after which Seller shall be obligated liable to reimburse the Buyer Indemnified Parties for all the full Buyer Losses, subject to Section 9.6(c), in excess of the Basket; provided, however, that the foregoing limitation shall not apply to any indemnification claim (or Losses pertaining thereto) in respect of any breach of any Fundamental Representation or any indemnification claim based on fraud, intentional misrepresentation or willful misconduct. (c) The aggregate amount of the losses, liabilities, damages, claims Losses for which the Seller or expenses, (c) the cumulative indemnification obligations of Seller Buyer shall be liable with respect to this Agreement under Section 7.1(a) this Article IX shall in no event exceednot, in aggregateany event, $825,000exceed an amount equal to five point two percent (5.2%) of the Headline Purchase Price (the “Cap”), and any Buyer Losses shall be recovered solely from the Escrow Amount; provided, however, that the foregoing limitations shall not apply to any indemnification claim (dor Losses pertaining thereto) based on fraud, intentional misrepresentation or willful misconduct. Any Seller Losses shall be paid by the cumulative indemnification obligations Buyer to the Seller by wire transfer of immediately available funds to the account or accounts designated by the Seller under Section 7.1(a) for without set-off or deduction of any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations shall in no event exceed, in aggregate, $206,250kind.

Survival; Limitations. Subject (a) The representations and warranties of the parties contained in or made pursuant to this Agreement shall be deemed to have been made on the date hereof and on the Closing Date, shall survive the Closing Date and shall remain operative and in full force and effect for the period ending 18 months thereafter (the “Survival Period”); provided that if on or prior to the limitations expiration of the Survival Period, a notice of claim for indemnification shall have been given in accordance with Section 9.4 hereof, the indemnified party shall continue to have the right to be indemnified with respect to such indemnification claim until such claim for indemnification has been satisfied or otherwise resolved as provided in this Article IX; and other provisions of this Agreement, provided further that the representations and warranties contained herein in, Section 3.16 (‘Environmental Matters’), Section 3.19 (‘Taxes’) and Section 3.20 (‘Investment Representations’) shall survive until the expiration of the applicable statute of limitations period plus 90 days and the representations and warranties contained in Sections 3.2 (‘Authority Relative to the Agreement’), 3.21 (‘Brokers’), 4.2 (‘Authority Relative to the Agreement’) and 4.8 (‘Brokers’) and all covenants and agreements made by any party hereunder which are to be performed after the Closing Date shall survive without time limit, with the exception of Sections 9.2(a) and 9.3(a), which shall only remain operative and in full force and effect as long as indemnification with respect to the underlying representation and warranty remains available in accordance with the foregoing provisions of this Section 9.1(a) (including as extended pursuant to the first proviso hereof). (b) Except for any Loss and Expense (as defined in Section 9.2) suffered by Buyer based on the breach of any representation or warranty contained in Section 3.16 (‘Environmental Matters’), Section 3.19 (‘Taxes’) and Section 3.20 (‘Investment Representations’) or resulting from fraud or willful misconduct by Sellers or Xxxxxx Communications, Buyer and/or GateHouse Media shall not be entitled to indemnification under this Agreement for any indemnification claim under Section 9.2(a) until the date that is 12 months aggregate Loss and Expense suffered by Buyer and/or GateHouse Media subject to indemnification under Section 9.2(a) of this Agreement exceeds $1,000,000 (the “Threshold”). Once the Threshold has been reached, Buyer and/or GateHouse Media shall be entitled to full indemnification from Sellers pursuant to Section 9.2(a) below for the aggregate amount of Loss and Expense suffered by Buyer and/or GateHouse Media, in excess of the Threshold. Notwithstanding the foregoing, the Threshold shall not apply to any adjustments under Section 1.6, any Loss and Expense suffered by Buyer and GateHouse Media based on any breach of any representation or warranty contained in , Section 3.16 (‘Environmental Matters’), Section 3.19 (‘Taxes’) or Section 3.20 (‘Investment Representations’) or resulting from fraud or willful misconduct by Sellers or Xxxxxx Communications or to any indemnification claim related to covenants and agreements made by any party hereto which are to be performed after the Closing Date, . (c) Sellers’ and Xxxxxx Communication’s maximum aggregate liability to Buyer and GateHouse Media for indemnification claims under Section 9.2(a) of this Agreement with respect to any Loss and Expense shall be $11.5 million (the “Cap”); provided that the representations Cap shall not apply to any Loss and warranties Expense suffered by Buyer and GateHouse Media based on any breach of Seller any representation or warranty contained in Section 3.16 (‘Environmental Matters’), Section 3.19 (‘Taxes’) or Section 3.20 (‘Investment Representations’) or resulting from fraud or willful misconduct by Sellers or Xxxxxx Communications or any covenants and agreements made by any party hereto which are to be performed after the Closing Date. Except with regard to compensation for claims paid to third parties, no indemnifying party shall have any liability to an indemnified party for any punitive, indirect, incidental or consequential damages or loss including, without limitation, loss of revenue or loss of profits. (d) Except for enforcement of the Note or equitable remedies (including, without limitation, injunctive relief) and in the absence of fraud, the parties hereto acknowledge and agree that the sole and exclusive remedy of the parties, as the case may be, from and after the Closing Date with respect to any Loss and Expense whatsoever and any and all claims for breach or liability under this Agreement or any of the transactions contemplated hereby shall be solely in accordance with, and limited by, the indemnification provisions set forth in Section 3.1 (Corporate Organization), Section 3.2 (Authorization), Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency) and Section 3.15 (No Brokers) (the foregoing collectively the “Fundamental Representations”) shall survive the Closing and shall remain in full force and effect until the date that is 18 months from the Closing Date, and nothing contained herein shall limit or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or other agreements contained in this Agreement to be performed or complied with prior to the Closing shall terminate upon the Closing. All other covenants or other agreements contained in this Agreement shall survive the Closing without limitation. Notwithstanding the foregoing or any provision herein to the contrary, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved, (b) Seller shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any losses, liabilities, damages, claims or expenses under Section 7.1 (a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations until the aggregate amount exceeds $41,250, after which Seller shall be obligated for the full amount of the losses, liabilities, damages, claims or expenses, (c) the cumulative indemnification obligations of Seller under Section 7.1(a) shall in no event exceed, in aggregate, $825,000, and (d) the cumulative indemnification obligations of Seller under Section 7.1(a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations shall in no event exceed, in aggregate, $206,250Agreement.

Survival; Limitations. Subject to All of the limitations terms and other provisions conditions of this Agreement, together with the representations representations, warranties and warranties covenants contained herein or in any instrument or document delivered or to be delivered pursuant to this Agreement and the agreements of the parties to indemnify each other as set forth in this Article XI shall survive the execution of this Agreement and the Closing Date notwithstanding any investigation heretofore or hereafter made by or on behalf of any party hereto and shall remain continue for, and all claims with respect thereto shall be made prior to the end of one (1) year from the Closing Date (the "Indemnification Period"); provided, however, that with respect to the representations set forth in full force Sections 2.7 and effect until 2.8 hereof, the date Indemnification Period shall survive in perpetuity, and provided further that is 12 months from with respect to any income tax liability of Fremont, Fretel or any of their subsidiaries or Affiliates attributable to any activities or transactions occurring by any of them on or prior to the Closing Date, provided that the representations agreement of the Sellers to indemnify the Purchaser and warranties of Seller set forth in Section 3.1 (Corporate Organization), Section 3.2 (Authorization), Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency) and Section 3.15 (No Brokers) (the foregoing collectively the “Fundamental Representations”) its Affiliates shall survive until the Closing expiration of the applicable statute of limitations prescribed by Section 6501 of the IRC, as such statutes of limitations may have been or be extended by agreement from time to time, and shall remain in full force and effect until the date that is 18 months from the Closing Dateapply with respect to any claims arising prior to such expiration date. Additionally, and nothing contained herein shall limit or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or other agreements contained notwithstanding anything in this Agreement to be performed or complied with prior to the Closing shall terminate upon the Closing. All other covenants or other agreements contained in this Agreement shall survive the Closing without limitation. Notwithstanding the foregoing or any provision herein to the contrary, the liability of the Sellers (ajointly and severally) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party prior to indemnify the Purchaser under this Article XI, and the liability of the Purchaser to indemnify the Sellers under this Article XI, shall be limited in the aggregate to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved, (b) Seller shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any losses, liabilities, damages, claims or expenses under Section 7.1 (a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations until the aggregate amount exceeds $41,250, after which Seller shall be obligated for the full amount of the losses, liabilities, damages, claims or expenses, (c) the cumulative indemnification obligations of Seller under Section 7.1(a) shall in no event exceed, in aggregate, $825,000, and (d) the cumulative indemnification obligations of Seller under Section 7.1(a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations shall in no event exceed, in aggregate, $206,250Adjusted Purchase Price.

Survival; Limitations. (a) Subject to subsection (b) below, the limitations parties agree that Transferors' warranties and other provisions representations contained in Sections 4.1 (a) and (b) of this AgreementAgreement shall survive Buyer's purchase of the Properties and the Closing Date for a period ending 180 calendar days following the Closing Date (the "Limitation Period"). Such termination as of the close of the Limitation Period shall apply to known as well as unknown breaches of such warranties or representations. Subject to subsection (b) below, Buyer's waiver and release set forth in Section 2.4 shall apply fully to liabilities under such representations and warranties. Buyer specifically acknowledges that such termination of liability represents a material element of the consideration to Transferors. (b) Any claim of Buyer based upon a breach of any representation or warranty or covenant or a claim under any indemnity contained in this Agreement or any representation, warranty, covenant or indemnity contained in any other document or instrument delivered by Transferors to Buyer at closing (collectively a "Breach") shall be expressed, if at all, in writing setting forth in reasonable detail the basis and character of the claim (a "Claim Notice"), and, in the case of a Breach of Transferors' representations and warranties contained herein in this Agreement or a Breach of a covenant contained in Section 4.2 hereof only, shall survive be delivered to Transferors prior to the Closing expiration of the Limitation Period. Notwithstanding the foregoing, Buyer's right to make and recover any claim pursuant to a Claim Notice shall be subject to the following: (i) any matters identified by Buyer during the Confirmation Period which would represent both a breach of representation and result in a Material Adverse Matters Amount shall be treated solely as the latter and shall remain in full force and effect until not be the date that is 12 months from the Closing Datesubject of any claim for breach of representation under this Article IV, provided that the (ii) with respect to a Breach of Transferors' representations and warranties of Seller set forth in Section 3.1 (Corporate Organization), Section 3.2 (Authorization), Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency) and Section 3.15 (No Brokers) (the foregoing collectively the “Fundamental Representations”) shall survive the Closing and shall remain in full force and effect until the date that is 18 months from the Closing Date, and nothing contained herein shall limit or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or other agreements contained in this Agreement Agreement, or a Breach of a covenant contained in Section 4.2 hereof or a Breach under an indemnity contained in the Assignments of Intangibles or the Assignments of Leases (as such terms are defined in Section 6.1(a) below), Buyer shall not make any claim on account of such Breach unless and until (A) the aggregate measure of such claims with respect to a Property exceeds $200,000, and (B) the aggregate measure of such claims with respect to all of the Properties exceeds $900,000 (the "Threshold"), in which event Buyer's claim shall be limited to an amount equal to (x) the amount by which such aggregate exceeds the Threshold, plus (y) an amount equal to two-thirds of the Threshold, (iii) Transferors' aggregate liability for claims arising out of all Breaches (i.e., those described in clause (ii) above as well as all other Breaches) shall not, in the aggregate, exceed an amount equal to three percent (3%) of the aggregate Price for all of the Properties acquired by Buyer exclusive of the amounts of any insurance proceeds actually received by Transferors which are to be performed or complied applied to Claims pursuant to Section 2.4(e), and (iv) Buyer shall have the right to deliver to Transferors Claim Notices with respect to any Breach discovered by Buyer prior to the Closing shall terminate upon the Closing. All other covenants or other agreements contained in this Agreement shall survive Date solely if such notice is delivered prior to the Closing without limitationDate. Notwithstanding the foregoing or any provision herein foregoing, with respect to the contrary, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party prior to the expiration date Claim Notice asserting a breach of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved, (b) Seller shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any losses, liabilities, damages, claims or expenses under Section 7.1 (a) for any breaches of the representations or warranties representation contained in Section 3 other than Fundamental Representations 4.1(b)(vii), the following shall be substituted for the provisions of clause (ii) of this Section 4.4(b): (ii) Buyer shall not make any claim on account of a breach of the representation and warranty contained in Section 4.1(b)(vii) with respect to any Property unless and until the aggregate amount exceeds $41,250, after which Seller shall be obligated for the full amount measure of the losses, liabilities, damages, such claims or expenses, (c) the cumulative indemnification obligations of Seller under Section 7.1(a) shall in no event exceed, in aggregate, $825,000, and (d) the cumulative indemnification obligations of Seller under Section 7.1(a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations shall in no event exceed, in aggregate, $206,250.with respect to all

Survival; Limitations. Subject to the limitations and other provisions (a) The period during which a claim for indemnification under Sections 8.1(a) or 8.2(a) in respect of this Agreement, the representations and warranties contained herein which survive for the Claims Period under Section 8.5(b) may be asserted hereunder (the “Claims Period”) shall survive begin on the Closing Date and shall terminate forty-eight (48) months following the Closing Date. (b) Notwithstanding Section 8.5(a), if, prior to the close of business on the last day of the Claims Period, an Indemnifying Party shall have been properly notified of a good faith claim for indemnity under Section 8.5(a) and such claim shall not have been Finally Resolved at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is Finally Resolved in full force and effect until the date that is 12 months from the Closing Date, provided that the accordance herewith. All representations and warranties herein (other than those contained in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.8, 4.9, 4.11, 4.12, 4.14, 4.15, 4.18, 4.21, 4.22, 4.25, 4.26, 4.28 and 4.29, in addition to any claims based on fraud, intentional misrepresentation, or intentional misconduct which shall survive for the applicable statute of Seller set forth in Section 3.1 (Corporate Organization), Section 3.2 (Authorization), Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency) and Section 3.15 (No Brokers) (the foregoing collectively the “Fundamental Representations”limitations period) shall survive the Closing and shall remain in full force and effect until the date last day of the Claims Period applicable thereto and, with respect to claims that is 18 months from remain unresolved as of the Closing Datelast day of the Claims Period, and nothing contained herein shall limit or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or other agreements contained in this Agreement to be performed or complied with prior to the Closing shall terminate upon the Closing. All other covenants or other agreements contained in this Agreement shall survive the Closing without limitation. until such unresolved claims have been Finally Resolved. (c) Notwithstanding the foregoing or any provision anything herein to the contrary, : (ai) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party prior to the expiration date of the applicable survival period Sellers shall not thereafter be barred by the expiration of such survival period have any indemnification obligation under Section 8.1(a) unless and such claims shall survive until finally resolved, (b) Seller shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any losses, liabilities, damages, claims or expenses under Section 7.1 (a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations until the aggregate amount of Buyer Losses exceeds $41,250250,000, after whereupon Sellers shall indemnify the Buyer Indemnitees for the entire amount of such Buyer Losses, subject to Section 8.5(c)(iii); (ii) Buyer shall not have any indemnification obligation under Section 8.2(a) unless and until the aggregate amount of Seller Losses exceeds $250,000, whereupon Buyer shall indemnify the Seller Indemnitees for the entire amount of such Seller Losses, subject to Section 8.5(c)(iv) (it being acknowledged and agreed that in no event shall the $250,000 threshold be applicable to Buyer’s failure to pay any portion of the Purchase Price); (iii) subject to Section 8.5(c)(v), the maximum amount of Buyer Losses for which Seller Sellers shall be obligated for to indemnify Buyer Indemnitees pursuant to Section 8.1(a) is the full amount equal to the Purchase Price (the “Cap Amount”); (iv) subject to Section 8.5(c)(v), the maximum amount of Seller Losses for which Buyer shall be obligated to indemnify Seller Indemnitees pursuant to Section 8.2(a) is the losses, liabilities, damages, claims or expenses, Cap Amount; and (cv) the cumulative indemnification obligations Cap Amount shall not apply to any claims based on a finding of Seller under Section 7.1(a) shall in no event exceedfraud, in aggregate, $825,000, and intentional misrepresentation or intentional misconduct of any Party. (d) The Seller Losses or Buyer Losses, as the cumulative case may be (“Losses”), suffered by any Indemnified Party shall be calculated after giving effect to any amounts recoverable under insurance policies (it being understood and agreed that the Indemnified Parties shall use their commercially reasonable efforts to seek insurance recoveries in respect of Losses to be indemnified hereunder). If any insurance proceeds from third parties are actually realized by an Indemnified Party subsequent to the receipt by such Indemnified Party of an indemnification obligations of Seller under Section 7.1(a) for any breaches payment hereunder in respect of the representations or warranties contained in Section 3 other than Fundamental Representations claims to which such insurance proceedings relate, appropriate refunds shall in no event exceedbe made promptly to the Indemnifying Party regarding the amount of such indemnification payment. (e) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, in aggregateNO PARTY SHALL BE LIABLE FOR SPECIAL, $206,250PUNITIVE, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT DAMAGES (INCLUDING LOST PROFITS) RELATING TO ANY BREACH OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT RELIEVE AN INDEMNIFYING PARTY OF ITS OBLIGATION TO INDEMNIFY ANY INDEMNIFIED PARTY TO THE EXTENT ANY SUCH DAMAGES ARE INCLUDED IN A FINAL LOSS FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDER.

Survival; Limitations. (a) Subject to the limitations Section 13.3(b) and Section 13.3(c): (i) Non-Fundamental Representations (other provisions of this Agreement, than the representations and warranties contained set forth in Section 5.10 and Section 5.17(c)) of each Seller and/or Subject Company Group set forth herein and in the other Transaction Documents (excluding the Registration Rights Agreement and the Escrow Agreement, but including the corresponding representations and warranties given in the Closing Certificate) shall survive Closing and terminate on the Second Holdback Release Date; (ii) the representations and warranties set forth in Section 5.10 (including the corresponding representations and warranties given in the Closing Certificate) and the indemnity in Section 13.2(d) shall survive Closing and terminate on the date that is sixty (60) days after the expiration of the statutes of limitations (after giving effect to any waiver, mitigation or extension thereof) applicable to such matters; (iii) the representations and warranties in Section 5.17(c) shall terminate at Closing; (iv) Fundamental Representations of each Seller and/or Subject Company Group set forth herein and in the other Transaction Documents (including the corresponding representations and warranties given in the Closing Certificate) shall survive Closing and terminate upon expiration of the applicable statutes of limitation; (v) the covenants and agreements of each Seller and/or Subject Company Group to be performed on or prior to Closing shall survive Closing and terminate on the Second Holdback Release Date; (vi) the covenants and agreements of each Seller to be performed after Closing shall survive the Closing and shall remain in full force and effect until terminate when fully performed (other than the date that is 12 months from the Closing Date, provided that the representations and warranties of Seller set forth covenants in Section 3.1 (Corporate Organization)13.2, Section 3.2 (Authorization), Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency) and Section 3.15 (No Brokers) (the foregoing collectively the “Fundamental Representations”) which shall survive the Closing and shall remain in full force and effect until terminate on the date of the termination of the applicable representations, warranties, covenants and/or indemnities that is 18 months from are covered by Section 13.2); (vii) the indemnity in Section 13.2(e) (A) with respect to clause (d) of the definition of “Specified Liabilities” shall survive the Closing indefinitely, (B) with respect to clauses (a), and (b) of the definition of “Specified Liabilities” shall survive the Closing and terminate on the thirty-six (36) month anniversary of the Closing Date, (C) with respect to clauses (c), (e) and (g) of the definition of “Specified Liabilities” shall survive the Closing and terminate on the twenty-four (24) month anniversary of the Closing Date, and nothing contained herein shall limit or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right (D) with respect to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or all other agreements contained in this Agreement to be performed or complied with prior to the Closing shall terminate upon the Closing. All other covenants or other agreements contained in this Agreement “Specified Liabilities” shall survive the Closing without limitation. Notwithstanding and terminate on the foregoing fifteen (15) month anniversary of the Closing Date; and (viii) the covenants, representations and warranties of Purchaser set forth in this Agreement and the Purchaser Certificate and the covenants of Subject Company Group to be performed after Closing shall survive the Closing indefinitely; provided, however, there shall be no expiration or termination of any provision herein bona fide claim asserted pursuant to the contrarya Claim Notice pursuant to this Agreement with respect to such a representation, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Party warranty, covenant or Seller Indemnified Party agreement prior to the expiration or termination date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved, thereof. (b) Subject to Section 14.11 and notwithstanding anything to the contrary contained elsewhere in this Agreement after Closing: (i) neither Purchaser nor any member of the Purchaser Group shall be entitled to indemnity or reimbursement from either Seller shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any losses, liabilities, damages, claims or expenses underunder this Agreement: Section 7.1 (aA) for any Damages relating to or arising out of any individual event, matter or occurrence that Purchaser Group is entitled to indemnity and reimbursement for pursuant to Section 13.2(c) with respect to breaches of Non-Fundamental Representations, unless and until the representations amount of such Damages for such individual event, matter or warranties contained in occurrence exceeds the Individual Indemnity Threshold (it being agreed that the Individual Indemnity Threshold represents a threshold and not a deductible); (B) for any Damages that Purchaser Group is entitled to indemnity and reimbursement for under Section 3 other than 13.2(c) with respect to breaches of Non-Fundamental Representations in excess of the Individual Indemnity Threshold, unless and until the aggregate amount of all such Damages for which Sellers would be responsible under Section 13.2(c) exceeds $41,250, after which Seller shall be obligated for the full amount one and three-quarters of a percent (1.75%) of the lossesUnadjusted Purchase Price, liabilitiescollectively as to all Sellers (and then only to the extent such Damages exceed one and three-quarters of a percent (1.75%) of the Unadjusted Purchase Price); (C) for any Damages that Purchaser Group is entitled to indemnity and reimbursement for under Section 13.2(c) with respect to breaches of Non-Fundamental Representations, damagesto the extent the aggregate Damages that Purchaser Group is entitled to indemnity and reimbursement for under Section 13.2(c) exceed the Holdback Amount (but then only to the extent of such excess); provided, claims however, in no event shall the limitations set forth in this Section 13.3(b)(i)(A) through Section 13.3(b)(i)(C) apply to any Damages with respect to (x) any breaches of either Sellers’ Fundamental Representations or expensesthe representations and warranties set forth in Section 5.10, or (y) any indemnity obligations under Section 13.2(a), Section 13.2(b), Section 13.2(d); and (D) under this Agreement for aggregate Damages in excess of an amount equal to such Sellers’ Percentage Share of the Unadjusted Purchase Price. (c) Subject to Article 12 and Section 14.11, the cumulative indemnification obligations liability of Seller the Purchaser Parties (and each Subject Company after Closing) under Section 7.1(athis Agreement shall not exceed an amount equal to the amount that is one hundred percent (100%) shall in no event exceed, in aggregate, $825,000, and of the Unadjusted Purchase Price. (d) Each Seller, Subject Company Group and each Purchaser Party each acknowledge and agree that except as expressly set forth in Article 12, (1) the cumulative payment of money, as limited by the terms of this Agreement shall be adequate compensation for breach of any representation, warranty, covenant or agreement contained herein or for any other claim arising in connection with or with respect to the transactions contemplated by this Agreement and (2) the Purchaser Parties, Subject Company Group and each Seller hereby irrevocably waive any and all rights to rescind, reform, cancel, terminate, revoke or void this Agreement or any of the transactions contemplated hereby; provided, however, each Party shall have the non-exclusive right to specific performance and other equitable remedies available at law or equity (including injunctive relief) for the breach or failure of the Other Party to perform its obligations hereunder required to be performed after Closing. (e) Notwithstanding anything herein to the contrary but subject to Section 13.3(b), the rights of each member of the Purchaser Group to indemnification obligations of Seller (and each Seller’s obligations) under Section 7.1(a13.2 (as limited by the terms hereof) shall be satisfied first (A) from the Holdback Amount pursuant to Section 13.7 (on an aggregate basis and without regard to which Seller is responsible for any breaches of the representations or warranties contained applicable indemnification obligation), until the Holdback Amount has been reduced to $0, and second (B) by the applicable Seller, who shall make such payment in Section 3 other than Fundamental Representations shall in no event exceed, in aggregate, $206,250cash.

Survival; Limitations. Subject (a) Each of (i) the respective representations and warranties of the Shareholders and Major Shareholders contained in this Agreement or in any instrument or document delivered pursuant hereto and indemnification in respect thereof and (ii) the indemnification obligations set forth in Section 9.1(b)(i), (iii), (iv) and (v) (other than with respect to clause (ii))shall survive the Effective Time for a period of thirteen (13) months except for the following representations and warranties and indemnification in respect thereof: Sections 4.3, 4.4, 4.16, 4.17, 4.19 and 4.20 which shall survive for sixty (60) days beyond the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof). Notwithstanding the foregoing, individual representations and warranties referred to in this Section 9.3(a) shall survive the periods specified with respect to the limitations subject matter of the notice if notice of misrepresentation or breach thereof giving rise to such right of indemnity shall have been given as herein provided to the parties or parties against whom such indemnity may be sought prior to the expiration of such periods, and other provisions the covenants and agreements of the parties hereto contained in this Agreement or in any instrument or document delivered pursuant hereto and the indemnification in respect thereof shall survive the Effective Time without time limit. (b) No party hereto shall have an indemnification obligation pursuant to this Article 9 in respect of any representation, warranty or covenant unless such party shall have received from the party seeking indemnification written notice of the existence of the claim, or if amounts are to be incurred in avoiding the reasonable possibility of the claim, written notice of the reasonable possibility of the claim, for or in respect of which indemnification in respect of such representation or warranty is sought. Excluding claims under Section 9.6, such notice shall set forth with reasonable specificity (i) the basis under this Agreement, and the representations facts that otherwise form the basis, of such claim, (ii) an estimate of the amount of such claim (which estimate shall not be conclusive of the final amount of such claim) and warranties contained herein shall survive an explanation of the Closing calculation of such estimate, including a statement of any significant assumptions employed therein, and shall remain in full force and effect until (iii) the date that is 12 months from on and manner in which the party delivering such notice became aware of the existence of such claim. (c) Any payment under this Article 9 required to be made by a Shareholder may, in the discretion of such Shareholder, be made in Parent Common Stock, and any payment required to be made by Parent shall be made in Parent Common Stock, in each case at the Average Price. (d) Any action to be taken by the Major Shareholders pursuant to this Article 9 may be taken by those Major Shareholders who, immediately prior to the Closing Date, provided held a majority of the Shares held by all Major Shareholders. (e) Notwithstanding anything to the contrary contained in this Agreement, none of the Major Shareholders shall be required hereunder to indemnify or hold Parent or any affiliate thereof harmless against damages or other losses until such time as the aggregate amount of all damages, or other losses shall exceed $500,000 (the "Liability Cushion"), at which time the Major Shareholders shall be responsible without regard to such threshold; provided, however, that such Liability Cushion shall not apply to or include (A) any obligations of the Company or a Major Shareholder under Sections 7.1, 8.3, 8.4 or 8.7 hereof, or any other covenant or agreement of a Major Shareholder (as opposed to its representations and warranties of Seller set forth in Section 3.1 (Corporate Organization), Section 3.2 (Authorization), Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvencywarranties) and Section 3.15 (No Brokers) (relating to a period after the foregoing collectively the “Fundamental Representations”) shall survive the Closing and shall remain in full force and effect until the date that is 18 months from the Closing Date, and nothing contained herein shall limit or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or other agreements Effective Time contained in this Agreement to be performed or complied with prior to the Closing shall terminate upon the Closing. All other covenants in any instrument or other agreements contained in this Agreement shall survive the Closing without limitation. Notwithstanding the foregoing or any provision herein to the contrary, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved, (b) Seller shall not be required to indemnify or hold harmless any Buyer Indemnified Party againstdocument delivered pursuant hereto, or reimburse any Buyer Indemnified Party for, (B) any losses, liabilities, damages, claims damages and expenses in respect of misrepresentations or expenses under Section 7.1 (a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations until the aggregate amount exceeds $41,250, after which Seller shall be obligated for the full amount of the losses, liabilities, damages, claims or expenses, (c) the cumulative indemnification obligations of Seller warranty under Section 7.1(a4.3 or 4.4(a) shall or in any instrument or document delivered pursuant hereto; provided, further, however, that in no event exceed, in aggregate, $825,000, and (d) shall the cumulative indemnification obligations of Seller under Section 7.1(a) for any breaches aggregate liability of the representations or warranties contained in Section 3 other than Fundamental Representations shall in no event exceed, in aggregate, Major Shareholders under this Agreement to Parent exceed $206,25020 million (the "Cap").

Survival; Limitations. Subject to the limitations and other provisions of this Agreement, (a) The Parties hereto agree that (i) the representations and warranties contained herein in Articles 3A and 4 shall survive for the applicable statute of limitations; (ii) the covenants contained herein which are to be performed after the Closing and Date shall remain in full force and effect until the date that is 12 months from the Closing Datesurvive without limitation, provided that (iii) the representations and warranties of Seller set forth in Sections 3.12 and 3.22 shall survive for three (3) years, (iv) the representations and warranties in Section 3.1 3.11 shall survive for eighteen (Corporate Organization18) months, (v) the representations and warranties in Section 3.9 shall survive for thirty (30) months, and (vi) all other representations and warranties shall survive for twelve (12) months, following the Closing Date (subject, in the case of clauses (iii), Section 3.2 (Authorization), Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvencyiv) and Section 3.15 (No Brokersv) and (the foregoing collectively the “Fundamental Representations”vi) shall survive the Closing and shall remain in full force and effect until the date that is 18 months from the Closing Datehereof, and nothing contained herein shall limit or restrict to any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection applicable shorter statutes of limitation with any action or claim based upon fraud. All covenants or other agreements contained in this Agreement to be performed or complied with prior respect to the Closing shall terminate upon the Closingsubject matter thereof). All other covenants or other agreements contained Any claim with respect to a breach of representations and warranties must be made in this Agreement shall survive the Closing without limitation. Notwithstanding the foregoing or any provision herein a writing to the contrary, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Indemnifying Party or Seller Indemnified Party prior to within the expiration date of the applicable survival period shall not thereafter be barred by the expiration of specified for such survival period representations and such claims shall survive until finally resolved, warranties. (b) Seller Sellers shall not be required have no obligation to indemnify the Seller Indemnified Persons for Damages pursuant to Section 10.1(a) or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any losses, liabilities, damages, claims or expenses under Section 7.1 (ab) for any breaches hereof (except with respect to a breach of the representations or warranties contained in Section 3 other than Fundamental Representations until 3.A.2 hereof), except for any Damages in the aggregate amount exceeds in excess of Two Hundred and Fifty Thousand Dollars ($41,250250,000) the ("Floor") provided, after which however, that if Damages in the aggregate exceed the Floor, the Sellers shall indemnify the Seller shall be obligated Indemnified Persons only for the full amount of all such Damages in excess of the lossesFloor. In no event shall Sellers, liabilitiesin the aggregate, damages, claims have any obligation to indemnify the Seller Indemnified Persons for Damages pursuant to Section 10.1(a) or expenses, (b) hereof (except with respect to a breach of the representations contained in Section 3.A.2 hereof) in an amount in excess of $25,000,000 in the aggregate. (c) the cumulative The amount of any indemnification obligations of Seller under Section 7.1(a) required to be paid by Sellers hereunder shall in no event exceed, in aggregate, $825,000, and (d) the cumulative indemnification obligations of Seller under Section 7.1(a) for be reduced by any breaches tax benefit received by Buyer directly as a result of the representations or warranties contained in Section 3 other than Fundamental Representations shall in no event exceed, in aggregate, $206,250Damages giving rise to a claim for indemnification.

Survival; Limitations. (a) Subject to subsection (b) below, the limitations parties agree that Seller's warranties and other provisions representations contained in Sections 4.1 of this AgreementAgreement shall survive Buyer's purchase of the Properties and the Closing Date for a period ending on the earlier of the first anniversary of the applicable Closing Date for the affected Property or December 15, 2002 (the "Limitation Period"). Such termination as of the close of the Limitation Period shall apply to known as well as unknown breaches of such warranties or representations. Subject to subsection (b) below, Buyer's waiver and release set forth in Section 2.4 shall apply fully to liabilities under such representations and warranties not set forth in a Claim Notice as described below. Buyer specifically acknowledges that such termination of liability represents a material element of the consideration to Seller. (b) Any claim of Buyer based upon a breach of any representation or warranty or covenant or a claim under any indemnity contained in this Agreement or any representation, warranty, covenant or indemnity contained in any other document or instrument delivered by Seller to Buyer at Closing (collectively a "Breach") shall be expressed, if at all, in writing setting forth in reasonable detail the basis and character of the claim (a "Claim Notice"), and must be delivered to Seller prior to the expiration of the applicable Limitation Period. Notwithstanding the foregoing, Buyer's right to make and recover any claim pursuant to a Claim Notice shall be subject to the following: (i) with respect to a Breach of Seller's representations and warranties contained herein in this Agreement or a Breach under an indemnity contained in the Assignment of Intangibles or the Assignment of Leases (as such terms are defined in Section 6.1(a) below), Buyer shall survive the Closing not make any claim on account of such Breach unless and shall remain in full force and effect until the date that is 12 months from aggregate measure of such claims with respect to the Closing DateProperty exceeds $500,000, provided that in which event Buyer's claims shall be limited to an amount equal to the representations amount by which such aggregate claims exceed such $500,000 threshold and warranties (ii) Seller's aggregate liability for claims arising out of all Breaches (i.e., those described in clause (i) above as well as all other Breaches) shall not, in the aggregate, exceed $2,500,000.00 exclusive of the amounts of any insurance proceeds actually received by Seller which are to be applied to Breaches, and (iii) Buyer shall have no right to deliver a Claim Notice with respect to a Breach of a representation and warranty of Seller set forth in Section 3.1 (Corporate Organization), Section 3.2 (Authorization), Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency) and Section 3.15 (No Brokers) (the foregoing collectively the “Fundamental Representations”) shall survive the Closing and shall remain in full force and effect until the date that is 18 months from the Closing Date, and nothing contained herein shall limit or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or other agreements contained in this Agreement to be performed or complied with prior the extent that Buyer had knowledge of such Breach as of the Closing Date. Notwithstanding anything to the Closing contrary provided in this Agreement, in no event shall terminate Seller be liable to Buyer for any consequential or punitive damages based upon any breach of this Agreement, including breaches of representation or warranty. Subject to applicable principles of fraudulent conveyance, in no event shall Buyer seek satisfaction for any obligation from any shareholders, officers, directors, employees, agents, legal representatives, successors or assigns of such trustees or beneficiaries, nor shall any such person or entity have any personal liability for any such obligations of Seller. Provided, however, that the Closinglimitations set forth in this Section 4.4(b) shall not apply in the event of fraud. (c) Seller shall have a period of 30 days within which to cure a Breach for which a Claim Notice has been received, or, if such Breach cannot reasonably be cured within 30 days, an additional reasonable time period of up to an additional 60 days (for a total of 90 days), so long as such cure has been commenced within such 30 days and is at all times diligently pursued. All other covenants If the Breach is not cured after actual written notice and within such cure period, Buyer's sole remedy shall be an action at law for damages against Seller, which must be commenced with respect to a Breach of a representation or other agreements warranty contained in this Agreement or a Breach of a covenant contained in Section 4.2 hereof or a Breach of an indemnity obligation in Section 2.4(f) hereof, if at all, by a date which is the earlier of the first anniversary of the applicable Closing Date for the Property affected by the Breach or December 15, 2002. The existence or pendency of such cure rights shall not delay the Closing Date. The provisions of this Section 4.4 shall survive the Closing without limitation. Notwithstanding the foregoing or any provision herein to the contrary, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party prior to the expiration date termination of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved, (b) Seller shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any losses, liabilities, damages, claims or expenses under Section 7.1 (a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations until the aggregate amount exceeds $41,250, after which Seller shall be obligated for the full amount of the losses, liabilities, damages, claims or expenses, (c) the cumulative indemnification obligations of Seller under Section 7.1(a) shall in no event exceed, in aggregate, $825,000, and (d) the cumulative indemnification obligations of Seller under Section 7.1(a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations shall in no event exceed, in aggregate, $206,250this Agreement.

Survival; Limitations. Subject (a) Claims for indemnification pursuant to Section 7.01(a) or Section 7.02(a) shall only be valid to the limitations extent that such claims are made within a period of twenty-four (24) months from the Closing Date; provided, however, that claims for indemnification pursuant to Section 7.01(a) or Section 7.02(a) for any Loans that are not Seasoned Loans shall continue until the greater of (i) twenty-four (24) months from the Closing Date or (ii) until such time that such Loans become Seasoned Loans; and provided further, that claims for breaches of any representations and warranties set forth in Section 4.01, Section 4.02, Section 4.08, Section 5.01 or Section 5.02 which shall survive indefinitely or until the latest date permitted by law. (b) Notwithstanding any other provisions provision of this ARTICLE VII, in no event shall Seller be liable to indemnify the related Purchaser Indemnified Parties for Indemnity Losses arising under Section 7.01(a) (other than Indemnity Losses arising under Section 4.01, Section 4.02 or Section 4.08 or Indemnity Losses based upon actual fraud or intentional misrepresentation by Seller) (i) with respect to any breach of a representation or warranty relating to any individual Loan in Section 4.04, in excess of an amount calculated (unless Deemed Purchase Prices for the Loans are determined and updated as of Closing, as contemplated below) by multiplying the aggregate Purchase Price by the quotient of (A) the outstanding principal balance of such Loan as of the Closing Date, divided by (B) the outstanding principal balance of all Loans within the Portfolio as of the Closing Date or (ii) with respect to all Indemnity Losses, in the aggregate, in excess of an amount equal to fifty percent (50%) of the aggregate final Purchase Price. The parties agree to discuss in good faith with each other, during the period of twenty (20) Business Days from the date of this Agreement, the representations establishment of a methodology for determining a deemed purchase price of all the Loans within the Portfolio for purposes of fixing the maximum liability of Seller with respect to any particular individual Loan under clause (i) of the preceding sentence. If such a methodology is established and warranties contained herein deemed purchase prices for all the Loans within the Portfolio (“Deemed Purchase Prices”) are determined, then, within five (5) Business Days from the delivery of the Seller’s Determination pursuant to Section 1.04(c), the parties shall survive again, by applying the methodology in a consistent fashion to the relevant Closing Date data with respect to such Loans, determine the updated Deemed Purchase Prices for all Loans within the Portfolio, as purchased and shall remain in full force and effect until sold at the date Closing. In the event that such updated Deemed Purchase Prices are established as contemplated by the preceding sentence, then the maximum Indemnity Loss with respect to a particular individual Loan that is 12 months from established by clause (i) of the Closing Datefirst sentence of this subsection (b) shall be the Deemed Purchase Price, provided as so updated, of that Loan in lieu of the representations and warranties of Seller calculation set forth in such clause (i). (c) Notwithstanding any other provision of this ARTICLE VII, in no event shall Roosevelt be liable to indemnify the Seller Indemnified Parties for Indemnity Losses arising under Section 3.1 7.02(a) (Corporate Organization)other than Indemnity Losses arising under Section 5.01, Section 3.2 5.02 or Section 5.05 or Indemnity Losses based upon fraud or intentional misrepresentation by Roosevelt) in the aggregate, in excess of an amount equal to fifty percent (Authorization50%) of the aggregate Purchase Price, as adjusted pursuant to Section 1.04. (d) Notwithstanding anything to the contrary herein, for the avoidance of doubt, in the event that a Claimant is entitled to indemnification for an Indemnity Loss resulting from both a breach of a Seller representation or warranty set forth in ARTICLE IV and an Excluded Liability, such Indemnity Loss shall be treated as resulting from an Excluded Liability under Section 7.01(c); provided that under no circumstances shall Purchaser make a claim, and obtain recovery, pursuant to both Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency7.01(a) and Section 3.15 (No Brokers7.01(c) (the foregoing collectively the “Fundamental Representations”) shall survive the Closing and shall remain in full force and effect until the date that is 18 months from the Closing Date, and nothing contained herein shall limit or restrict with respect to any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or other agreements contained in this Agreement to be performed or complied with prior to the Closing shall terminate upon the Closing. All other covenants or other agreements contained in this Agreement shall survive the Closing without limitation. Notwithstanding the foregoing or any provision herein to the contrary, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved, (b) Seller shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any losses, liabilities, damages, claims or expenses under Section 7.1 (a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations until the aggregate amount exceeds $41,250, after which Seller shall be obligated for the full amount of the losses, liabilities, damages, claims or expenses, (c) the cumulative indemnification obligations of Seller under Section 7.1(a) shall in no event exceed, in aggregate, $825,000, and (d) the cumulative indemnification obligations of Seller under Section 7.1(a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations shall in no event exceed, in aggregate, $206,250Indemnity Loss.

Survival; Limitations. Subject (a) The representations and warranties of the parties contained in or made pursuant to this Agreement shall be deemed to have been made on the date hereof and on the Closing Date, shall survive the Closing Date and shall remain operative and in full force and effect for the period ending 18 months thereafter (the “Survival Period”); provided that if on or prior to the limitations expiration of the Survival Period, a notice of claim for indemnification shall have been given in accordance with Section 9.4 hereof, the indemnified party shall continue to have the right to be indemnified with respect to such indemnification claim until such claim for indemnification has been satisfied or otherwise resolved as provided in this Article IX; and other provisions of this Agreement, provided further that the representations and warranties contained herein in, Section 3.16 (‘Environmental Matters’), Section 3.19 (‘Taxes’) and Section 3.20 (‘Investment Representations’) shall survive until the expiration of the applicable statute of limitations period plus 90 days and the representations and warranties contained in Sections 3.2 (‘Authority Relative to the Agreement’), 3.21 (‘Brokers’), 4.2 (‘Authority Relative to the Agreement’) and 4.8 (‘Brokers’) and all covenants and agreements made by any party hereunder which are to be performed after the Closing Date shall survive without time limit, with the exception of Sections 9.2(a) and 9.3(a), which shall only remain operative and in full force and effect until as long as indemnification with respect to the date that is 12 months from underlying representation and warranty remains available in accordance with the Closing Date, provided that foregoing provisions of this Section 9.1(a) (including as extended pursuant to the representations first proviso hereof). (b) Except for any Loss and warranties of Seller set forth Expense (as defined in Section 3.1 9.2) suffered by Buyer based on the breach of any representation or warranty contained in Section 3.16 (Corporate Organization‘Environmental Matters’), Section 3.2 3.19 (Authorization), Section 3.4 (Ownership of Purchased Assets), Section 3.11 (‘Taxes), Section 3.14 (Insolvency’) and Section 3.15 3.20 (No Brokers‘Investment Representations’) or resulting from fraud or willful misconduct by Sellers or Xxxxxx Communications, Buyer and/or GateHouse Media shall not be entitled to indemnification under this Agreement for any indemnification claim under Section 9.2(a) until the aggregate Loss and Expense suffered by Buyer and/or GateHouse Media subject to indemnification under Section 9.2(a) of this Agreement exceeds $1,000,000 (the foregoing collectively “Threshold”). Once the “Fundamental Representations”Threshold has been reached, Buyer and/or GateHouse Media shall be entitled to full indemnification from Sellers pursuant to Section 9.2(a) shall survive below for the Closing aggregate amount of Loss and shall remain Expense suffered by Buyer and/or GateHouse Media, in full force and effect until excess of the date that is 18 months from the Closing Date, and nothing contained herein shall limit or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or other agreements contained in this Agreement to be performed or complied with prior to the Closing shall terminate upon the Closing. All other covenants or other agreements contained in this Agreement shall survive the Closing without limitationThreshold. Notwithstanding the foregoing or any provision herein to foregoing, the contrary, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party prior to the expiration date of the applicable survival period Threshold shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved, (b) Seller shall not be required apply to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party foradjustments under Section 1.6, any losses, liabilities, damages, claims Loss and Expense suffered by Buyer and GateHouse Media based on any breach of any representation or expenses under Section 7.1 (a) for any breaches of the representations or warranties warranty contained in , Section 3 other than Fundamental Representations until the aggregate amount exceeds $41,2503.16 (‘Environmental Matters’), after which Seller shall be obligated for the full amount of the losses, liabilities, damages, claims or expenses, (c) the cumulative indemnification obligations of Seller under Section 7.1(a) shall in no event exceed, in aggregate, $825,000, and (d) the cumulative indemnification obligations of Seller under Section 7.1(a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations shall in no event exceed, in aggregate, $206,250.Section

Survival; Limitations. Subject to the limitations and other provisions (a) All of this Agreement, the representations and warranties contained herein in this Agreement and the Transaction Documents shall survive the Closing and shall remain continue in full force and effect until for a period of eighteen (18) months (the date “18 Month Period”); provided, however, that is 12 months from the Statute of Limitations Representations and Purchaser Fundamental Representations shall survive for a period of thirty (30) days after the expiration of the applicable statute of limitations (giving effect to any tolling, waiver, mitigation or extension thereof). (b) All Pre-Closing Covenants shall survive for one (1) year after the Closing Date, provided that . All other covenants of the representations and warranties of Seller set forth in Section 3.1 parties (Corporate Organization), Section 3.2 (Authorization), Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency) and Section 3.15 (No Brokers) (the foregoing collectively the “Fundamental Representations”whether or not stated herein to expressly survive Closing) shall survive the Closing and shall remain for the period ‎provided in full force and effect accordance with their express terms, or in the absence of such express terms, until the date that earlier of ‎such performance is 18 months from the Closing Date, and nothing contained herein shall limit or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or other agreements contained in this Agreement to be fully performed or complied such obligations are fully satisfied or the expiration of the applicable statute of limitations with prior respect thereto. (c) No party shall have any Liability for indemnification Claims made under this Article XII with respect to any such representation, warranty, covenant or agreement unless a written notice of Claim (describing in ‎reasonable detail the Closing shall terminate upon claim, including an estimate of Losses attributable to such Claim if such are readily ascertainable as of the Closing. All other covenants or other agreements contained in this Agreement shall survive time of the Closing without limitation. Notwithstanding the foregoing or any provision herein to the contrary, (anotice) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party is provided prior to the expiration date of any applicable survival period for such representation, warranty, covenant or agreement provided in this Section 12.5. Notwithstanding anything to the contrary above, if an ‎Indemnified Party delivers written notice to a relevant Indemnifying Party for a ‎Claim for indemnification or recovery within the applicable survival period period, such Claim shall not thereafter be barred by ‎survive until satisfied, otherwise finally resolved or judicially resolved. For the expiration avoidance of such survival period and such claims ‎doubt, nothing in this Article XII shall survive until finally resolved, (b) Seller shall not be required to indemnify or hold harmless restrict any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any losses, liabilities, damages, claims or expenses under Section 7.1 (a) party from asserting a Claim for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations until the aggregate amount exceeds $41,250, after which Seller shall be obligated for the full amount of the losses, liabilities, damages, claims or expenses, (c) the cumulative indemnification obligations of Seller under Section 7.1(a) shall in no event exceed, in aggregate, $825,000, and (d) the cumulative indemnification obligations of Seller under Section 7.1(a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations shall in no event exceed, in aggregate, $206,250.Fraud.‎

Survival; Limitations. Subject (a) The representations and warranties of the parties contained in or made pursuant to this Agreement shall be deemed to have been made on the date hereof and on the Closing Date, shall survive the Closing Date and shall remain operative and in full force and effect for the period ending 18 months thereafter (the “Survival Period”); provided that if on or prior to the limitations expiration of the Survival Period, a notice of claim for indemnification shall have been given in accordance with Section 9.4 hereof, the indemnified party shall continue to have the right to be indemnified with respect to such indemnification claim until such claim for indemnification has been satisfied or otherwise resolved as provided in this Article IX; and other provisions of this Agreement, provided further that the representations and warranties contained herein in, Section 3.16 (‘Environmental Matters’) and Section 3.19 (‘Taxes’) shall survive until the expiration of the applicable statute of limitations period plus 90 days and the representations and warranties contained in Sections 3.2 (‘Authority Relative to the Agreement’), 3.21 (‘Brokers’), 4.2 (‘Authority Relative to the Agreement’) and 4.8 (‘Brokers’) and all covenants and agreements made by any party hereunder which are to be performed after the Closing Date shall survive without time limit, with the exception of Sections 9.2(a) and 9.3(a), which shall only remain operative and in full force and effect as long as indemnification with respect to the underlying representation and warranty remains available in accordance with the foregoing provisions of this Section 9.1(a) (including as extended pursuant to the first proviso hereof). (b) Except for any Loss and Expense (as defined in Section 9.2) suffered by Buyer based on the breach of any representation or warranty contained in Section 3.16 (‘Environmental Matters’) and Section 3.19 (‘Taxes’) or resulting from fraud or willful misconduct by Sellers or Xxxxxx Communications, Buyer and/or GateHouse Media shall not be entitled to indemnification under this Agreement for any indemnification claim under Section 9.2(a) until the date that is 12 months aggregate Loss and Expense suffered by Buyer and/or GateHouse Media subject to indemnification under Section 9.2(a) of this Agreement exceeds $1,000,000 (the “Threshold”). Once the Threshold has been reached, Buyer and/ 05799 Asset Purchase AgreementMorris Publishing Group 54 or GateHouse Media shall be entitled to full indemnification from Sellers pursuant to Section 9.2(a) below for the aggregate amount of Loss and Expense suffered by Buyer and/or GateHouse Media, in excess of the Threshold. Notwithstanding the foregoing, the Threshold shall not apply to any adjustments under Section 1.6, any Loss and Expense suffered by Buyer and GateHouse Media based on any breach of any representation or warranty contained in , Section 3.16 (‘Environmental Matters’) or Section 3.19 (‘Taxes’) or resulting from fraud or willful misconduct by Sellers or Xxxxxx Communications or to any indemnification claim related to covenants and agreements made by any party hereto which are to be performed after the Closing Date, . (c) Sellers’ and Xxxxxx Communication’s maximum aggregate liability to Buyer and GateHouse Media for indemnification claims under Section 9.2(a) of this Agreement with respect to any Loss and Expense shall be $12.0 million (the “Cap”); provided that the representations Cap shall not apply to any Loss and warranties Expense suffered by Buyer and GateHouse Media based on any breach of Seller any representation or warranty contained in Section 3.16 (‘Environmental Matters’) or Section 3.19 (‘Taxes’) or resulting from fraud or willful misconduct by Sellers or Xxxxxx Communications or any covenants and agreements made by any party hereto which are to be performed after the Closing Date. Except with regard to compensation for claims paid to third parties, no indemnifying party shall have any liability to an indemnified party for any punitive, indirect, incidental or consequential damages or loss including, without limitation, loss of revenue or loss of profits. (d) Except for equitable remedies (including, without limitation, injunctive relief) and in the absence of fraud, the parties hereto acknowledge and agree that the sole and exclusive remedy of the parties, as the case may be, from and after the Closing Date with respect to any Loss and Expense whatsoever and any and all claims for breach or liability under this Agreement or any of the transactions contemplated hereby shall be solely in accordance with, and limited by, the indemnification provisions set forth in Section 3.1 (Corporate Organization), Section 3.2 (Authorization), Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency) and Section 3.15 (No Brokers) (the foregoing collectively the “Fundamental Representations”) shall survive the Closing and shall remain in full force and effect until the date that is 18 months from the Closing Date, and nothing contained herein shall limit or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or other agreements contained in this Agreement to be performed or complied with prior to the Closing shall terminate upon the Closing. All other covenants or other agreements contained in this Agreement shall survive the Closing without limitation. Notwithstanding the foregoing or any provision herein to the contrary, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved, (b) Seller shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any losses, liabilities, damages, claims or expenses under Section 7.1 (a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations until the aggregate amount exceeds $41,250, after which Seller shall be obligated for the full amount of the losses, liabilities, damages, claims or expenses, (c) the cumulative indemnification obligations of Seller under Section 7.1(a) shall in no event exceed, in aggregate, $825,000, and (d) the cumulative indemnification obligations of Seller under Section 7.1(a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations shall in no event exceed, in aggregate, $206,250Agreement.

Survival; Limitations. (a) Subject to subsection (b) below, the parties agree that Transferors' warranties and representations contained in Sections 4.1 (a) and (b) of this Agreement shall survive Buyer's purchase of the Properties and the Closing Date for a period ending 180 calendar days following the Closing Date (the "Limitation Period"). Such termination as of the close of the Limitation Period shall apply to known as well as unknown breaches of such warranties or representations. Subject to subsection (b) below, Buyer's waiver and release set forth in Section 2.4 shall apply fully to liabilities under such representations and warranties. Buyer specifically acknowledges that such termination of liability represents a material element of the consideration to Transferors. (b) Any claim of Buyer based upon a breach of any representation or warranty or covenant or a claim under any indemnity contained in this Agreement or any representation, warranty, covenant or indemnity contained in any other document or instrument delivered by Transferors to Buyer at closing (collectively a "Breach") shall be expressed, if at all, in writing setting forth in reasonable detail the basis and character of the claim (a "Claim Notice"), and, in the case of a Breach of Transferors' representations and warranties contained in this Agreement or a Breach of a covenant contained in Section 4.2 hereof only, shall be delivered to Transferors prior to the expiration of the Limitation Period. Notwithstanding the foregoing, Buyer's right to make and recover any claim pursuant to a Claim Notice shall be subject to the following: (i) any matters identified by Buyer during the Confirmation Period which would represent both a breach of representation and result in a Material Adverse Matters Amount shall be treated solely as the latter and shall not be the subject of any claim for breach of representation under this Article IV, (ii) with respect to a Breach of Transferors' representations and warranties contained in this Agreement, or a Breach of a covenant contained in Section 4.2 hereof or a Breach under an indemnity contained in the Assignments of Intangibles or the Assignments of Leases (as such terms are defined in Section 6.1(a) below), Buyer shall not make any claim on account of such Breach unless and until (A) the aggregate measure of such claims with respect to a Property exceeds $200,000, and (B) the aggregate measure of such claims with respect to all of the Properties exceeds $375,000 (the "Threshold"), in which event Buyer's claim shall be limited to an amount equal to (x) the amount by which such aggregate exceeds the Threshold, plus (y) an amount equal to two-thirds of the Threshold, (iii) Transferors' aggregate liability for claims arising out of all Breaches (i.e., those described in clause (ii) above as well as all other Breaches) shall not, in the aggregate, exceed an amount equal to three percent (3%) of the aggregate Price for all of the Properties acquired by Buyer exclusive of the amounts of any insurance proceeds actually received by Transferors which are to be applied to Claims pursuant to Section 2.4(e), and (iv) Buyer shall have the right to deliver to Transferors Claim Notices with respect to any Breach discovered by Buyer prior to the Closing Date solely if such notice is delivered prior to the Closing Date. Notwithstanding the foregoing, with respect to a Claim Notice asserting a breach of the representation contained in Section 4.1(b)(vii), the following shall be substituted for the provisions of clause (ii) of this Section 4.4(b): (ii) Buyer shall not make any claim on account of a breach of the representation and warranty contained in Section 4.1(b)(vii) with respect to any Property unless and until the aggregate measure of such claims with respect to all Properties exceeds $50,000, and only to the extent that such aggregate exceeds $50,000. For purposes of this Section 4.4(b) (and without limiting the introductory paragraph of Section 4.1), a Breach shall be deemed to be discovered by Buyer prior to the Closing Date only to the extent that any of Davix Xxxxxx, Xxnixx Xxxxx, Xxsexx Xxxxx, Xxotx Xxxxxx, Xxhn Xxxxxx, Xxm Xxxxx xx Guy Xxxxxxxx xxx actual, subjective knowledge of the facts or circumstances giving rise to such breach of representation or warranty or Section 4.2 covenants. Following receipt of such a pre-closing Claim Notice with respect to which Buyer has the right to make and recover a claim as aforesaid, Transferors may elect, by written notice to Buyer given not later than the first to occur of the date that is ten (10) business days following the date of the Claim Notice or the Closing Date, to terminate this Agreement as to the Property to which such pre-closing Claim Notice relates and such Property shall be treated as a Deleted Property and Buyer shall not be entitled to any damages in connection therewith. If Transferors fail to elect to treat any Property which is the subject of a pre-closing Claim Notice as a Deleted Property, the closing as to such Property shall be conducted on the Closing Date. As to pre-closing Claim Notices with respect to which Transferors do not elect to treat the affected Property as a Deleted Property and as to all Claim Notices received by Transferors following the Closing Date as to which Buyer has the right to make and recover a claim as aforesaid, Buyer shall have the right after (but not before) the Closing Date to proceed against Transferors for actual monetary damages based upon such Claim Notice -- subject to the cure rights set forth in subparagraph (c) below and the limitations set forth above and other provisions in the remaining sentences of this subparagraph. Notwithstanding anything to the contrary provided in this Agreement, in no event shall Transferors be liable to Buyer for any consequential or punitive damages based upon any breach of this Agreement, including breaches of representation or warranty. Subject to applicable principles of fraudulent conveyance, in no event shall Buyer seek satisfaction for any obligation from any shareholders, officers, directors, employees, agents, legal representatives, successors or assigns of such trustees or beneficiaries, nor shall any such person or entity have any personal liability for any such obligations of any Transferors. (c) The Transferors who have committed a Breach for which a Claim Notice has been received shall have a period of 30 days within which to cure such breach, or, if such breach cannot reasonably be cured within 30 days, an additional reasonable time period of up to an additional 60 days, so long as such cure has been commenced within such 30 days and is at all times diligently pursued. If the representations Breach is not cured after actual written notice and warranties contained herein within such cure period, Buyer's sole remedy shall survive be an action at law for damages against the Closing and shall remain in full force and effect until the date that is 12 months from the Closing Datebreaching Transferor or Transferors, provided that the representations and warranties which must be commenced with respect to a Breach of Seller set forth in Section 3.1 (Corporate Organization), Section 3.2 (Authorization), Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency) and Section 3.15 (No Brokers) (the foregoing collectively the “Fundamental Representations”) shall survive the Closing and shall remain in full force and effect until the date that is 18 months from the Closing Date, and nothing contained herein shall limit a representation or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or other agreements warranty contained in this Agreement to be performed or complied with prior to the Closing shall terminate upon the Closing. All other covenants or other agreements a Breach of a covenant contained in this Agreement Section 4.2 hereof, if at all, within the Limitation Period; provided, however, that if within the Limitation Period Buyer gives a Claim Notice and the Transferors commence to cure and thereafter terminate such cure effort or fail in such cure effort, Buyer shall survive have an additional 30 days from the Closing without limitation. Notwithstanding the foregoing or any provision herein to the contrary, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party prior to the expiration date of written notice from the applicable survival period shall not thereafter be barred by Transferors of such termination or the expiration of such survival cure period and within which to commence an action at law for damages as a consequence of the failure to cure. The existence or pendency of such claims cure rights shall not delay the Closing Date as to a Property not designated as a Deleted Property. The provisions of this Section 4.4 shall survive until finally resolved, (b) Seller shall not be required to indemnify the closing or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any losses, liabilities, damages, claims or expenses under Section 7.1 (a) for any breaches termination of the representations or warranties contained in Section 3 other than Fundamental Representations until the aggregate amount exceeds $41,250, after which Seller shall be obligated for the full amount of the losses, liabilities, damages, claims or expenses, (c) the cumulative indemnification obligations of Seller under Section 7.1(a) shall in no event exceed, in aggregate, $825,000, and (d) the cumulative indemnification obligations of Seller under Section 7.1(a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations shall in no event exceed, in aggregate, $206,250this Agreement.

Survival; Limitations. Subject to (a) All of the limitations terms and other provisions conditions of this Agreement, together with the representations representations, warranties and warranties covenants contained herein or in any instrument or document delivered or to be delivered pursuant to this Agreement and the agreements of the parties to indemnify each other as set forth in this Article XI, shall survive the execution of this Agreement and the Closing Date for two (2) years from such date (the "Indemnification Period"), notwithstanding any investigation heretofore or hereafter made by or on behalf of any party hereto and shall remain in full force continue for, and effect until all claims with respect thereto shall be made prior to the date end of, the Indemnification Period; provided, however, that is 12 months from with respect to any income tax liability of the Company, Telephone or any of their Affiliates attributable to any activities or transactions occurring by any of them on or prior to the Closing Date, provided that the representations agreement of the Seller to indemnify Purchaser and warranties of Seller set forth in Section 3.1 (Corporate Organization), Section 3.2 (Authorization), Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency) and Section 3.15 (No Brokers) (the foregoing collectively the “Fundamental Representations”) its Affiliates shall survive the Closing and shall remain in full force and effect until the date that is 18 months from the Closing Dateuntil, and nothing contained herein all claims with respect thereto shall limit or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or other agreements contained be made prior to, the expiration of the applicable statute of limitations prescribed by Section 6501 of the IRC. (b) Notwithstanding anything in this Agreement to be performed or complied with prior to the Closing shall terminate upon the Closing. All other covenants or other agreements contained in this Agreement shall survive the Closing without limitation. Notwithstanding the foregoing or any provision herein to the contrary, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party prior to the expiration date each of the applicable survival period parties hereto shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved, (b) Seller shall not be required to indemnify or hold harmless any Buyer Indemnified Party againstone another pursuant to the provisions of this Article XI only to the extent that Claims indemnifiable by such party exceed Twenty-Five Thousand Dollars ($25,000) in the aggregate, or reimburse any Buyer Indemnified Party forand only with respect to such excess. Additionally, any losses, liabilities, damages, claims or expenses under Section 7.1 (a) for any breaches the liability of each of the representations or warranties parties hereto with respect to indemnity pursuant to any provision contained in Section 3 other than Fundamental Representations until this Article XI shall be limited to One Million Dollars ($1,000,000) in the aggregate amount exceeds $41,250and, after which Seller with respect to Seller's obligation, shall be obligated for satisfied only from the full amount of funds held in the losses, liabilities, damages, claims or expenses, (c) the cumulative indemnification obligations of Seller under Section 7.1(a) shall in no event exceed, in aggregate, $825,000, and (d) the cumulative indemnification obligations of Seller under Section 7.1(a) for any breaches of the representations or warranties contained Escrow Account described in Section 3 other than Fundamental Representations shall in no event exceed, in aggregate, $206,25011.

Survival; Limitations. Subject (a) The representations and warranties of the parties contained in or made pursuant to this Agreement shall be deemed to have been made on the date hereof and on the Closing Date, shall survive the Closing Date and shall remain operative and in full force and effect for the period ending twelve (12) months after the Closing Date (the “Survival Period”); provided that if on or prior to the limitations expiration of the Survival Period, a notice of claim for indemnification shall have been given in accordance with Section 9.4 hereof, the indemnified party shall continue to have the right to be indemnified with respect to such indemnification claim until such claim for indemnification has been satisfied or otherwise resolved as provided in this Article IX; and other provisions of this Agreement, provided further that the representations and warranties contained herein in Section 3.17 (‘Environmental Matters’) and 3.18 (‘Circulation’) shall survive until the expiration of the applicable statute of limitations period plus 90 days and the representations and warranties contained in Sections 3.2 (‘Sellers’ Authority’), 3.16 (‘Brokers’) and 4.2 (‘Buyer’s Authority’) and all covenants and agreements made by any party hereunder which are to be performed after the Closing Date shall survive without time limit, with the exception of Sections 9.2(a) and 9.3(a), which shall only remain operative and in full force and effect as long as indemnification with respect to the underlying representation and warranty remains available in accordance with the foregoing provisions of this Section 9.1(a) (including as extended pursuant to the first proviso hereof). (b) Except for any Loss and Expense suffered by Buyer based on the breach of any representation or warranty contained in Section 3.17 (‘Environmental’) and Section 3.18 (‘Circulation’), Buyer shall not be entitled to indemnification under this Agreement for any indemnification claim under Section 9.2(a) until the date that is 12 months aggregate Loss and Expense (as defined herein) suffered by Buyer subject to indemnification under Section 9.2(a) of this Agreement and/or Section 9.2(a) of the RNH Asset Purchase Agreement exceeds $500,000 (the “Threshold”). Once the Threshold has been reached, Buyer shall be entitled to indemnification from Gannett pursuant to Section 9.2(a) below for any additional Loss and Expense suffered by Buyer. Notwithstanding the foregoing, the Threshold shall not apply to any adjustments under Section 1.6, any Loss and Expense suffered by Buyer based on any breach of any representation or warranty contained in Section 3.17 (‘Environmental Matters’) or Section 3.18 (‘Circulation’), or to any indemnification claim related to covenants and agreements made by any party hereto which are to be performed after the Closing Date, . (c) Sellers’ maximum aggregate liability to Buyer for indemnification claims under Section 9.2(a) of this Agreement and/or Section 9.2(a) of the RNH Asset Purchase Agreement with respect to any Loss and Expense shall be $41 million (the “Cap”); provided that the representations Cap shall not apply to any Loss and warranties Expense suffered by Buyer based on any breach of Seller any representation or warranty contained in Section 3.17 (‘Environmental Matters’), Section 3.18 (‘Circulation’) or any covenants and agreements made by any party hereto which are to be performed after the Closing Date. Except with regard to compensation for claims paid to third parties, no indemnifying party shall have any liability to an indemnified party for any punitive, indirect, incidental or consequential damages or loss including, without limitation, loss of revenue or loss of profits. (d) Except for equitable remedies (including, without limitation, injunctive relief) and in the absence of fraud, the parties hereto acknowledge and agree that the sole and exclusive remedy of Buyer and Seller, as the case may be, from and after the Closing Date with respect to any Loss and Expense whatsoever and any and all claims for breach or liability under this Agreement or any of the transactions contemplated hereby shall be solely in accordance with, and limited by, the indemnification provisions set forth in Section 3.1 (Corporate Organization), Section 3.2 (Authorization), Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency) and Section 3.15 (No Brokers) (the foregoing collectively the “Fundamental Representations”) shall survive the Closing and shall remain in full force and effect until the date that is 18 months from the Closing Date, and nothing contained herein shall limit or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or other agreements contained in this Agreement to be performed or complied with prior to the Closing shall terminate upon the Closing. All other covenants or other agreements contained in this Agreement shall survive the Closing without limitation. Notwithstanding the foregoing or any provision herein to the contrary, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved, (b) Seller shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any losses, liabilities, damages, claims or expenses under Section 7.1 (a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations until the aggregate amount exceeds $41,250, after which Seller shall be obligated for the full amount of the losses, liabilities, damages, claims or expenses, (c) the cumulative indemnification obligations of Seller under Section 7.1(a) shall in no event exceed, in aggregate, $825,000, and (d) the cumulative indemnification obligations of Seller under Section 7.1(a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations shall in no event exceed, in aggregate, $206,250Article IX.

Survival; Limitations. Subject Notwithstanding anything else in this Agreement or any Additional Transfer Document or Ancillary Agreement to the limitations and other provisions of this Agreementcontrary: (i) Except as set forth in Section 9.14(C)(vi), the representations and warranties contained herein of the Seller and the Purchaser, respectively, under this Agreement and any Additional Transfer Document or Ancillary Agreement, and any indemnification obligations -56- arising therefrom, shall survive the Closing and shall remain expire and terminate on the date which is 18 months following the Closing Date; PROVIDED, HOWEVER, that the Sellers' representations and warranties in Section 3.1(B)(ii), and the Purchaser's representations and warranties in Section 4.1(B)(ii), shall expire and terminate upon the Closing. The covenants of the parties shall expire in accordance with their terms, and the indemnification obligations of the Purchaser or the Seller, respectively, on account of the Special Indemnification Obligations (as defined in Section 9.14(C)(ii), below) shall continue in full force and effect until the date that is 12 months from the following Closing Date, (provided that the representations time limit applicable to indemnification obligations relating to Section 3.1(N), the Sellers' Tax Payment Covenant, the Purchaser's Tax Payment Covenant and warranties Article IV of Seller the UK Business Transfer Agreement, as the case may be, shall be as set forth in Section 3.1 9.14(C)(vi)), in each case subject to the other limitations of this Section 9.14. (Corporate Organizationii) The Sellers shall not have any indemnification obligations under Section 9.14(A) or otherwise under this Agreement, and the Purchaser shall not have any indemnification obligations under Section 9.14(B) or otherwise under this Agreement: (a) except to the full extent that the Purchaser's Losses, or the Sellers' Losses, respectively, with respect to any individual claim or any related claims arising from the same or substantially similar factual circumstances, exceed $15,000 (a "MATERIAL CLAIM"), in which event such indemnification shall be required to the extent of such Purchaser's Losses or the Sellers' Losses, respectively, including such $15,000 amount (subject also to the limitations provided in succeeding clauses (b) and (c) of this Section 9.14(C)(ii)); (b) except to the extent that the Purchaser's Losses, or the Sellers' Losses, respectively, with respect to all such Material Claims in the aggregate exceed $500,000 (the "INDEMNIFICATION THRESHOLD"), in which event such indemnification shall be required only to the full extent of the Purchaser's Losses or the Sellers' Losses, respectively, in excess of the Indemnification Threshold (subject also to the preceding clause (a) and the succeeding clause (c) of this Section 9.14(C)(ii)); and (c) to the extent that the Purchaser's Losses in the aggregate, or the Sellers' Losses in the aggregate, respectively, exceed $15,000,000 (the "CAP"), in which event such indemnification shall be required only to the extent of the Purchaser's Losses or the Sellers' Losses, respectively, below the Cap (subject also to the preceding clauses (a) and (b) of this Section 9.14(C)(ii)); provided, however that neither the limitation to Material Claims set forth in clause (a), above, nor the Basket nor the Cap, shall apply to: (1) the Seller's indemnification obligations with respect to the Dorset Environmental Matter pursuant to Section 9.14(A)(2); (2) the Sellers' Consent Indemnification, if applicable under Section 6.4; (3) the Sellers' indemnification obligations with respect to the Keystone Plans pursuant to Section 9.14(A)(3); (4) the Sellers' indemnification obligations pursuant to Section 9.14(A)(4), Section 3.2 9.14(A)(5) and Section 9.14(A)(6); (Authorization5) the Sellers' indemnification obligations with respect to its covenants or agreements in Section 5.2(P) and Section 5.4(B), (6) the Sellers' indemnification obligations with respect to its covenants or agreements in Section 5.6(E), Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency5.6(F) and Section 3.15 5.6(G); (No Brokers7) the Purchaser's indemnification obligations with respect to the Purchaser Payment Indemnification pursuant to Section 9.14(B)(2) (8) the foregoing collectively the “Fundamental Representations”) shall survive the Closing and shall remain in full force and effect until the date that is 18 months from the Closing Date, and nothing contained herein shall limit or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection Purchaser's indemnification obligations with any action or claim based upon fraud. All covenants or other agreements contained in this Agreement to be performed or complied with prior respect to the Closing shall terminate upon the Closing. All other covenants or other agreements contained in this Agreement shall survive the Closing without limitation. Notwithstanding the foregoing or any provision herein Purchaser Employment Indemnification pursuant to the contrary, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved, (b) Seller shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any losses, liabilities, damages, claims or expenses under Section 7.1 (a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations until the aggregate amount exceeds $41,250, after which Seller shall be obligated for the full amount of the losses, liabilities, damages, claims or expenses, (c) the cumulative indemnification obligations of Seller under Section 7.1(a) shall in no event exceed, in aggregate, $825,000, and (d) the cumulative indemnification obligations of Seller under Section 7.1(a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations shall in no event exceed, in aggregate, $206,250.9.14(B)(3);

Survival; Limitations. Subject All of the representations and warranties of the Shareholders and Buyer contained in ARTICLE IV and ARTICLE V, respectively, will survive the Closing hereunder and continue in full force and effect for a period of twenty-four (24) months thereafter, except that the Fundamental Representations will not expire until the applicable statute of limitations with respect thereto. Any Claims Notice with respect to any claim for indemnification based on the representations and warranties in this Agreement must identify the particular representation and warranty that is claimed to have been breached, together with the underlying facts and Covered Losses relating thereto, in each case, to the limitations extent known, and must be given by the Indemnified Party to the Indemnifying Party prior to the expiration of the survival period for such representation and warranty as set forth in the preceding sentence. Any such Claims Notice given prior to such date may continue to be asserted and shall continue to be indemnified against thereafter. Any claim for indemnification hereunder that is not properly asserted as provided herein may not be pursued and is hereby irrevocably waived upon and after the expiration of the applicable period of survival. Indemnification obligations hereunder that are not in respect of representations and warranties shall survive the Closing indefinitely. The representations and warranties of the parties shall not be affected or deemed waived by reason of any investigation made by or on behalf of any other provisions party or its representatives or by reason of this Agreement, the fact that such other party or any of its representatives knew or should have known that any such representation or warranty is or might be inaccurate or incorrect in any respect. For all purposes of (i) determining whether there has been any misrepresentation of or inaccuracy in the representations and warranties contained herein shall survive the Closing and shall remain in full force and effect until the date that is 12 months from the Closing Date, provided that this Agreement (other than the representations and warranties of Seller set forth in Section 3.1 (Corporate OrganizationSections 4.6(c), Section 3.2 4.7 (Authorizationfirst sentence), Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency4.8(p) and Section 3.15 4.19(a)) and (No Brokersii) (the foregoing collectively the “Fundamental Representations”) shall survive the Closing and shall remain in full force and effect until the date that is 18 months from the Closing Date, and nothing contained herein shall limit or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or other agreements contained in this Agreement to be performed or complied with prior to the Closing shall terminate upon the Closing. All other covenants or other agreements contained in this Agreement shall survive the Closing without limitation. Notwithstanding the foregoing or any provision herein to the contrary, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved, (b) Seller shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party forcalculating Covered Losses hereunder, any losses, liabilities, damages, claims “material,” “materiality,” “Material Adverse Effect” or expenses under Section 7.1 (a) for any breaches of the similar qualification in such representations or and warranties contained in Section 3 other than Fundamental Representations until the aggregate amount exceeds $41,250, after which Seller shall be obligated for the full amount of the losses, liabilities, damages, claims or expenses, (c) the cumulative indemnification obligations of Seller under Section 7.1(a) shall in no event exceed, in aggregate, $825,000, and (d) the cumulative indemnification obligations of Seller under Section 7.1(a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations shall in no event exceed, in aggregate, $206,250disregarded.

Survival; Limitations. Subject (a) The representations and warranties of the parties contained in or made pursuant to this Agreement shall be deemed to have been made on the date hereof and on the Closing Date, shall survive the Closing Date and shall remain operative and in full force and effect for the period ending twelve (12) months after the Closing Date (the “Survival Period”); provided that if on or prior to the limitations expiration of the Survival Period, a notice of claim for indemnification shall have been given in accordance with Section 9.4 hereof, the indemnified party shall continue to have the right to be indemnified with respect to such indemnification claim until such claim for indemnification has been satisfied or otherwise resolved as provided in this Article IX; and other provisions of this Agreement, provided further that the representations and warranties contained herein in Section 3.17 (‘Environmental Matters’) and 3.18 (‘Circulation’) shall survive until the expiration of the applicable statute of limitations period plus 90 days and the representations and warranties contained in Sections 3.2 (‘Sellers’ Authority’), 3.16 (‘Brokers’) and 4.2 (‘Buyer’s Authority’) and all covenants and agreements made by any party hereunder which are to be performed after the Closing Date shall survive without time limit, with the exception of Sections 9.2(a) and 9.3(a), which shall only remain operative and in full force and effect as long as indemnification with respect to the underlying representation and warranty remains available in accordance with the foregoing provisions of this Section 9.1(a) (including as extended pursuant to the first proviso hereof). (b) Except for any Loss and Expense suffered by Buyer based on the breach of any representation or warranty contained in Section 3.17 (‘Environmental’) and Section 3.18 (‘Circulation’), Buyer shall not be entitled to indemnification under this Agreement for any indemnification claim under Section 9.2(a) until the date that is 12 months aggregate Loss and Expense (as defined herein) suffered by Buyer subject to indemnification under Section 9.2(a) of this Agreement and/or Section 9.2(a) of the Utica Asset Purchase Agreement exceeds $500,000 (the “Threshold”). Once the Threshold has been reached, Buyer shall be entitled to indemnification from the Gannett Parties pursuant to Section 9.2(a) below for any additional Loss and Expense suffered by Buyer. Notwithstanding the foregoing, the Threshold shall not apply to any adjustments under Section 1.6, any Loss and Expense suffered by Buyer based on any breach of any representation or warranty contained in Section 3.17 (‘Environmental Matters’) or Section 3.18 (‘Circulation’), or to any indemnification claim related to covenants and agreements made by any party hereto which are to be performed after the Closing Date, . (c) Sellers’ maximum aggregate liability to Buyer for indemnification claims under Section 9.2(a) of this Agreement and/or Section 9.2(a) of the Utica Asset Purchase Agreement with respect to any Loss and Expense shall be $41 million (the “Cap”); provided that the representations Cap shall not apply to any Loss and warranties Expense suffered by Buyer based on any breach of Seller set forth any representation or warranty contained in Section 3.1 3.17 (Corporate Organization‘Environmental Matters’), Section 3.2 3.18 (Authorization), Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency‘Circulation’) or any covenants and Section 3.15 (No Brokers) (the foregoing collectively the “Fundamental Representations”) shall survive the Closing and shall remain in full force and effect until the date that is 18 months from agreements made by any party hereto which are to be performed after the Closing Date. Except with regard to compensation for claims paid to third parties, and nothing contained herein no indemnifying party shall limit have any liability to an indemnified party for any punitive, indirect, incidental or restrict consequential damages or loss including, without limitation, loss of revenue or loss of profits. (d) Notwithstanding any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or other agreements contained in provision of this Agreement to be performed or complied with prior to the Closing shall terminate upon the Closing. All other covenants or other agreements contained in this Agreement shall survive the Closing without limitation. Notwithstanding the foregoing or any provision herein to the contrary, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party prior Sellers shall have no obligation to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolveddefend, (b) Seller shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any losses, liabilities, damages, claims or expenses under Section 7.1 (a) for any breaches Loss and Expense related to or arising out of any Environmental Law with regard to Item 9 of Schedule 3.17 (and any required remediation relating thereto) to the extent GANSAT is prevented from completing its obligations under the Site Access Agreement due to Buyer’s breach of or failure to comply with the terms of the representations Site Access Agreement. (e) Except for equitable remedies (including, without limitation, injunctive relief) and in the absence of fraud, the parties hereto acknowledge and agree that the sole and exclusive remedy of Buyer and Seller, as the case may be, from and after the Closing Date with respect to any Loss and Expense whatsoever and any and all claims for breach or warranties contained in Section 3 other than Fundamental Representations until liability under this Agreement or any of the aggregate amount exceeds $41,250, after which Seller transactions contemplated hereby shall be obligated for the full amount of the losses, liabilities, damages, claims or expenses, (c) the cumulative indemnification obligations of Seller under Section 7.1(a) shall solely in no event exceed, in aggregate, $825,000accordance with, and (d) limited by, the cumulative indemnification obligations of Seller under Section 7.1(a) for any breaches of the representations or warranties contained provisions set forth in Section 3 other than Fundamental Representations shall in no event exceed, in aggregate, $206,250this Article IX.

Survival; Limitations. Subject to Notwithstanding (a) the limitations and other provisions making of this Agreement, the representations and warranties contained herein shall survive the Closing and shall remain in full force and effect until the date that is 12 months from the Closing Date, provided that the representations and warranties of Seller set forth in Section 3.1 (Corporate Organization), Section 3.2 (Authorization), Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency) and Section 3.15 (No Brokers) (the foregoing collectively the “Fundamental Representations”) shall survive the Closing and shall remain in full force and effect until the date that is 18 months from the Closing Date, and nothing contained herein shall limit or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or other agreements contained in this Agreement to be performed or complied with prior to the Closing shall terminate upon the Closing. All other covenants or other agreements contained in this Agreement shall survive the Closing without limitation. Notwithstanding the foregoing or any provision herein to the contrary, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved, (b) Seller shall not be required to indemnify any examination made by or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any losses, liabilities, damages, claims or expenses under Section 7.1 (a) for any breaches on behalf of the representations or warranties contained in Section 3 other than Fundamental Representations until the aggregate amount exceeds $41,250, after which Seller shall be obligated for the full amount of the losses, liabilities, damages, claims or expensesParties hereto, (c) the cumulative indemnification obligations of Seller under Section 7.1(a) shall in no event exceed, in aggregate, $825,000Closing hereunder, and (d) the cumulative indemnification obligations subsequent dissolution or liquidation of Seller any of the Parties to this Agreement, the respective representations, warranties, covenants, agreements and indemnities of the Parties contained herein or in any Schedule, Exhibit, certificate or other document delivered pursuant hereto or in connection herewith shall survive for the following periods (as applicable, the “Survival Periods”): (i) the representations and warranties made in Sections 6.1 and 7.1, shall survive until expiration of the applicable statute of limitations for the underlying cause of action;(ii) the covenants and agreements required to be performed under Sections 9.1(c) and 9.1(g), shall survive for a period of two (2) years after the Closing Date; (iii) the covenants and agreements under Section 7.1(a9.2, which shall survive for a period of five (5) years after the Closing Date; (iv) the covenants and agreements under Section 9.1(a)(i), which shall survive for any breaches a period of ten (10) years after the Closing Date; and (v) all representations, warranties, covenants, agreements and indemnities of the Parties that are not otherwise identified in clauses (i) through (iv) above (collectively, the “General Covenants”) shall survive for a period of eighteen (18) months after the Closing Date. Subject to the limitations set forth in Sections 6.20 and 14.15, if Purchaser determines that Seller has defaulted on, or breached or violated any of its covenants, representations or warranties contained in Section 3 this Agreement or otherwise defaulted in its obligations under this Agreement in any manner and such default is not cured within ten (10) business days following written notice from Purchaser, then Purchaser shall have the right to pursue an action against Seller for the actual damages (excluding consequential, speculative and punitive damages) incurred by Purchaser. Any action that is not brought by a party prior to the conclusion of the applicable Survival Period shall thereafter be barred; provided that if a party delivers to the other than Fundamental Representations party prior to the conclusion of the applicable Survival Period a written notice (i) stating its intention to file a legal action against the other party, and (ii) setting forth in reasonable detail the grounds for such legal action, then such party shall have an additional thirty (30) calendar days following the conclusion of the applicable Survival Period in no event exceedwhich to file, and serve upon the other party, the complaint in aggregate, $206,250such legal action.

Survival; Limitations. (a) Subject to the limitations ‎Section 13.3(b) and ‎Section 13.3(c): (i) Non-Fundamental Representations (other provisions of this Agreement, than the representations and warranties contained set forth in ‎Section 5.10 and Section 5.39(j)) of each Seller and/or Company set forth herein and in the other Transaction Documents (including the corresponding representations and warranties given in the Closing Certificate) and the indemnity in ‎Section 13.2(g) shall survive Closing and terminate on the Final Holdback Release Date; (ii) the representations and warranties set forth in ‎Section 5.10 and Section 5.39(j) (including the corresponding representations and warranties given in the Closing Certificate) shall survive Closing and terminate on the date that is thirty (30) days after the expiration of the statutes of limitations applicable to such matters; (iii) Fundamental Representations of each Seller and/or Company set forth herein and in the other Transaction Documents (including the corresponding representations and warranties given in the Closing Certificate) shall survive Closing and terminate on the date that is thirty (30) days after the expiration of the statutes of limitations applicable to such matters; (iv) the covenants and agreements of each Party to be performed on or prior to Closing shall survive Closing and terminate on the date that is twelve (12) months after the Closing Date; (v) the covenants and agreements of each Seller or Purchaser to be performed after Closing shall survive the Closing and terminate when fully performed (other than (A) in the case of the Sellers’ Representative, the covenants in ‎Section 13.2, or (B) in the case of Purchaser, (y) the covenants in ‎Section 13.1, in each case, which shall remain terminate on the date the applicable representations, warranties and covenants that is subject to indemnification thereunder and (z) the covenants in full force Section 13.1(f) shall survive Closing and effect until terminate on the date that is 12 thirty (30) days after the expiration of the statutes of limitations applicable to such matters); (vi) the indemnity in ‎Section 13.2(f) with respect to the Specified Liabilities set forth in subparts ‎(a), (b) and (e) of the definition of “Specified Liabilities” shall survive Closing and terminate on the Final Holdback Release Date; (vii) the indemnity in Section 13.2(f) with respect to the Specified Liabilities set forth in subparts (f), ‎(g) and (h) of the definition of “Specified Liabilities” shall survive Closing and terminate on the date that is thirty (30) days after the expiration of the statutes of limitations applicable to such matters; (viii) the indemnity in Section 13.2(f) with respect to the Specified Liabilities set forth in subparts ‎(c), (d) and (i) of the definition of “Specified Liabilities” shall survive Closing and terminate on the date that is thirty-six (36) months from after the Closing Date, provided that ; (ix) the representations and warranties of Seller indemnity in Section 13.2(f) with respect to the Specified Liabilities set forth in subpart (j) of the definition of “Specified Liabilities” shall survive Closing and terminate on the date that is thirty (30) days after the expiration of the statutes of limitations applicable to such matters; (x) the indemnity in Section 3.1 13.2(h) as to the Specified Matters shall survive Closing and terminate on the date that is thirty (Corporate Organization), Section 3.2 30) days after the expiration of the statutes of limitations applicable to such matters; (Authorization), Section 3.4 (Ownership xi) the other indemnification or reimbursement rights of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency) and Section 3.15 (No Brokers) (the foregoing collectively the “Fundamental Representations”) Purchaser Group in ‎Section 13.2 shall survive the Closing and terminate on the termination date of each respective representation, warranty, covenant, or agreement of any Seller or Company, as applicable, that is subject to indemnification thereunder; and (xii) the representations, and warranties of Purchaser set forth in this Agreement and the Purchaser Party Certificate shall remain in full force survive Closing and effect until terminate on the date that is 18 months from thirty (30) days after the Closing Dateexpiration of the statutes of limitations applicable to such matters; provided, and nothing contained herein however, there shall limit be no expiration or restrict termination of any Buyer Indemnified Party’s or Seller Indemnified Party’s right bona fide claim validly asserted pursuant to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or other agreements contained in a valid Claim Notice pursuant to this Agreement with respect to be performed such a representation, warranty, covenant, or complied with prior to the Closing shall terminate upon the Closing. All other covenants or other agreements contained in this Agreement shall survive the Closing without limitation. Notwithstanding the foregoing or any provision herein to the contrary, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party agreement prior to the expiration or termination date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved, thereof. (b) Seller shall not As a condition to making any claims for indemnification, defense, or to be held harmless under this ‎Article 13, the Party seeking indemnification must deliver to the Other Party a valid Claim Notice pursuant to this Agreement prior to the expiration or termination date of the applicable survival period (if any) thereof or the date it is otherwise required to indemnify be delivered hereunder. All rights of each member of the Purchaser Group or hold harmless the Seller Group to indemnification and/or reimbursement under ‎Section 13.2 or ‎Section 13.1, respectively, shall survive Closing and terminate and expire on the earlier to occur of (i) the termination date of each respective representation, warranty, covenant or agreement, as applicable, for which any Buyer Indemnified Party againstmember of the Purchaser Group or the Seller Group is entitled to indemnification or reimbursement hereunder, except in each case as to matters for which a specific written Claim Notice has been validly delivered to the Other Party, as applicable, on or reimburse before the earlier of such termination date or the date otherwise required to be delivered hereunder or (ii) the date the Purchaser Group or the Seller Group has received indemnification and/or reimbursement from the Other Party, as applicable, in an aggregate amount equal to the Applicable Indemnity Cap. (c) Subject to ‎Section 14.11 and ‎Section 13.3(c)(iii), and notwithstanding anything to the contrary contained elsewhere in this Agreement after Closing: (i) neither Purchaser nor any Buyer Indemnified Party formember of the Purchaser Group shall be entitled to indemnity or reimbursement: (A) for Damages relating to or arising out of any individual event, any losses, liabilities, damages, claims matter or expenses underoccurrence that members of the Purchaser Group are entitled to indemnity pursuant to ‎Section 13.2(c) with respect to breaches of Non-Fundamental Representations or ‎Section 13.2(d) with respect to breaches of Non-Fundamental Representations (other than the representations and warranties set forth in ‎Section 5.10 and Section 5.39(j)) unless and until the amount of such Damages exceeds the Individual Threshold (it being agreed that the Individual Threshold represents a threshold and not a deductible); Section 7.1 (aB) for any Damages that Purchaser Group is entitled to indemnity and reimbursement under ‎Section 13.2(c) with respect to breaches of Non-Fundamental Representations or ‎Section 13.2(d) with respect to breaches of Non-Fundamental Representations (other than the representations or and warranties contained set forth in ‎Section 5.10 and Section 3 other than Fundamental Representations until 5.39(j)) unless the aggregate amount of all such Damages for which Sellers would be responsible thereunder exceeds $41,250, after which Seller shall be obligated for the full amount two percent (2%) of the lossesUnadjusted Purchase Price (and then only to the extent such Damages exceed two percent (2%) of the Unadjusted Purchase Price); (C) for aggregate Damages that Purchaser Group is entitled to indemnity and reimbursement under ‎Section 13.2 in excess of the Holdback Amount (such amount, liabilitiesthe “Non-Specified Liabilities Damage Cap”); provided, damageshowever, claims or expenses, (c) the cumulative indemnification obligations of Seller under Section 7.1(a) shall in no event exceedshall the limitation set forth in this ‎Section 13.3(c)(i)(C) apply to any Damages with respect to any breaches of any Fundamental Representations of any Seller or Company, breaches of representations and warranties of any Seller or Company set forth in aggregate‎Section 5.10 or Section 5.39(j) or any indemnity obligations under ‎Section 13.2(a), $825,000‎Section 13.2(b), ‎Section 13.2(e), ‎Section 13.2(f) or Section 13.2(h); and (D) under this Agreement or any other Transaction Document for aggregate Damages in excess of the Adjusted Purchase Price (such amount, the “Overall Indemnity Cap”). (ii) Subject to ‎Article 12 and ‎Section 14.11, the aggregate liability of Purchaser (and Company after Closing) under this Agreement shall not exceed the Adjusted Purchase Price. (iii) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement will limit the liability of a Party for Fraud. (iv) The liability of Sellers’ Representative under ‎Section 13.2(e) shall be subject to the limitations set forth in ‎Section 3.2(j). (d) Each Seller, Company and Purchaser each acknowledge and agree that except as expressly set forth in ‎Article 12 or under ‎Section 14.16, (i) the cumulative indemnification obligations payment of money, as limited by the terms of this Agreement, shall be adequate compensation for the breach of any representation, warranty, covenant or agreement contained herein or for any other claim arising in connection with or with respect to the transactions contemplated by this Agreement and (ii) Purchaser, Company and each Seller hereby waive any and all rights to rescind, reform, cancel, terminate, revoke or void this Agreement or any of the transactions contemplated hereby; provided, however, each Party shall have the non-exclusive right to specific performance under Section 7.1(a‎Section 14.16 and other equitable remedies available at law or equity (including injunctive relief) for any breaches the breach or failure of the representations or warranties contained in Section 3 other than Fundamental Representations shall in no event exceed, in aggregate, $206,250Other Party to perform its obligations hereunder required to be performed after Closing.

Survival; Limitations. Subject (a) The period during which a claim for indemnification may be asserted hereunder (the “Claims Period”) with respect to: (i) any of Sections 5.2 (Authorization), 5.6 (Tax Matters), 5.13 (Employee and Benefits Matters), 5.16 (Related Party Transactions; No Improper Payments) or 5.19 (Solvency), any Parent Stockholder Claim or fraud shall begin on the Effective Date and shall terminate thirty (30) days after the expiration of the statute of limitations applicable thereto; and (ii) all matters other than those specified in the preceding clause (i) shall begin on the Effective Date and shall terminate on the first (1st) anniversary of the Effective Date. (b) Notwithstanding the foregoing, if, prior to the limitations close of business on the last day of the Claims Period, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and other provisions such claim shall not have been finally resolved or disposed of this Agreementat such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof. All representations and warranties contained herein shall survive the Closing and shall remain in full force and effect until the date that is 12 months from last day of the Closing Date, provided that Claims Period applicable thereto or until all unresolved claims relating thereto have been finally resolved or disposed of. (c) Except for claims for breaches of the representations and warranties of Seller set forth contained in Section 3.1 (Corporate Organization), Section 3.2 Sections 5.2 (Authorization), Section 3.4 5.6 (Ownership of Purchased AssetsTax Matters), Section 3.11 5.13 (TaxesEmployee and Benefits Matters), 5.16 (Related Party Transactions; No Improper Payments) or 5.19 (Solvency), or for claims for Parent Stockholder Claims or for fraud, no Indemnifying Party shall have indemnification obligation under Section 3.14 8.1(a) or Section 8.2(b), as applicable, unless and until the aggregate amount of the Damages for which an Indemnified Party has asserted indemnification claims exceeds Forty-Five Thousand Dollars (Insolvency) and Section 3.15 (No Brokers$45,000) (the foregoing collectively “Basket Amount”), whereupon such Indemnifying Party shall be liable to indemnify the “Fundamental Representations”) shall survive the Closing and shall remain in full force and effect until the date that is 18 months from the Closing Date, and nothing contained herein shall limit or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or other agreements contained in this Agreement to be performed or complied with prior to the Closing shall terminate upon the Closing. All other covenants or other agreements contained in this Agreement shall survive the Closing without limitation. Notwithstanding the foregoing or any provision herein to the contrary, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Party for all Damages indemnifiable pursuant to Section 8.1(a) or Seller Indemnified Party prior to the expiration date Section 8.2(b), as applicable, in excess of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such Basket Amount. (d) Except for claims shall survive until finally resolved, (b) Seller shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any losses, liabilities, damages, claims or expenses under Section 7.1 (a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations until Sections 5.2 (Authorization), 5.6 (Tax Matters), 5.13 (Employee and Benefits Matters), 5.16 (Related Party Transactions; No Improper Payments) or 5.19 (Solvency), or for claims for Parent Stockholder Claims or for fraud, the aggregate amount exceeds $41,250, after of all Damages for which Seller an Indemnifying Party shall be obligated for liable under Section 8.1(a) or Section 8.2(b), as applicable, shall not exceed Nine Hundred Thousand Dollars ($900,000). (e) The right to indemnification, payment of Damages or other remedy afforded to the full amount Buyer based on such representations, warranties, covenants and obligations will not be affected by any investigation or due diligence conducted by the Buyer with respect to, or any knowledge acquired, or capable of being acquired at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of, or compliance with, any such representation, warranty, covenant, or obligation. Furthermore, no information or knowledge obtained in any investigation or due diligence pursuant this Agreement shall affect or be deemed to modify any representation or warranty contained herein or in the conditions to the obligations of the losses, liabilities, damages, claims or expenses, (c) parties to consummate the cumulative indemnification obligations of Seller under Section 7.1(a) shall in no event exceed, in aggregate, $825,000, and (d) the cumulative indemnification obligations of Seller under Section 7.1(a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations shall in no event exceed, in aggregate, $206,250transactions described herein.

Survival; Limitations. Subject to the limitations and other provisions of this Agreement, the The representations and warranties contained herein shall survive the Closing and shall remain in full force and effect until the date that is 12 months from the Closing Date, provided that the representations and warranties of Seller set forth in Section 3.1 (Corporate Organization), Section 3.2 (Authorization), Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency) and Section 3.15 (No Brokers) (the foregoing collectively the “Fundamental Representations”) shall survive the Closing and shall remain in full force and effect until the date that is 18 months from the Closing Date, and nothing contained herein shall limit or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or other agreements contained in this Agreement to be performed or complied with prior to the Closing shall terminate upon the Closing. All other covenants or other agreements contained in this Agreement shall survive for, and claims for indemnification shall only be valid to the extent that such claims are made within a period of, twenty-four (24) months from the Closing without Date; provided, however, that there shall be no time period limitation, and no limitation under the following provisions of this Section, with respect to claims for indemnification arising out of (i) Seller’s failure to have in effect a California Finance Lenders License with respect to any California originated Leases and Loans included in the Portfolio or (ii) Section 7.01(d)(ii). Notwithstanding any other provision of this Article VII (other than the foregoing proviso in the first sentence of this Section 7.07), in no event shall Seller be liable to indemnify the Purchaser Indemnified Parties for Indemnity Losses arising under Section 7.01(a) (other than Indemnity Losses arising under Section 4.01 or Section 4.02 or Indemnity Losses based upon the actual fraud of Seller) (i) with respect to any provision herein breach of a representation or warranty relating to any individual Loan or Lease, in excess of an amount calculated by multiplying the contraryamount of the Closing Cash Payment, as finally determined pursuant to Section 1.04, by (ax) any in the case of a breach of a representation or warranty relating to a Loan, the quotient of (A) the outstanding principal balance of such Loan as of the Closing Date, divided by (B) the outstanding principal balance of all Loans as of the Closing Date or (y) in the case of a breach of a representation or warranty relating to a Lease, the quotient of (A) the outstanding remaining rental payments of such Lease as of the Closing Date, divided by (B) the outstanding remaining rental payments of all Leases as of the Closing Date. With respect to all Indemnity Losses (other than those referenced in the parenthetical of the second sentence of this Section and as to which no limit in amount shall apply), in no event shall Seller be liable to indemnify the Purchaser Indemnified Parties for Indemnity Losses arising under Section 7.01(a) for claims asserted which an Indemnification Notice is received by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party prior to the expiration one year anniversary date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved, (b) Seller shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any losses, liabilities, damages, claims or expenses under Section 7.1 (a) for any breaches Closing in excess of the representations or warranties contained in Section 3 Closing Cash Payment. With respect to Indemnity Losses (other than Fundamental Representations until those referenced in the aggregate amount exceeds $41,250, after which Seller shall be obligated for the full amount parenthetical of the lossessecond sentence of this Section and as to which no limit in amount shall apply) which relate to an Indemnification Notice which was delivered after the one year anniversary of this Agreement and prior to the second anniversary of the Closing Date, liabilities, damages, claims or expenses, (c) the cumulative indemnification obligations of Seller under Section 7.1(a) shall in no event exceed, shall Seller be liable to indemnify the Purchaser Indemnified Parties for Indemnity Losses in aggregate, $825,000, and excess of twenty-five percent (d25%) the cumulative indemnification obligations of Seller under Section 7.1(a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations shall in no event exceed, in aggregate, $206,250Closing Cash Payment.

Survival; Limitations. Subject to the limitations and other provisions of this Agreement, (a) The Parties hereto agree that (i) the representations and warranties contained herein in Sections 3A.1(a), 3A.2, 3.1, 3.2(a), 3.3, 3.11, 3.12, 3.26, 4.1 and 4.2(a) shall survive for the Closing applicable statutes of limitation with respect to the subject matter thereof, and (ii) all other representations and warranties shall remain in full force and effect until the date that is 12 months from survive for one (1) year following the Closing Date, provided that . Any claim with respect to a breach of representations and warranties must be made in a writing to the Indemnifying Party within the survival period specified for such representations and warranties. (b) The obligation of Sellers to indemnify the Seller Indemnified Persons for Damages pursuant to Section 10.1 hereof arising from a breach of the representations and warranties of Seller set forth described in Section 3.1 10.5(a)(i) or from fraud shall not exceed in the aggregate the Purchase Price. The obligation of Sellers to indemnify the Seller Indemnified Persons for Damages pursuant to Section 10.1 hereof arising from a breach of representations and warranties described in Section 10.5(a)(ii) shall not exceed in the aggregate One Million Dollars (Corporate Organization$1,000,000). Notwithstanding the foregoing, Section 3.2 Sellers shall have no obligation to indemnify the Seller Indemnified Persons hereunder unless Damages in the aggregate exceed Fifty Thousand Dollars (Authorization), Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency) and Section 3.15 (No Brokers$50,000) (the foregoing collectively "Floor") and then only for the “Fundamental Representations”) shall survive the Closing and shall remain amount of all Damages in full force and effect until the date that is 18 months from the Closing Date, and nothing contained herein shall limit or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or other agreements contained in this Agreement to be performed or complied with prior to the Closing shall terminate upon the Closing. All other covenants or other agreements contained in this Agreement shall survive the Closing without limitation. Notwithstanding the foregoing or any provision herein to the contrary, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party prior to the expiration date excess of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved, (b) Seller shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any losses, liabilities, damages, claims or expenses underFloor. Section 7.1 (a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations until the aggregate amount exceeds $41,250, after which Seller shall be obligated for the full amount of the losses, liabilities, damages, claims or expenses, (c) The amount of Damages with respect to which indemnification is required hereunder shall be reduced by the cumulative indemnification obligations amount of Seller under Section 7.1(a) shall in no event exceedinsurance proceeds, in aggregateif any, $825,000, and (d) received with respect thereto by the cumulative indemnification obligations of Seller under Section 7.1(a) Indemnified Person making a claim for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations shall in no event exceed, in aggregate, $206,250such Damages.

Survival; Limitations. Subject to the limitations and other provisions of this Agreement, (a) The parties hereto agree that (i) the representations and warranties contained herein shall survive the Closing and shall remain in full force and effect until the date that is 12 months from the Closing DateSections 3.1, provided that the representations and warranties of Seller set forth in Section 3.1 (Corporate Organization3.2(a), Section 3.2 (Authorization), Section 3.4 (Ownership of Purchased Assets), Section 3.8 and 3.11 (Taxes)collectively, Section 3.14 (Insolvency) and Section 3.15 (No Brokers) (the foregoing collectively the “Fundamental Representations”) and in Sections 4.1 and 4.2(a) shall survive until thirty (30) days after the Closing expiration of all applicable statutes of limitation with respect to the subject matter thereof, and (ii) all other representations and warranties shall remain in full force and effect until the date that is 18 survive for fifteen (15) months from following the Closing Date, and nothing contained herein shall limit or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or other and agreements contained in this Agreement to be performed or complied with prior to the Closing shall terminate upon the Closing. All other covenants or other agreements contained in this Agreement and any document delivered pursuant hereto shall survive the Closing without limitation. Notwithstanding until thirty (30) days after the foregoing or any provision herein applicable statutes of limitation with respect to the contrary, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Party subject matter thereof or Seller Indemnified Party prior for the period expressly set forth therein. Any indemnification claim pursuant to this Section 5 must be made on or before the expiration date of the applicable survival period shall not thereafter be barred by for the expiration of such survival period and such claims shall survive until finally resolvedrepresentation, warranty, covenant or agreement upon which the claim is based. (b) The Seller Indemnified Persons shall not be entitled to recover Damages for any claims made based on a breach of any representations and warranties other than any Fundamental Representation, unless such Damages exceed $410,000 in the aggregate (“Deductible”), in which event the indemnifying parties shall only be required to indemnify pay or hold harmless be liable for Damages in excess of the Deductible. With respect to any Buyer claim as to which an Indemnified Person may be entitled to indemnification under this Section 5, the Indemnifying Party against, or reimburse any Buyer Indemnified Party for, any losses, liabilities, damages, claims or expenses under Section 7.1 (a) shall not be liable for any breaches individual or series of related Damages that do not exceed $20,000 (which Damages shall not be counted toward the representations or warranties contained in Section 3 other than Fundamental Representations until the Deductible). The aggregate amount exceeds $41,250, after of all Damages for which Seller shall be obligated for the full amount of the losses, liabilities, damages, claims or expenses, (c) the cumulative indemnification obligations of Seller under Section 7.1(a) shall in no event exceed, in aggregate, $825,000, and (d) the cumulative indemnification obligations of Seller under Section 7.1(a) Indemnified Persons may recover for any breaches claim based on a breach of the any representations or and warranties contained in Section 3 other than Fundamental Representations shall be the Escrow Amount (“Cap”). (c) The Deductible and the Cap shall not apply to any Damages claim made under Section 5.1(a) for a breach of any Fundamental Representations or under Sections 5.2(b) or (c); provided, however, that the maximum amount of all Damages for which Seller Indemnified Persons may recover pursuant to Section 5.1 shall be the Purchase Price. (i) If a claim for indemnification is paid by an Indemnifying Party and the Indemnified Person subsequently receives payment for any part of the Damages paid by the Indemnifying Party, whether by recovery against or settlement with a third Person, or from insurance proceeds, the Indemnified Person will pay promptly to the Indemnifying Party from the payment received by the Indemnified Person (to the extent it is sufficient) the Damages paid by the Indemnifying Party, less any costs or expenses incurred in no event exceedconnection with the Indemnified Person’s recovery. (ii) An Indemnified Person is not required to make a claim for Damages paid or payable by an Indemnifying Party if the Indemnified Person reasonably determines that submission of the claim to the insurer could result in either the cancellation or nonrenewal of any insurance policy of the Indemnified Person or its Affiliate or a material increase in insurance premiums for coverage in the future. (iii) For the purpose of an Indemnifying Party’s maximum indemnification obligation provided for in this Agreement, in aggregatethe Indemnifying Party will be treated as not having made the previous indemnification payment to which the insurance or other recovery pertains, $206,250to the extent of the amount of repayment made by the Indemnified Person.

Survival; Limitations. Subject to All of the limitations terms and other provisions conditions of this Agreement, together with the representations representations, warranties and warranties covenants contained herein or in any instrument or document delivered or to be delivered pursuant to this Agreement and the agreements of the parties to indemnify each other as set forth in this Article XI shall survive the execution of this Agreement and the Closing Date notwithstanding any investigation heretofore or hereafter made by or on behalf of any party hereto and shall remain in full force continue until and effect until all claims with respect thereto shall be made prior to April 1, 2008 (the date “Indemnification Period”); provided further that is 12 months from with respect to any income tax liability of UCS, ExOp, UPN or any of their subsidiaries or Affiliates attributable to any activities or transactions occurring by any of them on or prior to the Closing Date, provided that the representations agreement of the Sellers to indemnify the Purchaser and warranties its Affiliates shall survive until, and all claims with respect thereto shall be made prior to, the expiration of Seller set forth the applicable statute of limitations prescribed by Section 6501 of the IRC, as such statutes of limitations may have been or be extended by agreement from time to time. No indemnification for liability under Article XI for any Claims shall be required to be made by the Indemnitor until the aggregate amount of the liability for the Indemnitee’s Claims exceeds Twenty Thousand Dollars ($20,000) and indemnification shall thereafter be required to be made by the Indemnitor for all such Claims from the first dollar of such Claims. The aggregate liability of an Indemnitor under Article XI or for any other claim or liability pursuant to this Agreement, as applicable, shall not exceed $1,080,000 and shall not be reduced by any early release of the Escrow Funds as described in Section 3.1 (Corporate Organization)11.2 hereof. Notwithstanding the foregoing, Section 3.2 (Authorization)no basket or cap on indemnification or Indemnification Period shall apply to any income tax liability of UCS, Section 3.4 (Ownership ExOp, UPN or any of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency) and Section 3.15 (No Brokers) (the foregoing collectively the “Fundamental Representations”) shall survive the Closing and shall remain in full force and effect until the date that is 18 months from their subsidiaries or Affiliates attributable to any activities or transactions occurring by any of them on or prior to the Closing Date, and nothing contained herein shall limit or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or other agreements contained as in this Agreement to be performed or complied with prior to Section above described. Except as provided in the Closing shall terminate upon the Closing. All other covenants or other agreements contained in this Agreement shall survive the Closing without limitation. Notwithstanding the foregoing or any provision herein to the contrary, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period preceding sentence and such claims shall survive until finally resolved, (b) Seller shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any losses, liabilities, damages, claims or expenses under Section 7.1 (a) for any breaches of the representations or warranties contained as provided in Section 3 other than Fundamental Representations until the aggregate amount exceeds $41,25011.7 hereof, after which Seller no party hereto shall be obligated for the full amount of the losses, liabilities, damages, claims or expenses, (c) the cumulative have any indemnification obligations of Seller under Section 7.1(a) shall in no event exceed, in aggregate, $825,000, and (d) beyond the cumulative indemnification obligations of Seller under Section 7.1(a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations shall in no event exceed, in aggregate, $206,250Indemnification Period.

Survival; Limitations. Subject (a) The representations and warranties of the parties contained in or made pursuant to this Agreement shall be deemed to have been made on the date hereof and on the Closing Date, shall survive the Closing Date and shall remain operative and in full force and effect for the period ending July 15, 2015 (the “Survival Period”); provided that if on or prior to the limitations expiration of the Survival Period, a notice of claim for indemnification shall have been given in accordance with Section 9.4 hereof, the indemnified party shall continue to have the right to be indemnified with respect to such indemnification claim until such claim for indemnification has been satisfied or otherwise resolved as provided in this Article IX; and other provisions of this Agreement, provided further that the representations and warranties contained herein in Section 3.17 (‘Environmental Matters’), 3.18 (‘Circulation’) and Section 3.20 (‘Taxes’) shall survive until the expiration of the applicable statute of limitations period plus 90 days and the representations and warranties contained in Sections 3.2 (‘Sellers’ Authority’), 3.16 (‘Brokers’) and 4.2 (‘Buyer’s Authority’) and all covenants and agreements made by any party hereunder which are to be performed after the Closing Date shall survive without time limit, with the exception of Sections 9.2(a) and 9.3(a), which shall only remain operative and in full force and effect as long as indemnification with respect to the underlying representation and warranty remains available in accordance with the foregoing provisions of this Section 9.1(a) (including as extended pursuant to the first proviso hereof). (b) Buyer shall not be entitled to indemnification under this Agreement for any indemnification claim under Section 9.2(a) until the date that is 12 months aggregate Loss and Expense (as defined herein) suffered by Buyer subject to indemnification under Section 9.2(a) of this Agreement exceeds $100,000 (the “Threshold”). Once the Threshold has been reached, Buyer shall be entitled to full indemnification from Sellers pursuant to Section 9.2(a) below for the aggregate amount of Loss and Expense suffered by Buyer, including any and all claims which individually or in the aggregate did not reach the Threshold. Notwithstanding the foregoing, the Threshold shall not apply to any adjustments under Section 1.6, or resulting from fraud or willful misconduct by Sellers or to any indemnification claim related to covenants and agreements made by any party hereto which are to be performed after the Closing Date, . (c) Sellers’ maximum aggregate liability to Buyer for indemnification claims under Section 9.2(a) of this Agreement with respect to any Loss and Expense shall be $1,000,000 (the “Cap”); provided that the representations Cap shall not apply to any Loss and warranties Expense suffered by Buyer resulting from fraud or willful misconduct by Sellers or any covenants and agreements made by any party hereto which are to be performed after the Closing Date. Except with regard to compensation for claims paid to third parties, no indemnifying party shall have any liability to an indemnified party for any punitive, indirect, incidental or consequential damages or loss including, without limitation, loss of Seller revenue or loss of profits. (d) Except for equitable remedies (including, without limitation, injunctive relief) and in the absence of fraud, the parties hereto acknowledge and agree that the sole and exclusive remedy of Buyer and Seller, as the case may be, from and after the Closing Date with respect to any Loss and Expense whatsoever and any and all claims for breach or liability under this Agreement or any of the transactions contemplated hereby shall be solely in accordance with, and limited by, the indemnification provisions set forth in Section 3.1 (Corporate Organization), Section 3.2 (Authorization), Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency) and Section 3.15 (No Brokers) (the foregoing collectively the “Fundamental Representations”) shall survive the Closing and shall remain in full force and effect until the date that is 18 months from the Closing Date, and nothing contained herein shall limit or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or other agreements contained in this Agreement to be performed or complied with prior to the Closing shall terminate upon the Closing. All other covenants or other agreements contained in this Agreement shall survive the Closing without limitation. Notwithstanding the foregoing or any provision herein to the contrary, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved, (b) Seller shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any losses, liabilities, damages, claims or expenses under Section 7.1 (a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations until the aggregate amount exceeds $41,250, after which Seller shall be obligated for the full amount of the losses, liabilities, damages, claims or expenses, (c) the cumulative indemnification obligations of Seller under Section 7.1(a) shall in no event exceed, in aggregate, $825,000, and (d) the cumulative indemnification obligations of Seller under Section 7.1(a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations shall in no event exceed, in aggregate, $206,250Article IX.

Survival; Limitations. Subject Notwithstanding anything else in this Agreement or any Additional Transfer Document or Ancillary Agreement to the limitations and other provisions of this Agreementcontrary: (i) Except as set forth in Section 9.14(C)(vi), the representations and warranties contained herein of the Seller and the Purchaser, respectively, under this Agreement and any Additional Transfer Document or Ancillary Agreement, and any indemnification obligations arising therefrom, shall survive the Closing and shall remain expire and terminate on the date which is 18 months following the Closing Date; provided, however, that the Sellers' representations and warranties in Section 3.1(B)(ii), and the Purchaser's representations and warranties in Section 4.1(B)(ii), shall expire and terminate upon the Closing. The covenants of the parties shall expire in accordance with their terms, and the indemnification obligations of the Purchaser or the Seller, respectively, on account of the Special Indemnification Obligations (as defined in Section 9.14(C)(ii), below) shall continue in full force and effect until the date that is 12 months from the following Closing Date, (provided that the representations time limit applicable to indemnification obligations relating to Section 3.1(N) , the Sellers' Tax Payment Covenant, the Purchaser's Tax Payment Covenant and warranties Article IV of Seller the UK Business Transfer Agreement, as the case may be, shall be as set forth in Section 3.1 9.14(C)(vi)), in each case subject to the other limitations of this Section 9.14. (Corporate Organizationii) The Sellers shall not have any indemnification obligations under Section 9.14(A) or otherwise under this Agreement, and the Purchaser shall not have any indemnification obligations under Section 9.14(B) or otherwise under this Agreement: (a) except to the full extent that the Purchaser's Losses, or the Sellers' Losses, respectively, with respect to any individual claim or any related claims arising from the same or substantially similar factual circumstances, exceed $15,000 (a "Material Claim"), in which event such indemnification shall be required to the extent of such Purchaser's Losses or the Sellers' Losses, respectively, including such $15,000 amount (subject also to the limitations provided in succeeding clauses (b) and (c) of this Section 9.14(C)(ii)); (b) except to the extent that the Purchaser's Losses, or the Sellers' Losses, respectively, with respect to all such Material Claims in the aggregate exceed $500,000 (the "Indemnification Threshold"), in which event such indemnification shall be required only to the full extent of the Purchaser's Losses or the Sellers' Losses, respectively, in excess of the Indemnification Threshold (subject also to the preceding clause (a) and the succeeding clause (c) of this Section 9.14(C)(ii)); and (c) to the extent that the Purchaser's Losses in the aggregate, or the Sellers' Losses in the aggregate, respectively, exceed $15,000,000 (the "Cap"), in which event such indemnification shall be required only to the extent of the Purchaser's Losses or the Sellers' Losses, respectively, below the Cap (subject also to the preceding clauses (a) and (b) of this Section 9.14(C)(ii)); provided, however that neither the limitation to Material Claims set forth in clause (a), above, nor the Basket nor the Cap, shall apply to: (1) the Seller's indemnification obligations with respect to the Dorset Environmental Matter pursuant to Section 9.14(A)(2); (2) the Sellers' Consent Indemnification, if applicable under Section 6.4; (3) the Sellers' indemnification obligations with respect to the Keystone Plans pursuant to Section 9.14(A)(3); (4) the Sellers' indemnification obligations pursuant to Section 9.14(A)(4), Section 3.2 9.14(A)(5) and Section 9.14(A)(6); (Authorization5) the Sellers' indemnification obligations with respect to its covenants or agreements in Section 5.2(P) and Section 5.4(B), (6) the Sellers' indemnification obligations with respect to its covenants or agreements in Section 5.6(E), Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency5.6(F) and Section 3.15 5.6(G); (No Brokers7) the Purchaser's indemnification obligations with respect to the Purchaser Payment Indemnification pursuant to Section 9.14(B)(2) (8) the foregoing collectively the “Fundamental Representations”) shall survive the Closing and shall remain in full force and effect until the date that is 18 months from the Closing Date, and nothing contained herein shall limit or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection Purchaser's indemnification obligations with any action or claim based upon fraud. All covenants or other agreements contained in this Agreement to be performed or complied with prior respect to the Closing shall terminate upon the Closing. All other covenants or other agreements contained in this Agreement shall survive the Closing without limitation. Notwithstanding the foregoing or any provision herein Purchaser Employment Indemnification pursuant to the contrary, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved, (b) Seller shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any losses, liabilities, damages, claims or expenses under Section 7.1 (a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations until the aggregate amount exceeds $41,250, after which Seller shall be obligated for the full amount of the losses, liabilities, damages, claims or expenses, (c) the cumulative indemnification obligations of Seller under Section 7.1(a) shall in no event exceed, in aggregate, $825,000, and (d) the cumulative indemnification obligations of Seller under Section 7.1(a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations shall in no event exceed, in aggregate, $206,250.9.14(B)(3);

Survival; Limitations. Subject (a) The representations, warranties, covenants and agreements of the Sellers, the Company and the Buyer contained in this Agreement (including the Schedules and exhibits attached hereto and the certificates delivered pursuant hereto) will survive the Closing but only to the limitations extent specified in this Section 10.3. (i) The representations and other provisions warranties of the Sellers, the Company and the Buyer contained in this AgreementAgreement (including the Schedules and exhibits attached hereto and the certificates delivered pursuant hereto) will survive for a period ending on the 12-month anniversary of the Closing Date; provided, however, that (A) the expiration date for any Claim relating to a breach of or inaccuracy in the representations and warranties contained herein shall survive the Closing and shall remain in full force and effect until the date that is 12 months from the Closing Date, provided that the representations and warranties of Seller set forth in the first and second sentences of Section 3.1 4.1 (Corporate OrganizationExistence; Validity and Enforceability), Section 3.2 4.2 (AuthorizationTitle to Shares), Section 3.4 4.5 (Ownership of Purchased AssetsBrokers), Section 3.11 5.1 (TaxesExistence and Good Standing), the first sentence of Section 5.2 (Validity and Enforceability), Section 3.14 5.3 (InsolvencyCapitalization of the Company, the Subsidiary and the Korean JV), Section 5.26 (Brokers), Section 6.2 (Existence and Good Standing), the first sentence of Section 6.3 (Validity and Enforceability) and Section 3.15 6.6 (No Brokers) (the foregoing collectively collectively, the “Fundamental Representations”) shall survive will be the Closing and shall remain in full force and effect until the date that is 18 months from seven-year anniversary of the Closing Date; (B) the expiration date for any Claim relating to the breach of or inaccuracy in the representations and warranties set forth in Section 5.12 (Intellectual Property) and Section 5.22 (Environmental and Asbestos Matters) will be the two-year anniversary of the Closing Date; (C) the expiration date for any Claim relating to a breach of or inaccuracy in the representations and warranties set forth in Section 5.9 (Taxes) will be 30 days after the expiration of the applicable statute of limitations (including any applicable extensions); and (D) any Claim pending on any applicable expiration date for which a notice has been given in accordance with Section 10.4(a) or Section 10.4(b), as applicable, on or before such expiration date may continue to be asserted and nothing contained herein shall limit or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection with any action or indemnified against until finally resolved. Any claim based upon fraud. All for indemnification brought by an Indemnitee after the applicable expiration date will be void and invalid. (ii) The covenants or other and agreements contained in this Agreement to be performed or complied with (including the Schedules and exhibits attached hereto and the certificates delivered pursuant hereto) that contemplate performance thereof prior to the Closing shall will terminate upon on the ClosingClosing Date. All other covenants or other and agreements contained in this Agreement shall (including the Schedules and exhibits attached hereto and the certificates delivered pursuant hereto) that contemplate performance thereof following the Closing will survive the Closing without limitation. Notwithstanding the foregoing or any provision herein to the contrary, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved, in accordance with their respective terms. (b) Seller Notwithstanding anything to the contrary contained in this Agreement, the rights of the Indemnitees are limited as follows: (i) The Sellers will not have any liability pursuant to Section 10.2(a)(i) or Section 10.2(b)(i) (except in the case of Losses resulting from, arising out of or relating to inaccuracies in or breaches of the Fundamental Representations, the representations or warranties set forth in Section 5.9 (Taxes), or Fraud by the Company or the Sellers, for which the following limitation will not apply) until the aggregate amount of all such Losses sustained by the Buyer exceeds $1,983,750 (the “Basket”), and then only to the extent of the excess up to a maximum of the then existing Indemnity Escrow Amount. (ii) The Sellers will not have any liability with respect to any item or matter pursuant to Section 10.2(a)(i) or Section 10.2(b)(i) (except in the case of Losses resulting from, arising out of or relating to inaccuracies in or breaches of the Fundamental Representations, the representations or warranties set forth in Section 5.9 (Taxes), or Fraud by the Company or the Sellers, for which the following limitation will not apply) until the amount of Losses with respect to such item or matter exceeds $25,000, and if such amount is not exceeded, none of the Losses with respect to such item or matter will count toward satisfying the Basket. (iii) Except for (A) Losses sustained as a result of a breach of or inaccuracy in any of the Fundamental Representations or Section 5.9 (Taxes), (B) Fraud by the Company or the Sellers, (C) Losses recoverable pursuant to Section 10.2(a)(v), or (D) following the Escrow Termination Date, Losses sustained as a result of a breach of or inaccuracy in any of the representations and warranties set forth in Section 5.12 (Intellectual Property) and Section 5.22 (Environmental and Asbestos Matters), the Buyer Indemnitees’ sole source of payment or indemnification for any claims under this Agreement shall be the Indemnity Escrow Amount held by the Escrow Agent under the Escrow Agreement and the Buyer Indemnitees shall not have any right to indemnification from any Seller or any successor or assignee thereof; provided, that, with respect to clause (D) above, following the Escrow Termination Date, the Buyer Indemnitees shall not have any right to payment from any Seller or any successor or assignee thereof in excess of the aggregate amount of the Indemnity Escrow Amount finally determined to be released to the Sellers. (iv) The right of a Buyer Indemnitee to indemnification for Losses under this Agreement shall in all cases be recovered first from the Indemnity Escrow Amount and then, following the release or exhaustion of the Indemnity Escrow Amount, from the Sellers (in accordance with the Seller Pro Rata Portions) or the breaching Seller, as applicable, subject to the limitations contained in this Article X. (v) Except in the case of Fraud, in no event shall any Seller or any successor or assignee thereof have any liability hereunder in excess of the portion of the Purchase Price actually received by such Seller under Article II (which amount, for the avoidance of doubt, shall include such Seller’s Seller Pro Rata Portions of the Indemnity Escrow Amount and Holdback Amount). (vi) The Seller Indemnitees’ and the Buyer Indemnitees’ right to indemnification pursuant to Section 10.1 and Section 10.2, respectively, will be reduced by the amount actually received from a third party (including an insurance company), with respect to the settlement or resolution of a claim for which the Seller Indemnitees or the Buyer Indemnitees, as the case may be, were entitled to indemnification hereunder. The Buyer shall use reasonable efforts to pursue recovery from such third parties (and under all insurance policies) and the Buyer shall remit to the Sellers any such third party proceeds that are paid to any of the Buyer Indemnitees with respect to any Losses for which any of the Buyer Indemnitees has been previously compensated pursuant to Section 10.2. For the avoidance of doubt, in no event shall the Seller Indemnitees or the Buyer Indemnitees be required to indemnify pursue recovery from any third party (including an insurance company) prior to seeking and receiving indemnification hereunder. (vii) The Indemnitees’ right to indemnification pursuant to Section 10.2 on account of any Losses will be reduced by the net amount of the Tax benefits actually realized by any of the Buyer Indemnitees or hold harmless their Affiliates by reason of the related Losses in or before the taxable year in which the Losses occur. (viii) The Buyer Indemnitees’ right to indemnification pursuant to Section 10.2 on account of any Losses will be reduced by the amount of any reserve reflected on the Company Financial Statements established for the general category of items or matters similar in nature to the specific items or matters giving rise to such Loss. (ix) The Buyer Indemnified Party against, Indemnitees are not entitled to indemnification pursuant to Section 10.2 to the extent the Buyer was compensated therefor pursuant to Section 2.3. (x) Except in the case of a breach of or reimburse inaccuracy in any Buyer Indemnified Party for, any losses, liabilities, damages, claims or expenses under Section 7.1 (a) for any breaches of the representations or warranties contained in Section 3 other 5.22 or Fraud by the Company or the Sellers, the Buyer Indemnitees are not entitled to indemnification for any Losses incurred from, arising out of or based upon any Asbestos Use, and no Buyer Indemnitee will pursue any claim under this Agreement or otherwise against the Sellers for indemnification under any theory of liability related to the Asbestos Use. (xi) Except to the extent (A) attributable to any breach of Sections 5.9(e), 5.9(m)(ii), 5.9(m)(iii), 5.9(m)(v) or (B) any amount paid by the Buyer pursuant to Section 11.10, the Sellers will not have any liability pursuant to Sections 10.2(a)(i) or 10.2(a)(v)(C) with respect to any Tax or Losses related to Taxes for any taxable period or portion thereof that begins after the Closing Date. (xii) The Buyer Indemnitees shall not be entitled to be compensated more than Fundamental Representations until the aggregate amount exceeds $41,250, after which Seller shall be obligated once for the full amount same Loss. (xiii) The Indemnitees are not entitled to indemnification for lost income, revenues or profits, multiples of the losses, liabilities, earnings damages, claims or expensesdiminution of value, (c) the cumulative indemnification obligations of Seller under Section 7.1(a) shall in no event exceedpunitive damages, in aggregateexemplary damages, $825,000incidental damages, consequential damages, special damages and (d) the cumulative indemnification obligations of Seller under Section 7.1(a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations shall in no event exceed, in aggregate, $206,250indirect damages.

Survival; Limitations. Subject (a) (i)The representations and warranties of the Sellers and the Buyer contained in this Agreement (other than the Excluded Representations and the representations and warranties contained in Section 7.5 and Section 7.7) will survive for a period ending on the 18-month anniversary of the Closing Date (the “General Expiration Date”); (ii) the Excluded Representations will survive until the earlier of (A) the expiration of the statute of limitations applicable thereto or (B) five years after the Closing Date; (iii) the representations and warranties contained in Section 7.5 will survive until the expiration of 60 days following the statute of limitations applicable thereto; and (iv) the representations and warranties contained in Section 7.7 will survive until three years after the Closing Date (the survival periods set forth in subsections (ii)-(iv), together with the General Expiration Date, the “Expiration Date”); provided, however, that any Claim pending on any Expiration Date for which a Claims Notice has been given on or before such Expiration Date may continue to be asserted and indemnified against until finally resolved. The covenants and agreements of the Sellers and the Buyer contained in this Agreement will survive after the Closing Date in accordance with their terms. (b) Notwithstanding anything to the limitations contrary contained in this ‎Article 10, the Sellers will not have any liability pursuant to Section 10.2(a), Section 3.2(6) and Section 3.2(7) (other provisions of this Agreementthan pursuant to the Excluded Representations, the representations and warranties contained herein shall survive the Closing in Section 7.5 and shall remain in full force and effect until the date that is 12 months from the Closing Date, provided that the representations and warranties of Seller set forth contained in Section 3.1 7.7, for which the following limitation will not apply) (Corporate Organizationthe “Threshold/Capped Liabilities”) until the aggregate amount of all such Losses incurred by the Buyer exceeds C$780,000 (the “Threshold”), in which case the Sellers will be jointly and severally liable for all such Losses in respect of the Threshold/Capped Liabilities in excess of the Threshold; provided, however, that the Sellers’ maximum liability for Losses in respect of the Threshold/Capped Liabilities shall not exceed the amount remaining in escrow under the Escrow Agreement at the time each applicable Claim is first made (the “Cap”). For clarity, the Threshold and the Cap shall only apply to the Threshold/Capped Liabilities and shall not apply to any other indemnification obligations of Sellers in this Agreement, including pursuant to Section 3.2 10.2(b) to Section 10.2(f) (Authorization), other than Losses pursuant to Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency3.2(6) and Section 3.15 (No Brokers3.2(7) (with respect to which the foregoing collectively the “Fundamental Representations”) Threshold shall survive the Closing and shall remain in full force and effect until the date that is 18 months from the Closing Dateapply), and nothing contained herein shall limit or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right pursuant to maintain or recover any amounts in connection Section 10.1 with any action or claim based upon fraud. All covenants or other agreements contained in this Agreement to be performed or complied with prior respect to the Closing shall terminate upon the Closing. All other covenants or other agreements contained in this Agreement shall survive the Closing without limitation. Notwithstanding the foregoing or any provision herein to the contrarySHARE AND ASSET PURCHASE AGREEMENT Excluded Representations, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved, (b) Seller shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any losses, liabilities, damages, claims or expenses under Section 7.1 (a) for any breaches of the representations or and warranties contained in Section 3 other than Fundamental Representations until the aggregate amount exceeds $41,250, after which Seller shall be obligated for the full amount of the losses, liabilities, damages, claims or expenses, (c) the cumulative indemnification obligations of Seller under Section 7.1(a) shall in no event exceed, in aggregate, $825,000, 7.5 and (d) the cumulative indemnification obligations of Seller under Section 7.1(a) for any breaches of the representations or and warranties contained in Section 3 other than Fundamental Representations shall in no event exceed7.7. (c) The Sellers’ and the Buyer’s right to indemnification pursuant to Section 10.1 and Section 10.2, respectively, will be reduced by the amount paid by a third party (including, without limitation, an insurance company), or paid by such third party to another for the account or benefit of the Sellers or the Buyer, as the case may be, with respect to the settlement or resolution of a claim for which the Sellers were or the Buyer was, as the case may be, entitled to indemnification hereunder. The Buyer shall, in aggregategood faith, $206,250pursue recovery from any such third parties and under all insurance policies available to it concurrently with seeking indemnification under this ‎Article 10. The Buyer shall remit to the Sellers any such insurance or other third party proceeds that are paid to the Buyer with respect to Losses for which the Buyer has been previously compensated pursuant to Section 10.2. (d) No Claim may be made if and to the extent that such Loss occurs as a result of any Law not in force as of the Closing or taking effect retroactively. (e) The Buyer is not entitled to indemnification pursuant to Section 10.2 to the extent that such matter was included or accounted for as a liability in the final calculation of Closing Working Capital or as a negative amount in the final calculation of Closing Cash. (f) The Buyer’s right to indemnification pursuant to Section 10.2 on account of any Losses will be reduced by the amount of any reserve reflected on the Subsidiaries’ consolidated books and records as of the Closing Date established for the general category of items or matters similar in nature to the specific items or matters giving rise to such Loss. (g) No party shall be entitled to be compensated more than once for the same Loss.

Survival; Limitations. Subject to the limitations and other provisions (a) All of this Agreement, the representations and warranties contained herein in this Agreement and the Transaction Documents shall survive the Closing and shall remain continue in full force and effect until for a period of eighteen (18) months (the date “18 Month Period”); provided, however, that is 12 months from the Statute of Limitations Representations and Purchaser Fundamental Representations shall survive for a period of thirty (30) days after the expiration of the applicable statute of limitations (giving effect to any tolling, waiver, mitigation or extension thereof). (b) All Pre-Closing Covenants shall survive for one (1) year after the Closing Date, provided that . All other covenants of the representations and warranties of Seller set forth in Section 3.1 parties (Corporate Organization), Section 3.2 (Authorization), Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency) and Section 3.15 (No Brokers) (the foregoing collectively the “Fundamental Representations”whether or not stated herein to expressly survive Closing) shall survive the Closing and shall remain for the period provided in full force and effect accordance with their express terms, or in the absence of such express terms, until the date that earlier of such performance is 18 months from the Closing Date, and nothing contained herein shall limit or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or other agreements contained in this Agreement to be fully performed or complied such obligations are fully satisfied or the expiration of the applicable statute of limitations with prior respect thereto. (c) No party shall have any liability for indemnification claims made under this Article XII with respect to any such representation, warranty, covenant or agreement unless a written notice of claim (describing in reasonable detail the Closing shall terminate upon claim, including an estimate of Losses attributable to such claim if such are readily ascertainable as of the Closing. All other covenants or other agreements contained in this Agreement shall survive time of the Closing without limitation. Notwithstanding the foregoing or any provision herein to the contrary, (anotice) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party is provided prior to the expiration date of any applicable survival period for such representation, warranty, covenant or agreement provided in this Section 12.5. Notwithstanding anything to the contrary above, if an Indemnified Party delivers written notice to a relevant Indemnifying Party for a Claim for indemnification or recovery within the applicable survival period shall not thereafter be barred by the expiration of period, such survival period and such claims Claim shall survive until satisfied, otherwise finally resolved or judicially resolved. For the avoidance of doubt, (b) Seller nothing in this Article XII shall not be required to indemnify or hold harmless restrict any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any losses, liabilities, damages, claims or expenses under Section 7.1 (a) party from asserting a claim for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations until the aggregate amount exceeds $41,250, after which Seller shall be obligated for the full amount of the losses, liabilities, damages, claims or expenses, (c) the cumulative indemnification obligations of Seller under Section 7.1(a) shall in no event exceed, in aggregate, $825,000, and (d) the cumulative indemnification obligations of Seller under Section 7.1(a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations shall in no event exceed, in aggregate, $206,250Fraud.

Survival; Limitations. Subject Notwithstanding anything else in this Agreement or any Additional Transaction Document to the limitations and other provisions of this Agreement, the contrary: (i) The representations and warranties contained herein of the Shareholder and the Purchaser, respectively, under this Agreement and any Additional Transaction Document, and any indemnification obligations arising therefrom, shall survive the Closing and shall remain in full force expire and effect until terminate on the date that which is 12 months from following the Closing Date; provided, provided however, that the Shareholder’s representations and warranties of Seller set forth in Section 3.1 (Corporate Organization3.1(A)(iii), Section 3.2 (Authorization3.1(A)(iv), Section 3.4 (Ownership of Purchased Assets3.1(K)(3), Section 3.11 (Taxes3.1(N), Section 3.14 (Insolvency) and Section 3.15 3.1(O), and Section 3.1(S) shall not so expire and terminate upon such date but rather shall expire and terminate 60 days following the expiration of the respective statutes of limitations applicable to the matters giving rise to a claim for breach of such sections (No Brokers) (the foregoing collectively such applicable date, the “Fundamental RepresentationsSurvival Date”) ). The covenants of the parties under this Agreement and under any Additional Transaction Document, and any indemnification obligations arising therefrom, shall survive the Closing and shall remain expire in full force and effect accordance with their terms. Any claim for indemnification made by a Purchaser Indemnified Party or a Shareholder Indemnified Party under this Section 6.15 must be raised in a writing delivered to the Shareholder or the Purchaser, as applicable, by no later than the Survival Date and, if raised by such date, such claim shall survive the Survival Date until the date that is 18 months from the Closing Datefinal resolution thereof. (ii) The Shareholder shall not have any indemnification obligations under Section 6.15(A), and nothing contained herein the Purchaser shall not have any indemnification obligations under Section 6.15(B): (a) except to the extent that the Purchaser’s Losses, or the Shareholder’s Losses, respectively, with respect to all such Material Claims in the aggregate exceed $300,000 (the “Indemnification Threshold”), in which event such indemnification shall be required only to the full extent of the Purchaser’s Losses or the Shareholder’s Losses, respectively, in excess of the Indemnification Threshold (subject also to the succeeding clause (b) of this Section 6.15(C)(ii)); and (b) to the extent that the Purchaser’s Losses in the aggregate, or the Shareholder’s Losses in the aggregate, respectively, exceed $4,500,000 (the “Cap”), in which event such indemnification shall be required only to the extent of the Purchaser’s Losses or the Shareholder’s Losses, respectively, below the Cap (subject also to the preceding clauses (a) and (b) of this Section 6.15(C)(ii)), provided that this Section 6.15(C)(ii) shall not apply to the covenants of the parties and the indemnification obligations relating thereto or to the Seller’s representations and warranties set forth in Section 3.1(A)(iii), Section 3.1(A)(iv), Section 3.1(K)(3), Section 3.1(N), and Section 3.1(O), and Section 3.1(S), provided further however that in no event shall the foregoing proviso result in the Shareholder’s maximum liability under this Agreement or the Additional Transaction Documents being more than the Purchase Price. (iii) With respect to any matter for which indemnification has been provided hereunder, the Indemnitee (as defined below) hereby covenants and agrees to use all commercially reasonable efforts to collect amounts payable to the Indemnitee under any applicable insurance policy of the Indemnitee, and any such amounts so paid to the Indemnitee shall reduce the indemnification obligations of the Indemnitor (as defined below) with respect to such matters; provided that this provision shall not limit or restrict any Buyer Indemnified Party’s or Seller Indemnified PartyIndemnitee’s right to maintain pursue indemnification hereunder. (iv) In no event shall Shareholder’s Losses or recover any Purchaser’s Losses, as the case may be, include amounts in connection with any action arising from special, exemplary, or claim based upon fraud. All covenants or other agreements contained in punitive damages. (v) The Shareholder shall have no liability under this Agreement (including under Section 3.1(N), Section 5.2 and Section 6.15(A)) in relation to be performed any Liability or complied with prior matter to the Closing shall terminate upon extent that the Closing. All other covenants amount of such matter or other agreements contained Liability was included in this Agreement shall survive the Closing without limitation. Notwithstanding the foregoing or any provision herein to the contrary, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party prior to the expiration date determination of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved, (b) Seller shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any losses, liabilities, damages, claims or expenses under Section 7.1 (a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations until the aggregate amount exceeds $41,250, after which Seller shall be obligated for the full amount of the losses, liabilities, damages, claims or expenses, (c) the cumulative indemnification obligations of Seller under Section 7.1(a) shall in no event exceed, in aggregate, $825,000, and (d) the cumulative indemnification obligations of Seller under Section 7.1(a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations shall in no event exceed, in aggregate, $206,250Final Adjustment.

Survival; Limitations. Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein (a) Main Sellers’ indemnification obligations hereunder shall survive the Closing and shall remain in full force and effect until the date that is 12 24 months from following the Closing Date, provided that Main Sellers’ indemnification obligations with respect to Losses relating to or arising out of (i) Tax Representations shall survive until January 1, 2019 (provided that, notwithstanding anything to the representations and warranties contrary herein, only the Company Managers shall be held liable for any Tax Representation claim made by Purchaser after the second anniversary of Seller the Closing Date), (ii) the indemnification set forth in Section 3.1 (Corporate Organization), Section 3.2 (Authorization), Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency) and Section 3.15 (No Brokers) (the foregoing collectively the “Fundamental Representations”9.1(a)(vi) shall survive the Closing and shall remain in full force and effect until the date that is 18 12 months from following the Closing Date, and nothing contained herein shall limit or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts (iii) the matters set forth in connection with any action or claim based upon fraud. All covenants or other agreements contained in this Agreement to be performed or complied with prior to the Closing shall terminate upon the Closing. All other covenants or other agreements contained in this Agreement Section 9.1(b) shall survive until thirty (30) days following the Closing without limitationexpiration of the applicable statute of limitations. Notwithstanding No claim for the foregoing or recovery of any provision herein to Losses hereunder may be asserted by any Purchaser Indemnified Person after the contrary, (a) any expiration of the above mentioned applicable indemnification period; provided however that claims asserted in writing by proper notice hereunder by a Buyer any Purchaser Indemnified Party or Seller Indemnified Party Person with reasonable specificity prior to the expiration date of the applicable survival indemnification period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved, the applicable indemnification period. (b) The Main Sellers shall not be liable for any Representation Claim unless the amount of the liability of the Main Sellers for such Representation Claim exceeds $25,000, providing always that Representation Claims which have their origin in matters of the same nature or which are otherwise serial but which are individually less than $25,000 shall be aggregated for the purposes of this Section 9.2(b) (“Deminimis Losses”). The Main Sellers’ indemnification obligations for Representation Claims shall not be triggered unless and until the aggregate amount of all Losses for Representation Claims exceeds $200,000 (the “Deductible”), provided that Deminimis Losses shall be disregarded to determine whether the Deductible has been reached. Once the Deductible has been reached, the Main Sellers shall be obligated to indemnify Purchaser Indemnified Persons for the amount of the Losses in excess of the Deductible. (c) In no event shall the aggregate amount to be paid by Main Sellers to Purchaser Indemnified Persons for indemnification pursuant to Representation Claims or to matters set forth in Section 9.1(a)(ii) exceed $7,500,000, it being specified for the avoidance of doubt that such indemnification can only be drawn from the Escrow Account. (d) Unless stated to the contrary herein, (i) the limitations set forth in Section 9.2(b) shall not apply to the Fundamental Representations or to the matters set forth in Section 9.1(a)(vi), and (ii) the limitations set forth in Section 9.2(b)-(c) shall not apply to the indemnification matters set forth in Section 9.1(a)(iii)-(v) (provided for the avoidance of doubt that in no event shall the aggregate amount to be paid by each Main Seller to Purchaser Indemnified Persons for indemnification pursuant to Representation Claims or to matters set forth in Sections 9.1(a)(ii)-(iii) exceed such Main Seller’s portion of the Escrow Amount not already released) or the indemnification matters set forth in Section 9.1(b). (e) Main Sellers shall not be required to indemnify Purchaser Indemnified Persons with respect to any Losses arising out of or hold harmless resulting from any Buyer matter to the extent such matter has been included in the calculation of the Closing Net Working Capital and reflected in the adjustment of the Purchase Price in accordance with the provisions of Section 1.3 hereof. (f) Absent his/her/its fraud (as finally determined by a court of competent jurisdiction), no Main Seller will have any liability under this Agreement or otherwise be responsible for indemnification under this Agreement, in excess of a maximum aggregate amount equal to the portion of the Purchase Price actually received by such Main Seller. (g) Purchaser Indemnified Party againstParties right to indemnification on account of any Losses will be reduced by all insurance or other third party indemnification proceeds actually received by the Purchaser Indemnified Parties (net of all fees, costs and expenses incurred in collecting such proceeds). Purchaser shall use reasonable efforts to claim and recover any Losses suffered by Purchaser Indemnified Parties under all such insurance policies and other third party indemnities. Purchaser Indemnified Parties shall remit to the Main Sellers any such insurance or reimburse other third party proceeds that are paid to Purchaser Indemnified Parties with respect to Losses for which Purchaser Indemnified Parties have been previously compensated pursuant to Section 9.1. (h) The right of any Buyer Purchaser Indemnified Party forPerson to indemnification for Losses under this Agreement shall be recovered solely from the Escrow Amount save for (i) fraud or willful misconduct (where the provisions of the last sentence of Section 9.7(a) shall apply), any losses(ii) matters set forth in Section 9.1(a)(iv)-(v) (where it can be recovered from each of the Main Sellers, liabilitiesseverally and not jointly (non-solidairement) in accordance with its respective Pro Rata Percentage) and (iii) matters set forth in Section 9.1(b) (where it can only be recovered from the relevant Main Seller), damages, claims or expenses under in each case to the extent applicable and subject to the limitations set forth in this ARTICLE IX. If a Purchaser Indemnified Person recovers amounts from the Escrow Amount pursuant to this Section 7.1 (a9.2(g) for any breaches a claim arising under Sections 9.1(a)(iii) and 9.1(b), then the breaching Main Seller will contribute to the Main Sellers’ Representatives an amount in cash equal to the portion of the representations or warranties contained Escrow Amount distributed to Purchaser as a result of such breach. The Sellers’ Representatives will distribute any amounts received pursuant to this Section 9.2(g) to the other Main Sellers on a pro-rata basis in Section 3 other than Fundamental Representations until accordance with their respective Pro Rata Percentage. (i) Losses which are deductible, from a tax point of view, from the aggregate amount exceeds $41,250, after which Seller shall be obligated for the full amount results of the lossesPurchaser, liabilitiesthe Company and its Subsidiaries will be taken into account for their amount reduced by an amount equal to the Tax saving actually realized in the year of the Loss. (j) Losses aggravated by the negligence or wrongdoing of the Purchaser, damagesof any person under its control or of any individual under its authority, claims or expensesshall not be indemnifiable to the extent of such aggravation. (k) Notwithstanding anything to the contrary herein, (c) to the cumulative indemnification obligations extent that any Loss is capable of Seller under Section 7.1(a) remedy, the Purchaser shall in no event exceedafford the Main Sellers and Sellers’ Representatives a reasonable opportunity to remedy such Loss prior to making a claim for indemnification. The Purchaser agrees that the Purchaser shall take, and cause the Company and its Subsidiaries to take, and shall cooperate with the relevant Main Sellers and Sellers’ Representatives, if so requested by them, in aggregateorder to take all commercially reasonable measures to mitigate the consequences of such losses. (l) Where the Purchaser has made a claim, $825,000the Purchaser shall use, and shall cause the Company and its Subsidiaries to use all reasonable endeavors to recover any amounts due from any third party (d) the cumulative indemnification obligations of Seller under Section 7.1(a) for including any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations shall in no event exceed, in aggregate, $206,250insurer).

Survival; Limitations. (a) Subject to the limitations Section 13.3(b) and Section 13.3(c): Non-Fundamental Representations (other provisions of this Agreement, than the representations and warranties contained set forth in Section 5.10) of each Seller and/or Company set forth herein and in the other Transaction Documents (including the corresponding representations and warranties given in the Closing Certificate) and the indemnity in Section 13.2(g) shall survive Closing and terminate on the Final Holdback Release Date; the representations and warranties set forth in Section 5.10 (including the corresponding representations and warranties given in the Closing Certificate) shall survive Closing and terminate on the date that is thirty (30) days after the expiration of the statutes of limitations applicable to such matters; Fundamental Representations of each Seller and/or Company set forth herein and in the other Transaction Documents (including the corresponding representations and warranties given in the Closing Certificate) shall survive Closing and terminate on the date that is thirty (30) days after the expiration of the statutes of limitations applicable to such matters; the covenants and agreements of each Party to be performed on or prior to Closing shall terminate on the date that is twelve (12) months after the Closing Date; the covenants and agreements of each Seller or Purchaser to be performed after Closing shall survive the Closing and terminate when fully performed (other than in the case of the Sellers’ Representative, the covenants in Section 13.2, or in the case of Purchaser, the covenants in Section 13.1, in each case, which shall remain terminate on the date the applicable representations, warranties and covenants that is subject to indemnification thereunder); the indemnity in full force Section 13.2(f) with respect to the Specified Liabilities set forth in subparts (a), (b) and effect until (e) of the definition of “Specified Liabilities” shall terminate on the Final Holdback Release Date, and with respect to the Specified Liabilities set forth in subparts (f) and (g) and (h) of the definition of “Specified Liabilities” shall terminate on the date that is 12 thirty (30) days after the expiration of the statutes of limitations applicable to such matters, and with respect to the Specified Liabilities set forth in subparts (c) and (d) of the definition of “Specified Liabilities” shall terminate on the date that is thirty-six (36) months from after the Closing Date, provided that ; the representations and warranties other indemnification or reimbursement rights of Seller set forth the Purchaser Group in Section 3.1 (Corporate Organization), Section 3.2 (Authorization), Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency) and Section 3.15 (No Brokers) (the foregoing collectively the “Fundamental Representations”) 13.2 shall survive the Closing and terminate on the termination date of each respective representation, warranty, covenant, or agreement of any Seller or Company, as applicable, that is subject to indemnification thereunder; and the representations, and warranties of Purchaser set forth in this Agreement and the Purchaser Party Certificate shall remain in full force survive Closing and effect until terminate on the date that is 18 months from thirty (30) days after the Closing Dateexpiration of the statutes of limitations applicable to such matters; provided, and nothing contained herein however, there shall limit be no expiration or restrict termination of any Buyer Indemnified Party’s or Seller Indemnified Party’s right bona fide claim validly asserted pursuant to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or other agreements contained in a valid Claim Notice pursuant to this Agreement with respect to be performed such a representation, warranty, covenant, or complied with prior to the Closing shall terminate upon the Closing. All other covenants or other agreements contained in this Agreement shall survive the Closing without limitation. Notwithstanding the foregoing or any provision herein to the contrary, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party agreement prior to the expiration or termination date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved, thereof. (b) Seller shall not As a condition to making any claims for indemnification, defense, or to be held harmless under this Article 13, the Party seeking indemnification must deliver to the Other Party a valid Claim Notice pursuant to this Agreement prior to the expiration or termination date of the applicable survival period (if any) thereof or the date it is otherwise required to indemnify be delivered hereunder. All rights of each member of the Purchaser Group or hold harmless any Buyer Indemnified Party againstthe Seller Group to indemnification and reimbursement under Section 13.2 or Section 13.1, respectively, shall terminate and expire on the earlier to occur of the termination date of each respective representation, warranty, covenant, or reimburse agreement, as applicable, for which any Buyer Indemnified Party formember of the Purchaser Group or the Seller Group is entitled to indemnification or reimbursement hereunder, except in each case as to matters for which a specific written Claim Notice has been validly delivered to the Other Party, as applicable, on or before the earlier of such termination date or the date otherwise required to be delivered hereunder or the date the Purchaser Group or the Seller Group has received indemnification and/or reimbursement from the Other Party, as applicable, in an aggregate amount equal to the Applicable Indemnity Cap. (c) Subject to Section 14.11 and Section 13.3(c)(iii), and notwithstanding anything to the contrary contained elsewhere in this Agreement after Closing: (i) neither Purchaser nor any lossesmember of the Purchaser Group shall be entitled to indemnity or reimbursement: (A) for Damages relating to or arising out of any individual event, liabilities, damages, claims matter or expenses underoccurrence that members of the Purchaser Group are entitled to indemnity pursuant to Section 13.2(c) with respect to breaches of Non-Fundamental Representations or Section 13.2(d) with respect to breaches of Non-Fundamental Representations (other than the representations and warranties set forth in Section 5.10) unless and until the amount of such Damages exceeds the Individual Threshold (it being agreed that the Individual Threshold represents a threshold and not a deductible); Section 7.1 (aB) for any Damages that Purchaser Group is entitled to indemnity and reimbursement under Section 13.2(c) with respect to breaches of Non-Fundamental Representations or Section 13.2(d) with respect to breaches of Non-Fundamental Representations (other than the representations or and warranties contained set forth in Section 3 other than Fundamental Representations until 5.10) unless the aggregate amount of all such Damages for which Sellers would be responsible thereunder exceeds $41,250, after which Seller shall be obligated for the full amount two percent (2%) of the losses, liabilities, damages, claims or expenses, Unadjusted Purchase Price (cand then only to the extent such Damages exceed two percent (2%) of the cumulative indemnification obligations of Seller Unadjusted Purchase Price); (C) for aggregate Damages that Purchaser Group is entitled to indemnity and reimbursement under Section 7.1(a) shall 13.2 in excess of the Holdback Amount (such amount, the “Non-Specified Liabilities Damage Cap”); provided, however, in no event exceedshall the limitation set forth in this Section 13.3(c)(i)(C) apply to any Damages with respect to any breaches of any Fundamental Representations of any Seller or Company, breaches of representations and warranties of any Seller or Company set forth in aggregateSection 5.10 or any indemnity obligations under Section 13.2(a), $825,000Section 13.2(b), Section 13.2(e) or Section 13.2(f); and (D) under this Agreement or any other Transaction Document for aggregate Damages in excess of the Adjusted Purchase Price (such amount, the “Overall Indemnity Cap”). (ii) Subject to Article 12 and Section 14.11, the aggregate liability of Purchaser (and Company after Closing) under this Agreement shall not exceed the Adjusted Purchase Price. (iii) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement will limit the liability of a Party for Fraud. (iv) The liability of Sellers’ Representative under Section 13.2(e) shall be subject to the limitations set forth in Section 3.2(j). (d) the cumulative indemnification obligations of Seller Each Seller, Company and Purchaser each acknowledge and agree that except as expressly set forth in Article 12 or under Section 7.1(a14.16, the payment of money, as limited by the terms of this Agreement, shall be adequate compensation for breach of any representation, warranty, covenant or agreement contained herein or for any other claim arising in connection with or with respect to the transactions contemplated by this Agreement and Purchaser, Company and each Seller hereby waive any and all rights to rescind, reform, cancel, terminate, revoke or void this Agreement or any of the transactions contemplated hereby; provided, however, each Party shall have the non-exclusive right to specific performance under Section 14.16 and other equitable remedies available at law or equity (including injunctive relief) for any breaches the breach or failure of the representations or warranties contained in Section 3 other than Fundamental Representations shall in no event exceed, in aggregate, $206,250Other Party to perform its obligations hereunder required to be performed after Closing.

Survival; Limitations. Subject to (a) The Parties hereto agree that (i) the limitations covenants and other provisions of agreements contained in this AgreementAgreement (including, without limitation, Section 10.1(c)) and any document delivered pursuant hereto and the representations and warranties contained herein in Sections 3.1, 3.2(a), 3.3, 3.11, 3.16, 3.18, 4.1, 4.2(a), 4.3 and 4.4 shall survive until ninety (90) days after the Closing expiration of all applicable statutes of limitation with respect to the subject matter thereof, (ii) the representations and warranties contained in Sections 3.2(b), 3.2(c), 3.10, 3.12, 3.13, 3.14, 3.19, 3.20, 3.22, 3.23 and 4.2(b) shall remain in full force and effect survive until the date that is 12 months from five (5) years following the Closing Date, provided that the (iii) all other representations and warranties shall survive until eighteen (18) months following the Closing Date (however to the extent that an indemnification claim for a breach of any of such other representations and warranties is based on a claim of fraud on the part of Seller set forth in Section 3.1 and/or the Indemnifying Stockholders, such representations and warranties shall be deemed to survive for a period of five (Corporate Organization), Section 3.2 (Authorization), Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency5) and Section 3.15 (No Brokers) (the foregoing collectively the “Fundamental Representations”) shall survive the Closing and shall remain in full force and effect until the date that is 18 months from years following the Closing Date), and nothing contained herein shall limit or restrict (iv) any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection with any action or indemnification claim based upon fraud. All covenants or other agreements contained in this Agreement to be performed or complied with prior to the Closing shall terminate upon the Closing. All other covenants or other agreements contained in this Agreement shall survive the Closing without limitation. Notwithstanding for a breach of the foregoing must be made in writing in accordance with the provisions of this Article 10 within the applicable survival period for the underlying representation, warranty or any provision herein to the contrary, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party prior to the covenant. The expiration date of the applicable survival period shall will not thereafter be barred by the extinguish an indemnification claim properly made prior to such expiration of such survival period and such claims shall survive until finally resolved, in accordance with this Article 10. (b) Seller Notwithstanding anything to the contrary set forth in this Article 10, in no event shall not be required Seller's and the Indemnifying Stockholders' obligation to indemnify the Seller Indemnified Persons pursuant to a claim or hold harmless claims for Damages pursuant to Section 10.1(a) (but not including any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any losses, liabilities, damages, claims or expenses under Section 7.1 (a) for any breaches of the representations or and warranties contained in Section 3 other than Fundamental Representations until 3.11, 3.16 or 3.18) made after the aggregate amount exceeds date which is thirty (30) months after the Closing Date exceed $41,250, after which Seller shall be obligated for 3,000,000.00 in the full amount of the losses, liabilities, damages, claims or expenses, (c) the cumulative indemnification obligations of Seller under Section 7.1(a) shall in no event exceed, in aggregate, $825,000, and (d) the cumulative indemnification obligations of Seller under Section 7.1(a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations shall in no event exceed, in aggregate, $206,250.