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 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 (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 (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 (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. (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 (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 (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 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 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 (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 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 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 (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 (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. 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 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. 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 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 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. 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).