Common use of Survival; Limitations Clause in Contracts

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

Survival; Limitations. (a) The representations and warranties of the Sellers, Holdco and the Buyer parties contained in or made pursuant to this Agreement will survive for a period ending shall be deemed to have been made on the 12-month anniversary of 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 “Expiration DateSurvival Period”); providedprovided that if on or prior to the expiration of the Survival Period, howevera 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 provided further that (i) the Expiration Date for any Claim relating to a breach of the representations and warranties set forth in contained in, Section 5.8 3.16 (‘Environmental Matters’), Section 3.19 (‘Taxes’) will be and Section 3.20 (‘Investment Representations’) shall survive until the expiration of the applicable statute of limitations; (ii) the Expiration Date for any Claim relating to a breach of the representations and warranties set forth in Article IV, Section 5.1 (Existence and Good Standing), Section 5.2 (Validity 42 and Enforceability), Section 5.3 (Capitalization of Holdco and Enginetics) and Section 5.22 (Brokers) (the “Excluded Representations”) limitations period plus 90 days and the representations and warranties contained in Section 5.15 Sections 3.2 (Compliance with Laws) as they relate ‘Authority Relative to the Foreign Corrupt Practices Act Agreement’), 3.21 (‘Brokers’), 4.2 (‘Authority Relative to the Agreement’) and in Section 5.19 4.8 (Environmental‘Brokers’) will be the third anniversary of the Closing Date and (iii) all covenants and agreements made by any Claim pending on any Expiration Date for party hereunder which a Claims Notice has been given in accordance with Section 10.4(a) on or before such Expiration Date may continue to be asserted and indemnified against until finally resolved. The covenants of the Sellers and the Buyer contained in this Agreement that are to be performed prior to the Closing will terminate on the 12-month anniversary of the Closing Date; provided, however, that the covenants of the Sellers and the Buyer contained in this Agreement that are to be performed at or after the Closing will Date shall survive without time limit, with the Closing 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 their termsthe foregoing provisions of this Section 9.1(a) (including as extended pursuant to the first proviso hereof). (b) Notwithstanding anything to Except for any Loss and Expense (as defined in Section 9.2) suffered by Buyer based on the contrary breach of any representation or warranty contained in this Article XSection 3.16 (‘Environmental Matters’), the Sellers will not have any liability pursuant to Sections 10.2(aSection 3.19 (‘Taxes’) and the Section 3.20 (‘Investment Representations’) or resulting from fraud or willful misconduct by Sellers or Mxxxxx Communications, Buyer and/or GateHouse Media shall not have liability 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 “Threshold”). Once the Threshold has been reached, Buyer and/or GateHouse Media shall be entitled to full indemnification from Sellers pursuant to Section 10.1 until 9.2(a) below for the aggregate amount of all such Losses sustained Loss and Expense suffered by the Indemnified Party (defined below) exceeds an amount equal to $350,000 (the “Deductible”)Buyer and/or GateHouse Media, in which case excess of the Indemnifying Party will be liable for all such Losses to Threshold. Notwithstanding the extent that such Losses exceed such amount, subject to any other limitations in this Section 10.3. For the avoidance of doubtforegoing, the Deductible Threshold shall not apply to claims any adjustments under Section 1.6, any Loss and Expense suffered by Buyer and GateHouse Media based on any breach of any representation or warranty contained in , Section 3.16 (‘Environmental Matters’), Section 3.19 (‘Taxes’) or Section 3.20 (‘Investment Representations’) or resulting from fraud or willful misconduct by Sellers or Mxxxxx Communications or to any indemnification claim related to covenants and agreements made pursuant by any party hereto which are to Section 10.2(c)be performed after the Closing Date. (c) Notwithstanding anything Sellers’ and Mxxxxx Communication’s maximum aggregate liability to Buyer and GateHouse Media for indemnification claims under Section 9.2(a) of this Agreement with respect to any Loss and Expense shall be $11.5 million (the contrary contained in this Article X, but subject to “Cap”); provided that the limitations in this Section 10.3, the Sellers will not have any liability pursuant to Sections 10.2(a) (other than for breaches of the Excluded Representations for which the following limitation will not apply) in excess of the Base Escrow Amount. For the avoidance of doubt, the foregoing limitation Cap shall not apply to any Loss and Expense suffered by Buyer and GateHouse Media based on any breach of any representation or warranty contained in Section 3.16 (‘Environmental Matters’), Section 3.19 (‘Taxes’) or Section 3.20 (‘Investment Representations’) or resulting from fraud or willful misconduct by Sellers or Mxxxxx Communications or 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 made pursuant paid to Section 10.2(c)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) Notwithstanding anything to the contrary contained in this Article X, but subject to the limitations in this Section 10.3, (i) the Sellers will not have any liability pursuant to Section 10.2(a) Except for breaches enforcement of the Excluded Representations Note or equitable remedies (including, without limitation, injunctive relief) and in an amount the absence of fraud, the parties hereto acknowledge and agree that exceeds 50% the sole and exclusive remedy of the Base Amount, (ii) no Seller will have any liability pursuant to Section 10.2(b) in an amount that exceeds 50% of the allocable portion of the Base Amount attributable to that Seller pursuant to this Agreement and (iii) the Sellers will not have any liability pursuant to Section 10.2(c) in an amount that exceeds the Base Amount and no Seller will have any liability pursuant to Section 10.2(c) in an amount that exceeds such Seller’s allocable portion of the Base Amount attributable to that Seller pursuant to this Agreement. (e) Notwithstanding any other provision of this Agreement, no Seller shall be liable for any indemnification obligation of any other Seller for a breach of the representations and warranties of such other Seller in Article IV, the breach by any other Seller of any covenant or agreement made solely by such other Seller or any fraud perpetrated by such other Seller. In addition to the other limitations set forth in this Section 10.3, no Seller shall be liable for any indemnification obligation pursuant to Section 10.2(a) or Section 10.2(c) in an amount greater than its Allocable Share of the Buyer’s Losses. (f) Notwithstanding anything to the contrary contained in this Agreement, but subject to the limitations in this Section 10.3, any obligations of the Sellers or any Seller to the Buyer hereunder (i) with respect to all claims other than claims pursuant to Section 10.2(c), will first be drawn against the Base Escrow Amount and if the Base Escrow Amount is reduced to zero, then each Seller shall be liable for its Allocable Share of all such remaining Losses, and (ii) with respect to all claims pursuant to Section 10.2(c), will first be drawn against the Special Escrow Amount and if the Special Escrow Amount is reduced to zero, then each Seller shall be liable for its Allocable Share of all such remaining Losses. If the Buyer is paid or distributed any portion of the Base Escrow Amount in satisfaction of Losses resulting from an inaccuracy or breach of the representations and warranties of any Seller contained in Article IV of this Agreement or a breach by a Seller of a covenant contained in this Agreement, the breaching Seller shall indemnify each non-breaching Seller in an amount equal to the product of (i) the portion of the Base Escrow Amount paid or distributed to the Buyer as a result of such breach or inaccuracy and (ii) the Allocable Share applicable to such non-breaching Seller; provided, that any such indemnity obligation by a breaching Seller shall in no event exceed 50% of the proceeds actually received by such Seller pursuant to this Agreement. In addition, if the Buyer is paid or distributed any portion of the Base Escrow Amount in satisfaction of Losses that would cause any Seller (indirectly through the satisfaction of Losses from the Base Escrow Amount) to be responsible for more than its Allocable Share of any indemnification claim (other than a claim resulting from an inaccuracy or breach of the representations and warranties of that Seller contained in Article IV of this Agreement or a breach by a Seller of a covenant contained in this Agreement) (an “Over Paying Seller”), then each other Seller who is held responsible (indirectly through the satisfaction of Losses from the Base Escrow Account) for less than its Allocable Share (an “Under Paying Seller”) shall indemnify the Over Paying Seller in an amount equal to the amount by which the Under Paying Seller’s Allocable Share of such Losses exceeds the amount for which the Under Paying Seller was held responsible (indirectly through the satisfaction of Losses from the Escrow Account) (such amount, the “True Up Amount”). The aggregate True Up Amount owing from any Under Paying Seller to any Over Paying Seller shall be determined at the earlier of (a) the time that any remaining funds representing the Base Escrow Amount in the Escrow Account are distributed to the Sellers and (b) the time that all funds representing the Base Escrow Amount in the Escrow Account are exhausted pursuant to indemnification claims. If clause (a) applies, then, to the extent possible, the remaining funds representing the Base Escrow Amount in the Escrow Account shall be allocated among the Sellers to satisfy all True Up Amounts. If clause (b) applies, or clause (a) applies but there are insufficient remaining funds representing the Base Escrow Amount in the Escrow Account to satisfy the True Up Amount of an Under Paying Seller, then that Under Paying Seller shall pay the Over Paying Seller that Under Paying Seller’s True Up Amount within ten Business Days after the aggregate True Up Amount owing from that Under Paying Seller to such Over Paying Seller is determined. (g) The Sellers’ and the Buyer’s right to indemnification pursuant to Section 10.1 and Section 10.2, respectively, will be reduced by the amount payable by a third party (including an insurance company), or paid by such third party to another for the account or benefit of the Sellers or the Buyerparties, as the case may be, from and after the Closing Date with respect to the settlement or resolution of a claim for which the Sellers or the Buyer, as the case may be, was entitled to indemnification hereunder. The Buyer shall promptly remit to the Sellers any insurance or other third party proceeds that are paid to the Buyer with respect to Losses for which the Buyer previously has been compensated pursuant to Section 10.2. (h) The Buyer’s right to indemnification pursuant to Section 10.2 on account of any Losses will be reduced by the net amount of the Tax benefits actually realized by the Buyer or its Affiliates by reason of such Loss (including any Tax benefit arising in subsequent taxable years); provided, however that any deductions or credits resulting from such Losses shall be treated as the first deductions or credits taken on any Tax Return. The Buyer shall use commercially reasonable efforts to claim and realize such Tax benefits in the earliest Tax year allowable by applicable Law. To the extent that any such Tax benefit is actually realized in a subsequent year, the Buyer Expense whatsoever and Holdco shall make a payment to each Seller equal to that Seller’s Allocable Portion of the amount of such Tax benefit. (i) Neither the Buyer nor the Sellers are entitled to indemnification for lost profits, diminution in value, multiples of earnings, punitive damages, indirect damages, incidental damages, consequential damages, exemplary damages, special damages or similar damages. (j) The Buyer, absent fraud or misrepresentation by the Sellers, is not entitled to indemnification pursuant to Section 10.2 to the extent that such matter was included in the Net Working Capital calculation or the calculation of the Final Purchase Price. (k) The Buyer’s right to indemnification pursuant to Section 10.2 on account of any Losses will be reduced by the amount of any reserve reflected on Holdco’s consolidated books and records as of the Closing Date established for the general category of items or matters similar in nature to the specific items or matters giving rise to such Loss or to the extent that such matter was included in the Net Working Capital calculation or the calculation of the Final Purchase Price. (l) The Buyer’s right to indemnification pursuant to Section 10.2(c) on account of any Losses relating to matters set forth on Schedule 10.2(c) shall not be subject to any deductible and shall be paid by the Sellers from the first dollar; provided, however that the Special Escrow Amount shall first be used to pay any and all defense costs claims for breach or liability under this Agreement or any of the transactions contemplated hereby shall be solely in accordance with, and expenses associated with limited by, the litigation described in clause (ii) of Schedule 10.2(c). The Buyer’s right to indemnification pursuant to Section 10.2(c) on account of any Losses relating to matters provisions set forth on Schedule 10.2(c) shall be capped at the Base Amountin this Agreement.

Survival; Limitations. (a) The Subject to subsection (b) below, the parties agree that Seller's warranties and representations and warranties contained in Sections 4.1 of this Agreement shall survive Buyer's purchase of the Sellers, Holdco Properties and the Buyer contained in this Agreement will survive Closing Date for a period ending on the 12-month anniversary of one year following the Closing Date (the “Expiration Date”"Limitation Period"); provided, however, that (i) the Expiration Date for any Claim relating to a breach . Such termination as of the representations close of the Limitation Period shall apply to known as well as unknown breaches of such warranties or representations. Subject to subsection (b) below, Buyer's waiver and warranties release set forth in Section 5.8 2.4 shall apply fully to liabilities under such representations and warranties not set forth in a Claim Notice as described below. Buyer specifically acknowledges that such termination of liability represents a material element of the consideration to Seller. (Taxesb) will Any claim of Buyer based upon a breach of any representation or warranty or covenant or a claim under any indemnity contained in this Agreement or any representation, warranty, covenant or indemnity contained in any other document or instrument delivered by Seller to Buyer at Closing (collectively a "Breach") shall be expressed, if at all, in writing setting forth in reasonable detail the basis and character of the claim (a "Claim Notice"), and must be delivered to Seller prior to the expiration of the applicable statute of limitations; (ii) Limitation Period. Notwithstanding the Expiration Date for foregoing, Buyer's right to make and recover any Claim relating claim pursuant to a breach of the representations and warranties set forth in Article IV, Section 5.1 (Existence and Good Standing), Section 5.2 (Validity 42 and Enforceability), Section 5.3 (Capitalization of Holdco and Enginetics) and Section 5.22 (Brokers) (the “Excluded Representations”) and the representations and warranties in Section 5.15 (Compliance with Laws) as they relate to the Foreign Corrupt Practices Act and in Section 5.19 (Environmental) will Claim Notice shall be the third anniversary of the Closing Date and (iii) any Claim pending on any Expiration Date for which a Claims Notice has been given in accordance with Section 10.4(a) on or before such Expiration Date may continue to be asserted and indemnified against until finally resolved. The covenants of the Sellers and the Buyer contained in this Agreement that are to be performed prior to the Closing will terminate on the 12-month anniversary of the Closing Date; provided, however, that the covenants of the Sellers and the Buyer contained in this Agreement that are to be performed at or after the Closing will survive the Closing in accordance with their terms. (b) Notwithstanding anything to the contrary contained in this Article X, the Sellers will not have any liability pursuant to Sections 10.2(a) and the Buyer shall not have liability pursuant to Section 10.1 until the aggregate amount of all such Losses sustained by the Indemnified Party (defined below) exceeds an amount equal to $350,000 (the “Deductible”), in which case the Indemnifying Party will be liable for all such Losses to the extent that such Losses exceed such amount, subject to any other limitations in this Section 10.3. For the avoidance of doubt, the Deductible shall not apply to claims made pursuant to Section 10.2(c). (c) Notwithstanding anything to the contrary contained in this Article X, but subject to the limitations in this Section 10.3, the Sellers will not have any liability pursuant to Sections 10.2(a) (other than for breaches of the Excluded Representations for which the following limitation will not apply) in excess of the Base Escrow Amount. For the avoidance of doubt, the foregoing limitation shall not apply to any claims made pursuant to Section 10.2(c). (d) Notwithstanding anything to the contrary contained in this Article X, but subject to the limitations in this Section 10.3, (i) the Sellers will not have any liability pursuant to Section 10.2(a) for breaches of the Excluded Representations in an amount that exceeds 50% of the Base Amount, (ii) no Seller will have any liability pursuant to Section 10.2(b) in an amount that exceeds 50% of the allocable portion of the Base Amount attributable to that Seller pursuant to this Agreement and (iii) the Sellers will not have any liability pursuant to Section 10.2(c) in an amount that exceeds the Base Amount and no Seller will have any liability pursuant to Section 10.2(c) in an amount that exceeds such Seller’s allocable portion of the Base Amount attributable to that Seller pursuant to this Agreement. (e) Notwithstanding any other provision of this Agreement, no Seller shall be liable for any indemnification obligation of any other Seller for a breach of the representations and warranties of such other Seller in Article IV, the breach by any other Seller of any covenant or agreement made solely by such other Seller or any fraud perpetrated by such other Seller. In addition to the other limitations set forth in this Section 10.3, no Seller shall be liable for any indemnification obligation pursuant to Section 10.2(a) or Section 10.2(c) in an amount greater than its Allocable Share of the Buyer’s Losses. (f) Notwithstanding anything to the contrary contained in this Agreement, but subject to the limitations in this Section 10.3, any obligations of the Sellers or any Seller to the Buyer hereunder following: (i) with respect to all claims other than claims pursuant to Section 10.2(c), will first be drawn against the Base Escrow Amount and if the Base Escrow Amount is reduced to zero, then each Seller shall be liable for its Allocable Share a Breach of all such remaining Losses, and (ii) with respect to all claims pursuant to Section 10.2(c), will first be drawn against the Special Escrow Amount and if the Special Escrow Amount is reduced to zero, then each Seller shall be liable for its Allocable Share of all such remaining Losses. If the Buyer is paid or distributed any portion of the Base Escrow Amount in satisfaction of Losses resulting from an inaccuracy or breach of the Seller's representations and warranties of any Seller contained in Article IV of this Agreement or a breach by a Seller of a covenant Breach under an indemnity contained in this Agreementthe Assignment of Intangibles or the Assignment of Leases (as such terms are defined in Section 6.1(a) below), Buyer shall not make any claim on account of such Breach unless and until the breaching Seller shall indemnify each non-breaching Seller in an amount equal aggregate measure of such claims with respect to the product of (i) the portion of the Base Escrow Amount paid or distributed Property exceeds $500,000, in which event Buyer's claims shall be limited to the Buyer as a result of such breach or inaccuracy and (ii) the Allocable Share applicable to such non-breaching Seller; provided, that any such indemnity obligation by a breaching Seller shall in no event exceed 50% of the proceeds actually received by such Seller pursuant to this Agreement. In addition, if the Buyer is paid or distributed any portion of the Base Escrow Amount in satisfaction of Losses that would cause any Seller (indirectly through the satisfaction of Losses from the Base Escrow Amount) to be responsible for more than its Allocable Share of any indemnification claim (other than a claim resulting from an inaccuracy or breach of the representations and warranties of that Seller contained in Article IV of this Agreement or a breach by a Seller of a covenant contained in this Agreement) (an “Over Paying Seller”), then each other Seller who is held responsible (indirectly through the satisfaction of Losses from the Base Escrow Account) for less than its Allocable Share (an “Under Paying Seller”) shall indemnify the Over Paying Seller in an amount equal to the amount by which the Under Paying such aggregate claims exceed such $500,000 threshold and (ii) Seller’s Allocable Share 's aggregate liability for claims arising out of such Losses exceeds the amount for which the Under Paying Seller was held responsible all Breaches (indirectly through the satisfaction of Losses from the Escrow Accounti.e., those described in clause (i) (such amountabove as well as all other Breaches) shall not, the “True Up Amount”). The aggregate True Up Amount owing from any Under Paying Seller to any Over Paying Seller shall be determined at the earlier of (a) the time that any remaining funds representing the Base Escrow Amount in the Escrow Account aggregate, exceed $5,000,000.00 exclusive of the amounts of any insurance proceeds actually received by Seller which are distributed to the Sellers be applied to Breaches, and (biii) the time that all funds representing the Base Escrow Amount in the Escrow Account are exhausted pursuant to indemnification claims. If clause (a) applies, then, to the extent possible, the remaining funds representing the Base Escrow Amount in the Escrow Account Buyer shall be allocated among the Sellers to satisfy all True Up Amounts. If clause (b) applies, or clause (a) applies but there are insufficient remaining funds representing the Base Escrow Amount in the Escrow Account to satisfy the True Up Amount of an Under Paying Seller, then that Under Paying Seller shall pay the Over Paying Seller that Under Paying Seller’s True Up Amount within ten Business Days after the aggregate True Up Amount owing from that Under Paying Seller to such Over Paying Seller is determined. (g) The Sellers’ and the Buyer’s have no right to indemnification pursuant to Section 10.1 and Section 10.2, respectively, will be reduced by the amount payable by deliver a third party (including an insurance company), or paid by such third party to another for the account or benefit of the Sellers or the Buyer, as the case may be, Claim Notice with respect to the settlement or resolution a Breach of a claim for which the Sellers or the Buyer, as the case may be, was entitled to indemnification hereunder. The Buyer shall promptly remit to the Sellers any insurance or other third party proceeds that are paid to the Buyer with respect to Losses for which the Buyer previously has been compensated pursuant to Section 10.2. (h) The Buyer’s right to indemnification pursuant to Section 10.2 on account representation and warranty of any Losses will be reduced by the net amount of the Tax benefits actually realized by the Buyer or its Affiliates by reason of such Loss (including any Tax benefit arising Seller contained in subsequent taxable years); provided, however that any deductions or credits resulting from such Losses shall be treated as the first deductions or credits taken on any Tax Return. The Buyer shall use commercially reasonable efforts to claim and realize such Tax benefits in the earliest Tax year allowable by applicable Law. To the extent that any such Tax benefit is actually realized in a subsequent year, the Buyer and Holdco shall make a payment to each Seller equal to that Seller’s Allocable Portion of the amount of such Tax benefit. (i) Neither the Buyer nor the Sellers are entitled to indemnification for lost profits, diminution in value, multiples of earnings, punitive damages, indirect damages, incidental damages, consequential damages, exemplary damages, special damages or similar damages. (j) The Buyer, absent fraud or misrepresentation by the Sellers, is not entitled to indemnification pursuant to Section 10.2 this Agreement to the extent that Buyer had knowledge of such matter was included in the Net Working Capital calculation or the calculation of the Final Purchase Price. (k) The Buyer’s right to indemnification pursuant to Section 10.2 on account of any Losses will be reduced by the amount of any reserve reflected on Holdco’s consolidated books and records Breach as of the Closing Date established for the general category of items or matters similar in nature Date. Notwithstanding anything to the specific items contrary provided in this Agreement, in no event shall Seller be liable to Buyer for any consequential or matters giving rise punitive damages based upon any breach of this Agreement, including breaches of representation or warranty. Subject to applicable principles of fraudulent conveyance, in no event shall Buyer seek satisfaction for any obligation from any shareholders, officers, directors, employees, agents, legal representatives, successors or assigns of such Loss trustees or to beneficiaries, nor shall any such person or entity have any personal liability for any such obligations of Seller. Provided, however, that the extent that such matter was included limitations set forth in this Section 4.4(b) shall not apply in the Net Working Capital calculation or the calculation event of the Final Purchase Pricefraud. (lc) Seller shall have a period of 30 days within which to cure a Breach for which a Claim Notice has been received, or, if such Breach cannot reasonably be cured within 30 days, an additional reasonable time period of up to an additional 60 days (for a total of 90 days), so long as such cure has been commenced within such 30 days and is at all times diligently pursued. If the Breach is not cured after actual written notice and within such cure period, Buyer's sole remedy shall be an action at law for damages against Seller, which must be commenced with respect to a Breach of a representation or warranty contained in this Agreement or a Breach of a covenant contained in Section 4.2 hereof, if at all, within fifteen (15) months after the Closing Date. The Buyer’s right to indemnification pursuant to Section 10.2(c) on account existence or pendency of any Losses relating to matters set forth on Schedule 10.2(c) such cure rights shall not be subject to any deductible and shall be paid by delay the Sellers from the first dollar; provided, however that the Special Escrow Amount shall first be used to pay any and all defense costs and expenses associated with the litigation described in clause (ii) of Schedule 10.2(c)Closing Date. The Buyer’s right to indemnification pursuant to provisions of this Section 10.2(c) on account 4.4 shall survive the Closing or any termination of any Losses relating to matters set forth on Schedule 10.2(c) shall be capped at the Base Amountthis Agreement.

Survival; Limitations. (a) The representations and warranties of the Sellers, Holdco and the Buyer parties contained in or made pursuant to this Agreement will survive for a period ending shall be deemed to have been made on the 12-month anniversary of date hereof and on the Closing Date, shall survive the Closing Date and shall remain operative and in full force and effect for the period ending May 7, 2008 (the “Expiration DateSurvival Period”); providedprovided that if on or prior to the expiration of the Survival Period, howevera 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 provided further that (i) the Expiration Date for any Claim relating to a breach of the representations and warranties set forth contained in Section 5.8 3.17 (‘Environmental Matters’), 3.18 (‘Circulation’) and Section 3.20 (‘Taxes’) will be shall survive until the expiration of the applicable statute of limitations; (ii) the Expiration Date for any Claim relating to a breach of the representations and warranties set forth in Article IV, Section 5.1 (Existence and Good Standing), Section 5.2 (Validity 42 and Enforceability), Section 5.3 (Capitalization of Holdco and Enginetics) and Section 5.22 (Brokers) (the “Excluded Representations”) limitations period plus 90 days and the representations and warranties in Section 5.15 (Compliance with Laws) as they relate to the Foreign Corrupt Practices Act and in Section 5.19 (Environmental) will be the third anniversary of the Closing Date and (iii) any Claim pending on any Expiration Date for which a Claims Notice has been given in accordance with Section 10.4(a) on or before such Expiration Date may continue to be asserted and indemnified against until finally resolved. The covenants of the Sellers and the Buyer contained in this Agreement that 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 prior to the Closing will terminate on the 12-month anniversary of the Closing Date; provided, however, that the covenants of the Sellers and the Buyer contained in this Agreement that are to be performed at or after the Closing will Date shall survive without time limit, with the Closing 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 their termsthe foregoing provisions of this Section 9.1(a) (including as extended pursuant to the first proviso hereof). (b) Notwithstanding anything to Except for any Loss and Expense suffered by Buyer based on the contrary breach of any representation or warranty contained in this Article XSection 3.17 (‘Environmental Matters’), the Sellers will not have any liability pursuant to Sections 10.2(aSection 3.18 (‘Circulation’) and the Section 3.20 (‘Taxes’) or resulting from fraud or willful misconduct by Sellers, Buyer shall not have liability be entitled to indemnification under this Agreement for any indemnification claim under Section 9.2(a) until the 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 10.1 until 9.2(a) below for the aggregate amount of Loss and Expense suffered by Buyer, including any and all such Losses sustained by claims which individually or in the Indemnified Party (defined below) exceeds an amount equal to $350,000 (aggregate did not reach the “Deductible”), in which case Threshold. Notwithstanding the Indemnifying Party will be liable for all such Losses to the extent that such Losses exceed such amount, subject to any other limitations in this Section 10.3. For the avoidance of doubtforegoing, the Deductible Threshold shall not apply to claims any adjustments under Section 1.6, any Loss and Expense suffered by Buyer based on any breach of any representation or warranty contained in Section 3.17 (‘Environmental Matters’) or Section 3.20 (‘Taxes’) or resulting from fraud or willful misconduct by Sellers or to any indemnification claim related to covenants and agreements made pursuant by any party hereto which are to Section 10.2(c)be performed after the Closing Date. (c) Notwithstanding anything Sellers’ maximum aggregate liability to Buyer for indemnification claims under Section 9.2(a) of this Agreement with respect to any Loss and Expense shall be $7.7 million (the contrary contained in this Article X, but subject to “Cap”); provided that the limitations in this Section 10.3, the Sellers will not have any liability pursuant to Sections 10.2(a) (other than for breaches of the Excluded Representations for which the following limitation will not apply) in excess of the Base Escrow Amount. For the avoidance of doubt, the foregoing limitation Cap shall not apply to any Loss and Expense suffered by Buyer based on any breach of any representation or warranty contained in Section 3.17 (‘Environmental Matters’), Section 3.18 (‘Circulation’) or resulting from fraud or willful misconduct by Sellers or any covenants and agreements made by any party hereto which are to be performed after the Closing Date. Except with regard to compensation for claims made pursuant paid to Section 10.2(c)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) Notwithstanding anything to Except for equitable remedies (including, without limitation, injunctive relief) and in the contrary contained in this Article X, but subject to the limitations in this Section 10.3, (i) the Sellers will not have any liability pursuant to Section 10.2(a) for breaches absence of the Excluded Representations in an amount that exceeds 50% of the Base Amount, (ii) no Seller will have any liability pursuant to Section 10.2(b) in an amount that exceeds 50% of the allocable portion of the Base Amount attributable to that Seller pursuant to this Agreement and (iii) the Sellers will not have any liability pursuant to Section 10.2(c) in an amount that exceeds the Base Amount and no Seller will have any liability pursuant to Section 10.2(c) in an amount that exceeds such Seller’s allocable portion of the Base Amount attributable to that Seller pursuant to this Agreement. (e) Notwithstanding any other provision of this Agreement, no Seller shall be liable for any indemnification obligation of any other Seller for a breach of the representations and warranties of such other Seller in Article IVfraud, the breach by any other Seller parties hereto acknowledge and agree that the sole and exclusive remedy of any covenant or agreement made solely by such other Seller or any fraud perpetrated by such other Buyer and Seller. In addition to the other limitations set forth in this Section 10.3, no Seller shall be liable for any indemnification obligation pursuant to Section 10.2(a) or Section 10.2(c) in an amount greater than its Allocable Share of the Buyer’s Losses. (f) Notwithstanding anything to the contrary contained in this Agreement, but subject to the limitations in this Section 10.3, any obligations of the Sellers or any Seller to the Buyer hereunder (i) with respect to all claims other than claims pursuant to Section 10.2(c), will first be drawn against the Base Escrow Amount and if the Base Escrow Amount is reduced to zero, then each Seller shall be liable for its Allocable Share of all such remaining Losses, and (ii) with respect to all claims pursuant to Section 10.2(c), will first be drawn against the Special Escrow Amount and if the Special Escrow Amount is reduced to zero, then each Seller shall be liable for its Allocable Share of all such remaining Losses. If the Buyer is paid or distributed any portion of the Base Escrow Amount in satisfaction of Losses resulting from an inaccuracy or breach of the representations and warranties of any Seller contained in Article IV of this Agreement or a breach by a Seller of a covenant contained in this Agreement, the breaching Seller shall indemnify each non-breaching Seller in an amount equal to the product of (i) the portion of the Base Escrow Amount paid or distributed to the Buyer as a result of such breach or inaccuracy and (ii) the Allocable Share applicable to such non-breaching Seller; provided, that any such indemnity obligation by a breaching Seller shall in no event exceed 50% of the proceeds actually received by such Seller pursuant to this Agreement. In addition, if the Buyer is paid or distributed any portion of the Base Escrow Amount in satisfaction of Losses that would cause any Seller (indirectly through the satisfaction of Losses from the Base Escrow Amount) to be responsible for more than its Allocable Share of any indemnification claim (other than a claim resulting from an inaccuracy or breach of the representations and warranties of that Seller contained in Article IV of this Agreement or a breach by a Seller of a covenant contained in this Agreement) (an “Over Paying Seller”), then each other Seller who is held responsible (indirectly through the satisfaction of Losses from the Base Escrow Account) for less than its Allocable Share (an “Under Paying Seller”) shall indemnify the Over Paying Seller in an amount equal to the amount by which the Under Paying Seller’s Allocable Share of such Losses exceeds the amount for which the Under Paying Seller was held responsible (indirectly through the satisfaction of Losses from the Escrow Account) (such amount, the “True Up Amount”). The aggregate True Up Amount owing from any Under Paying Seller to any Over Paying Seller shall be determined at the earlier of (a) the time that any remaining funds representing the Base Escrow Amount in the Escrow Account are distributed to the Sellers and (b) the time that all funds representing the Base Escrow Amount in the Escrow Account are exhausted pursuant to indemnification claims. If clause (a) applies, then, to the extent possible, the remaining funds representing the Base Escrow Amount in the Escrow Account shall be allocated among the Sellers to satisfy all True Up Amounts. If clause (b) applies, or clause (a) applies but there are insufficient remaining funds representing the Base Escrow Amount in the Escrow Account to satisfy the True Up Amount of an Under Paying Seller, then that Under Paying Seller shall pay the Over Paying Seller that Under Paying Seller’s True Up Amount within ten Business Days after the aggregate True Up Amount owing from that Under Paying Seller to such Over Paying Seller is determined. (g) The Sellers’ and the Buyer’s right to indemnification pursuant to Section 10.1 and Section 10.2, respectively, will be reduced by the amount payable by a third party (including an insurance company), or paid by such third party to another for the account or benefit of the Sellers or the Buyer, as the case may be, from and after the Closing Date with respect to the settlement or resolution of a claim for which the Sellers or the Buyer, as the case may be, was entitled to indemnification hereunder. The Buyer shall promptly remit to the Sellers any insurance or other third party proceeds that are paid to the Buyer with respect to Losses for which the Buyer previously has been compensated pursuant to Section 10.2. (h) The Buyer’s right to indemnification pursuant to Section 10.2 on account of any Losses will be reduced by the net amount of the Tax benefits actually realized by the Buyer or its Affiliates by reason of such Loss (including any Tax benefit arising in subsequent taxable years); provided, however that any deductions or credits resulting from such Losses shall be treated as the first deductions or credits taken on any Tax Return. The Buyer shall use commercially reasonable efforts to claim and realize such Tax benefits in the earliest Tax year allowable by applicable Law. To the extent that any such Tax benefit is actually realized in a subsequent year, the Buyer Expense whatsoever and Holdco shall make a payment to each Seller equal to that Seller’s Allocable Portion of the amount of such Tax benefit. (i) Neither the Buyer nor the Sellers are entitled to indemnification for lost profits, diminution in value, multiples of earnings, punitive damages, indirect damages, incidental damages, consequential damages, exemplary damages, special damages or similar damages. (j) The Buyer, absent fraud or misrepresentation by the Sellers, is not entitled to indemnification pursuant to Section 10.2 to the extent that such matter was included in the Net Working Capital calculation or the calculation of the Final Purchase Price. (k) The Buyer’s right to indemnification pursuant to Section 10.2 on account of any Losses will be reduced by the amount of any reserve reflected on Holdco’s consolidated books and records as of the Closing Date established for the general category of items or matters similar in nature to the specific items or matters giving rise to such Loss or to the extent that such matter was included in the Net Working Capital calculation or the calculation of the Final Purchase Price. (l) The Buyer’s right to indemnification pursuant to Section 10.2(c) on account of any Losses relating to matters set forth on Schedule 10.2(c) shall not be subject to any deductible and shall be paid by the Sellers from the first dollar; provided, however that the Special Escrow Amount shall first be used to pay any and all defense costs claims for breach or liability under this Agreement or any of the transactions contemplated hereby shall be solely in accordance with, and expenses associated with limited by, the litigation described in clause (ii) of Schedule 10.2(c). The Buyer’s right to indemnification pursuant to Section 10.2(c) on account of any Losses relating to matters provisions set forth on Schedule 10.2(c) shall be capped at the Base Amountin this Article IX.

Survival; Limitations. Notwithstanding anything else in this Agreement or any Additional Transfer Document or Ancillary Agreement to the contrary: (ai) The Except as set forth in Section 9.14(C)(vi), the representations and warranties of the Sellers, Holdco Seller and the Buyer contained in Purchaser, respectively, under this Agreement will and any Additional Transfer Document or Ancillary Agreement, and any indemnification obligations -56- arising therefrom, shall survive for a period ending the Closing and shall expire and terminate on the 12-month anniversary of date which is 18 months following the Closing Date (the “Expiration Date”); providedPROVIDED, howeverHOWEVER, that (i) the Expiration Date for any Claim relating to a breach of the representations and warranties set forth in Section 5.8 (Taxes) will be the expiration of the applicable statute of limitations; (ii) the Expiration Date for any Claim relating to a breach of the representations and warranties set forth in Article IV, Section 5.1 (Existence and Good Standing), Section 5.2 (Validity 42 and Enforceability), Section 5.3 (Capitalization of Holdco and Enginetics) and Section 5.22 (Brokers) (the “Excluded Representations”) and the Sellers' representations and warranties in Section 5.15 (Compliance with Laws) as they relate to 3.1(B)(ii), and the Foreign Corrupt Practices Act Purchaser's representations and warranties in Section 5.19 (Environmental) will be 4.1(B)(ii), shall expire and terminate upon the third anniversary of the Closing Date and (iii) any Claim pending on any Expiration Date for which a Claims Notice has been given in accordance with Section 10.4(a) on or before such Expiration Date may continue to be asserted and indemnified against until finally resolvedClosing. The covenants of the Sellers and the Buyer contained in this Agreement that are to be performed prior to the Closing will terminate on the 12-month anniversary of the Closing Date; provided, however, that the covenants of the Sellers and the Buyer contained in this Agreement that are to be performed at or after the Closing will survive the Closing parties shall expire in accordance with their terms. (b) Notwithstanding anything to the contrary contained in this Article X, the Sellers will not have any liability pursuant to Sections 10.2(a) and the Buyer shall not have liability pursuant to Section 10.1 until the aggregate amount of all such Losses sustained by the Indemnified Party (defined below) exceeds an amount equal to $350,000 (the “Deductible”), in which case the Indemnifying Party will be liable for all such Losses to the extent that such Losses exceed such amount, subject to any other limitations in this Section 10.3. For the avoidance of doubt, the Deductible shall not apply to claims made pursuant to Section 10.2(c). (c) Notwithstanding anything to the contrary contained in this Article X, but subject to the limitations in this Section 10.3, the Sellers will not have any liability pursuant to Sections 10.2(a) (other than for breaches of the Excluded Representations for which the following limitation will not apply) in excess of the Base Escrow Amount. For the avoidance of doubt, the foregoing limitation shall not apply to any claims made pursuant to Section 10.2(c). (d) Notwithstanding anything to the contrary contained in this Article X, but subject to the limitations in this Section 10.3, (i) the Sellers will not have any liability pursuant to Section 10.2(a) for breaches of the Excluded Representations in an amount that exceeds 50% of the Base Amount, (ii) no Seller will have any liability pursuant to Section 10.2(b) in an amount that exceeds 50% of the allocable portion of the Base Amount attributable to that Seller pursuant to this Agreement and (iii) the Sellers will not have any liability pursuant to Section 10.2(c) in an amount that exceeds the Base Amount and no Seller will have any liability pursuant to Section 10.2(c) in an amount that exceeds such Seller’s allocable portion of the Base Amount attributable to that Seller pursuant to this Agreement. (e) Notwithstanding any other provision of this Agreement, no Seller shall be liable for any indemnification obligation of any other Seller for a breach of the representations and warranties of such other Seller in Article IV, the breach by any other Seller of any covenant or agreement made solely by such other Seller or any fraud perpetrated by such other Seller. In addition to the other limitations set forth in this Section 10.3, no Seller shall be liable for any indemnification obligation pursuant to Section 10.2(a) or Section 10.2(c) in an amount greater than its Allocable Share of the Buyer’s Losses. (f) Notwithstanding anything to the contrary contained in this Agreement, but subject to the limitations in this Section 10.3, any obligations of the Sellers Purchaser or any Seller the Seller, respectively, on account of the Special Indemnification Obligations (as defined in Section 9.14(C)(ii), below) shall continue in full force and effect following Closing (provided that the time limit applicable to the Buyer hereunder (i) with respect to all claims other than claims pursuant indemnification obligations relating to Section 10.2(c3.1(N), will first be drawn against the Base Escrow Amount Sellers' Tax Payment Covenant, the Purchaser's Tax Payment Covenant and if the Base Escrow Amount is reduced to zero, then each Seller shall be liable for its Allocable Share of all such remaining Losses, and (ii) with respect to all claims pursuant to Section 10.2(c), will first be drawn against the Special Escrow Amount and if the Special Escrow Amount is reduced to zero, then each Seller shall be liable for its Allocable Share of all such remaining Losses. If the Buyer is paid or distributed any portion of the Base Escrow Amount in satisfaction of Losses resulting from an inaccuracy or breach of the representations and warranties of any Seller contained in Article IV of this Agreement or a breach by a Seller of a covenant contained in this the UK Business Transfer Agreement, the breaching Seller shall indemnify each non-breaching Seller in an amount equal to the product of (i) the portion of the Base Escrow Amount paid or distributed to the Buyer as a result of such breach or inaccuracy and (ii) the Allocable Share applicable to such non-breaching Seller; provided, that any such indemnity obligation by a breaching Seller shall in no event exceed 50% of the proceeds actually received by such Seller pursuant to this Agreement. In addition, if the Buyer is paid or distributed any portion of the Base Escrow Amount in satisfaction of Losses that would cause any Seller (indirectly through the satisfaction of Losses from the Base Escrow Amount) to be responsible for more than its Allocable Share of any indemnification claim (other than a claim resulting from an inaccuracy or breach of the representations and warranties of that Seller contained in Article IV of this Agreement or a breach by a Seller of a covenant contained in this Agreement) (an “Over Paying Seller”), then each other Seller who is held responsible (indirectly through the satisfaction of Losses from the Base Escrow Account) for less than its Allocable Share (an “Under Paying Seller”) shall indemnify the Over Paying Seller in an amount equal to the amount by which the Under Paying Seller’s Allocable Share of such Losses exceeds the amount for which the Under Paying Seller was held responsible (indirectly through the satisfaction of Losses from the Escrow Account) (such amount, the “True Up Amount”). The aggregate True Up Amount owing from any Under Paying Seller to any Over Paying Seller shall be determined at the earlier of (a) the time that any remaining funds representing the Base Escrow Amount in the Escrow Account are distributed to the Sellers and (b) the time that all funds representing the Base Escrow Amount in the Escrow Account are exhausted pursuant to indemnification claims. If clause (a) applies, then, to the extent possible, the remaining funds representing the Base Escrow Amount in the Escrow Account shall be allocated among the Sellers to satisfy all True Up Amounts. If clause (b) applies, or clause (a) applies but there are insufficient remaining funds representing the Base Escrow Amount in the Escrow Account to satisfy the True Up Amount of an Under Paying Seller, then that Under Paying Seller shall pay the Over Paying Seller that Under Paying Seller’s True Up Amount within ten Business Days after the aggregate True Up Amount owing from that Under Paying Seller to such Over Paying Seller is determined. (g) The Sellers’ and the Buyer’s right to indemnification pursuant to Section 10.1 and Section 10.2, respectively, will be reduced by the amount payable by a third party (including an insurance company), or paid by such third party to another for the account or benefit of the Sellers or the Buyer, as the case may be, shall be as set forth in Section 9.14(C)(vi)), in each case subject to the other limitations of this Section 9.14. (ii) The Sellers shall not have any indemnification obligations under Section 9.14(A) or otherwise under this Agreement, and the Purchaser shall not have any indemnification obligations under Section 9.14(B) or otherwise under this Agreement: (a) except to the full extent that the Purchaser's Losses, or the Sellers' Losses, respectively, with respect to any individual claim or any related claims arising from the settlement same or resolution substantially similar factual circumstances, exceed $15,000 (a "MATERIAL CLAIM"), in which event such indemnification shall be required to the extent of a claim for which the Sellers such Purchaser's Losses or the BuyerSellers' Losses, as the case may berespectively, was entitled to indemnification hereunder. The Buyer shall promptly remit including such $15,000 amount (subject also to the Sellers any insurance or other third party proceeds that are paid limitations provided in succeeding clauses (b) and (c) of this Section 9.14(C)(ii)); (b) except to the Buyer extent that the Purchaser's Losses, or the Sellers' Losses, respectively, with respect to Losses for all such Material Claims in the aggregate exceed $500,000 (the "INDEMNIFICATION THRESHOLD"), in which event such indemnification shall be required only to the Buyer previously has been compensated pursuant to Section 10.2. (h) The Buyer’s right to indemnification pursuant to Section 10.2 on account of any Losses will be reduced by the net amount full extent of the Tax benefits actually realized by Purchaser's Losses or the Buyer Sellers' Losses, respectively, in excess of the Indemnification Threshold (subject also to the preceding clause (a) and the succeeding clause (c) of this Section 9.14(C)(ii)); and (c) to the extent that the Purchaser's Losses in the aggregate, or its Affiliates by reason the Sellers' Losses in the aggregate, respectively, exceed $15,000,000 (the "CAP"), in which event such indemnification shall be required only to the extent of such Loss the Purchaser's Losses or the Sellers' Losses, respectively, below the Cap (including any Tax benefit arising in subsequent taxable yearssubject also to the preceding clauses (a) and (b) of this Section 9.14(C)(ii)); provided, however that any deductions or credits resulting from such Losses neither the limitation to Material Claims set forth in clause (a), above, nor the Basket nor the Cap, shall be treated as the first deductions or credits taken on any Tax Return. The Buyer shall use commercially reasonable efforts to claim and realize such Tax benefits in the earliest Tax year allowable by applicable Law. To the extent that any such Tax benefit is actually realized in a subsequent year, the Buyer and Holdco shall make a payment to each Seller equal to that Seller’s Allocable Portion of the amount of such Tax benefit.apply to: (i1) Neither the Buyer nor Seller's indemnification obligations with respect to the Sellers are entitled to indemnification for lost profits, diminution in value, multiples of earnings, punitive damages, indirect damages, incidental damages, consequential damages, exemplary damages, special damages or similar damages. (j) The Buyer, absent fraud or misrepresentation by the Sellers, is not entitled to indemnification Dorset Environmental Matter pursuant to Section 10.2 9.14(A)(2); (2) the Sellers' Consent Indemnification, if applicable under Section 6.4; (3) the Sellers' indemnification obligations with respect to the extent that such matter was included in the Net Working Capital calculation or the calculation of the Final Purchase Price. (k) The Buyer’s right to indemnification Keystone Plans pursuant to Section 10.2 on account of any Losses will be reduced by the amount of any reserve reflected on Holdco’s consolidated books and records as of the Closing Date established for the general category of items or matters similar in nature to the specific items or matters giving rise to such Loss or to the extent that such matter was included in the Net Working Capital calculation or the calculation of the Final Purchase Price.9.14(A)(3); (l4) The Buyer’s right to the Sellers' indemnification obligations pursuant to Section 10.2(c9.14(A)(4), Section 9.14(A)(5) on account of any Losses relating and Section 9.14(A)(6); (5) the Sellers' indemnification obligations with respect to matters set forth on Schedule 10.2(cits covenants or agreements in Section 5.2(P) shall not be subject and Section 5.4(B), (6) the Sellers' indemnification obligations with respect to any deductible its covenants or agreements in Section 5.6(E), Section 5.6(F) and shall be paid by Section 5.6(G); (7) the Sellers from Purchaser's indemnification obligations with respect to the first dollar; provided, however that the Special Escrow Amount shall first be used to pay any and all defense costs and expenses associated with the litigation described in clause (ii) of Schedule 10.2(c). The Buyer’s right to indemnification Purchaser Payment Indemnification pursuant to Section 10.2(c9.14(B)(2) on account of any Losses relating (8) the Purchaser's indemnification obligations with respect to matters set forth on Schedule 10.2(c) shall be capped at the Base Amount.Purchaser Employment Indemnification pursuant to Section 9.14(B)(3);

Survival; Limitations. Notwithstanding anything else in this Agreement or any Additional Transfer Document or Ancillary Agreement to the contrary: (ai) The Except as set forth in Section 9.14(C)(vi), the representations and warranties of the Sellers, Holdco Seller and the Buyer contained in Purchaser, respectively, under this Agreement will and any Additional Transfer Document or Ancillary Agreement, and any indemnification obligations arising therefrom, shall survive for a period ending on the 12-month anniversary of the Closing Date (the “Expiration Date”); provided, however, that (i) the Expiration Date for any Claim relating to a breach of the representations and warranties set forth in Section 5.8 (Taxes) will be the expiration of the applicable statute of limitations; (ii) the Expiration Date for any Claim relating to a breach of the representations shall expire and warranties set forth in Article IV, Section 5.1 (Existence and Good Standing), Section 5.2 (Validity 42 and Enforceability), Section 5.3 (Capitalization of Holdco and Enginetics) and Section 5.22 (Brokers) (the “Excluded Representations”) and the representations and warranties in Section 5.15 (Compliance with Laws) as they relate to the Foreign Corrupt Practices Act and in Section 5.19 (Environmental) will be the third anniversary of the Closing Date and (iii) any Claim pending on any Expiration Date for which a Claims Notice has been given in accordance with Section 10.4(a) on or before such Expiration Date may continue to be asserted and indemnified against until finally resolved. The covenants of the Sellers and the Buyer contained in this Agreement that are to be performed prior to the Closing will terminate on the 12-month anniversary of date which is 18 months following the Closing Date; provided, however, that the Sellers' representations and warranties in Section 3.1(B)(ii), and the Purchaser's representations and warranties in Section 4.1(B)(ii), shall expire and terminate upon the Closing. The covenants of the Sellers and the Buyer contained in this Agreement that are to be performed at or after the Closing will survive the Closing parties shall expire in accordance with their terms. (b) Notwithstanding anything to the contrary contained in this Article X, the Sellers will not have any liability pursuant to Sections 10.2(a) and the Buyer shall not have liability pursuant to Section 10.1 until the aggregate amount of all such Losses sustained by the Indemnified Party (defined below) exceeds an amount equal to $350,000 (the “Deductible”), in which case the Indemnifying Party will be liable for all such Losses to the extent that such Losses exceed such amount, subject to any other limitations in this Section 10.3. For the avoidance of doubt, the Deductible shall not apply to claims made pursuant to Section 10.2(c). (c) Notwithstanding anything to the contrary contained in this Article X, but subject to the limitations in this Section 10.3, the Sellers will not have any liability pursuant to Sections 10.2(a) (other than for breaches of the Excluded Representations for which the following limitation will not apply) in excess of the Base Escrow Amount. For the avoidance of doubt, the foregoing limitation shall not apply to any claims made pursuant to Section 10.2(c). (d) Notwithstanding anything to the contrary contained in this Article X, but subject to the limitations in this Section 10.3, (i) the Sellers will not have any liability pursuant to Section 10.2(a) for breaches of the Excluded Representations in an amount that exceeds 50% of the Base Amount, (ii) no Seller will have any liability pursuant to Section 10.2(b) in an amount that exceeds 50% of the allocable portion of the Base Amount attributable to that Seller pursuant to this Agreement and (iii) the Sellers will not have any liability pursuant to Section 10.2(c) in an amount that exceeds the Base Amount and no Seller will have any liability pursuant to Section 10.2(c) in an amount that exceeds such Seller’s allocable portion of the Base Amount attributable to that Seller pursuant to this Agreement. (e) Notwithstanding any other provision of this Agreement, no Seller shall be liable for any indemnification obligation of any other Seller for a breach of the representations and warranties of such other Seller in Article IV, the breach by any other Seller of any covenant or agreement made solely by such other Seller or any fraud perpetrated by such other Seller. In addition to the other limitations set forth in this Section 10.3, no Seller shall be liable for any indemnification obligation pursuant to Section 10.2(a) or Section 10.2(c) in an amount greater than its Allocable Share of the Buyer’s Losses. (f) Notwithstanding anything to the contrary contained in this Agreement, but subject to the limitations in this Section 10.3, any obligations of the Sellers Purchaser or any Seller the Seller, respectively, on account of the Special Indemnification Obligations (as defined in Section 9.14(C)(ii), below) shall continue in full force and effect following Closing (provided that the time limit applicable to the Buyer hereunder (i) with respect to all claims other than claims pursuant indemnification obligations relating to Section 10.2(c)3.1(N) , will first be drawn against the Base Escrow Amount Sellers' Tax Payment Covenant, the Purchaser's Tax Payment Covenant and if the Base Escrow Amount is reduced to zero, then each Seller shall be liable for its Allocable Share of all such remaining Losses, and (ii) with respect to all claims pursuant to Section 10.2(c), will first be drawn against the Special Escrow Amount and if the Special Escrow Amount is reduced to zero, then each Seller shall be liable for its Allocable Share of all such remaining Losses. If the Buyer is paid or distributed any portion of the Base Escrow Amount in satisfaction of Losses resulting from an inaccuracy or breach of the representations and warranties of any Seller contained in Article IV of this Agreement or a breach by a Seller of a covenant contained in this the UK Business Transfer Agreement, the breaching Seller shall indemnify each non-breaching Seller in an amount equal to the product of (i) the portion of the Base Escrow Amount paid or distributed to the Buyer as a result of such breach or inaccuracy and (ii) the Allocable Share applicable to such non-breaching Seller; provided, that any such indemnity obligation by a breaching Seller shall in no event exceed 50% of the proceeds actually received by such Seller pursuant to this Agreement. In addition, if the Buyer is paid or distributed any portion of the Base Escrow Amount in satisfaction of Losses that would cause any Seller (indirectly through the satisfaction of Losses from the Base Escrow Amount) to be responsible for more than its Allocable Share of any indemnification claim (other than a claim resulting from an inaccuracy or breach of the representations and warranties of that Seller contained in Article IV of this Agreement or a breach by a Seller of a covenant contained in this Agreement) (an “Over Paying Seller”), then each other Seller who is held responsible (indirectly through the satisfaction of Losses from the Base Escrow Account) for less than its Allocable Share (an “Under Paying Seller”) shall indemnify the Over Paying Seller in an amount equal to the amount by which the Under Paying Seller’s Allocable Share of such Losses exceeds the amount for which the Under Paying Seller was held responsible (indirectly through the satisfaction of Losses from the Escrow Account) (such amount, the “True Up Amount”). The aggregate True Up Amount owing from any Under Paying Seller to any Over Paying Seller shall be determined at the earlier of (a) the time that any remaining funds representing the Base Escrow Amount in the Escrow Account are distributed to the Sellers and (b) the time that all funds representing the Base Escrow Amount in the Escrow Account are exhausted pursuant to indemnification claims. If clause (a) applies, then, to the extent possible, the remaining funds representing the Base Escrow Amount in the Escrow Account shall be allocated among the Sellers to satisfy all True Up Amounts. If clause (b) applies, or clause (a) applies but there are insufficient remaining funds representing the Base Escrow Amount in the Escrow Account to satisfy the True Up Amount of an Under Paying Seller, then that Under Paying Seller shall pay the Over Paying Seller that Under Paying Seller’s True Up Amount within ten Business Days after the aggregate True Up Amount owing from that Under Paying Seller to such Over Paying Seller is determined. (g) The Sellers’ and the Buyer’s right to indemnification pursuant to Section 10.1 and Section 10.2, respectively, will be reduced by the amount payable by a third party (including an insurance company), or paid by such third party to another for the account or benefit of the Sellers or the Buyer, as the case may be, shall be as set forth in Section 9.14(C)(vi)), in each case subject to the other limitations of this Section 9.14. (ii) The Sellers shall not have any indemnification obligations under Section 9.14(A) or otherwise under this Agreement, and the Purchaser shall not have any indemnification obligations under Section 9.14(B) or otherwise under this Agreement: (a) except to the full extent that the Purchaser's Losses, or the Sellers' Losses, respectively, with respect to any individual claim or any related claims arising from the settlement same or resolution substantially similar factual circumstances, exceed $15,000 (a "Material Claim"), in which event such indemnification shall be required to the extent of a claim for which the Sellers such Purchaser's Losses or the BuyerSellers' Losses, as the case may berespectively, was entitled to indemnification hereunder. The Buyer shall promptly remit including such $15,000 amount (subject also to the Sellers any insurance or other third party proceeds that are paid limitations provided in succeeding clauses (b) and (c) of this Section 9.14(C)(ii)); (b) except to the Buyer extent that the Purchaser's Losses, or the Sellers' Losses, respectively, with respect to Losses for all such Material Claims in the aggregate exceed $500,000 (the "Indemnification Threshold"), in which event such indemnification shall be required only to the Buyer previously has been compensated pursuant to Section 10.2. (h) The Buyer’s right to indemnification pursuant to Section 10.2 on account of any Losses will be reduced by the net amount full extent of the Tax benefits actually realized by Purchaser's Losses or the Buyer Sellers' Losses, respectively, in excess of the Indemnification Threshold (subject also to the preceding clause (a) and the succeeding clause (c) of this Section 9.14(C)(ii)); and (c) to the extent that the Purchaser's Losses in the aggregate, or its Affiliates by reason the Sellers' Losses in the aggregate, respectively, exceed $15,000,000 (the "Cap"), in which event such indemnification shall be required only to the extent of such Loss the Purchaser's Losses or the Sellers' Losses, respectively, below the Cap (including any Tax benefit arising in subsequent taxable yearssubject also to the preceding clauses (a) and (b) of this Section 9.14(C)(ii)); provided, however that any deductions or credits resulting from such Losses neither the limitation to Material Claims set forth in clause (a), above, nor the Basket nor the Cap, shall be treated as the first deductions or credits taken on any Tax Return. The Buyer shall use commercially reasonable efforts to claim and realize such Tax benefits in the earliest Tax year allowable by applicable Law. To the extent that any such Tax benefit is actually realized in a subsequent year, the Buyer and Holdco shall make a payment to each Seller equal to that Seller’s Allocable Portion of the amount of such Tax benefit.apply to: (i1) Neither the Buyer nor Seller's indemnification obligations with respect to the Sellers are entitled to indemnification for lost profits, diminution in value, multiples of earnings, punitive damages, indirect damages, incidental damages, consequential damages, exemplary damages, special damages or similar damages. (j) The Buyer, absent fraud or misrepresentation by the Sellers, is not entitled to indemnification Dorset Environmental Matter pursuant to Section 10.2 9.14(A)(2); (2) the Sellers' Consent Indemnification, if applicable under Section 6.4; (3) the Sellers' indemnification obligations with respect to the extent that such matter was included in the Net Working Capital calculation or the calculation of the Final Purchase Price. (k) The Buyer’s right to indemnification Keystone Plans pursuant to Section 10.2 on account of any Losses will be reduced by the amount of any reserve reflected on Holdco’s consolidated books and records as of the Closing Date established for the general category of items or matters similar in nature to the specific items or matters giving rise to such Loss or to the extent that such matter was included in the Net Working Capital calculation or the calculation of the Final Purchase Price.9.14(A)(3); (l4) The Buyer’s right to the Sellers' indemnification obligations pursuant to Section 10.2(c9.14(A)(4), Section 9.14(A)(5) on account of any Losses relating and Section 9.14(A)(6); (5) the Sellers' indemnification obligations with respect to matters set forth on Schedule 10.2(cits covenants or agreements in Section 5.2(P) shall not be subject and Section 5.4(B), (6) the Sellers' indemnification obligations with respect to any deductible its covenants or agreements in Section 5.6(E), Section 5.6(F) and shall be paid by Section 5.6(G); (7) the Sellers from Purchaser's indemnification obligations with respect to the first dollar; provided, however that the Special Escrow Amount shall first be used to pay any and all defense costs and expenses associated with the litigation described in clause (ii) of Schedule 10.2(c). The Buyer’s right to indemnification Purchaser Payment Indemnification pursuant to Section 10.2(c9.14(B)(2) on account of any Losses relating (8) the Purchaser's indemnification obligations with respect to matters set forth on Schedule 10.2(c) shall be capped at the Base Amount.Purchaser Employment Indemnification pursuant to Section 9.14(B)(3);

Survival; Limitations. (a) The Subject to subsection (b) below, the parties agree that Seller's warranties and representations and warranties contained in Sections 4.1 of this Agreement shall survive Buyer's purchase of the Sellers, Holdco Properties and the Buyer contained in this Agreement will survive Closing Date for a period ending on the 12-month earlier of the first anniversary of the applicable Closing Date for the affected Property or December 15, 2002 (the “Expiration Date”"Limitation Period"); provided, however, that (i) the Expiration Date for any Claim relating to a breach . Such termination as of the representations close of the Limitation Period shall apply to known as well as unknown breaches of such warranties or representations. Subject to subsection (b) below, Buyer's waiver and warranties release set forth in Section 5.8 2.4 shall apply fully to liabilities under such representations and warranties not set forth in a Claim Notice as described below. Buyer specifically acknowledges that such termination of liability represents a material element of the consideration to Seller. (Taxesb) will Any claim of Buyer based upon a breach of any representation or warranty or covenant or a claim under any indemnity contained in this Agreement or any representation, warranty, covenant or indemnity contained in any other document or instrument delivered by Seller to Buyer at Closing (collectively a "Breach") shall be expressed, if at all, in writing setting forth in reasonable detail the basis and character of the claim (a "Claim Notice"), and must be delivered to Seller prior to the expiration of the applicable statute of limitations; (ii) Limitation Period. Notwithstanding the Expiration Date for foregoing, Buyer's right to make and recover any Claim relating claim pursuant to a breach of the representations and warranties set forth in Article IV, Section 5.1 (Existence and Good Standing), Section 5.2 (Validity 42 and Enforceability), Section 5.3 (Capitalization of Holdco and Enginetics) and Section 5.22 (Brokers) (the “Excluded Representations”) and the representations and warranties in Section 5.15 (Compliance with Laws) as they relate to the Foreign Corrupt Practices Act and in Section 5.19 (Environmental) will Claim Notice shall be the third anniversary of the Closing Date and (iii) any Claim pending on any Expiration Date for which a Claims Notice has been given in accordance with Section 10.4(a) on or before such Expiration Date may continue to be asserted and indemnified against until finally resolved. The covenants of the Sellers and the Buyer contained in this Agreement that are to be performed prior to the Closing will terminate on the 12-month anniversary of the Closing Date; provided, however, that the covenants of the Sellers and the Buyer contained in this Agreement that are to be performed at or after the Closing will survive the Closing in accordance with their terms. (b) Notwithstanding anything to the contrary contained in this Article X, the Sellers will not have any liability pursuant to Sections 10.2(a) and the Buyer shall not have liability pursuant to Section 10.1 until the aggregate amount of all such Losses sustained by the Indemnified Party (defined below) exceeds an amount equal to $350,000 (the “Deductible”), in which case the Indemnifying Party will be liable for all such Losses to the extent that such Losses exceed such amount, subject to any other limitations in this Section 10.3. For the avoidance of doubt, the Deductible shall not apply to claims made pursuant to Section 10.2(c). (c) Notwithstanding anything to the contrary contained in this Article X, but subject to the limitations in this Section 10.3, the Sellers will not have any liability pursuant to Sections 10.2(a) (other than for breaches of the Excluded Representations for which the following limitation will not apply) in excess of the Base Escrow Amount. For the avoidance of doubt, the foregoing limitation shall not apply to any claims made pursuant to Section 10.2(c). (d) Notwithstanding anything to the contrary contained in this Article X, but subject to the limitations in this Section 10.3, (i) the Sellers will not have any liability pursuant to Section 10.2(a) for breaches of the Excluded Representations in an amount that exceeds 50% of the Base Amount, (ii) no Seller will have any liability pursuant to Section 10.2(b) in an amount that exceeds 50% of the allocable portion of the Base Amount attributable to that Seller pursuant to this Agreement and (iii) the Sellers will not have any liability pursuant to Section 10.2(c) in an amount that exceeds the Base Amount and no Seller will have any liability pursuant to Section 10.2(c) in an amount that exceeds such Seller’s allocable portion of the Base Amount attributable to that Seller pursuant to this Agreement. (e) Notwithstanding any other provision of this Agreement, no Seller shall be liable for any indemnification obligation of any other Seller for a breach of the representations and warranties of such other Seller in Article IV, the breach by any other Seller of any covenant or agreement made solely by such other Seller or any fraud perpetrated by such other Seller. In addition to the other limitations set forth in this Section 10.3, no Seller shall be liable for any indemnification obligation pursuant to Section 10.2(a) or Section 10.2(c) in an amount greater than its Allocable Share of the Buyer’s Losses. (f) Notwithstanding anything to the contrary contained in this Agreement, but subject to the limitations in this Section 10.3, any obligations of the Sellers or any Seller to the Buyer hereunder following: (i) with respect to all claims other than claims pursuant to Section 10.2(c), will first be drawn against the Base Escrow Amount and if the Base Escrow Amount is reduced to zero, then each Seller shall be liable for its Allocable Share a Breach of all such remaining Losses, and (ii) with respect to all claims pursuant to Section 10.2(c), will first be drawn against the Special Escrow Amount and if the Special Escrow Amount is reduced to zero, then each Seller shall be liable for its Allocable Share of all such remaining Losses. If the Buyer is paid or distributed any portion of the Base Escrow Amount in satisfaction of Losses resulting from an inaccuracy or breach of the Seller's representations and warranties of any Seller contained in Article IV of this Agreement or a breach by a Seller of a covenant Breach under an indemnity contained in this Agreementthe Assignment of Intangibles or the Assignment of Leases (as such terms are defined in Section 6.1(a) below), Buyer shall not make any claim on account of such Breach unless and until the breaching Seller shall indemnify each non-breaching Seller in an amount equal aggregate measure of such claims with respect to the product of (i) the portion of the Base Escrow Amount paid or distributed Property exceeds $500,000, in which event Buyer's claims shall be limited to the Buyer as a result of such breach or inaccuracy and (ii) the Allocable Share applicable to such non-breaching Seller; provided, that any such indemnity obligation by a breaching Seller shall in no event exceed 50% of the proceeds actually received by such Seller pursuant to this Agreement. In addition, if the Buyer is paid or distributed any portion of the Base Escrow Amount in satisfaction of Losses that would cause any Seller (indirectly through the satisfaction of Losses from the Base Escrow Amount) to be responsible for more than its Allocable Share of any indemnification claim (other than a claim resulting from an inaccuracy or breach of the representations and warranties of that Seller contained in Article IV of this Agreement or a breach by a Seller of a covenant contained in this Agreement) (an “Over Paying Seller”), then each other Seller who is held responsible (indirectly through the satisfaction of Losses from the Base Escrow Account) for less than its Allocable Share (an “Under Paying Seller”) shall indemnify the Over Paying Seller in an amount equal to the amount by which the Under Paying such aggregate claims exceed such $500,000 threshold and (ii) Seller’s Allocable Share 's aggregate liability for claims arising out of such Losses exceeds the amount for which the Under Paying Seller was held responsible all Breaches (indirectly through the satisfaction of Losses from the Escrow Accounti.e., those described in clause (i) (such amountabove as well as all other Breaches) shall not, the “True Up Amount”). The aggregate True Up Amount owing from any Under Paying Seller to any Over Paying Seller shall be determined at the earlier of (a) the time that any remaining funds representing the Base Escrow Amount in the Escrow Account aggregate, exceed $2,500,000.00 exclusive of the amounts of any insurance proceeds actually received by Seller which are distributed to the Sellers be applied to Breaches, and (biii) the time that all funds representing the Base Escrow Amount in the Escrow Account are exhausted pursuant to indemnification claims. If clause (a) applies, then, to the extent possible, the remaining funds representing the Base Escrow Amount in the Escrow Account Buyer shall be allocated among the Sellers to satisfy all True Up Amounts. If clause (b) applies, or clause (a) applies but there are insufficient remaining funds representing the Base Escrow Amount in the Escrow Account to satisfy the True Up Amount of an Under Paying Seller, then that Under Paying Seller shall pay the Over Paying Seller that Under Paying Seller’s True Up Amount within ten Business Days after the aggregate True Up Amount owing from that Under Paying Seller to such Over Paying Seller is determined. (g) The Sellers’ and the Buyer’s have no right to indemnification pursuant to Section 10.1 and Section 10.2, respectively, will be reduced by the amount payable by deliver a third party (including an insurance company), or paid by such third party to another for the account or benefit of the Sellers or the Buyer, as the case may be, Claim Notice with respect to the settlement or resolution a Breach of a claim for which the Sellers or the Buyer, as the case may be, was entitled to indemnification hereunder. The Buyer shall promptly remit to the Sellers any insurance or other third party proceeds that are paid to the Buyer with respect to Losses for which the Buyer previously has been compensated pursuant to Section 10.2. (h) The Buyer’s right to indemnification pursuant to Section 10.2 on account representation and warranty of any Losses will be reduced by the net amount of the Tax benefits actually realized by the Buyer or its Affiliates by reason of such Loss (including any Tax benefit arising Seller contained in subsequent taxable years); provided, however that any deductions or credits resulting from such Losses shall be treated as the first deductions or credits taken on any Tax Return. The Buyer shall use commercially reasonable efforts to claim and realize such Tax benefits in the earliest Tax year allowable by applicable Law. To the extent that any such Tax benefit is actually realized in a subsequent year, the Buyer and Holdco shall make a payment to each Seller equal to that Seller’s Allocable Portion of the amount of such Tax benefit. (i) Neither the Buyer nor the Sellers are entitled to indemnification for lost profits, diminution in value, multiples of earnings, punitive damages, indirect damages, incidental damages, consequential damages, exemplary damages, special damages or similar damages. (j) The Buyer, absent fraud or misrepresentation by the Sellers, is not entitled to indemnification pursuant to Section 10.2 this Agreement to the extent that Buyer had knowledge of such matter was included in the Net Working Capital calculation or the calculation of the Final Purchase Price. (k) The Buyer’s right to indemnification pursuant to Section 10.2 on account of any Losses will be reduced by the amount of any reserve reflected on Holdco’s consolidated books and records Breach as of the Closing Date established for the general category of items or matters similar in nature Date. Notwithstanding anything to the specific items contrary provided in this Agreement, in no event shall Seller be liable to Buyer for any consequential or matters giving rise punitive damages based upon any breach of this Agreement, including breaches of representation or warranty. Subject to applicable principles of fraudulent conveyance, in no event shall Buyer seek satisfaction for any obligation from any shareholders, officers, directors, employees, agents, legal representatives, successors or assigns of such Loss trustees or to beneficiaries, nor shall any such person or entity have any personal liability for any such obligations of Seller. Provided, however, that the extent that such matter was included limitations set forth in this Section 4.4(b) shall not apply in the Net Working Capital calculation or the calculation event of the Final Purchase Pricefraud. (lc) Seller shall have a period of 30 days within which to cure a Breach for which a Claim Notice has been received, or, if such Breach cannot reasonably be cured within 30 days, an additional reasonable time period of up to an additional 60 days (for a total of 90 days), so long as such cure has been commenced within such 30 days and is at all times diligently pursued. If the Breach is not cured after actual written notice and within such cure period, Buyer's sole remedy shall be an action at law for damages against Seller, which must be commenced with respect to a Breach of a representation or warranty contained in this Agreement or a Breach of a covenant contained in Section 4.2 hereof or a Breach of an indemnity obligation in Section 2.4(f) hereof, if at all, by a date which is the earlier of the first anniversary of the applicable Closing Date for the Property affected by the Breach or December 15, 2002. The Buyer’s right to indemnification pursuant to Section 10.2(c) on account existence or pendency of any Losses relating to matters set forth on Schedule 10.2(c) such cure rights shall not be subject to any deductible and shall be paid by delay the Sellers from the first dollar; provided, however that the Special Escrow Amount shall first be used to pay any and all defense costs and expenses associated with the litigation described in clause (ii) of Schedule 10.2(c)Closing Date. The Buyer’s right to indemnification pursuant to provisions of this Section 10.2(c) on account 4.4 shall survive the Closing or any termination of any Losses relating to matters set forth on Schedule 10.2(c) shall be capped at the Base Amountthis Agreement.

Survival; Limitations. (a) The Subject to subsection (b) below, the parties agree that Transferors' warranties and representations contained in Sections 4.1 (a) and warranties (b) of this Agreement shall survive Buyer's purchase of the Sellers, Holdco Properties and the Buyer contained in this Agreement will survive Closing Date for a period ending on the 12-month anniversary of 180 calendar days following the Closing Date (the “Expiration "Limitation Period"). Such termination as of the close of the Limitation Period shall apply to known as well as unknown breaches of such warranties or representations. Subject to subsection (b) below, Buyer's waiver and release set forth in Section 2.4 shall apply fully to liabilities under such representations and warranties. Buyer specifically acknowledges that such termination of liability represents a material element of the consideration to Transferors. (b) Any claim of Buyer based upon a breach of any representation or warranty or covenant or a claim under any indemnity contained in this Agreement or any representation, warranty, covenant or indemnity contained in any other document or instrument delivered by Transferors to Buyer at closing (collectively a "Breach") shall be expressed, if at all, in writing setting forth in reasonable detail the basis and character of the claim (a "Claim Notice"), and, in the case of a Breach of Transferors' representations and warranties contained in this Agreement or a Breach of a covenant contained in Section 4.2 hereof only, shall be delivered to Transferors prior to the expiration of the Limitation Period. Notwithstanding the foregoing, Buyer's right to make and recover any claim pursuant to a Claim Notice shall be subject to the following: (i) any matters identified by Buyer during the Confirmation Period which would represent both a breach of representation and result in a Material Adverse Matters Amount shall be treated solely as the latter and shall not be the subject of any claim for breach of representation under this Article IV, (ii) with respect to a Breach of Transferors' representations and warranties contained in this Agreement, or a Breach of a covenant contained in Section 4.2 hereof or a Breach under an indemnity contained in the Assignments of Intangibles or the Assignments of Leases (as such terms are defined in Section 6.1(a) below), Buyer shall not make any claim on account of such Breach unless and until (A) the aggregate measure of such claims with respect to a Property exceeds $200,000, and (B) the aggregate measure of such claims with respect to all of the Properties exceeds $375,000 (the "Threshold"), in which event Buyer's claim shall be limited to an amount equal to (x) the amount by which such aggregate exceeds the Threshold, plus (y) an amount equal to two-thirds of the Threshold, (iii) Transferors' aggregate liability for claims arising out of all Breaches (i.e., those described in clause (ii) above as well as all other Breaches) shall not, in the aggregate, exceed an amount equal to three percent (3%) of the aggregate Price for all of the Properties acquired by Buyer exclusive of the amounts of any insurance proceeds actually received by Transferors which are to be applied to Claims pursuant to Section 2.4(e), and (iv) Buyer shall have the right to deliver to Transferors Claim Notices with respect to any Breach discovered by Buyer prior to the Closing Date solely if such notice is delivered prior to the Closing Date”. Notwithstanding the foregoing, with respect to a Claim Notice asserting a breach of the representation contained in Section 4.1(b)(vii), the following shall be substituted for the provisions of clause (ii) of this Section 4.4(b): (ii) Buyer shall not make any claim on account of a breach of the representation and warranty contained in Section 4.1(b)(vii) with respect to any Property unless and until the aggregate measure of such claims with respect to all Properties exceeds $50,000, and only to the extent that such aggregate exceeds $50,000. For purposes of this Section 4.4(b) (and without limiting the introductory paragraph of Section 4.1), a Breach shall be deemed to be discovered by Buyer prior to the Closing Date only to the extent that any of Davix Xxxxxx, Xxnixx Xxxxx, Xxsexx Xxxxx, Xxotx Xxxxxx, Xxhn Xxxxxx, Xxm Xxxxx xx Guy Xxxxxxxx xxx actual, subjective knowledge of the facts or circumstances giving rise to such breach of representation or warranty or Section 4.2 covenants. Following receipt of such a pre-closing Claim Notice with respect to which Buyer has the right to make and recover a claim as aforesaid, Transferors may elect, by written notice to Buyer given not later than the first to occur of the date that is ten (10) business days following the date of the Claim Notice or the Closing Date, to terminate this Agreement as to the Property to which such pre-closing Claim Notice relates and such Property shall be treated as a Deleted Property and Buyer shall not be entitled to any damages in connection therewith. If Transferors fail to elect to treat any Property which is the subject of a pre-closing Claim Notice as a Deleted Property, the closing as to such Property shall be conducted on the Closing Date. As to pre-closing Claim Notices with respect to which Transferors do not elect to treat the affected Property as a Deleted Property and as to all Claim Notices received by Transferors following the Closing Date as to which Buyer has the right to make and recover a claim as aforesaid, Buyer shall have the right after (but not before) the Closing Date to proceed against Transferors for actual monetary damages based upon such Claim Notice -- subject to the cure rights set forth in subparagraph (c) below and the limitations set forth above and in the remaining sentences of this subparagraph. Notwithstanding anything to the contrary provided in this Agreement, in no event shall Transferors be liable to Buyer for any consequential or punitive damages based upon any breach of this Agreement, including breaches of representation or warranty. Subject to applicable principles of fraudulent conveyance, in no event shall Buyer seek satisfaction for any obligation from any shareholders, officers, directors, employees, agents, legal representatives, successors or assigns of such trustees or beneficiaries, nor shall any such person or entity have any personal liability for any such obligations of any Transferors. (c) The Transferors who have committed a Breach for which a Claim Notice has been received shall have a period of 30 days within which to cure such breach, or, if such breach cannot reasonably be cured within 30 days, an additional reasonable time period of up to an additional 60 days, so long as such cure has been commenced within such 30 days and is at all times diligently pursued. If the Breach is not cured after actual written notice and within such cure period, Buyer's sole remedy shall be an action at law for damages against the breaching Transferor or Transferors, which must be commenced with respect to a Breach of a representation or warranty contained in this Agreement or a Breach of a covenant contained in Section 4.2 hereof, if at all, within the Limitation Period; provided, however, that (i) if within the Expiration Date for any Limitation Period Buyer gives a Claim relating Notice and the Transferors commence to a breach cure and thereafter terminate such cure effort or fail in such cure effort, Buyer shall have an additional 30 days from the date of written notice from the representations and warranties set forth in Section 5.8 (Taxes) will be Transferors of such termination or the expiration of the applicable statute of limitations; (ii) the Expiration Date such cure period within which to commence an action at law for any Claim relating to damages as a breach consequence of the representations and warranties set forth in Article IV, Section 5.1 (Existence and Good Standing), Section 5.2 (Validity 42 and Enforceability), Section 5.3 (Capitalization failure to cure. The existence or pendency of Holdco and Enginetics) and Section 5.22 (Brokers) (the “Excluded Representations”) and the representations and warranties in Section 5.15 (Compliance with Laws) as they relate to the Foreign Corrupt Practices Act and in Section 5.19 (Environmental) will be the third anniversary of such cure rights shall not delay the Closing Date and (iii) any Claim pending on any Expiration Date for which as to a Claims Notice has been given in accordance with Section 10.4(a) on or before such Expiration Date may continue to be asserted and indemnified against until finally resolvedProperty not designated as a Deleted Property. The covenants provisions of the Sellers and the Buyer contained in this Agreement that are to be performed prior to the Closing will terminate on the 12-month anniversary of the Closing Date; provided, however, that the covenants of the Sellers and the Buyer contained in this Agreement that are to be performed at or after the Closing will Section 4.4 shall survive the Closing in accordance with their terms. (b) Notwithstanding anything to the contrary contained in this Article X, the Sellers will not have closing or any liability pursuant to Sections 10.2(a) and the Buyer shall not have liability pursuant to Section 10.1 until the aggregate amount termination of all such Losses sustained by the Indemnified Party (defined below) exceeds an amount equal to $350,000 (the “Deductible”), in which case the Indemnifying Party will be liable for all such Losses to the extent that such Losses exceed such amount, subject to any other limitations in this Section 10.3. For the avoidance of doubt, the Deductible shall not apply to claims made pursuant to Section 10.2(c). (c) Notwithstanding anything to the contrary contained in this Article X, but subject to the limitations in this Section 10.3, the Sellers will not have any liability pursuant to Sections 10.2(a) (other than for breaches of the Excluded Representations for which the following limitation will not apply) in excess of the Base Escrow Amount. For the avoidance of doubt, the foregoing limitation shall not apply to any claims made pursuant to Section 10.2(c). (d) Notwithstanding anything to the contrary contained in this Article X, but subject to the limitations in this Section 10.3, (i) the Sellers will not have any liability pursuant to Section 10.2(a) for breaches of the Excluded Representations in an amount that exceeds 50% of the Base Amount, (ii) no Seller will have any liability pursuant to Section 10.2(b) in an amount that exceeds 50% of the allocable portion of the Base Amount attributable to that Seller pursuant to this Agreement and (iii) the Sellers will not have any liability pursuant to Section 10.2(c) in an amount that exceeds the Base Amount and no Seller will have any liability pursuant to Section 10.2(c) in an amount that exceeds such Seller’s allocable portion of the Base Amount attributable to that Seller pursuant to this Agreement. (e) Notwithstanding any other provision of this Agreement, no Seller shall be liable for any indemnification obligation of any other Seller for a breach of the representations and warranties of such other Seller in Article IV, the breach by any other Seller of any covenant or agreement made solely by such other Seller or any fraud perpetrated by such other Seller. In addition to the other limitations set forth in this Section 10.3, no Seller shall be liable for any indemnification obligation pursuant to Section 10.2(a) or Section 10.2(c) in an amount greater than its Allocable Share of the Buyer’s Losses. (f) Notwithstanding anything to the contrary contained in this Agreement, but subject to the limitations in this Section 10.3, any obligations of the Sellers or any Seller to the Buyer hereunder (i) with respect to all claims other than claims pursuant to Section 10.2(c), will first be drawn against the Base Escrow Amount and if the Base Escrow Amount is reduced to zero, then each Seller shall be liable for its Allocable Share of all such remaining Losses, and (ii) with respect to all claims pursuant to Section 10.2(c), will first be drawn against the Special Escrow Amount and if the Special Escrow Amount is reduced to zero, then each Seller shall be liable for its Allocable Share of all such remaining Losses. If the Buyer is paid or distributed any portion of the Base Escrow Amount in satisfaction of Losses resulting from an inaccuracy or breach of the representations and warranties of any Seller contained in Article IV of this Agreement or a breach by a Seller of a covenant contained in this Agreement, the breaching Seller shall indemnify each non-breaching Seller in an amount equal to the product of (i) the portion of the Base Escrow Amount paid or distributed to the Buyer as a result of such breach or inaccuracy and (ii) the Allocable Share applicable to such non-breaching Seller; provided, that any such indemnity obligation by a breaching Seller shall in no event exceed 50% of the proceeds actually received by such Seller pursuant to this Agreement. In addition, if the Buyer is paid or distributed any portion of the Base Escrow Amount in satisfaction of Losses that would cause any Seller (indirectly through the satisfaction of Losses from the Base Escrow Amount) to be responsible for more than its Allocable Share of any indemnification claim (other than a claim resulting from an inaccuracy or breach of the representations and warranties of that Seller contained in Article IV of this Agreement or a breach by a Seller of a covenant contained in this Agreement) (an “Over Paying Seller”), then each other Seller who is held responsible (indirectly through the satisfaction of Losses from the Base Escrow Account) for less than its Allocable Share (an “Under Paying Seller”) shall indemnify the Over Paying Seller in an amount equal to the amount by which the Under Paying Seller’s Allocable Share of such Losses exceeds the amount for which the Under Paying Seller was held responsible (indirectly through the satisfaction of Losses from the Escrow Account) (such amount, the “True Up Amount”). The aggregate True Up Amount owing from any Under Paying Seller to any Over Paying Seller shall be determined at the earlier of (a) the time that any remaining funds representing the Base Escrow Amount in the Escrow Account are distributed to the Sellers and (b) the time that all funds representing the Base Escrow Amount in the Escrow Account are exhausted pursuant to indemnification claims. If clause (a) applies, then, to the extent possible, the remaining funds representing the Base Escrow Amount in the Escrow Account shall be allocated among the Sellers to satisfy all True Up Amounts. If clause (b) applies, or clause (a) applies but there are insufficient remaining funds representing the Base Escrow Amount in the Escrow Account to satisfy the True Up Amount of an Under Paying Seller, then that Under Paying Seller shall pay the Over Paying Seller that Under Paying Seller’s True Up Amount within ten Business Days after the aggregate True Up Amount owing from that Under Paying Seller to such Over Paying Seller is determined. (g) The Sellers’ and the Buyer’s right to indemnification pursuant to Section 10.1 and Section 10.2, respectively, will be reduced by the amount payable by a third party (including an insurance company), or paid by such third party to another for the account or benefit of the Sellers or the Buyer, as the case may be, with respect to the settlement or resolution of a claim for which the Sellers or the Buyer, as the case may be, was entitled to indemnification hereunder. The Buyer shall promptly remit to the Sellers any insurance or other third party proceeds that are paid to the Buyer with respect to Losses for which the Buyer previously has been compensated pursuant to Section 10.2. (h) The Buyer’s right to indemnification pursuant to Section 10.2 on account of any Losses will be reduced by the net amount of the Tax benefits actually realized by the Buyer or its Affiliates by reason of such Loss (including any Tax benefit arising in subsequent taxable years); provided, however that any deductions or credits resulting from such Losses shall be treated as the first deductions or credits taken on any Tax Return. The Buyer shall use commercially reasonable efforts to claim and realize such Tax benefits in the earliest Tax year allowable by applicable Law. To the extent that any such Tax benefit is actually realized in a subsequent year, the Buyer and Holdco shall make a payment to each Seller equal to that Seller’s Allocable Portion of the amount of such Tax benefit. (i) Neither the Buyer nor the Sellers are entitled to indemnification for lost profits, diminution in value, multiples of earnings, punitive damages, indirect damages, incidental damages, consequential damages, exemplary damages, special damages or similar damages. (j) The Buyer, absent fraud or misrepresentation by the Sellers, is not entitled to indemnification pursuant to Section 10.2 to the extent that such matter was included in the Net Working Capital calculation or the calculation of the Final Purchase Price. (k) The Buyer’s right to indemnification pursuant to Section 10.2 on account of any Losses will be reduced by the amount of any reserve reflected on Holdco’s consolidated books and records as of the Closing Date established for the general category of items or matters similar in nature to the specific items or matters giving rise to such Loss or to the extent that such matter was included in the Net Working Capital calculation or the calculation of the Final Purchase Price. (l) The Buyer’s right to indemnification pursuant to Section 10.2(c) on account of any Losses relating to matters set forth on Schedule 10.2(c) shall not be subject to any deductible and shall be paid by the Sellers from the first dollar; provided, however that the Special Escrow Amount shall first be used to pay any and all defense costs and expenses associated with the litigation described in clause (ii) of Schedule 10.2(c). The Buyer’s right to indemnification pursuant to Section 10.2(c) on account of any Losses relating to matters set forth on Schedule 10.2(c) shall be capped at the Base Amount.

Survival; Limitations. (a) The Subject to subsection (b) below, the parties agree that Transferors' warranties and representations contained in Sections 4.1 (a) and warranties (b) of this Agreement shall survive Buyer's purchase of the Sellers, Holdco Properties and the Buyer contained in this Agreement will survive Closing Date for a period ending on the 12-month anniversary of 180 calendar days following the Closing Date (the “Expiration Date”"Limitation Period"); provided, however, that (i) the Expiration Date for any Claim relating to a breach . Such termination as of the representations close of the Limitation Period shall apply to known as well as unknown breaches of such warranties or representations. Subject to subsection (b) below, Buyer's waiver and warranties release set forth in Section 5.8 (Taxes) will be the expiration 2.4 shall apply fully to liabilities under such representations and warranties. Buyer specifically acknowledges that such termination of liability represents a material element of the applicable statute of limitations; (ii) the Expiration Date for any Claim relating consideration to a breach of the representations and warranties set forth in Article IV, Section 5.1 (Existence and Good Standing), Section 5.2 (Validity 42 and Enforceability), Section 5.3 (Capitalization of Holdco and Enginetics) and Section 5.22 (Brokers) (the “Excluded Representations”) and the representations and warranties in Section 5.15 (Compliance with Laws) as they relate to the Foreign Corrupt Practices Act and in Section 5.19 (Environmental) will be the third anniversary of the Closing Date and (iii) any Claim pending on any Expiration Date for which a Claims Notice has been given in accordance with Section 10.4(a) on or before such Expiration Date may continue to be asserted and indemnified against until finally resolved. The covenants of the Sellers and the Buyer contained in this Agreement that are to be performed prior to the Closing will terminate on the 12-month anniversary of the Closing Date; provided, however, that the covenants of the Sellers and the Buyer contained in this Agreement that are to be performed at or after the Closing will survive the Closing in accordance with their termsTransferors. (b) Notwithstanding anything to the contrary Any claim of Buyer based upon a breach of any representation or warranty or covenant or a claim under any indemnity contained in this Article XAgreement or any representation, warranty, covenant or indemnity contained in any other document or instrument delivered by Transferors to Buyer at closing (collectively a "Breach") shall be expressed, if at all, in writing setting forth in reasonable detail the Sellers will not have any liability pursuant to Sections 10.2(a) basis and character of the Buyer shall not have liability pursuant to Section 10.1 until the aggregate amount of all such Losses sustained by the Indemnified Party claim (defined below) exceeds an amount equal to $350,000 (the “Deductible”a "Claim Notice"), and, in which the case the Indemnifying Party will be liable for all such Losses to the extent that such Losses exceed such amount, subject to any other limitations in this Section 10.3. For the avoidance of doubt, the Deductible shall not apply to claims made pursuant to Section 10.2(c). (c) Notwithstanding anything to the contrary a Breach of Transferors' representations and warranties contained in this Article XAgreement or a Breach of a covenant contained in Section 4.2 hereof only, but shall be delivered to Transferors prior to the expiration of the Limitation Period. Notwithstanding the foregoing, Buyer's right to make and recover any claim pursuant to a Claim Notice shall be subject to the limitations in this Section 10.3, the Sellers will not have any liability pursuant to Sections 10.2(a) (other than for breaches of the Excluded Representations for which the following limitation will not apply) in excess of the Base Escrow Amount. For the avoidance of doubt, the foregoing limitation shall not apply to any claims made pursuant to Section 10.2(c). (d) Notwithstanding anything to the contrary contained in this Article X, but subject to the limitations in this Section 10.3, following: (i) any matters identified by Buyer during the Sellers will not have any liability pursuant to Section 10.2(a) for breaches of the Excluded Representations in an amount that exceeds 50% of the Base Amount, (ii) no Seller will have any liability pursuant to Section 10.2(b) in an amount that exceeds 50% of the allocable portion of the Base Amount attributable to that Seller pursuant to this Agreement and (iii) the Sellers will not have any liability pursuant to Section 10.2(c) in an amount that exceeds the Base Amount and no Seller will have any liability pursuant to Section 10.2(c) in an amount that exceeds such Seller’s allocable portion of the Base Amount attributable to that Seller pursuant to this Agreement. (e) Notwithstanding any other provision of this Agreement, no Seller shall be liable for any indemnification obligation of any other Seller for Confirmation Period which would represent both a breach of representation and result in a Material Adverse Matters Amount shall be treated solely as the representations latter and warranties shall not be the subject of such other Seller in any claim for breach of representation under this Article IV, the breach by any other Seller of any covenant or agreement made solely by such other Seller or any fraud perpetrated by such other Seller. In addition to the other limitations set forth in this Section 10.3, no Seller shall be liable for any indemnification obligation pursuant to Section 10.2(a) or Section 10.2(c) in an amount greater than its Allocable Share of the Buyer’s Losses. (f) Notwithstanding anything to the contrary contained in this Agreement, but subject to the limitations in this Section 10.3, any obligations of the Sellers or any Seller to the Buyer hereunder (i) with respect to all claims other than claims pursuant to Section 10.2(c), will first be drawn against the Base Escrow Amount and if the Base Escrow Amount is reduced to zero, then each Seller shall be liable for its Allocable Share of all such remaining Losses, and (ii) with respect to all claims pursuant to Section 10.2(c), will first be drawn against the Special Escrow Amount and if the Special Escrow Amount is reduced to zero, then each Seller shall be liable for its Allocable Share a Breach of all such remaining Losses. If the Buyer is paid or distributed any portion of the Base Escrow Amount in satisfaction of Losses resulting from an inaccuracy or breach of the Transferors' representations and warranties of any Seller contained in Article IV of this Agreement Agreement, or a breach by a Seller Breach of a covenant contained in this AgreementSection 4.2 hereof or a Breach under an indemnity contained in the Assignments of Intangibles or the Assignments of Leases (as such terms are defined in Section 6.1(a) below), Buyer shall not make any claim on account of such Breach unless and until (A) the breaching Seller aggregate measure of such claims with respect to a Property exceeds $200,000, and (B) the aggregate measure of such claims with respect to all of the Properties exceeds $900,000 (the "Threshold"), in which event Buyer's claim shall indemnify each non-breaching Seller in be limited to an amount equal to the product of (ix) the portion of amount by which such aggregate exceeds the Base Escrow Amount paid or distributed to the Buyer as a result of such breach or inaccuracy and Threshold, plus (iiy) the Allocable Share applicable to such non-breaching Seller; provided, that any such indemnity obligation by a breaching Seller shall in no event exceed 50% of the proceeds actually received by such Seller pursuant to this Agreement. In addition, if the Buyer is paid or distributed any portion of the Base Escrow Amount in satisfaction of Losses that would cause any Seller (indirectly through the satisfaction of Losses from the Base Escrow Amount) to be responsible for more than its Allocable Share of any indemnification claim (other than a claim resulting from an inaccuracy or breach of the representations and warranties of that Seller contained in Article IV of this Agreement or a breach by a Seller of a covenant contained in this Agreement) (an “Over Paying Seller”), then each other Seller who is held responsible (indirectly through the satisfaction of Losses from the Base Escrow Account) for less than its Allocable Share (an “Under Paying Seller”) shall indemnify the Over Paying Seller in an amount equal to the amount by which the Under Paying Seller’s Allocable Share of such Losses exceeds the amount for which the Under Paying Seller was held responsible (indirectly through the satisfaction of Losses from the Escrow Account) (such amount, the “True Up Amount”). The aggregate True Up Amount owing from any Under Paying Seller to any Over Paying Seller shall be determined at the earlier of (a) the time that any remaining funds representing the Base Escrow Amount in the Escrow Account are distributed to the Sellers and (b) the time that all funds representing the Base Escrow Amount in the Escrow Account are exhausted pursuant to indemnification claims. If clause (a) applies, then, to the extent possible, the remaining funds representing the Base Escrow Amount in the Escrow Account shall be allocated among the Sellers to satisfy all True Up Amounts. If clause (b) applies, or clause (a) applies but there are insufficient remaining funds representing the Base Escrow Amount in the Escrow Account to satisfy the True Up Amount of an Under Paying Seller, then that Under Paying Seller shall pay the Over Paying Seller that Under Paying Seller’s True Up Amount within ten Business Days after the aggregate True Up Amount owing from that Under Paying Seller to such Over Paying Seller is determined. (g) The Sellers’ and the Buyer’s right to indemnification pursuant to Section 10.1 and Section 10.2, respectively, will be reduced by the amount payable by a third party (including an insurance company), or paid by such third party to another for the account or benefit two-thirds of the Sellers or the BuyerThreshold, as the case may be(iii) Transferors' aggregate liability for claims arising out of all Breaches (i.e., with respect to the settlement or resolution of a claim for which the Sellers or the Buyer, as the case may be, was entitled to indemnification hereunder. The Buyer shall promptly remit to the Sellers any insurance or other third party proceeds that are paid to the Buyer with respect to Losses for which the Buyer previously has been compensated pursuant to Section 10.2. (h) The Buyer’s right to indemnification pursuant to Section 10.2 on account of any Losses will be reduced by the net amount of the Tax benefits actually realized by the Buyer or its Affiliates by reason of such Loss (including any Tax benefit arising in subsequent taxable years); provided, however that any deductions or credits resulting from such Losses shall be treated as the first deductions or credits taken on any Tax Return. The Buyer shall use commercially reasonable efforts to claim and realize such Tax benefits in the earliest Tax year allowable by applicable Law. To the extent that any such Tax benefit is actually realized in a subsequent year, the Buyer and Holdco shall make a payment to each Seller equal to that Seller’s Allocable Portion of the amount of such Tax benefit. (i) Neither the Buyer nor the Sellers are entitled to indemnification for lost profits, diminution in value, multiples of earnings, punitive damages, indirect damages, incidental damages, consequential damages, exemplary damages, special damages or similar damages. (j) The Buyer, absent fraud or misrepresentation by the Sellers, is not entitled to indemnification pursuant to Section 10.2 to the extent that such matter was included in the Net Working Capital calculation or the calculation of the Final Purchase Price. (k) The Buyer’s right to indemnification pursuant to Section 10.2 on account of any Losses will be reduced by the amount of any reserve reflected on Holdco’s consolidated books and records as of the Closing Date established for the general category of items or matters similar in nature to the specific items or matters giving rise to such Loss or to the extent that such matter was included in the Net Working Capital calculation or the calculation of the Final Purchase Price. (l) The Buyer’s right to indemnification pursuant to Section 10.2(c) on account of any Losses relating to matters set forth on Schedule 10.2(c) shall not be subject to any deductible and shall be paid by the Sellers from the first dollar; provided, however that the Special Escrow Amount shall first be used to pay any and all defense costs and expenses associated with the litigation those described in clause (ii) above as well as all other Breaches) shall not, in the aggregate, exceed an amount equal to three percent (3%) of Schedule 10.2(c). The Buyer’s right the aggregate Price for all of the Properties acquired by Buyer exclusive of the amounts of any insurance proceeds actually received by Transferors which are to indemnification be applied to Claims pursuant to Section 10.2(c2.4(e), and (iv) Buyer shall have the right to deliver to Transferors Claim Notices with respect to any Breach discovered by Buyer prior to the Closing Date solely if such notice is delivered prior to the Closing Date. Notwithstanding the foregoing, with respect to a Claim Notice asserting a breach of the representation contained in Section 4.1(b)(vii), the following shall be substituted for the provisions of clause (ii) of this Section 4.4(b): (ii) Buyer shall not make any claim on account of a breach of the representation and warranty contained in Section 4.1(b)(vii) with respect to any Losses relating Property unless and until the aggregate measure of such claims with respect to matters set forth on Schedule 10.2(c) shall be capped at the Base Amount.all

Survival; Limitations. (a) The representations and warranties of the Sellers, Holdco and the Buyer contained Notwithstanding anything in this Agreement will survive for a period ending on to the 12-month anniversary of contrary, the Closing Date (the “Expiration Date”); provided, however, Parties hereto agree that (i) the Expiration Date for any Claim relating to a breach of the representations representations, warranties and warranties covenants set forth in Section 5.8 2.1 through Section 2.2 of this Agreement shall survive the Closing until the date that is sixty (Taxes60) will be days following the expiration of the applicable statute of limitations; limitations (ii) the Expiration Date for giving effect to any Claim relating to a breach of the representations and warranties set forth in Article IVwaiver, Section 5.1 (Existence and Good Standing), Section 5.2 (Validity 42 and Enforceability), Section 5.3 (Capitalization of Holdco and Enginetics) and Section 5.22 (Brokersextension or mitigation thereof) (the “Excluded RepresentationsSurvival Period”), (ii) and in no event shall the aggregate liability of Rockpoint (as to the representations and warranties in Section 5.15 (Compliance with Laws2.1) as they relate to exceed the Foreign Corrupt Practices Act and in Section 5.19 (Environmental) will be the third anniversary of the Closing Date and Purchase Price, (iii) with respect to the representations and warranties in Section 2.1(f), Rockpoint’s liability shall be limited to U.S. taxes, interest, penalties, additions to tax, contest costs, and other reasonable professional fees and expenses and shall be paid on an after-tax basis and (iv) in no event shall any Claim pending Party be liable under this Agreement for (1) any incidental, consequential, special and indirect damages except to the extent such damages are actually incurred and were reasonably foreseeable, and (2) any punitive damages and damages based on any Expiration Date for which a Claims Notice has been given in accordance with Section 10.4(a) on multiple of revenue or before such Expiration Date may continue to be asserted income unless, and indemnified against until finally resolved. The covenants of the Sellers and the Buyer contained in this Agreement that are to be performed prior only to the Closing will terminate on the 12-month anniversary of the Closing Date; providedextent, howeveractually awarded by, that the covenants of the Sellers and the Buyer contained in this Agreement that are to be performed at or after the Closing will survive the Closing in accordance with their termsto, a governmental authority or other third party. (b) Notwithstanding anything to To the contrary contained in this Article Xextent permitted by law, the Sellers will not have any liability pursuant to Sections 10.2(a) and the Buyer shall not have liability pursuant to Section 10.1 until the aggregate amount of all such Losses sustained by the Indemnified Party (defined below) exceeds an amount equal to $350,000 (the “Deductible”), in which case the Indemnifying Party will be liable for all such Losses to the extent that such Losses exceed such amount, subject to any other limitations in this Section 10.3. For the avoidance of doubt, the Deductible shall not apply to claims made pursuant to Section 10.2(c). (c) Notwithstanding anything to the contrary contained in this Article X, but subject to the limitations in this Section 10.3, the Sellers will not have any liability pursuant to Sections 10.2(a) (other than for breaches of the Excluded Representations for which the following limitation will not apply) in excess of the Base Escrow Amount. For the avoidance of doubt, the foregoing limitation shall not apply to any claims made pursuant to Section 10.2(c). (d) Notwithstanding anything to the contrary contained in this Article X, but subject to the limitations in this Section 10.3, (i) the Sellers will not have any liability pursuant to Section 10.2(a) for breaches of the Excluded Representations in an amount that exceeds 50% of the Base Amount, (ii) no Seller will have any liability pursuant to Section 10.2(b) in an amount that exceeds 50% of the allocable portion of the Base Amount attributable to that Seller pursuant to this Agreement and (iii) the Sellers will not have any liability pursuant to Section 10.2(c) in an amount that exceeds the Base Amount and no Seller will have any liability pursuant to Section 10.2(c) in an amount that exceeds such Seller’s allocable portion of the Base Amount attributable to that Seller pursuant to this Agreement. (e) Notwithstanding any other provision of this Agreement, no Seller shall be liable for any indemnification obligation of any other Seller for a breach of the representations and warranties of such other Seller in Article IV, the breach by any other Seller of any covenant or agreement made solely by such other Seller or any fraud perpetrated by such other Seller. In addition to the other limitations set forth in this Section 10.3, no Seller shall be liable for any indemnification obligation pursuant to Section 10.2(a) or Section 10.2(c) in an amount greater than its Allocable Share of the Buyer’s Losses. (f) Notwithstanding anything to the contrary contained in this Agreement, but subject to the limitations in this Section 10.3, any obligations of the Sellers or any Seller to the Buyer hereunder (i) with respect to all claims other than claims pursuant to Section 10.2(c), will first be drawn against the Base Escrow Amount and if the Base Escrow Amount is reduced to zero, then each Seller shall be liable for its Allocable Share of all such remaining Losses, and (ii) with respect to all claims pursuant to Section 10.2(c), will first be drawn against the Special Escrow Amount and if the Special Escrow Amount is reduced to zero, then each Seller shall be liable for its Allocable Share of all such remaining Losses. If the Buyer is paid or distributed any portion of the Base Escrow Amount in satisfaction of Losses resulting from an inaccuracy or breach of the representations and warranties of any Seller contained in Article IV of this Agreement or a breach by a Seller of a covenant contained in this Agreement, the breaching Seller shall indemnify each non-breaching Seller in an amount equal to the product of (i) the portion of the Base Escrow Amount paid or distributed to the Buyer as a result of such breach or inaccuracy and (ii) the Allocable Share applicable to such non-breaching Seller; provided, that any such indemnity obligation by a breaching Seller shall in no event exceed 50% of the proceeds actually received by such Seller pursuant to this Agreement. In addition, if the Buyer is paid or distributed any portion of the Base Escrow Amount in satisfaction of Losses that would cause any Seller (indirectly through the satisfaction of Losses from the Base Escrow Amount) to be responsible for more than its Allocable Share of any indemnification claim (other than a claim resulting from an inaccuracy or breach of the representations and warranties of that Seller contained in Article IV of this Agreement or a breach by a Seller of a covenant contained in this Agreement) (an “Over Paying Seller”), then each other Seller who is held responsible (indirectly through the satisfaction of Losses from the Base Escrow Account) for less than its Allocable Share (an “Under Paying Seller”) shall indemnify the Over Paying Seller in an amount equal to the amount by which the Under Paying Seller’s Allocable Share of such Losses exceeds the amount for which the Under Paying Seller was held responsible (indirectly through the satisfaction of Losses from the Escrow Account) (such amount, the “True Up Amount”). The aggregate True Up Amount owing from any Under Paying Seller to any Over Paying Seller shall be determined at the earlier of (a) the time that any remaining funds representing the Base Escrow Amount in the Escrow Account are distributed to the Sellers and (b) the time that all funds representing the Base Escrow Amount in the Escrow Account are exhausted pursuant to indemnification claims. If clause (a) applies, then, to the extent possible, the remaining funds representing the Base Escrow Amount in the Escrow Account shall be allocated among the Sellers to satisfy all True Up Amounts. If clause (b) applies, or clause (a) applies but there are insufficient remaining funds representing the Base Escrow Amount in the Escrow Account to satisfy the True Up Amount of an Under Paying Seller, then that Under Paying Seller shall pay the Over Paying Seller that Under Paying Seller’s True Up Amount within ten Business Days after the aggregate True Up Amount owing from that Under Paying Seller to such Over Paying Seller is determined. (g) The Sellers’ and the Buyer’s right to indemnification pursuant to Section 10.1 and Section 10.2, respectively, will be reduced by the amount payable by a third party (including an insurance company), or paid by such third party to another for the account or benefit of the Sellers or the Buyer, as the case may be, with respect to the settlement or resolution of a claim for which the Sellers or the Buyer, as the case may be, was entitled to indemnification hereunder. The Buyer shall promptly remit to the Sellers any insurance or other third party proceeds that are paid to the Buyer with respect to Losses for which the Buyer previously has been compensated pursuant to Section 10.2. (h) The Buyer’s right to indemnification pursuant to Section 10.2 on account of any Losses will be reduced by the net amount of the Tax benefits actually realized by the Buyer or its Affiliates by reason of such Loss (including any Tax benefit arising in subsequent taxable years); provided, however that any deductions or credits resulting from such Losses shall be treated as the first deductions or credits taken on any Tax Return. The Buyer Parties shall use commercially reasonable efforts to claim and realize such Tax benefits in mitigate any loss, liability, claim, action, judgment, settlement, interest, award, penalty, fine, cost, U.S. tax, or other expense of any type or kind (a “Loss”), including by availing the earliest Tax year allowable by applicable Law. To Rockpoint REITs, at the extent that any such Tax benefit is actually realized in a subsequent yearexpense of Rockpoint, the Buyer and Holdco shall make a payment to each Seller equal to that Seller’s Allocable Portion of the amount mitigation provisions available to real estate investment trusts under the Code. Without limiting the foregoing, with respect to any claim against Rockpoint arising out of such Tax benefit. a breach of any representation or warranty under this Agreement (a “Veris Claim”), (i) Neither VRLP, the Buyer nor General Partner and the Sellers are Partnership shall be required to first bring a timely claim under that certain buyers representations and warranties insurance policy issued by GAIG with respect to the transactions contemplated by this Agreement. (the “R&W Insurance Policy”) and exhaust all remedies thereunder, (ii) any Loss shall be calculated net of any Insurance Proceeds, and (iii) in no event shall VRLP, the General Partner or the Partnership be entitled to indemnification for lost profits, diminution in value, multiples of earnings, punitive damages, indirect damages, incidental damages, consequential damages, exemplary damages, special damages or similar damages. (j) The Buyer, absent fraud or misrepresentation by the Sellers, is not entitled to indemnification pursuant to Section 10.2 to the extent that such matter was included in the Net Working Capital calculation or the calculation of the Final Purchase Price. (k) The Buyer’s right to indemnification pursuant to Section 10.2 recover any amounts from Rockpoint on account of any Losses will be reduced by Loss for which VRLP, the amount of any reserve reflected on Holdco’s consolidated books and records as of the Closing Date established for the general category of items or matters similar in nature to the specific items or matters giving rise to such Loss or to the extent that such matter was included in the Net Working Capital calculation General Partner or the calculation of Partnership, as applicable, has received Insurance Proceeds. In furtherance thereof, if VRLP, the Final Purchase Price. (l) The Buyer’s right to indemnification pursuant to Section 10.2(c) General Partner or the Partnership recovers any amounts from Rockpoint on account of any Losses relating Veris Claim (a “Claim Payment”) and subsequently receives Insurance Proceeds with respect to matters set forth on Schedule 10.2(c) such Veris Claim, then VRLP, the General Partner or the Partnership, as applicable, shall not be subject pay to Rockpoint an amount equal to the excess of the Claim Payment received over the amount of the Claim Payment that would have been due if the Insurance Proceeds had been received, realized or recovered before the Claim Payment was made. No provider of any deductible and R&W Insurance Policy shall be paid by the Sellers from the first dollar; providedhave any subrogation right, however that the Special Escrow Amount shall first be used to pay any and all defense costs and expenses associated with the litigation described in clause (ii) entitlement of Schedule 10.2(c). The Buyer’s right to indemnification privilege, or other recourse whatsoever against Rockpoint pursuant to Section 10.2(c) on account this Agreement other than in the case of any Losses relating to matters set forth on Schedule 10.2(c) shall be capped at the Base Amount.Fraud by Rockpoint. As used herein: