Common use of Survival of Representations and Warranties Indemnification Clause in Contracts

Survival of Representations and Warranties Indemnification. (a) The representations and warranties of the parties herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Section 5.01 with respect to any representation or warranty must be made (and will be null and void unless made) on or before the date twenty-four (24) months following the Closing Date (except in the case of representations contained in Section 4.01(c)(v), (g), (i) and (j), which must be made within six (6) months following the expiration of the applicable statute of limitations). (b) The Shareholders, jointly and severally, hereby agree to indemnify and hold Buyer and its officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission of the representations and warranties made by the Primary Shareholder in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreements (hereafter defined), and (iii) any and all liabilities of the Company arising prior to the Closing Date. (c) Buyer hereby agrees to indemnify and hold the Shareholders harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer in this Agreement, (ii) any breach in any material respect by Buyer, unless waived in writing by the Shareholders, of any covenant or agreement of Buyer contained in or arising out of this Agreement or (iii) any claim by Card Service International with respect to the personal guarantee by Bernx Xxxxxxx xx account #54334200579122 with respect to charges incurred after the Closing Date. (d) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section 5.01, provided, however, that no failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnified

Survival of Representations and Warranties Indemnification. (a) The All representations and warranties of contained in this Agreement shall be deemed made at the parties herein contained Closing as if made at such time and shall survive the closing of the purchase contemplated by this Agreementfor twelve (12) months after having been made or deemed made, notwithstanding any investigation at any time made by or on behalf of the other party, provided except that any claims for indemnification in accordance with this Section 5.01 (i) with respect to any claims asserted pursuant to this Section 9.01 before the expiration of the applicable representation or warranty must be made (and will be null and void unless made) on or before warranty, such claims shall survive until the date twenty-four (24) months following the Closing Date (except in the case of representations contained in Section 4.01(c)(v)they are finally liquidated or otherwise resolved, (g), (iii) and (j), which must be made within six (6) months following Section 3.15 shall survive until 120 days after the expiration of the applicable statute of limitationslimitations for the Tax liabilities in question and (iii) Sections 3.01, 3.02, 3.03, 3.04, 3.05(a)(i), 3.16, 4.01, 4.02 and 4.03(a)(i) shall survive indefinitely. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claim. (b) The Shareholders, jointly and severally, hereby agree Company agrees to indemnify and hold Buyer harmless the Investor and its officers, directors, stockholdersemployees, affiliatesduly authorized agents and affiliates from and against all losses, claims, damages, diminution in value of the Shares, expenses (including reasonable counsel fees and disbursements) or liabilities (“Losses”) that are related to or arise out of (1) any breach by the Company of any of its representations or warranties in this Agreement or (2) failure to perform any of the covenants or agreements made by the Company in this Agreement. The term “Losses” as used in this Section 9.01 is not limited to matters asserted by third parties against an Indemnified Party, but includes Losses incurred or sustained by an Indemnified Party in the absence of third party claims, and shall be net of any Tax benefit available to the Indemnified Party. (c) The Investor agrees to indemnify and hold harmless the Company and its officers, directors, employees, representatives duly authorized agents and other agents harmless affiliates from and against all Losses that are related to or arise out of (1) any breach by the Investor of any of its representations or warranties in this Agreement or (2) failure to perform any of the covenants or agreements made by the Investor in this Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to this Section 9.01 with respect to any breach of any representation or warranty, unless and all claimsuntil the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $250,000, liabilitiesafter which the Indemnifying Party shall be liable for the entire aggregate amount of any such indemnifiable Losses; (ii) no Losses may be claimed under Section 9.01 by any Indemnified Party or shall be included in calculating the aggregate Losses set forth in clause (i) above other than Losses in excess of $100,000 resulting from any single claim or aggregated claims arising out of the same facts, lossesevents or circumstances; (iii) with respect to any breach of any representation or warranty, damages or injuries, together with costs and expenses, including reasonable legal fees, the maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from (i) any breach, misrepresentation or material omission of the representations and warranties made by causes set forth in Section 9.01 shall be an amount equal to the Primary Shareholder in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreements (hereafter defined), Purchase Price and (iiiiv) neither party hereto shall have any and all liabilities of the Company arising prior to the Closing Date. (c) Buyer hereby agrees to indemnify and hold the Shareholders harmless from and against liability under any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer in this Agreement, (ii) any breach in any material respect by Buyer, unless waived in writing by the Shareholders, of any covenant or agreement of Buyer contained in or arising out provision of this Agreement or the Registration Rights Agreement for any punitive damages. (iiie) any claim by Card Service International A party claiming indemnification under this Agreement (an “Indemnified Party”) with respect to any claims asserted against the personal guarantee Indemnified Party by Bernx Xxxxxxx xx account #54334200579122 with respect a third party (“Third Party Claim”) that would give rise to charges incurred after the Closing Date. (d) Any party claiming a right to of indemnification hereunder under this Agreement shall promptly (i) notify the "Indemnified Party") shall give the other party from whom indemnification is sought (the "“Indemnifying Party"”) prompt of the Third Party Claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of any claimthe Third Party Claim, demand, action, suit, proceeding or discovery a copy of fact upon which all papers served with respect to such claim (if any) and the basis of the Indemnified Party intends to base a claim Party’s request for indemnification under this Section 5.01Agreement. Failure to provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, provided, however, that no failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially prejudiced by demonstrates actual and material prejudice as a result of such failure. The IndemnifiedIndemnifying Party shall have the right to defend the Indemnified Party against such Third Party Claim provided that such Indemnifying Party has acknowledged in writing its obligation to fully indemnify the Indemnified Party with respect to such Third Party Claim pursuant to this Section 9.01. (f) If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend such Third Party Claim with counsel selected by the Indemnifying Party, who is reasonably acceptable to the Indemnified Party, by all appropriate proceedings, which proceedings shall be prosecuted reasonably diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 9.01(f). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof, provided, however, that the Indemnifying Party shall not consent to the entry of a judgment or enter into any settlement with respect to the matter (i) which does not contain a complete release of the Indemnified Party, contains a finding of responsibility or liability on the part of the Indemnified Party or the violation of any applicable legal requirement, provides any material sanction or material restriction upon the conduct of any business by the Indemnified Party, or provides for any relief other than monetary damages which are paid in full by the Indemnifying Party or (ii) without the prior written consent of the Indemnified Party, which consent shall not be unreasonably conditioned, withheld or delayed. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 9.01, and the Indemnified Party shall bear its own costs and expenses with respect to such participation; provided, however, if in the opinion of counsel of the Indemnified Party there is a reasonable likelihood of a conflict of interest between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall bear the reasonable costs and expenses of one counsel to the Indemnified Party in connection with such defense. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. (g) If the Indemnifying Party fails to notify the Indemnified Party within the thirty (30) days after receipt of any Claim Notice that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 9.01(f), or if the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 9.01(f) but fails to reasonably diligently defend or settle the Third Party Claim, then the Indemnified Party shall have the right to defend the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously defended by the Indemnified Party to a final conclusion or settled (with the reasonable costs and expenses of such defense borne by the Indemnifying Party). The Indemnified Party shall have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent, which shall not be unreasonably withheld or delayed. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 9.01(g), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (h) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall promptly transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, the Indemnified Party’s best estimate of the amount of Losses attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the Indemnity Notice that the Indemnifying Party disputes such claim (the “Dispute Notice”), the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the Dispute Notice, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (i) The parties agree to treat all indemnification payments made under this Section 9.01 or otherwise under this Agreement as an adjustment to the Purchase Price or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant party on an after-Tax basis.

Survival of Representations and Warranties Indemnification. (a) The representations and warranties of the parties herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Section 5.01 with respect to any representation or warranty must be made (and will be null and void unless made) on or before the date twenty-four eighteen (2418) months following the Closing Date (except in the case of representations contained in Section 4.01(c)(v), (g), (i) and (j) and Section 4.02(d) and (g), which must be made within six (6) months following the expiration of the applicable statute of limitations). (b) The Primary Shareholders, jointly and severally, hereby agree to indemnify and hold Buyer Sage and its officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, material misrepresentation or material omission of the representations and warranties made by the Primary Shareholder Shareholders in this Agreement or in any Exhibit hereto or other documents delivered in connection herewithherewith (other than the Employment Agreements (hereafter defined)), (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by the BuyerSage, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, Date (other than the Employment Agreements (hereafter definedAgreements), and (iii) any and all liabilities of the Company arising prior to the Closing Date. Date except (cx) Buyer hereby agrees as set forth on the audited financial statements of the Company as at and for the period ended December 31, 1998, (y) as set forth on the Closing Balance Sheet or (z) as otherwise disclosed in the Exhibits to indemnify this Agreement and hold the Shareholders harmless from and against (iv) one-half of any and all claims, liabilities, losses, damages liabilities in excess of an aggregate amount equal to $75,000 of Sage or injuries, together the Company with costs and expenses, including reasonable legal fees, arising out of respect to or resulting from (i) any breach, misrepresentation or material omission the failure of the information technology used in the representations and warranties made by the Buyer in this Agreement, (ii) any breach in any material respect by Buyer, unless waived in writing by the Shareholders, of any covenant or agreement of Buyer contained in or arising out of this Agreement or (iii) any claim by Card Service International with respect to the personal guarantee by Bernx Xxxxxxx xx account #54334200579122 with respect to charges incurred after the Closing Date. (d) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section 5.01, provided, however, that no failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifiedthe

Survival of Representations and Warranties Indemnification. (a) The All representations and warranties of contained in this Agreement shall be deemed made at the parties herein contained Initial Warrants Closing and at the Second Closing as if made at such time and shall survive the closing of the purchase contemplated by this Agreementfor twelve (12) months after having been made or deemed made, notwithstanding any investigation at any time made by or on behalf of the other party, provided except that any claims for indemnification in accordance with this Section 5.01 (i) with respect to any claims asserted pursuant to this Section 11.01 before the expiration of the applicable representation or warranty must be made (and will be null and void unless made) on or before warranty, such claims shall survive until the date twenty-four (24) months following the Closing Date (except in the case of representations contained in Section 4.01(c)(v)they are finally liquidated or otherwise resolved, (g), (iii) and (j), which must be made within six (6) months following Section 4.15 shall survive until 120 days after the expiration of the applicable statute of limitationslimitations for the Tax liabilities in question and (iii) Sections 4.01, 4.02, 4.03, 4.04, 4.05(a)(i), 4.16, 5.01, 5.02 and 5.03(a)(i) shall survive indefinitely. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claim. (b) The Shareholders, jointly and severally, hereby agree Company agrees to indemnify and hold Buyer harmless the Investor and its officers, directors, stockholders, affiliates, employees, representatives duly authorized agents and other agents harmless affiliates from and against any and all losses, claims, liabilitiesdamages, lossesdiminution in value of the Purchased Securities, damages or injuries, together with costs and expenses, expenses (including reasonable legal fees, arising counsel fees and disbursements) or liabilities (“Losses”) that are related to or arise out of or resulting from (i1) any breach, misrepresentation or material omission of the representations and warranties made breach by the Primary Shareholder Company of any of its representations or warranties in this Agreement or in (2) failure to perform any Exhibit hereto of the covenants or other documents delivered in connection herewith, (ii) any breach in any material respect agreements made by the Company and/or in this Agreement. The term “Losses” as used in this Section 11.01 is not limited to matters asserted by third parties against an Indemnified Party, but includes Losses incurred or sustained by an Indemnified Party in the Shareholdersabsence of third party claims, or any of them, unless waived in writing by the Buyer, and shall be net of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreements (hereafter defined), and (iii) any and all liabilities of the Company arising prior Tax benefit available to the Closing DateIndemnified Party. (c) Buyer hereby The Investor agrees to indemnify and hold harmless the Shareholders harmless Company and its officers, directors, employees, duly authorized agents and affiliates from and against any and all claims, liabilities, losses, damages Losses that are related to or injuries, together with costs and expenses, including reasonable legal fees, arising arise out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer in this Agreement, (ii1) any breach in any material respect by Buyer, unless waived in writing by the Shareholders, Investor of any covenant of its representations or agreement of Buyer contained warranties in or arising out of this Agreement or (iii2) any claim by Card Service International with respect to the personal guarantee by Bernx Xxxxxxx xx account #54334200579122 with respect to charges incurred after the Closing Date. (d) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section 5.01, provided, however, that no failure to give such notice shall excuse perform any Indemnifying Party from any obligation hereunder except to of the extent covenants or agreements made by the Indemnifying Party is materially prejudiced by such failure. The IndemnifiedInvestor in this Agreement.

Survival of Representations and Warranties Indemnification. (a) The All representations and warranties of the parties contained herein contained shall or made in writing by any party in connection herewith will survive the closing execution and delivery of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Section 5.01 with respect to any representation or warranty must be made (and will be null and void unless made) on or before the date twenty-four (24) months following the Closing Date (except in the case of representations contained in Section 4.01(c)(v), (g), (i) and (j), which must be made within six (6) months following the expiration of the applicable statute of limitations). (b) The ShareholdersIn consideration of the Shareholder's execution and delivery of this Agreement and acquisition of the Shares hereunder and in addition to all of the Company's other obligations under this Agreement, jointly and severallythe Company shall defend, hereby agree to protect, indemnify and hold Buyer harmless the Shareholder and its each other holder of Shares and/or shares of Common Stock issuable upon conversion of the Shares and all of their officers, directors, stockholdersmembers, affiliatesmanagers, employeesemployees and agents (collectively, representatives and other agents harmless the "Shareholder Indemnitees") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities, lossesobligations and damages, damages or injuriesand expenses in connection therewith (irrespective of whether any such Shareholder Indemnitee is a party to the action for which indemnification hereunder is sought), together with costs and expenses, including reasonable legal feesattorneys' fees and disbursements (collectively, the "Shareholder Indemnified Liabilities"), incurred by the Shareholder Indemnitees or any of them as a result of, or arising out of of, or resulting from relating to (i) any breachfinder's or brokerage fees not disclosed by the Company, misrepresentation or (ii) any material omission breach of, or inaccuracy of, any representation, warranty or covenant of the representations and warranties made by the Primary Shareholder Company contained in this Agreement or in any Exhibit hereto or other documents delivered in connection herewiththat certain Series C Preferred Stock Purchase Agreement, (ii) any breach in any material respect by dated as of December 31, 1998, between the Company and/or and the Shareholders, or any Shareholder (the "Series C Purchase Agreement"). Prior to the termination of them, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreements (hereafter defined), and (iii) any and all liabilities covenants of the Company arising prior contained in Articles VI and Articles VII of the Series C Purchase Agreement, the Company and the Shareholder agree to execute and deliver an amendment to this Agreement providing for the Closing Dateincorporation herein of such covenants (other than those set forth in Sections 7.10 and Sections 7.12 through 7.17 of the Series C Purchase Agreement) on substantially the same terms and conditions. (c) Buyer hereby agrees In consideration of the Company's execution and delivery of this Agreement and sale of the Shares hereunder and in addition to all of the Shareholder's other obligations under this Agreement, the Shareholder shall defend, protect, indemnify and hold harmless the Shareholders harmless Company and all of its officers, directors, shareholders, employees and agents (collectively, the "Company Indemnitees") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities, lossesobligations and damages, damages or injuriesand expenses in connection therewith (irrespective of whether any such Company Indemnitee is a party to the action for which indemnification hereunder is sought), together with costs and expenses, including reasonable legal feesattorneys' fees and disbursements (collectively, the "Company Indemnified Liabilities"), incurred by the Company Indemnitees or any of them as a result of, or arising out of of, or resulting from relating to (i) any breachfinder's or brokerage fees not disclosed by such Shareholder, misrepresentation or material omission in the representations and warranties made by the Buyer in this Agreement, (ii) any material breach in of, or inaccuracy of, any material respect by Buyerrepresentation, unless waived in writing by the Shareholders, warranty or covenant of any covenant or agreement of Buyer such Shareholder contained in or arising out of this Agreement or (iii) any claim by Card Service International with respect to the personal guarantee by Bernx Xxxxxxx xx account #54334200579122 with respect to charges incurred after the Closing DateAgreement. (d) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section 5.01, provided, however, that no failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnified

Survival of Representations and Warranties Indemnification. (aA) The representations and warranties of the parties herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Article II, Section 5.01 2 below with respect to any representation or warranty must be made (and will be null and void unless made) on or before the date twenty-four (24) months following the Closing Date April 30, 2000 (except in the case of representations contained in Section 4.01(c)(vParagraphs (G), (g), (iI) and (j)J) of Article I, Section 2 hereof, which must be made within six (6) months following the expiration of the applicable statute of limitations). (bB) The Shareholders, jointly and severally, Company hereby agree agrees to indemnify and hold Buyer Buyer, Parent, and its their respective officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission of the representations and warranties made by the Primary Shareholder Company in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of themCompany, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreements (hereafter defined), and (iii) the Business conducted by the Company prior to the Closing Date and any actions or events associated therewith, (iv) any and all liabilities of the Company, other than the Assumed Liabilities, and (v) any failure by the Company arising prior to comply with any provisions of the Closing Datebulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. (cC) Buyer hereby agrees to indemnify and hold the Shareholders Company and its officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer in this Agreement, (ii) any breach in any material respect by Buyer, unless waived in writing by the ShareholdersCompany, of any covenant or agreement of Buyer contained in or arising out of this Agreement Agreement, or any other agreement delivered in connection herewith on the Closing Date or (iii) any claim the Business as conducted by Card Service International with respect to the personal guarantee by Bernx Xxxxxxx xx account #54334200579122 with respect to charges incurred Buyer, after the Closing Date. (dD) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact (any of which shall be a "Claim") upon which the Indemnified Party intends to base a claim for indemnification under this Article II, Section 5.012, provided, however, that no failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure. The IndemnifiedIndemnified Party shall not settle or compromise any Claim by a third party without the prior written consent of the Indemnifying Party, which will not be unreasonably withheld or delayed, unless suit in respect of such Claim shall have been instituted against the Indemnified Party and the Indemnifying Party shall not have chose to participate in the defense of such suit after notification thereof if the

Survival of Representations and Warranties Indemnification. All representations and warranties contained herein or made in writing by any Party in connection herewith shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (regardless of any investigation made by any Party or on its behalf) as follows: (a) The the representations and warranties of in Section 6.1 (Organization), Section 6.2 (Equity Securities and Related Matters), Section 6.3 (Subsidiaries; Investments) Section 6.4 (Authorization), Section 6.5 (No Contravention), Section 6.10 (Governmental and Regulatory Proceedings), Section 6.11 (Agreements and Regulatory Agencies), Section 6.13 (No Restrictions), Section 6.32 (Brokerage), Section 7.1 (Organization, Power and Authority) and Section 7.2 (Authorization) shall not terminate; (b) the parties herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Section 5.01 with respect to any representation or warranty must be made (representations and will be null and void unless made) on or before the date twenty-four (24) months following the Closing Date (except in the case of representations warranties contained in Section 4.01(c)(v), 6.17 (g), (iTax Matters) and Section 6.20 (j), which must be made within six (6ERISA) months following shall terminate after the expiration of the applicable statute statutes of limitationslimitations with respect to the liabilities in question (after giving effect to any extensions or waivers thereof). , plus thirty (30) days (the representations and warranties described in clauses (a) and (b) The Shareholdersof this Section 8.6 collectively, jointly the “Fundamental Representations and severallyWarranties”); and (c) all other representations and warranties contained herein shall survive until the (30) days after the delivery to Purchasers of the audited financials for fiscal year 2013; provided that any representation or warranty in respect of which indemnity may be sought under this Section 8.6 and the indemnity with respect thereto shall survive the time at which it would otherwise terminate pursuant to the foregoing if notice of the inaccuracy or breach or potential inaccuracy or breach thereof giving rise to such right or alleged right of indemnity shall have been given to the Corporation prior to such time. In consideration of the Purchasers’ execution and delivery of this Agreement and purchase of the Series C Preferred, hereby agree to indemnify the Corporation shall indemnify, pay and defend the Indemnitees and hold Buyer each of them harmless against and its officerspay on behalf of or reimburse such Indemnitees for any Losses which any such Indemnitee may suffer, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages sustain or injuries, together with costs and expenses, including reasonable legal fees, become subject to as a result of or arising out of or resulting from (ix) any breachbreach by the Corporation or any Subsidiary of any of their respective covenants or agreements contained in this Agreement or any of the Schedules or Exhibits hereto, misrepresentation and (y) any breach by the Corporation or material omission any Subsidiary of any of their representations or warranties contained in this Agreement or any of the Schedules or Exhibits hereto; provided that, other than with respect to any breach of the representations and warranties made contained in Sections 6.1, 6.2, 6.3, and 6.4, (i) the Indemnitees shall not be entitled to an indemnity from the Corporation pursuant to this clause (y) until the aggregate amount of Losses hereunder exceeds $500,000 in the aggregate (the “Deductible Amount”), in which case the Indemnitees shall be entitled to indemnification for Losses hereunder from the first dollar, and (ii) the Indemnitees shall not be entitled to indemnification for Losses pursuant to this clause (y) in the aggregate in excess of $30,000,000 (the “Cap”), which Cap will be the maximum aggregate liability of the Corporation for all Losses incurred by the Primary Shareholder in this Agreement Purchasers and any other Persons arising pursuant to or in connection with this Agreement. For the avoidance of doubt, the Parties acknowledge and agree that the Deductible Amount and the Cap shall not apply to (i) the Corporation’s indemnification obligation for breaches of any Exhibit hereto of the representations and warranties contained in Sections 6.1, 6.2, 6.3, and 6.4 or other documents delivered in connection herewithto any breach of any covenants, and (ii) any breach in Party’s rights to maintain or recover any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered amounts in connection herewith on with any action or claim based upon fraud or intentional misrepresentation. In the Closing Date, including without limitationevent that the Purchasers make an indemnification claim pursuant to this Section 8.6, the Employment Agreements (hereafter defined), and (iii) any and all liabilities of the Company arising prior Purchasers shall be deemed to the Closing Date. (c) Buyer hereby agrees to indemnify and hold the Shareholders harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer in this Agreement, (ii) any breach in any material respect by Buyer, unless waived in writing by the Shareholders, of any covenant or agreement of Buyer contained in or arising out of this Agreement or (iii) any claim by Card Service International have suffered Losses with respect to such claim pro-rata based on the personal guarantee number of Series C Preferred shares held by Bernx Xxxxxxx xx account #54334200579122 each Purchaser on the date such Losses were incurred and any amounts payable by any Party with respect thereto shall be paid to charges incurred after the Closing Dateeach Purchaser on such pro-rata basis. (d) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section 5.01, provided, however, that no failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnified

Survival of Representations and Warranties Indemnification. (aA) The representations and warranties of the parties herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Article II, Section 5.01 2 below with respect to any representation -12- 13 or warranty must be made (and will be null and void unless made) on or before the date twenty-four eighteen (2418) months following the Closing Date (except in the case of representations contained in Section 4.01(c)(vParagraphs (B)(vi), (gG), (iI) and (j)J) of Article I, Section 2 hereof, which must be made within six (6) months following the expiration of the applicable statute of limitations). (bB) The Company and the Shareholders, jointly and severally, hereby agree to indemnify and hold Buyer Buyer, Parent, and its their respective officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission of the representations and warranties made by the Primary Shareholder Company and/or the Shareholders in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreements (hereafter defined)Agreement to be entered into at the Closing between Chunx xxx Parent, and (iii) the Business conducted by the Company prior to the Closing Date and any actions or events associated therewith, (iv) any and all liabilities of the Company, other than the Assumed Liabilities, and (v) any failure by the Shareholders or the Company arising prior to comply with any provisions of the bulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, neither Shareholder shall be responsible for more than his or her pro rata share of such liability based on their respective stock ownership of the Company as of the Closing as set forth on Exhibit A hereto. The obligations of the Company and the Shareholders pursuant to this Paragraph (B) of this Section shall be limited to an aggregate amount not in excess of the Purchase Price. Neither the Buyer nor the Parent shall make any claim hereunder unless and until the aggregate amount of such claim exceeds $25,000; provided, however, that if the aggregate amount of claims by the Buyer or the Parent exceeds $25,000, the obligations of the Company and Shareholders hereunder shall be with respect to the Closing Dateentire amount of such claims. (cC) Buyer and Parent hereby agrees agree to indemnify and hold the Company and the Shareholders harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer and/or Parent in this Agreement, (ii) any breach in any material respect by BuyerBuyer and/or Parent, unless waived in writing by the ShareholdersCompany, of any covenant or agreement of Buyer and/or Parent contained in or arising out of this Agreement Agreement, or (iii) any claim the Business as conducted by Card Service International with respect to the personal guarantee by Bernx Xxxxxxx xx account #54334200579122 with respect to charges incurred Buyer and/or Parent, after the Closing Date. (dD) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section 5.01Section (E) On the Closing Date, provided, however, that no failure to give such notice one hundred twenty thousand (120,000) of the four hundred fifty thousand (450,000) shares of the Common Stock which is part of the Purchase Price (the "Escrowed Amount") shall excuse any Indemnifying Party from any obligation hereunder except be delivered to the extent escrow agent listed on Exhibit A (the Indemnifying Party is materially prejudiced by such failure"Escrow Agent") to be held in escrow in accordance with the terms of a separate escrow agreement to be entered into between the parties (the "Indemnity Escrow Agreement") on or prior to the Closing Date. The IndemnifiedEscrowed Amount will be held in escrow by the Escrow Agent as security for any indemnification obligation of the Company and the Shareholders, or any of them, to Buyer pursuant to the terms of Article II, Section 2, Paragraph (B) of this Agreement. Indemnity claims by Buyer pursuant to said Paragraph (B) shall be satisfied first by the reduction of the Escrowed Amount until the termination of the Indemnity Escrow Agreement and thereafter by the Company and the Shareholders, jointly and severally. The Escrowed Amount does not constitute a limit on the liability of the Company and the Shareholders to Buyer hereunder, it being understood and agreed that the Company and each of the Shareholders, shall remain jointly and severally liable to satisfy the amount of such claims which exceed the Escrowed Amount. The Escrowed Amount shall be held by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement which shall be agreed upon and entered into by the Escrow Agent, the Company, the Shareholders and Buyer on or before the Closing Date. Among other things, the Indemnity Escrow Agreement will provide that on March 31, 2000, the Escrow Agent shall deliver to the Company or its designee the Common Stock then being held by the Escrow Agent, if any, as has not previously been applied pursuant to the terms of said Indemnity Escrow Agreement, unless an indemnification claim by Buyer against the Company and/or the Shareholders is then pending.

Survival of Representations and Warranties Indemnification. (a) The respective representations and warranties of the parties Pointe and Republic herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Section 5.01 with respect to any representation or warranty must be made (and will be null and void unless made) on or before the date twenty-four (24) months following the Closing Date (except in the case of representations contained in Section 4.01(c)(v), (g), (i) and (j), which must be made within six (6) months following the expiration of the applicable statute of limitations). (b) The Shareholders, jointly and severally, hereby agree to indemnify and hold Buyer and its officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission of the representations and warranties made by the Primary Shareholder in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreements (hereafter defined), and (iii) any and all liabilities of the Company arising prior to the Closing Date. (cb) Buyer hereby agrees to Republic shall indemnify and hold the Shareholders Pointe harmless from and against any and all claimsclaims or damages, liabilities, losses, damages or injuries, together with costs including reasonable attorneys' fees and expenses, including reasonable legal fees, arising out of to the extent that the same are ultimately held in a final judgment (with respect to which all appeals have expired or resulting been denied) to have resulted from (i) the breach by Republic of any breachDeposit Account, misrepresentation Loan, Contract, or material omission Other Loan assigned to or assumed by Pointe hereunder or pursuant to the Participations or from the conduct of Republic or its agents in connection with the representations and warranties made by operation of the Buyer in this AgreementSubject Office on or prior to the Closing Date, (ii) from any misrepresentation or breach in of warranty or failure to perform any material respect agreement by BuyerRepublic hereunder, unless waived in writing by (iii) as the Shareholders, result of any covenant undisclosed encumbrance, liability, claim or agreement commitment, contingent or otherwise, adversely affecting any of Buyer contained in the Subject Offices, the Deposit Accounts, the Loans, the Contracts, the Lease, the Fixed Assets and the Participations, including without limitation, any tax or other claims, liens, or liabilities, actions, claims or proceedings arising out of events prior to the Closing Date, or (iv) from any other finally adjudicated liability of Republic with respect to the Subject Offices not expressly assumed by Pointe under or pursuant this Agreement Agreement. (c) Pointe shall indemnify and hold Republic harmless against any claims or damages, including reasonable attorneys', fees and expenses, to the extent that the same are ultimately held in a final judgment (with respect to which all appeals have expired or been denied) to have resulted from (i) the breach by Pointe of any Deposit Account, Loan or Contract assigned to or assumed by Pointe hereunder or from the conduct of Pointe or its agents in connection with the operation of the Subject Offices subsequent to the Closing Date, (ii) from any misrepresentation or breach of warranty or failure to perform any agreement by Pointe hereunder, including but not limited to the failure to perform in accordance with the terms of all of the obligations assumed hereunder, or (iii) any claim actions taken by Card Service International Republic in connection with respect the processing of items pursuant to the personal guarantee by Bernx Xxxxxxx xx account #54334200579122 with respect to charges incurred after the Closing DateSection 7(c) hereof. (d) Any party claiming a right to indemnification hereunder (In the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice event that Republic or Pointe learns of any claim, demand, action, suit, proceeding or discovery of fact upon claim which the Indemnified Party intends may give rise to base a claim for indemnification under this Section 5.0112(b) or (c), providedthe party learning of such claim ("Indemnified Party"), howeveras a precondition to making a claim for indemnification thereunder, that no failure shall give prompt notice of the commencement thereof in writing to give the other ("Indemnifying Party"). In case any such notice shall excuse any claim is brought against the Indemnified Party and the Indemnified Party notifies the Indemnifying Party from any obligation hereunder except of the commencement thereof, the Indemnifying Party will be entitled to participate therein and to the extent that it may wish to assume control of the defense thereof, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the Indemnifying Party is materially prejudiced to the Indemnified Party of its election so to assume control of the defense of such claims with such counsel, the Indemnifying Party will not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by such failurethe Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. (e) Republic shall indemnify Pointe against any and all information reporting, backup withholding, customer tax payer identification number certification, nonresident alien status certification or "due diligence" penalties assessed against Pointe as a result of Republic's failure to comply with the applicable Internal Revenue Service regulations in connection with the Deposit Accounts. The IndemnifiedThis indemnification shall survive the Closing Date without limitation.

Survival of Representations and Warranties Indemnification. (aA) The representations and warranties of the parties herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Article II, Section 5.01 2 below with respect to any representation or warranty must be made (and will be null and void unless made) on or before the date twenty-four twelve (2412) months following the Closing Date (except in the case of representations contained in Section 4.01(c)(vParagraphs (B)(v), (gG), (iI), (J) and (j)K) of Article 1, Section 2 hereof, which must be made within six (6) months following the expiration of the applicable statute of limitations). (bB) The ShareholdersCompany and Safeguard Scientifics Inc., an investor in the -10- 11 Company, jointly and severally, severally hereby agree to indemnify and hold Buyer Buyer, Parent, and its their respective officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breachbreach (including, without limitation, the Company's breach of its guarantee under Section 3 of this Article), misrepresentation or material omission of the representations and warranties made by the Primary Shareholder Company in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreements (hereafter defined)Agreement, and (iii) the Devcom Business conducted by the Company prior to the Closing Date and any actions or events associated therewith, (iv) any and all liabilities of the Company, other than the Assumed Liabilities, and, (v) any failure by the Company arising prior to comply with any provisions of the Closing Datebulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, the liability of Safeguard Scientifics Inc. under the preceding sentence shall not exceed Three Hundred Thousand ($300,000) Dollars, exclusive of the Escrow Amount (hereafter defined). (cC) Buyer hereby agrees to indemnify and hold the Shareholders Company harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer in this Agreement, (ii) any breach in any material respect by Buyer, unless waived in writing by the ShareholdersCompany, of any covenant or agreement of Buyer contained in or arising out of this Agreement or Agreement, (iii) any claim the Devcom Business as conducted by Card Service International with respect to the personal guarantee by Bernx Xxxxxxx xx account #54334200579122 with respect to charges incurred Buyer, after the Closing Date, or (iv) the Assumed Liabilities. (dD) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section 5.012, provided, however, that no failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure. The IndemnifiedIndemnified Party shall have full responsibility and authority with respect to the disposition of any action, suit or proceeding brought against it; provided, however, that it will not settle any such action, suit or proceeding without the prior written consent of the Indemnifying Party, which will not be unreasonably withheld or delayed. In the event any action, suit or proceeding is brought against the Indemnified Party with respect to which the Indemnifying Party may have liability under the indemnity agreements contained in Paragraphs (B) and (C) of Article II, Section 2 hereof, however, the Indemnifying Party shall have the right, without prejudice to the Indemnified Party's rights under this Agreement, at the Indemnifying Party's sole expense, to be represented by counsel of its own choosing and with whom counsel for the Indemnified Party shall confer in connection with the defense of any such action, suit, or proceeding. The Indemnified Party shall make available to (E) On the Closing Date, ten (10%) percent of the Purchase Price (the "Escrowed Amount") shall be paid to the escrow agent listed on Exhibit A (the "Escrow Agent") to be held in escrow in accordance with the terms of an escrow agreement to be entered into between the parties (the "Escrow Agreement") on or prior to the Closing Date. The Escrowed Amount will be held in escrow by the Escrow Agent as security for any indemnification obligation of the Company to Buyer pursuant to the terms of Article II, Section 2, Paragraph (B) of this Agreement. Indemnity claims by Buyer pursuant to said Paragraph (B) shall be satisfied first by the reduction of the Escrowed Amount until the termination of the Escrow Agreement and thereafter by the Company and/or Safeguard Scientifics, Inc. The Escrowed Amount does not constitute a limit on the liability of the Company to Buyer hereunder, it being understood and agreed that the Company shall, subject to the limitation provided for in Sectxxx 0, Xxxxxxxxx (X) xxxeof, remain liable to satisfy the amount of such claims which exceed the Escrowed Amount. The Escrowed Amount shall be held by the Escrow Agent pursuant to the terms of the Escrow Agreement which shall be agreed upon and entered into by the Escrow Agent, the Company, and Buyer on or before the Closing Date. Among other things, the Escrow Agreement will provide that on the second anniversary hereof, the Escrow Agent shall pay to the Company or its designee such amount of the Escrow Amount then remaining, if any, as has not previously been applied pursuant to the terms of said Escrow Agreement, unless an indemnification claim by Buyer against the Company is then pending. The Escrowed Amount shall also be available to cover any shortfall on the collection of the Closing Accounts Receivables pursuant to Section 3 below of this Article II. (F) By joining in the execution of this Agreement, Parent, jointly and severally with Buyer, hereby agrees to indemnify and hold the Company harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from any breach, misrepresentation or material omission of any of the representations and warranties made by Buyer in this Agreement relating to Parent. (G) By joining in the execution of this Agreement, the Executives jointly and severally hereby agree to indemnify and hold Buyers and Parent harmless from and against any and all claims, liabilities, losses, damages, or injuries, together with costs and expenses, including reasonable legal fees, arising from a breach of their restrictive covenants set forth in Section 1 above in this Article II notwithstanding any equitable remedies which may also be available. (H) The obligations of the Company pursuant to Paragraph (B) of this Section and the obligations of the Buyer pursuant to Paragraph (C) of this Section shall, in each case, be limited to an aggregate amount not in excess of the Purchase Price. Neither the

Survival of Representations and Warranties Indemnification. (a) The representations and warranties of the parties herein contained shall in this Agreement will survive the closing Closing and will expire by their own terms on the one (1) year anniversary of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Section 5.01 with respect to any representation or warranty must be made (and will be null and void unless made) on or before the date twenty-four (24) months following the Closing Date (except in the case of representations contained in Section 4.01(c)(v), (g), (i) and (j), which must be made within six (6) months following the expiration of the applicable statute of limitations)Date. (b) The ShareholdersSubject to the provisions of this Section 13, Seller and Operator, on the one hand, and Buyer, on the other hand, each shall (jointly and severally, hereby agree to indemnify in the case of Seller and operator) indemnify, defend, and hold Buyer harmless the other party and its officersaffiliates, members, directors, stockholdersofficers and agents for, affiliates, employees, representatives and other agents harmless from and against any and all any damages, suits, claims, liabilitiesproceedings, lossesfines, damages or injuriesjudgments, together with costs costs, and expenses, expenses (including reasonable legal attorneys’ fees) (collectively, arising out “Losses”) asserted against or suffered by such other party as a result of or resulting arising from (i) any breachbreach by such party of its representations, misrepresentation warranties, or material omission of the representations and warranties made by the Primary Shareholder covenants in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreements (hereafter defined), and (iii) any and all liabilities of the Company arising prior to the Closing Date. (c) Buyer hereby agrees Any party entitled to indemnify and hold the Shareholders harmless from and against receive indemnification under this Agreement (an “Indemnitee”) will use commercially reasonable efforts to mitigate any and all claims, liabilities, losses, damages or injuries, together with costs and expensesindemnifiable Losses, including using commercially reasonable legal feesefforts to recover otherwise indemnifiable Losses from insurers of Indemnitee under applicable insurance policies so as to reduce the amount of any indemnifiable Loss hereunder, arising out and will not take any action specifically excluding from any of or resulting from its insurance policies any otherwise indemnifiable Losses if losses of such type are otherwise covered by such policies. The amount of any indemnifiable Loss will be reduced: (i) to the extent that Indemnitee receives any breachinsurance or any other proceeds with respect to an otherwise indemnifiable Loss, misrepresentation or material omission in the representations and warranties made by the Buyer in this Agreement, (ii) take into account any breach in net tax benefit recognized by Indemnitee arising from the recognition of the indemnifiable Loss and any material respect by Buyer, unless waived in writing by the Shareholders, of any covenant or agreement of Buyer contained in or arising out of this Agreement or (iii) any claim by Card Service International payment actually received with respect to the personal guarantee by Bernx Xxxxxxx xx account #54334200579122 with respect to charges incurred after the Closing Datean otherwise indemnifiable Loss. (d) Any party claiming In the event that Indemnitee becomes aware of a right claim for which it may be entitled to indemnification hereunder (the "Indemnified Party") shall give hereunder, such party will promptly notify the other party (an “Indemnitor”), describing the claim in reasonable detail and indicating the estimated amount, to the extent practicable, of the indemnifiable Loss that Indemnitee claims it has sustained or may sustain. Indemnitor, at its sole cost and expense, will have the right, upon written notice to the Indemnitee delivered within fifteen (15) business days following its receipt of such notice from whom the Indemnitee, to retain counsel and conduct the defense of the claim while reserving its right to contest the issue of whether it is liable to Indemnitee for any indemnification is sought (hereunder. If Indemnitor elects to conduct the "Indemnifying Party") prompt defense of the claim, Indemnitee will cooperate fully with respect thereto, and the costs of any separate counsel retained by Indemnitee will be borne solely by Indemnitee. In the event Indemnitor fails to timely respond to the written notice of any a claim, demandor refuses to timely retain counsel and conduct the defense of the claim, actionIndemnitee may retain counsel and conduct the defense of the claim, suit, proceeding or discovery of fact upon which and Indemnitor will be liable for all reasonable defense costs (including reasonable attorneys’ fees) to the Indemnified Party intends extent Indemnitor is otherwise obligated hereunder to base a indemnify Indemnitee with respect to such claim. In connection with any claim for indemnification under this Section 5.01which Indemnitor accepts full responsibility hereunder, Indemnitor will have full authority to make all decisions and determine all actions to be taken with respect to the defense and settlement of the claim, including the right to pay, compromise, settle, or otherwise dispose of the claim at Indemnitor’s expense; provided, however, that no any such settlement will be subject to the prior consent of Indemnitee, which will not be unreasonably withheld or delayed, if the settlement involves relief other than or in addition to the payment of money by Indemnitor. A failure to give such timely notice shall excuse any Indemnifying Party from any obligation hereunder except will affect the rights and obligations of a party hereunder only to the extent the Indemnifying Party is materially prejudiced by that, as a result of such failure. The Indemnified, the party entitled to receive the notice was actually prejudiced as a result of such failure; provided, however, that in no event will a claim for indemnification be valid if made after the expiration of the applicable survival period set forth herein. (e) Notwithstanding any other provision of this Section 13, no claim for indemnification by either party hereunder may be made unless the aggregate amount of all Indemnifiable Losses exceeds $25,000. (f) For the avoidance of doubt, (i) the obligations and covenants contained in this Section 13 shall survive the Closing for the applicable survival period set forth herein, (ii) the remedies and obligations under this Section 13 shall apply after the Closing only, (iii) prior to the Closing, or in the event that this Agreement is terminated, the parties’ remedies will be determined by other provisions contained in this Agreement, and (iv) after the Closing, the sole and exclusive remedy for any breach or alleged breach of any representation, warranty, or covenant under this Agreement or any other instrument or agreement delivered in connection with this transaction (including the OTA) will be to seek indemnification in accordance with, and subject to the limitations of, this Section 13.

Survival of Representations and Warranties Indemnification. (a) The All representations and warranties of the parties herein contained in this Agreement shall be deemed made at each Closing as if made at such time and shall survive the closing of the purchase contemplated by this Agreementeach Closing for 12 months, notwithstanding any investigation at any time made by or on behalf of the other party, provided except that any claims for indemnification in accordance with this Section 5.01 (i) with respect to any claims notified to the Company before the expiration of the applicable representation or warranty must be made (and will be null and void unless made) on or before warranty, such claims shall survive until the date twenty-four (24) months following the Closing Date (except in the case of representations contained in Section 4.01(c)(v)they are finally liquidated or otherwise resolved, (g), (iii) Sections 4.10 and (j), which must be made within six (6) months following 4.14 shall survive until 30 days after the expiration of the applicable statute of limitations, and (iii) Sections 4.01, 4.02, 4.03, 4.04 and 4.21 shall survive indefinitely. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Company a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claim. The indemnity contained in Section 10.01(b) shall not be construed to limit or restrict the right of the Investor to seek damages or any other remedy available at law or equity for any breach by the Company of any of its representations, warranties, covenants or agreements under this Agreement. (b) The Shareholders, jointly and severally, hereby agree Company agrees to indemnify and hold Buyer and harmless the Investor, its partners, affiliates, officers, directors, stockholders, affiliates, employees, representatives employees and duly authorized agents and its affiliates and each other agents harmless person controlling the Investor or any of its affiliates within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and any partner of the Investor from and against any and all losses, claims, damages, costs, expenses (including reasonable counsel fees and disbursements) or liabilities, losses, damages which are related to or injuries, together with costs and expenses, including reasonable legal fees, arising arise out of any untrue statement or resulting from alleged untrue statement of a material fact contained in the Proxy Statement or any Rights Offering Registration Statement (i) including any breach, misrepresentation or material omission of the representations and warranties made by the Primary Shareholder in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholdersprospectus related thereto), or any of themomission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, unless waived except to the extent such Losses are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to the Investor that is supplied by the Investor in writing by the Buyer, of specifically for inclusion in such Proxy Statement or Rights Offering Registration Statement (including any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreements (hereafter definedprospectus related thereto), and (iii) any and all liabilities of the Company arising prior to the Closing Date. (c) Buyer hereby The Investor agrees to indemnify and hold harmless the Shareholders harmless Company, its Subsidiaries and each of their respective officers, directors, employees, duly authorized agents and affiliates from and against any and all losses, claims, damages, costs, expenses (including reasonable counsel fees and disbursements) or liabilities, losses, damages which are related to or injuries, together with costs and expenses, including reasonable legal fees, arising arise out of any untrue statement or resulting from (i) any breach, misrepresentation or alleged untrue statement of a material omission fact contained in the representations and warranties made Proxy Statement or any Rights Offering Registration Statement (including any prospectus related thereto) or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such Losses are caused by any such untrue statement or omission, or alleged untrue statement or omission, based upon information relating to the Investor that is supplied by the Buyer in this Agreement, (ii) any breach in any material respect by Buyer, unless waived Investor in writing by the Shareholders, of specifically for inclusion in such Proxy Statement or Rights Offering Registration Statement (including any covenant or agreement of Buyer contained in or arising out of this Agreement or (iii) any claim by Card Service International with respect to the personal guarantee by Bernx Xxxxxxx xx account #54334200579122 with respect to charges incurred after the Closing Dateprospectus related thereto). (d) Any A party claiming a right to indemnification hereunder under this Agreement (the "an “Indemnified Party"”) shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of with respect to any claim, demand, action, suit, proceeding or discovery of fact upon which claims asserted against the Indemnified Party intends by a third party (“Third Party Claim”) that would give rise to base a right of indemnification under this Agreement shall promptly (i) notify the party required to indemnify the Indemnified Party (the “Indemnifying Party”) of the Third Party Claim, and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Section 5.01Agreement. Failure to provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, provided, however, that no failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially prejudiced by demonstrates actual and material prejudice as a result of such failure. The IndemnifiedIndemnifying Party shall have the right to defend the Indemnified Party against such Third Party Claim provided that the Indemnifying Party has acknowledged in writing its obligation to fully indemnify the Indemnified Party with respect to such Third Party Claim pursuant to this Section 10.01. (e) If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend such Third Party Claim with counsel selected by the Indemnifying Party, who is reasonably acceptable to the Indemnified Party, by all appropriate proceedings, which proceedings shall be prosecuted reasonably diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 10.01(e), provided, however, that the Indemnifying Party shall not consent to the entry of a judgment or enter into any settlement with respect to the matter (i) (A) which does not contain a complete release of all Indemnified Parties, (B) contains a finding of responsibility or liability on the part of any Indemnified Party or the violation of any applicable legal requirement, (C) provides any material sanction or material restriction upon the conduct of any business by any Indemnified Party, or (D) provides for any relief other than monetary damages which are paid in full by the Indemnifying Party , or (ii) without the prior written consent of the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to reasonably cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 10.01, and the Indemnified Party shall bear its own costs and expenses with respect to such participation; provided, however, that if in the opinion of counsel of the Indemnified Party there is a reasonable likelihood of a conflict of interest between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall bear the reasonable costs and expenses of one counsel to the Indemnified Party in connection with such defense. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. (f) If the Indemnifying Party fails to notify the Indemnified Party within the thirty (30) days after receipt of any Claim Notice that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 10.01(e), or if the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 10.01(e) but fails to reasonably diligently defend or settle the Third Party Claim, then the Indemnified Party shall have the right to defend the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously defended by the Indemnified Party to a final conclusion or settled (with the reasonable costs and expenses of such defense borne by the Indemnifying Party). The Indemnified Party shall have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent, which shall not be unreasonably withheld or delayed. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 10.01(f), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (g) The parties agree to treat all indemnification payments made under this Section 10.01 or otherwise under this Agreement as an adjustment to the Share Purchase Price or as capital contributions for Tax purposes.

Survival of Representations and Warranties Indemnification. (aA) The representations and warranties of the parties herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Article II, Section 5.01 2 below with respect to any representation or warranty must be made (and will be null and void unless made) on or before the date twenty-four (24) months following the Closing Date (except in the case of representations contained in Section 4.01(c)(vParagraphs (B)(vi), (gG), (iJ) and (j)K) of Article I, Section 1 hereof, which must be made within six (6) months following the expiration of the applicable statute of limitations). (bB) The ShareholdersCompany and Dabbx, jointly xxintly and severallyseverally (except that Dabbx xxxll have no liability with respect to representations and warranties made in Section 3 of Article I), hereby agree to indemnify and hold Buyer Buyer, Parent, and its their respective officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission of the representations and warranties made by the Primary Shareholder in Company and Dabbx xx this Agreement or in any Exhibit hereto or other documents delivered in connection herewithAgreement, (ii) any breach in any material respect by the Company and/or the Shareholdersand Dabbx, or any xx either of them, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date to which the Company is a party, (iii) the Business conducted by the Company prior to the Closing Date, including without limitation, the Employment Agreements (hereafter defined), and (iiiiv) any and all liabilities of the Company, other than the Assumed Liabilities, and (v) any failure by Dabbx xx the Company to comply with any provisions of the bulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. (C) Notwithstanding anything to the contrary set forth above or elsewhere in this Agreement, and except with respect to claims arising from, or damages suffered by Buyer in connection with, a breach of the representations contained in Paragraphs (B) (vi), (G), (J) and (K) of Article I, Section 1 hereof which are addressed below, the Company, Dabbx xxx Optimum in the aggregate shall not have any obligation to indemnify Buyer for, nor pay to Buyer, any amount for any claims or causes of action arising under this Agreement that would cause the aggregate amounts theretofore paid or to be paid by them to exceed the Aggregate Ceiling (as defined below), after which point neither the Company, Dabbx xxx Optimum will have any further obligation to indemnify Buyer. For claims made prior to the first anniversary of the Closing Date, the Aggregate Ceiling shall be $2,500,000. For claims made on or after the first anniversary of the Closing Date and prior to the second anniversary of the Closing Date, the Aggregate Ceiling shall be reduced to $1,250,000 minus fifty (50%) percent of the amounts paid to Buyer with respect to all claims made by Buyer in the first year following the Closing Date, provided that if fifty (50%) of the amounts paid to Buyer on claims made in such first year equal or exceed $1,250,000 in the aggregate, then the Aggregate Ceiling for the second year shall be $0. A claim shall be deemed to be made under this Agreement when written notice thereof (describing the claim in reasonable detail and specificity) is received by the party to whom a claim is made against. The joint and several indemnification obligations of the Company and Dabbx xxx breaches of the representations contained in Paragraphs (B) (vi), (G), (J) and (K) of Article I, Section 1 hereof shall not exceed $2,500,000 in the aggregate. Notwithstanding anything to the contrary contained in this Agreement, the total monetary liability of the Company, Dabbx xxx Optimum for any claims or causes of action arising under or in connection with this Agreement, shall not exceed $2,500,000 in the aggregate. (cD) Buyer hereby agrees to indemnify and hold the Shareholders harmless Company and Dabbx xxxmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer in this Agreement, (ii) any breach in any material respect by Buyer, unless waived in writing by the ShareholdersCompany, of any covenant or agreement of Buyer contained in or arising out of this Agreement Agreement, or (iii) any claim the Business as conducted by Card Service International with respect to the personal guarantee by Bernx Xxxxxxx xx account #54334200579122 with respect to charges incurred Buyer, after the Closing Date. (dE) Any party claiming a right By joining in the execution of this Agreement, Parent, jointly and severally with Buyer, hereby agrees to indemnification hereunder (indemnify and hold the "Indemnified Party") shall give the other party Company and Dabbx xxxmless from whom indemnification is sought (the "Indemnifying Party") prompt written notice and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section 5.01, provided, however, that no failure to give such notice shall excuse any Indemnifying Party resulting from any obligation hereunder except breach, misrepresentation or material omission in the representations and warranties made by Buyer in this Agreement and the failure of Buyer to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifiedperform any covenant of or agreement in this Agreement.

Survival of Representations and Warranties Indemnification. (a) The All representations and warranties of the parties contained herein contained shall or made in writing by any party in connection herewith will survive the closing execution and delivery of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Section 5.01 with respect to any representation or warranty must be made (and will be null and void unless made) on or before the date twenty-four (24) months following the Closing Date (except in the case of representations contained in Section 4.01(c)(v), (g), (i) and (j), which must be made within six (6) months following the expiration of the applicable statute of limitations). (b) The ShareholdersIn consideration of the Purchaser's execution and delivery of this Agreement and acquisition of the Series C Preferred Shares hereunder and in addition to all of the Corporation's other obligations under this Agreement, jointly and severallythe Corporation shall defend, hereby agree to protect, indemnify and hold Buyer harmless the Purchaser and its each other holder of Series C Preferred Shares and/or Underlying Shares and all of their officers, directors, stockholdersemployees and agents (collectively, affiliates, employees, representatives and other agents harmless the "PURCHASER INDEMNITEES") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities, lossesobligations and damages, damages or injuriesand expenses in connection therewith (irrespective of whether any such Purchaser Indemnitee is a party to the action for which indemnification hereunder is sought), together with costs and expenses, including reasonable legal feesattorneys' fees and disbursements (collectively, the "PURCHASER INDEMNIFIED LIABILITIES"), incurred by the Purchaser Indemnitees or any of them as a result of, or arising out of of, or resulting from relating to (i) any breach, misrepresentation finder's or material omission of the representations and warranties made brokerage fees not disclosed by the Primary Shareholder in this Agreement Corporation, or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any material breach of, or inaccuracy of, any representation, warranty or covenant of the Corporation contained in any material respect this Agreement. To the extent that the foregoing undertaking by the Company and/or the Shareholders, or Corporation may be unenforceable for any of them, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitationreason, the Employment Agreements (hereafter defined), Corporation shall make the maximum contribution to the payment and (iii) any and all liabilities satisfaction of each of the Company arising prior to the Closing DatePurchaser Indemnified Liabilities which is permissible under applicable law. (c) Buyer hereby agrees In consideration of the Corporation's execution and delivery of this Agreement and sale of the Series C Preferred Shares hereunder and in addition to all of the Purchasers' other obligations under this Agreement, the Purchaser shall defend, protect, indemnify and hold harmless the Shareholders harmless Corporation and all of its officers, directors, employees and agents (collectively, the "CORPORATION INDEMNITEES") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities, lossesobligations and damages, damages or injuriesand expenses in connection therewith (irrespective of whether any such Corporation Indemnitee is a party to the action for which indemnification hereunder is sought), together with costs and expenses, including reasonable legal feesattorneys' fees and disbursements (collectively, the "CORPORATION INDEMNIFIED LIABILITIES"), incurred by the Corporation Indemnitees or any of them as a result of, or arising out of of, or resulting from relating to (i) any breachfinder's or brokerage fees not disclosed by such Purchaser, misrepresentation or material omission in the representations and warranties made by the Buyer in this Agreement, (ii) any material breach of, or inaccuracy of, any representation, warranty or covenant of such Purchaser contained in any material respect by Buyer, unless waived in writing this Agreement. To the extent that the foregoing undertaking by the ShareholdersPurchaser may be unenforceable for any reason, of any covenant or agreement of Buyer contained in or arising out of this Agreement or (iii) any claim by Card Service International with respect the Purchaser shall make the maximum contribution to the personal guarantee by Bernx Xxxxxxx xx account #54334200579122 with respect to charges incurred after payment and satisfaction of each of the Closing DateCorporation Indemnified Liabilities which is permissible under applicable law. (d) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section 5.01, provided, however, that no failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnified

Survival of Representations and Warranties Indemnification. (a1) The several representations and warranties, covenants and agreements of the parties contained in this Agreement (or in any document delivered in connection herewith) shall be deemed to have been made on the date of this Agreement and on the Closing Date, shall be deemed to be material and to have been relied upon by Purchaser or Sellers, as the case may be, notwithstanding the Closing of the transactions contemplated hereby or any investigation made by Purchaser or Sellers, shall survive the Closing Date and, except as otherwise specifically provided in this Agreement, shall remain operative and in full force and effect for a period of two years following the Closing Date, except as to any matters with respect to which a bona fide written claim shall have been made or an action at law or in equity shall have commenced before such date, in which event survival shall continue (but only with respect to, and to the extent of, such claim) until the final resolution of such claim or action, including all applicable periods for appeal; provided, however, that the representations and warranties of the parties herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Section 5.01 with respect to any representation or warranty must be made (and will be null and void unless made) on or before the date twenty-four (24) months following the Closing Date (except in the case of representations contained in Section 4.01(c)(v), 3.5 (g), (iTitle to SLSJ Assets) and (j), which must be made within six (6) months following shall survive until the expiration of the applicable statute of limitations)limitations applicable to claims with respect to the matters covered by such representations and warranties and the representations and warranties contained in Section 3.20 (Taxes) shall survive for the period specified in Section 16.3. (b2) The Shareholders, Journal Register and each Seller jointly and severally, hereby agree to severally shall indemnify and hold Buyer Purchaser and its affiliates, officers, directors, stockholders, affiliates, employees, representatives agents and other agents successors and assigns harmless from and against against: (1) any and all claimsloss, liabilitiescost, lossesliability, damages or injuries, together with costs damage and expenses, expense (including reasonable legal fees, and other expenses incident thereto) (a "LOSS") arising out of or resulting from any inaccuracy, misrepresentation or breach of any representation, warranty, covenant or agreement of Journal Register or Sellers under this Agreement (including the Schedules and Exhibits hereto); provided, however, that for purposes of this Section 19(b), all such representations, warranties, covenants and agreements of the Journal Register or Sellers, other than the representations and warranties in Section 3.11, the third sentence of Section 3.22 and Section 3.23 shall be deemed to have been made by the Journal Register or Sellers without any qualification as to MAE, materiality or Knowledge; (2) any and all liability of the Suburban Journals or the Journal Register Parties that is an Excluded Obligation; subject to the condition that Purchaser shall have given Journal Register and Seller prompt written notice of, and an opportunity to defend, any and all such asserted liabilities; and (3) in addition to the Taxes for which Sellers have agreed in Section 16 to indemnify Purchaser, its affiliates and The Ladue News, Inc., any and all liability for income Taxes of any member of the consolidated or combined group of corporations in which The Ladue News, Inc. has been a member for which The Ladue News, Inc. may be liable under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. The indemnification provided for in this Section 19(b) shall apply only to all Losses, as described in subpart (i) above, of any amount claimed under this Section 19(b) from and after the point such a single Loss or an aggregate of such Losses exceeds Two Hundred Fifty Thousand Dollars ($250,000); provided, however, that the indemnification provided for in this Section 19(b) shall not apply until such Losses exceed Seven Hundred Fifty Thousand Dollars ($750,000) in the aggregate; and provided further, that these limitations on the indemnification obligation of Sellers shall not apply (A) to any amount owed by Sellers to Purchaser in connection with the Purchase Price Adjustment described in Sections 11 or 14, (B) to any Loss arising out of or related to any failure of Sellers to discharge the Excluded Obligations, (C) to any amount owed by Sellers to Purchaser in connection with any brokers' fees described in Section 17, (D) to any amount owed by Sellers to Purchaser in connection with the expense reimbursement described in Section 22 or (E) any Loss due to fraud. The Journal Register Parties shall not have liability under this Section 19(b) or otherwise with respect to the representations and warranties in this Agreement in excess of $16,500,000 in the aggregate except with respect to any fraudulent or intentional misrepresentation or breach. No claim for Loss shall be made or appropriate where such Loss was included as a Current Liability or asset reserve in determining the Working Capital or Closing Date Working Capital Amount or if such Loss is covered by insurance except to the extent of any deductible. Except with respect to any fraudulent or intentional misrepresentation or breach, misrepresentation or material omission the indemnity agreement in this Section 19(b) shall be the exclusive liability for breach of the representations and warranties made by of the Primary Shareholder Journal Register Parties set forth in this Agreement Agreement; provided, however, that this limitation shall not foreclose any rights or remedies of the Purchaser at law or in any Exhibit hereto or equity to enforce the other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out provisions of this Agreement. (3) Purchaser and Pulitzer, or any other agreement delivered in connection herewith on jointly and severally, shall indemnify and hold the Closing DateJournal Register Parties and their respective affiliates, including without limitationofficers, the Employment Agreements directors, stockholders, employees, agents and successors and assigns harmless from and against: (hereafter defined), and (iii1) any and all liabilities of the Company arising prior to the Closing Date. (c) Buyer hereby agrees to indemnify and hold the Shareholders harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, Losses arising out of or resulting from (i) any breachinaccuracy, misrepresentation or material omission in the representations and warranties made by the Buyer in this Agreement, (ii) any breach in any material respect by Buyer, unless waived in writing by the Shareholders, of any representation, warranty, covenant or agreement of Buyer contained in Pulitzer or arising out of Purchaser under this Agreement or (iii) any claim by Card Service International with respect to Agreement, provided the personal guarantee by Bernx Xxxxxxx xx account #54334200579122 with respect to charges incurred after the Closing Date. (d) Any party claiming a right to indemnification hereunder (the "Indemnified Party") Journal Register Parties shall give the other party from whom indemnification is sought (the "Indemnifying Party") have given prompt written notice to Purchaser of such breach and an opportunity to defend any claim, demand, action, suit, proceeding or discovery other asserted liability; and (2) any and all liabilities of fact upon which the Indemnified Party intends Suburban Journals or of Purchaser or Pulitzer, including any and all actions, suits, proceedings, demands, assessments, judgments, costs and expenses (including legal and other expenses incident thereto), resulting from the Assumed Obligations or from causes of action or claims of any kind asserted by unrelated third parties arising from actions or omissions of Purchaser, Pulitzer or any of the Suburban Journals on or after the Closing Date; subject to base a claim the condition that the Journal Register Parties shall have given Purchaser prompt written notice of, and an opportunity to defend, any and all such asserted liabilities. The indemnification provided for indemnification in this Section 19(c) shall apply to all Losses, as described in subpart (i) above, of any amount claimed under this Section 5.01, 19(c) from and after the point such a single Loss or an aggregate of several such Losses exceeds Two Hundred Fifty Thousand Dollars ($250,000); provided, however, that no the indemnification provided for in this Section 19(c) shall not apply until such Losses exceed Seven Hundred Fifty Thousand Dollars ($750,000) in the aggregate; and provided further, that this limitation on the indemnification obligation of Purchaser shall not apply to (A) any amount owed by Purchaser to Sellers in connection with the Purchase Price Adjustment described in Sections 11 or 14, (B) any Loss arising out of or related to any failure of Purchaser to give such notice discharge the Assumed Obligations, (C) any Loss arising out of or related to any failure of Purchaser to satisfy its obligations under Section 2.4(b), (D) to any amount owed by Purchaser to Sellers in connection with any brokers' fees described in Section 17, and (E) any Loss due to fraudulent or intentional misrepresentation or breach. Purchaser shall excuse any Indemnifying Party from any obligation hereunder except not have liability under this Section 19(c) or otherwise with respect to the extent representations and warranties in this Agreement in excess of $16,500,000 in the Indemnifying Party is materially prejudiced by such failureaggregate except with respect to any fraudulent or intentional misrepresentation or breach. The IndemnifiedExcept with respect to any fraudulent or intentional misrepresentation or breach, the indemnity agreement in this Section 19(c) shall be the exclusive liability for breach of the representations and warranties of Pulitzer or the Purchaser set forth in this Agreement; provided, however, that this limitation shall not foreclose any rights or remedies of the Journal Register Parties at law or in equity to enforce the other provisions of this Agreement.

Survival of Representations and Warranties Indemnification. (a) The All representations, warranties, agreements, covenants and obligations made or undertaken by Seller and Andrxxx xx this Agreement are, whether specified as such or not, the joint and several representations, warranties, agreements, covenants and obligations of Seller and Andrxxx, xxless otherwise specifically indicated to the contrary herein with respect to a particular representation, warranty, agreement, covenant or obligation; are material, have been relied upon by Buyer, shall survive the Closing hereunder, and shall not merge in the performance of any obligation by any party hereto; and, as to the representations and warranties, shall terminate or expire on the fifth (5th) anniversary of the Closing Date, provided that such representations and warranties shall not terminate or expire, but shall continue, during the pendency of any suit, action, claim or other proceeding brought in respect of such representations and warranties prior to the termination or expiration of such five (5) year period. Notwithstanding the above, all representations and warranties made by Seller and Andrxxx xx this Agreement that in any manner relate to (1) tax matters, (2) environmental matters, and (3) title matters, or as to the terms and performance of this Agreement (collectively, the "Special Matters"), or any of the parties herein contained foregoing, shall terminate or expire only upon the termination or expiration of all applicable statutes of limitation. All representations, warranties, agreements, covenants and obligations made or undertaken by Buyer in this Agreement shall survive the closing Closing hereunder, and shall not merge in the performance of any obligation by any party hereto; and, as to the representations and warranties, shall terminate or expire on the fifth (Th) anniversary of the purchase Closing Date, provided that such representations and warranties shall not terminate or expire, but shall continue, during the pendency of any suit, action, claim or other proceeding brought in respect of such representations and warranties prior to the termination or expiration of such five (5) year period. (b) Subject to the limitations contained in this Section 8, Seller and Andrxxx, xxintly and severally, shall defend, indemnify and hold Buyer, its shareholders, officers, directors, employees, counsel, agents, affiliates and assigns (collectively, the "Buyer Indemnitees") harmless from and against, any and all direct or indirect demands, claims, payments, obligations, recoveries, deficiencies, fines, penalties, interests, assessments, actions, causes of action, suits, losses, diminution in the value of Assets, damages, liabilities, costs and expenses (collectively, the "Losses") asserted against, imposed upon or incurred by the Buyer Indemnitees, or any of them, by reason of or resulting from, arising out of, based upon or otherwise in respect of: (1) any inaccuracy in any representation or warranty made by Seller or Andrxxx xxxsuant to this Agreement or the Schedules; (2) any breach of any covenant or agreement made or to be performed by Seller or Andrxxx xxxsuant to this Agreement or evidenced by the Exhibits; (3) any claim by any broker, finder or other person employed or engaged or allegedly employed or engaged by Seller or Andrxxx xx connection with the transactions contemplated by this Agreement; (4) any violation or alleged violation of any Environmental, Health and Safety Requirements or the presence of any Hazardous Materials or Extremely Hazardous Substances on the Assets, that occurred at any time prior to Closing; (5) the parties' failure to comply with any of the bulk sales laws and any other similar laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement, notwithstanding and any investigation at any time action brought or levy made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Section 5.01 with respect to any representation or warranty must be made (and will be null and void unless made) on or before the date twenty-four (24) months following the Closing Date (except in the case of representations contained in Section 4.01(c)(v), (g), (i) and (j), which must be made within six as a result thereof; and (6) months following any liability or obligation of Seller or Andrxxx xx any manner related to the expiration of Business, the applicable statute of limitations)Assets or the Excluded Assets, other than the Assumed Liabilities. (bc) The ShareholdersSubject to the limitations contained in this Section 8, jointly and severallyBuyer shall defend, hereby agree to indemnify and hold Buyer Seller and its Andrxxx xxx their respective heirs, beneficiaries, officers, directors, stockholders, affiliatespartners, employees, representatives counsel, agents, affiliates and other agents assigns (collectively, the "Seller Indemnitees") harmless from and against any and all claimsLosses asserted against, liabilities, losses, damages imposed upon or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission of the representations and warranties made incurred by the Primary Shareholder in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the ShareholdersSeller Indemnitees, or any of them, unless waived by reason of or resulting from, arising out of, based upon or otherwise in writing respect of: (1) any inaccuracy in any representation or warranty made by the Buyer, Buyer pursuant to this Agreement; (2) any breach of any covenant or agreement contained in made or arising out of to be performed by Buyer pursuant this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreements (hereafter defined), and (iii) any and all liabilities of the Company arising prior to the Closing Date.; (c) Buyer hereby agrees to indemnify and hold the Shareholders harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer in this Agreement, (ii) any breach in any material respect by Buyer, unless waived in writing by the Shareholders, of any covenant or agreement of Buyer contained in or arising out of this Agreement or (iii3) any claim by Card Service International any broker, finder or other person employed or allegedly employed by Buyer in connection with respect to the personal guarantee transactions contemplated by Bernx Xxxxxxx xx account #54334200579122 with respect to charges incurred after the Closing Datethis Agreement; and (4) any Assumed Liability. (d) Any party claiming No later than sixty (60) days (or sooner, if the nature of the Asserted Liability (defined below) so requires) after (1) actually becoming aware of circumstances that have resulted in a right Loss for which any person or persons entitled to indemnification hereunder pursuant to Section 8(b) or (c) hereof (the "Indemnified Party") intends to seek indemnification under such Section, or (2) receipt by the Indemnified Party of written notice of any demand, claim or circumstances which, with the lapse of time, the giving of notice or both, would give rise to a claim or the commencement (or threatened commencement) of any litigation or other legal proceeding that may result in a Loss (an "Asserted Liability"), the Indemnified Party shall give notice thereof (the "Claims Notice") to any other party from whom (or parties) obligated to provide indemnification is sought pursuant to Section 8(b) or (c) hereof (the "Indemnifying Party"). The Claims Notice shall describe the Loss or the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary) prompt written notice of the Loss that has been or may be suffered by the Indemnified Party. The Claims Notice may be amended on one or more occasions with respect to the amount of the Asserted Liability or the Loss at any claimtime prior to final resolution of the obligation to indemnify relating to the Asserted Liability or the Loss. (1) Subject to the provisions of Section 8(f) hereof, demand, action, suit, proceeding or discovery of fact upon if the Indemnifying Party acknowledges and agrees that the Asserted Liability is one for which the Indemnified Party intends is entitled to base indemnification under Section 8(b) or (c) hereof, the Indemnifying Party may elect to compromise or contest, at its own expense and with counsel reasonably acceptable to the Indemnified Party, any such Asserted Liability, subject to the following conditions of this Section 8(e). If the Indemnifying Party elects to compromise or contest such Asserted Liability, it shall within thirty (30) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnified Party of its intent to do so by sending a claim notice to the Indemnified Party (the "Contest Notice"), and the Indemnified Party shall cooperate, at the expense of the Indemnifying Party, in the compromise or contest of such Asserted Liability. (2) If, after the Indemnifying Party has investigated the merits of the Asserted Liability and has determined that it wishes to compromise or settle the Asserted Liability pursuant to certain terms (the "Proposed Terms"), it must within fifteen (15) days after such determination seek the consent of the Indemnified Party to such compromise or settlement on the Proposed Terms by delivering a written request for such consent to the Indemnified Party, which request will set forth in detail and with specificity the particulars of the Asserted Liability and the Proposed Terms. If the Indemnified Party delivers to the Indemnifying Party a consent in writing to the compromise or settlement of the Asserted Liability on the Proposed Terms within fifteen (15) days after its receipt of the written request from the Indemnifying Party, the Indemnifying Party shall compromise and settle the Asserted Liability on the Proposed Terms. If, however, the Indemnified Party does not deliver to the Indemnifying Party a consent in writing to the compromise or settlement of the Asserted Liability on the Proposed Terms within fifteen (15) days after its receipt of the written request from the Indemnifying Party, the Indemnifying Party shall not compromise or settle the Asserted Liability, and the Indemnified Party shall thereafter have the sole right to contest or compromise the Asserted Liability on behalf of and for the account and risk of the Indemnifying Party and shall also have the rights set forth in Section 8(h) (without having to again comply with this Section 8(e)); provided, however, if the dollar amount of the actual Loss incurred that is ultimately and finally determined by settlement, compromise or the judicial process exceeds the dollar amount of the actual Loss that would have been incurred had the Indemnified Party consented to the compromise or settlement on the Proposed Terms, the Indemnified Party shall not be entitled to indemnification under this Agreement with respect to the dollar amount of such excess Loss incurred. (3) If, after the Indemnifying Party has investigated the merits of the Asserted Liability and has determined that it does not wish to compromise or settle the Asserted Liability, either because it reasonably believes that there is no liability owed to the third party who has asserted the Asserted Liability (the "Third Party"), or because the Indemnifying Party reasonably believes that the compromise or settlement terms offered by the Third Party are unacceptable, the Indemnifying Party shall contest the Asserted Liability. (4) If the Indemnifying Party elects not to compromise or contest the Asserted Liability, fails to notify the Indemnified Party of its election as herein provided or contests its obligation to indemnify the Indemnified Party with respect to such Asserted Liability, the Indemnified Party (upon further notice to the Indemnifying Party) shall have the right to pay, compromise or contest such Asserted Liability on behalf of and for the account and risk of the Indemnifying Party, and shall also have the rights set forth in Section 5.018(h) (without having to again comply with this Section 8(e)). (5) Anything in this Section 8(e) to the contrary notwithstanding, the Indemnifying Party shall not, without the Indemnified Party's written consent, settle or compromise any Asserted Liability or consent to entry of any judgment which does not include an unconditional term releasing the Indemnified Party from all Losses in respect of such Asserted Liability. In any event, the Indemnified Party and the Indemnifying Party may participate, at their own expense, in the contest of such Asserted Liability. Each party shall cooperate fully with the others as to all Asserted Liabilities, shall make available to the others as reasonably requested all information, records and documents relating to all Asserted Liabilities and shall preserve all such information, records and documents until the termination of any Asserted Liability. Each party also shall make available to the others, as reasonably requested, its personnel, agents and other representatives who are responsible for preparing or maintaining information, records or other documents, or who may have particular knowledge with respect to any Asserted Liability. (f) The determination of the amount of any Loss for which indemnification may be claimed under this Section 8 shall take into account and be offset by any tax benefit or benefit under any policy of insurance derived, accrued or received by the Indemnified Party as a result thereof. No party otherwise entitled to indemnification under this Agreement shall be indemnified pursuant to this Agreement to the extent that such party's Losses are increased or extended by the gross negligence, willful misconduct, violation of law or bad faith of such party. (g) In the event that the Indemnifying Party shall be obligated to indemnify the Indemnified Party pursuant to this Section 8, the Indemnifying Party shall, upon payment of such Loss in full, be subrogated to all rights of the Indemnified Party with respect to the Loss to which such indemnification relates; provided, however, that no failure to give such notice shall excuse any the Indemnifying Party from any obligation hereunder except shall only be subrogated to the extent the of any amount paid by it pursuant to this Section 8 in connection with such Loss. (h) An Indemnifying Party shall pay to the Indemnified Party the full amount of any and all Losses (other than Losses resulting from an Asserted Liability) for which it is materially prejudiced by required to indemnify the Indemnified Party under this Section 8 within ten (10) days after receipt of the Claims Notice thereof, and the full amount of any and all Losses resulting from an Asserted Liability within ten (10) days after the date such failurelitigation is terminated or the date a final order is rendered and no appeal is taken. After complying with the provisions of Sections 8(d) and 8(e) hereof with respect to any Loss that results from an Asserted Liability, Buyer shall be entitled to offset, from any payments otherwise due Seller or Andrxxx, xxe full amount of any and all Losses (whether or not resulting from an Asserted Liability) for which Seller or Andrxxx xx required to indemnify any Buyer Indemnitee pursuant to Section 8(b) hereof, and Buyer shall not be liable for any amounts so offset. (i) The Indemnifiedindemnification rights of the parties under this Section 8 are independent of and in addition to such other rights and remedies that the parties may have at law or in equity or otherwise for any misrepresentation, breach of warranty or failure to fulfill any agreement or covenant hereunder on the part of any party hereto, including, without limitation, the right to offset, seek specific performance, rescission or restitution, none of which rights or remedies shall be adversely affected or diminished hereby.

Survival of Representations and Warranties Indemnification. (aA) The representations and warranties of the parties herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Article II, Section 5.01 2 below with respect to any representation or warranty must be made (and will be null and void unless made) on or before the date twenty-four (24) months following the Closing Date (except in the case of representations contained in Section 4.01(c)(vParagraphs (B)(v), (gG), (iI) and (j)J) of Article I, Section 2 hereof, which must be made within six (6) months following the expiration of the applicable statute of limitations). (bB) The ShareholdersCompany, Shareholders and AS, jointly and severally, hereby agree to indemnify and hold Buyer Buyer, Parent, and its their respective officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission of the representations and warranties made by the Primary Company and/or any Shareholder and/or AS in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholdersany Shareholder and/or AS, or any of them, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreements (hereafter defined)Agreement, and (iii) the Business conducted by the Company prior to the Closing Date and any actions or events associated therewith, (iv) any and all liabilities of the Company, other than the Assumed Liabilities, and (v) any failure by any Shareholder or the Company arising prior to comply with any provisions of the Closing Datebulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. (cC) Buyer hereby agrees to indemnify and hold the Company, Shareholders and AS harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer in this Agreement, (ii) any breach in any material respect by Buyer, unless waived in writing by the ShareholdersCompany, of any covenant or agreement of Buyer contained in or arising out of this Agreement Agreement, or (iii) any claim the Business as conducted by Card Service International with respect to the personal guarantee by Bernx Xxxxxxx xx account #54334200579122 with respect to charges incurred Buyer, after the Closing Date. (d) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section 5.01, provided, however, that no failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnified

Survival of Representations and Warranties Indemnification. (a) The representations and warranties of the parties herein Seller and Purchaser contained in this Agreement, or in any certificate or other instrument delivered in connection herewith, shall survive the closing Closing and shall expire upon the first to occur of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Section 5.01 with respect to any representation or warranty must be made (and will be null and void unless madex) on or before the date twenty-four (24) months following the Closing Date (except in the case of representations contained in Section 4.01(c)(v), (g), (i) and (j), which must be made within six (6) months following after the Closing Date, or (y) the date the Note is paid in full, provided that if any party hereto, before the expiration date of a representation or warranty given by another party hereto, delivers to such other party in good faith a written notice alleging a bona fide breach of such representation or warranty with sufficient detail to identify the claim and the amount of the indemnity being sought, the applicable statute representation or warranty shall survive until, but only for purposes of, the resolution of limitations)the matter covered by such notice. Any amounts under the Note not subject to bona fide set-off claims as herein provided shall be paid in full on the scheduled maturity date of the Note. If the Purchaser shall fail to timely pay all amounts due as described in the preceding sentence, all rights of set-off against the Note, including any pending claims, shall be extinguished automatically, and the Purchaser shall have no further rights under Article 7. (b) The ShareholdersFrom and after the date hereof, jointly and severallyat all times subject to (e) below, hereby agree to Seller shall defend, indemnify and hold Buyer harmless Purchaser (each a “Purchaser Indemnified Party”) from, against and its officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against in respect of any and all claims, losses, costs, expenses, obligations, liabilities, lossesdamages, damages recoveries and deficiencies (including, without limitation, interest, penalties and reasonable attorneys’ fees) (“Losses”), that such Purchaser Indemnified Party may incur, sustain or injuries, together with costs and expenses, including reasonable legal fees, suffer resulting from or arising out of or resulting from (i) any breach, misrepresentation breach of or material omission of the representations and warranties made by the Primary Shareholder in this Agreement or any inaccuracy in any Exhibit hereto representation or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any warranty of them, unless waived in writing by the Buyer, of any covenant or agreement Seller contained in or arising out of this Agreement, or any other certificate or other document delivered by Seller pursuant to this Agreement, or in any Schedule or Exhibit hereto or thereto, and/or (ii) any breach or failure to perform any covenant or agreement delivered of Seller contained in connection herewith on this Agreement, and/or (iii) the Closing Datereasonable legal costs and expenses incurred by Purchaser attributable to claims brought against the Purchaser by the following parties: Wxxxxxx’x Inc., including without limitationClothing Care, Inc., and Wxxxxxx X. Xxxxxx, Xx., seeking to: (1) enjoin the purchaser from operating business or dispose of its assets; (2) attach or encumber any Purchased Assets or Conveyed Assets (as that term is defined in the Assumption Agreement) or any proceeds generated by the Purchaser in operating its businesses in Virginia, or (3) avoid the transactions effected by this Agreement or the Assignment Agreement; provided that, subject to Section 7.1(e) below, the Employment Agreements sole recourse of each Purchaser Indemnified Party with respect to claims under (hereafter definedi), (ii) and (iii) any and all liabilities of above shall be against the Company arising prior to the Closing DateNote (as described in Section 7.1(d) below). (c) Buyer hereby agrees to From and after the date hereof, Purchaser shall defend, indemnify and hold the Shareholders harmless from Seller (each a “Seller Indemnified Party”) from, against and against in respect of any and all claimsLosses that such Seller Indemnified Party may incur, liabilities, losses, damages sustain or injuries, together with costs and expenses, including reasonable legal fees, suffer resulting from or arising out of or resulting from (i) any breach, misrepresentation breach of or material omission any inaccuracy in the representations and warranties made by the Buyer any representation or warranty of Purchaser contained in this Agreement, or any other certificate or other document delivered by Purchaser pursuant to this Agreement, or in any Schedule or Exhibit hereto or thereto, and/or (ii) any breach in any material respect by Buyer, unless waived in writing by the Shareholders, of or failure to perform any covenant or agreement of Buyer Purchaser contained in or arising out this Agreement, provided that the liability of this Agreement or (iii) any claim by Card Service International the Purchaser with respect to such indemnity shall not exceed $1,000,000 in the personal guarantee aggregate, if the Transactions contemplated hereby have closed, and any claims asserted by Bernx Xxxxxxx xx account #54334200579122 with respect to charges incurred after the Closing DatePurchaser under Section 7.1(a) are bona fide and made in good faith. (d) Any party claiming a In the event that any Purchaser Indemnified Party shall have incurred, sustained or suffered any Loss with respect to which it is entitled to be indemnified under Section 7.1(b) above, the sole recourse of such Purchaser Indemnified Party (subject to Section 7.1(e) below) shall be for Purchaser to set-off the full amount of such Loss against the unpaid principal amount the Note, in which event the Note shall be deemed to be automatically amended accordingly. In addition, Purchaser shall have the right to indemnification hereunder (set-off against the "Indemnified Party"unpaid principal amount of the Note the full amount of the Losses arising as a result of breaches by the Companies under Section 3(c) and Section 9(f)(iv) of the Assignment Agreement, in which event the unpaid principal Note shall give be deemed to be automatically amended accordingly. For the other party from whom indemnification is sought (avoidance of doubt, no offsets against the "Indemnifying Party"Note contemplated by the previous sentence can be effected for claims asserted after the scheduled maturity date of the Note. Upon transfer by the Companies or their designees of the zxxxx.xxx web-site and 800 number in compliance with Section 9(f)(iv) prompt written notice of any claimthe Assignment Agreement, demandthe Purchaser shall have no right of set-off against the Note with respect to such Section 9(f)(iv). In addition, actionsubject to Section 7.1(e) below, suit, proceeding or discovery the sole recourse of fact upon which the each Purchaser Indemnified Party intends with respect to base a claim for indemnification claims under this Section 5.017.1(d) shall be against the Note. (e) Except as hereinafter provided, providedPurchaser’s sole remedy with respect to this Article 7 shall be to offset any Losses against the then outstanding principal balance of the Note (as the same may be reduced under Section 1.7 hereof), and there shall be no other recourse against Seller. If, however, the Seller elects to collect upon the Note on the scheduled maturity date, and Parent has paid the Note without effecting one or more of the set-offs that it was entitled to make under this Article 7, notwithstanding anything contained herein to the contrary, the Seller shall be liable to make indemnity payments to Purchaser under this Article 7 up to an aggregate maximum amount equal to the outstanding principal amount paid in cash by the Purchaser to Seller on account of the Note. The limitation on the Seller’s liability under this Section 7.1 will terminate automatically if the Seller has asserted claims under Section 7.1(c) that are not bona fide and made in good faith. (f) All disputes arising under Section 7.1 of this Agreement (including the scope of this agreement to arbitrate) shall be resolved by binding arbitration which shall be administered by AAA in accordance with AAA’s Commercial Arbitration Rules. The arbitration shall be conducted and the award shall be rendered in New York, New York or such other place as the parties to the arbitration agree before a single arbitrator that is mutually designated. Each arbitrator shall be a retired judge or a practicing attorney with no less than fifteen (15) years of experience in arbitration and in commercial law. The arbitrator shall be required to follow the law of the Commonwealth of Massachusetts and the provisions of this Agreement. For purposes of this Section 7.1, Seller and Parent shall be considered the same party to a dispute. The arbitration shall be commenced not later than forty-five (45) days after the scheduled maturity date of the Note, and must be completed within forty-five (45) days of the arbitration’s commencement. The failure to give timely commence and prosecute such notice arbitration in accordance with this provision shall excuse serve as a bar to any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifiedset-off or other recovery hereunder.

Survival of Representations and Warranties Indemnification. (a) The representations and warranties of the parties herein contained Sellers set forth in this Agreement or in any certificate delivered pursuant to Section 12.3(a) or Section 12.3(b) shall survive the closing for a period of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Section 5.01 with respect to any representation or warranty must be made (and will be null and void unless made) on or before the date twenty-four (24) six months following after the Closing Date (except in the case of representations contained in Section 4.01(c)(v), (g), (i) and (j), which must be made within six (6) months following the expiration of the applicable statute of limitations)Date. (b) The ShareholdersOn and after Closing, jointly and severally, hereby agree Buyer agrees to indemnify and hold Buyer Sellers and its officers, their directors, stockholders, affiliatesofficers, employees, representatives Affiliates, agents, successors and other agents permitted assigns harmless from and against any and all losses arising or resulting primarily from: (i) any and all Assumed Liabilities; (ii) any breach by Buyer of its representation or warranties in this Agreement; (iii) the post-Closing operation of the Business; and (iv) all actions, suits, proceedings, claims, liabilitiesdemands, lossesassessments, damages or injuriesjudgments, together with costs and expenses, including reasonable legal attorneys’ fees, arising out of or resulting from (i) any breach, misrepresentation or material omission of the representations and warranties made by the Primary Shareholder in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreements (hereafter defined), and (iii) any and all liabilities of the Company arising prior incident to the foregoing (each a “Post-Closing DateLoss” and, collectively, “Post-Closing Losses”). Buyer’s total indemnification liability under this Section 14.4(c) shall be limited to $15,000,000. (c) Buyer hereby agrees If any third party shall notify any Party (the “Indemnified Party”) with respect to indemnify and hold the Shareholders harmless from and any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Section 14.4, then the Indemnified Party shall promptly (and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer in this Agreement, (ii) any breach in any material respect by Buyerevent within five business days after receiving notice of the Third Party Claim) notify each Indemnifying Party thereof in writing. Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party; provided, unless waived in writing by however, that the Shareholders, Indemnifying Party will not consent to the entry of any covenant judgment or agreement of Buyer contained in or arising out of this Agreement or (iii) enter into any claim by Card Service International settlement with respect to the personal guarantee by Bernx Xxxxxxx xx account #54334200579122 Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. Unless and until an Indemnifying Party assumes the defense of the Third Party Claim, however, the Indemnified Party may defend against the Third Party Claim in any manner he, she, or it reasonably may deem appropriate. In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to charges incurred after the Closing DateThird Party Claim without the prior written consent of each of the Indemnifying Parties (not to be withheld unreasonably). (d) Any party claiming a right In the event that any legal proceedings shall be instituted or that any claim or demand shall be asserted by Buyer in respect of which indemnification may be sought from Sellers pursuant to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice provisions of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section 5.0114.4, provided, however, that no failure to give such notice claim shall excuse any Indemnifying Party from any obligation hereunder except to constitute an administrative claim and shall be adjudicated by the extent the Indemnifying Party is materially prejudiced by such failure. The IndemnifiedBankruptcy Court.

Survival of Representations and Warranties Indemnification. (a) The representations and warranties of the parties herein contained in this Agreement and any document delivered pursuant to this Agreement shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Section 5.01 with respect to any representation or warranty must be made (and will be null and void unless made) on or before Closing until the date twenty-four (24) months that is one year following the Closing Date (except in the case “Survival Period”); provided, however, that any claim with respect to fraud, criminal activity or willful misconduct on the part of representations contained in Section 4.01(c)(v), (g), (i) the Sellers will survive and (j), which must can be made within six (6) months following by a BOCO Indemnified Party at any time. Notwithstanding anything to the contrary in this Section 8.1, the indemnification obligations pursuant to this ARTICLE VIII shall not terminate with respect to any indemnification claim made by a BOCO Indemnified Party prior to the expiration of the applicable statute of limitations)Survival Period until such claim is resolved. (b) The ShareholdersFrom and after the Closing, and subject to the terms of this ARTICLE VIII, the Sellers hereby jointly and severally, hereby severally agree to indemnify indemnify, defend and hold Buyer harmless BOCO US and its officers, Affiliates and their respective directors, stockholdersmanagers, affiliatesofficers, employees, representatives equity holders, members, partners, agents, attorneys, representatives, successors and other agents harmless assigns (collectively, the “BOCO Indemnified Parties”) from and against against, and pay to the applicable BOCO Indemnified Parties, the amount of any and all claimslosses, liabilities, lossesclaims, obligations, deficiencies, demands, judgments, damages or injuries(including consequential damages), together with interest, fines, penalties, claims, suits, actions, causes of action, assessments, awards, costs and expensesexpenses (including costs of investigation and defense and reasonable attorneys’ and other professionals’ fees), including reasonable legal feeswhether or not involving a third party claim (individually, arising out of a “Loss” and, collectively, “Losses”) actually incurred by the BOCO Indemnified Parties and solely to the extent based upon, attributable to or resulting from from: (i) any breach, misrepresentation inaccuracy in or material omission breach of the representations and or warranties made by the Primary Shareholder Sellers in Section 2.1, Section 2.2, Section 2.3 and Section 2.4 of this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, Agreement; (ii) any inaccuracy in or breach in any material respect of the representations or warranties made by the Company and/or Sellers in Section 2.11 of this Agreement; (iii) any inaccuracy in or breach of the Shareholders, representations or any of them, unless waived in writing warranties made by the BuyerSellers in Section 2.5, Section 2.6, Section 2.7, Section 2.8, Section 2.9, Section 2.12, Section 2.13, Section 2.14 and Section 2.15 this Agreement; (iv) any breach or non-performance of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreements (hereafter defined), and (iii) any and all liabilities of the Company arising prior to the Closing Date.on the part of the Sellers under this Agreement or any document delivered pursuant to this Agreement; (c) Buyer hereby agrees to indemnify and hold the Shareholders harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer in this Agreement, (iiv) any breach in any material respect by Buyer, unless waived in writing by the Shareholders, or non-performance of any covenant or other agreement after the Closing on the part of Buyer contained in or arising out of the Sellers under this Agreement or any document delivered pursuant to this Agreement; (iiivi) any claim by Card Service International with respect to the personal guarantee by Bernx Xxxxxxx xx account #54334200579122 with respect to charges incurred misuse after the Closing Date. (d) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding Trade Secrets or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section 5.01, provided, however, that no failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except other Confidential Information solely to the extent related to the Indemnifying Party is materially prejudiced Key Products by such failure. The Indemnifiedany of the Sellers or any of their Affiliates; and (vii) any of the Excluded Assets or any of the Retained Liabilities.

Survival of Representations and Warranties Indemnification. (a) The several representations and warranties, covenants and agreements of the parties contained in this Agreement (or in any document delivered in connection herewith) shall be deemed to have been made on the date of this Agreement and on the Closing Date, shall be deemed to be material and to have been relied upon by Purchaser or Sellers, as the case may be, notwithstanding the Closing of the transactions contemplated hereby or any investigation made by Purchaser or Sellers, shall survive the Closing Date and, except as otherwise specifically provided in this Agreement, shall remain operative and in full force and effect for a period of two years following the Closing Date, except as to any matters with respect to which a bonafide written claim shall have been made or an action at law or in equity shall have commenced before such date, in which event survival shall continue (but only with respect to, and to the extent of, such claim) until the final resolution of such claim or action, including all applicable periods for appeal; provided, however, that the representations and warranties of the parties herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Section 5.01 with respect to any representation or warranty must be made (and will be null and void unless made) on or before the date twenty-four (24) months following the Closing Date (except in the case of representations contained in Section 4.01(c)(v), 3.5 (g), (iTitle to SLSJ Assets) and (j), which must be made within six (6) months following shall survive until the expiration of the applicable statute of limitations)limitations applicable to claims with respect to the matters covered by such representations and warranties and the representations and warranties contained in Section 3.20 (Taxes) shall survive for the period specified in Section 16.3. (b) The Shareholders, Journal Register and each Seller jointly and severally, hereby agree to severally shall indemnify and hold Buyer Purchaser and its affiliates, officers, directors, stockholders, affiliates, employees, representatives agents and other agents successors and assigns harmless from and against against: (i) any and all claimsloss, liabilitiescost, lossesliability, damages or injuries, together with costs damage and expenses, expense (including reasonable legal fees, and other expenses incident thereto) (a "Loss") arising out of or resulting from any inaccuracy, misrepresentation or breach of any representation, warranty, covenant or agreement of Journal Register or Sellers under this Agreement (including the Schedules and Exhibits hereto); provided, however, that for purposes of this Section 19(b), all such representations, warranties, covenants and agreements of the Journal Register or Sellers, other than the representations and warranties in Section 3.11, the third sentence of Section 3.22 and Section 3.23 shall be deemed to have been made by the Journal Register or Sellers without any qualification as to MAE, materiality or Knowledge; (ii) any and all liability of the Suburban Journals or the Journal Register Parties that is an Excluded Obligation; subject to the condition that Purchaser shall have given Journal Register and Seller prompt written notice of, and an opportunity to defend, any and all such asserted liabilities; and (iii) in addition to the Taxes for which Sellers have agreed in Section 16 to indemnify Purchaser, its affiliates and The Ladue News, Inc., any and all liability for income Taxes of any member of the consolidated or combined group of corporations in which The Ladue News, Inc. has been a member for which The Xxxxx News, Inc. may be liable under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. The indemnification provided for in this Section 19(b) shall apply only to all Losses, as described in subpart (i) above, of any amount claimed under this Section 19(b) from and after the point such a single Loss or an aggregate of such Losses exceeds Two Hundred Fifty Thousand Dollars ($250,000); provided, however, that the indemnification provided for in this Section 19(b) shall not apply until such Losses exceed Seven Hundred Fifty Thousand Dollars ($750,000) in the aggregate; and provided further, that these limitations on the indemnification obligation of Sellers shall not apply (A) to any amount owed by Sellers to Purchaser in connection with the Purchase Price Adjustment described in Sections 11 or 14, (B) to any Loss arising out of or related to any failure of Sellers to discharge the Excluded Obligations, (C) to any amount owed by Sellers to Purchaser in connection with any brokers' fees described in Section 17, (D) to any amount owed by Sellers to Purchaser in connection with the expense reimbursement described in Section 22 or (E) any Loss due to fraud. The Journal Register Parties shall not have liability under this Section 19(b) or otherwise with respect to the representations and warranties in this Agreement in excess of $16,500,000 in the aggregate except with respect to any fraudulent or intentional misrepresentation or breach. No claim for Loss shall be made or appropriate where such Loss was included as a Current Liability or asset reserve in determining the Working Capital or Closing Date Working Capital Amount or if such Loss is covered by insurance except to the extent of any deductible. Except with respect to any fraudulent or intentional misrepresentation or breach, misrepresentation or material omission the indemnity agreement in this Section 19(b) shall be the exclusive liability for breach of the representations and warranties made by of the Primary Shareholder Journal Register Parties set forth in this Agreement Agreement; provided, however, that this limitation shall not foreclose any rights or remedies of the Purchaser at law or in any Exhibit hereto or equity to enforce the other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out provisions of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreements (hereafter defined), and (iii) any and all liabilities of the Company arising prior to the Closing Date. (c) Buyer hereby agrees to Purchaser and Pulitzer, jointly and severally, shall indemnify and hold the Shareholders Journal Register Parties and their respective affiliates, officers, directors, stockholders, employees, agents and successors and assigns harmless from and against against: (i) any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, Losses arising out of or resulting from (i) any breachinaccuracy, misrepresentation or material omission in the representations and warranties made by the Buyer in this Agreement, (ii) any breach in any material respect by Buyer, unless waived in writing by the Shareholders, of any representation, warranty, covenant or agreement of Buyer contained in Pulitzer or arising out of Purchaser under this Agreement or (iii) any claim by Card Service International with respect to Agreement, provided the personal guarantee by Bernx Xxxxxxx xx account #54334200579122 with respect to charges incurred after the Closing Date. (d) Any party claiming a right to indemnification hereunder (the "Indemnified Party") Journal Register Parties shall give the other party from whom indemnification is sought (the "Indemnifying Party") have given prompt written notice to Purchaser of such breach and an opportunity to defend any claim, demand, action, suit, proceeding or discovery other asserted liability; and (ii) any and all liabilities of fact upon which the Indemnified Party intends Suburban Journals or of Purchaser or Pulitzer, including any and all actions, suits, proceedings, demands, assessments, judgments, costs and expenses (including legal and other expenses incident thereto), resulting from the Assumed Obligations or from causes of action or claims of any kind asserted by unrelated third parties arising from actions or omissions of Purchaser, Pulitzer or any of the Suburban Journals on or after the Closing Date; subject to base a claim the condition that the Journal Register Parties shall have given Purchaser prompt written notice 6f, and an opportunity to defend, any and all such asserted liabilities. The indemnification provided for indemnification in this Section 19(c) shall apply to all Losses, as described in subpart (i) above, of any amount claimed under this Section 5.01, 19(c) from and after the point such a single Loss or an aggregate of several such Losses exceeds Two Hundred Fifty Thousand Dollars ($250,000); provided, however, that no the indemnification provided for in this Section 19(c) shall not apply until such Losses exceed Seven Hundred Fifty Thousand Dollars ($750,000) in the aggregate; and provided further, that this limitation on the indemnification obligation of Purchaser shall not apply to (A) any amount owed by Purchaser to Sellers in connection with the Purchase Price Adjustment described in Sections 11 or 14, (B) any Loss arising out of or related to any failure of Purchaser to give such notice discharge the Assumed Obligations, (C) any Loss arising out of or related to any failure of Purchaser to satisfy its obligations under Section 2.4(b), (D) to any amount owed by Purchaser to Sellers in connection with any brokers' fees described in Section 17, and (E) any Loss due to fraudulent or intentional misrepresentation or breach. Purchaser shall excuse any Indemnifying Party from any obligation hereunder except not have liability under this Section 19(c) or otherwise with respect to the extent representations and warranties in this Agreement in excess of $16,500,000 in the Indemnifying Party is materially prejudiced by such failureaggregate except with respect to any fraudulent or intentional misrepresentation or breach. The IndemnifiedExcept with respect to any fraudulent or intentional misrepresentation or breach, the indemnity agreement in this Section 19(c) shall be the exclusive liability for breach of the representations and warranties of Pulitzer or the Purchaser set forth in this Agreement; provided, however, that this limitation shall not foreclose any rights or remedies of the Journal Register Parties at law or in equity to enforce the other provisions of this Agreement.

Survival of Representations and Warranties Indemnification. (a) The covenants and the representations and warranties of the parties herein contained in this Agreement, shall survive the closing Effective Time until the first anniversary of the purchase contemplated Effective Time. Neither the period of survival nor the liability of a party hereto with respect to such party's representations and warranties shall be reduced by this Agreement, notwithstanding any investigation made at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Section 5.01 with respect another party hereto. If written notice of a claim has been given prior to any representation or warranty must be made (and will be null and void unless made) on or before the date twenty-four (24) months following the Closing Date (except in the case of representations contained in Section 4.01(c)(v), (g), (i) and (j), which must be made within six (6) months following the expiration of the applicable statute representations and warranties by a party hereto to another party hereto (which notice shall indicate with reasonable specificity the amount and nature of limitationsthe claim and the representation on which it is based), then the relevant representations and warranties shall survive as to such claim until such claim has been finally resolved. (b) The ShareholdersAfter the Effective Time, jointly and severally, hereby agree to indemnify and hold Buyer Parent and its affiliates (including, after the Effective Time, the Surviving Corporation and its Subsidiaries), officers, directors, stockholders, affiliates, employees, representatives agents, successors and other agents assigns (collectively, the "Parent Indemnified Parties") shall be indemnified and held harmless from and against by the Company solely out of the Escrow Amount for any and all claimsliabilities (including, liabilitieswithout limitation, Taxes due under applicable law but not yet paid by reason of a breach of Section 4.14), losses, damages or injuriesdamages, together with claims, costs and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable attorneys' and consultants' fees and expenses and including reasonable legal feesany such expenses incurred in connection with investigating, defending against or settling any such claims) actually suffered or incurred by them (including, without limitation, in connection with any action brought or otherwise initiated by any of them arising out of or resulting from the breach of any representation, warranty or covenant (iwithout giving effect to any qualification as to materiality contained therein in determining the amount of any loss) any breach(hereinafter, misrepresentation or material omission of the representations and warranties a "Loss"), made by the Primary Shareholder Company in this Agreement. The aggregate amount of Losses for which the Parent Indemnified Parties may receive indemnification pursuant to this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by shall not exceed the Company and/or the Shareholders, or any of them, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreements (hereafter defined), and (iii) any and all liabilities amount of the Company arising prior to the Closing DateEscrow Fund. (c) Buyer hereby agrees to indemnify and hold the Shareholders harmless Any Parent Indemnified Party seeking indemnification from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer in this Agreement, (ii) any breach in any material respect by Buyer, unless waived in writing by the Shareholders, of any covenant or agreement of Buyer contained in or arising out of this Agreement or (iii) any claim by Card Service International with respect to the personal guarantee by Bernx Xxxxxxx xx account #54334200579122 with respect to charges incurred after the Closing Date. (d) Any another party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought hereto (the "Indemnifying Party") prompt written under this Section 11.02 shall give the Escrow Agent and the Shareholder Representative, notice of any claim, demand, action, suit, proceeding or discovery of fact upon matter which the such Parent Indemnified Party intends has determined has given rise to base a claim for right of indemnification under this Section 5.01Agreement, provided, however, that no failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except prior to the extent expiration of the applicable representations and warranties as set forth in this Section 11.02, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the specific provisions of this Agreement in respect of which such right of indemnification is claimed or arises. All fees, expenses and Losses of the Parent Indemnified Party or the Indemnifying Party in connection with any matter for which indemnity may be sought shall be reimbursed from the Escrow Account in accordance with the Escrow Agreement, it being understood that the Shareholder Representative shall be the only person authorized to approve the incurrence of any reimbursable fees and expenses on behalf of shareholders. (d) If, in the event that (a) the Shareholder Representative shall not have objected to the amount claimed by the Parent Indemnified Party for indemnification from the Escrow Fund with respect to any Loss in accordance with the procedures set forth herein and in the Escrow Agreement or (b) the Shareholder Representative shall have delivered notice of its disagreement as to the amount of any indemnification requested by the Parent Indemnified Party from the Escrow Fund and either (i) the Shareholder Representative and the Parent Indemnified Party shall have, subsequent to the giving of such notice, mutually agreed that the Parent Indemnified Party is materially prejudiced entitled to indemnification from the Escrow Fund for a specified amount and shall have so jointly notified the Escrow Agent or (ii) a final judgment shall have been rendered by the court having jurisdiction over the matters relating to such failureclaim by the Parent Indemnified Party for indemnification from the Escrow Fund, and the Escrow Agent shall have received, in the case of clause (i) above, joint written instructions from the Shareholder Representative and the Parent Indemnified Party or, in the case of clause (ii) above, a copy of the final judgment of the court and written instructions from the Parent Indemnified Party, the Escrow Agent shall deliver to the Parent Indemnified Party funds from the Escrow Fund in respect of any amount determined to be owed to the Parent Indemnified Party under this Section 11.02 in accordance with the Escrow Agreement. (e) In all matters relating to this Section 11.02, the Shareholder Representative shall be the only party entitled to assert the rights of the Individual Shareholders, and the Shareholder Representative shall perform all of the obligations of the Individual Shareholders hereunder. Parent shall be entitled to rely on all statements, representations and decisions of the Shareholder Representative. (f) Notwithstanding anything else in this Agreement, the Indemnified Parties shall not be entitled to recover under this Section 11.02 with respect to any breach of representations, warranties or covenants, unless the aggregate amount of Losses arising out of all such breaches of representations, warranties and covenants exceeds $500,000, at which time the Indemnified Parties shall be entitled to recover all Losses in excess of $500,000. (g) The Indemnifiedindemnification provided by this Section 11.02 shall be the sole and exclusive post-Closing remedy available to Parent and Merger Subsidiary for any claim related to this Agreement or the transactions contemplated hereby, except with respect to claims arising out of fraud, or the willful breach of covenants by a party hereto.

Survival of Representations and Warranties Indemnification. (a) The representations All representations, warranties and warranties of the parties herein agreements contained in this Agreement shall survive the closing Closing for a period of the purchase contemplated by this Agreementsix (6) months, notwithstanding any investigation at any time made by or on behalf of the other partyconducted with respect thereto; however, provided that any claims for indemnification in accordance with this Section 5.01 a party shall have no liability with respect to any a representation or warranty must be made (and will be null and void unless made) on or before the date twenty-four (24) months following the Closing Date (except in the case of representations contained in Section 4.01(c)(v), (g), (i) and (j), which must be made within six (6) months following the expiration of the applicable statute of limitations). (b) The Shareholders, jointly and severally, hereby agree to indemnify and hold Buyer and its officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission of the representations and warranties made by the Primary Shareholder in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholderswarranty, or any of them, unless waived in writing by the Buyer, of any covenant an agreement to be performed or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreements (hereafter defined), and (iii) any and all liabilities of the Company arising complied with prior to the Closing Date. (c) Buyer hereby agrees to indemnify and hold the Shareholders harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer in this Agreement, (ii) any breach in any material respect by Buyer, unless waived in writing by the Shareholders, of any covenant or agreement of Buyer contained in or arising out of this Agreement or (iii) any claim by Card Service International with respect to the personal guarantee by Bernx Xxxxxxx xx account #54334200579122 with respect to charges incurred after the Closing Date. (d) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section 5.01, provided, however, that no failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent that the Indemnifying Party is materially prejudiced by inaccuracy of such failurerepresentation and warranty or the failure to perform and comply with such agreement was not intentional and was disclosed in a schedule delivered pursuant to this Agreement. Both the Company and DRGR agree to hold each other harmless on any act either performs other than acts of gross negligence, malfeasance, fraud, theft in their efforts to perform under this Agreement. DRGR and its Chairman/Chief Executive Officer asserts and indemnifies that DRGR has no pending litigation or disputes of any kind that could ultimately result in litigation. Furthermore, each of the respective parties have conducted, or will conduct, and are relying solely on their own independent research, investigation and due diligence of each other, the Company, DRGR, and the merits of the proposed transaction set forth herein. All the parties hereto, and their individual representatives, agents, and officers release and hold harmless Xxxxx X. Xxxxxx, P.A. and Xxxxx X. Xxxxxx, Esquire, and acknowledge that he and his firm have provided no advice or legal opinions to either side regarding the merits of the transaction, or legal issues involving securities or transactional law. The Indemnifiedparties herein have been advised of the recommendation to hire respective securities counsel to properly advise them of their rights, responsibilities, obligations, and ramifications pursuant to the transaction contemplated within this Agreement.

Survival of Representations and Warranties Indemnification. (aA) The representations and warranties of the parties herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Article III, Section 5.01 2 below with respect to any representation or warranty must be made (and will be null and void unless made) on or before the date twenty-four (24) months following the Closing Date (except in the case of representations contained in Section 4.01(c)(vParagraphs (B)(v), (gG), (iI) and (j)J) of Article II, Section 1 hereof, which must be made within six (6) months following the expiration of the applicable statute of limitations). (bB) The ShareholdersCompany and the Shareholder, jointly and severally, hereby agree to indemnify and hold Buyer Buyer, Parent, and its their respective officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission of the representations and warranties made by the Primary Company and/or the Shareholder in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of themShareholder, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreements (hereafter defined), and (iii) the Business conducted by the Company prior to the Closing Date and any actions or events associated therewith, (iv) any and all liabilities of the Company, other than the Assumed Liabilities, and (v) any failure by Virtual, the Shareholder or the Company arising prior to comply with any provisions of the Closing Datebulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. (cC) Buyer hereby agrees to indemnify and hold the Shareholders Company and the Shareholder harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer in this Agreement, (ii) any breach in any material respect by Buyer, unless waived in writing by the ShareholdersCompany, of any covenant or agreement of Buyer contained in or arising out of this Agreement Agreement, or (iii) any claim the Business as conducted by Card Service International with respect to the personal guarantee by Bernx Xxxxxxx xx account #54334200579122 with respect to charges incurred Buyer, after the Closing Date. (dD) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section 5.012, provided, however, that no failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure. The IndemnifiedIndemnifying Party after acknowledgment in writing to the Indemnified Party of its liability and obligation to indemnify hereunder, shall have full responsibility and authority with respect to the disposition of any action, suit or proceeding brought against it; provided, however, that it will not settle any such action, suit or proceeding without the prior written consent of the Indemnified Party, which will not be unreasonably withheld or delayed. In the event any action, suit or proceeding is brought against the Indemnified Party with respect to which the Indemnifying Party may have liability under the indemnity agreements contained in Paragraphs (B) and (C) of Article III, Section 2 hereof, however, the Indemnifying Party shall have the right, without prejudice to the Indemnified Party's rights under this Agreement, at the Indemnifying Party's sole expense, to be represented by counsel of its own choosing and with whom counsel for the Indemnified Party shall confer in connection with the defense of any such action, suit, or proceeding. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants, all books and records of the Indemnified Party relating to such action, suit or proceeding and the parties agree to render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such action, suit or proceeding. (E) Pursuant to the Purchase Price Escrow Agreement, upon receipt by the Escrow Agent thereunder of the Bankruptcy Order, $70,000 from the Escrowed Amount held thereunder (the "Indemnity Escrowed Amount") will be paid over and held by the escrow agent listed on Exhibit A (the "Escrow Agent") in accordance with the terms of an escrow agreement to be entered into between the parties (the "Indemnity Escrow Agreement") on or prior to the Closing Date. The Indemnity Escrowed Amount will be held in escrow by the Escrow Agent as security for any indemnification obligation of the Company and/or the Shareholder to Buyer pursuant to the terms of Article III, Sectxxx 0, Xxxxxxxxx (X) xx this Agreement. Indemnity claims by Buyer pursuant to said Paragraph (B) shall be satisfied first by the reduction of the Indemnity Escrowed Amount until the termination of the Indemnity Escrow Agreement and thereafter by the Company and/or the Shareholder. The Indemnity Escrowed Amount does not constitute a limit on the liability of the Company or the Shareholders to Buyer hereunder, it being understood and agreed that the Company and the Shareholder shall, subject to the limitation provided for in Sectxxx 0, Xxxxxxxxx (X) xxxeof, remain liable to satisfy the amount of such claims which exceed the Indemnity Escrowed Amount. Among other things, the Indemnity Escrow Agreement will provide that on the first anniversary hereof, the Escrow Agent shall pay to the Company or its designee such amount of the Indemnity Escrowed Amount then remaining, if any, as has not previously been applied pursuant to the terms of said Escrow Agreement, unless an indemnification claim by Buyer against the Company and/or the Shareholder is then pending.

Survival of Representations and Warranties Indemnification. (a) The representations and warranties of the parties herein contained shall survive the closing of the purchase Merger contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Section 5.01 6.02 with respect to any representation or warranty must be made (and will be null and void unless made) on or before the date twenty-four (24) months following the Closing Date (except in the case of representations contained in Section 4.01(c)(vXxxxxxx 0.00(x), (gx)(x), (ix), (x), (x), (x) and (jn), which must be made within six (6) months following the expiration of the applicable statute of limitations)) and except in the case of representations made in Section 5.03, which must be made within three years after the Closing Date. (b) The ShareholdersEach Shareholder hereby agrees to, jointly and severally, hereby agree to indemnify and hold Buyer the Parent and its Merger Subsidiary, and after the Closing Date, Surviving Corporation and Parent, and their respective officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, claims liabilities, losses, taxes, damages or injuries, together with costs and expenses, including reasonable legal feesfees (individually, each a "Loss and collectively "Losses") arising out of or resulting from (i) any breach, misrepresentation or material omission of the representations and warranties made by the Primary Shareholder Shareholders in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of themShareholder, unless waived in writing by the BuyerMerger Subsidiary, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreements (hereafter defined), and (iii) any and all, Losses, damages or injuries arising out of any failure of the Merger to qualify as a Section 368 reorganization, other than as the direct consequence of any breach of a representation or warranty in Section 5.03; (iv) any and all sales, use, value added, stamp, transfer or other similar taxes arising from the transactions contemplated herein, (v) any and all liabilities arising out of or relating to the Company's profit sharing plan, (vi) any and all liabilities of the Company arising arising, exiting or accruing prior to the Closing DateDate except for: (x) obligations of the Company to perform services with respect to deferred revenue at Closing, if any; and (y) the trade accounts payables, accrued expenses and certain other liabilities of the Company as of the Closing Date as set forth on Exhibit 6.02(b); (vii) any Loss resulting --------------- from the tax audits disclosed on Exhibit 5.01(g) and; (viii) any and all liabilities arising out of or relating to oral agreements of the Company except to the extent expressly disclosed on Exhibit 5.01(c)(i)(2) (collectively, the "Indemnified Liabilities"). (c) Buyer The Merger Subsidiary hereby agrees to indemnify and hold the Shareholders harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer Merger Subsidiary in this Agreement, or (ii) any breach in any material respect by Buyerthe Merger Subsidiary, unless waived in writing by the Shareholders, of any covenant or agreement of Buyer the Merger Subsidiary contained in or arising out of this Agreement. (d) The Parent hereby agrees to indemnify and hold the Shareholders harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Parent or the Merger Subsidiary in Section 5.03 of this Agreement, (ii) any breach in any material respect by the Parent, unless waived in writing by the Shareholders, of any covenant or agreement of the Parent contained in or arising out of Section 4.03(d) or Article VII of this Agreement or (iii) any claim Loss incurred by Card Service International Xxxxx X. Xxxxxxxx, Xxxxxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxxxx with respect to their personal guaranty of the personal guarantee by Bernx Xxxxxxx xx account #54334200579122 with respect to charges incurred after office lease covering 00 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx dated August 30, 1995 described in the Closing Datelease referenced on Exhibit 5.01(c)(i)(3). (de) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section 5.016.02, provided, however, that no failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure. The IndemnifiedIndemnified Party shall have full responsibility and authority with respect to the disposition of any action, suit or proceeding brought against it; provided, however, that it will not settle any such action, suit or proceeding without the prior written consent of the Indemnifying Party, which will not be unreasonably withheld or delayed. In the event any action, suit or proceeding is brought against the Indemnified Party with respect to which the Indemnifying Party may have liability under the indemnity agreements contained in Section 6.02(b), (c) and (d) however, the Indemnifying Party shall have the right, without prejudice to the Indemnified Party's rights under this Agreement, at the Indemnifying Party's sole expense, to be represented by counsel of its own choosing and with whom counsel for the Indemnified Party shall confer in connection with the defense of any such action, suit, or proceeding. The Indemnified Party will keep the Indemnifying Party reasonably informed of the progress of any litigation and settlement discussions. The Indemnifying Party shall have the right to settle any third party claim provided (i) it results in no Loss to the Indemnified Party, and (ii) the Indemnifying party obtains a full general release in favor of the Indemnified Party with respect to said third party claims. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants, all books and records of the Indemnified Party relating to such action, suit or proceeding and the parties agree to render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such action, suit or proceeding. (f) The Surviving Corporation and/or the Parent shall have the right to defer any payment of the Earnout Amount not yet then paid to Shareholders, for the amount of any claim for indemnification against the Shareholders under this Section 6.02 which has not been Finally Determined. The Earnout Amount due to Shareholders shall be subject to offset for the amounts Finally Determined (as hereafter defined) to be subject to indemnification under Section 6.02(b). "Finally Determined" means a final, non appealable judgment from a court of competent jurisdiction or written agreement between Shareholders, Merger Subsidiary and Parent regarding disposition of the claim.

Survival of Representations and Warranties Indemnification. (a) The representations and warranties of the parties herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Section 5.01 with respect to any representation or warranty must be made (and will be null and void unless made) on or before until the date twenty-four that is eighteen (2418) months following the Closing Date (except in Date, provided that the case of representations contained in Section 4.01(c)(v), (g), (i) Seller’s Fundamental Representations and (j), which must be made within six (6) months following the Purchaser’s Fundamental Representations shall survive until the expiration of the applicable statute of limitations, and provided, further, that survival of the representations and warranties set forth in Section 3.15 shall be governed by Section 5.9(i). Except as provided in Section 5.9(i), the covenants and agreements contained in this Agreement shall survive the Effective Time until fully performed in accordance with their respective terms, provided that the covenants and agreements contained in this Agreement that by their terms apply or are to be performed entirely prior to the Effective Time shall only survive until the period specified in the immediately preceding sentence. Notwithstanding the preceding sentences, any breach of representation, warranty, covenant or agreement in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate if (and to the extent) prior to such time notice of the breach giving rise to such right of indemnity shall have been given in accordance with this Section 8.1 to the party against whom indemnity is sought, in which case such breach shall survive until final resolution of such claim (or, if earlier, the latest date permitted by applicable Law). (b) The ShareholdersEffective at and after the Closing and subject to the other provisions of this Section 8.1, jointly and severally, Seller hereby agree agrees to indemnify and hold Buyer Purchaser and its officersAffiliates (including the Company and its Subsidiaries) and their respective Representatives (collectively, directorsthe “Purchaser Indemnified Parties”) against and agrees to hold each of them harmless from, stockholdersand reimburse any Purchaser Indemnified Party for, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out Losses suffered by a Purchaser Indemnified Party as a result of or resulting from relating to: (i) any breach, misrepresentation breach or material omission inaccuracy of any Seller Fundamental Representation or the representations and warranties made by the Primary Shareholder certificate delivered at Closing in this Agreement respect thereof determined without giving effect to any limitations as to materiality or in any Exhibit hereto or other documents delivered in connection herewith, “Material Adverse Effect” set forth therein; (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by the Buyer, inaccuracy of any covenant representation and warranty made by Seller set forth in this Agreement or agreement contained the certificate delivered at Closing in respect thereof (other than the Seller Fundamental Representations and the representations and warranties set forth in Section 3.15 (which matters are addressed in Section 5.9) without giving effect to any limitations as to materiality or arising out of this Agreement, or any “Material Adverse Effect” set forth therein (other agreement delivered than in connection herewith on the Closing Date, including without limitation, the Employment Agreements (hereafter definedSection 3.6(g), and ); (iii) any and all liabilities breach, failure, nonfulfillment or default by Seller in the performance of or compliance with any of the covenants or agreements made or to be performed by Seller pursuant to this Agreement; (iv) any Company arising Transaction Expenses that were not (A) paid in full at or prior to the Closing Date. (c) Buyer hereby agrees to indemnify and hold the Shareholders harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer in this AgreementClosing, (iiB) borne entirely by Seller or any breach in any material respect by Buyerof its Affiliates (other than the Company and its Subsidiaries), unless waived in writing by the Shareholders, of any covenant or agreement of Buyer contained in or arising out of this Agreement or (iiiC) any claim by Card Service International with respect deducted from the Purchase Price paid pursuant to the personal guarantee by Bernx Xxxxxxx xx account #54334200579122 with respect to charges incurred after the Closing Date. (d) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section 5.01, provided, however, that no failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnified2.2(c)(i);

Survival of Representations and Warranties Indemnification. (a) The representations and warranties of the parties herein contained in Articles 4 and 5 of this Agreement shall survive for a period of six months from the closing of effective date hereof, 52 provided, however, that the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Section 5.01 with respect to any representation or warranty must be made (and will be null and void unless made) on or before the date twenty-four (24) months following the Closing Date (except in the case of representations contained in Section 4.01(c)(v), (g), (i) and (j), which must be made within six (6) months following 5.6 hereof shall survive for a period of two years from the expiration of the applicable statute of limitations)effective date hereof. (b) The Shareholders, Vendell and each Vendell Subsidiary jointly and severally, hereby in accordance with the Escrow Agreement, agree to indemnify and hold harmless Buyer, and each officer, director, employee, shareholder or other agent thereof and their respective estates (each being a "Buyer and its officersIndemnified Party"), directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, losses, damages, liabilities, lossesand expenses (including without limitation, damages or injuries, together with settlement costs and expenses, including reasonable any legal fees, arising out or other fees or expenses for investigating or defending any actions or threatened actions) reasonably incurred by such Buyer Indemnified Party in connection with each and all of or resulting from the following: (i) any breach, misrepresentation or material omission breach of the representations and warranties any warranty made by Seller in this Agreement; (ii) the Primary Shareholder nonfulfillment or breach of any covenant, agreement, or obligation of Seller contained in or contemplated by this Agreement; (iii) any misrepresentation or breach of any warranty contained in any statement, certificate, or other document executed by Seller pursuant to this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, with the transaction contemplated by this Agreement; (iiiv) any misrepresentation or breach of the warranties of Seller made in any material respect Section 4.14 hereof, with such representations and warranties being construed as if they were not qualified by the Company and/or knowledge of Seller, to the Shareholdersextent such misrepresentation or breach is based upon alleged breach of or noncompliance with healthcare regulatory Laws and are alleged in a third party claim, whether brought by a Governmental or any of them, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this Agreement, Regulatory Authority or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreements Person; and (hereafter defined), and (iiiv) any and all liabilities of the Company arising prior attempt (whether or not successful) by any person to the Closing Datecause or require such Buyer Indemnified Party to pay or discharge any Liability other than an Assumed Liability. (c) Buyer hereby agrees to indemnify CCS shall, indemnify, defend, and hold the Shareholders harmless harmless, Vendell, each Vendell Subsidiary and each officer, director, employee, shareholder, or other agent thereof and their respective estates (each being a "Seller Indemnified Party"), from and against any and all claims, losses, damages, liabilities, lossesand expenses (including, damages or injurieswithout limitation, together with settlement costs and expenses, including reasonable any legal fees, arising out or other fees or expenses for investigating or defending any actions or threatened actions) reasonably incurred by such Seller Indemnified Party in connection with each and all of or resulting from the following: (i) any breach, misrepresentation or material omission in the representations and warranties breach of any warranty made by the Buyer Seller in this Agreement, ; (ii) any the nonfulfillment or breach in any material respect by Buyer, unless waived in writing by the Shareholders, of any covenant covenant, agreement, or agreement obligation of Buyer Seller contained in or arising out of contemplated by this Agreement or Agreement; (iii) any claim misrepresentation or breach of any warranty contained in any statement, certificate, or other document executed by Card Service International Seller pursuant to this Agreement or in connection with respect the transactions contemplated by this Agreement; and (iv) any attempt (whether or not successful) by any person to the personal guarantee by Bernx Xxxxxxx xx account #54334200579122 with respect cause or require such Seller Indemnified Party to charges incurred after the Closing Datepay or discharge any Assumed Liabilities. (d) Any Subject to the provisions of the Escrow Agreement, if in effect, an indemnified party claiming a right to indemnification hereunder (shall promptly notify the "Indemnified Party") shall give the other indemnifying party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, or proceeding or discovery of fact upon for which the Indemnified Party intends to base a claim for indemnification will be sought under this Section 5.017.17 of this Agreement, providedand, howeverif such claim, that no failure demand, action, or proceeding is a third party claim, demand, action, or proceeding, the indemnifying party will have the right at its expense to give such notice shall excuse any Indemnifying Party from any obligation hereunder except assume the defense thereof using counsel reasonably acceptable to the extent the Indemnifying Party is materially prejudiced by such failureindemnified party. The Indemnifiedindemnified party shall have the right to participate, at its own expense, with respect to any such third party claim, demand, action, or proceeding. In connection with any such third party claim, demand, action, or proceeding, Buyer and Seller shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action, or proceeding shall be settled without the prior written consent of the indemnified party. If a firm written offer is made to settle any such third party claim, demand, action, or proceeding and the indemnifying party proposes to accept such settlement, and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action, or proceeding; and (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action, or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action, or proceeding is greater than the amount of the proposed settlement. (e) Until all Buyer Indemnified Parties have incurred losses aggregating $100,000, no amounts shall be paid to the Buyer Indemnified Party seeking indemnification from the Escrow Fund or otherwise. In the event such losses exceed $100,000 in the aggregate, the Buyer Indemnified Parties shall be entitled to payment from the Escrow Fund for all losses suffered which exceed $100,000, but shall not be authorized to otherwise seek monetary recourse from Vendell or the Vendell Subsidiaries. The aggregate monetary Damages of Vendell and the Vendell Subsidiaries to Buyer hereunder shall not exceed $500,000. (f) Buyer shall assert all claims for indemnification pursuant to Section 7.17(b), if at all, on or before the date which is six months from the Closing Date. Seller shall assert all claims for indemnification pursuant to Section 7.17(c), if at all, on or before the date which is six months from the Closing Date, except for a claim based on the breach of the representations of Section 5.6 hereof, which claim shall be asserted on or before the date which is two years from the Closing Date.

Survival of Representations and Warranties Indemnification. (a) The representations 8.1 Survival of Representations and warranties Warranties. All representations, warranties, covenants and obligations of the parties herein contained Company, the Company Sub, any Company Stockholders, Parent and Sub in this Merger Agreement, the Company Disclosure Letter, and the Related Documents shall survive the closing of Closing Date and continue in full force and effect until twelve (12) months after the purchase contemplated by this AgreementClosing Date, except that, notwithstanding any investigation at any time made by or on behalf of anything to the other party, provided that any claims for indemnification in accordance with this Section 5.01 with respect to any representation or warranty must be made (and will be null and void unless made) on or before the date twenty-four (24) months following the Closing Date (except in the case of representations contrary contained in Section 4.01(c)(v), (g)this Merger Agreement, (i) and (j), which must be made within six (6any breach of a representation or warranty set forth in Section 4.1(m) months following or Section 4.1(r) shall survive until the expiration of the applicable statute of limitations)limitation, including any extensions thereof, and (ii) if notice of a Claim (as hereafter defined) is given under Article VIII prior to such expiration date, such Claim shall continue indefinitely until such Claim is finally resolved; provided, however, that the availability of equitable remedies for any breach of any covenant or agreement pursuant to Article VIII shall survive indefinitely. 8.2 Indemnification by the Company and the Company Stockholders. (ba) The Shareholders, jointly Company and severally, hereby agree the Company Stockholders shall be obligated to indemnify save and hold Buyer and harmless Parent, its officers, directors, stockholders, affiliatesofficers, employees, representatives Affiliates, agents and other agents harmless assigns (each an "INDEMNIFIED PARENT PARTY"), from and against any and all Losses (whether or not arising out of third-party claims) and all amounts paid in investigation, liabilitiesdefense or settlement of any of the foregoing (collectively with Losses, losses, damages or injuries, together with costs and expenses, including reasonable legal fees"DAMAGES") incurred in connection with, arising out of or of, resulting from or incident to (i) any breach, misrepresentation breach of any representation or material omission of the representations and warranties warranty made by the Primary Shareholder Company or by any Management Stockholder in this Agreement Merger Agreement, the Company Disclosure Letter or in any Exhibit hereto or other documents of the Related Documents delivered in connection herewithpursuant hereto, (ii) any breach in of any material respect covenant, obligation or agreement made by the Company and/or the Shareholders, or any Management Stockholder in this Merger Agreement or in any of them, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement Related Documents delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreements (hereafter defined)pursuant hereto, and (iii) any claim by any Person against Parent, Sub or the Surviving Corporation for broker's or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with the Company (or any person acting on the Company's behalf) in connection with the Merger. (b) In addition to the indemnification obligations pursuant to Section 8.2(a) hereof and notwithstanding anything contained herein to the contrary, the Company and the Company Stockholders shall be obligated to indemnify, hold harmless, pay and reimburse Indemnified Parent Parties for all liabilities Damages, in the aggregate, up to the amount of the Merger Consideration, but limited for each Company Stockholder to each such Company Stockholder's Pro Rata Share (except to the extent set forth below), without regard to any of the limitations set forth in Sections 8.1 or 8.6, that are caused by (i) fraud and/or "INTENTIONAL MISREPRESENTATION" by the Company or either of the Management Stockholders of any of their representations and warranties contained in this Merger Agreement, the Company Disclosure Letter or any of the Related Documents, and (ii) knowing, intentional or willful breaches by the Company or either of the Management Stockholders of their covenants or agreements contained in this Merger Agreement or any of the Related Documents to which they are parties; provided, however, that each Company Stockholder shall, with respect to items (i) and (ii) of this Section 8.2(b) be liable only for Damages (A) arising out of his, her or its own fraud or Intentional Misrepresentation or knowing, intentional or willful breaches of his, her or its covenants or agreements contained in this Merger Agreement or any of the Related Documents to which he, she or it is a party, and (B) up to the amount of the Merger Consideration received by such Company Stockholder. For purposes of this Merger Agreement, "INTENTIONAL MISREPRESENTATION" by the Company or the Management Stockholders shall mean a willful and intentional misrepresentation of any facts, information or other matters that are the subject of their representations and warranties or disclosures contained in this Merger Agreement, the Company Disclosure Letter or any of the Related Documents or that are the subject of the covenants or agreements of the Company arising prior or the Management Stockholders contained in this Merger Agreement or any of the Related Documents to which they are parties. In determining whether an Intentional Misrepresentation occurred regarding any representations and warranties by the Closing DateCompany or the Management Stockholders, the Management Stockholders shall not be deemed responsible for any other Person's knowledge or intent nor shall there be any constructive or imputed knowledge. (c) Buyer hereby agrees The Management Stockholders and the Company each agree to indemnify and hold the Shareholders harmless from and against notify Parent of any and all claims, liabilities, lossesclaims or misrepresentations, damages breaches or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made other matters covered by the Buyer in this Agreement, (ii) any breach in any material respect by Buyer, unless waived in writing by the Shareholders, of any covenant or agreement of Buyer contained in or arising out of this Agreement or (iii) any claim by Card Service International with respect to the personal guarantee by Bernx Xxxxxxx xx account #54334200579122 with respect to charges incurred after the Closing Date. (d) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section 5.01, provided, however, that no failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifiedthis

Survival of Representations and Warranties Indemnification. (aA) The representations and warranties of the parties herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Article II, Section 5.01 2 below with respect to any representation or warranty must be made (and will be null and void unless made) on or before the date twenty-four (24) months following the Closing Date April 28, 2002 (except in the case of representations contained in Section 4.01(c)(vParagraphs (B)(v), (gG), (i) I), (J), and (j)L) of Article I, Section 2 hereof, which must be made within six (6) months following the expiration of the applicable statute of limitations). (bB) The Shareholders, Shareholders and the Company jointly and severally, severally hereby agree to indemnify and hold Buyer Buyer, Parent, and its their respective officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission of the representations and warranties made by the Primary Shareholder Company in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of themCompany, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreements (hereafter defined), and (iii) the Business conducted by the Company prior to the Closing Date and any actions or events associated therewith, (iv) any and all liabilities of the Company, other than the Assumed Liabilities, and (v) any failure by the Company arising prior to comply with any provisions of the Closing Datebulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. (cC) Buyer hereby agrees to indemnify and hold the Company and the Shareholders harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer in this Agreement, (ii) any breach in any material respect by Buyer, unless waived in writing by the ShareholdersCompany, of any covenant or agreement of Buyer contained in or arising out of this Agreement Agreement, or (iii) any claim the Business as conducted by Card Service International with respect to the personal guarantee by Bernx Xxxxxxx xx account #54334200579122 with respect to charges incurred Buyer, after the Closing Date. (dD) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact (any of which shall be a "Claim") upon which the Indemnified Party intends to base a claim for indemnification under this Article III, Section 5.012, provided, however, that no failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifiedany

Survival of Representations and Warranties Indemnification. (a) The representations and warranties of the parties herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other partyClosing, provided that any claims for indemnification in accordance with this Article V, Section 5.01 5.2 with respect to any representation or warranty must be made (and will be null and void unless made) on or before the date twenty-twenty four (24) months following the Closing Date (except in the case of representations contained in Section 4.01(c)(vSections 4.2(f) (Titles and Liens), 4.2(k) (g), (iTaxes) and 4.2(n) (j)Environmental Compliance) of this Agreement, which must be made within six (6) months following prior to the expiration of the applicable statute of limitations). (b) The Shareholders, jointly and severally, Seller hereby agree agrees to indemnify and hold Buyer Purchaser, and its officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, that in the aggregate exceed $175,000 (the “Indemnification Threshold”) and in the aggregate, excluding reasonable legal fees, are less than $18,000,000 (the “Indemnification Cap”) and arising out of or resulting from (i) any material breach, misrepresentation or material omission of the representations and warranties made by the Primary Shareholder Seller in this Agreement or in any Exhibit Schedule hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of themSeller, unless waived in writing by the BuyerPurchaser, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreements (hereafter defined), and (iii) any and all liabilities of Seller, other than the Company Assumed Liabilities, and (iv) any failure by Seller to comply with any provision of the bulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, the Indemnification Threshold and the Indemnification Cap shall not apply to claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising prior to out of any material breach by Seller in the Closing Daterepresentations contained in Sections 4.2(f) (Titles and Liens), 4.2(k) (Taxes) and 4.2(n) (Environmental Compliance). (c) Buyer Purchaser hereby agrees to indemnify and hold the Shareholders Seller harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer Purchaser in this Agreement, (ii) any breach in any material respect by BuyerPurchaser, unless waived in writing by the ShareholdersSeller, of any covenant or agreement of Buyer Purchaser contained in or arising out of this Agreement Agreement, or (iii) any claim the Businesses as conducted by Card Service International with respect to the personal guarantee by Bernx Xxxxxxx xx account #54334200579122 with respect to charges incurred Purchaser, after the Closing Date. (d) Any party claiming a right to indemnification hereunder (the "“Indemnified Party"”) shall give the other party from whom indemnification is sought (the "“Indemnifying Party"”) prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section 5.015.2, provided, however, that no failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure. The IndemnifiedIndemnified Party shall have full responsibility and authority with respect to the disposition of any action, suit or proceeding brought against it; provided, however, that it will not settle any such action, suit or proceeding without the prior written consent of the Indemnifying Party, which will not be unreasonably withheld or delayed. In the event any action, suit or proceeding is brought against the Indemnified Party with respect to which the Indemnifying Party may have liability under the indemnity agreements contained in Sections 5.2(b) and 5.2(c) hereof, however, the Indemnifying Party shall have the right, without prejudice to the Indemnified Party’s rights under this Agreement, at the Indemnifying Party’s sole expense, to be represented by counsel of its own choosing and with whom counsel for the Indemnified Party shall confer in connection with the defense of any such action, suit, or proceeding. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants, all books and records of the Indemnified Party relating to such action, suit or proceeding and the parties agree to render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such action, suit or proceeding. (e) All indemnification obligations of Seller and Purchaser in Sections 5.2(b) and 5.2(c) above shall expire twenty-four months after the Closing Date except (i) any claims for indemnification which have commenced in the applicable forum for resolution prior to such date which shall expire upon a final non-appealable decision of, or the withdrawal of, such claim and (ii) for indemnification obligations arising out of any material breach by Seller in the representations contained in Sections 4.2(f) (Titles and Liens), 4.2(k) (Taxes) and 4.2(n) (Environmental Compliance) which shall expire at the expiration of the applicable statute of limitations.

Survival of Representations and Warranties Indemnification. (a) The representations and warranties of the parties herein Companies contained in this Agreement, or in any certificate or other instrument delivered in connection herewith, shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Section 5.01 with respect to any representation or warranty must be made (Closing and will be null and void unless made) on or before the date twenty-four (24) months following the Closing Date (except in the case of representations contained in Section 4.01(c)(v), (g), (i) and (j), which must be made within shall expire six (6) months following after the Closing Date, provided that if any party hereto, before expiration of a representation or warranty given by another party hereto, delivers to such other party a written notice alleging a breach of such representation or warranty, the applicable statute representation or warranty shall survive until, but only for purposes of, the resolution of limitations)the matter covered by such notice. (b) The ShareholdersFrom and after the date hereof, each Company shall, jointly and severally, hereby agree to defend, indemnify and hold Buyer harmless Purchaser, Parent and its officerstheir respective Affiliates (each a “Purchaser Indemnified Party”) from, directors, stockholders, affiliates, employees, representatives against and other agents harmless from and against in respect of any and all claims, losses, costs, expenses, obligations, liabilities, lossesdamages, damages recoveries and deficiencies (including, without limitation, interest, penalties and reasonable attorneys’ fees) (“Losses”), that such Purchaser Indemnified Party may incur, sustain or injuries, together with costs and expenses, including reasonable legal fees, suffer resulting from or arising out of (directly or resulting from indirectly) or in connection with (i) any breach, misrepresentation breach of or material omission of the representations and warranties made by the Primary Shareholder in this Agreement or any inaccuracy in any Exhibit hereto representation or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by the Buyer, warranty of any covenant or agreement Company contained in or arising out of this Agreement, or any other agreement certificate or other document delivered by Seller pursuant to this Agreement, or in connection herewith on the Closing Dateany Schedule or Exhibit hereto or thereto, including without limitation, the Employment Agreements and/or (hereafter defined), and (iiiii) any and all liabilities breach or failure to perform any covenant or agreement of the any Company arising prior to the Closing Datecontained in this Agreement. (c) Buyer hereby agrees In the event that any Purchaser Indemnified Party shall have incurred, sustained or suffered any Loss with respect to indemnify and hold the Shareholders harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or which it is entitled to be indemnified under Section 4(b) above resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer in this Agreement, (ii) any breach in any material respect by Buyer, unless waived in writing by the Shareholders, of any covenant or agreement of Buyer contained in or arising out of this Agreement (directly or indirectly) or in connection with any breach of or any inaccuracy in any representation or warranty of any Company contained in [Section 2(m) (iiiother than any income or franchise Taxes),] Section 2(q) or Section 2(r) above, Parent shall, in addition to any claim by Card Service International with respect to other rights Purchaser or Parent may have against the personal guarantee by Bernx Xxxxxxx xx account #54334200579122 with respect to charges incurred after Companies, have the Closing Date. (d) Any party claiming a right to indemnification hereunder (set-off the "Indemnified Party"full amount of such Loss against the payments due under the Note, in which event the Note shall be deemed to be automatically amended accordingly. In addition, Parent shall have the right to set-off against the payments due under the Note the full amount of the Losses contemplated in Section 9(f)(iv) below, in which event the Note shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends be deemed to base a claim for indemnification under this Section 5.01, provided, however, that no failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifiedbe automatically amended accordingly.

Survival of Representations and Warranties Indemnification. (a) The Except as provided in Article 12, the covenants and the representations and warranties of the parties herein contained in this Agreement, shall survive the closing of Effective Time until eighteen (18) months after the purchase contemplated by this Agreement, notwithstanding any investigation at any time Effective Time; provided that the representations and warranties made by or on behalf of Sellers and the other party, provided that any claims for indemnification in accordance with this Section 5.01 with respect to any representation or warranty must be made (and will be null and void unless made) on or before the date twenty-four (24) months following the Closing Date (except in the case of representations contained Company in Section 4.01(c)(v), (g), (i) 4.05 shall survive indefinitely and (j), which must be made within six (6) months following the expiration of the applicable statute of limitations). (b) The Shareholders, jointly and severally, hereby agree to indemnify and hold Buyer and its officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission of the representations and warranties made by the Primary Shareholder in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by Sellers and the Company and/or in Section 4.25 shall survive until the Shareholdersthird anniversary of the Effective Time. Neither the period of survival nor the liability of a party hereto with respect to such party's representations and warranties shall be reduced by any investigation made at any time by or on behalf of another party hereto. If written notice of a claim has been given prior to the expiration of the applicable representations and warranties by a party hereto to another party hereto (which notice shall indicate with reasonable specificity the amount and nature of the claim and the representation on which it is based), or any of themthen the relevant representations and warranties shall survive as to such claim until such claim has been finally resolved. (b) After the Effective Time, unless waived in writing by Parent and its Affiliates (including, after the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitationEffective Time, the Employment Agreements (hereafter definedSurviving Corporation), officers, directors, employees, agents, successors and assigns (iiicollectively, the "PARENT INDEMNIFIED PARTIES") shall be jointly and severally indemnified and held harmless by each of the Sellers for any and all liabilities of the Company arising prior to the Closing Date. (c) Buyer hereby agrees to indemnify and hold the Shareholders harmless from and against any and all claims, liabilities, losses, damages or injuriesdamages, together with claims, costs and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable attorneys' and consultants' fees and expenses and including reasonable legal feesany such expenses incurred in connection with investigating, defending against or settling any such claims) actually suffered or incurred by them (including, without limitation, in connection with any action brought or otherwise initiated by any of them) arising out of or resulting from the breach of any representation, warranty or covenant (iwithout giving effect to any qualification as to materiality contained therein in determining the amount of any loss) any breach(hereinafter, misrepresentation or material omission in the representations and warranties a "LOSS"), made by the Buyer Company or the Sellers in this Agreement, (ii) provided that indemnification in respect of any breach in any material respect by Buyer, unless waived in writing Tax Loss shall be governed exclusively by the Shareholders, provisions of Article 12. (c) Any Parent Indemnified Party seeking indemnification from the Sellers (the "INDEMNIFYING PARTY") under this Section 11.02 shall give the Sellers notice of any covenant or agreement matter which such Parent Indemnified Party has determined has given rise to a right of Buyer contained indemnification under this Agreement, prior to the expiration of the applicable representations and warranties as set forth in or arising out this Section 11.02, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the specific provisions of this Agreement in respect of which such right of indemnification is claimed or (iii) any claim by Card Service International with respect to the personal guarantee by Bernx Xxxxxxx xx account #54334200579122 with respect to charges incurred after the Closing Datearises. (d) Any party claiming a right Except as to indemnification liability arising out of or relating to the representations and warranties set forth in Article 12, Section 4.05, Section 4.08(b), Section 4.08(d), Section 4.08(f), and Section 4.08(l), or liability arising from or relating to fraud, the Sellers shall have no liability under Section 11.02(b) unless and until the aggregate of all Losses relating thereto exceeds $250,000 and then only to the extent such Losses exceed said amount. Except for liabilities arising out of or relating to the representations and warranties set forth in Article 12, Section 4.05, Section 4.08(b), Section 4.08(d), Section 4.08(f), and Section 4.08(l), or liabilities arising from or relating to fraud, and exclusive of any purchase price adjustment in accordance with Section 2.06, the Sellers shall have no liability under Section 11.02(b) or for any liability arising out of or relating to the representations, warranties and covenants and agreements to be performed by Sellers or the Company hereunder after Sellers have paid Losses in an amount equal to $12,000,000 (the "Indemnified PartyINDEMNITY CAP"). (e) After the Effective Time, Sellers and their Affiliates, officers, directors, employees, agents, successors and assigns (collectively, the "SELLER INDEMNIFIED PARTIES") shall give be jointly and severally indemnified and held harmless by each of Parent and the other party Surviving Corporation for any and all Losses arising out of or resulting from whom indemnification is sought (the "Indemnifying Party") prompt written notice breach of any claimrepresentation, demandwarranty or covenant (without giving effect to any qualification as to materiality contained therein in determining the amount of any Loss), action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under made by Parent in this Section 5.01Agreement, provided, however, that Parent shall have no failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except liability under Section 11.02(e) unless and until the aggregate of all Losses relating thereto exceeds $250,000 and then only to the extent such Losses exceed said amount. Parent shall have no liability under Section 11.02(e) or for any liability arising out of or relating to the representations, warranties and covenants and agreements to be performed by Parent hereunder after Parent has paid Losses in an amount equal to $12,000,000. (f) To the extent that any Claim is covered by insurance held by the Parent Indemnified Party or the Seller Indemnified Party (each, an "INDEMNIFIED PARTY"), such Indemnified Party shall be entitled to indemnification hereunder only with respect to the amount of Losses that are in excess of the cash proceeds received by such Indemnified Party pursuant to such insurance (net of any deductible or copayment). If such Indemnified Party receives such cash insurance proceeds prior to the time such indemnification is paid, then the amount payable by the Indemnifying Party pursuant to such indemnification shall be reduced by the amount of such insurance proceeds. To the extent that any Claim is paid in full or in part by cash insurance proceeds, such cash insurance proceeds shall not be applied to the Indemnity Cap. If such Indemnified Party receives such cash insurance proceeds after such indemnification is paid, then upon receipt by the Indemnified Party of any cash proceeds pursuant to such insurance with respect to such indemnification, such Indemnified Party shall repay any portion of such amount which was previously paid by the Indemnifying Party to the Indemnified Party in satisfaction of such indemnification and such amount will not be applied to the Indemnity Cap. Notwithstanding the foregoing, the amount of any such insurance proceeds shall not reduce the amount of Losses for which the Indemnifying Party is materially prejudiced responsible to the extent that the Company can establish that the recovery of such proceeds results in the termination of the applicable insurance policy or a prospective, retrospective or retroactive premium adjustment as a result of such claim. (g) Subsequent to the Effective Time, with respect to any matter as to which indemnification is provided pursuant to this Section 11.02(b), such indemnification shall be the sole remedy available to the indemnified party and the parties hereto waive, to the maximum extent permitted by such failurelaw, any other remedies available to them; provided, however, that the parties do not waive any rights or remedies for any claim, loss or other action arising from or relating to fraud. The IndemnifiedNotwithstanding the foregoing the parties hereto may exercise their rights under this Agreement and applicable law to equitable remedies, including, without limitation specific performance and injunction.

Survival of Representations and Warranties Indemnification. (a) The representations and warranties of the parties herein contained Sellers set forth in this Agreement or in any certificate delivered pursuant to Section 12.3(a) or Section 12.3(b) shall survive the closing for a period of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Section 5.01 with respect to any representation or warranty must be made (and will be null and void unless made) on or before the date twenty-four (24) six months following after the Closing Date (except in the case of representations contained in Section 4.01(c)(v), (g), (i) and (j), which must be made within six (6) months following the expiration of the applicable statute of limitations)Date. (b) The ShareholdersOn and after Closing, jointly and severally, hereby agree Buyer agrees to indemnify and hold Buyer Sellers and its officers, their directors, stockholders, affiliatesofficers, employees, representatives Affiliates, agents, successors and other agents permitted assigns harmless from and against any and all losses arising or resulting primarily from: (i) any and all Assumed Liabilities; (ii) any breach by Buyer of its representation or warranties in this Agreement; (iii) the post-Closing operation of the Business; and (iv) all actions, suits, proceedings, claims, liabilitiesdemands, lossesassessments, damages or injuriesjudgments, together with costs and expenses, including reasonable legal attorneys’ fees, arising out of or resulting from (i) any breach, misrepresentation or material omission of the representations and warranties made by the Primary Shareholder in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreements (hereafter defined), and (iii) any and all liabilities of the Company arising prior incident to the foregoing (each a “Post-Closing DateLoss” and, collectively, “Post-Closing Losses”). Buyer’s total indemnification liability under this Section 14.4(c) shall be limited to $15,000,000. (c) Buyer hereby agrees If any third party shall notify any Party (the “Indemnified Party”) with respect to indemnify and hold the Shareholders harmless from and any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Section 14.4, then the Indemnified Party shall promptly (and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer in this Agreement, (ii) any breach in any material respect by Buyerevent within five business days after receiving notice of the Third Party Claim) notify each Indemnifying Party thereof in writing. Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party; provided, unless waived in writing by however, that the Shareholders, Indemnifying Party will not consent to the entry of any covenant judgment or agreement of Buyer contained in or arising out of this Agreement or (iii) enter into any claim by Card Service International settlement with respect to the personal guarantee by Bernx Xxxxxxx xx account #54334200579122 Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. Unless and until an Indemnifying Party assumes the defense of the Third Party Claim, however, the Indemnified Party may defend Back to Contents against the Third Party Claim in any manner he, she, or it reasonably may deem appropriate. In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to charges incurred after the Closing DateThird Party Claim without the prior written consent of each of the Indemnifying Parties (not to be withheld unreasonably). (d) Any party claiming a right In the event that any legal proceedings shall be instituted or that any claim or demand shall be asserted by Buyer in respect of which indemnification may be sought from Sellers pursuant to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice provisions of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section 5.0114.4, provided, however, that no failure to give such notice claim shall excuse any Indemnifying Party from any obligation hereunder except to constitute an administrative claim and shall be adjudicated by the extent the Indemnifying Party is materially prejudiced by such failure. The IndemnifiedBankruptcy Court.

Survival of Representations and Warranties Indemnification. (a) 8.1 Survival of Representations, Warranties and Covenants. The parties, intending to contractually shorten the applicable statute of limitations, hereby agree that the representations and warranties of the parties herein Company and the Founders contained shall survive the closing in Article II of the purchase contemplated by this Agreement, notwithstanding or in any investigation at any time made certificate or other instrument delivered by or on behalf the Company and the Founders pursuant to this Agreement (the “Certificates”), and of the other party, provided that any claims for indemnification Company Stockholders contained in accordance with Article III of this Section 5.01 with respect to any representation or warranty must be made Agreement shall expire twelve (and will be null and void unless made) on or before the date twenty-four (2412) months following the Closing Date (except the date of expiration of such twelve (12) month period, the “Survival Date”); provided, however, that, in the event of fraud or the willful breach of any representation or warranty of the Company, the Founders, the Company Stockholders contained in this Agreement or the Certificates, such representation or warranty shall survive without limitation; provided further, that (i) the representations and warranties of the Company and the Founders contained in Section 2.10 (Tax Matters) shall survive until sixty (60) days after the expiration of the statute time-bar under NZ Tax Law or applicable statutes of limitations, as applicable, (ii) the representations and warranties of the Company and the Founders contained in Section 2.13 (Intellectual Property) shall survive until second anniversary of the Closing Date, and (iii) the representations and warranties of the Company and the Founders contained in Section 2.1(a) (Organization of the Acquired Entities), Section 2.3 (Company Capital Structure), Section 2.4 (Authority and Enforceability), and Section 3.1 (Ownership of Company Shares) (such representations and warranties of the Company described in clauses (i), (ii) and (iii) above, the “Surviving Representations”) shall survive without limitation; provided further, that the covenants of the Company and the Founders shall survive without limitation. The representations and warranties of Parent and Buyer contained in this Agreement and in any certificate or other instrument delivered pursuant to this Agreement shall terminate at the Closing. In the event an Officer’s Certificate asserting a breach of a representation or warranty is delivered before the date on which such representation or warranty ceases to survive (in the case of the representations contained and warranties that survive until the Survival Date, which survival period is not being extended beyond the Survival Date by this parenthetical, such delivery may be made before 5:00 p.m., local time at Buyer’s corporate headquarters in Section 4.01(c)(vCalifornia, on the date that is fifteen (15) days after the Survival Date (the “Escrow Release Time”)), (g), (i) and (j), which must be made within six (6) months following then the claims arising in connection with such Officer’s Certificate shall survive for the benefit of all Parent Indemnified Parties beyond the expiration of the applicable statute of limitations)survival period for such representation or warranty. (b) The Shareholders, jointly and severally, hereby agree to indemnify and hold Buyer and its officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission of the representations and warranties made by the Primary Shareholder in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreements (hereafter defined), and (iii) any and all liabilities of the Company arising prior to the Closing Date. (c) Buyer hereby agrees to indemnify and hold the Shareholders harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer in this Agreement, (ii) any breach in any material respect by Buyer, unless waived in writing by the Shareholders, of any covenant or agreement of Buyer contained in or arising out of this Agreement or (iii) any claim by Card Service International with respect to the personal guarantee by Bernx Xxxxxxx xx account #54334200579122 with respect to charges incurred after the Closing Date. (d) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section 5.01, provided, however, that no failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnified

Survival of Representations and Warranties Indemnification. (a) The Notwithstanding any right of any party to the Agreement to fully investigate the affairs of any other party to the Agreement and notwithstanding any knowledge of facts determined or determinable by any party pursuant to such investigation or right of investigation, each party to the Agreement has the right to rely fully upon the representations and warranties of any other party to the parties herein Agreement contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Section 5.01 with respect to any representation or warranty must be made (and will be null and void unless made) on or before the date twenty-four (24) months following the Closing Date (except in the case of representations contained in Section 4.01(c)(v), (g), (i) and (j), which must be made within six (6) months following the expiration of the applicable statute of limitations). (b) The Shareholders, jointly and severally, hereby agree to indemnify and hold Buyer and its officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission of the representations and warranties made by the Primary Shareholder in this Agreement or in any Schedule or Exhibit or any closing certificate furnished or to be furnished by any such other party pursuant to this Agreement or in connection with the Merger. (b) All representations and warranties of the Company, the Shareholders and the Acquiror contained herein and in the Schedules and the Exhibits hereto or other documents and in any closing certificates delivered pursuant hereto shall survive the execution and delivery of this Agreement and the Closing; PROVIDED, HOWEVER, that, notwithstanding the foregoing, the representations and warranties set forth in Articles IV, V and VI of this Agreement, and in the Schedules and Exhibits hereto and in any closing certificate delivered in connection herewith, relating to matters that would be expected to be resolved by an audit conducted in accordance with generally accepted auditing standards shall survive the execution and delivery of this Agreement and the Escrow Agreement and the Closing until the date of issuance of the report of Acquiror's independent public accountants with respect to the first audit of financial statements containing combined operations of Acquiror and the Company (ii) any the "AUDIT DATE"), unless a notice of claim of a breach of such representation or warranty shall have been given prior to such date; and provided further that all other representations and warranties set forth in Articles IV, V and VI of this Agreement and in the Schedules and Exhibits hereto and in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement closing certificate delivered in connection herewith on shall survive the execution and delivery of this Agreement and the Escrow Agreement and the Closing Date, including without limitation, until the Employment Agreements (hereafter defined), and (iii) any and all liabilities first anniversary of the Company arising Effective Time, unless a notice of claim of a breach of such representation or warranty shall have been given prior to such date. Nothing in this Agreement or the Closing DateEscrow Agreement shall be deemed to limit any right or remedy of any party at law or in equity or for criminal activity or fraud. (c) Buyer With respect to claims arising in connection with actions or omissions of the Company or any of the officers, directors, agents, employees or shareholders of the Company which occurred prior to the Effective Time or claims arising in connection with the negotiation and consummation of the transactions contemplated by this Agreement, in each case only to the extent that such claim results in a breach of representation or warranty contained herein, each of the Shareholders hereby agrees to indemnify and hold that he will not make any claim for indemnification against the Shareholders harmless from and against Company by reason of the fact that he was a director, officer, employee, or agent of any and all claimsthe Company or was serving at the request of the Company as a partner, liabilitiestrustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, damages or injuries, together with costs and expenses, including reasonable legal feesor otherwise and whether such claim is pursuant to any statute, arising out of charter document, bylaw, agreement, or resulting from otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by Acquiror or Acquiror Sub against the Shareholder (i) any breachwhether such action, misrepresentation suit, proceeding, complaint, claim, or material omission in the representations and warranties made by the Buyer in demand is pursuant to this Agreement, (ii) any breach in any material respect by Buyerapplicable law, unless waived in writing by the Shareholders, of any covenant or agreement of Buyer contained in or arising out of this Agreement or (iii) any claim by Card Service International with respect to the personal guarantee by Bernx Xxxxxxx xx account #54334200579122 with respect to charges incurred after the Closing Dateotherwise). (d) Any party claiming a right The parties to indemnification hereunder (this Agreement agree to indemnify one another and to grant each other the "Indemnified Party") shall give respective rights with regard thereto as are set forth in the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends Escrow Agreement set forth as EXHIBIT 2.02 to base a claim for indemnification under this Section 5.01, provided, however, that no failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure. The IndemnifiedAgreement.

Survival of Representations and Warranties Indemnification. (a) The representations and warranties of the parties herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Section 5.01 with respect to any representation or warranty must be made (and will be null and void unless made) on or before until the date twenty-four that is eighteen (2418) months following the Closing Date (except in Date, provided that the case of representations contained in Section 4.01(c)(v), (g), (i) Seller’s Fundamental Representations and (j), which must be made within six (6) months following the Purchaser’s Fundamental Representations shall survive until the expiration of the applicable statute of limitations, and provided, further, that survival of the representations and warranties set forth in Section 3.15 shall be governed by Section 5.9(i). Except as provided in Section 5.9(i), the covenants and agreements contained in this Agreement shall survive the Effective Time until fully performed in accordance with their respective terms, provided that the covenants and agreements contained in this Agreement that by their terms apply or are to be performed entirely prior to the Effective Time shall only survive until the period specified in the immediately preceding sentence. Notwithstanding the preceding sentences, any breach of representation, warranty, covenant or agreement in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate if (and to the extent) prior to such time notice of the breach giving rise to such right of indemnity shall have been given in accordance with this Section 8.1 to the party against whom indemnity is sought, in which case such breach shall survive until final resolution of such claim (or, if earlier, the latest date permitted by applicable Law). (b) The ShareholdersEffective at and after the Closing and subject to the other provisions of this Section 8.1, jointly and severally, Seller hereby agree agrees to indemnify and hold Buyer Purchaser and its officersAffiliates (including the Company and its Subsidiaries) and their respective Representatives (collectively, directorsthe “Purchaser Indemnified Parties”) against and agrees to hold each of them harmless from, stockholdersand reimburse any Purchaser Indemnified Party for, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out Losses suffered by a Purchaser Indemnified Party as a result of or resulting from relating to: (i) any breach, misrepresentation breach or material omission inaccuracy of any Seller Fundamental Representation or the representations and warranties made by the Primary Shareholder certificate delivered at Closing in this Agreement respect thereof determined without giving effect to any limitations as to materiality or in any Exhibit hereto or other documents delivered in connection herewith, “Material Adverse Effect” set forth therein; (ii) any breach or inaccuracy of any representation and warranty made by Seller set forth in this Agreement or the certificate delivered at Closing in respect thereof (other than the Seller Fundamental Representations and the representations and warranties set forth in Section 3.15 (which matters are addressed in Section 5.9) without giving effect to any material respect limitations as to materiality or “Material Adverse Effect” set forth therein (other than in Section 3.6(g)); (iii) any breach, failure, nonfulfillment or default by Seller in the performance of or compliance with any of the covenants or agreements made or to be performed by Seller pursuant to this Agreement; (iv) any Company and/or Transaction Expenses that were not (A) paid in full at or prior to the ShareholdersClosing, (B) borne entirely by Seller or any of them, unless waived in writing by its Affiliates (other than the Buyer, of any covenant or agreement contained in or arising out of this AgreementCompany and its Subsidiaries), or (C) deducted from the Purchase Price paid pursuant to Section 2.2(c)(i); (v) (x) the Seller Benefit Plans and any (y) liabilities with respect to current or former employees of Seller (other than the Current Employees and former employees whose final service within Seller’s controlled group (as defined in Sections 414(b) and (c) of the Code) was with the Company or any of its Subsidiaries); and (vi) any Carve-Out Entity, the Carve-Out Employees, the Other U.S. Employees and the Carve-Out Transactions. Notwithstanding any other agreement delivered in connection herewith on provision to the Closing Datecontrary, Seller shall not be required to indemnify or hold harmless any Purchaser Indemnified Party against, or reimburse any Purchaser Indemnified Party for, any Losses pursuant to Section 8.1(b)(ii) (A) with respect to any claim (or series of claims arising from similar or related underlying facts, events or circumstances, including without limitationas more specifically described in Section 8.1(b) of the Seller’s Disclosure Schedule) unless such claim (or series of claims arising from similar or related underlying facts, events or circumstances, including as more specifically described in Section 8.1(b) of the Employment Agreements Seller’s Disclosure Schedule) involves Losses in excess of $200,000 (hereafter definednor shall any such claim (or series of claims arising from similar or related underlying facts, events or circumstances, including as more specifically described in Section 8.1(b) of the Seller’s Disclosure Schedule) that does not meet such $200,000 threshold be applied to or considered for purposes of calculating the aggregate amount of the Purchaser Indemnified Parties’ Losses for which Seller has responsibility under Section 8.1(b)(ii)), in which event all such Losses for such claim (or series of claims) shall be considered for purposes of calculating the aggregate amount of the Purchaser Indemnified Parties’ Losses for which Seller has responsibility under Section 8.1(b)(ii), and (iiiB) any and all liabilities until the aggregate amount of the Company arising prior Purchaser Indemnified Parties’ Losses exceeds $100,000,000 (such amount, the “Basket”), after which Seller shall be obligated for all such Losses of the Purchaser Indemnified Parties in excess of the amount of the Basket. Notwithstanding any other provision to the contrary, the cumulative aggregate indemnification obligation of Seller under Section 8.1(b)(ii) shall not exceed $1,200,000,000 (the “Cap”), and the cumulative aggregate indemnification obligation of Seller under Sections 8.1(b)(i)–(ii) shall not exceed the Closing DatePurchase Price (as adjusted hereunder), other than in respect of Losses arising as a result of fraud. (c) Buyer Effective at and after the Closing and subject to the other provisions of this Section 8.1, Purchaser hereby indemnifies Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnified Parties”) against and agrees to indemnify hold each of them harmless from, and hold the Shareholders harmless from and against reimburse any Seller Indemnified Party for, any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out Losses suffered by a Seller Indemnified Party as a result of or resulting from relating to: (i) any breach, misrepresentation breach or material omission inaccuracy of any Purchaser Fundamental Representation or the certificate delivered at Closing in the representations and warranties made by the Buyer in this Agreement, respect thereof determined without giving effect to any limitations as to materiality or “Purchaser Material Adverse Effect” set forth therein; (ii) any breach in any material respect by Buyer, unless waived in writing by the Shareholders, or inaccuracy of any covenant or agreement of Buyer contained representation and warranty made by Purchaser set forth in or arising out of this Agreement or the certificate delivered at Closing in respect thereof (other than the Purchaser Fundamental Representations) determined without giving effect to any limitations as to materiality or “Purchaser Material Adverse Effect” set forth therein; or (iii) any claim breach, failure, nonfulfillment or default by Card Service International Purchaser in the performance of or compliance with any of the covenants or agreements made or to be performed by Purchaser pursuant to this Agreement. Notwithstanding any other provision to the contrary, Purchaser shall not be required to indemnify or hold harmless any Seller Indemnified Party against, or reimburse any Seller Indemnified Party for, any Losses pursuant to Section 8.1(c)(ii) (A) with respect to any claim (or series of related claims arising from similar or related underlying facts, events or circumstances) unless such claim (or series of related claims arising from similar or related underlying facts, events or circumstances) involves Losses in excess of $200,000 (nor, subject to the personal guarantee by Bernx Xxxxxxx xx account #54334200579122 with respect foregoing, shall any such item that does not meet such $200,000 threshold be applied to charges incurred or considered for purposes of calculating the aggregate amount of the Seller Indemnified Parties’ Losses for which Purchaser has responsibility under Section 8.1(c)(ii)), in which event all such Losses for such claim (or series of claims) shall be considered for purposes of calculating the aggregate amount of the Seller Indemnified Parties’ Losses for which Purchaser has responsibility under Section 8.1(c)(ii), and (B) until the aggregate amount of the Seller Indemnified Parties’ Losses exceeds the Basket, after which Purchaser shall be obligated for all such Losses of the Seller Indemnified Parties in excess of the amount of the Basket. Notwithstanding any other provision to the contrary, the cumulative aggregate indemnification obligation of Purchaser under Section 8.1(c)(ii) shall not exceed the Cap, and the cumulative aggregate indemnification obligation of Purchaser under Section 8.1(c)(i)-(ii) shall not exceed the Closing DatePurchase Price (as adjusted hereunder), other than in respect of Losses arising as a result of fraud. (d) Any party claiming If an Indemnified Purchaser Party or an Indemnified Seller Party (each, an “Indemnified Party”) believes that a claim, demand or other circumstance exists that has given or may reasonably be expected to give rise to a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section 5.018.1, such Indemnified Party shall assert its claim for indemnification by giving written notice thereof (a “Claim Notice”) to the Seller (if indemnification is sought from the Seller) or Purchaser (if indemnification is sought from Purchaser) (in either such case, the “Indemnifying Party”) (i) if the event or occurrence giving rise to such claim for indemnification is, or relates to, a claim, suit, action or proceeding brought by a Person not a party to this Agreement or affiliated with any such party (a “Third Party”), promptly following receipt of notice of such claim, suit, action or proceeding by such Indemnified Party, or (ii) if the event or occurrence giving rise to such claim for indemnification is not, or does not relate to, a claim, suit, action or proceeding brought by a Third Party, promptly after the discovery by the Indemnified Party of the circumstances giving rise to such claim for indemnity; provided, however, that no any failure to give or delay in providing such notice shall excuse any not release the Indemnifying Party from any obligation hereunder of its obligations under this Section 8.1 except to the extent the Indemnifying Party is materially prejudiced by such failurefailure or delay. The IndemnifiedEach Claim Notice shall describe the claim in reasonable detail including (i) the legal and factual basis of the claim, (ii) an estimate of the amount of Losses which are, or are to be, the subject of the claim and (iii) such other information as is reasonably necessary to enable the Indemnifying Party to assess the merits of the claim (in each case in (i)-(iii), to the extent then known or reasonably ascertainable).

Survival of Representations and Warranties Indemnification. l0.1 Survival of Representations, Warranties and Agreements. (a) The representations and representations, warranties of the parties or agreements contained herein contained shall survive beyond the closing Effective Time for a period of two years after the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of Effective Time (the other party, provided that any claims for indemnification in accordance with this Section 5.01 with respect to any representation or warranty must be made (and will be null and void unless made) on or before the date twenty-four (24) months following the Closing Date (except in the case of representations contained in Section 4.01(c)(v), (g), (i) and (j), which must be made within six (6) months following the expiration of the applicable statute of limitations"Termination Date"). (b) The ShareholdersSurviving Corporation, jointly Urohealth, Urohealth Sub and severally, hereby agree to indemnify and hold Buyer and its each of their officers, directors, stockholdersemployees, affiliates, employeesagents, representatives and other agents affiliates (collectively, the "Indemnitees") and individually each an "Indemnitee") will be entitled to be indemnified and held harmless from against and against in respect of any and all claims, liabilitiesdamages, losses, damages or injuriescosts, together with costs and expenses, including liabilities (absolute, accrued, contingent or otherwise), and reasonable legal feesfees and expenses (collectively, "Losses") incurred or suffered by any Indemnitee, directly or indirectly caused by or arising out of or resulting from related to any untruth, inaccuracy, error in, or breach of, any representation or warranty of X-Cardia contained in this Agreement, when made or deemed to be made (ic) any breach, misrepresentation or material omission Each of the representations X-Cardia Shareholders, acting through the Representative, (as defined below), will be entitled to be indemnified and warranties made held harmless against and in respect of any Losses incurred or suffered by the Primary Shareholder in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the X-Cardia Shareholders, directly or any of them, unless waived in writing indirectly caused by the Buyer, of any covenant or agreement contained in or arising out of this Agreementor related to any untruth, inaccuracy, error in, or breach of any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreements (hereafter defined), and (iii) any and all liabilities representation or warranty of the Company arising prior to the Closing Date. (c) Buyer hereby agrees to indemnify and hold the Shareholders harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer Urohealth contained in this Agreement, (ii) any breach in any material respect by Buyer, unless waived in writing by the Shareholders, of any covenant when made or agreement of Buyer contained in or arising out of this Agreement or (iii) any claim by Card Service International with respect deemed to the personal guarantee by Bernx Xxxxxxx xx account #54334200579122 with respect to charges incurred after the Closing Datebe made. (d) Any party claiming a right In no event shall the indemnification obligations Pursuant to indemnification hereunder Section 10.1 (b) above exceed in the "Indemnified Party") shall give aggregate the other party from whom indemnification is sought (consideration received by the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends X-Cardia Shareholders pursuant to base a claim for indemnification under this Section 5.01Article III hereof, provided, howeverfurther, that no failure all claims for indemnification pursuant to give Section 10.1(b) (except claims for fraud) shall be made exclusively against amounts of Merger Consideration not yet received by the X-Cardia Shareholders. Such obligations shall be several, and not joint, in proportion with each X-Cardia Shareholder's ownership of X-Cardia Shares at the Effective Time. In satisfaction of the indemnification obligations of any X-Cardia Shareholder pursuant to Section 10.1(b), Urohealth shall offset amounts otherwise due such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially prejudiced by X-Cardia Shareholder as Earn-Out Consideration or Milestone Payments against such failureindemnification obligations. The IndemnifiedAny amounts of Earn-Out Consideration or