Common use of General Indemnification Clause in Contracts

General Indemnification. (a) TMS shall indemnify, hold harmless and defend the Buyer and Parent, and their respective, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Buyer's Indemnified Parties") from and against any and all Damages suffered by the Buyer's Indemnified Parties (i) arising out of a breach or inaccuracy of or failure to comply with any representation, warranty or covenant made by TMS in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) arising out of or resulting from or based upon any Liabilities other than the Assumed Liabilities, (iii) arising out of or resulting from TMS' and its representatives' use of the Purchased Assets after the Closing Date, or (iv) arising out of or resulting from or based upon the Retained Assets. (b) The Buyer and the Parent, jointly and severally, covenant and agree to indemnify, hold harmless and defend TMS, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Seller's Indemnified Parties") from and against any and all Damages suffered by the Seller's Indemnified Parties (i) arising out of a breach or inaccuracy of or failure to comply with any representation, warranty or covenant made by the Buyer or the Parent in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) by reason of any failure of the Buyer or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related to the Purchased Assets on or after the Closing Balance Sheet Date.

General Indemnification. (a) TMS Subject to the other provisions of this Article 6, from and after the Closing, the Company shall indemnify, defend and hold harmless and defend the Buyer and Parentits Affiliates, Representatives, equity holders, members, managers and partners and their respective, its officers, managers, employees, shareholders, assigns, respective successors and affiliates assigns (collectivelyeach, the "Buyer's Indemnified Parties"a “Buyer Indemnitee”) harmless from and against any and all Damages Liabilities, claims of any kind, interest or expenses (including reasonable attorneys’ fees and expenses) (each, a “Loss”) suffered by the Buyer's Indemnified Parties or paid, directly or indirectly, as a result of, in connection with, or arising out of: (i) arising out any breach of a breach any representation or inaccuracy warranty of the Company contained in Article 3 (other than any Fundamental Representations and Warranties and any Statute of Limitations Representations and Warranties contained in Article 3) or failure in any certificate delivered by the Company to comply with any representation, warranty or covenant made by TMS in Buyer pursuant to this Agreement which survives the Closing Date as specified in Section 10.11 hereof, Agreement; (ii) arising out any breach of any Fundamental Representations and Warranties or resulting from or based upon any Liabilities other than the Assumed Liabilities, Statute of Limitations Representations and Warranties contained in Article 3; (iii) arising out without limiting Section 6.2(b)(i) or Section 6.2(b)(ii), any Excluded Liabilities; and (iv) any breach by Company of its respective covenants or resulting from TMS' and its representatives' use of the Purchased Assets after agreements contained herein that are to be performed on or following the Closing Date, or (iv) arising out of or resulting from or based upon the Retained Assets. (b) The Subject to the other provisions of this Article 6, from and after the Closing, the Buyer and the Parent, jointly and severally, covenant and agree to shall indemnify, defend and hold harmless Company and defend TMS, its officers, managers, employees, shareholders, assigns, respective Affiliates and Representatives and their respective successors and affiliates assigns (collectivelyeach, the "Seller's Indemnified Parties"a “Company Indemnitee”) harmless from and against any and all Damages Loss suffered by the Seller's Indemnified Parties or paid, directly or indirectly, as a result of, in connection with, or arising out of: (i) arising out any breach of a breach any representation or inaccuracy of warranty made by Buyer contained in Article 4 or failure to comply with in any representation, warranty or covenant made certificate delivered by the Buyer or the Parent in pursuant to this Agreement which survives the Closing Date as specified in Section 10.11 hereof, Agreement; (ii) any breach by reason Buyer of any failure of the Buyer its respective covenants or the Parent agreements contained herein that are to pay, honor, perform or otherwise discharge the Assumed Liabilities be performed on and after following the Closing Date, or ; and (iii) without limiting Section 6.2(a)(i) or Section 6.2(a)(ii), any Liabilities arising out of or resulting from following the Buyer or Closing to the Parent's use of or operation of the Business extent related to the Purchased Assets on operation or after conduct of Business (including the ownership of its properties and other assets) following the Closing Balance Sheet Date.

General Indemnification. The indemnification required under any subsection of this Section 6.3 is in addition to the indemnification required under any other subsection of this Section 6.3 and to any rights to indemnification elsewhere provided for in this Agreement. (aA) TMS shall Seller hereby agrees to indemnify, defend and hold Purchaser and its Affiliates (and their respective officers, directors, employees, agents and representatives) harmless from and defend the Buyer against and Parentin respect of, and shall on demand pay or reimburse Purchaser and its Affiliates (and their respectiverespective officers, directors, employees, agents and representatives) for any and all Damages, whether or not involving a Third Party Claim: (1) based upon or arising out of the breach of any representation or warranty or the non-performance, partial or total, of any covenant or agreement of Seller contained in this Agreement; (2) based upon or arising out of the items of litigation (and the facts underlying such litigation) which are identified on Schedule 3.5(B); and (3) based upon or arising with respect to the compensation and employee benefits due, prior to the Closing Date, to any employee of the Seller who provided services to the Company, including, without limitation, any amounts for salary, wages and incentive compensation, and any liabilities arising directly or indirectly from any employee benefit plan (as defined in Section 3(3) of ERISA) maintained, or contributed to, by the Seller. (B) Purchaser hereby agrees to indemnify, defend and hold Seller and its Affiliates (and its officers, managersdirectors, employees, shareholders, assigns, successors agents and affiliates (collectively, the "Buyer's Indemnified Parties"representatives of each) harmless from and against and in respect of, and shall on demand pay or reimburse Seller and its Affiliates (and its officers, directors, employees, agents and other representatives) for any and all Damages suffered by the Buyer's Indemnified Parties (i) whether or not involving a Third Party Claim, based upon or arising out of a the breach of any representation or inaccuracy of or failure to comply with any representation, warranty or the non-performance, partial or total, of any covenant made by TMS or agreement of Purchaser contained in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) arising out of or resulting from or based upon any Liabilities other than the Assumed Liabilities, (iii) arising out of or resulting from TMS' and its representatives' use of the Purchased Assets after the Closing Date, or (iv) arising out of or resulting from or based upon the Retained AssetsAgreement. (b) The Buyer and the Parent, jointly and severally, covenant and agree to indemnify, hold harmless and defend TMS, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Seller's Indemnified Parties") from and against any and all Damages suffered by the Seller's Indemnified Parties (i) arising out of a breach or inaccuracy of or failure to comply with any representation, warranty or covenant made by the Buyer or the Parent in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) by reason of any failure of the Buyer or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related to the Purchased Assets on or after the Closing Balance Sheet Date.

General Indemnification. (a) TMS Subject to the other provisions of this Article VII, the Selling Parties shall jointly and severally indemnify, defend and hold harmless and defend each of Purchaser, the Buyer and Parent, Company and their respective, its respective officers, managersdirectors, employees, shareholdersAffiliates and agents (each a “Purchaser Indemnitee”) harmless from any damages, assignslosses, successors liabilities, diminution in value, obligations, actions, proceedings, claims of any kind, interest, costs or expenses (including reasonable attorneys’ fees and affiliates accounting fees and related disbursements to experts, appraisers, consultants, witnesses, investigators and any other agents or representatives in the investigation or defense of a claim or in asserting, preserving, or enforcing an Indemnified Party’s rights hereunder) (collectivelyeach, a “Loss”) to the "Buyer's Indemnified Parties"extent suffered or paid, directly or indirectly, as a result of: (i) from any breach of any representation or warranty made by the Company, ▇▇▇▇▇ ▇▇, any Stockholder or any LLC Member (A) contained in this Agreement or (B) in any certificate delivered by the Company or any Selling Party to Purchaser at Closing; (ii) any breach of any covenant or agreement of the Company, ▇▇▇▇▇ ▇▇ or any Selling Party contained in this Agreement requiring performance at or prior to Closing; (iii) any Indebtedness not taken into account in determining the Purchase Price; (iv) [*****]; (v) Any of the transactions between the Company or ▇▇▇▇▇ ▇▇ on the one hand, and against any of the Selling Parties or any of their respective Affiliates, on the other hand, that are identified on Section 7.02(a)(v) of the Company Disclosure Schedule, but only so long as Purchaser demands indemnification therefor on or prior to the [*****]; provided further that notwithstanding anything to the contrary in this Agreement, any claim for indemnification by reason of such transactions identified on Section 7.02(a)(v) of the Company Disclosure Schedule may only be brought pursuant to and subject to the limitations set forth in this Section 7.02(a)(v); (vi) (A) Taxes (or the non-payment thereof) of any Company Entity for all Pre-Closing Tax Periods, (B) Taxes of any member of an affiliated, consolidated, combined or unitary group of which any Company Entity (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations §1.1502-6 or any analogous or similar state, local or non-U.S. Applicable Law, and (C) any and all Damages suffered Taxes of a Person (other than a Company Entity) imposed on the Purchaser or a Company Entity as a transferee or successor, by contract or pursuant to any Applicable Law, which Taxes arose in a Pre-Closing Tax Period or relate to an event or transaction occurring before the Closing; (vii) any liability or claim under any Environmental Laws relating to any event, action or failure to act which occurred prior to the Closing Date (whether or not such Loss arises from or relates to a breach of any representation or warranty of the Company, ▇▇▇▇▇ ▇▇, any Stockholder or any LLC Member in this Agreement); (viii) any liability or claim arising from or relating to the Employment Entity, the prior employment of any of the Company’s employees by the Buyer's Indemnified Parties Employment Entity, or any transaction or liability involving the Employment Entity or to which it is or was a party; or (ix) any liability or claim arising from or relating to the automobile leases for the automobiles leased by the Company and used by ▇▇. ▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇. (b) Subject to the other provisions of this Article VII, each of Purchaser and the Company agrees to indemnify, defend and hold the Stockholders, the LLC Members and their respective Affiliates, officers, directors, employees and agents (each, a “Company Indemnitee”) harmless from any Loss suffered or paid, directly or indirectly as a result of, in connection with, or arising out of (i) arising out any breach of a breach any representation or inaccuracy of or failure to comply with any representation, warranty or covenant made by TMS Purchaser (A) contained in this Agreement which survives or (B) in any certificate delivered to the Closing Date as specified in Section 10.11 hereofRepresentative pursuant to this Agreement, (ii) arising out any breach by Purchaser of any of the covenants or resulting from or based upon any Liabilities other than the Assumed Liabilitiesagreements contained herein, (iii) arising out any breach by the Company or ▇▇▇▇▇ ▇▇ of any of its covenants or resulting from TMS' and its representatives' use of agreements contained herein which are to be performed by the Purchased Assets Company or ▇▇▇▇▇ ▇▇ after the Closing Date, or (iv) arising out Taxes (or the non-payment thereof) of any Company Entity for all tax periods following the Closing; and (v) any liability or resulting from or based upon claim under any Environmental Laws relating to any Release which occurred following the Retained AssetsClosing Date. (bc) The Buyer obligations to indemnify and the Parent, jointly and severally, covenant and agree to indemnify, hold harmless and defend TMSpursuant this Section 7.02 shall survive the consummation of the transactions contemplated hereby for the applicable period set forth in Section 7.01, its officersexcept for any claim for indemnification asserted in writing, managersstating in reasonable detail the basis of such claim prior to the end of such applicable period (which claims shall survive until the final resolution thereof). (d) For all Tax purposes, employeesto the extent permitted under Applicable Law, shareholders, assigns, successors and affiliates (collectivelyeach of the Stockholders, the "Seller's Indemnified Parties"LLC Members, Purchaser and their respective Affiliates agrees to treat any indemnity payment under this Agreement as an adjustment to the Purchase Price, unless a final determination (as defined in Section 1313 of the Code) provides otherwise. (e) For purposes of determining the amount of any Loss arising from and against any and all Damages suffered by the Seller's Indemnified Parties (i) arising out of a breach or inaccuracy of in any representation or failure warranty, all references to comply with any representationthe terms “material”, warranty or covenant made by the Buyer or the Parent in this Agreement which survives the Closing Date as specified in Section 10.11 hereof“materially”, (ii) by reason of any failure of the Buyer or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on “materiality” and after the Closing Date“Material Adverse Effect”, or any similar terms, shall be ignored. (iiif) arising out For purposes of or resulting from this Agreement, “Specified Representations” means the Buyer or the Parent's use of or operation of the Business related to the Purchased Assets on or after the Closing Balance Sheet Date.representations and warranties set forth in [*****]

General Indemnification. (a) TMS Subject to the other provisions of this Article 8, from and after the Closing, Parent and the Companies, jointly and severally, shall indemnify, defend and hold harmless and defend the Buyer and Parentits Affiliates (including Marcus) and each of such Person’s respective successors, and their respectiveassigns, its officers, managersdirectors, employees, shareholdersmembers, assignspartners, successors equity holders, representatives, fiduciaries, managers and affiliates agents (collectively, the "Buyer's Indemnified Parties"each a “Buyer Indemnitee”) from and against any and all Damages Losses suffered by the Buyer's Indemnified Parties or incurred as a result of or arising from or relating to (i) arising out any breach of, or inaccuracy in, any representation or warranty made by any Company or Parent in Article 3 or in any certificate or Interim Liquor Agreement delivered by any Company or Parent pursuant to this Agreement (ignoring, for purposes of a determining the existence of any such inaccuracy or breach or inaccuracy the amount of Losses with respect thereto, any “materiality,” “Material Adverse Effect” or failure to comply with any representation, warranty similar qualifier set forth in such representation or covenant made by TMS in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, warranty); (ii) arising out any breach by any Company or Parent of any of its covenants or resulting from or based upon any Liabilities other than the Assumed Liabilities, agreements contained herein; (iii) arising out of or resulting from TMS' any Excluded Liability; and its representatives' use of the Purchased Assets after the Closing Date, or (iv) arising out of or resulting from or based upon the Retained AssetsFraud. (b) The Subject to the other provisions of this Article 8, from and after the Closing, Buyer and the ParentMarcus, jointly and severally, covenant and agree to shall indemnify, defend and hold harmless Parent and defend TMS, its Affiliates (including the Companies) and each of such Person’s respective officers, managersdirectors, employees, shareholders, assigns, successors and affiliates agents (collectively, the "Seller's Indemnified Parties"each a “Parent Indemnitee”) harmless from and against any and all Damages Loss suffered by the Seller's Indemnified Parties or incurred as a result of or arising from or relating to (i) arising out any breach of a any representation or warranty made by Buyer or Marcus in Article 4 of this Agreement (ignoring, for purposes of determining the existence of any such inaccuracy or breach or inaccuracy the amount of claims with respect thereto, any “materiality,” or failure to comply with any representation, warranty similar qualifier set forth in such representation or covenant made by the Buyer or the Parent in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, warranty); (ii) any breach by reason Buyer or Marcus of any failure of the Buyer its covenants or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on agreements contained herein; and after the Closing Date, or (iii) arising out of or resulting from any Assumed Liability. (c) The obligations to indemnify and hold harmless pursuant to this Section 8.2 shall survive the Buyer or the Parent's use of or operation consummation of the Business related transactions contemplated hereby for the applicable period set forth in Section 8.1 and shall then expire, except that claims for indemnification with respect to which written notice to the Purchased Assets on or after applicable Responsible Party was provided by the Closing Balance Sheet Dateapplicable Indemnified Party prior to the end of such applicable period, shall survive until final resolution thereof.

General Indemnification. From and after the Closing Date, each party hereto (aeach of which is an “Indemnifying Party”) TMS shall indemnify, indemnify and hold harmless the other party and defend the Buyer and Parent, and their respective, its officers, managers, employees, shareholders, assigns, successors and affiliates Affiliates (collectively, the "Buyer's each of which is an “Indemnified Parties"Party”) from and against any and all Damages suffered by the Buyer's Indemnified Parties charges, complaints, claims, actions, causes of action, losses, damages, liabilities and expenses of any nature whatsoever, including amounts paid in settlement, reasonable attorneys' fees, costs of investigation, costs of investigative judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (icollectively, “Losses”) arising out of or relating to, asserted against, imposed upon or incurred by the Indemnified Party in connection with or as a result of any breach or inaccuracy of or failure to comply with any a representation, warranty or covenant made by TMS of the Indemnifying Party contained in this Agreement which survives or in any schedule, exhibit, certificate or affidavit or any other agreement, document or instrument delivered by the Indemnifying Party pursuant to this Agreement; provided, however, that: (i) the Operating Partnership shall not have any obligation under this Article to indemnify any Indemnified Party against any Losses to the extent that such Losses arise by virtue of (A) any diminution in value of the OP Units, (B) the Contributor's breach of this Agreement, gross negligence, wilful misconduct or fraud or (C) CyrusOne LLC's operation of its business or the ownership and operation of its assets outside of the ordinary course of business prior to the Closing Date as specified in Section 10.11 hereof, Date; and (ii) arising out the Contributor shall not have any obligation under this Article to indemnify any Indemnified Party against any Losses to the extent that such Losses arise by virtue of or resulting from or based upon (A) any Liabilities other than diminution in value of the Assumed LiabilitiesProperties, (iiiB) arising out the Operating Partnership's breach of this Agreement, gross negligence, wilful misconduct or resulting from TMS' fraud or (C) the Operating Partnership's operation of its business or the ownership and operation of its representatives' use assets outside of the Purchased Assets after ordinary course of business prior to the Closing Date, or (iv) arising out of or resulting from or based upon the Retained Assets. (b) The Buyer and the Parent, jointly and severally, covenant and agree to indemnify, hold harmless and defend TMS, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Seller's Indemnified Parties") from and against any and all Damages suffered by the Seller's Indemnified Parties (i) arising out of a breach or inaccuracy of or failure to comply with any representation, warranty or covenant made by the Buyer or the Parent in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) by reason of any failure of the Buyer or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related to the Purchased Assets on or after the Closing Balance Sheet Date.; and

General Indemnification. (a) TMS Lessee shall indemnify, hold harmless and defend the Buyer and Parentpay, and their respectiveshall indemnify and hold Lessor harmless on an after-tax basis from and against, its officersany and all liabilities, managerscauses of action, employeesclaims, shareholderssuits, assignspenalties, successors damages, losses, costs or expenses (including attorneys' fees), obligations, liabilities, demands and affiliates judgments, and Liens, of any nature whatsoever (collectively, the a "Buyer's Indemnified PartiesLiability") from and against any and all Damages suffered by the Buyer's Indemnified Parties (i) arising out of a breach or inaccuracy of or failure to comply with any representation, warranty or covenant made by TMS in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) arising out of or resulting from in any way related to: (a) this Lease or based upon any Liabilities other than written agreement entered into in connection with the Assumed Liabilitiestransactions contemplated hereby and thereby (including, without limitation, a Purchase Agreement, if any) or any amendment, waiver or modification of any of the foregoing or the enforcement of any of the terms hereof or any of the foregoing, (iiib) the manufacture, purchase, ownership, selection, acceptance, rejection, possession, lease, sublease, operation, use, maintenance, documenting, inspection, control, loss, damage, destruction, removal, storage, surrender, sale, use, condition, delivery, nondelivery, return or other disposition of or any other matter relating to any Item of Equipment or any part or portion thereof (including, in each case and without limitation, latent or other defects, whether or not discoverable, any claim for patent, trademark or copyright infringement and any and all Liabilities in any way relating to or arising out of injury to persons, properties or resulting from TMS' and its representatives' use of the Purchased Assets after the Closing Date, environment or (iv) arising out of or resulting from or based upon the Retained Assets. (b) The Buyer and the Parent, jointly and severally, covenant and agree to indemnify, hold harmless and defend TMS, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Seller's Indemnified Parties") from and against any and all Damages suffered by Liabilities based on strict liability in tort, negligence, breach of warranties or violations of any regulatory law or requirement, (c) a failure to comply fully with any Environmental Law with respect to the SellerEquipment or its operation or use, and (d) Lessee's Indemnified Parties failure to perform any covenant, or breach of any representation or warranty, hereunder; provided, that the foregoing indemnity shall not extend to the Liabilities to the extent resulting solely from the gross negligence or willful misconduct of Lessor. Lessee shall deliver promptly to Lessor (i) arising out copies of a breach any documents received from the United States Environmental Protection Agency or inaccuracy of any state, county or failure to comply with any representation, warranty municipal environmental or covenant made by the Buyer or the Parent in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, health agency and (ii) by reason copies of any failure documents submitted by Lessee or any of the Buyer or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related its subsidiaries to the Purchased Assets on United States Environmental Protection Agency or after any state, county or municipal environmental or health agency concerning the Closing Balance Sheet DateEquipment or its operation.

General Indemnification. (a) TMS Subject to Section 7.1 of this Agreement, the Company and the Principal, jointly and severally, shall indemnify, hold harmless indemnify and defend the Buyer and Parentits directors, and their respective, its officers, managersaffiliates, employees, shareholdersagents and representatives, assigns, successors and affiliates (collectively, the "Buyer's Indemnified Parties") shall hold each of them harmless from and against any and all Damages Losses that are incurred or suffered by the Buyer's Indemnified Parties any of them in connection with or resulting from: (i) arising out of a any misrepresentation or breach of, or inaccuracy in, any representation or warranty made by the Company in this Agreement, any Ancillary Agreement or any schedule or Disclosure Schedule furnished or to be furnished to Buyer in connection with or as contemplated by this Agreement; (ii) any breach of or failure to comply with any representation, warranty or covenant made by TMS the Company or the Principal in this Agreement, any Ancillary Agreement which survives the Closing Date or any schedule or Disclosure Schedule furnished or to be furnished to Buyer in connection with or as specified in Section 10.11 hereof, (ii) arising out of or resulting from or based upon any Liabilities other than the Assumed Liabilities, contemplated by this Agreement; and (iii) arising out of or resulting from TMS' and its representatives' use of the Purchased Assets after the Closing Date, or (iv) arising out of or resulting from or based upon the Retained Assetsany Excluded Liability. (b) The Subject to Section 7.1 of this Agreement, Buyer shall indemnify the Company and the ParentPrincipal and their directors, jointly and severally, covenant and agree to indemnify, hold harmless and defend TMS, its officers, managersaffiliates, employees, shareholdersagents and representatives, assigns, successors and affiliates (collectively, the "Seller's Indemnified Parties") shall hold each of them harmless from and against any and all Damages Losses that are incurred or suffered by the Seller's Indemnified Parties any of them in connection with or resulting from: (i) arising out any misrepresentation or breach of a any representation or warranty made by Buyer in this Agreement, any Ancillary Agreement or any schedule furnished or to be furnished to the Company in connection with or as contemplated by this Agreement; (ii) any breach or inaccuracy of or failure to comply with any representation, warranty or covenant made by the Buyer or the Parent in this Agreement, any Ancillary Agreement which survives or any schedule furnished or to be furnished to the Company in connection with or as contemplated by this Agreement; and (iii) the Assumed Liabilities and liabilities related to Buyer’s operation and ownership of the Acquired Assets arising after the Closing Date as specified in other than any Excluded Liability. (c) Notwithstanding the foregoing, (i) neither the Company nor the Principal shall be obligated to provide any such indemnification for Losses pursuant to claims under Section 10.11 7.2(a)(i) hereof, and (ii) by reason Buyer shall not be obligated to provide any such indemnification for Losses pursuant to claims under Section 7.2(b)(i) hereof, unless the aggregate amount that the Company, the Principal or Buyer, as applicable, are entitled to recover in respect of all such claims exceeds $500,000.00 (the “Threshold”), in which case the Indemnitor will be liable only for the amount of such Losses in excess of the Threshold; provided, however, that the Threshold shall not apply to Losses arising in respect of claims for misrepresentations and breach of warranties relating to the first two sentences in Sections 3.1 and 4.1 hereof (Organization), Sections 3.2 and 4.2 hereof (Authority), or Section 3.8(a) (Title), all of which may be asserted without limitation. The maximum aggregate obligation of (i) the Company and/or the Principal hereunder for Losses pursuant to claims under Section 7.2(a)(i) and (ii) hereof and (ii) Buyer hereunder for Losses pursuant to claims under Section 7.2(b)(i) and (ii) hereof, shall not exceed $25,000,000.00 (the “Maximum”); provided, however, that the Maximum shall not apply to Losses arising in respect of claims for breach of covenants relating to Section 5.3 (Non-Compete) or to Buyer’s obligation to pay the Aggregate Purchase Price, all of which may be asserted without limitation. No limitation or condition of liability provided in this Article VII shall apply to any claim based on fraud. (i) A party entitled to indemnification hereunder shall herein be referred to as an “Indemnitee.” A party obligated to indemnify an Indemnitee hereunder shall herein be referred to as an “Indemnitor.” As soon as is reasonable after an Indemnitee either (a) receives notice of any claim or the commencement of any action by any third party which such Indemnitee reasonably believes may give rise to a claim for indemnification from an Indemnitor hereunder (a “Third Party Claim”) or (b) sustains any Loss not involving a Third Party Claim or action which such Indemnitee reasonably believes may give rise to a claim for indemnification from an Indemnitor hereunder, such Indemnitee shall, if a claim in respect thereof is to be made against an Indemnitor under this Article VII, notify such Indemnitor in writing of such claim, action or Loss, as the case may be; provided, however, that, subject to Section 7.1, failure to notify Indemnitor shall not relieve Indemnitor of its indemnity obligation, except to the extent Indemnitor is actually prejudiced in its defense of the Buyer action by such failure. Any such notification must be in writing and must state in reasonable detail the nature and basis of the claim, action or Loss, to the extent known. Except as provided in this Section 7.2, Indemnitor shall have the right using counsel reasonably acceptable to the Indemnitee, to contest, defend or litigate any such Third Party Claim; provided that the Indemnitor shall have notified the Indemnitee in writing of its intention to do so within fifteen (15) days of the Indemnitee having given notice of the Third Party Claim to the Indemnitor and such writing contains a statement that the Indemnitor reasonably believes in good faith that the Indemnitor has an obligation to provide indemnification under this Article VII with respect to such Third Party Claim (it being understood that such statement shall not prejudice Indemnitor’s right to later dispute its liability with respect to such Third Party Claim nor shall such statement or the Parent fact that the Indemnitor assumed such defense of such Third Party Claim be admissible as evidence in any action between the Indemnitor and the Indemnitee); provided, further, that the Indemnitor’s right to paycontest, honordefend or litigate and right to continue to contest, perform defend and litigate, any such Third Party Claim, is subject to the continued satisfaction of the following conditions: (1) the Indemnitor shall diligently contest, defend or otherwise discharge litigate in good faith any such Third Party Claim; and (2) the Assumed Liabilities assumption by the Indemnitor of such Third Party Claim could not reasonably be expected to cause a material adverse effect on the Indemnitee’s business. The Indemnitee shall have the right to participate in, and after to be represented by counsel (at its own expense) in any such contest, defense or litigation conducted by the Closing DateIndemnitor. (ii) The Indemnitor, if it shall have assumed the defense of any Third Party Claim as provided in this Agreement, (a) shall diligently contest, defend or litigate in good faith such Third Party Claim and (b) if the Indemnitor no longer reasonably believes in good faith that the Indemnitor is obligated to indemnify Indemnitee under this Article VII with respect to such Third Party Claim, the Indemnitor shall provide prompt written notice thereof to Indemnitee, at which time Indemnitor shall not be entitled, and shall lose its right to contest, defend or litigate such Third Party Claim. The Indemnitor, if it shall have assumed the defense of any Third Party Claim as provided in this Agreement, shall not consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim without the prior written consent of the Indemnitee (which consent shall not be unreasonably withheld or delayed). The Indemnitor shall not, without the prior written consent of the Indemnitee, enter into any compromise or settlement which commits the Indemnitee to take, or to forbear to take, any action or which does not provide for a complete release by such third party of the Indemnitee. All expenses (including attorneys’ fees) incurred by the Indemnitor in connection with the foregoing shall be paid by the Indemnitor. No failure by an Indemnitor to acknowledge in writing its indemnification obligations under this Article VII shall relieve it of such obligations to the extent such obligations exist. (iii) arising out If an Indemnitee is entitled to indemnification against a Third Party Claim and the Indemnitor fails to assume the defense of or resulting from the Buyer such Third Party Claim pursuant to Section 7.2(d)(i), or the Parent's use Indemnitor loses its right to contest, defend or litigate a Third Party Claim pursuant to Section 7.2(d)(i) and (ii), then the Indemnitor shall not be entitled, and shall lose its right, to contest, defend, litigate and settle such Third Party Claim, and the Indemnitee shall have the right, without prejudice to its right of or operation of the Business related indemnification hereunder, in its discretion exercised in good faith, to the Purchased Assets on contest, defend and litigate such Third Party Claim, and may settle such Third Party Claim either before or after the Closing Balance Sheet Dateinitiation of litigation, at such time and upon such terms as the Indemnitee deems fair and reasonable, provided that at least ten (10) days prior to any such settlement, written notice of its intention to settle is given to the Indemnitor; provided, further, that if the Indemnitee seeks to contest, defend or litigate such Third Party Claim, it shall do so diligently and in good faith. The Indemnitor shall have the right to participate in (but not control), and to be represented by counsel (at its expense) in any such contest, defense or litigation conducted by the Indemnitee.

General Indemnification. (a) TMS shall Subject to Sections 10.02 and 10.03, from and after the Closing, W hereby agrees to indemnify, defend and hold harmless Parent and defend the Buyer its Affiliates (other than W and Parentits Affiliates), and each of their respectiverespective directors, its officers, managers, employees, shareholders, assigns, successors employees and affiliates agents (collectively, the "Buyer's Parent Indemnified Parties") from and against any and all Damages losses, expenses (including attorneys' fees and expenses), damages, liabilities, fines, penalties, judgments, actions, claims and costs (collectively, "Losses") incurred or suffered by the Buyer's Parent Indemnified Parties arising out of, based upon or resulting from (i) arising out any breach of a breach any representation or inaccuracy warranty contained in or referred to in Article 4 or 6 or in any schedule or exhibit or in the certificate delivered by or on behalf of W and the Company pursuant to Section 9.02(a), in each case, without regard for any exception for materiality, material adverse effect or failure Material Adverse Effect contained therein (except that any exception for materiality, material adverse effect or Material Adverse Effect contained in the representations and warranties set forth in Sections 4.08(a), 4.09(d), 4.12(b)(iii), 4.16(p), 4.17(b), 4.22 and 4.23 and the certificate delivered pursuant to comply with any representationSection 9.02(a)(iii) shall not be disregarded for purposes of this Section 10.01(a)(i)), warranty or covenant made by TMS in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, and (ii) arising out any breach by W or the Company of, or any failure of W or resulting from or based upon the Company to perform, any Liabilities other than the Assumed Liabilities, (iii) arising out of or resulting from TMS' and its representatives' use of the Purchased Assets after the Closing Datecovenants, agreements or (iv) arising out of obligations contained in or resulting from or based upon the Retained Assetsmade pursuant to this Agreement. (b) The Buyer Subject to Sections 10.02 and 10.03, from and after the ParentClosing, jointly and severally, covenant and agree Parent hereby agrees to indemnify, defend and hold harmless each WCAS Securityholder and defend TMSits Affiliates, its and each of their respective directors, officers, managerspartners, employees, shareholders, assigns, successors employees and affiliates agents (collectively, the "Seller's W Indemnified Parties") from and against any and all Damages Losses incurred or suffered by the Seller's W Indemnified Parties arising out of, based upon or resulting from (i) arising out any breach of a breach any representation or inaccuracy warranty contained in or referred to in Article 5 or in any schedule or exhibit or in any certificate delivered by or on behalf of Parent pursuant to Section 9.03(c) or failure 8.21(c), in each case, without regard for any exception for materiality, material adverse effect or Parent Material Adverse Effect contained therein (except that any exception for materiality, material adverse effect or Parent Material Adverse Effect contained in the representations and warranties set forth in Sections 5.09(a), 5.10(d), 5.13(b)(iii), 5.18(b) and 5.20 and the certificates delivered pursuant to comply with any representationSection 9.03(c) and 9.04(a)(iii) shall not be disregarded for purposes of this Section 10.01(b)(i)), warranty or covenant made by the Buyer or the Parent in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, and (ii) any breach by reason of Parent or Merger Co. of, or any failure of Parent or Merger Co. to perform, any of the Buyer covenants, agreements or obligations contained in or made pursuant to this Agreement. (c) In the event that a Person entitled to indemnification under this Article 10 (the "Indemnified Party") shall incur or suffer any Losses in respect of which indemnification may be sought under this Article 10 against the Person required to provide indemnification under this Article 10 (the "Indemnifying Party"), the Indemnified Party shall assert a claim for indemnification by providing a written notice (the "Notice of Loss") to the Indemnifying Party stating the nature and basis of such Notice of Loss. The Notice of Loss shall be provided to the Indemnifying Party as soon as practicable after the Indemnified Party becomes aware that it has incurred or suffered a Loss. Notwithstanding the foregoing, any failure to provide the Indemnifying Party with a Notice of Loss, or any failure to provide a Notice of Loss in a timely manner as aforesaid, shall not relieve the Indemnifying Party from any liability that it may have to the Indemnified Party under this Section 10.01 except to the extent that the Indemnifying Party's ability to defend such claim is materially prejudiced by the Indemnified Party's failure to give such Notice of Loss. If the Notice of Loss relates to a Third Party Claim, then the procedures set forth in Section 10.01(d) shall be applicable. If the Notice of Loss does not relate to a Third Party Claim, then the Indemnifying Party shall have 30 days from the date of receipt of such Notice of Loss to object to any of the subject matter and any of the amounts of the Losses set forth in the Notice of Loss, as the case may be, by delivering written notice of objection thereof to the Indemnified Party. If the Indemnifying Party fails to send a notice of objection to the Notice of Loss within such 30 day period, then the Indemnifying Party shall be deemed to have agreed to the Notice of Loss and shall be obligated to pay to the Indemnified Party the portion of the amount specified in the Notice of Loss to which the Indemnifying Party has not objected. If the Indemnifying Party sends a timely notice of objection, then the Indemnifying Party and the Indemnified Party shall use their commercially reasonable efforts to settle (without an obligation to settle) such claim for indemnification. If the Indemnifying Party and the Indemnified Party do not settle such dispute within 30 days after the Indemnified Party's receipt of the Indemnifying Party's notice of objection, then each of the Indemnifying Party and the Indemnified Party shall be entitled to seek enforcement of their respective rights under this Article 10. (d) Promptly after receipt by an Indemnified Party of notice of the assertion of any claim or the Parent commencement of any action, suit or proceeding by a third Person (a "Third Party Claim") in respect of which the Indemnified Party will seek indemnification hereunder, the Indemnified Party shall so notify in writing the Indemnifying Party, but any failure so to paynotify the Indemnifying Party shall not relieve it from any liability that it may have to the Indemnified Party under this Section 10.01 except to the extent that the Indemnifying Party's ability to defend the Third Party Claim is materially prejudiced by the Indemnified Party's failure to give such notice. In no event shall the Indemnified Party admit any liability with respect thereto or settle, honorcompromise, perform pay or discharge such Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. With respect to any such claim as to which the Indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, the Indemnifying Party shall have the right to assume the defense (at the Indemnifying Party's expense) of any such claim through counsel of the Indemnifying Party's own choosing by so notifying the Indemnified Party within 30 days of the receipt by the Indemnifying Party of such notice from the Indemnified Party; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party; provided, however, that the Indemnified Party shall have the right to employ counsel to represent it at the Indemnifying Party's expense if the Indemnified Party has been advised by its counsel that there are one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party or that there is otherwise a potential conflict between the interests of the Indemnified Party and the Indemnifying Party, and in that event the reasonable fees and expenses of such separate counsel shall be paid by the Indemnifying Party. The parties each agree to render to the other party such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such claim, which assistance shall include, to the extent reasonably requested by a party, the retention, and the provision to such party, of records and information reasonably relevant to such Third Party Claim, and making employees of the other party available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. The Indemnifying Party may not settle or otherwise discharge dispose of any Third Party Claim without the Assumed Liabilities on prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld unless such settlement includes only the payment of monetary damages (which are fully paid by the Indemnifying Party), does not impose any injunction or equitable relief upon the Indemnified Party, does not require any admission or acknowledgment of liability or fault of the Indemnified Party and contains an unconditional release of the Indemnified Party in respect of such claim. None of the Indemnified Party or any of its Affiliates may settle or otherwise dispose of any Third Party Claim for which the Indemnifying Party may have a liability under this Agreement without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. (e) With respect to any claim as to which the Indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, after written notice by the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of any such Third Party Claim, the Indemnifying Party shall not be liable to such Indemnified Party hereunder for any costs or fees subsequently incurred by such Indemnified Party in connection with the defense thereof except if the Indemnified Party has the right to employ counsel to represent it at the Indemnifying Party's expense as set forth in Section 10.01(d). If the Indemnifying Party does not assume control of the defense of such Third Party Claim within 30 days after the Closing Date, or (iii) arising out of or resulting from the Buyer or the ParentIndemnifying Party's use of or operation receipt of the Business related notice required pursuant to Section 10.01(d), then the Purchased Assets on or after Indemnified Party shall have the Closing Balance Sheet Dateright to defend such claim in such manner as it may deem appropriate at the reasonable cost and expense of the Indemnifying Party.

General Indemnification. (a) TMS Subject to the other provisions of this Article VI, from and after the Closing, Parent shall indemnify, defend and hold harmless Purchaser and defend its Affiliates (which after the Buyer Closing shall include each Acquired Company) and Parenteach of such Person’s respective officers, and their respective, its officersdirectors, managers, members, partners, equityholders, employees, shareholdersrepresentatives, assignsagents, successors and affiliates assigns (collectively, the "Buyer's Indemnified Parties"each a “Purchaser Indemnitee”) from and against against, and pay on behalf of and reimburse each Purchaser Indemnitee in respect of, any and all Damages suffered by the Buyer's Indemnified Parties Losses that such Purchaser Indemnitee may incur, suffer, sustain or become subject to arising out, resulting from or relating to: (i) arising out any breach of a breach or inaccuracy of in any representation or failure to comply with any representation, warranty or covenant made by TMS Parent in Article III; (ii) any non-fulfillment or breach of any covenant or agreement set forth in this Agreement which survives made by or to be performed by Parent; and (iii) any Indebtedness of the Closing Date as specified Acquired Companies (other than Indebtedness under clause (iv) of the definition of Indebtedness) that is not satisfied in Section 10.11 hereoffull at the Closing. (b) Subject to the other provisions of this Article VI, from and after the Closing, Purchaser shall indemnify, defend and hold harmless Parent and its Affiliates and each of such Person’s respective officers, directors, managers, members, partners, equityholders, employees, representatives, agents, successors and assigns (iieach a “Parent Indemnitee”) from and against, and pay on behalf of and reimburse each Parent Indemnitee in respect of, any and all Losses that such Parent Indemnitee may incur, suffer, sustain or become subject to arising out of or resulting from from: (i) any breach of or based upon inaccuracy in any Liabilities other than the Assumed Liabilities, representation or warranty made by Purchaser in Article IV; (ii) any non-fulfillment or breach of any covenant or agreement set forth in this Agreement made by or to be performed by Purchaser and (iii) arising out of or any Taxes resulting from TMS' and its representatives' use an actual or deemed election under Section 338 of the Purchased Assets after the Closing Date, or (iv) arising out of or resulting from or based upon the Retained Assets. (b) The Buyer and the Parent, jointly and severally, covenant and agree to indemnify, hold harmless and defend TMS, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Seller's Indemnified Parties") from and against any and all Damages suffered by the Seller's Indemnified Parties (i) arising out of a breach or inaccuracy of or failure to comply Code with any representation, warranty or covenant made by the Buyer or the Parent in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) by reason of any failure of the Buyer or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related respect to the Purchased Assets on or after the Closing Balance Sheet Datetransactions contemplated by this Agreement.

General Indemnification. The Corporation shall indemnify, defend and hold each Investor, its affiliates, and each of their respective officers, directors, partners, managing directors, affiliates, employees, agents, consultants, representatives, successors and assigns (each an "Investor Entity") harmless from and against all Losses (as defined below) incurred or suffered by an Investor Entity (whether incurred or suffered directly or indirectly through ownership of Series A Non-Voting Preferred Shares or Conversion Shares) arising out of, relating to, or resulting from (a) TMS any breach of any of the representations, warranties, covenants or agreements made by it in this Agreement or in any agreement, certificate or other instrument delivered pursuant hereto including, without limitation, the Documents, and (b) any third party claim made against an Investor Entity relating to any transaction by the Corporation financed in whole or in part, directly or indirectly, with proceeds from the sale of any of the Series A Non-Voting Preferred Shares or Common Shares hereunder. Each Investor, severally and not jointly, shall indemnify, defend and hold harmless and defend the Buyer and ParentCorporation, its affiliates, and each of their respective, its respective officers, managersdirectors, employees, shareholdersagents, assignsconsultants, representatives, successors and affiliates (collectivelyassigns harmless against all Losses arising from the breach of any of its representations, warranties, covenants or agreements in this Agreement or in any certificate or other instrument delivered pursuant hereto, including, without limitation, the Documents. Notwithstanding anything to the contrary in this Agreement, no indemnification payment by the Corporation pursuant to this Section 11 with respect to any Losses otherwise payable hereunder as a result of a breach of its representations and warranties (other than any Losses resulting from breaches of the representations and warranties in Section 2.7, as they relate to Taxes, Sections 2.26 and 2.27, to any covenants contained in this Agreement or any other Document and to willful misrepresentation, fraud or deceit, which shall not be subject to the Deductible or Limit) shall be payable (a) until the time as such Losses shall aggregate (on a cumulative basis and not on a per item basis) for all Investor Entities more than US$5,000,000 (the "Buyer's Indemnified PartiesDeductible"), and then only to the extent that such Losses, in the aggregate for all Investors, exceed the Deductible; or (b) with respect to the Investor Entities associated with each Investor, in an aggregate amount in excess of the Purchase Price of the shares issued to such Investor or its predecessors in interest as shown on Schedule 1.1 hereto (as increased by the amounts by which the Series A Non-Voting Liquidation Value, as defined in the Terms of the Series A Non-Voting Preferred Shares, Series A in the Articles of Amendment, would increase from the Closing Date to the date of determination) (the "Limit"). The Corporation shall also indemnify, defend and hold harmless each Investor Entity against any and all Damages suffered by the Buyer's Indemnified Parties Losses (ias defined in Section 11.2 and not subject to any Deductible or Limit) arising out under Title IV of a breach or inaccuracy ERISA, Section 302 of or failure to comply with ERISA and Sections 412 and 4971 of the Code which may be incurred by any representation, warranty or covenant made by TMS in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) of them arising out of or resulting from relating to any WFI Entity being or based upon having been an ERISA Affiliate with any Liabilities other Person (other than the Assumed Liabilitiesanother WFI Entity), (iii) arising whether such Losses arise out of or resulting from TMS' and its representatives' use relate to any event or state of the Purchased Assets after the Closing Datefacts occurring or existing before, or (iv) arising out of or resulting from or based upon the Retained Assets. (b) The Buyer and the Parent, jointly and severally, covenant and agree to indemnify, hold harmless and defend TMS, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Seller's Indemnified Parties") from and against any and all Damages suffered by the Seller's Indemnified Parties (i) arising out of a breach or inaccuracy of or failure to comply with any representation, warranty or covenant made by the Buyer or the Parent in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) by reason of any failure of the Buyer or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related to the Purchased Assets on or after the Closing Balance Sheet Date.

General Indemnification. The Genex Stockholder, on the one hand, or ▇▇▇▇▇▇▇▇, Parent and Merger Sub severally, on the other hand, shall indemnify (asubject to the limitations set forth in Section 7.2.3) TMS shall indemnify▇▇▇▇▇▇▇▇, hold harmless Parent and defend Merger Sub and their respective Representatives and Affiliates (the Buyer "▇▇▇▇▇▇▇▇ PARTIES") or the Genex Stockholder and Parenthis respective successors and assigns (the "GENEX PARTIES"), as the case may be, in respect of, and their respective, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Buyer's Indemnified Parties") hold each harmless from and against against, any and all Damages suffered Losses suffered, incurred or sustained by the Buyer's Indemnified Parties any of them or to which any of them becomes subject, resulting from, arising out of or relating to (i) arising out any breach of a breach representation or inaccuracy warranty on the part of such Party contained in this Agreement, (ii) any nonfulfillment of or failure to comply perform any covenant or agreement on the part of such Party contained in this Agreement and (iii) solely with respect to the Genex Stockholder, any amount (including fines and penalties) owed to any Governmental Entity, arising out of that certain audit and investigation of Genex by the Defense Contract Audit Agency ("DCAA") initiated by that certain letter from the DCAA to Genex dated April 4, 2004 and related actions including those set forth on Schedule 3.9, which is ongoing and known to all Parties hereto as of the date of this Agreement (the "DCAA AUDIT"). Any legal and accounting fees or other expenses incurred by Genex or Merger Sub in connection with its response to the DCAA Audit are expressly excluded from and shall not be a part of any Indemnification Claim. For the purpose of determining the presence of a breach and the magnitude of a Loss suffered, incurred or paid, each representation, warranty or and covenant made by TMS in this Agreement which survives the Closing Date contained herein shall read as specified in Section 10.11 hereof, (ii) arising out of or resulting from or based upon any Liabilities other than the Assumed Liabilities, (iii) arising out of or resulting from TMS' and its representatives' use of the Purchased Assets after the Closing Date, or (iv) arising out of or resulting from or based upon the Retained Assetsif all qualifications as to materiality have been deleted therefrom. (b) The Buyer and the Parent, jointly and severally, covenant and agree to indemnify, hold harmless and defend TMS, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Seller's Indemnified Parties") from and against any and all Damages suffered by the Seller's Indemnified Parties (i) arising out of a breach or inaccuracy of or failure to comply with any representation, warranty or covenant made by the Buyer or the Parent in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) by reason of any failure of the Buyer or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related to the Purchased Assets on or after the Closing Balance Sheet Date.

General Indemnification. (a) TMS shall indemnifySubject to the other provisions of this Article VII, hold harmless from and defend after the Buyer Closing, Purchaser and Parentits Affiliates and each of their respective officers, and their respectivedirectors, its officersequityholders, members, managers, employees, shareholderspartners, assignsrepresentatives, successors successors, permitted assigns and affiliates agents (collectivelyeach a “Purchaser Indemnitee”) shall be indemnified and held harmless from any damages, losses, liabilities, obligations, awards, judgments, payments, costs and claims of any kind, interest and expenses (including reasonable attorneys’ fees and expenses and excluding punitive damages, except to the "Buyer's Indemnified Parties"extent actually recovered by a third party in a Third Party Claim) from and against any and all Damages suffered by (“Losses”) to the Buyer's Indemnified Parties extent actually incurred as a result of, in connection with, or related to (i) arising out any breach of a breach any representation or inaccuracy of or failure to comply with any representation, warranty or covenant made by TMS the Company or Seller contained in this Agreement which survives Article III or Article IV (other than the Closing Date as specified Fundamental Representations and the representations and warranties set forth in Section 10.11 hereof3.15), (ii) arising out any breach by the Company or Seller of any Fundamental Representations or resulting from or based upon any Liabilities other than the Assumed Liabilitiesrepresentations and warranties set forth in Section 3.15, (iii) arising out any breach by Seller of any of its covenants or resulting from TMS' agreements contained herein which are to be performed by Seller and its representatives' use of the Purchased Assets after the Closing Date, or (iv) arising out of or resulting from or based upon the Retained AssetsIndemnified Taxes. (b) The Buyer Subject to the other provisions of this Article VII, from and after the ParentClosing, jointly Purchaser shall, and severallyshall cause the Company and its Subsidiary to, covenant and agree to indemnify, defend and hold harmless Seller and defend TMSits Affiliates and each of their respective officers, its officersdirectors, equityholders, members, managers, employees, shareholderspartners, assignsrepresentatives, successors successors, permitted assigns and affiliates agents (collectivelyeach, a “Seller Indemnitee”) harmless from any Losses to the "Seller's Indemnified Parties") from and against any and all Damages suffered by the Seller's Indemnified Parties extent actually incurred as a result of, in connection with, or related to (i) arising out any breach of a breach any representation or inaccuracy of or failure to comply with any representation, warranty or covenant made by the Buyer or the Parent Purchaser contained in this Agreement which survives the Closing Date as specified in Section 10.11 hereofArticle V, (ii) any breach by reason Purchaser of any failure of the Buyer its covenants or the Parent agreements contained herein which are to pay, honor, perform or otherwise discharge the Assumed Liabilities on be performed by Purchaser and after the Closing Date, or (iii) arising out any breach by the Company of any of its covenants or resulting from agreements contained herein which are to be performed by the Buyer Company. (c) If any Purchaser Indemnitee or Seller Indemnitee believes that it has sustained or incurred any Loss for which it may be entitled to indemnification, subject to the Parent's use limitations set forth in this Article VII, such Purchaser Indemnitee or Purchaser (on behalf of such Purchaser Indemnitee) or operation such Seller Indemnitee or Seller (on behalf of such Seller Indemnitee) will so notify Seller or Purchaser, as applicable, promptly by delivering to such party a Notice of Claim specifying the basis hereunder upon which such claim for indemnification is asserted and describing such Loss, the amount thereof, if known, or a good faith estimate of the Business related amount, and the method of computation of such Loss, all with reasonable particularity. After the giving of any Notice of Claim pursuant hereto, the amount of indemnification to which such Purchaser Indemnitee or Seller Indemnitee will be entitled under this Article VII will be determined by (i) a Final Determination or (ii) any other means to which Purchaser and Seller agree in writing. A failure by a Purchaser Indemnitee or Seller Indemnitee to give timely notice as provided in this Article VII will not affect the rights or obligations of any party hereunder except to the Purchased Assets on extent that, as a result of such failure, any party entitled to receive such notice was actually damaged or after the Closing Balance Sheet Dateprejudiced as a result of such failure to give timely notice vis-à-vis its rights and obligations hereunder or otherwise.

General Indemnification. (a) TMS shall The Contractor agrees to indemnify, defend and hold harmless and defend the Buyer and Parent, and their respectiveDistrict, its officersBoard of Education, managersin their official and individual capacities, administrators, employees, shareholdersagents, assignscontractors, successors and affiliates (collectivelyassignees, the "Buyer's Indemnified Parties") from and against any and all Damages suffered by the Buyer's Indemnified Parties (i) arising out of a breach or inaccuracy of or failure to comply with any representationclaims, warranty or covenant made by TMS in this Agreement which survives the Closing Date as specified in Section 10.11 hereofcounter-claims, (ii) suits, debts, demands, actions, judgments, liens, costs, expenses, damages, and liabilities, including actual reasonable attorney’s fees and actual reasonable expert witness fees arising out of or resulting in connection with the Contractor’s performance of this Contract and/or from the Contractor’s violation of any of the terms of the Contract, including, but not limited to: (i) negligent acts or based upon willful misconduct of the Contractor, its officers, directors, employees, successors, assignees, contractors and agents; (ii) any Liabilities other than material breach of the Assumed Liabilitiesterms of this Contract by Contractor, its officers, directors, employees, successors, assignees, contractors and agents; (iii) arising out any violation or breach of any applicable Federal, State or resulting from TMS' local law, rule, regulation or ordinance policy and/or licensing and its representatives' use of permitting requirements applicable to providing the Purchased Assets after the Closing Date, Products/Services; or (iv) arising out any breach of any representation or resulting from or based upon warranty by the Retained Assets. (b) The Buyer and the Parent, jointly and severally, covenant and agree to indemnify, hold harmless and defend TMSContractor, its officers, managersdirectors, employees, shareholderssuccessors, assignsassignees, successors contractors and affiliates (collectivelyagents under this Contract. The Contractor agrees to notify the District by certified mail, the "Seller's Indemnified Parties") from and against any and all Damages suffered by the Seller's Indemnified Parties (i) arising out of a breach or inaccuracy of or failure to comply with any representationreturn receipt requested, warranty or covenant made by the Buyer or the Parent in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) by reason immediately upon actual knowledge of any failure of the Buyer or the Parent to payclaim, honorsuit, perform or otherwise discharge the Assumed Liabilities on and after the Closing Dateaction, or (iii) arising out proceeding for which the District may be entitled to indemnification under this Contract. This Paragraph shall survive the expiration or earlier termination of or resulting from the Buyer or the Parent's use of or operation of the Business related to the Purchased Assets on or after the Closing Balance Sheet Date.this Contract. IN NO EVENT SHALL CONTRACTOR BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES. WITH THE EXCEPTION OF INDEMNITY OBLIGATIONS RELATED TO PRODUCT LIABILITY OR INTELLECTUAL PROPERTY, CONTRACTOR’S ENTIRE LIABILITY IS LIMITED TO THE AMOUNT CONTRACTOR HAS RECEIVED UNDER THIS AGREEMENT IN THE PRIOR 12 MONTHS

General Indemnification. (a) TMS shall Subject to the provisions of this Article VIII, Seller hereby agrees to indemnify, defend and hold harmless Buyer, the Companies (following the Closing) and defend the Buyer all of Buyer’s Affiliates and Parenteach of their respective directors, and their respective, its officers, managers, partners, employees, shareholdersagents, assignsequity holders, successors and affiliates assigns (each, a “Buyer Indemnified Party” and, collectively, the "Buyer's “Buyer Indemnified Parties") ”), from and against any and all Damages Losses incurred or suffered by any Buyer Indemnified Party arising out of, based upon or resulting from any of the Buyer's Indemnified Parties following: (i) arising out any breach of a breach any representation or inaccuracy of warranty contained in Article III or failure to comply with any representation, warranty or covenant made by TMS in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, Article IV; (ii) arising out any breach by Seller or the Companies of, or any failure of Seller or resulting from the Companies to perform, any of the covenants, agreements or based upon obligations contained in or made pursuant to this Agreement; and (iii) all Taxes (or the nonpayment thereof) of (A) either Company or Seller for all Pre-Closing Periods and Pre-Closing Partial Tax Periods and (B) any Liabilities and all Taxes of any Person (other than the Assumed LiabilitiesCompanies) imposed on any Company as a transferee or successor, (iii) arising out of by Contract or resulting from TMS' and its representatives' use of pursuant to any Law, which Taxes relate to an event or transaction occurring before the Purchased Assets after the Closing Date, or (iv) arising out of or resulting from or based upon the Retained AssetsClosing. (b) The Subject to the provisions of this Article VIII, Buyer and the Parent, jointly and severally, covenant and agree hereby agrees to indemnify, defend and hold harmless Seller and defend TMSall of Seller’s Affiliates, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Seller's Indemnified Parties") from and against any and all Damages Losses incurred or suffered by Seller arising out of, based upon or resulting from any of the Seller's Indemnified Parties following: (i) arising out of a any breach or inaccuracy violation of any of the representations or failure to comply with any representation, warranty or covenant made by warranties of the Buyer or the Parent contained in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, Agreement; and (ii) by reason any breach or violation of any failure of the covenants or agreements of Buyer or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related to the Purchased Assets on or after the Closing Balance Sheet Datecontained in this Agreement.

General Indemnification. (a) TMS shall indemnifyIf, hold harmless and defend the Buyer and Parent, and their respective, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Buyer's Indemnified Parties") from and against any and all Damages suffered by the Buyer's Indemnified Parties (i) arising out of a breach or inaccuracy of or failure to comply with any representation, warranty or covenant made by TMS in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) arising out of or resulting from or based upon any Liabilities other than the Assumed Liabilities, (iii) arising out of or resulting from TMS' and its representatives' use of the Purchased Assets after the Closing Date, C Media and/or its Affiliates and its and their respective officers, directors, employees, equityholders, operating partners, partners, managers, representatives, and/or agents and their heirs, successors and permitted assigns (each a “C Media Indemnitee” and together the “C Media Indemnitees”) suffer, without any duplication, any Losses as a result of, in connection with, or (iv) arising out of (i) any inaccuracy or resulting from breach of any representation or based upon warranty made by Kingtone contained in this Agreement or any certificate delivered hereto, (ii) any failure by Kingtone to perform any of Kingtone’s covenants or agreements contained herein, or (iii) the Retained AssetsExcluded Liabilities, then, subject to the other provisions of this Article10, Kingtone shall indemnify, defend and save and hold harmless the C Media Indemnitees for such Loss as and when suffered or paid, whether directly or indirectly. (b) The Buyer and After the ParentClosing, jointly and severally, covenant and agree C Media agrees to indemnify, defend and hold harmless Kingtone and/or its Affiliates and defend TMStheir respective officers, its officersdirectors, employees, equityholders, operating partners, partners, managers, employeesrepresentatives, shareholders, assignsand/or agents and their heirs, successors and affiliates permitted assigns (collectivelyeach a “Kingtone Indemnitee” and together the “Kingtone Indemnitees”) harmless from any Loss as and when suffered or paid, the "Seller's Indemnified Parties") from and against any and all Damages suffered by the Seller's Indemnified Parties directly or indirectly, as a result of, in connection with, or arising out of (i) arising out any inaccuracy or breach of a breach any representation or inaccuracy of or failure to comply with any representation, warranty or covenant made by the Buyer or the Parent C Media contained in this Agreement which survives the Closing Date as specified in Section 10.11 hereofor any certificate delivered hereto, (ii) by reason of any failure by C Media to perform any of the Buyer C Media’s covenants or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Dateagreements contained herein, or (iii) arising out the Excluded Liabilities, then, subject to the other provisions of this Article10, Kingtone shall indemnify, defend and save and hold harmless the Kingtone Indemnitees for such Loss as and when suffered or resulting from paid, whether directly or indirectly. (c) The obligations to indemnify and hold harmless pursuant to Sections 10.3(a) and (b) shall survive the Buyer consummation of the transactions contemplated hereby for the period set forth in Section 10.1, except for claims for indemnification pursuant to any such clauses asserted prior to the end of such survival period, which such claims shall survive until final resolution thereof. (d) For purposes of determining whether any breach or inaccuracy of any representation or warranty has occurred pursuant to this Agreement, any Loss has occurred, or the Parent's use amount of or operation any such Loss, the representations, warranties, covenants and agreements of the Business related Parties set forth in this Agreement and the Transaction Documents will be considered without regard to the Purchased Assets on any materiality or after the Closing Balance Sheet DateMaterial Adverse Effect qualification set forth.

General Indemnification. The Corporation and each Existing Stockholder (a"Indemnitors") TMS shall jointly and severally indemnify, defend and hold harmless each Investor and defend the Buyer and Parent, and each of their respective, its respective officers, managersdirectors, partners, managing directors, affiliates, employees, shareholdersagents, assignsconsultants, representatives, successors and affiliates assigns (collectively, the each an "Buyer's Indemnified PartiesInvestor Indemnitee") harmless from and against any and all Damages Losses incurred or suffered by the Buyer's Indemnified Parties an Investor Indemnitee (whether incurred or suffered directly or indirectly through ownership of Common Stock or Preferred Stock) arising out of, relating to or resulting from (i) arising out any breach of a breach any of the representations or inaccuracy of or failure to comply with any representation, warranty or covenant warranties made by TMS the Corporation or the Existing Stockholders in this Agreement which survives or in any certificate or other instrument delivered pursuant hereto including, without limitation, the Closing Date as specified in Section 10.11 hereofDocuments, (ii) arising out any breach of any of the covenants or resulting from agreements made by the Corporation or based upon the Existing Stockholders in this Agreement or in any Liabilities certificate or other than instrument delivered pursuant hereto including, without limitation, the Assumed LiabilitiesDocuments, and (iii) that certain letter of arrangement, dated June 30, 1998, between the Accounting Firm and GSCP. The Investors shall indemnify, defend and hold the Corporation, its affiliates, and each of their respective officers, directors, employees, agents, consultants, representatives, successors and assigns and the Existing Stockholders harmless against all Losses arising out from the breach of or resulting from TMS' and its representatives' use any of the Purchased Assets after covenants or agreements of the Closing DateInvestors in this Agreement or in any certificate or other instrument delivered pursuant hereto including, without limitation, the Documents. Notwithstanding anything to the contrary in this Agreement, (a) any and all payments by the Indemnitors pursuant to this Section 9 with respect to breach of representations or warranties shall be limited to, in the aggregate, an amount equal to the Purchase Price, and no indemnification payment by the Indemnitors with respect to any such Losses otherwise payable hereunder shall be payable until such time as all such Losses (ivexclusive of attorneys' fees or other expenses of investigation or defense) shall aggregate to more than $500,000, and then only to the extent that such Losses, in the aggregate, exceed such amount; provided that neither of the foregoing limitations on indemnity shall apply to or count Losses arising out with respect to the breaches of the representations and warranties in Section 2.22 or resulting from or based upon the Retained Assets. in Section 2.7, as they relate to Taxes; (b) The Buyer the Corporation and the Parent, jointly and severally, covenant and agree to indemnify, hold harmless and defend TMS, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Seller's Indemnified Parties") from and against Existing Stockholders shall not be liable for any and all Damages suffered Losses incurred by the Seller's Indemnified Parties (i) arising out Investors as a result of a breach or inaccuracy of or failure the representation and warranty set forth in the last sentence of Section 2.3, to comply with the extent that such Losses are eliminated as a result of a purchase price adjustment pursuant to Section 1.10(a); and (c) the Corporation and the Existing Stockholders shall not be liable for any representation, warranty or covenant made Losses incurred by the Buyer or Investors as a result of a breach of the Parent in this Agreement which survives the Closing Date as specified representations set forth in Section 10.11 hereof2.22 or in Section 2.7, (ii) by reason of any failure of the Buyer or the Parent as they relate to payTaxes, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related to the Purchased Assets on or after extent that such Losses are eliminated as a result of a payment to the Closing Balance Sheet DateCorporation by the Existing Stockholders of an amount owing to the Corporation pursuant to Section 10.

General Indemnification. (a) TMS Lessee shall indemnify, hold harmless and defend the Buyer and Parentpay, and their respectiveshall indemnify and hold ----------------------- Lessor ▇▇▇▇-▇▇▇▇ on an after-tax basis from and against, its officersany and all liabilities, managerscauses of action, employeesclaims, shareholderssuits, assignspenalties, successors damages, losses, costs or expenses (including attorneys' fees), obligations, liabilities, demands and affiliates judgments, and Liens, of any nature whatsoever (collectively, the a "Buyer's Indemnified PartiesLiability") from and against any and all Damages suffered by the Buyer's Indemnified Parties (i) arising out of a breach or inaccuracy of or failure to comply with any representation, warranty or covenant made by TMS in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) arising out of or resulting from or based upon in any Liabilities other than way related to: (a) the Assumed LiabilitiesLease Documents, (iiib) the manufacture, purchase, ownership, selection, acceptance, rejection, possession, lease, sublease, operation, use, maintenance, documenting, inspection, control, loss, damage, destruction, removal, storage, surrender, sale, use, condition, delivery, nondelivery, return or other disposition of or any other matter relating to any Item of Equipment or any part or portion thereof (including, in each case and without limitation, latent or other defects, whether or not discoverable, any claim for patent, trademark or copyright infringement) and any and all Liabilities in any way relating to or arising out of injury to persons, ________________________________________________________________________________ properties or resulting from TMS' and its representatives' use of the Purchased Assets after the Closing Date, environment or (iv) arising out of or resulting from or based upon the Retained Assets. (b) The Buyer and the Parent, jointly and severally, covenant and agree to indemnify, hold harmless and defend TMS, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Seller's Indemnified Parties") from and against any and all Damages suffered by Liabilities based on strict liability in tort, negligence, breach of warranties or violations of any regulatory law or requirement, (c) a failure to comply fully with Applicable Law and (d) Lessee's failure to perform any covenant, or Lessee's breach of any representation or warranty, hereunder; provided, that the Seller's Indemnified Parties foregoing indemnity -------- shall not extend to the Liabilities to the extent resulting solely from the gross negligence or willful misconduct of Lessor. Lessee shall promptly deliver to Lessor (i) arising out copies of a breach any documents received from the United States Environmental Protection Agency or inaccuracy of any state, county or failure to comply with any representation, warranty municipal environmental or covenant made by the Buyer or the Parent in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, health agency and (ii) by reason copies of any failure documents submitted by Lessee or any of the Buyer or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related its subsidiaries to the Purchased Assets on United States Environmental Protection Agency or after to any state, county or municipal environmental or health agency concerning the Closing Balance Sheet Date.Equipment or its operation

General Indemnification. (a) TMS shall indemnifyThe Sellers shall, hold harmless and defend irrespective of any fault and, except in respect of Section 8.2(a)(ii), irrespective of any disclosure made in the Disclosure Letter, be liable to the Buyer and Parent, its Affiliates (including the Target Companies following Closing) and their respective, its officers, managers, employees, shareholders, assigns, respective successors and affiliates assigns (collectivelythe Buyer Indemnitees), subject to the "Buyer's Indemnified Parties"limitations set forth in this Agreement, including Section 9 and Section 10.8 (except that Section 9.4(c) from shall not apply with respect to Losses incurred in relation to the matters listed in Section 8.2(a)(vi) below), for any Losses, calculated on a USD-to-USD basis and against any and all Damages suffered without double recovery, incurred or sustained by the Buyer's Indemnified Parties Buyer Indemnitees as a result of or attributable or related to: (i) arising out of a any breach or inaccuracy violation of any of the Fundamental Representations; (ii) any breach or failure to comply with violation of any representationof the Business Representations; (iii) any breach or violation of any covenant, warranty undertaking or covenant made by TMS agreement of the relevant Seller contained in this Agreement which survives Agreement; (iv) any Third Party Claim or Action asserting ownership or other rights in, or disputing the Target Companies' right to use and exploit, any Target Intellectual Property Rights; (v) the reclassification of any individual engaged by a Target Company as an independent contractor or consultant prior to the Closing Date as specified in Section 10.11 hereof, (ii) arising out of an employee by any Governmental Authority or resulting from or based upon any Liabilities other than the Assumed Liabilities, (iii) arising out of or resulting from TMS' and its representatives' use of the Purchased Assets triggered by an employment offer by a Target Company to such individual after the Closing DateDate (including all back wages, benefits, penalties, fines, interest, and reasonable legal fees and expenses); and (vi) any of the matters disclosed in Section 10(h) para 3, Section 13(a) and Section 16(a) of the Disclosure Letter; provided that except in the case of fraud (Betrug), intentional deceit (absichtliche Täuschung, within the meaning of article 28 CO, article 192(3) CO and article 199 CO) or (iv) arising out of or resulting from or based upon willful misconduct, the Retained Assetsrelevant Seller's liability shall not exceed an amount equal to such Seller's Ownership Percentage with respect to the relevant Loss. (b) The Buyer shall be liable to any of the Sellers and the Parent, jointly and severally, covenant and agree to indemnify, hold harmless and defend TMS, its officers, managers, employees, shareholders, assigns, their respective successors and affiliates assigns (collectivelythe Seller Indemnitees), subject to the "Seller's Indemnified Parties") from limitations set forth in this Agreement, including Section 9 (to the extent applicable pursuant to the terms of this Agreement), for any Losses, calculated on a USD-to-USD basis and against without double recovery, incurred or sustained by any and all Damages suffered by of the Seller's Indemnified Parties Seller Indemnitees as result of any breach or violation of: (i) arising out any of a breach or inaccuracy of or failure to comply with any representation, warranty or covenant made by the Buyer Representations, irrespective of any fault of the Buyer; or (ii) any covenant, undertaking or agreement of the Parent Buyer contained in this Agreement which survives (other than the Closing Date as specified specific indemnification obligations set forth in Section 10.11 hereof, (ii) by reason of any failure of the Buyer or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on 8.1 and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related to the Purchased Assets on or after the Closing Balance Sheet DateSection 8.2).

General Indemnification. (a) TMS The Company shall indemnify, defend and hold harmless and defend the Buyer and Parent, and their respectiveeach Purchaser, its affiliates, their respective officers, managersdirectors, partners, employees, shareholdersattorneys, assignsagents, representatives, successors and affiliates assigns (collectively, the each a "Buyer's Indemnified PartiesPurchaser Entity") harmless from and against any and all Damages Losses incurred or suffered by a Purchaser Entity (whether incurred or suffered directly or indirectly through ownership of capital stock of the Buyer's Indemnified Parties (iCompany) arising out from the breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in any Ancillary Document. Each Purchaser, severally and not jointly, shall indemnify, defend and hold the Company, its affiliates, their respective officers, directors, employees, agents, representatives, successors and assigns harmless against all Losses arising from the breach of any of its representations, warranties, covenants or agreements in this Agreement or in any Ancillary Documents. Notwithstanding anything to the contrary in this Agreement, no indemnification payment by the Company pursuant to this Section 8 with respect to any Losses otherwise payable hereunder as a result of a breach or inaccuracy of or failure to comply with the representations and warranties of the Company (other than any representation, Losses resulting from breaches of the representation and warranty or covenant made by TMS in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, 2.3 which shall not be subject to the Deductible) shall be payable until the time as such Losses shall aggregate for all Purchaser Entities to more than $50,000 (ii) arising out of or resulting from or based upon any Liabilities other than the Assumed Liabilities, (iii) arising out of or resulting from TMS' and its representatives' use of the Purchased Assets after the Closing Date, or (iv) arising out of or resulting from or based upon the Retained Assets. (b) The Buyer and the Parent, jointly and severally, covenant and agree to indemnify, hold harmless and defend TMS, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Seller's Indemnified PartiesDeductible") ), at which point the Company shall be obligated to indemnify the Purchasers from and against any and all Damages suffered by the Seller's Indemnified Parties (i) arising out of a breach or inaccuracy of or failure to comply with any representation, warranty or covenant made by the Buyer or the Parent in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) by reason of any failure of the Buyer or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related Losses relating back to the Purchased Assets on or after the Closing Balance Sheet Datefirst dollar.

General Indemnification. (a) TMS shall indemnify, hold harmless and defend the Buyer and Parent, and their respective, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Buyer's Indemnified Parties") from and against any and all Damages suffered by the Buyer's Indemnified Parties (i) arising out If any Purchaser or any of its Affiliates or any officer, director, partner, controlling person, employee or agent of a Purchaser or any of its Affiliates (a “Related Person”) becomes involved in any capacity in any Legal Proceeding brought by or against any Person in connection with or as a result of any breach or inaccuracy of or failure to comply by any of the Companies or any officer, director, employee or agent of any of the Companies or any of their respective Affiliates with any representation, warranty or covenant made by TMS in this Agreement which survives the Closing Date as specified in Section 10.11 hereofTransaction Documents, (ii) arising out of or resulting from or based upon any Liabilities other than the Assumed Liabilities, (iii) arising out of or resulting from TMS' Company will indemnify and its representatives' use of the Purchased Assets after the Closing Date, or (iv) arising out of or resulting from or based upon the Retained Assets. (b) The Buyer and the Parent, jointly and severally, covenant and agree to indemnify, hold harmless such Purchaser or Related Person for its reasonable legal and defend TMSother expenses (including the costs of any investigation, its officerspreparation and travel) and for any Losses incurred in connection therewith, managers, employees, shareholders, assigns, successors and affiliates (collectivelyas such expenses or Losses are incurred. In addition, the "Seller's Indemnified Parties") Company shall indemnify and hold harmless each Purchaser and each Related Person from and against any and all Damages suffered Losses, as incurred, arising out of or relating to any breach by any of the Companies of any of the representations, warranties or covenants made by the Seller's Indemnified Parties Companies in this Agreement or any other Transaction Document. The indemnification obligations of the Company under this paragraph shall be in addition to any liability that the Company may otherwise have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Purchasers and any such Related Persons. The Company also agrees that neither the Purchasers nor any Related Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the transactions contemplated by the Transaction Documents and any other documents or agreements executed in connection with the transaction contemplated hereunder, except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of a Purchaser or Related Person in connection with such transactions. If any of the Companies breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company may have thereunder or under applicable law, the Company shall pay or reimburse the Purchasers on demand for all costs of collection and enforcement (including reasonable attorneys fees and expenses). Without limiting the generality of the foregoing, the Company specifically agrees to reimburse the Purchasers on demand for all costs of enforcing the indemnification obligations in this paragraph. (ii) Notwithstanding anything to the contrary contained in Section 4.16(b)(i) above, to the extent that (i) arising any Losses arise solely out of a breach or inaccuracy of or failure to comply with any representation, warranty or covenant made by the Buyer Company of any representation or warranty which relates solely to the Parent in this Agreement which survives business or operations of the Closing Date as specified in Section 10.11 hereofCompany prior to the consummation of the Contribution, and (ii) by reason of any failure the Purchasers seek indemnification for such Losses hereunder, the Company shall indemnify each of the Buyer Purchasers and the Old Sirion Shareholders for their respective pro rata portions of the aggregate amount of such Losses incurred by all Purchasers and Old Sirion Shareholders, based upon the number of shares of Common Stock (on an as-converted basis, without giving effect to any limitations on conversion contained in the Certificate of Designations) held by such Purchaser or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or Old Sirion Shareholder. (iii) The aggregate liability to the Purchasers for indemnification under this Section 4.16(b) arising out from any inaccuracy of or resulting from the Buyer or the Parent's use of or operation any of the Business related Company’s representations or warranties (other than those in Sections 3.1(a), (b), (d) and (m)) shall not exceed the Aggregate Purchase Price plus all amounts the Purchasers and Related Parties are entitled to the Purchased Assets on recover pursuant to Section 4.16(d) below; provided, however, that indemnity claims arising from fraud, willful misconduct or after the Closing Balance Sheet Dateintentional misrepresentation shall not be subject to such limitation.

General Indemnification. (ai) TMS Indemnification for the Benefit of the Company and the Purchasers by -------------------------------------------------------------------- the Shareholders. The Shareholders, jointly and severally (except that T.S. Pan ---------------- shall indemnifynot be responsible for any breaches of any covenant, hold harmless agreement or provision by J.J. Pan as described in clause (iii) below following the Closing and defend except that J.J. Pan shall not be responsible for any breaches of any covenant, agreement or provision by T.S. Pan as described in clause (iii) below following the Buyer Closing), shall indemnify each of the Company and Parent, the Purchasers and their respectiverespective Affiliates, its shareholders (other than the Shareholders), partners, officers, managersdirectors, employees, shareholdersagents, assignsrepresentatives, successors and affiliates permitted assigns (collectively, the "Buyer's Indemnified Company Parties") from and save and hold --------------- each of them harmless against and pay on behalf of or reimburse such Company Parties as and when incurred for any loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third party claims (including interest, penalties, reasonable attorneys' fees and expenses and all Damages suffered amounts paid in investigation, defense or settlement of any of the foregoing) (collectively, "Losses"), which ------ any such Company Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by the Buyer's Indemnified Parties virtue of: (i) any breach of any representation or warranty of the Company or the Shareholders under this Agreement or any of the Schedules or Exhibits attached hereto, or in any of the certificates or other instruments or documents furnished by the Company or the Shareholders pursuant to this Agreement; (ii) any nonfulfillment or breach of any covenant, agreement or other provision by the Company or any Shareholder under this Agreement or any of the Schedules and Exhibits attached hereto required to be performed or complied with by the Company or such Shareholder at or prior to the Closing; (iii) any nonfulfillment or breach of any covenant, agreement or other provision by such Shareholder under this Agreement or any of the Schedules or Exhibits attached hereto required to be performed or complied with by such Shareholder after the Closing; (iv) any claim by any Person (other than the Purchasers) with respect to, or arising out as a result of, any Company Transaction proposed prior to the Closing Date; or (v) any of the matters set forth on the Indemnification Schedule ------------------------ attached hereto; provided that the Shareholders shall not have any liability -------- ---- under clause (i) above (other than with respect to the representations and warranties contained in Paragraph ▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇ 6F and the first and last sentences of Paragraph 5D) or clause (v) above unless the aggregate of all Losses relating thereto for which the Shareholders would, but for this proviso, be liable exceeds on a breach or inaccuracy cumulative basis an amount equal to $250,000, and then the Shareholders shall be liable only to the extent of or failure such excess; and provided further that the Shareholders' -------- ------- aggregate liability under clause (i) above (other than with respect to comply with any representationthe representations and warranties contained in Paragraph ▇▇, warranty or covenant made by TMS ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇ 6F and the first and last sentences of Paragraph 5D) and clause (v) above shall in no event exceed $12,000,000 (it being understood, however, that nothing in this Agreement (including this Paragraph 8B) shall limit or restrict any of the Company Parties' right to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit). All indemnification payments for the benefit of the Company under this Paragraph 8B shall be deemed adjustments to the Repurchase Price set forth in ▇▇▇▇▇▇▇▇▇ ▇▇ above. All indemnification payments for the benefit of any Purchaser under this Paragraph 8B shall be deemed to be adjustments to the Purchase Price set forth in Paragraph 1B above. In no event shall the Shareholders' obligations in respect of the indemnification provided for in this Paragraph 8B, or any expense reimbursement obligation of the Company provided for herein, be treated as subordinated indebtedness of the Company or as a restricted payment pursuant to any agreement to which survives the Closing Date as specified Company is a party or be otherwise restricted or deferred. If and to the extent any provision of this Paragraph 8B is unenforceable for any reason, each Shareholder hereby agrees to make the maximum contribution to the payment and satisfaction of any Loss for which indemnification is provided for in Section 10.11 hereof, this Paragraph 8B which is permissible under applicable laws. (ii) arising out Indemnification for the Benefit of or resulting from or based upon the Company by the Purchasers. Each ---------------------------------------------------------------- Purchaser shall, with respect to itself and not jointly with respect to any Liabilities of the other than Purchasers, indemnify the Assumed Liabilities, (iii) arising out of or resulting from TMS' Company and its representatives' use of Affiliates, shareholders (including the Purchased Assets after Shareholders but excluding the Closing DatePurchaser), or (iv) arising out of or resulting from or based upon the Retained Assets. (b) The Buyer and the Parent, jointly and severally, covenant and agree to indemnify, hold harmless and defend TMS, its officers, managersdirectors, employees, shareholdersagents, assignsrepresentatives, successors and affiliates permitted assigns (collectively, the "Seller's Purchaser Indemnified Parties") from and hold them harmless ----------------------------- against any and all Damages suffered by Losses which the Seller's Purchaser Indemnified Parties may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) arising out any breach of a breach any representation or inaccuracy warranty of or failure to comply with any representation, warranty or covenant made by the Buyer or the Parent in such Purchaser under this Agreement which survives or any of the Closing Date as specified Schedules or Exhibits attached hereto, or in Section 10.11 hereof, any of the certificates or other instruments or documents furnished by such Purchaser pursuant to this Agreement; or (ii) by reason any nonfulfillment or breach of any failure covenant, agreement or other provision by such Purchaser under this Agreement or any of the Buyer or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on Schedules and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related to the Purchased Assets on or after the Closing Balance Sheet DateExhibits attached hereto.

General Indemnification. (a) TMS shall indemnifyIf, hold harmless and defend the Buyer and Parent, and their respective, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Buyer's Indemnified Parties") from and against any and all Damages suffered by the Buyer's Indemnified Parties (i) arising out of a breach or inaccuracy of or failure to comply with any representation, warranty or covenant made by TMS in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) arising out of or resulting from or based upon any Liabilities other than the Assumed Liabilities, (iii) arising out of or resulting from TMS' and its representatives' use of the Purchased Assets after the Closing Date, Parent, Merger Sub and/or their respective officers, directors, employees, affiliates and/or agents (each a "Purchaser Indemnitee" and together the "Purchaser Indemnitees") suffer any damages, losses, liabilities, obligations, claims of any kind, interest or expenses (ivincluding, without limitation, reasonable attorneys' fees and expenses) ("Loss") as a result of, in connection with, or arising out of (i) the failure of any representation or resulting warranty made by the Company in this Agreement (whether or not contained in Article 2) or in any schedule or in any certificate or other instrument or document delivered to Parent and Merger Sub pursuant to this Agreement to be true and correct in all respects as of the date of this Agreement and as of the Closing Date (without giving effect to the term "material", "materially" or "Company Material Adverse Effect" in any such representation or warranty, except for the representations and warranties contained in clauses (vi) and (x) of Section 2.6, clause (vi) of Section 2.7(b), Section 2.7(c), the second sentence of Section 2.12, and the second sentence of Section 2.18 whereby the term "material", "materially" and "Company Material Adverse Effect" will be given effect for purposes of this Section 7.2(a)), (ii) any breach by the Company of any of its covenants or agreements contained herein which are to be performed by the Company on or before the Closing Date and (iii) that specific charge which was filed with the Equal Employment Opportunity Commission against Brad▇▇ ▇▇▇ufacturing, L.L.C. and which is referred to in item 6 on Schedule 2.8 attached hereto (the "June 2000 Brad▇▇ ▇▇▇C Claim"), then, subject to the other provisions of this Article 7, such Purchaser Indemnitee(s) shall be entitled to be reimbursed the amount of such Loss from or based upon the Retained AssetsIndemnification Escrow Account. (b) The Buyer After the Closing, each of Parent and the Parent, jointly and severally, covenant and Surviving Entity agree to indemnify, defend and hold harmless the direct and defend TMSindirect equityholders of the Company (including Saw Mill) as of the date of this Agreement and their respective affiliates, its officers, managersdirectors, employees, shareholders, assigns, successors and affiliates agents (collectively, each a "Seller Indemnitee" and together the "Seller's Indemnified PartiesSeller Indemnitees") harmless from and against any and all Damages Loss suffered by the Seller's Indemnified Parties or paid, directly or indirectly, as a result of, in connection with, or arising out of (i) arising out the failure of a breach any representation or inaccuracy of or failure to comply with any representation, warranty or covenant made by the Buyer Parent or the Parent Merger Sub in this Agreement which survives (whether or not contained in Article 3) or in any certificate or other instrument or document delivered to the 39 45 Company or Saw Mill pursuant to this Agreement to be true and correct in all respects as of the date of this Agreement and as of the Closing Date as specified in Section 10.11 hereofDate, (ii) any breach by reason Parent of any failure of its covenants or agreements contained herein and (iii) any breach by Surviving Entity (including by way of being the Buyer successor of Merger Sub and the Company) of any of its covenants or agreements contained herein which are to be performed by the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and Surviving Entity after the Closing Date, or . (iiic) arising out of or resulting from The obligations to indemnify and hold harmless pursuant to this Section 7.2 shall survive the Buyer or the Parent's use of or operation consummation of the Business related transactions contemplated hereby for the periods set forth in Sections 7.1, except for claims for indemnification asserted prior to the Purchased Assets on or after the Closing Balance Sheet Dateend of such periods which claims shall survive until final resolution thereof.

General Indemnification. (a) TMS shall The Sole Shareholder covenants and agrees to ----------------------- indemnify, defend, protect and hold harmless Parent and defend the Buyer and Parent, Surviving Corporation and their respective, its respective officers, managersdirectors, employees, shareholders, assigns, successors and affiliates (individually, an "Indemnified Party" and collectively, the "Buyer's Indemnified Parties") from, against and in respect of: (a) all liabilities, losses, claims, damages, punitive damages, courses of actions, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages) and against costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Damages") suffered, sustained or incurred by the Indemnified Persons in connection with, resulting from or arising out of, directly or indirectly: (i) any breach of any representation or warranty of the Company or the Sole Shareholder set forth in this Agreement or any certificate, document or instrument delivered by or on behalf of the Company or the Sole Shareholder in connection herewith; (ii) any nonfulfillment of any covenant or agreement on the part of the Company or the Sole Shareholder in this Agreement; (iii) the business, operations or assets of the Company prior to the Closing Date, including without limitation all taxes due and payable prior to the Closing Date, except as otherwise disclosed in the Company Financial Statements or the Company Schedules; or (iv) the actions or omissions of the Company's directors, officers, shareholders, employees or agents prior to the Closing Date; and (b) any and all Damages suffered by the Buyer's Indemnified Parties (i) arising out of a breach or inaccuracy of or failure incident to comply with any representation, warranty or covenant made by TMS in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) arising out of or resulting from or based upon any Liabilities other than the Assumed Liabilities, (iii) arising out of or resulting from TMS' and its representatives' use of the Purchased Assets after the Closing Date, foregoing or (iv) arising out of or resulting from or based upon the Retained Assets. (b) The Buyer and the Parent, jointly and severally, covenant and agree to indemnify, hold harmless and defend TMS, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Seller's Indemnified Parties") from and against any and all Damages suffered by the Seller's Indemnified Parties (i) arising out of a breach or inaccuracy of or failure to comply with any representation, warranty or covenant made by the Buyer or the Parent in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) by reason of any failure of the Buyer or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related to the Purchased Assets on or after the Closing Balance Sheet Dateenforcement of this Section 7.1.

General Indemnification. (a) TMS 12.1.1 MLNM shall indemnify, indemnify and hold harmless and defend the Buyer and ParentOBI, its Affiliates and their respectiverespective directors, its officers, managers, employees, shareholders, assigns, successors employees and affiliates agents (collectively, the "Buyer's “OBI Indemnified Parties") from ”), from, against and against in respect of any and all Damages Actions, liabilities, losses, costs (including costs of investigation, defense and enforcement of this Agreement), damages, fines, penalties, Government Orders, taxes, expenses or amounts paid in settlement (in each case, including reasonable attorneys’ and experts fees and expenses), involving a claim or Action of a Third Party or Governmental Authority (collectively, “Losses”), incurred or suffered by the Buyer's OBI Indemnified Parties (i) arising out or any of them as a breach or inaccuracy of or failure to comply with any representationresult of, warranty or covenant made by TMS in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) arising out of or resulting from directly or based upon indirectly relating to: (a) any Liabilities breach of, or inaccuracy in, any representation or warranty made by MLNM in this Agreement, or any breach or violation of any covenant or agreement of MLNM (including under this Article XII) in or pursuant to this Agreement; or (b) the gross negligence, intentional misconduct or violation of Applicable Law by or of MLNM, its Affiliates and their respective directors, officers, employees and agents or any of them in connection with MLNM’s performance under this Agreement, except, in each case, to the extent caused by the gross negligence, willful misconduct or violation of Applicable Law of or by OBI or any of the other than OBI Indemnified Parties in connection with OBI’s performance under this Agreement. 12.1.2 OBI shall indemnify and hold harmless MLNM, its Affiliates and their respective directors, officers, employees and agents (collectively, the Assumed Liabilities“MLNM Indemnified Parties”), (iii) from, against and in respect of any and all Losses incurred or suffered by the MLNM Indemnified Parties or any of them as a result of, arising out of or resulting from TMS' and its representatives' use of the Purchased Assets after the Closing Datedirectly or indirectly relating to: (a) any breach of, or inaccuracy in, any representation or warranty made by OBI in this Agreement, or any breach or violation of any covenant or agreement of OBI (ivincluding under this Article XII) arising out of in or resulting from pursuant to this Agreement; or based upon the Retained Assets. (b) The Buyer and the Parentgross negligence, jointly and severally, covenant and agree to indemnify, hold harmless and defend TMSintentional misconduct or violation of Applicable Law by or of OBI, its Affiliates and their respective directors, officers, managersemployees and agents or any of them in connection with OBI’s performance under this Agreement, employeesexcept, shareholdersin each case, assigns, successors and affiliates (collectively, to the "Seller's Indemnified Parties") from and against any and all Damages suffered extent caused by the Seller's gross negligence, willful misconduct or violation of Applicable Law of or by MLNM or any of the other MLNM Indemnified Parties (i) arising out of a breach or inaccuracy of or failure to comply in connection with any representation, warranty or covenant made by the Buyer or the Parent in MLNM’s performance under this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) by reason of any failure of the Buyer or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related to the Purchased Assets on or after the Closing Balance Sheet DateAgreement.

General Indemnification. (a) TMS shall indemnifyIf, hold harmless and defend the Buyer and Parent, and their respective, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Buyer's Indemnified Parties") from and against any and all Damages suffered by the Buyer's Indemnified Parties (i) arising out of a breach or inaccuracy of or failure to comply with any representation, warranty or covenant made by TMS in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) arising out of or resulting from or based upon any Liabilities other than the Assumed Liabilities, (iii) arising out of or resulting from TMS' and its representatives' use of the Purchased Assets after the Closing Date, Parent, Newco, the Surviving Corporation and/or its officers, directors, employees, affiliates and/or agents (each a “Buyer Indemnitee” and together the “Buyer Indemnitees”) suffer any damages, losses, liabilities, obligations, claims of any kind, fines, penalties, interest or expenses (ivincluding, without limitation, reasonable attorneys’ and consultants’ fees and expenses but excluding punitive, exemplary, special, unforeseen or other consequential damages or any damages measured by lost profits or a multiple of earnings (other than any such punitive, exemplary, special, unforeseen or other consequential damages or any damages measured by lost profits or a multiple of earnings payable to third parties in respect of Third Party Claims)) (“Loss”) as a result of, in connection with, or arising out of (i) the failure of any representation or resulting warranty made by the Company in this Agreement or in any certificate delivered to Purchaser pursuant to Section 6.2 to be true and correct or (ii) any breach by the Company of any of its covenants or agreements contained herein which are to be performed by the Company on or before the Closing Date, then, subject to the other provisions of this Article VIII, such Buyer Indemnitee(s) shall be entitled to be reimbursed the amount of such Loss solely from or based upon the Retained AssetsIndemnification Escrow Account. (b) The Buyer After the Closing, each of Parent and the Parent, jointly and severally, covenant and agree Surviving Corporation agrees to indemnify, defend and hold harmless each of the direct and defend TMS, its indirect equityholders of the Company as of the date of this Agreement and their respective officers, managersdirectors, employees, shareholdersaffiliates and/or agents (each a “Seller Indemnitee” and together the “Seller Indemnitees”) harmless from any Loss suffered or paid, assignsdirectly or indirectly, successors and affiliates (collectivelyas a result of, the "Seller's Indemnified Parties") from and against any and all Damages suffered by the Seller's Indemnified Parties in connection with, or arising out of (i) arising out the failure of a breach any representation or inaccuracy of or failure to comply with any representation, warranty or covenant made by the Buyer Parent or the Parent Newco in this Agreement which survives to be true and correct as of the Closing Date as specified (or on the date when made in Section 10.11 hereofthe case of any representation or warranty which specifically relates to an earlier date), (ii) any breach by reason Parent of any failure of its covenants or agreements contained herein, and (iii) any breach by the Buyer Surviving Corporation (including by way of being the successor of Newco and the Company) of any of its covenants or agreements contained herein which are to be performed by the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and Surviving Corporation after the Closing Date, or . (iiic) arising out The obligations to indemnify and hold harmless pursuant to Section 8.2(a) and pursuant to clause (i) of or resulting from Section 8.2(b) shall survive the Buyer or the Parent's use of or operation consummation of the Business related transactions contemplated hereby until April 30, 2006, except for claims for indemnification pursuant to such clauses asserted prior to the Purchased Assets on end of such period, which claims shall survive until final resolution thereof. For purposes of this Article VIII, the determination as to whether any representation or after warranty contained in this Agreement has been breached and the Closing Balance Sheet Dateamount of damages attributable to such breach will be made without giving effect to the words “material,” “materially” or “Material Adverse Effect” as they appear in such representation or warranty. (d) All indemnification payments under this Article VIII shall be adjustments to the Purchase Price except as otherwise required by applicable law.

General Indemnification. (a) TMS Subject to the provisions of Section 7.1 above, Level 8 (with respect to the first $1,000,000 of "Claims," as hereinafter defined, to be paid to the Buyer pursuant to this Section 7.2) and the Seller (with respect to all Claims in excess of $1,000,000) shall indemnify, indemnify and hold harmless and defend the Buyer from and Parentagainst, and their respectiveshall reimburse Buyer on demand for, its officersany claim, managersloss, employeesliability, shareholdersdamage or expense, assignsincluding attorneys' fees and costs of appeals (a "Claim"), successors and affiliates (collectively, the "Buyer's Indemnified Parties") resulting from and against any and all Damages suffered by the Buyer's Indemnified Parties (i) arising out any breach of a breach or inaccuracy of or failure to comply with any representation, warranty warranty, agreement or covenant made by TMS in on the part of the Seller under or pursuant to this Agreement which survives the Closing Date as specified in Section 10.11 hereofAgreement, and (ii) arising out any Excluded Liabilities; provided that each Claim shall be satisfied by the reduction of or resulting from or based upon any Liabilities other than amounts due under the Assumed LiabilitiesNote, (iii) arising out of or resulting from TMS' and its representatives' use to the extent of the Purchased Assets after principal balance of the Closing Date, or (iv) arising out Note at the time of or resulting from or based upon the Retained Assetssuch Claim. (b) The Buyer shall indemnify and the Parent, jointly and severally, covenant and agree to indemnify, hold harmless and defend TMS, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Seller's Indemnified Parties") Seller from and against against, and shall reimburse Seller on demand for, any and all Damages suffered by the Seller's Indemnified Parties Claim resulting from (i) arising out any breach of a breach or inaccuracy of or failure to comply with any representation, warranty warranty, agreement or covenant made by on the part of the Buyer under or the Parent in pursuant to this Agreement which survives the Closing Date as specified in Section 10.11 hereofAgreement, (ii) by reason of any failure Assumed Liabilities and (iii) any liabilities and obligations of the Buyer or the Parent incurred with respect to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or its operation of the Business related after the Closing. (c) No party shall have any obligation to indemnify the other party against any Claim under Section 7.2(a) or 7.2(b) above unless (i) the amount of such Claim is equal to or greater than $25,000 and (ii) the sum of such Claim plus all other Claims by such party is equal to or greater than $50,000, at which point such party shall be indemnified against all Claims relating back to the Purchased Assets on first dollar. The indemnities set forth in this Article VII shall be the sole and exclusive remedy of each party for damages for breach of any covenant, representation or warranty contained in this Agreement, provided, however, that nothing set forth herein shall be deemed to limit either party's right to seek equitable relief or specific performance. EXCEPT AS PROVIDED IN THIS AGREEMENT, THE BUYER AND THE SELLER MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (d) If a third party asserts a claim against any indemnified party for which indemnification would be available under this Section 7.2 hereof (a "Claim"), the indemnified party shall promptly give notice of such Claim, describing such Claim with reasonable specificity, to the indemnifying party; provided, however, that the failure to give such notice shall not affect the right of the indemnified party to indemnification hereunder except to the extent that such failure prejudices the ability of the indemnifying party to defend any Claim or take any other remedial action. The indemnifying party shall be entitled to assume the defense of such Claim, including the employment of counsel reasonably satisfactory to the indemnified party; provided, however, that in the event that the indemnified party reasonably determines in good faith that its interests with respect to such Claim cannot appropriately be represented by the indemnifying party, such indemnified party shall have the right to assume control of the defense of such Claim and to have its expenses reimbursed promptly with respect to such Claim. In addition, in the event that such indemnifying party, within a reasonable time after notice of any such Claim, fails to defend any indemnified party, such indemnified party will (upon further notice to such indemnifying party) have the Closing Balance Sheet Dateright to undertake its defense of such Claim for the account of such indemnifying party and to have its expenses reimbursed promptly with respect to such Claim. Regardless of which party is controlling the defense of any Claim, (i) both the indemnifying party and the indemnified party shall act in good faith and (ii) no settlement of such Claim may be agreed to without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. The controlling party shall deliver, or cause to be delivered, to the other party copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of any such Claim, and timely notices of any hearing or other court proceeding relating to such Claim.

General Indemnification. (a) TMS Subject to the limitations that are set forth in this Article IX, from and after the Closing, Seller shall indemnifydefend, indemnify and hold harmless and defend each of Purchaser, its Affiliates (including, after the Buyer and ParentClosing, the Company) and their respectiverespective successors, its officers, managersdirectors, shareholders, employees, shareholdersagents, assignstrustees, successors advisers, lenders and affiliates representatives (each a “Purchaser Indemnitee” and together the “Purchaser Indemnitees”), solely out of the Retention Escrow Funds, from and against, and pay or reimburse, the Purchaser Indemnitees for any and all claims, liabilities (including Tax liabilities), obligations, losses, fines expenses, costs, proceedings, deficiencies, judgments, penalties or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including out-of-pocket expenses, consulting fees, court costs, expert witness fees and reasonable attorneys’ fees and expenses incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder (collectively, the "Buyer's Indemnified Parties") from and against any and all Damages suffered by the Buyer's Indemnified Parties (i) arising out of a breach or inaccuracy of or failure to comply with any representation“Losses”), warranty or covenant made by TMS in this Agreement which survives the Closing Date as specified in Section 10.11 hereofresulting from, (ii) arising out of or resulting from relating to any misrepresentation or based upon breach of any Liabilities other than warranty of Seller or the Assumed Liabilities, (iii) arising out of or resulting from TMS' and its representatives' use of the Purchased Assets after the Closing Date, or (iv) arising out of or resulting from or based upon the Retained AssetsCompany contained in this Agreement. (b) The Buyer obligations to indemnify and the Parent, jointly and severally, covenant and agree to indemnify, hold harmless and defend TMS, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, pursuant to Section 9.2(a) shall survive the "Seller's Indemnified Parties") from and against any and all Damages suffered by consummation of the Seller's Indemnified Parties (i) arising out of a breach or inaccuracy of or failure to comply with any representation, warranty or covenant made by transactions contemplated hereby for the Buyer or the Parent in this Agreement which survives the Closing Date as specified periods set forth in Section 10.11 hereof9.1, (ii) by reason of any failure of the Buyer or the Parent except for claims for indemnification pursuant to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related such clauses asserted prior to the Purchased Assets on or after the Closing Balance Sheet Dateend of such period which claims shall survive until final resolution and satisfaction thereof.

General Indemnification. (a) TMS shall Subject to the limitations in Section 7.2(c), the Seller Parties shall, jointly and severally, indemnify, defend and hold harmless and defend the Buyer and Parentits directors, and their respective, its officers, managersAffiliates, employees, shareholdersagents and representatives, assigns, successors and affiliates (collectively, the "Buyer's Indemnified Parties") from and against any and all Damages Losses that are incurred or suffered by any of them in connection with or resulting from each of the Buyer's Indemnified Parties following: (i) arising out of a any misrepresentation or breach of, or inaccuracy in, any representation or warranty made by any Seller Party in this Agreement or any Ancillary Agreement; (ii) any breach of or failure to comply with any representation, warranty or covenant made by TMS any Seller Party in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) arising out of or resulting from or based upon any Liabilities other than the Assumed Liabilities, Ancillary Agreement; (iii) arising out of or resulting from TMS' and its representatives' use of the Purchased Assets after the Closing Date, or any Indebtedness; (iv) arising out any Transaction Expense; (v) any Seller Environmental Liabilities; (vi) any matters identified on Schedule 7.2(a)(vi); or (vii) the enforcement by Buyer and its directors, officers, Affiliates, employees, agents and representatives of or resulting from or based upon the Retained Assetstheir indemnification rights under this Agreement. (b) The Subject to the limitations in Section 7.2(c), Buyer and the Parent, jointly and severally, covenant and agree to shall indemnify, defend and hold harmless the Seller Parties and defend TMStheir Affiliates, its officersand their respective trustees, managers, employees, shareholders, assigns, successors agents and affiliates (collectively, the "Seller's Indemnified Parties") representatives from and against any and all Damages Losses that are incurred or suffered by any of them in connection with or resulting from each of the Seller's Indemnified Parties following: (i) arising out any misrepresentation or breach of a any representation or warranty made by Buyer in this Agreement or any Ancillary Agreement; (ii) any breach or inaccuracy of or failure to comply with any representation, warranty or covenant made by the Buyer or the Parent in this Agreement or any Ancillary Agreement; or (iii) the enforcement by the Seller Parties of their indemnification rights under this Agreement. (c) Notwithstanding the foregoing and subject to the proviso at the end of this paragraph and the terms of this Article VII, (i) the Seller Parties shall not be obligated to provide any indemnification for Losses pursuant to claims for breaches of representations and warranties (other than Fundamental Representations) under Section 7.2(a)(i) unless the aggregate amount of Losses incurred by Buyer with respect to such breaches of representations and warranties exceeds $100,000 (the “Threshold”), in which survives case the Closing Date as specified in Section 10.11 hereofSeller Parties will be liable for the aggregate amount of the Losses over and above a $50,000 deductible (the “Deductible”), and (ii) Buyer shall not be obligated to provide any such indemnification for Losses pursuant to claims for breaches of representations and warranties (other than Fundamental Representations) under Section 7.2(b)(i), unless the aggregate amount of Losses incurred by Seller with respect to such breaches of representations and warranties exceeds the Threshold, in which case Buyer will be liable for the aggregate amount of the Losses over and above the Deductible. The maximum aggregate obligation of (i) the Seller Parties for Losses pursuant to claims for breaches of representations and warranties (other than Fundamental Representations) under Section 7.2(a)(i), and (ii) Buyer for Losses pursuant to claims for breaches of representations and warranties (other than Fundamental Representations) under Section 7.2(b)(i), shall not exceed $1,200,000 (the “Cap”). Neither the Threshold nor the Cap shall apply to Losses arising in respect of claims for misrepresentations and breach of the Fundamental Representations. (d) In no event shall the limitations set forth in Section 7.2(c) apply to Losses suffered or incurred by any Indemnified Party as a result of, or arising out of, (A) the matters set forth in Sections 7.2(a)(ii) through 7.2(a)(vii), or 7.2(b)(ii) or (iii), or (B) any fraud or intentional misrepresentation by a party. Notwithstanding any provision to the contrary in this Agreement, except with respect to fraud or intentional misrepresentation by Seller Parties, in no event shall the aggregate liability of the Seller Parties for any Losses arising from or otherwise relating to this Agreement exceed the aggregate amounts paid by Buyer to Seller Parties, including that amount paid as Final Closing Consideration. (e) The representations and warranties in this Agreement and the Ancillary Agreements shall not be affected or diminished by, and no right of indemnification hereunder shall be limited by reason of any failure of the Buyer investigation or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related to the Purchased Assets on audit conducted before or after the Closing Balance Sheet Dateor the knowledge of any party of any breach of a representation, warranty, covenant or agreement by the other party at any time, or the decision of any party to complete the Closing. (f) For purposes of calculating the amount of any Losses incurred in connection with any misrepresentation or breach of warranty, any and all references to material or Material Adverse Effect (or other correlative terms) shall be disregarded.

General Indemnification. (a) TMS Subject to the other provisions of this Article 9, each Company Equityholder shall (severally, based on each Company Equityholder’s Percentage Interests) indemnify, defend (subject to Section 9.3) and hold harmless and defend the Buyer and each of Parent, and Merger Sub, the Surviving Entity and/or their respective, its respective officers, managersdirectors, employees, shareholdersAffiliates and/or agents (each a “Purchaser Indemnitee”) harmless from any damages, assignslosses, successors liabilities, obligations, actions, proceedings, claims of any kind, interest, costs or expenses (including, without limitation, reasonable attorneys’ fees and affiliates expenses, and other costs or expenses incurred in the collection of any judgments with respect to actions, proceedings or claims) (collectivelyeach a “Loss”) suffered or paid, the "Buyer's Indemnified Parties") from and against any and all Damages suffered by the Buyer's Indemnified Parties directly or indirectly, as a result of, in connection with, or arising out of (i) arising out any breach of a breach any representation or inaccuracy of or failure to comply with any representation, warranty or covenant made by TMS the Company (A) contained in this Agreement which survives Article 4 or (B) in any certificate delivered by the Closing Date as specified in Company to Parent and Merger Sub pursuant to Section 10.11 hereof7.2(d), (ii) arising out any breach by the Company of or resulting from or based upon any Liabilities other than the Assumed Liabilities, (iii) arising out of or resulting from TMS' and its representatives' use of the Purchased Assets after covenants or agreements contained herein which are to be performed by the Company on or before the Closing Date, and (iii) the exercise of appraisal rights by the holders of the Dissenting Shares (it being understood that such Losses shall be the difference between the appraised value of the Dissenting Shares and the Per Share Common Payment applicable to such shares plus any other reasonable costs or (iv) arising out of or resulting from or based upon the Retained Assetsexpenses incurred in connection therewith). (b) The Buyer Subject to the other provisions of this Article 9, each of Parent and the Parent, jointly and severally, covenant and Surviving Entity agree to indemnify, defend (subject to Section 9.3) and hold harmless the Company Equityholders and defend TMStheir respective Affiliates, its officers, managersdirectors, employeesemployees and agents (each a “Company Indemnitee”) harmless from any Loss suffered or paid, shareholdersdirectly or indirectly, assignsas a result of, successors and affiliates (collectivelyin connection with, the "Seller's Indemnified Parties") from and against any and all Damages suffered by the Seller's Indemnified Parties or arising out of (i) arising out any breach of a breach any representation or inaccuracy of or failure to comply with any representation, warranty or covenant made by Parent or Merger Sub (A) contained in Article 5 or (B) in any certificate delivered to the Buyer Company or the Parent in this Agreement which survives the Closing Date as specified in Representative pursuant to Section 10.11 hereof7.3(c), (ii) any breach by reason Parent of any failure of its covenants or agreements contained herein and (iii) any breach by the Buyer Surviving Entity (including, without limitation, by way of being the successor of Merger Sub and the Company) of any of its covenants or agreements contained herein which are to be performed by the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and Surviving Entity after the Closing Date, Date (except to the extent the Purchaser Indemnitees are entitled to indemnification under Section 9.2(a) and except if the applicable Company Indemnitees are not third party beneficiaries of such covenant or agreement contained herein). (iiic) arising out of or resulting from The obligations to indemnify and hold harmless pursuant to this Section 9.2 shall survive the Buyer or the Parent's use of or operation consummation of the Business related transactions contemplated hereby for the applicable period set forth in Section 9.1, except for claims for indemnification asserted prior to the Purchased Assets on end of such applicable period (which claims shall survive until final resolution thereof). (d) The rights of the Purchaser Indemnitees to indemnification pursuant to the provisions of Section 9.2(a), and the rights of Company Indemnitees to indemnification pursuant to the provisions of Section 9.2(b), shall not be affected by (i) in the case of Purchaser Indemnitees, any Purchaser Indemnitees’ knowledge at or after prior to the execution of this Agreement or at or prior to the Closing Balance Sheet Dateof any breach of any representation, warranty, covenant or agreement made by the Company in this Agreement or in any certificate delivered pursuant to this Agreement and (ii) in the case of Company Indemnitees, any Company Indemnitees’ knowledge at or prior to the execution of this Agreement or at or prior to the Closing of any breach of any representation, warranty, covenant or agreement made by Parent or Merger Sub in this Agreement or in any certificate delivered pursuant to this Agreement.

General Indemnification. (a) TMS shall indemnify, The Seller and Parent jointly and severally agree to indemnify and hold harmless and defend the Buyer and Parentits Affiliates (including, after the Closing, the Companies) and their respectiverespective officers, its officersdirectors, managers, employeesstockholders, shareholdersmembers and any successors (solely by operation of law) thereto harmless, assignson an after-tax basis, successors and affiliates (collectively, the "Buyer's Indemnified Parties") from and against any and all Damages suffered by the Buyer's Indemnified Parties (i) Losses incurred or paid as a result of or arising out of a breach the failure of any representation or inaccuracy of or failure to comply with any representation, warranty or covenant made by TMS in this Agreement which survives the Closing Date as specified Seller and Parent in Section 10.11 hereof2 of this Agreement, (ii) arising out of or resulting from or based upon any Liabilities other than the Assumed Liabilitiesrepresentations and warranties made in Section 2.13, to be true and correct (iiidetermined without regard to any limitation or qualification by materiality) arising out of or resulting from TMS' and its representatives' use as of the Purchased Assets after date hereof and as of the Closing Date, or (iv) arising out of or resulting from or based upon the Retained Assets. (b) The Buyer agrees to indemnify and hold the ParentSeller, jointly Parent and severally, covenant their respective Affiliates and agree to indemnify, hold harmless and defend TMS, its their respective officers, managersdirectors, employeesstockholders and any successors (solely by operation of law) thereto harmless, shareholderson an after-tax basis, assigns, successors and affiliates (collectively, the "Seller's Indemnified Parties") from and against any and all Damages suffered by the Seller's Indemnified Parties (i) Losses incurred or paid as a result of or arising out of a breach the failure of any representation or inaccuracy of or failure to comply with any representation, warranty or covenant made by the Buyer in Section 3 of this Agreement to be true and correct (determined without regard to any limitation or qualification by materiality) as of the date hereof and as of the Closing Date. (c) The sole recourse and remedy of the Buyer for any inaccuracy in any representation or warranty, other than representations and warranties made in Section 2.13, made by Parent and the Seller in this Agreement which survives shall be under the Closing Date as specified provisions of and to the extent provided in this Section 8. The Buyer shall not assert any inaccuracy or seek any recourse or remedy in respect thereof other than under the provisions of this Section 8. (d) The sole recourse and remedy of Parent and the Seller for any inaccuracy in any representation or warranty made by the Buyer in this Agreement shall be under the provisions of and to the extent provided for in this Section 8. Neither Parent nor the Seller shall assert any such inaccuracy or seek any recourse or remedy in respect thereof other than under the provisions of this Section 8. (e) The obligations to indemnify and hold harmless pursuant to this Section 8.2 shall survive the consummation of the transactions contemplated by this Agreement for the time periods set forth in Section 10.11 hereof8.1, except for claims for indemnification asserted in accordance with this Agreement prior to the end of such periods, which claims shall survive until final resolution thereof. (iif) by reason The obligations of any failure the Seller and Parent to indemnify and hold harmless pursuant to this Section 8.2 and Section 8.4 and to make the payment required in Section 8.3, on the one hand, and the obligation of the Buyer to indemnify and hold harmless pursuant to this Section 8.2, on the other hand, shall each be limited to an aggregate amount of $135,000,000, and no Indemnified Party shall be entitled to recovery for Losses from the Seller and Parent pursuant to this Section 8.2 or to payment of amounts pursuant to Section 8.3, on the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Dateone hand, or (iii) arising out of or resulting to recovery for Losses from the Buyer pursuant to this Section 8.2, on the other hand, until the total amount of Losses indemnifiable and, in the case of Section 8.3, amounts payable (but for the limitations contained in this Section 8.2(f)) by the Seller and Parent or the Parent's use Buyer, as the case may be, hereunder exceeds $2,000,000 (in which case the Indemnified Party shall be entitled to recover the amount of or operation such Losses that exceeds $2,000,000); provided that the limitations set forth in this Section 8.2(f) shall not apply to Losses that arise from a breach of any of the Business related representations and warranties contained in Sections 2.2, 2.3, 2.4, 2.13(c)(iii), (vi) and (viii) and 2.24 and, solely to the Purchased Assets on or after extent that such representations and warranties relate to pre-Closing compliance with ERISA and the Closing Balance Sheet DateCode, Section 2.19. (g) For the avoidance of doubt, any claim for indemnification in respect of Losses that arise from a breach of any of the representations and warranties contained in Section 2.13 shall be governed solely by Section 9.7.

General Indemnification. (a) TMS shall Subject to Section 8.5 and the other provisions of this Article VIII, after the Closing, each of the Sellers, severally and not jointly, agrees to indemnify, defend and hold harmless and defend the Buyer and Parent, the Surviving Corporation, and each of their officers, directors and/or employees (each a “Parent Indemnitee” and together the “Parent Indemnitees”) harmless from any damages, losses, liabilities, obligations, claims of any kind, interest or expenses (including, without limitation, reasonable attorneys’ fees and expenses, but excluding punitive, exemplary, special or consequential damages, or any damages measured by lost profits or a multiple of earnings; provided, however, that the foregoing exclusions shall not apply to the extent such damages are asserted by a third party in claims for indemnification with respect to Third Party Claims) (each a “Loss” and, collectively, “Losses”) as a result of or arising out of: (i) the breach of any representation or warranty made by the Company or the Sellers in Article III (other than the breach of the Tax Representations, which shall be governed by Section 7.2) or by the applicable Seller in Article IV of this Agreement as of the date such representation or warranty was made (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date), (ii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers pursuant to this Agreement; (iii) the breach by such Seller of any of its covenants or agreements contained herein that are required to be performed after the Closing Date (other than the breach by such Seller of any covenants or agreements set forth in Article VII, which shall be governed exclusively by Section 7.2); or (iv) any Seller Expenses or Indebtedness of the Company outstanding as of the Closing to the extent not paid or satisfied by the Company at or prior to the Closing, or if paid by Parent at the Closing, in each case, to the extent not taken into account in the determination of the Closing Consideration. (b) Subject to Section 8.5 and the other provisions of this Article VIII, after the Closing, Parent agrees to indemnify, defend and hold each of the Sellers and their respective, its respective officers, managersdirectors, employees, shareholders, assigns, successors partners and affiliates members (collectively, each a “Seller Indemnitee” and together the "Buyer's Indemnified Parties"“Seller Indemnitees”) harmless from and against any and all Damages suffered by the Buyer's Indemnified Parties Loss as a result of or arising out of (i) arising out the breach of a breach any representation or inaccuracy of or failure to comply with any representation, warranty or covenant made by TMS Parent in Article V of this Agreement which survives the Closing Date as specified in Section 10.11 hereofAgreement, (ii) arising out any breach by Parent of any of its covenants or resulting from or based upon any Liabilities other than the Assumed Liabilities, (iii) arising out of or resulting from TMS' and its representatives' use of the Purchased Assets agreements contained herein that are required to be performed after the Closing Date, and (iii) any breach by the Company of any of its covenants or (iv) arising out of or resulting from or based upon agreements contained herein that are required to be performed after the Retained AssetsClosing. (bc) The Buyer and the Parent, jointly and severally, covenant and agree to indemnify, hold harmless and defend TMS, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Seller's Indemnified Parties") from and against any and all Damages suffered by the Seller's Indemnified Parties (i) arising out of a breach or inaccuracy of or failure to comply with any representation, warranty or covenant made by the Buyer or the Parent in All indemnification payments under this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) by reason of any failure of the Buyer or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related Article VIII shall be adjustments to the Purchased Assets on or after the Closing Balance Sheet DatePurchase Price except as otherwise required by applicable law.

General Indemnification. (a) TMS Subject to the other provisions of this ARTICLE IX, from and after the Closing, each Seller shall (severally but not jointly based on each Seller’s Pro Rata Share), indemnify, defend and hold harmless and defend the Buyer and each of Parent, and Merger Sub and/or their respective, its respective officers, managersdirectors, employees, shareholdersAffiliates and agents (each a “Purchaser Indemnitee”) harmless from any direct damages, assignslosses, successors liabilities, obligations, claims of any kind, interest or expenses (including reasonable attorneys’ fees and affiliates expenses) (collectively, the "Buyer's Indemnified Parties"“Loss”) from and against any and all Damages suffered by the Buyer's Indemnified Parties actually incurred as a result of (i) arising out any breach of a breach any representation or inaccuracy of or failure to comply with any representation, warranty or covenant made by TMS the Company (A) contained in this Agreement which survives ARTICLE III or (B) in the Closing Date as specified in certificate delivered pursuant to Section 10.11 hereof6.2(e), (ii) arising out any breach by any Seller of any of its covenants or resulting from or based upon any Liabilities other than the Assumed Liabilities, (iii) arising out of or resulting from TMS' and its representatives' use of the Purchased Assets agreements contained herein which are to be performed after the Closing Date, (iii) any claim made by any Seller relating to the calculations and determinations set forth on the Pre-Closing Statement of such Person’s rights with respect to the Total Merger Consideration or any part thereof or (iv) arising out the potential material liability described as “Microsoft SPLA Matter” in Section 3.16(e) of or resulting from or based upon the Retained AssetsCompany Disclosure Schedule (the “Potential Liability”). (b) The Buyer Subject to the other provisions of this ARTICLE IX, from and after the ParentClosing, jointly Parent shall, and severallyshall cause the Surviving Company to, covenant and agree to indemnify, defend and hold harmless each Seller and defend TMStheir respective Affiliates, its officers, managersdirectors, employeesemployees and agents (each a “Seller Indemnitee” and, shareholderstogether with any Purchaser Indemnitee, assignsan “Indemnified Party” and, successors and affiliates (collectively, the "Seller's “Indemnified Parties"”) harmless from and against any and all Damages suffered by the Seller's Indemnified Parties Loss actually incurred as a result of (i) arising out any breach of a breach any representation or inaccuracy of or failure to comply with any representation, warranty or covenant made by Parent or Merger Sub (A) contained in ARTICLE IV or (B) in the Buyer certificate delivered pursuant to Section 6.3(d), or the Parent in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) any breach by reason Parent or the Surviving Company (including by way of being the successor of Merger Sub and the Company) of any failure of the Buyer their respective covenants or agreements contained herein which are to be performed by Parent or the Parent to paySurviving Company, honoras applicable, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or . (iiic) arising out of or resulting from The obligations to indemnify and hold harmless pursuant to this Section 9.2 shall survive the Buyer or the Parent's use of or operation consummation of the Business related transactions contemplated hereby for the applicable period set forth in Section 9.1, except for claims for indemnification asserted in good faith prior to the Purchased Assets on or after the Closing Balance Sheet Dateend of such applicable period (which such specific claims shall survive until final resolution thereof).

General Indemnification. (a) TMS shall 12.1 Subject to the terms of Article 14 herein, Seller will defend, indemnify, protect and hold harmless and defend the Buyer and Parentits members and managers, and their respectiverespective officers, its officersdirectors, members, managers, employeesagents, shareholders, assignsrepresentatives, employees, attorneys, affiliates, beneficiaries, subsidiaries, successors and affiliates assigns (collectively, the "Buyer's Indemnified Parties"“Buyer Indemnitees”) harmless from and against any against: 12.1.1 Any and all Damages suffered by Losses related to the Buyer's Indemnified Parties (i) operation of the Property prior to the Closing Date, including, without limitation, Losses related to the Leases and the Claims pertaining to the Property arising out from acts or omissions of a Seller, its agents or employees prior to the Closing Date, including, but not limited to, all liabilities and obligations for which Seller would have been, or will be, liable had Seller not transferred the Property to Buyer pursuant to this Agreement; 12.1.2 Any and all Losses arising from any breach or inaccuracy of or failure to comply with any representationthe warranties, warranty or covenant made by TMS representations, covenants and agreements of Seller contained in this Agreement which survives are not discovered by Buyer prior to Closing; and 12.1.3 Any and all Losses arising under any brokerage agreement or relating to any claim by any broker, agent or other Person claiming a commission or other form of compensation in connection with the Closing Date transactions contemplated by this Agreement by reason of any acts of Seller. The foregoing indemnification by Seller shall survive Closing; provided that except as specified set forth in Section 10.11 hereof14.3.2 the indemnification obligation in Section 12.1.2 shall terminate on the date which is twelve (12) months after the date of Closing. 12.2 Subject to the terms of Article 14 herein, (ii) arising out of or resulting from or based upon any Liabilities other than Buyer will defend, indemnify and hold the Assumed Liabilities, (iii) arising out of or resulting from TMS' Seller and its officers, directors, members, agents, shareholders, representatives' use , employees, attorneys, affiliates, beneficiaries, subsidiaries, successors and assigns (collectively, the “Seller Indemnitees”) harmless from and against: 12.2.1 Any and all Losses related to the operation of the Purchased Assets Property on or after the Closing Date, or (iv) arising out of or resulting from or based upon the Retained Assets. (b) The Buyer and the Parentincluding, jointly and severallywithout limitation, covenant and agree to indemnify, hold harmless and defend TMS, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Seller's Indemnified Parties") from and against any and all Damages suffered by the Seller's Indemnified Parties (i) arising out of a breach or inaccuracy of or failure to comply with any representation, warranty or covenant made by the Buyer or the Parent in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) by reason of any failure of the Buyer or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business Losses related to the Purchased Assets Leases and Claims pertaining to the Property arising from acts or omissions of Buyer, its agents or employees on or after the Closing Balance Sheet Date; and 12.2.2 Any and all Losses arising from any breach of the warranties, representations, covenants and agreements of Buyer contained in this Agreement which are not discovered by Seller prior to Closing. The foregoing indemnification by Buyer shall survive Closing; provided that the indemnification obligation in Section 12.2.2 shall terminate on the date which is twelve (12) months after the date of Closing. 12.3 The indemnities set forth above are in addition to Seller’s and Buyer’s other indemnification obligations contained elsewhere in this Agreement.

General Indemnification. (ai) TMS Indemnification for the Benefit of the Company and the Purchaser by the Sellers. Following the Closing, the Sellers, jointly and severally, shall indemnifyindemnify the Purchaser and its members, hold harmless and defend the Buyer and Parent, and their respective, its officers, managersdirectors, employees, shareholdersagents, assignsrepresentatives, successors and affiliates permitted assigns and the Company (collectively, the "Buyer's Seller Indemnified Parties") from and save and hold each of them harmless against any and all Damages suffered by the Buyer's pay on behalf of or reimburse such Seller Indemnified Parties as and when incurred for any direct or indirect loss, liability, demand, claim, action, cause of action, cost, damage (i) excluding consequential damages and damages for lost profits), deficiency, Tax, penalty, fine or expense, whether or not arising out of third party claims (collectively, "Losses"), which any such Seller Indemnified Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (a) any facts or circumstances which constitute a breach of any representation or inaccuracy warranty of the Company or failure the Sellers under this Agreement, or in any of the certificates or other instruments or documents furnished by the Company or the Sellers pursuant to comply this Agreement; (b) any nonfulfillment or breach of any covenant, agreement or other provision by the Company or the Sellers under this Agreement required to be performed or complied with by the Company or the Sellers at or prior to the Closing; (c) any representationnonfulfillment or breach of any covenant, warranty agreement or covenant made other provision by TMS the Sellers under this Agreement required to be performed or complied with by the Sellers after the Closing; or (d) any claim by any Person (other than the Purchaser) with respect to, or arising as a result of, any Acquisition Proposal or Third Party Acquisition proposed prior to the Closing Date. If and to the extent any provision of this Section 9B is unenforceable for any reason, each Seller hereby agrees to make the maximum contribution to the payment and satisfaction of any Loss for which indemnification is provided for in this Agreement Section 9B which survives is permissible under applicable Laws. Notwithstanding anything contained herein, in no event shall the Closing Date as specified in Company be required to provide indemnification or contribution for any obligation of the Sellers under this Section 10.11 hereof, 9B(i). (ii) arising out of or resulting from or based upon any Liabilities other than Indemnification for the Assumed Liabilities, (iii) arising out of or resulting from TMS' and its representatives' use Benefit of the Purchased Assets after Sellers by the Closing DateCompany. Following the Closing, or (iv) arising out of or resulting from or based upon the Retained Assets. (b) The Buyer Company shall indemnify the Sellers and the Parenttheir shareholders, jointly and severally, covenant and agree to indemnify, hold harmless and defend TMS, its officers, managersdirectors, employees, shareholdersagents, assignsrepresentatives, successors and affiliates permitted assigns (collectively, the "Seller's Company Indemnified Parties") from and hold them harmless against any and all Damages suffered Losses which the Company Indemnified Parties may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (a) any facts or circumstances which constitute a breach of any representation or warranty of the Purchaser under this Agreement, or in any of the certificates or other instruments or documents furnished by the Seller's Indemnified Parties Purchaser pursuant to this Agreement; (ib) arising out any nonfulfillment or breach of a breach any covenant, agreement or inaccuracy of or failure to comply with any representation, warranty or covenant made other provision by the Buyer Purchaser under this Agreement; or the Parent in this Agreement (c) any matters which survives occur after the Closing Date as specified in Section 10.11 hereof, (ii) by reason of any failure a result of the Buyer direction or approval of the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after Board following the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related to the Purchased Assets on or after the Closing Balance Sheet Date.

General Indemnification. (a) TMS shall indemnifySubject to the other terms and conditions of this Article VIII, hold harmless the Company Securityholders shall, severally in accordance with their respective Pro Rata Escrow Shares and not jointly, indemnify and defend the Buyer and each of Parent, and their respectiveNewco, the Surviving Corporation and/or its officers, managersdirectors, employees, shareholdersAffiliates and/or agents (each a “Parent Indemnitee” and together the “Parent Indemnitees”) against, assigns, successors and affiliates (collectively, the "Buyer's Indemnified Parties") shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all Damages suffered damages, losses, liabilities, obligations, claims of any kind, interest or expenses (including reasonable attorneys’ fees and expenses) (“Losses”) incurred or sustained by, or imposed upon, the Parent Indemnitees based upon, arising out of, with respect to or by the Buyer's Indemnified Parties reason of (i) arising out any inaccuracy in or breach of a breach any representation or inaccuracy of or failure to comply with any representation, warranty or covenant made by TMS the Company contained (A) in Article III of this Agreement which survives the Closing Date as specified or (B) in any certificate delivered to Parent and Newco pursuant to Section 10.11 hereof6.2, (ii) arising out of or resulting from or based upon any Liabilities other than the Assumed Liabilities, (iii) arising out of or resulting from TMS' and its representatives' use of the Purchased Assets after the Closing Date, or (iv) arising out of or resulting from or based upon the Retained Assets. (b) The Buyer and the Parent, jointly and severally, covenant and agree to indemnify, hold harmless and defend TMS, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Seller's Indemnified Parties") from and against any and all Damages suffered breach by the Seller's Indemnified Parties (i) arising out Company of a breach its covenants or inaccuracy of or failure agreements contained herein which are to comply with any representation, warranty or covenant made be performed by the Buyer Company on or the Parent in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) by reason of any failure of the Buyer or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after before the Closing Date, or (iii) a breach of any covenant contained in Section 5.10. (b) Subject to the other terms and conditions of this Article VIII, each of Parent and the Surviving Corporation, jointly and severally, agrees to indemnify, defend and hold harmless each of the Company Securityholders as of the date of this Agreement and their respective officers, directors, employees, Affiliates and/or agents (each a “Member Indemnitee”) from any Loss suffered or paid, directly or indirectly, as a result of, in connection with, or arising out of (i) the breach of any representation or warranty made by Parent or Newco contained (A) in Article IV of this Agreement to be true and correct as of the date of this Agreement or (B) in any certificate delivered to the Company pursuant to Section 6.3, (ii) any breach by Parent or Newco of any of its covenants or agreements contained herein, and (iii) any breach by the Surviving Corporation (including by way of being the successor of Newco and the Company) of any of its covenants or agreements contained herein which are to be performed by the Surviving Corporation after the Closing Date. The foregoing notwithstanding, in no event shall the Parent or the Surviving Corporation be liable under clause (i) above for an amount in excess of the Indemnification Cap, other than a claim for a breach of a Fundamental Representation, a claim for failure to pay the full Merger Consideration or a claim for rescission of the transactions contemplated hereby. (c) The obligations to indemnify and hold harmless pursuant to Section 8.2(a) and pursuant to Section 8.2(b) shall survive the consummation of the transactions contemplated hereby for the period set forth in Section 8.1, except for claims for indemnification pursuant to such clauses asserted prior to the end of such period which claims shall survive until final resolution thereof. (d) As used herein, the term “Indemnification Claim” means a claim for indemnification by Parent or any other Parent Indemnitee or any Member Indemnitee, as the case may be, for any Loss under this Article VIII (such Person making an Indemnification Claim, an “Indemnitee”). An Indemnitee may give notice of an Indemnification Claim under this Agreement, whether for its own Loss or for Losses incurred by any other Parent Indemnitee or Member Indemnitee, as applicable, pursuant to written notice of such Indemnification Claim executed by an officer of Parent or the Member Representative, as applicable (a “Notice of Claim”), and delivered to the Member Representative or Parent, as applicable (such receiving party, the “Indemnitor”), promptly after such Indemnitee becomes aware of the existence of any potential claim by such Indemnitee for indemnification under this Article VIII, but in any event before the Escrow Release Date, arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related to the Purchased Assets on or after the Closing Balance Sheet Date.from:

General Indemnification. (a) TMS shall Subject to the other provisions of this Article 10, each Seller shall, severally but not jointly based on each Seller’s Pro Rata Share, indemnify, defend and hold harmless each of Purchaser and defend the Buyer and Parent, Company and their respective, its respective officers, managersdirectors, employees, shareholderspartners, assignsstockholders, Affiliates, agents and representatives, and each of the heirs, executors, successors and affiliates assigns of any of the foregoing (each a “Purchaser Indemnitee”) harmless from any damages, losses, liabilities, obligations, claims of any kind, interest or expenses (including reasonable attorneys’ fees and expenses) (collectively, the "Buyer's Indemnified Parties"“Losses”) from and against any and all Damages suffered by the Buyer's Indemnified Parties incurred that arise out of or result, directly or indirectly, from: (i) arising out any breach of a breach any representation or inaccuracy of or failure to comply with any representation, warranty or covenant made by TMS the Company, the Sellers or the Representative (A) contained in this Agreement which survives or (B) in any certificate or other instrument or document delivered by the Closing Date Company to Purchaser pursuant to this Agreement (provided that for the purposes of the foregoing clause (i), qualifications as specified to materiality, Company Material Adverse Effect or other qualifiers of similar import contained in such representations and warranties (x) shall not be given effect for purposes of calculating any Losses for all such representations and warranties other than in Section 10.11 hereof4.12 and (y) shall not be given effect for determining whether a breach has occurred of or for purposes of calculating any Losses for the representations and warranties in Section 4.12), (ii) arising out any breach by the Sellers, the Company or the Representative of any of their respective covenants or resulting from or based upon any Liabilities other than the Assumed Liabilitiesagreements contained herein, (iii) arising out of or resulting from TMS' any and its representatives' use all Losses with respect to Pre-Closing Taxes of the Purchased Assets Company, (iv) any claims by any Person after the Closing Datefor payment relating to equity securities of the Company immediately prior to the Closing, (v) any Indebtedness of the Company that is not included in Closing Indebtedness, and (vi) any Seller Expenses not taken into account in the Estimated Consideration or (iv) arising out of or resulting from or based upon the Retained AssetsFinal Consideration. (b) The Buyer Subject to the other provisions of this Article 10, Purchaser shall, and shall cause the ParentCompany to, jointly and severally, covenant and agree to indemnify, defend and hold harmless each Seller and defend TMStheir respective Affiliates, its officers, managersdirectors, employees, shareholderspartners, assignsstockholders, agents and representatives, and each of the heirs, executors, successors and affiliates assigns of any of the foregoing (collectivelyeach a “Seller Indemnitee”) harmless from any Loss incurred that arises out of or results, the "Seller's Indemnified Parties") directly or indirectly, from and against any and all Damages suffered by the Seller's Indemnified Parties (i) arising out any breach of a breach any representation or inaccuracy of or failure to comply with any representation, warranty or covenant made by the Buyer or the Parent Purchaser (A) contained in this Agreement which survives or (B) in any certificate or other instrument or document delivered by Purchaser to the Closing Date as specified in Section 10.11 hereofCompany or the Representative pursuant to this Agreement, and (ii) any breach by reason Purchaser of any failure of its covenants or agreements contained herein. (c) The obligations to indemnify and hold harmless pursuant to this Section 10.2 shall survive the consummation of the Buyer or transactions contemplated hereby for the Parent to payapplicable periods set forth in Section 10.1, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related except for claims for indemnification asserted prior to the Purchased Assets on or after the Closing Balance Sheet Dateend of an applicable period (which claims shall survive until final resolution thereof).

General Indemnification. (a) TMS shall indemnify, Each of CND and the Shareholders hereby jointly and severally agree to indemnify and hold harmless the Purchaser and defend the Buyer and Parent, its Affiliates and their respectiverespective directors, its officers, managers, employees, shareholders, assignsagents, successors and affiliates assigns (collectively, the "Buyer's Purchaser Indemnified Parties") from and against and in respect of any and all Damages suffered by the Buyer's Indemnified Parties Losses resulting from, arising out of, based on or relating to: (i) arising out the failure of a breach any representation or inaccuracy warranty of or failure to comply with any representation, warranty or covenant made by TMS CND set forth in this Agreement, any Seller Document or any certificate or instrument delivered by or on behalf of CND pursuant to this Agreement which survives to be true and correct in all respects both on the date hereof and on and as of the Closing Date as specified in Section 10.11 hereof, Date; (ii) arising out the breach of any covenant or resulting from other agreement on the part of CND and the Shareholders under this Agreement or based upon any Liabilities other than the Assumed Liabilities, Seller Document; (iii) arising out of or resulting from TMS' and its representatives' use of the Purchased Assets after the Closing Date, or any Excluded Liabilities; or (iv) arising out of the Excluded Assets or resulting from the ownership, operation, lease or based upon the Retained Assetsuse thereof, or any action taken with respect thereto, by CND or any other Person. (b) The Buyer Purchaser hereby agrees to indemnify and the Parent, jointly and severally, covenant and agree to indemnify, hold harmless CND and defend TMSits Affiliates, its and their respective directors, officers, managers, employees, shareholders, assignsagents, successors and affiliates (collectively, the "Seller's Indemnified Parties") assigns from and against and in respect of any and all Damages suffered by the Seller's Indemnified Parties Losses resulting from, arising out of, based on or relating to: (i) arising out the failure of any representation or warranty of the Purchaser set forth in this Agreement or any Purchaser Document or any certificate and instrument delivered by or on behalf of the Purchaser pursuant to this Agreement, to be true and correct in all respects both on the date hereof and on and as of the Closing Date; (ii) the breach of any covenant or other agreement on the part of the Purchaser under this Agreement or any Purchaser Document; or (iii) any Assumed Liabilities. (c) Notwithstanding any other provision to this Section 9.2, the liability for a breach of the Non-Competition Agreement or inaccuracy of or failure to comply with any representation, warranty or covenant made by the Buyer or the Parent in this Agreement which survives the Closing Date as specified representation set forth in Section 10.11 hereof, (ii) 4.30 hereof by reason of any failure of the Buyer or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related Shareholder shall be limited to the Purchased Assets on or after the Closing Balance Sheet Datebreaching Shareholder.

General Indemnification. (a) TMS shall indemnify, Each of ABC and the Shareholder hereby jointly and severally agree to indemnify and hold harmless the Purchaser and defend the Buyer and Parent, its Affiliates and their respectiverespective directors, its officers, managers, employees, shareholders, assignsagents, successors and affiliates assigns (collectively, the "Buyer's Purchaser Indemnified Parties") from and against and in respect of any and all Damages suffered by the Buyer's Indemnified Parties Losses resulting from, arising out of, based on or relating to: (i) arising out the failure of a breach any representation or inaccuracy warranty of ABC or failure to comply with any representation, warranty or covenant made by TMS the Shareholder set forth in this Agreement, any Seller Document or any certificate or instrument delivered by or on behalf of ABC or the Shareholder pursuant to this Agreement which survives (other than the Underground Storage Tank Report prepared by Engineering Science, Inc. dated April 21, 1989, and the No Further Action Letter from the Ohio Department of Commerce to Edward Kowit, dated Sept. 17, 1992), to be true and correct in ▇▇▇ ▇▇▇▇ects both on the date hereof and on and as of the Closing Date as specified in Section 10.11 hereof, Date; (ii) arising out the breach of any covenant or resulting from other agreement on the part of ABC or based upon the Shareholder under this Agreement or any Liabilities other than the Assumed Liabilities, Seller Document; (iii) arising out any Excluded Liability; (iv) (A) any Release of Hazardous Materials in, on, at, or from the Company Properties which first occurred, or resulted from operations occurring, as of or prior to the Closing but only to the extent that any such Release was not the result of or exacerbated by the knowing or grossly negligent acts or omissions of Purchaser, its agents, employees, contractors, tenants, Affiliates, assigns or invitees; (B) any tort liability to third parties, including, without limitation, liability resulting from TMS' and exposure to Hazardous Materials, to the extent that such liability is the result of any Release at the Company Properties which first occurred at the Company Properties as of or prior to the Closing but only to the extent that any such tort liability is not the result of or exacerbated by the knowing or grossly negligent act or omissions of Purchaser, its representatives' use agents, employees, contractors, tenants, Affiliates, assigns or invitees; (C) notification or designation under any Environmental Law as a potentially responsible party for offsite disposal of Hazardous Materials by ABC, which disposal occurred as of or prior to the Closing, or the listing of any asset of ABC on the CERCLA National Priorities List or any similar list under any Environmental Law as a result of disposal of Hazardous Materials by ABC as of or prior to the Closing; or (D) any violation of Environmental Laws, in effect at the time of the Purchased Assets after violation, that first occurred or resulted from operations by ABC or at Company Properties occurring as of or prior to the Closing Date; (v) the failure of ABC to have obtained, prior to Closing, the consent of the lessor of the Bedford Property to the assignment to Purchaser of the lease covering the Bedford Property; or (vi) the Excluded Assets or the ownership, operation, lease or use thereof, or (iv) arising out of any action taken with respect thereto, by ABC or resulting from or based upon the Retained Assetsany other Person. (b) The Buyer Purchaser hereby agrees to indemnify and the Parent, jointly and severally, covenant and agree to indemnify, hold harmless ABC and defend TMSits Affiliates, its and their respective directors, officers, managers, employees, shareholders, assignsagents, successors and affiliates assigns (collectively, the "Seller's Seller Indemnified Parties") from and against and in respect of any and all Damages suffered by the Seller's Indemnified Parties Losses resulting from, arising out of, based on or relating to: (i) arising out the failure of a breach any representation or inaccuracy warranty of or failure to comply with any representation, warranty or covenant made by the Buyer or the Parent Purchaser set forth in this Agreement which survives or any Purchaser Document or any certificate and instrument delivered by or on behalf of the Purchaser pursuant to this Agreement, to be true and correct in all respects both on the date hereof and on and as of the Closing Date as specified in Section 10.11 hereof, Date; (ii) by reason the breach of any failure covenant or other agreement on the part of the Buyer Purchaser under this Agreement or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or any Purchaser Document; or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related to the Purchased Assets on or after the Closing Balance Sheet Dateany Assumed Liabilities.

General Indemnification. (a) TMS COMPANY shall indemnifydefend, indemnify and hold harmless and defend the Buyer and ParentMorphoSys, its Affiliates, and their respectiverespective directors, its officers, managers, employees, shareholders, assigns, successors and affiliates agents (collectively, the "Buyer's Indemnified PartiesMorphoSys Indemnitees") from and against any and all Damages suffered by Losses in connection with any Third Party Claim to the Buyer's Indemnified Parties extent arising from or occurring as a result of or in connection with: (i) arising out COMPANY’s, its Affiliates’ or its Sublicensees’ exercise of a breach rights under this Agreement, including the Development, storage, handling, use, Commercialization, or inaccuracy importation of any Licensed Antibody or failure to comply with Product by COMPANY or any representation, warranty of its Affiliates or covenant made by TMS Sublicensees in this Agreement which survives or for the Closing Date as specified in Section 10.11 hereofCOMPANY Territory, (ii) arising out COMPANY’s, its Affiliates’ or Sublicensees’ exercise of the rights granted under this Agreement with respect to the Co-Commercialization Territory, including the Co-Commercialization of any Licensed Antibody or resulting from Product by COMPANY or based upon any Liabilities other than of its Affiliates or Sublicensees in or for the Assumed LiabilitiesCo-Commercialization Territory, (iii) arising out any breach by COMPANY of its representations, warranties, covenants or resulting from TMS' and its representatives' use of the Purchased Assets after the Closing Dateobligations under this Agreement, or (iv) arising out the gross negligence or wilful misconduct of or resulting from or based upon the Retained Assets. (b) The Buyer and the Parentany COMPANY Indemnitee; provided, jointly and severallyhowever, covenant and agree with regards to indemnify, hold harmless and defend TMS, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Seller's Indemnified Parties") from and against any and all Damages suffered by the Seller's Indemnified Parties (i) arising out of a breach or inaccuracy of or failure through (iv) above, excluding [***] (which, for clarity, shall be governed solely by Section 14.214.1(b) and (c)) and except to the extent that MorphoSys has an indemnification obligation pursuant to Section 14.1 for such Loss and provided that MorphoSys Indemnitees comply with any representation, warranty or covenant made by the Buyer or the Parent in this Agreement which survives the Closing Date as specified procedure set forth in Section 10.11 hereof, (ii) by reason of any failure of the Buyer or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related to the Purchased Assets on or after the Closing Balance Sheet Date14.3.

General Indemnification. From and after the Effective Time, subject to the other provisions of this Article 10, each Seller (atogether with his, her or its successors, heirs and assigns, a “Seller Indemnitor”) TMS shall shall, severally but not jointly based on each Seller’s Pro Rata Share, indemnify, defend and hold harmless and defend the Buyer and each of Parent, Merger Sub, the Company, the Surviving Corporation and their respective, its respective officers, managersdirectors, employees, partners, shareholders, assignsAffiliates, agents and representatives, and any successors or assigns of any of the foregoing (each, a “Purchaser Indemnitee”), harmless from any damages, losses, liabilities, Taxes, obligations, claims of any kind, judgments, awards, penalties, costs interest or expenses (including reasonable attorneys’ fees, other professionals’ and affiliates experts’ fees, costs of investigation and court costs (including such fees and costs incurred in connection with investigating, defending against or settling any Third Party Claim or in connection with enforcing the provisions of this Article 10)) (collectively, the "Buyer's Indemnified Parties"“Losses”) incurred or suffered that, directly or indirectly, arise out of, result from and against any and all Damages suffered by the Buyer's Indemnified Parties or are in connection with: (i) arising out any breach of a breach any representation or inaccuracy of or failure warranty (other than those relating to comply with any representationTaxes, warranty or covenant which shall be governed by Section 7.2) made by TMS the Company or the Sellers (A) contained in this Agreement which survives or (B) in any certificate or other instrument or document delivered by the Closing Date Company to Parent and Merger Sub pursuant to this Agreement (provided that for the purposes of the foregoing clause (i), qualifications as specified to material, materiality, Company Material Adverse Effect or other qualifiers of similar import contained in Section 10.11 hereofsuch representations and warranties shall not be given effect for purposes of calculating any Losses or for determining whether a breach of such representations and warranties has occurred), (ii) arising out any breach by the Company of the Sellers prior to the Closing of any of their respective covenants, obligations or resulting from or based upon any Liabilities agreements contained herein (other than the Assumed Liabilitiesthose relating to Taxes, which shall be governed by Section 7.2), (iii) any payment in respect of Dissenter Shares in excess of the consideration that otherwise would have been payable in respect of such Dissenter Shares in accordance with this Agreement had such Sellers not pursued their rights to dissent under Washington Law, and any costs or expenses (including reasonable attorneys’ fees) in connection with any Proceeding in respect of any Dissenter Shares; (iv) the failure of any item set forth in the Merger Consideration Allocation Schedule to be accurate, true and correct in all respects as of the Closing; (v) any claims by (x) any Seller relating to or arising out of the misallocation of Merger Consideration among the Sellers by the Company (including payments made by Parent or the Surviving Corporation in accordance with the Merger Consideration Allocation Schedule) and (y) any Person after the Effective Time for payment relating to equity securities of Company issued and outstanding immediately prior to the Effective Time (including the Eligible Options), (vi) any Indebtedness of the Company outstanding as of the Adjustment Time to the extent not taken into account in the calculation of the Estimated Merger Consideration or Final Merger Consideration or addressed in connection with the resolution of any Notice of Disagreement in accordance with Section 2.10(b)(ii), (vii) any Seller Expenses not taken into account in the calculation of the Estimated Merger Consideration or the Final Merger Consideration or addressed in connection with the resolution of any Notice of Disagreement in accordance with Section 2.10(b)(ii), (viii) any retention amount paid by Parent or the Surviving Corporation under the Company D&O Tail Policy, and/or (ix) any fraud or intentional misrepresentation by or on behalf of the Company or any Seller (a “Fraud Claim”). None of Parent, Merger Sub or the Surviving Corporation shall have any liability with respect to the allocation of proceeds to the former holders of Capital Stock and the former holders of Company Options resulting from TMS' and its representatives' use of the Purchased Assets after the Closing Date, or (iv) arising out of or resulting from or based upon the Retained Assetsany payments made to such former holders pursuant to this Agreement. (b) The Buyer and the Parent, jointly and severally, covenant and agree to indemnify, hold harmless and defend TMS, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Seller's Indemnified Parties") from and against any and all Damages suffered by the Seller's Indemnified Parties (i) arising out of a breach or inaccuracy of or failure to comply with any representation, warranty or covenant made by the Buyer or the Parent in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) by reason of any failure of the Buyer or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related to the Purchased Assets on or after the Closing Balance Sheet Date.

General Indemnification. (a) TMS shall Subject to SECTIONS 9.1 and 9.2, the Sellers or the Shareholders, as applicable, agree to indemnify, defend and hold harmless the Purchaser and defend the Buyer and Parent, its Affiliates and their respectiverespective directors, its officers, managerspartners, employees, shareholders, assigns, successors agents and affiliates (collectively, the "Buyer's Indemnified Parties") representatives from and against any and all Damages suffered by Indemnifiable Losses to the Buyer's Indemnified Parties extent relating to, resulting from or arising out of: (i) arising out any breach of a breach representation or inaccuracy warranty of the Sellers, or failure to comply with any representationthe Shareholders, warranty or covenant made by TMS in as applicable, under the terms of this Agreement which survives the Closing Date as specified in Section 10.11 hereof, or any other Seller Document; and (ii) arising out any breach or nonfulfillment of or resulting from or based upon any Liabilities agreement (other than the Assumed Liabilities, (iiirepresentations and warranties) arising out of or resulting from TMS' and its representatives' use covenant of the Purchased Assets after Sellers or the Closing DateShareholders, as applicable, under the terms of this Agreement or (iv) arising out of or resulting from or based upon the Retained Assetsany other Seller Document. (b) The Buyer Subject to SECTIONS 9.1 and 9.2, the Parent, jointly and severally, covenant and agree Purchaser agrees to indemnify, defend and hold harmless the Sellers and defend TMStheir Affiliates and their respective directors, its officers, managerspartners, employees, shareholders, assigns, successors and affiliates (collectively, the "Seller's Indemnified Parties") agents or representatives from and against any and all Damages suffered by Indemnifiable Losses to the Seller's Indemnified Parties extent relating to, resulting from or arising out of: (i) arising out any breach of representation or warranty of the Purchaser under the terms of this Agreement or any other Purchaser Document; and (ii) any breach or nonfulfillment of any agreement (other than representations and warranties) or covenant of the Purchaser under the terms of this Agreement or any other Purchaser Document. (c) For purposes of indemnification under this SECTION 9.3, any breach of any representation or warranty by any Seller or by the Purchaser of any fact or set of facts in the representations and warranties contained in this Agreement shall be deemed to constitute a breach of such representation or inaccuracy of warranty, notwithstanding any limitation or failure qualification as to comply with any materiality set forth in such representation, warranty or covenant made by certificate on the Buyer scope, accuracy or completeness thereof, it being the Parent in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) by reason of any failure intention of the Buyer or parties that any Indemnitee shall, subject to the Parent to payprovisions of this ARTICLE IX, honor, perform or otherwise discharge the Assumed Liabilities on be indemnified and after the Closing Date, or (iii) arising out of held harmless from and against any Indemnifiable Losses caused by or resulting from the Buyer failure of any such representation, warranty or certificate to be true, correct and complete in any respect, or the Parent's use failure of any Seller or operation the Purchaser or any of the Business related their respective Affiliates to the Purchased Assets on duly and punctually perform any covenant, agreement or after the Closing Balance Sheet Dateundertaking contained in this Agreement.

General Indemnification. The Company shall indemnify, defend and hold Purchaser and each of its respective officers, directors, partners, managing directors, Affiliates, employees, agents, consultants, representatives, successors and assigns (each a "Purchaser Indemnitee") harmless from and against all Losses incurred or suffered by a Purchaser Indemnitee arising out of, relating to or resulting from (i) any breach of any of the representations or warranties made by the Company in this Agreement or in any certificate or other instrument delivered pursuant hereto including, without limitation, the Transaction Documents, and (ii) any breach of any of the covenants or agreements made by the Company in this Agreement or in any certificate or other instrument delivered pursuant hereto including, without limitation, the Transaction Documents. Purchaser shall indemnify, defend and hold the Company, its Affiliates, and each of their respective officers, directors, employees, agents, consultants, representatives, successors and assigns harmless against all Losses arising from the breach of any of the covenants or agreements of the Purchaser in this Agreement or in any certificate or other instrument delivered pursuant hereto including, without limitation, the Transaction Documents. Notwithstanding anything to the contrary in this Agreement, (a) TMS shall indemnify, hold harmless and defend the Buyer and Parent, and their respective, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Buyer's Indemnified Parties") from and against any and all Damages suffered payments by the Buyer's Indemnified Parties Company pursuant to this Section 11 with respect to breach of representations or warranties shall be limited to, in the aggregate, an amount equal to the aggregate principal amount of the Notes when issued (ithe "Cap"), which Cap shall be reduced by and to the extent that the Second Note and Third Note are redeemed or paid (other than by way of conversion), and no indemnification payment by the Company with respect to any such Losses otherwise payable hereunder shall be payable until such time as all such Losses (exclusive of attorneys' fees or other expenses of investigation or defense) shall aggregate to more than $250,000, and then only to the extent that such Losses, in the aggregate, exceed such amount; provided that neither of the foregoing limitations on indemnity shall apply to or count Losses arising out with respect to (A) the breaches of the representations and warranties in Section 3.11 as they relate to Taxes or to (B) the matters set forth in Section 11.4; and (b) the Company shall not be liable for any Losses incurred by the Purchaser as a result of a breach or inaccuracy of or failure to comply with any representation, warranty or covenant made by TMS in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) arising out of or resulting from or based upon any Liabilities other than the Assumed Liabilities, (iii) arising out of or resulting from TMS' and its representatives' use of the Purchased Assets after representation and warranty set forth in the Closing Datelast two sentences of Section 3.3, or (iv) arising out to the extent that such Losses are eliminated as a result of or resulting from or based upon the Retained Assets. (b) The Buyer and the Parent, jointly and severally, covenant and agree a purchase price adjustment pursuant to indemnify, hold harmless and defend TMS, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectivelySection 2.4. In determining whether a Purchaser Indemnitee is entitled to recover under this Section 11 for any Losses, the "Seller's Indemnified Parties") from representations and against any and all Damages suffered by the Seller's Indemnified Parties (i) arising out of a breach or inaccuracy of or failure to comply with any representation, warranty or covenant made by the Buyer or the Parent in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) by reason of any failure warranties of the Buyer Company shall not be deemed qualified by any references to materiality contained therein and any breaches thereof shall be determined without regard to whether such breach constitutes a Material Adverse Effect or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related to the Purchased Assets on or after the Closing Balance Sheet DateMaterial Adverse Change.

General Indemnification. (a) TMS shall Subject to the provisions of this Article 8, from and after the Closing Date, Seller hereby agrees to indemnify, defend and hold harmless and defend the Buyer and Parentall of Buyer’s Affiliates and each of their respective directors, and their respective, its officers, managers, employees, shareholdersagents, assignsequity holders, successors and affiliates assigns (each, a “Buyer Indemnified Party” and, collectively, the "Buyer's “Buyer Indemnified Parties") ”), from and against any and all Damages Losses incurred or suffered by such Buyer Indemnified Party arising out of, based upon or resulting from any of the Buyer's Indemnified Parties following: (i) arising out any breach of a breach any representation or inaccuracy of warranty contained in or failure referred to comply with any representation, warranty or covenant made by TMS in this Agreement which survives Article 3 (other than the Closing Date as specified representations and warranties contained in Section 10.11 hereof3.18, which shall solely be addressed by Section 8.4 below) or Article 4; (ii) arising out (A) any breach by Seller or the Corporation of, or any failure of Seller to perform, any of the covenants, agreements or resulting from obligations contained in or based upon made pursuant to this Agreement, (B) any Liabilities other than breach by the Assumed LiabilitiesCorporation of, or any failure by the Corporation to perform, any of the pre-Closing covenants, agreements or obligations of the Corporation contained in or made pursuant to this Agreement, and (C) any misstatement in any On-boarding Certificate delivered by Seller to Buyer pursuant to Section 2.6(a); or (iii) arising out any Transaction Expenses. (b) Subject to the provisions of or resulting this Article 8, from TMS' and its representatives' use of the Purchased Assets after the Closing Date, or (iv) arising out of or resulting from or based upon the Retained Assets. (b) The Buyer and the Parent, jointly and severally, covenant and agree hereby agrees to indemnify, defend and hold harmless Seller and defend TMSits Affiliates, its and each of their respective directors, officers, managers, employees, shareholdersagents, assignsequity holders, successors and affiliates assigns (each, a “Seller Indemnified Party” and, collectively, the "Seller's “Seller Indemnified Parties") ”), from and against any and all Damages Losses incurred or suffered by Seller Indemnified Party arising out of, based upon or resulting from any of the Seller's Indemnified Parties following: (i) arising out any breach of a breach any representation or inaccuracy of warranty contained in or failure referred to comply with any representation, warranty or covenant made by the Buyer or the Parent in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, Article 5; (ii) any breach by reason of Buyer of, or any failure of Buyer to perform, any of the Buyer covenants, agreements or the Parent obligations contained in or made pursuant to pay, honor, perform or otherwise discharge the Assumed Liabilities on and this Agreement; or (iii) any Business operations conducted after the Closing Date. (c) If a Person entitled to indemnification under this Article 8 (the “Indemnified Party”) shall incur or suffer (or have grounds to believe that it may incur or suffer) any Losses in respect of which indemnification may be sought under this Article 8 against the Person required to provide indemnification under this Article 8 (each, the “Indemnifying Party”), the Indemnified Party shall assert a claim for indemnification by promptly providing a written notice (the “Notice of Loss”) to the Indemnifying Party stating, in reasonable detail, the nature and basis of such Notice of Loss. The Notice of Loss shall be provided to the Indemnifying Party as soon as practicable after the Indemnified Party becomes aware that it has incurred or suffered a Loss. Notwithstanding the foregoing but subject to Section 8.2, any failure to provide a Notice of Loss in a timely manner as aforesaid, shall not relieve any Indemnifying Party from any Liability that it may have to the Indemnified Party under this Section 8.1 except to the extent that the ability of such Indemnifying Party to defend such claim is materially prejudiced by the Indemnified Party’s failure to give such Notice of Loss. If the Notice of Loss relates to a Third Party Claim, the procedures set forth in Section 8.1(d) shall apply. If the Notice of Loss does not relate to a Third Party Claim, the Indemnifying Party shall have thirty (30) days from the date of receipt of such Notice of Loss to object to any of the subject matter and any of the amounts of the Losses set forth in the Notice of Loss, as the case may be, by delivering written notice of objection thereof to the Indemnified Party. If the Indemnifying Party fails to send a notice of objection to the Notice of Loss within such 30 day period, the Indemnifying Party shall be deemed to have agreed to the Notice of Loss and shall be obligated to pay to the Indemnified Party the portion of the amount specified in the Notice of Loss to which the Indemnifying Party has not objected. If the Indemnifying Party sends a timely notice of objection, the Indemnifying Party and the Indemnified Party shall use their commercially reasonable efforts to settle (without an obligation to settle) such claim for indemnification. If the Indemnifying Party and the Indemnified Party do not settle such dispute within thirty (30) days after the Indemnified Party’s receipt of the Indemnifying Party’s notice of objection, the Indemnifying Party and the Indemnified Party shall be entitled to seek enforcement of their respective rights under this Article 8. (d) Promptly after receipt by an Indemnified Party of notice of the assertion of any claim or the commencement of any action, suit or proceeding by a third party (a “Third Party Claim”) in respect of which the Indemnified Party shall seek indemnification hereunder, the Indemnified Party shall so notify in writing the Indemnifying Party, but subject to Section 8.2 any failure so to timely notify the Indemnifying Party shall not relieve the Indemnifying Party from any Liability that it may have to the Indemnified Party under this Section 8.1 except to the extent that the ability of the Indemnifying Party to defend the Third Party Claim is materially prejudiced by the Indemnified Party’s failure to timely give such notice. In no event shall the Indemnified Party admit any Liability with respect to such Third Party Claim or settle, compromise, pay or discharge such Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnifying Party shall have the right to assume the defense (at the expense of the Indemnifying Party) of any such claim through counsel chosen by the Indemnifying Party by notifying the Indemnified Party within thirty (30) days after the receipt by the Indemnifying Party of such notice from the Indemnified Party; provided, that any such counsel shall be reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing sentence, the Indemnified Party shall not be required to relinquish control of such defense to the Indemnifying Party and the Indemnified Party may subsequently reassert control over such defense in the event that the Indemnifying Party does not conduct the defense of the Claim in good faith and in a commercially reasonable manner. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party; provided, that the Indemnified Party shall have the right to employ counsel to represent it at the expense of the Indemnifying Party (subject to the limitations contained herein) if there are one or more legal defenses available to the Indemnified Party that are different from or additional to those available to any Indemnifying Party or if there is otherwise a potential conflict between the interests of the Indemnified Party and any Indemnifying Party. The Indemnifying Party and the Indemnified Party each shall render to the other party such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such claim, which assistance shall include, to the extent reasonably requested by a party, the retention, and the provision to such party, of records and information reasonably relevant to such Third Party Claim, and making employees of the other party available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. All communications between any party and counsel responsible for or participating in the defense of any Third Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client privilege. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may not settle, compromise, or (iii) arising out offer to settle or compromise, or otherwise dispose of or resulting from any Third Party Claim without the Buyer or the Parent's use of or operation prior written consent of the Business related Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed unless such settlement includes only the payment of monetary damages (which are fully paid by the Indemnifying Party), does not impose any injunctive or equitable relief upon the Indemnified Party, does not require any admission or acknowledgment of liability or fault of the Indemnified Party and contains an unconditional release of the Indemnified Party in respect of such claim. Neither the Indemnified Party nor any of its Affiliates may settle, compromise, or offer to settle or compromise, or otherwise dispose of any Third Party Claim for which the Indemnifying Party may have a Liability under this Agreement without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. (e) After written notice by the Indemnifying Party to the Purchased Assets on Indemnified Party of the election by the Indemnifying Party to assume control of the defense of a Third Party Claim, the Indemnifying Party shall not be liable to such Indemnified Party hereunder for any costs or fees subsequently incurred by such Indemnified Party in connection with the defense thereof, except if the Indemnified Party has the right to employ counsel to represent it at the expense of the Indemnifying Party as set forth in Section 8.1(d) and subject to the limitations contained herein. If the Indemnifying Party does not assume control of the defense of such Third Party Claim within thirty (30) days after the Closing Balance Sheet Datereceipt by the Indemnifying Party of the notice required pursuant to Section 8.1(d) as provided above, the Indemnified Party shall have the right to defend such claim in such manner as it may reasonably deem appropriate at the reasonable cost and expense of the Indemnifying Party, subject to the limitations contained herein. The party controlling the defense of any Third Party Claim shall in any event defend any such matters vigorously and in good faith. (f) Notwithstanding anything to the contrary contained in this Section 8.1, to the extent there is any inconsistency between Section 8.1 and Section 8.5 as to any Tax Claim, Section 8.5 shall control.

General Indemnification. (a) TMS Lessee shall indemnify, hold harmless and defend the Buyer and Parentpay, and their respectiveshall indemnify and hold Lessor harmless on an after-tax basis from and against, its officersany and all liabilities, managerscauses of action, employeesclaims, shareholderssuits, assignspenalties, successors damages, losses, costs or expenses (including attorneys’ fees), obligations, liabilities, demands and affiliates judgments, and Liens, of any nature whatsoever (collectively, the "Buyer's Indemnified Parties") from and against any and all Damages suffered by the Buyer's Indemnified Parties (i) arising out of a breach or inaccuracy of or failure to comply with any representation, warranty or covenant made by TMS in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii“Liability”) arising out of or resulting from in any way related to: (a) this Lease or based upon any Liabilities other than written agreement entered into in connection with the Assumed Liabilitiestransactions contemplated hereby and thereby (including, without limitation, a Purchase Agreement, if any) or any amendment, waiver or modification of any of the foregoing or the enforcement of any of the terms hereof or any of the foregoing, (iiib) the manufacture, purchase, ownership, selection, acceptance, rejection, possession, lease, sublease, operation, use, maintenance, documenting, inspection, control, loss, damage, destruction, removal, storage, surrender, sale, use, condition, delivery, nondelivery, return or other disposition of or any other matter relating to any Item of Equipment or any part or portion thereof (including, in each case and without limitation, latent or other defects, whether or not discoverable, any claim for patent, trademark or copyright infringement and any and all Liabilities in any way relating to or arising out of injury to persons, properties or resulting from TMS' and its representatives' use of the Purchased Assets after the Closing Date, environment or (iv) arising out of or resulting from or based upon the Retained Assets. (b) The Buyer and the Parent, jointly and severally, covenant and agree to indemnify, hold harmless and defend TMS, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Seller's Indemnified Parties") from and against any and all Damages suffered by Liabilities based on strict liability in tort, negligence, breach of warranties or violations of any regulatory law or requirement, (c) a failure to comply fully with any Environmental Law with respect to the Seller's Indemnified Parties Equipment or its operation or use, and (d) Lessee’s failure to perform any covenant, or breach of any representation or warranty, hereunder; provided, that the foregoing indemnity shall not extend to the Liabilities to the extent resulting solely from the gross negligence or willful misconduct of Lessor. Lessee shall deliver promptly to Lessor (i) arising out copies of a breach any documents received from the United States Environmental Protection Agency or inaccuracy of any state, county or failure to comply with any representation, warranty municipal environmental or covenant made by the Buyer or the Parent in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, health agency and (ii) by reason copies of any failure documents submitted by Lessee or any of the Buyer or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related its subsidiaries to the Purchased Assets on United States Environmental Protection Agency or after any state, county or municipal environmental or health agency concerning the Closing Balance Sheet Date.Equipment or its operation. – 12 –

General Indemnification. (a) TMS shall 8.1 Subject to Clause 8.5, Vendor agrees to indemnify, defend and hold harmless the Purchaser (and defend the Buyer and Parentits directors, and their respective, its officers, managers, employees, shareholdersagents, assignsrepresentatives, Affiliates, successors and affiliates (collectively, the "Buyer's Indemnified Parties"assigns) from and against any all losses, liabilities, damages, deficiencies, demands, claims, actions, judgments or causes of action, assessments, costs or expenses (including, without limitation, interest, penalties and all Damages suffered by the Buyer's Indemnified Parties (ireasonable legal fees and disbursements) arising out of a breach or inaccuracy of or failure to comply with any representationbased upon, warranty or covenant made by TMS in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) arising out of or resulting otherwise in respect of any material inaccuracy in or any material breach of any representation, warranty, covenant or agreement of the Vendor contained in this Agreement or in any documents delivered pursuant to this Agreement. 8.2 Subject to Clause 8.5, the Purchaser agrees to indemnify, defend and hold harmless the Vendor (and its directors, officers, employees, agents, representatives, Affiliates, successors and assigns) from and against all losses, liabilities, damages, deficiencies, demands, claims, actions, judgments or causes of action, assessments, costs or expenses (including, without limitation, interest, penalties and reasonable legal fees and disbursements) based upon any Liabilities other than the Assumed Liabilitiesupon, (iii) arising out of or resulting from TMS' and its representatives' use otherwise in respect of the Purchased Assets after the Closing Date, any material inaccuracy in or (iv) arising out any material breach of or resulting from or based upon the Retained Assets. (b) The Buyer and the Parent, jointly and severally, covenant and agree to indemnify, hold harmless and defend TMS, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Seller's Indemnified Parties") from and against any and all Damages suffered by the Seller's Indemnified Parties (i) arising out of a breach or inaccuracy of or failure to comply with any representation, warranty warranty, covenant or covenant made by agreement of the Buyer or the Parent Purchaser contained in this Agreement which survives the Closing Date as specified or in Section 10.11 hereofany documents delivered pursuant to this Agreement. 8.3 The right of a Party to indemnification, (ii) by reason of any failure payment, reimbursement, or other remedy based upon such representations, warranty, covenant, or obligations of the Buyer other Party will not be affected by the Due Diligence Investigations conducted or any knowledge acquired at any time by the Parent to payformer Party, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related to the Purchased Assets on whether before or after the Closing Balance Sheet execution and delivery of this Agreement or the Completion Date, with respect to the accuracy or inaccuracy of, or compliance with, such representation, warranty, covenant, or obligation. 8.4 For the avoidance of doubt, the indemnity provided by a Party pursuant to this Clause 8 shall not be limited by any pre-existing knowledge of the other Party of any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the former Party contained in this Agreement or in any documents delivered pursuant to this Agreement, whether or not such inaccuracy or breach have been uncovered by the Due Diligence Investigations. 8.5 In respect of any liability arising as a result of the indemnities set out in Clause 8.1 above (in the case of the Vendor) or Clause 8.2 (in the case of the Purchaser), the Parties agrees that the liability (if any) on the part of the Vendor shall in aggregate be limited to a monetary sum of US$100,000, and the liability (if any) on the part of the Purchaser shall in aggregate be limited to a monetary sum of US$100,000.

General Indemnification. (a) TMS shall Subject to Sections 10.02 and 10.03, from and after the Closing Date, the Stockholders (other than those dissenting stockholders exercising rights of appraisal under Section 262 who do not receive Parent Common Shares in the Merger) hereby agree, severally and not jointly, to indemnify, defend and hold harmless Parent and defend the Buyer its Affiliates (other than each Stockholder and Parenttheir respective Affiliates), and each of their respectiverespective directors, its officers, managersemployees and agents (each, employeesa “Parent Indemnified Party” and, shareholders, assigns, successors and affiliates (collectively, the "Buyer's “Parent Indemnified Parties") ”), from and against any and all Damages losses, expenses (including attorneys’ fees and expenses), damages, liabilities, fines, penalties, judgments, actions, claims and costs (collectively, “Losses”) incurred or suffered by the Buyer's Parent Indemnified Parties arising out of, based upon or resulting from (i) arising out any breach of a breach any representation or inaccuracy warranty contained in or referred to in Article 4 or Article 6 or in any schedule or exhibit or in the certificate delivered by or on behalf of any Principal Stockholder or failure the Company pursuant to comply with any representationSection 9.02(a), warranty 9.02(c), 9.02(d) or covenant made by TMS in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, 9.02(e) and (ii) arising out any breach by any Principal Stockholder or the Company of, or any failure of any Principal Stockholder or the Company to perform, any of the covenants, agreements or obligations contained in or made pursuant to this Agreement; provided that in the case of any breach by any Principal Stockholder of any representation or warranty, covenant, agreement or obligation of such Principal Stockholder referred to in clause (i) or (ii) immediately above, only such breaching Principal Stockholder shall be obligated to indemnify the Parent Indemnified Parties for Losses resulting from or based upon any Liabilities other than the Assumed Liabilitiessuch breach. (b) Subject to Sections 10.02 and 10.03, (iii) arising out of or resulting from TMS' and its representatives' use of the Purchased Assets after the Closing Date, or (iv) arising out of or resulting from or based upon the Retained Assets. (b) The Buyer and the Parent, jointly and severally, covenant and agree Parent hereby agrees to indemnify, defend and hold harmless the Stockholders and defend TMStheir Affiliates, its and each of their respective directors, officers, managersemployees and agents (each, employeesa “Company Indemnified Party” and, shareholders, assigns, successors and affiliates (collectively, the "Seller's “Company Indemnified Parties") ”), from and against any and all Damages Losses incurred or suffered by the Seller's Company Indemnified Parties arising out of, based upon or resulting from (i) arising out any breach of a breach any representation or inaccuracy warranty contained in or referred to in Article 5 or in any schedule or exhibit or in the certificate delivered by or on behalf of or failure Parent pursuant to comply with any representation, warranty or covenant made by the Buyer or the Parent in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, 9.03(a) and (ii) any breach by reason of Parent of, or any failure of Parent or Merger Co. to perform, any of the Buyer covenants, agreements or obligations contained in or made pursuant to this Agreement. (c) In the event that a Person entitled to indemnification under this Article 10 (the “Indemnified Party”) shall incur or suffer any Losses in respect of which indemnification may be sought under this Article 10 against the Person or, in the case of the Stockholders, Persons required to provide indemnification under this Article 10 (collectively, the “Indemnifying Party”), the Indemnified Party shall assert a claim for indemnification by providing a written notice (the “Notice of Loss”) to the Indemnifying Party stating the nature and basis of such Notice of Loss. The Notice of Loss shall be provided to the Indemnifying Party as soon as practicable after the Indemnified Party becomes aware that it has incurred or suffered a Loss. Notwithstanding the foregoing, any failure to provide the Indemnifying Party with a Notice of Loss, or any failure to provide a Notice of Loss in a timely manner as aforesaid, shall not relieve any Indemnifying Party from any liability that it may have to the Indemnified Party under this Section 10.01 except to the extent that the ability of such Indemnifying Party to defend such claim is materially prejudiced by the Indemnified Party’s failure to give such Notice of Loss. If the Notice of Loss relates to a Third Party Claim, the procedures set forth in Section 10.01(d) shall be applicable. If the Notice of Loss does not relate to a Third Party Claim, the Indemnifying Party shall have 30 days from the date of receipt of such Notice of Loss to object to any of the subject matter and any of the amounts of the Losses set forth in the Notice of Loss, as the case may be, by causing the Indemnifying Party to deliver written notice of objection thereof to the Indemnified Party. If the Indemnifying Party fails to send a notice of objection to the Notice of Loss within such 30-day period, the Indemnifying Party shall be deemed to have agreed to the Notice of Loss and shall be obligated to pay to the Indemnified Party the portion of the amount specified in the Notice of Loss to which the Indemnifying Party has not objected. If the Indemnifying Party sends a timely notice of objection, the Indemnifying Party and the Indemnified Party shall use their commercially reasonable efforts to settle (without an obligation to settle) such claim for indemnification. If the Indemnifying Party and the Indemnified Party do not settle such dispute within 30 days after the Indemnified Party’s receipt of the Indemnifying Party’s notice of objection, the Indemnifying Party and the Indemnified Party shall be entitled to seek enforcement of their respective rights under this Article 10. (d) Promptly after receipt by an Indemnified Party of notice of the assertion of any claim or the Parent commencement of any action, suit or proceeding by a third Person (a “Third Party Claim”) in respect of which the Indemnified Party shall seek indemnification hereunder, the Indemnified Party shall so notify in writing the Indemnifying Party, but any failure so to paynotify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to the Indemnified Party under this Section 10.01 except to the extent that the ability of the Indemnifying Party to defend the Third Party Claim is materially prejudiced by the Indemnified Party’s failure to give such notice. In no event shall the Indemnified Party admit any liability with respect to such Third Party Claim or settle, honorcompromise, perform pay or discharge such Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. With respect to any such claim as to which the Indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, the Indemnifying Party shall have the right to assume the defense (at the expense of the Indemnifying Party) of any such claim through counsel chosen by the Indemnifying Party by causing the Indemnifying Party to notify the Indemnified Party within 30 days after the receipt by the Indemnifying Party of such notice from the Indemnified Party; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party; provided, however, that the Indemnified Party shall have the right to employ counsel to represent it at the expense of the Indemnifying Party if the Indemnified Party has been advised by its counsel that there are one or more legal defenses available to it that are different from or additional to those available to any Indemnifying Party or that there is otherwise a potential conflict between the interests of the Indemnified Party and any Indemnifying Party, in which event the reasonable fees and expenses of such separate counsel shall be paid by the Indemnifying Party. The Company and the Stockholders’ Representative each agree to render to the other parties such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such claim, which assistance shall include, to the extent reasonably requested by a party, the retention, and the provision to such party, of records and information reasonably relevant to such Third Party Claim, and making employees of the other party available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. The Indemnifying Party may not settle or otherwise discharge dispose of any Third Party Claim without the Assumed Liabilities on prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed unless such settlement includes only the payment of monetary damages (which are fully paid by the Indemnifying Party), does not impose any injunctive or equitable relief upon the Indemnified Party, does not require any admission or acknowledgment of liability or fault of the Indemnified Party and contains an unconditional release of the Indemnified Party in respect of such claim. None of the Indemnified Party or any of its Affiliates may settle or otherwise dispose of any Third Party Claim for which the Indemnifying Party may have a liability under this Agreement without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. (e) With respect to any claim as to which the Indemnifying Party shall have acknowledged in writing the obligation of the Indemnifying Party to indemnify the Indemnified Party hereunder, after written notice by the Indemnifying Party to the Indemnified Party of the election by the Indemnifying Party to assume control of the defense of any such Third Party Claim, the Indemnifying Party shall not be liable to such Indemnified Party hereunder for any costs or fees subsequently incurred by such Indemnified Party in connection with the defense thereof, except if the Indemnified Party has the right to employ counsel to represent it at the expense of the Indemnifying Party as set forth in Section 10.01(d). If the Indemnifying Party does not assume control of the defense of such Third Party Claim within 30 days after the Closing Date, or (iii) arising out of or resulting from receipt by the Buyer or the Parent's use of or operation Indemnifying Party of the Business related notice required pursuant to Section 10.01(d), the Purchased Assets on or after Indemnified Party shall have the Closing Balance Sheet Dateright to defend such claim in such manner as it may deem appropriate at the reasonable cost and expense of the Indemnifying Party.

General Indemnification. (a) TMS Subject to the provisions of Section 9.3, which shall be governed by such Section, from and after the Closing, each Seller covenants and agrees to indemnify, defend, protect and hold harmless and defend the Buyer and Parent, and their respective, its officers, managersdirectors, employees, shareholdersstockholders, assigns, successors successors, advisors, representatives and affiliates Affiliates (collectively, the "Buyer's “Buyer Indemnified Parties"”) from from, against and against any and in respect of all Damages suffered asserted against, imposed on, or suffered, sustained, incurred or paid by any Buyer Indemnified Party, in each case in connection with, resulting from or arising out of, directly or indirectly (whether or not involving a third party claim), any of the Buyer's Indemnified Parties following: (i) arising out the breach of a breach any representation or inaccuracy of or failure to comply with any representation, warranty or covenant made by TMS any Seller Party set forth in this Agreement which survives or in any other agreement or any certificate delivered or provided in connection with or related to the consummation of the transactions contemplated by this Agreement; (ii) the breach of any covenant or agreement on the part of any Seller or, prior to the Closing, the Company, set forth in this Agreement or in any agreement or certificate executed and delivered by any Seller Party pursuant to this Agreement or in the transactions contemplated hereby, other than the Executive Employment Agreements; (iii) any Indebtedness for Borrowed Money of the Company and any Transaction Costs of the Company as of the Closing in excess of the Indebtedness for Borrowed Money of the Company and Transaction Costs of the Company to the extent taken into account in determining the adjustments to the Purchase Price pursuant to Section 1.4; (iv) Taxes (or claims for Taxes): (A) arising in connection with or out of the operation of the Company’s business on or before the Closing Date as specified in Section 10.11 hereof(determined, (ii) arising out of or resulting from or based upon any Liabilities other than the Assumed Liabilities, (iii) arising out of or resulting from TMS' with respect to taxable periods that begin before and its representatives' use of the Purchased Assets end after the Closing Date, in accordance with the allocation provisions of Section 6.6(b)); or (ivB) arising out owing by any Person (other than the Company) for which the Company may be liable as a result of transactions or resulting from circumstances occurring or based upon existing on or before the Retained AssetsClosing Date, including without limitation, (1) Tax required to be withheld by the Company in respect of Taxes payable by any of the Sellers, (2) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign law), (3) as a transferee or successor, or (4) by contract; and (v) those items identified on Schedule 9.1(a). Notwithstanding anything to the contrary herein, to the extent that Escrow Funds are available to satisfy indemnification obligations under this Section 9.1(a), the Sellers’ liability shall be joint and several, and the Sellers’ liability under this Section 9.1(a) shall be on a pro rata basis in accordance with their respective Ownership Percentages to the extent that Escrow Funds are not so available. (b) The From and after the Closing, the Buyer covenants and the Parent, jointly and severally, covenant and agree agrees to indemnify, defend, protect and hold harmless the Sellers and defend TMS, its officers, managers, employees, shareholderstheir trustees, assigns, successors successors, advisors, Representatives and affiliates Affiliates (collectively, the "Seller's “Seller Indemnified Parties"”) from from, against and against any and in respect of all Damages suffered asserted against, imposed on, or suffered, sustained, incurred or paid by any Seller Indemnified Party, in each case in connection with, resulting from or arising out of, directly or indirectly (whether or not involving a third party claim), any of the Seller's Indemnified Parties following: (i) arising out the breach of a any representation or warranty made by the Buyer set forth in this Agreement or in any other agreement or any certificate delivered or provided in connection with or related to the consummation of the transactions contemplated by this Agreement; (ii) the breach of any covenant or inaccuracy agreement on the part of the Buyer or, from and after Closing, the Company, set forth in this Agreement or failure to comply with in any representation, warranty agreement or covenant made certificate executed and delivered by the Buyer or the Parent in Company pursuant to this Agreement which survives or in the Closing Date as specified in Section 10.11 hereoftransactions contemplated hereby, (ii) by reason of any failure of other than the Buyer or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on Executive Employment Agreements; and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation conduct of the Business related to the Purchased Assets on or Company’s business after the Closing Balance Sheet DateClosing.

General Indemnification. Each party (athe "Indemnifying Party") TMS shall defend, indemnify, and hold harmless the other party and defend the Buyer and Parentits Affiliates, and their respective, its the officers, managersdirectors, employeesagents, shareholdersemployees and assigns or successors of each (the Indemnified Party"), assigns, successors and affiliates (collectively, the "Buyer's Indemnified Parties") harmless from and against any and all Damages suffered by the Buyerclaims, demands, suits, judgments, losses, or expenses of any nature whatsoever (including attorney's Indemnified Parties fees) arising directly or indirectly form or out of: (i) arising out any negligent act, error, or omission of a breach the Indemnifying Party, its subcontractors or inaccuracy of their respective officers, directors, agents, subcontractors, invitees or failure to comply with any representation, warranty or covenant made by TMS in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, employees; (ii) any breach of the Indemnifying Party's obligations or representations as set forth herein; (iii) any material data loss caused by the Work Product or Work Product failure not restored or recovered by Consultant to the extent covered by Consultant's insurance; (iv) injuries to persons (including death) or loss of, or damage to, property, occasioned by negligence, unlawful act, or willful misconduct of the Indemnifying Party, or of the Indemnifying Party's personnel, subcontractors, or agents (hereinafter "Person"); (v) any Person filing any lien against any property of Lilly, or any claim or lawsuit against Lilly in which the Person claims payment from Lilly for services to Lilly; (vi) any claims or liability for wages, workers' compensation or unemployment compensation owed to Consultant employees, or payroll or related taxes or other governmental charges related to the performance of the services to be provided hereunder, (vii) any claims or liabilities for employee benefits related to the performance of the services to be provided hereunder. In addition, Lilly shall indemnify and hold Consultant and its affiliates, directors, officers, employees and agents (including successors and assigns) harmless against any claim arising out of or resulting relating to any accident, adverse event, illness, disability, death or other medical-related problem in any way arising out or relating to, or alleged to arise out of or relate to, (i) any clinical trial of any product for which any service or deliverable provided hereunder was used and (ii) any product derived from or based upon any Liabilities other than the Assumed Liabilities, (iii) arising out of on such clinical trial or resulting from TMS' and its representatives' use of the Purchased Assets after the Closing Date, or (iv) arising out of or resulting from or based upon the Retained Assets. (b) The Buyer and the Parent, jointly and severally, covenant and agree to indemnify, hold harmless and defend TMS, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Seller's Indemnified Parties") from and against any and all Damages suffered by the Seller's Indemnified Parties (i) arising out of a breach or inaccuracy of or failure to comply with any representation, warranty or covenant made by the Buyer or the Parent in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) by reason of any failure of the Buyer or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related to the Purchased Assets on or after the Closing Balance Sheet Date.product

General Indemnification. Subject to the limitations in Sections 9.4 and 9.5, (ai) TMS the Corporation shall (without duplication in respect of any Loss) indemnify, defend and save harmless the Investor, each holder of Purchased Shares, each holder of EdgeStone Warrants and all Permitted Transferees holding any Purchased Shares and EdgeStone Warrants, and each of their partners, shareholders, officers, directors, employees, agents, representatives and successors, and (ii) the Investor, each holder of Purchased Shares, each holder of EdgeStone Warrants and all Permitted Transferees holding any Purchased Shares and EdgeStone Warrants shall indemnify, hold defend and save harmless and defend the Buyer and ParentCorporation, and their respectiveeach of its shareholders, its officers, managersdirectors, employees, shareholdersagents, assigns, representatives and successors (the Person or Persons so covenanting and affiliates (collectively, agreeing to indemnify another Person or Persons being referred to in this Article 9 as the "Buyer's Indemnified PartiesIndemnifying Party" and the Person or Persons to be indemnified being referred to collectively as the ") Indemnitees" and individually an "Indemnitee"), on an after-tax basis as contemplated by Section 9.13, from and against any and all Damages Losses suffered or incurred by the Buyer's Indemnified Parties Indemnitee, as a direct or indirect result of, or arising in connection with or related in any manner whatever to: (ia) arising out any misrepresentation or breach of a breach warranty made or inaccuracy given by (or in the case of or failure to comply with any representationthe representations and warranties in Article 5, warranty or covenant made by TMS on behalf of) the Indemnifying Party in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) arising out of or resulting from or based upon any Liabilities other than the Assumed Liabilities, (iii) arising out of or resulting from TMS' and its representatives' use of the Purchased Assets after the Closing Date, or (iv) arising out of or resulting from or based upon the Retained Assets.Other Agreement; or (b) The Buyer and the Parent, jointly and severally, covenant and agree to indemnify, hold harmless and defend TMS, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Seller's Indemnified Parties") from and against any and all Damages suffered failure by the Seller's Indemnified Parties (i) arising out of a breach Indemnifying Party to observe or inaccuracy of perform any covenant or failure to comply with any representation, warranty or covenant made by the Buyer or the Parent obligation contained in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) by reason of or any failure of the Buyer or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related to the Purchased Assets on or after the Closing Balance Sheet DateOther Agreement.

General Indemnification. (a) TMS shall Subject to Section 8.2(b) below, each Stockholder, jointly and severally, covenants and agrees to indemnify, defend, protect and hold harmless and defend Buyer, the Buyer and Parent, Company and their respective, its respective officers, managersdirectors, employees, shareholdersstockholders, assigns, successors and affiliates (individually, a "Buyer-Company Indemnified Party" and collectively, the "Buyer's -Company Indemnified Parties") from, against and in respect of all liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages) and against any costs and all Damages suffered expenses (including without limitation reasonable attorneys' fees and disbursements) (collectively, "Damages") suffered, sustained, incurred or paid by the Buyer's -Company Indemnified Parties (i) arising out of a breach or inaccuracy of or failure to comply with any representationin connection with, warranty or covenant made by TMS in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) arising out of or resulting from or based upon any Liabilities other than the Assumed Liabilities, (iii) arising out of of, directly or resulting from TMS' and its representatives' use indirectly, any breach of, or inaccuracy in, any representation or warranty of the Purchased Assets after Stockholders or the Closing Date, Company set forth in Article 3 of this Agreement or (iv) arising out any Schedule or certificate delivered by or on behalf of any Stockholder or resulting from or based upon the Retained AssetsCompany pursuant to Article 3 of this Agreement. (b) Subject to Section 8.2(b) below, each Stockholder severally, but not jointly, covenants and agrees to indemnify, defend, protect and hold harmless the Buyer-Company Indemnified Parties from, against and in respect of all Damages suffered, sustained, incurred or paid by the Buyer-Company Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly, any breach of, or inaccuracy in, any representation or warranty of such Stockholder set forth in Article 3.A. of this Agreement or any Schedule or certificate delivered by or on behalf of such Stockholder pursuant to Article 3.A. of this Agreement. (c) The Buyer and the Parent, Stockholders jointly and severally, severally covenant and agree to indemnify, defend, protect and hold harmless the Buyer-Company Indemnified Parties from, against and defend TMSin respect of all Damages suffered, sustained, incurred or paid by the Buyer-Company Indemnified Parties in connection with, resulting from, or arising out of, directly or indirectly (i) any claim by a participant in the Company's phantom stock plan (such plan being more particularly identified on Schedule 3.25(b)) that such participant is entitled to an ownership or equity interest in the capital stock of the Company or (ii) the failure of the Company's cafeteria plan to satisfy the requirements of the Code, as more specifically set forth on Schedule 3.25(c)(iv). (d) If this Agreement is terminated pursuant to its terms or if a Closing does not otherwise occur, (i) the Company covenants and agrees to indemnify, defend, protect and hold harmless the Buyer and its respective officers, managersdirectors, employees, shareholdersstockholders, assigns, successors and affiliates (collectively, the individually a "Seller's Buyer Indemnified Party" and collectively "Buyer Indemnified Parties"; Buyer Indemnified Party and Buyer-Company Indemnified Party collectively an "Indemnified Party" and Buyer Indemnified Parties and Buyer- Company Indemnified Parties collectively "Indemnified Parities") from from, against and against any and in respect of all Damages suffered by the Seller's Indemnified Parties (i) arising out of a breach suffered, sustained, incurred or inaccuracy of or failure to comply with any representation, warranty or covenant made paid by the Buyer Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly, any nonfulfillment of any covenant or agreement by the Stockholders or the Parent in this Agreement which survives Company prior to the Closing Date as specified in Section 10.11 hereof, and (ii) the Buyer covenants and agrees to indemnify, defend, protect and hold harmless the Company and its officers, directors, employees, stockholders, assigns, successors and affiliates from, against, and in respect of all Damages suffered, sustained, incurred or paid by reason them in connection with, resulting from or arising out of, directly, or indirectly any nonfulfillment of any failure of covenant or agreement by the Buyer or the Parent prior to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related to the Purchased Assets on or after the Closing Balance Sheet Date.

General Indemnification. (a) TMS Subject to the other provisions of this Article 7, from and after the Closing, the Seller Parties shall jointly and severally indemnify, defend and hold harmless and defend the Buyer and Parent, and their respective, and/or its respective officers, managersdirectors, employees, shareholders, assigns, successors and affiliates Affiliates and/or agents (collectively, the "Buyer's Indemnified Parties"each a “Buyer Indemnitee”) from and against any and all Damages suffered by the Buyer's Indemnified Parties harmless from: (i) arising out any Losses resulting from any breach of a breach any representation or inaccuracy of or failure to comply with any representation, warranty or covenant made by TMS the Company or the Seller Parties contained in this Agreement which survives the Closing Date as specified in Section 10.11 hereofArticle 3 or Article 4, respectively; (ii) arising out of or any Losses resulting from or based upon any Liabilities other than breach by any of the Assumed Liabilities, Seller Parties of any of the covenants contained herein which are to be performed by any of the Seller Parties after the Closing; and (iii) arising out any Losses with respect to any unfunded claim of any Company employee under any self-insured health insurance or resulting from TMS' and its representatives' use medical Employee Benefit Plan of the Purchased Assets after Company or the Closing Date, or (iv) arising out of or resulting from or based upon Seller Parties with respect to any period prior to the Retained AssetsClosing. (b) The Subject to the other provisions of this Article 7, Buyer agrees to, and shall, after the ParentClosing, jointly and severallycause the Company to, covenant and agree to indemnify, defend and hold harmless Seller Parties and defend TMStheir respective Affiliates, its officers, managersdirectors, employees, shareholders, assigns, successors and affiliates agents (collectively, the "Seller's Indemnified Parties"each a “Seller Indemnitee”) harmless from and against any and all Damages suffered by the Seller's Indemnified Parties Losses resulting from: (i) arising out any breach of a breach any representation or inaccuracy of or failure to comply with any representation, warranty or covenant made by the Buyer or the Parent contained in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, Article 5; (ii) any breach by reason Buyer of any failure of its covenants or agreements contained herein; (iii) any breach by the Buyer Company of any of its covenants or agreements contained herein which are to be performed by the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and Company after the Closing Date, or ; and (iiiiv) any Losses arising out of any act or resulting from omission occurring or failing to occur on the Buyer part of Buyer, the Company or any of their respective Affiliates, successors, assignees or transferees under the Parent's use of or operation of the Business related to the Purchased Assets Company Real Property Lease on or after the Closing Balance Sheet Date(provided, however, that notwithstanding the foregoing, neither Buyer nor the Company be liable for any Loss to the extent resulting from or relating to the gross negligence or willful misconduct of any Seller Party, any of its Affiliates, or any of their respective successors, assignees or transferees). (c) The obligations to indemnify and hold harmless pursuant to this Section 7.2 shall survive the consummation of the transactions contemplated hereby for the applicable period set forth in Section 7.1, except for claims for indemnification asserted specifically and in writing prior to the end of such applicable period (which claims shall survive until final resolution thereof).

General Indemnification. (a) TMS Subject to the other provisions of this ARTICLE 8, SELLERs shall (1) severally, and not jointly and severally, with respect to Section 8.2(a)(i) (but only to the extent such breach or inaccuracy relates to a breach by a SELLER of a representation or warranty of such SELLER in ARTICLE 4 and Section 8.2(a)(ii) and (2) jointly and severally in all other cases, indemnify, defend and hold harmless Holdings and defend the Buyer and Parentits respective officers, and their respective, its officersdirectors, managers, employees, shareholdersAffiliates, assignsagents, assigns or successors (each a “Holdings Indemnitee”) harmless from any damages, losses, liabilities, obligations, claims of any kind, Taxes, interest or expenses (including reasonable attorneys’ fees and affiliates expenses) (collectivelyeach a “Loss”) suffered or paid, directly or indirectly, as a result of, in connection with, or arising out of any of the "Buyer's Indemnified Parties") from and against any and all Damages suffered by the Buyer's Indemnified Parties following: (i) arising out of a any breach or inaccuracy of any representation or failure to comply with any representation, warranty or covenant made by TMS any Company or SELLERs contained in this Agreement Agreement; (ii) any breach or noncompliance by SELLERs of any of the covenants or agreements contained herein which survives are to be performed by SELLERs; (iii) any SELLER Expenses not paid and discharged in full on or prior to the Closing Date Date; (iv) any payments made by a Holdings Indemnitee in respect of any obligation of any Company to indemnify any director, manager, officer, employee or agent of such Company or a SELLER for actions or omissions occurring prior to the Closing, to the extent not reimbursed by the Tail Policy; (v) any Indemnified Taxes; and (A) Subject to the other provisions of this ARTICLE 8, Holdings agrees to, and shall cause each Company to, jointly and severally with Holdings, indemnify, defend and hold SELLERs and their respective Affiliates, heirs, representatives, executors, assigns, successors, officers, directors, employees, and agents (each a “SELLER Indemnitee”) harmless from any Loss suffered or paid, directly or indirectly, as specified a result of, in Section 10.11 hereofconnection with, or arising out of (i) any breach or inaccuracy of any representation or warranty made by Holdings contained in this Agreement, (ii) arising out any breach or noncompliance by Holdings of any of its covenants or resulting from or based upon any Liabilities other than the Assumed Liabilities, agreements contained herein and (iii) arising out any breach or noncompliance by any Company of any of its covenants or resulting from TMS' and its representatives' use of the Purchased Assets agreements contained herein which are to be performed by such Company after the Closing Date, or (iv) arising out of or resulting from or based upon the Retained Assets. (b) The Buyer obligations to indemnify and the Parent, jointly and severally, covenant and agree to indemnify, hold harmless and defend TMS, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, pursuant to this Section 8.2 shall survive the "Seller's Indemnified Parties") from and against any and all Damages suffered by consummation of the Seller's Indemnified Parties (i) arising out of a breach or inaccuracy of or failure to comply with any representation, warranty or covenant made by Transactions for the Buyer or the Parent in this Agreement which survives the Closing Date as specified applicable period set forth in Section 10.11 hereof8.1, (ii) by reason of any failure of the Buyer or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related except for claims for indemnification asserted prior to the Purchased Assets on or after the Closing Balance Sheet Dateend of such applicable period (which claims shall survive until final resolution thereof).

General Indemnification. (a) TMS Subject to the other provisions of this Article 9, after the Closing, the Escrow Participating Holders shall indemnify, defend and hold harmless and defend the Buyer and Parent, and their respective, Parent and/or its respective officers, managersdirectors, employees, shareholdersAffiliates and/or agents (each a “Parent Indemnitee”) harmless from any damages, assignslosses, successors liabilities, obligations, Taxes, claims of any kind, interest or expenses (including, without limitation, reasonable attorneys’ fees and affiliates expenses) (collectivelyeach a “Loss”) suffered or paid, the "Buyer's Indemnified Parties") from and against any and all Damages suffered by the Buyer's Indemnified Parties directly or indirectly, as a result of, in connection with, or arising out of (i) arising out any breach of a breach any representation or inaccuracy of warranty (A) contained in Article 3 (read without reference to materiality or failure Company Material Adverse Effect) or (B) in any certificate delivered by the Company to comply with any representation, warranty or covenant made by TMS in Parent pursuant to this Agreement which survives the Closing Date as specified in Section 10.11 hereof, and (ii) arising out any breach by the Company of or resulting from or based upon any Liabilities other than the Assumed Liabilities, (iii) arising out of or resulting from TMS' and its representatives' use of the Purchased Assets after covenants or agreements contained herein which are to be performed by the Company or its Subsidiaries on or before the Closing Date, or (iv) arising out of or resulting from or based upon the Retained Assets. (b) The Buyer Subject to the other provisions of this Article 9, after the Closing, Parent and the ParentSurviving Corporation, jointly and severally, covenant and agree to shall indemnify, defend and hold harmless and defend TMS, each of the Escrow Participating Holders and/or its respective officers, managersdirectors, employees, shareholdersAffiliates and/or agents (each a “Holder Indemnitee”) harmless from any Losses suffered or paid, assignsdirectly or indirectly, successors and affiliates (collectivelyas a result of, the "Seller's Indemnified Parties") from and against any and all Damages suffered by the Seller's Indemnified Parties in connection with, or arising out of (i) arising out any breach of a breach any representation or inaccuracy of warranty (A) contained in Article 4 (read without reference to materiality or failure Parent Material Adverse Effect) or (B) in any certificate delivered by Parent to comply with any representation, warranty or covenant made by the Buyer or the Parent in Company pursuant to this Agreement which survives the Closing Date as specified in Section 10.11 hereof, and (ii) any breach by reason Parent or Merger Sub of any failure of the Buyer covenants or the agreements contained herein which are to be performed by Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities Merger Sub on and after or before the Closing Date, or . (iiic) arising out of or resulting from The obligations to indemnify and hold harmless pursuant to this Section 9.2 shall survive the Buyer or the Parent's use of or operation consummation of the Business related transactions contemplated hereby for the applicable period set forth in Section 9.1, except for claims for indemnification asserted prior to the Purchased Assets on or after the Closing Balance Sheet Dateend of such applicable period (which claims shall survive until final resolution thereof).

General Indemnification. (a) TMS shall Subject to the provisions of this Article 7, from and after the Effective Date, the Sellers, severally and not jointly, hereby agree to indemnify, defend and hold harmless and defend the Buyer and Parentall of Buyer’s Affiliates and each of their respective directors, and their respective, its officers, managers, employees, shareholdersagents, assignsequityholders, successors and affiliates assigns (each, a “Buyer Indemnified Party” and, collectively, the "Buyer's “Buyer Indemnified Parties") ”), from and against any and all Damages Losses incurred or suffered by any Buyer Indemnified Party arising out of, based upon or resulting from any of the Buyer's Indemnified Parties following: (i) any breach of any representation or warranty, irrespective of which Seller or Sellers made such representation or warranty, contained in or referred to in Article 3 (other than the representations and warranties contained in Section 3.16, which shall solely be addressed by Section 7.4 below) or Article 4; (ii) any breach by any Seller or the Corporation of, or any failure of any Seller or the Corporation to perform, any of the covenants, agreements or obligations contained in or made pursuant to this Agreement; provided, however, that no Seller shall be liable to any Buyer Indemnified Party for any Losses related to or arising out of the failure by the Corporation or any Sellers to obtain any Required Consents or Third-Party Consents following a voluntary waiver by Buyer or automatic waiver of Sections 2.4(a) and (b), to the extent related to a breach or inaccuracy of or Sections 2.2(d)(ii)-(iii) and 2.3(b) or, in the case of Section 6.2, due to a failure to comply with obtain a Required Consent or Third Party Consent (a “Buyer Waiver”); or (iii) any representationTransaction Expenses; provided, warranty however, that no Seller shall be liable to any Buyer Indemnified Party for any Losses related to or covenant made by TMS in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) arising out of Transaction Expenses related to or resulting from or based upon any Liabilities other than the Assumed Liabilities, (iii) arising out of the failure by the Corporation or resulting from TMS' and its representatives' use of the Purchased Assets after the Closing Date, any Sellers to obtain any Required Consents or (iv) arising out of or resulting from or based upon the Retained AssetsThird-Party Consents following a Buyer Waiver. (b) The Subject to the provisions of this Article 7, from and after the Effective Date, Buyer and the Parent, jointly and severally, covenant and agree hereby agrees to indemnify, defend and hold harmless each Seller and defend TMStheir respective Affiliates, its and each of their respective directors, officers, managers, employees, shareholdersagents, assignsequityholders, successors and affiliates assigns (each, a “Seller Indemnified Party” and, collectively, the "Seller's “Seller Indemnified Parties") ”), from and against any and all Damages Losses incurred or suffered by any Seller Indemnified Party arising out of, based upon or resulting from any of the Seller's Indemnified Parties following: (i) arising out any breach of a breach any representation or inaccuracy of warranty contained in or failure referred to comply with any representation, warranty or covenant made by the Buyer or the Parent in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, Article 5; (ii) any breach by reason of Buyer of, or any failure of Buyer to perform, any of the Buyer covenants, agreements or the Parent obligations contained in or made pursuant to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or this Agreement; (iii) arising out any Business operations conducted after the Effective Date; or (iv) any obligations of Guarantors under the Guarantees. (c) If a Person entitled to indemnification under this Article 7 (the “Indemnified Party”) shall incur or resulting suffer any Losses in respect of which indemnification may be sought under this Article 7 against the Person(s) required to provide indemnification under this Article 7 (collectively, the “Indemnifying Party”), the Indemnified Party shall assert a claim for indemnification by promptly providing a written notice (the “Notice of Loss”) to the Indemnifying Party (or in the case of any notice required to be given to a Seller, to Sellers’ Representative) stating, in reasonable detail, the nature and basis of such Notice of Loss. The Notice of Loss shall be provided to the Indemnifying Party as soon as practicable after the Indemnified Party becomes aware that it has incurred or suffered a Loss. Notwithstanding the foregoing but subject to Section 7.2, any failure to provide the Indemnifying Party with a Notice of Loss, or any failure to provide a Notice of Loss in a timely manner as aforesaid, shall not relieve any Indemnifying Party from any Liability that it may have to the Indemnified Party under this Section 7.1 except to the extent that the ability of such Indemnifying Party to defend such claim is materially prejudiced by the Indemnified Party’s failure to give such Notice of Loss. If the Notice of Loss relates to a Third Party Claim, the procedures set forth in Section 7.1(d) shall be applicable. If the Notice of Loss does not relate to a Third Party Claim, the Indemnifying Party shall have thirty (30) days from the Buyer date of receipt of such Notice of Loss to object to any of the subject matter and any of the amounts of the Losses set forth in the Notice of Loss, as the case may be, by delivering written notice of objection thereof to the Indemnified Party. If the Indemnifying Party fails to send a notice of objection to the Notice of Loss within such 30 day period, the Indemnifying Party shall be deemed to have agreed to the Notice of Loss and shall be obligated to pay to the Indemnified Party the portion of the amount specified in the Notice of Loss to which the Indemnifying Party has not objected. If the Indemnifying Party sends a timely notice of objection, the Indemnifying Party and the Indemnified Party shall use their commercially reasonable efforts to settle (without an obligation to settle) such claim for indemnification. If the Indemnifying Party and the Indemnified Party do not settle such dispute within thirty (30) days after the Indemnified Party’s receipt of the Indemnifying Party’s notice of objection, the Indemnifying Party and the Indemnified Party shall be entitled to seek enforcement of their respective rights under this Article 7. (d) Promptly after receipt by an Indemnified Party of notice of the assertion of any claim or the Parent's use commencement of any action, suit or operation proceeding by a third party (a “Third Party Claim”) in respect of which the Indemnified Party shall seek indemnification hereunder, the Indemnified Party shall so notify in writing the Indemnifying Party, but subject to Section 7.2 any failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any Liability that it may have to the Indemnified Party under this Section 7.1 except to the extent that the ability of the Business related Indemnifying Party to defend the Third Party Claim is materially prejudiced by the Indemnified Party’s failure to give such notice. In no event shall the Indemnified Party admit any Liability with respect to such Third Party Claim or settle, compromise, pay or discharge such Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. With respect to any such claim as to which the Indemnifying Party has acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, the Indemnifying Party shall have the right to assume the defense (at the expense of the Indemnifying Party) of any such claim through counsel chosen by the Indemnifying Party by notifying the Indemnified Party within thirty (30) days after the receipt by the Indemnifying Party of such notice from the Indemnified Party; provided, that any such counsel shall be reasonably satisfactory to the Purchased Assets Indemnified Party. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party; provided, that the Indemnified Party (at the expense of the Indemnifying Party) shall have the right to employ counsel to represent it at the expense of the Indemnifying Party if there are one or more legal defenses available to the Indemnified Party that are different from or additional to those available to any Indemnifying Party or if there is otherwise a potential conflict between the interests of the Indemnified Party and any Indemnifying Party, in which event the reasonable fees and expenses of such separate counsel shall be paid by the Indemnifying Party. The Indemnifying Party agrees to render to the other parties such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such claim, which assistance shall include, to the extent reasonably requested by a party, the retention, and the provision to such party, of records and information reasonably relevant to such Third Party Claim, and making employees of the other party available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may not settle, compromise, or offer to settle or compromise, or otherwise dispose of any Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed unless such settlement includes only the payment of monetary damages (which are fully paid by the Indemnifying Party), does not impose any injunctive or equitable relief upon the Indemnified Party, does not require any admission or acknowledgment of liability or fault of the Indemnified Party and contains an unconditional release of the Indemnified Party in respect of such claim. Neither the Indemnified Party nor any of its Affiliates may settle, compromise, or offer to settle or compromise, or otherwise dispose of any Third Party Claim for which the Indemnifying Party may have a Liability under this Agreement without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. (e) With respect to any claim as to which the Indemnifying Party shall have acknowledged in writing the obligation of the Indemnifying Party to indemnify the Indemnified Party hereunder, after written notice by the Indemnifying Party to the Indemnified Party of the election by the Indemnifying Party to assume control of the defense of any such Third Party Claim, the Indemnifying Party shall not be liable to such Indemnified Party hereunder for any costs or fees subsequently incurred by such Indemnified Party in connection with the defense thereof, except if the Indemnified Party has the right to employ counsel to represent it at the expense of the Indemnifying Party as set forth in Section 7.1(d). If the Indemnifying Party does not assume control of the defense of such Third Party Claim within thirty (30) days after the Closing Balance Sheet Datereceipt by the Indemnifying Party of the notice required pursuant to Section 7.1(d) as provided above, the Indemnified Party shall have the right to defend such claim in such manner as it may deem appropriate at the reasonable cost and expense of the Indemnifying Party. The party controlling the defense of any Third Party Claim shall in any event defend any such matters vigorously and in good faith. (f) Notwithstanding anything to the contrary contained in this Section 7.1, to the extent there is any inconsistency between this Section 7.1(e) and Section 7.5 as to any Tax Claim, Section 7.5 shall control.

General Indemnification. (a) TMS shall indemnifyIf, hold harmless and defend after the Buyer and ParentClosing Date, and their respective, Purchaser and/or its officers, managersdirectors, employees, shareholdersAffiliates and/or agents (each a “Purchaser Indemnitee” and together the “Purchaser Indemnitees”) suffer any damages, assignslosses, successors liabilities, obligations, claims of any kind, fines, penalties, interest or expenses (including reasonable attorneys’ and affiliates consultants’ fees and expenses) (collectivelya “Loss”) as a result of, the "Buyer's Indemnified Parties"in connection with, or arising out of (without duplication) from and against any and all Damages suffered by the Buyer's Indemnified Parties (i) arising out any breach of a breach any representation or inaccuracy of or failure to comply with any representation, warranty or covenant made by TMS the Seller (A) contained in this Agreement which survives the Closing Date as specified Article III or Article IV or (B) in any certificate delivered to Purchaser pursuant to Section 10.11 hereof7.2, (ii) arising out any failure by the Seller or any Company to perform any of its covenants or resulting from agreements contained herein which are to be performed by the Seller or based upon any Liabilities other than Company on or before the Assumed LiabilitiesClosing Date, (iii) arising out any failure by the Seller to perform any of its covenants or resulting from TMS' and its representatives' use of agreements contained herein which are to be performed by the Purchased Assets Seller after the Closing Date, or (iv) any claim asserted by Impex Lumber Corp. and/or Mid-State Lumber Corp. as described in Schedule 3.14(a) or arising out of or resulting U.S. Patent No. 6,817,153, then, subject to the other provisions of this Article IX, such Purchaser Indemnitee(s) shall be entitled to be reimbursed the amount of such Loss from or based upon the Retained AssetsIndemnification Escrow Account. (b) The Buyer After the Closing, each of Purchaser and the Parent, jointly and severally, covenant and agree Companies agrees to indemnify, defend and hold harmless the Seller and defend TMS, its officers, managersdirectors, employees, shareholdersAffiliates and/or agents (each a “Seller Indemnitee” and together the “Seller Indemnitees”) harmless from any Loss suffered or paid, assignsdirectly or indirectly, successors and affiliates as a result of, in connection with, or arising out of (collectively, the "Seller's Indemnified Parties"without duplication) from and against any and all Damages suffered by the Seller's Indemnified Parties (i) arising out any breach of a breach any representation or inaccuracy of or failure to comply with any representation, warranty or covenant made by Purchaser (A) contained in Article V or (B) in any certificate delivered to the Buyer or the Parent in this Agreement which survives the Closing Date as specified in Seller pursuant to Section 10.11 hereof7.3, (ii) by reason of any failure by Purchaser to perform any of the Buyer its covenants or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Dateagreements contained herein, or (iii) arising out any breach by Purchaser (or any Company) of any of its covenants or resulting from the Buyer or the Parent's use of or operation of the Business related agreements contained herein which are to the Purchased Assets on or be performed by any Company after the Closing Balance Sheet Date. (c) The obligations to indemnify and hold harmless pursuant to clauses (i) and (iv) of Section 9.2(a) and pursuant to clause (i) of Section 9.2(b) shall survive the consummation of the transactions contemplated hereby for the period set forth in Section 9.1, except (x) for claims for indemnification pursuant to such clauses asserted prior to the end of such period which claims for indemnification shall survive until final resolution thereof and (y) with respect to claims for indemnification pursuant to Section 9.2(a)(iv), if a complaint is filed with any Governmental Authority within one (1) year from the Closing Date, which claim for indemnification shall survive until the final resolution thereof. Other than with respect to the Specified Representations and Warranties, for purposes of determining whether there has been a breach of any representation or warranty and the Losses attributable to such breach of representation or warranty, all qualifications contained in Article III as to “material,” “materially” or “Material Adverse Effect” shall be disregarded. (d) Notwithstanding anything contained herein to the contrary, no party to this Agreement shall be liable to any other party to this Agreement for special, consequential, punitive or exemplary losses or damages or lost profits; provided, however, that the foregoing shall not be construed to preclude recovery by an Indemnified Party in respect of all Losses directly incurred or suffered from Third Party Claims.

General Indemnification. (a) TMS Subject to the limitations in Section 6.2(c), from and after the Closing, the Sellers, jointly and severally, shall indemnify, hold harmless and defend the indemnify Buyer and Parentits directors, and their respectiveofficers, its officersemployees, members, managers, employeespartners, shareholdersagents, assignsattorneys, representatives, successors and affiliates assigns (collectively, the "Buyer's “Buyer Indemnified Parties") ”), and shall hold each of them harmless from and against any and all Damages Losses that are incurred, sustained or suffered by any of them (in connection with a Third Party Claim or otherwise) in connection with, based upon, arising out of, relating to or resulting from all of the Buyer's Indemnified Parties following: (i) arising out of a any misrepresentation or breach of, or inaccuracy of in, any representation or failure to comply with any representation, warranty or covenant made by TMS any Seller in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, or any other certificate or Ancillary Document delivered by any Seller hereunder; and (ii) arising out any breach of any covenant or resulting from or based upon any Liabilities other than the Assumed Liabilities, (iii) arising out of or resulting from TMS' and its representatives' use of the Purchased Assets after the Closing Date, or (iv) arising out of or resulting from or based upon the Retained Assetsagreement made by Seller in this Agreement. (b) The Subject to the limitations in Section 6.2(c), from and after the Closing, Buyer shall indemnify the Sellers and the Parenttheir respective directors, jointly and severallyofficers, covenant and agree to indemnifyemployees, hold harmless and defend TMS, its officersmembers, managers, employeespartners, shareholdersstockholders, assignsagents, attorneys, representatives, successors and affiliates assigns (collectively, the "Seller's “Seller Indemnified Parties") ”), and shall hold each of them harmless from and against any and all Damages Losses that are incurred, sustained or suffered by any of them (in connection with a Third Party Claim or otherwise) in connection with, based upon, arising out of, relating to or resulting from: (i) any misrepresentation or breach of, or inaccuracy in ,any representation or warranty made by Buyer in this Agreement; or (ii) any breach of any covenant or agreement made by Buyer in this Agreement. (c) Neither Sellers nor Buyer shall be obligated to provide any indemnification for Losses under Section 6.2 unless the Seller's aggregate amount of Losses incurred, sustained or suffered by all Buyer Indemnified Parties or Seller Indemnified Parties (as the case may be) for which such Buyer Indemnified Parties or Seller Indemnified Parties (as the case may be) would, but for this Section 6.2(c), be entitled to indemnification under Section 6.2, exceed $500,000 (the “Deductible”), in which case the Sellers or the Buyer (as the case may be) will be obligated to provide indemnification only to the extent such Losses are in excess of the Deductible; provided, however, that: (i) the Deductible shall not apply to any Losses for which the Buyer Indemnified Parties are entitled to indemnification under Section 6.2(a)(i) in respect of any representations or warranties in Section 3.1 (Organization), Section 3.2 (Authority), Section 3.5 (Title to Shares), Section 3.6 (Brokers) (the “Seller Fundamental Representations”), and (ii) the Deductible shall not apply to any Losses for which the Seller Indemnified Parties are entitled to indemnification under Section 6.2(b)(i) in respect of any representations or warranties in Section 4.1 (Organization), Section 4.2 (Authority), Section 4.5 (Investment Intent; No Registration), Section 4.6 (Condition of Company; Independent Investigation) or Section 4.7 (Brokers) (the “Buyer Fundamental Representations”). The cumulative aggregate liability of the Seller for indemnification for Losses under Section 6.2(a)(i) (other than in respect of the Seller Fundamental Representations) shall not exceed $1,000,000 (the “Maximum”); provided, however, that the cumulative aggregate liability of the Seller for indemnification for Losses under Section 6.2(a)(i) in respect of the Seller Fundamental Representations shall not exceed the Purchase Price (the “Cumulative Aggregate Cap”). The cumulative aggregate liability of Buyer for indemnification for Losses under Section 6.2(b)(i) (other than in respect of the Buyer Fundamental Representations) shall not exceed the Maximum; provided, however, that the cumulative aggregate liability of Buyer for Losses under Section 6.2(b)(i) in respect of the Buyer Fundamental Representations shall not exceed the Cumulative Aggregate Cap. (d) In no event shall the limitations in Section 6.2(c) apply to any Losses incurred, sustained or suffered by any Indemnitee in connection with, based upon, arising out of, relating to or resulting from (i) any breach of a breach any covenant or inaccuracy of or failure to comply with any representation, warranty or covenant agreement made by the Buyer or the Parent any Seller in this Agreement which survives the Closing Date as specified in Section 10.11 hereofAgreement, (ii) by reason any breach of any failure of the covenant or agreement made by Buyer or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Datein this Agreement, or (iii) arising out any claim for fraud or intentional misrepresentation. (e) A party entitled to indemnification hereunder shall herein be referred to as an “Indemnitee.” A party obligated to indemnify an Indemnitee hereunder shall herein be referred to as an “Indemnitor.” Promptly after an Indemnitee either receives notice of or resulting from the Buyer any claim or the Parent's use commencement of any action by any third party which such Indemnitee reasonably believes may give rise to a claim for indemnification from an Indemnitor hereunder (a “Third Party Claim”), such Indemnitee shall, if a claim in respect thereof is to be made against an Indemnitor under this Article VI, notify such Indemnitor in writing of such Third Party Claim; provided, however, that failure to notify an Indemnitor of a Third Party Claim shall not relieve such Indemnitor of any of its obligations hereunder, except to the extent the Indemnitor is actually and materially prejudiced in its defense of such Third Party Claim. Except as provided in this Section 6.2, the Indemnitor shall have the right, at its sole expense, using counsel reasonably acceptable to the Indemnitee and subject to the terms and conditions set forth in this Section 6.2, to contest, defend, litigate or operation settle any such Third Party Claim; provided, that (i) the Indemnitor shall have notified the Indemnitee in writing of its intention to assume the defense of such Third Party Claim within thirty (30) days of the Business related Indemnitee having given notice of the Third Party Claim to the Purchased Assets Indemnitor; (ii) the Indemnitor expressly agrees in such notice to the Indemnitee that, as between the Indemnitor and the Indemnitee, the Indemnitor shall be solely obligated to fully satisfy and discharge the Third Party Claim without reservation of any rights but subject to the limitations set forth in this Agreement; (iii) the Third Party Claim is not, in the reasonable judgment of the Indemnitee, likely to result in Losses that will exceed the limitations on the right of the Indemnitee to indemnification contained in Section 6.2(c); (iv) if reasonably requested to do so by the Indemnitee, the Indemnitor shall have made reasonably adequate provision to ensure the Indemnitee of the financial ability of the Indemnitor to satisfy the full amount of any adverse monetary judgment that may result from such Third Party Claim; (v) assumption by the Indemnitor of such Third Party Claim would not reasonably be expected to be materially detrimental to the Indemnitee (other than solely as a result of monetary damages awarded in connection with such Third Party Claim not in excess of the limitations on the right of the Indemnitee to indemnification contained in Section 6.2(c)), and (vi) the Indemnitor shall at all times diligently contest the Third Party Claim (the conditions set forth in clauses (i), (ii), (iii), (iv), (v) and (vi) being collectively referred to as the “Litigation Conditions”). The Indemnitee shall have the right to participate in, and to be represented by counsel (at its own expense) in any such contest, defense, litigation or settlement conducted by the Indemnitor; provided, that the Indemnitee shall be entitled to reimbursement therefor if the Indemnitor shall lose its right to contest, defend, litigate and settle the Third Party Claim or if representation of the Indemnitor and the Indemnitee by the same counsel would, in the reasonable opinion of such counsel, constitute a conflict of interest under applicable standards of professional conduct. The Indemnitor, if it shall have assumed the defense of a Third Party Claim as provided in this Section 6.2, shall not consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim without the prior written consent of the Indemnitee (which consent shall not be unreasonably withheld or delayed). The Indemnitor shall not, without the prior written consent of the Indemnitee, enter into any compromise or settlement which commits the Indemnitee to take, or to forbear to take, any action or which does not provide for a complete release by such third party of the Indemnitee. Notwithstanding anything contained herein to the contrary, the Indemnitee shall have the sole and exclusive right to settle any Third Party Claim, on such terms and conditions as it deems reasonably appropriate, if such Third Party Claim involves criminal or quasi-criminal allegations or seeks primarily equitable or other non-monetary relief. All expenses (including attorneys’ fees) incurred by the Indemnitor in connection with the foregoing shall be paid by the Indemnitor. No failure by an Indemnitor to acknowledge in writing its indemnification obligations under this Article VI shall relieve it of such obligations to the extent such obligations exist. If the Indemnitor fails to assume the defense of a Third Party Claim as provided in this Section 6.2 for any reason (including, for the avoidance of doubt, as a result of the failure of any of the Litigation Conditions), then the Indemnitor shall not be entitled, and shall lose its right, to contest, defend, litigate and settle such a Third Party Claim, and the Indemnitee shall have the right, without prejudice to its right to seek indemnification hereunder, in its discretion exercised in good faith, to contest, defend and litigate such Third Party Claim, and may settle such Third Party Claim either before or after the Closing Balance Sheet Dateinitiation of Litigation, at such time and upon such terms as the Indemnitee deems fair and reasonable, provided that at least five (5) Business Days prior to any such settlement, written notice of its intention to settle is given to the Indemnitor. If, in accordance with this Section 6.2, the Indemnitee contests, defends, litigates or settles any Third Party Claim for which the Indemnitee is entitled to indemnification hereunder, the Indemnitee shall be reimbursed by the Indemnitor for the reasonable attorneys’ fees and other expenses of contesting, defending, litigating and/or settling such Third Party Claim which are incurred from time to time.

General Indemnification. Subject to the provisions of this ARTICLE VIII (a) TMS shall indemnifyincluding the limitations hereinafter set forth), hold harmless by adoption of this Agreement, Seller and defend the Buyer and Parent, and their respective, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Buyer's Indemnified Parties") from and against any and all Damages suffered by the Buyer's Indemnified Parties (i) arising out of a breach or inaccuracy of or failure to comply with any representation, warranty or covenant made by TMS in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) arising out of or resulting from or based upon any Liabilities other than the Assumed Liabilities, (iii) arising out of or resulting from TMS' and its representatives' use of the Purchased Assets after the Closing Date, or (iv) arising out of or resulting from or based upon the Retained Assets. (b) The Buyer and the ParentStockholders, jointly and severally, covenant and agree to indemnifydefend, indemnify and hold harmless Buyer and defend TMSNYBE, its their respective officers, managersdirectors, employees, shareholdersrepresentatives, assignssubsidiaries, successors affiliates and affiliates (collectively, the "Seller's Indemnified Parties"parent corporations against and in respect of: A) from and against any Any and all Damages suffered by the Seller's Indemnified Parties loss, liability, cost, expense and damage arising in connection with, relating to or resulting from (i) arising out of a breach any misrepresentation, breach, non-performance or inaccuracy of or failure to comply with any representation, including any warranty contained in ARTICLE V or covenant made this Agreement, by the Buyer Stockholders or the Parent in this Agreement which survives the Closing Date as specified in Section 10.11 hereofSeller hereunder, (ii) by reason of any failure of the Buyer or the Parent to payExcluded Liability, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out breach by Stockholders or Seller of any covenant by Stockholders or Seller made or contained in this Agreement or in any Exhibit, Schedule, certificate or document executed and delivered to Buyer by or on behalf of Seller or Stockholders in connection with this Agreement or the transactions contemplated herein, (iv) matters relating to or resulting from any liability, damage, loss, claim, cost or expense (including attorneys' fees) relating to matters which occurred or arose prior to or on the Closing, and (v) matters relating to or resulting from that certain Stock Purchase Agreement dated January 29, 1991, by and among Stockholders, ▇▇▇ ▇▇▇▇▇-▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Bagel Stop, Inc., and the related Noncompetition Covenant and Trade Secrets Agreement (the "Bagel Stop Agreements"); provided, however, Buyer and NYBE shall not be indemnified for Buyer's or NYBE's breach of the Trade Secrets Agreement, a form of which is attached hereto as Exhibit "K." B) Any and all costs, expenses (including settlement payments made as provided in this Agreement), actions, suits, proceedings, claims, demands, assessments and judgments, incident to or arising in connection with, relating to or resulting from any breach, misrepresentation, non-performance or inaccuracy described in Sub- Paragraph (A) of this Section 8.01; and C) Any and all costs, expenses and all other damages incurred by Buyer or the Parent's use NYBE in claiming, contesting or remedying any breach, misrepresentation, non-performance or inaccuracy described above, including, by way of or operation of the Business related to the Purchased Assets on or after the Closing Balance Sheet Dateillustration and not limitation, all reasonable legal and accounting fees, other professional expenses and all filing fees, and collection costs incident thereto and all such fees, costs and expenses incurred in defending such matters which, if successfully prosecuted, would have been indemnifiable hereunder.

General Indemnification. (a) TMS COMPANY shall indemnifydefend, indemnify and hold harmless and defend the Buyer and ParentMorphoSys, its Affiliates, and their respectiverespective directors, its officers, managers, employees, shareholders, assigns, successors and affiliates agents (collectively, the "Buyer's Indemnified Parties"“MorphoSys Indemnitees”) from and against any and all Damages suffered by Losses in connection with any Third Party Claim to the Buyer's Indemnified Parties extent arising from or occurring as a result of or in connection with: (i) arising out COMPANY’s, its Affiliates’ or its Sublicensees’ exercise of a breach rights under this Agreement, including the Development, storage, handling, use, Commercialization, or inaccuracy importation of any Licensed Antibody or failure to comply with Product by COMPANY or any representation, warranty of its Affiliates or covenant made by TMS Sublicensees in this Agreement which survives or for the Closing Date as specified in Section 10.11 hereofCOMPANY Territory, (ii) arising out COMPANY’s, its Affiliates’ or Sublicensees’ exercise of the rights granted under this Agreement with respect to the Co-Commercialization Territory, including the Co-Commercialization of any Licensed Antibody or resulting from Product by COMPANY or based upon any Liabilities other than of its Affiliates or Sublicensees in or for the Assumed LiabilitiesCo-Commercialization Territory, (iii) arising out any breach by COMPANY of its representations, warranties, covenants or resulting from TMS' and its representatives' use of the Purchased Assets after the Closing Dateobligations under this Agreement, or (iv) arising out the gross negligence or wilful misconduct of or resulting from or based upon the Retained Assets. (b) The Buyer and the Parentany COMPANY Indemnitee; provided, jointly and severallyhowever, covenant and agree with regards to indemnify, hold harmless and defend TMS, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Seller's Indemnified Parties") from and against any and all Damages suffered by the Seller's Indemnified Parties (i) arising out of a breach or inaccuracy of or failure through (iv) above, excluding [***] (which, for clarity, shall be governed solely by Section 14.214.1(b) and (c)) and except to the extent that MorphoSys has an indemnification obligation pursuant to Section 14.1 for such Loss and provided that MorphoSys Indemnitees comply with any representation, warranty or covenant made by the Buyer or the Parent in this Agreement which survives the Closing Date as specified procedure set forth in Section 10.11 hereof, (ii) by reason of any failure of the Buyer or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related to the Purchased Assets on or after the Closing Balance Sheet Date14.3.

General Indemnification. (ai) TMS The Company and the Operating Partnership, jointly and severally, shall indemnify, indemnify and hold harmless and defend the Buyer and Parent, Contributors and their respective, its officersrespective directors, managers, officers, employees, shareholdersagents, assignsrepresentatives, successors beneficiaries, equity interest holders and affiliates Affiliates (collectively, the "Buyer's each of which is an “Indemnified Parties"Contributor Party”) from and against any and all Damages suffered claims, losses, damages, liabilities and expenses, including, without limitation, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation and remediation, costs of investigative, judicial or administrative proceedings or appeals therefrom, and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the Buyer's such Indemnified Parties (i) Contributor Party arising out of a breach or inaccuracy of relating to or failure to comply in connection with any breach of a representation, warranty or covenant made by TMS of the Company or the Operating Partnership contained in this Agreement which survives or in any Schedule, certificate, affidavit or other document delivered by the Closing Date as specified in Section 10.11 hereof, Company or Operating Partnership pursuant to this Agreement. (ii) arising out of or resulting from or based upon any Liabilities other than the Assumed Liabilities, (iii) arising out of or resulting from TMS' and its representatives' use of the Purchased Assets after the Closing Date, or (iv) arising out of or resulting from or based upon the Retained Assets. (b) The Buyer and the ParentContributors, jointly and severally, covenant shall indemnify and agree to indemnify, hold harmless the Company and defend TMS, its officersthe Operating Partnership and their respective directors, managers, officers, employees, shareholdersagents, assignsrepresentatives, successors beneficiaries, equity interest holders and affiliates Affiliates (collectively, the "Seller's each of which is an “Indemnified Parties"Company Party”) from and against any and all Damages suffered Losses asserted against, imposed upon or incurred by the Seller's such Indemnified Parties (i) Company Party arising out of a breach or inaccuracy of relating to or failure to comply in connection with any breach of a representation, warranty or covenant made by the Buyer or the Parent of any Contributor contained in this Agreement which survives the Closing Date as specified or in Section 10.11 hereofany Schedule, (ii) certificate, affidavit or other document delivered by reason of any failure of the Buyer or the Parent Contributor pursuant to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related to the Purchased Assets on or after the Closing Balance Sheet Datethis Agreement.

General Indemnification. (a) TMS The Company shall indemnify, defend and hold harmless and defend the Buyer and Parent, and their respectiveeach Purchaser, its affiliates, their respective officers, managersdirectors, partners, employees, shareholdersagents, assignsrepresentatives, successors and affiliates assigns (collectively, the each a "Buyer's Indemnified PartiesPurchaser Entity") harmless from and against any and all Damages Losses (as defined below) incurred or suffered by a Purchaser Entity (whether incurred or suffered directly or indirectly through ownership of capital stock of the Buyer's Indemnified Parties (iCompany) arising out from the breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in any Ancillary Document. Each Purchaser, severally and not jointly, shall indemnify, defend and hold the Company, its affiliates, their respective officers, directors, employees, agents, representatives, successors and assigns harmless against all Losses arising from the breach of any of its representations, warranties, covenants or agreements in this Agreement or in any Ancillary Documents. Notwithstanding anything to the contrary in this Agreement, no indemnification payment by the Company pursuant to this Section 8 with respect to any Losses otherwise payable hereunder as a result of a breach or inaccuracy of or failure to comply with the representations and warranties of the Company (other than any representation, Losses resulting from breaches of the representation and warranty or covenant made by TMS in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, 2.3 which shall not be subject to the Deductible (iias defined below)) arising out of or resulting from or based upon any Liabilities other shall be payable until the time as such Losses shall aggregate for all Purchaser Entities to more than the Assumed Liabilities, $50,000 (iii) arising out of or resulting from TMS' and its representatives' use of the Purchased Assets after the Closing Date, or (iv) arising out of or resulting from or based upon the Retained Assets. (b) The Buyer and the Parent, jointly and severally, covenant and agree to indemnify, hold harmless and defend TMS, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Seller's Indemnified PartiesDeductible") from ), and against any and all Damages suffered by the Seller's Indemnified Parties (i) arising out of a breach or inaccuracy of or failure to comply with any representation, warranty or covenant made by the Buyer or the Parent in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) by reason of any failure of the Buyer or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related then only to the Purchased Assets on or after extent that such Losses, in the Closing Balance Sheet Dateaggregate for all Purchaser Entities, exceed the Deductible.

General Indemnification. (a) TMS shall indemnifySubject to the other provisions of this Article 9, hold harmless from and defend after the Closing, each of the Buyer and Parent, and their respective, and/or its officers, managersdirectors, employees, shareholdersmembers, assignspartners, successors managers, Affiliates, representatives and/or agents (each a “Buyer Indemnitee”) shall be entitled to assert claims (whether or not arising out of Third Party Claims (as defined below)) against the Indemnity Escrow Account EAST\134549672.25 69 in respect of damages, losses, liabilities, obligations, claims of any kind, interest or expenses (including penalties, reasonable attorneys’, accountants’ and affiliates (collectivelyother professionals’ fees and expenses, the "Buyer's Indemnified Parties") from and against any court costs and all Damages suffered by amounts paid in investigation, defense or settlement of any of the Buyer's Indemnified Parties foregoing) (each a “Loss”) incurred or arising as a result of or otherwise related to (i) arising out any breach of a breach representation or inaccuracy of or failure to comply with any representation, warranty or covenant made by TMS the Company or Blocker contained in this Agreement which survives Article 3 or Sellers contained in Article 4 or in any certificate delivered pursuant to Section 2.3(b)(i) (except, in each case, for breach of the Closing Date as specified representations and warranties set forth in Section 10.11 hereof3.15 (Tax Matters)), and (ii) arising out of any breach by the Company (prior to the Closing), the Blocker (prior to the Closing) or resulting from or based upon any Liabilities other than the Assumed Liabilities, (iii) arising out of or resulting from TMS' and its representatives' use of the Purchased Assets after Sellers of any of the Closing Datecovenants or agreements contained herein which are to be performed by the Company (prior to the Closing), the Blocker (prior to the Closing) or Sellers (ivexcept, in each case, for breach of the covenants or agreements set forth in Section 6.13 (Tax Matters)). Subject to the other provisions of this Article 9, claims made pursuant to the terms of Section 9.2(a) arising out of or resulting from or based upon shall be made solely against the Retained AssetsIndemnity Escrow Account. (b) The Subject to the other provisions of this Article 9, from and after the Closing, each Group Company shall (and Buyer and the Parent, jointly and severally, covenant and agree to shall cause each Group Company to) indemnify, defend and hold harmless and defend TMSeach Seller, its Affiliates, and their respective officers, directors, employees, members, partners, managers, employees, shareholders, assigns, successors representatives and affiliates agents (collectively, the "Seller's Indemnified Parties"each a “Seller Indemnitee”) harmless from and against any and all Damages suffered by the Seller's Indemnified Parties Loss incurred or arising as a result of or otherwise related to (i) arising out any breach of a breach representation or inaccuracy of or failure to comply with any representation, warranty or covenant made by the Buyer contained in Article 5 (or the Parent in this Agreement which survives the Closing Date as specified in any certificate delivered pursuant to Section 10.11 hereof2.3(b)(iii)), (ii) any breach by reason Buyer of any failure of the its covenants or agreements contained herein, and (iii) any breach by Buyer or the Parent Company of any of its covenants or agreements contained herein which are to pay, honor, perform be performed by the Company or otherwise discharge the Assumed Liabilities on and any other Group Company after the Closing Date, or by Buyer. (iiic) arising out of or resulting from The obligations to indemnify and hold harmless pursuant to this Section 9.2 shall survive the Buyer or the Parent's use of or operation consummation of the Business related Transactions for the applicable period set forth in Section 9.1, except for claims for indemnification asserted prior to the Purchased Assets on or after the Closing Balance Sheet Dateend of such applicable period (which claims shall survive until final resolution thereof).

General Indemnification. (a) TMS Shareholders, jointly and severally, shall indemnify, defend and hold harmless Parent and defend the Buyer and Parentits directors, and their respective, its officers, managersAffiliates, employees, shareholders, assigns, successors agents and affiliates representatives (collectively, the "Buyer's “Parent Indemnified Parties") ”), from and against any and all Damages Losses that are incurred or suffered by any of them in connection with or resulting from any of the Buyer's Indemnified Parties following: (i) arising out of a any breach of, or inaccuracy in, any representation or warranty made by any Shareholder in this Agreement; (ii) any breach of or failure to comply with any representation, warranty or covenant made by TMS any Shareholder in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) arising out of or resulting from or based upon any Liabilities other than the Assumed Liabilities, Agreement; (iii) arising out of or resulting from TMS' and its representatives' use of any Closing Indebtedness, to the Purchased Assets after extent not included in the Closing Date, or adjustments provided for in Section 1.7; (iv) arising out any Transaction Expense, to the extent not included in the adjustments provided for in Section 1.7; (v) any matter identified on Schedule 3.13; or (vi) the enforcement by any Parent Indemnified Party of or resulting from or based upon the Retained Assetsits indemnification rights under this Agreement. (b) The Buyer and the Parent, jointly and severally, covenant and agree to Parent shall indemnify, defend and hold harmless Shareholders and defend TMStheir respective directors, its officers, managersAffiliates, employees, shareholders, assigns, successors agents and affiliates representatives (collectively, the "Seller's “Shareholder Indemnified Parties"”) from and against any and all Damages Losses that are incurred or suffered by any of them in connection with or resulting from any of the Seller's Indemnified Parties following: (i) arising out of a any breach of, or inaccuracy in, any representation or warranty made by Parent in this Agreement; (ii) any breach of or failure to comply with any representation, warranty or covenant made by the Buyer or the Parent in this Agreement which survives Agreement; or (iii) the Closing Date as specified in enforcement by the Shareholder Indemnified Parties of their indemnification rights under this Agreement. (c) The maximum aggregate obligation of (i) Shareholders for Losses pursuant to claims for breaches of representations and warranties (other than Fundamental Representations) under Section 10.11 hereof7.2(a)(i), and (ii) Parent for Losses pursuant to claims for breaches of representations and warranties (other than Fundamental Representations) under Section 7.2(b)(i), shall not exceed $1,250,000 (the “Cap”). The Cap shall not apply to Losses arising in respect of claims for misrepresentations and breach of the Fundamental Representations. (d) In no event shall the limitations set forth in Section 7.2(c) apply to Losses suffered or incurred by any Indemnified Party as a result of, or arising out of, (i) the matters set forth in Sections 7.2(a)(ii) through 7.2(a)(vi), Sections 7.2(b)(ii) or 7.2(b)(iii), or Section 6.1, or (ii) any fraud or intentional misrepresentation by a Party (e) The representations and warranties in this Agreement and the Ancillary Agreements shall not be affected or diminished by, and no right of indemnification hereunder shall be limited by reason of any failure of the Buyer investigation or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related to the Purchased Assets on audit conducted before or after the Closing Balance Sheet Dateor the knowledge of any Party of any breach of a representation, warranty, covenant or agreement by the other Party at any time, or the decision of any Party to complete the Closing.

General Indemnification. (a) TMS To the fullest extent permitted by law, Consultant shall indemnifydefend, indemnify and hold harmless and defend the Buyer and Parent, and their respectiveCity, its officials, officers, managers, employees, shareholders, assigns, successors volunteers and affiliates (collectively, the "Buyer's Indemnified Parties") agents free and harmless from and against any and all Damages suffered by the Buyer's Indemnified Parties (i) arising out claims, demands, causes of a breach action, costs, expenses, liability, loss, damage or inaccuracy of injury, in law or failure equity, to comply with property or persons, including wrongful death, in any representation, warranty or covenant made by TMS in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) manner arising out of or resulting from incident to any alleged negligent acts, omissions or based upon any Liabilities other than the Assumed Liabilitieswillful misconduct of Consultant, (iii) its officials, officers, employees, agents, subcontractors and subcontractors arising out of or resulting from TMS' and its representatives' use in connection with the performance of the Purchased Assets after Services, the Closing DateProject or this Agreement, including without limitation the payment of all consequential damages, attorneys’ fees and other related costs and expenses. Consultant shall defend, at Consultant 's own cost, expense and risk, any and all such aforesaid suits, actions or (iv) arising out other legal proceedings of every kind that may be brought or resulting from or based upon the Retained Assets. (b) The Buyer and the Parent, jointly and severally, covenant and agree to indemnify, hold harmless and defend TMSinstituted against City, its directors, officials, officers, managers, employees, shareholdersagents or volunteers. Consultant shall pay and satisfy any judgment, assignsaward or decree that may be rendered against City or its directors, successors officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding, Consultant shall reimburse City and affiliates (collectivelyits directors, the "Seller's Indemnified Parties") from and against officials, officers, employees, agents and/or volunteers, for any and all Damages suffered legal expenses and costs, including reasonable attorneys’ fees, incurred by each of them in connection therewith or in enforcing the Sellerindemnity herein provided. Consultant 's Indemnified Parties (i) arising obligation to indemnify shall not be restricted to insurance proceeds, if any, received by City or its directors, officials, officers, employees, agents or volunteers. Consultant shall not be liable, nor shall it have the duty to defend or indemnify for the negligent or willful misconduct of City, its directors, officials, officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Consultant 's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of a breach of, pertain to, or inaccuracy of relate to the negligence, recklessness, or failure to comply with any representation, warranty or covenant made by the Buyer or the Parent in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) by reason of any failure willful misconduct of the Buyer Consultant. This Section 5.1 shall survive any expiration or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out termination of or resulting from the Buyer or the Parent's use of or operation of the Business related to the Purchased Assets on or after the Closing Balance Sheet Datethis Agreement.

General Indemnification. (a) TMS shall Buyer agrees to indemnify, defend and hold harmless and defend the Buyer and Parent, Company Parties and their respectiverespective Affiliates and each of their respective directors, its officers, managers, partners, employees, shareholdersagents, assignsequity holders, successors and affiliates assigns (collectivelyeach, the "Buyer's a “Company Indemnified Parties") Party”), from and against any and all Damages Losses incurred or suffered by the Buyer's any Company Indemnified Parties (i) Party arising out of a breach or inaccuracy of or failure to comply with any representationof, warranty or covenant made by TMS in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) arising out of based upon or resulting from any breach of any representation or based upon warranty of Buyer herein or breach by Buyer of, or any Liabilities other than the Assumed Liabilitiesfailure of Buyer to perform, (iii) arising out of or resulting from TMS' and its representatives' use any of the Purchased Assets after covenants, agreements or obligations of Buyer contained in or made pursuant to this Agreement of the Closing Date, or (iv) arising out of or resulting from or based upon the Retained Assetsother Transaction Documents by Buyer. (b) The Buyer and the ParentCompany parties, jointly and severally, covenant and agree to indemnify, defend and hold harmless the Buyer and defend TMSits Affiliates and each of their respective directors, its officers, managers, partners, employees, shareholdersagents, assignsequity holders, successors and affiliates assigns (collectivelyeach, the "Seller's a “NutraLife Indemnified Parties") Party”), from and against any and all Damages Losses incurred or suffered by the Seller's any NutraLife Indemnified Parties (i) Party arising out of, based upon or resulting from any breach of a any representation or warranty of any Company Party herein or breach by any Company Party of, or inaccuracy of or failure to comply with any representation, warranty or covenant made by the Buyer or the Parent in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) by reason of any failure of the Buyer or the Parent any Company Party to payperform, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation any of the Business related covenants, agreements or obligations either Company Party contained in or made pursuant to this Agreement of the Purchased Assets on other Transaction Documents by either Company Party or after both Company Parties. (c) The person or entity claiming any indemnification hereunder is referred to herein as the Closing Balance Sheet Date“Indemnified Party” and the entity from which indemnification hereunder is sought is referred to herein as the “Indemnifying Party”.

General Indemnification. (a) TMS Each Borrower, each Credit Party and each Guarantor hereby jointly and severally agrees to and shall indemnify, defend, protect and hold harmless and defend the Buyer and ParentLender, Medical Capital Corporation, Medical Provider Financial Corporation I, Medical Provider Financial Corporation II, and each of their respectiveAffiliates, its and each of their respective officers, managersdirectors, members, employees, shareholdersattorneys, assignsagents, successors and affiliates representatives (collectivelyeach, the "Buyer's an “Indemnified Parties"Person”) free and harmless from and against any and all Damages suffered by the Buyer's legal actions, suits, proceedings or claims brought or asserted against any Indemnified Parties Person for damages, losses, liabilities and expenses (iincluding reasonable attorneys’ fees, witness and expert witness fees, court fees and charges, and disbursements and other costs of investigation or defense, including those incurred upon any appeal or in any Bankruptcy Proceeding) arising out of a breach directly or inaccuracy of or failure to comply with any representation, warranty or covenant made by TMS in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) indirectly arising out of or resulting from or based upon any Liabilities other than relating to (a) the Assumed Liabilitiesexecution and delivery of the Credit Agreement by an Indemnified Person, (iiib) arising out the execution and delivery of or resulting from TMS' this Amendment No. 1 by an Indemnified Person, (c) the execution and its representatives' use delivery of any Loan Document by an Indemnified Person, (d) the execution and delivery of any New Loan Document by an Indemnified Person, (e) the making of the Purchased Assets after Loan by an Indemnified Person, (f) the Closing Datemaking of the New Loan by an Indemnified Person, or (ivg) arising out of any Lender Liability Claims brought or resulting from asserted against an Indemnified Person with respect to the Loan or based upon New Loan. Notwithstanding anything to the Retained Assets. (b) The Buyer and the Parent, jointly and severally, covenant and agree to indemnify, hold harmless and defend TMS, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectivelycontrary contained in this Amendment No. 1, the "Seller's Indemnified Parties"maximum liability of all Credit Parties as Credit Parties pursuant to this Section 4.1 in the aggregate shall be limited to One Million Dollars ($1,000,000); provided, however, that such limitation shall not be applicable to any Credit Party’s individual liability for the payment and performance of any liabilities and obligations under any other Loan Document (including any pledge agreement or guaranty) to which such Credit Party is a direct party. With respect to the liability of Credit Parties hereunder, Lender agrees to seek payment of any financial Obligations (other than principal and interest payments) from Borrowers but in the event Borrowers fail to pay within five (5) days, then Lender shall be entitled to pursue its right to such payment from Borrowers and/or Credit Parties. Lender further agrees that, with respect to any liability or obligation of a Credit Party under this Credit Agreement or any other Loan Document, Lender’s only recourse shall be against the Credit Party itself and any Collateral provided by the Credit Party. In this regard, Lender hereby acknowledges that, except for distributions actually made by a Credit Party to an Individual(s) (defined below), it is not looking to any constituent member or other equity owner who is a natural person, or any manager, officer, director, employee or other individual representative of any Credit Party (“Individuals”) for recourse, and waives any rights it may have, by virtue of alter ego, “piercing the veil,” undercapitalization, failure to observe corporate or limited liability company formalities, or any other legal theory, to pursue causes of action under this Credit Agreement or any other Loan Document against any and all Damages suffered by the Seller's Indemnified Parties (i) arising out of a breach or inaccuracy of or failure to comply with any representation, warranty or covenant made by the Buyer or the Parent in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) by reason of any failure of the Buyer or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related to the Purchased Assets on or after the Closing Balance Sheet DateIndividuals.

General Indemnification. (a) TMS From and after the Closing, subject to the limitations and other provisions set forth in this Article 9, each Seller shall indemnify, defend and hold harmless and defend the Buyer and Parent, and their respectiveBuyer, its Affiliates (including the Group Companies) and each of their respective officers, managersdirectors, employees, shareholdersstockholders, assignsagents, successors attorneys accountants, representatives, successors, and affiliates permitted assigns (collectivelyeach, a “Buyer Indemnitee” and together, the "Buyer's Indemnified Parties"“Buyer Indemnitees”) harmless from and against any damages, losses, Liabilities, obligations, Taxes, claims of any kind, interest or expenses (including reasonable attorneys’ fees and all Damages expenses) (“Loss”), in each case actually incurred, suffered by or asserted against a Buyer Indemnitee, to the Buyer's Indemnified Parties (i) arising out of a breach extent directly or inaccuracy of or failure to comply with any representation, warranty or covenant made by TMS in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) indirectly arising out of or resulting from from: (i) any misrepresentation in or based upon any Liabilities breach or inaccuracy of (A) such Seller’s Individual Seller Fundamental Representations; (B) Company Fundamental Representations, (C) the representations and warranties of such Seller (other than such Seller’s Individual Seller Fundamental Representations) set forth in this Agreement, or (D) the representations and warranties of the Company (other than the Assumed LiabilitiesCompany Fundamental Representations) set forth in this Agreement or any Ancillary Document; (ii) any breach or nonfulfillment of any covenant, agreement or other obligation of such Seller set forth in this Agreement or any Ancillary Document; (iii) arising out any breach or nonfulfillment of any covenant, agreement or resulting from TMS' and its representatives' use other obligation of the Purchased Assets after the Closing Date, Company set forth in this Agreement or any Ancillary Document; or (iv) arising out of or resulting from or based upon the Retained Assetsany Pre-Closing Taxes. (b) The obligation to provide indemnification under Section 9.2(a) other than with respect to Section 9.2(a)(i)(A), Section 9.2(a)(i)(C) and Section 9.2(a)(ii), shall be pro rata in accordance with each Seller’s Percentage Allocation (such that the total amount of such indemnity is equal to 100% of the applicable Losses but, other than with respect to Fraud (but subject to the last sentence of Section 9.5 in respect of AIG), recovery by Buyer shall not in any event exceed the Final Purchase Price). The obligation to provide indemnification pursuant to Section 9.2(a)(i)(A), Section 9.2(a)(i)(C) and Section 9.2(a)(ii) shall be borne solely by the Parentapplicable Seller to whom such representation or obligation, jointly as applicable, relates. Each Seller’s obligation to provide indemnification pursuant to this Section 9.2 shall be several and severallynot joint. (c) From and after the Closing, covenant subject to the limitations and agree to other provisions set forth in this Article 9, Buyer shall indemnify, defend and hold harmless the Sellers, their Affiliates and defend TMS, its each of their respective officers, managersdirectors, employees, shareholdersstockholders, assignsagents, successors attorneys accountants, representatives, successors, and affiliates permitted assigns (collectivelyeach, a “Seller Indemnitee” and together, the "Seller's Indemnified Parties"“Seller Indemnitees”) harmless from and against any and all Damages Loss incurred, suffered by or asserted against a Seller Indemnitee, to the Seller's Indemnified Parties (i) arising out of a breach extent directly or inaccuracy of or failure to comply with any representation, warranty or covenant made by the Buyer or the Parent in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) by reason of any failure of the Buyer or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) indirectly arising out of or resulting from from: (i) any misrepresentation in or breach or inaccuracy of (A) Buyer Fundamental Representations or (B) the other representations and warranties of Buyer set forth in this Agreement; or (ii) any breach or nonfulfillment of any covenant, agreement or other obligation of Buyer set forth in this Agreement. (d) Nothing in this Article 9 shall affect or limit the Parent's use ability of or operation of Buyer to recover under the Business related to the Purchased Assets on or after the Closing Balance Sheet DateR&W Insurance for any matters covered thereunder.

General Indemnification. (a) TMS shall Each Stockholder, jointly and severally, ----------------------- covenants and agrees to indemnify, defend, protect and hold harmless USOP, Newco and defend the Buyer and Parent, Surviving Corporation and their respective, its respective officers, managersdirectors, employees, shareholdersstockholders, assigns, successors and affiliates (individually, an "USOP Indemnified Party" and collectively, the "Buyer's USOP Indemnified Parties") from, against and in respect of: (a) all liabilities, losses, claims, damages, punitive damages, causes of actions, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages) and against costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "USOP Damages") suffered, sustained, incurred or paid by any and all Damages suffered by the Buyer's USOP Indemnified Parties Persons in connection with, resulting from or arising out of, directly or indirectly: (i) arising out any breach of a breach any representation or inaccuracy warranty of the Stockholders or failure to comply with any representation, warranty or covenant made by TMS the Company set forth in this Agreement which survives or any certificate, document or instrument delivered by or on behalf of any Stockholder or the Closing Date as specified Company in Section 10.11 hereof, connection herewith; (ii) arising out any nonfulfillment of any covenant or resulting from agreement on the part of the Stockholders or based upon any Liabilities other than the Assumed Liabilities, Company in this Agreement; (iii) arising out of the business, operations or resulting from TMS' and its representatives' use assets of the Purchased Assets after Company prior to the Closing Date, except, subject to Section 8.1(a)(iv), as otherwise disclosed in the Company Financial Statements or the schedules to this Agreement; or (iv) arising out of or resulting from or based upon matters related to the Retained Assets.401(k) Plan as disclosed on Schedule 3.20 and matters related to the litigation disclosed on Schedule 3.21; and (b) The Buyer and the Parent, jointly and severally, covenant and agree to indemnify, hold harmless and defend TMS, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Seller's Indemnified Parties") from and against any and all USOP Damages suffered by the Seller's Indemnified Parties (i) arising out of a breach or inaccuracy of or failure incident to comply with any representation, warranty or covenant made by the Buyer or the Parent in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) by reason of any failure of the Buyer foregoing or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related to the Purchased Assets on or after the Closing Balance Sheet Dateenforcement of this Section 8.1.

General Indemnification. (a) TMS shall indemnify9.1.1 Subject to Sections 9.2, 9.4, and 9.5, the Seller hereby agrees to indemnify and hold harmless and defend the Buyer and ParentPurchaser, the Company, and their respectiverespective directors, its officers, managers, employees, shareholdersAffiliates, assignsagents, successors and affiliates assigns (collectively, the "Buyer's Purchaser Indemnified Parties") harmless from and against against: 9.1.1.1 any and all Damages suffered Losses based upon, attributable to or resulting from any inaccuracy or breach of any representation or warranty of the Seller set forth in ARTICLE 4, or any representation or warranty contained in any certificate delivered by or on behalf of the Buyer's Indemnified Parties Seller pursuant to this Agreement; 9.1.1.2 any and all Losses based upon, attributable to or resulting from any inaccuracy or breach of any covenant or other agreement on the part of the Seller under this Agreement; 9.1.1.3 any and all Losses resulting from the failure to obtain any Consent with respect to any Contract of the Company which provides for or requires the Consent of the other party thereto to be obtained in connection with, or as a result of, the consummation of any of the transactions contemplated by this Agreement; 9.1.1.4 any of the litigation matters set forth on Schedule 4.17, except for claims based upon, attributable to or resulting from any (i) arising out Interon or Interon based products, or (ii) unpurchased inventory and rebate dispute involving ▇▇▇▇'▇ Companies, Inc.; 9.1.1.5 any claim based upon, attributable to or resulting from asbestos-containing products manufactured or sold by the Company prior to the Closing; and 9.1.1.6 any claim for indemnification against the Company by any Person who was a director or an officer of a breach or inaccuracy of or failure the Company prior to comply with any representation, warranty or covenant made by TMS in this Agreement which survives the Closing Date (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise), for any claims made against such Person in his role as specified in Section 10.11 hereofa director or officer of the Company and brought by Seller (whether such action, (ii) arising out of suit, proceeding, complaint, claim or demand is pursuant to this Agreement, Applicable Law, or otherwise), if such Person is entitled to indemnification from the Company. 9.1.2 Subject to Sections 9.3 and 9.5, the Purchaser hereby agrees to indemnify and hold the Seller, and its Affiliates, and their respective directors, officers, employees, agents, successors and assigns harmless from and against: 9.1.2.1 any and all Losses based upon, attributable to or resulting from any inaccuracy or breach of any representation or warranty of the Purchaser set forth in ARTICLE 5, or any representation or warranty contained in any certificate delivered by or on behalf of the Purchaser pursuant to this Agreement; 9.1.2.2 any and all Losses based upon any Liabilities other than the Assumed Liabilitiesupon, (iii) arising out of attributable to or resulting from TMS' and its representatives' use any inaccuracy or breach of any covenant or other agreement on the part of the Purchased Assets after the Closing DatePurchaser under this Agreement; and 9.1.2.3 claims based upon, or (iv) arising out of attributable to or resulting from any Interon or Interon based upon the Retained Assetsproducts. (b) The Buyer and the Parent, jointly and severally, covenant and agree to indemnify, hold harmless and defend TMS, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Seller's Indemnified Parties") from and against any and all Damages suffered by the Seller's Indemnified Parties (i) arising out of a breach or inaccuracy of or failure to comply with any representation, warranty or covenant made by the Buyer or the Parent in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) by reason of any failure of the Buyer or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related to the Purchased Assets on or after the Closing Balance Sheet Date.

General Indemnification. (a) TMS Sears shall indemnify, defend and hold harmless the Company and defend the Buyer and Parent, and their respective, each of its officers, managersdirectors and affiliates, employeesincluding WAH immediately following the Closing (each, shareholdersa "Company Indemnitee"), assigns, successors and affiliates (collectively, the "Buyer's Indemnified Parties") harmless from and against against, and shall reimburse each Company Indemnitee for, any and all Damages Losses (as defined below) that may be incurred or suffered by the Buyer's Indemnified Parties such Company Indemnitee relating to, based upon, resulting from or arising out of (i) arising out of a any breach or inaccuracy other violation of or failure to comply with any representation, warranty warranty, agreement, obligation or covenant made by TMS in commitment of Sears under this Agreement which survives or the Closing Date as specified in Section 10.11 hereofAssumption Agreement, (ii) arising out of or resulting from or based upon any WAH Liabilities other than the Assumed Liabilities(as defined below), (iii) arising the Share Exchange or Merger Transaction; provided, that Sears will not indemnify the Company for any Losses that arise out of or resulting result from TMS' and its representatives' use (w) the Company's breach or violation of any representation or warranty (without regard to any materiality or knowledge qualifiers otherwise pertaining thereto), agreement, obligation or commitment of the Purchased Assets after Company under this Agreement or the Assumption Agreement, including any of the covenants contained in Section 1.6 of this Agreement, (x) any liabilities which arise out of or result from any obligation, duty, responsibility or commitment, contractual or otherwise, of the Company or its subsidiaries that exists either as of or prior to the Closing Date(the "Company Liabilities") or (y) any liabilities of WAH, contractual or otherwise, that occur as a result of or arise from the Company Liabilities through agreement, operation of law or otherwise or (iv) Sears' ownership of the equity of WAH, except that any such Losses relating to, based upon, resulting from or arising out of any breach or resulting from other violation of any representation and warranty set forth in Section 3.8 or based upon subject to indemnification under Section 5.2 shall be governed exclusively by Section 5. The parties hereto agree that this Agreement, including the Retained Assetsindemnification provisions hereof, shall not be deemed to alter in any way Sears' liability under the Merger Agreement (as defined in Schedule 3.6 hereto), except to the extent that Sears' liability under the Merger Agreement will be sole rather than joint and several with WAH. (b) The Buyer and the Parent, jointly and severally, covenant and agree to Company shall indemnify, defend and hold harmless Sears and defend TMS, each of its officers, managers, employees, shareholders, assigns, successors directors and affiliates (collectivelyeach, the a "Seller's Indemnified PartiesSears Indemnitee") ), harmless from and against against, and shall reimburse each Sears Indemnitee for, any and all Damages Losses that may be incurred or suffered by the Seller's Indemnified Parties (i) such Sears Indemnitee relating to, based upon, resulting from or arising out of a any breach or inaccuracy other violation of or failure to comply with any representation, warranty warranty, agreement, obligation or covenant made by commitment of the Buyer Company under this Agreement or the Parent in this Agreement which survives Assumption Agreement, including any of the Closing Date as specified covenants contained in Section 10.11 hereof1.6 of this Agreement. (c) For purposes of this Agreement, (ii) by reason of any failure of the Buyer or following terms shall have the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related to the Purchased Assets on or after the Closing Balance Sheet Date.following definitions:

General Indemnification. (a) TMS Subject to the other provisions of this ARTICLE IX, from and after the Closing, Seller shall indemnify, defend and hold harmless and defend the Buyer and Parent, its Affiliates (including the Company) and their respectiverespective Affiliates and directors, its officers, managers, employees, shareholdersrepresentatives, assignsagents and advisors (including legal, successors financial and affiliates accounting advisors) (collectivelyeach, the "Buyer's Indemnified Parties"a “Buyer Indemnitee”) harmless from any damages, losses, costs, liabilities, obligations, deficiencies, penalties, fines, impositions, assessments, claims of any kind, interest or expenses (including reasonable attorneys’ fees and against any and all Damages expenses) (each, a “Loss”) suffered by the Buyer's Indemnified Parties or paid, directly or indirectly, as a result of, in connection with, or arising out of (i) arising out any breach of a breach any representation or inaccuracy of or failure to comply with any representation, warranty or covenant made by TMS the Company or Seller contained in this Agreement which survives ARTICLE III or ARTICLE IV, respectively, as if each such representations or warranty was made on the Closing Date date hereof and as specified of the Closing, or in the certificate delivered by the Company pursuant to Section 10.11 hereof7.2(c)(i), without regard to any materiality, material adverse effect, Company Material Adverse Effect or similar materiality qualifications set forth in any such representations or warranties (except in the case of Section 3.4 (Financial Statements), Section 3.8 (Absence of Certain Changes and Undisclosed Liabilities) and Section 3.18(b) (Personal Property) but, for the avoidance of doubt, knowledge qualifications and dollar thresholds shall not be disregarded, (ii) arising out any breach by the Company (prior to the Closing) or Seller of any of the covenants or resulting from agreements contained herein which are to be performed by the Company (prior to the Closing) or based upon any Liabilities other than the Assumed LiabilitiesSeller, (iii) any Seller Expenses or Indebtedness of any Group Company (other than pursuant to the Financing Commitments), in each case, that is outstanding as of immediately prior to the Closing and is neither repaid on or before the Closing nor included in the determination of the Final Purchase Price, (iv) any Taxes arising out of or resulting from TMS' the Texas Audits and its representatives' use of the Purchased Assets after the Closing Date, or (ivv) any Taxes arising out of the IRS Audit; provided, however, that Seller shall not be liable for any such Loss to the extent resulting from, incurred in connection with or arising out of an Engagement Termination or to the extent resulting from adjustments to reserves in respect of returns or based upon deferred revenue solely as a result of accounting in respect of returns as reflected in any restatement of the Retained AssetsFinancial Statements. (b) The Subject to the other provisions of this ARTICLE IX, from and after the Closing, Buyer shall, and the Parentshall cause each Group Company to, jointly and severally, covenant and agree to indemnify, defend and hold harmless Seller and defend TMSits Affiliates and their respective Affiliates and directors, its officers, managers, employees, shareholdersrepresentatives, assignsagents, successors and affiliates advisors (collectivelyincluding legal, the "Seller's Indemnified Parties"financial and accounting advisors) (each, a “Seller Indemnitee”) harmless from and against any and all Damages Loss suffered by the Seller's Indemnified Parties or paid, directly or indirectly, as a result of, in connection with, or arising out of (i) arising out any breach of a breach any representation or inaccuracy of or failure to comply with any representation, warranty or covenant made by Buyer contained in ARTICLE V as if each such representation or warranty was made on the Buyer date hereof and as of the Closing, or in any certificate delivered to the Parent in Company or Seller pursuant to this Agreement which survives (without regard to any materiality, material adverse effect or similar materiality qualification set forth in any such representations or warranties but, for the Closing Date as specified in Section 10.11 hereofavoidance of doubt, knowledge, qualifications and dollar thresholds shall not be disregarded), (ii) any breach by reason Buyer of any failure of the Buyer its covenants or the Parent agreements contained herein and (iii) any breach by any Group Company of any of its covenants or agreements contained herein which are to pay, honor, perform or otherwise discharge the Assumed Liabilities on and be performed by such Group Company after the Closing Date, or . (iiic) arising out of or resulting from The obligations to indemnify and hold harmless pursuant to this Section 9.2 shall survive the Buyer or the Parent's use of or operation consummation of the Business related transactions contemplated hereby for the applicable period set forth in Section 9.1, except for claims for indemnification asserted prior to the Purchased Assets end of such applicable period (which claims shall survive until final resolution thereof). No Buyer Indemnitee shall be entitled to be indemnified from or held harmless against any Loss pursuant to the terms of this Section 9.2 unless such Buyer Indemnitee delivers a Notice of Claim to Seller pursuant to Section 10.2 on or after prior to the Closing Balance Sheet Dateexpiration of the applicable survival period set forth in Section 9.1.

General Indemnification. (aA) TMS SJCC shall indemnifyindemnify and save Utility and its employees, hold directors, officers, agents, successors, assigns and affiliates harmless and defend the Buyer and Parentfrom, and shall defend them against, any and all claims, demands or liabilities arising out of the operations of SJCC under this Agreement at the San ▇▇▇▇ Station site or the SJCC Site Area, excepting those claims, demands or liabilities arising out of the acts of Utility, their respectiveemployees, agents, contractors, and representatives. (B) Utility shall indemnify and save SJCC and its employees, directors, officers, agents, successors, assigns and affiliates harmless from, and shall defend them against, any and all claims, demands or liabilities arising out of the operations of Utility under this Agreement at the San ▇▇▇▇ Station site or the SJCC Site Area, excepting those claims, demands or liabilities arising out of the acts of SJCC, its employees, agents, contractors and representatives. (C) If a court of competent jurisdiction determines that the provisions of N.M.S.A. §56-7-1 or 2, (1978 Comp.) are applicable to this Agreement, then only to the Coal Supply Agreement extent that the indemnification provided in this Agreement or any portion of the indemnification provided in this Agreement would be deemed void or unenforceable under said statutes and to the narrowest extent possible, that portion of the Agreement shall not extend to indemnify against liability, claims, damages, losses or expenses, including attorneys’ fees, for or arising out of: (1) In the case that N.M.S.A. §56-7-1, is so determined to be applicable, (i) bodily injury to persons or damage to property caused by or resulting from, in whole or in part, the negligence, act or omission of the indemnitee, its officers, managersemployees or agents; and, (2) In the case that N.M.S.A. §56-7-2, employees, shareholders, assigns, successors and affiliates (collectively, the "Buyer's Indemnified Parties") from and against any and all Damages suffered by the Buyer's Indemnified Parties is so determined to be applicable, (i) arising out the sole or concurrent negligence of a breach the indemnified party or inaccuracy the agents or employees of the indemnified party or failure any independent contractor who is directly responsible to comply with any representation, warranty or covenant made by TMS in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, indemnified party; or (ii) arising out of any accident which occurs in operations carried on at the direction or resulting from or based upon any Liabilities other than under the Assumed Liabilities, (iii) arising out of or resulting from TMS' and its representatives' use supervision of the Purchased Assets after indemnified party or an employee or representative of the Closing Date, indemnified party or (iv) arising out of or resulting from or based upon the Retained Assets. (b) The Buyer in accordance with methods and the Parent, jointly and severally, covenant and agree to indemnify, hold harmless and defend TMS, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Seller's Indemnified Parties") from and against any and all Damages suffered means specified by the Seller's Indemnified Parties (i) arising out of a breach indemnified party or inaccuracy of employees or failure to comply with any representation, warranty or covenant made by the Buyer or the Parent in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) by reason of any failure representatives of the Buyer or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related to the Purchased Assets on or after the Closing Balance Sheet Dateindemnified party.

General Indemnification. (a) TMS shall Subject to the other provisions of this ARTICLE VIII, after the Closing, the Stakeholders shall, pro rata in accordance with each such Stakeholder’s Percentage Interest, severally, and not jointly with respect to any Loss, indemnify, defend and hold harmless and defend the Buyer and Parent, Merger Sub, Surviving Corporation and their respectiverespective Subsidiaries, its officers, directors, employees, managers, employeesmembers, shareholderspartners, assigns, successors Affiliates and affiliates agents (collectively, the "Buyer's Indemnified Parties"each a “Parent Indemnitee”) harmless from and against (i) any and all Damages damages, losses, liabilities, obligations, Taxes, demands or claims of any kind, deficiencies, costs, interest, expenses, awards, judgments and penalties (each a “Loss”) suffered by the Buyer's Indemnified Parties (i) or paid, directly or indirectly, as a result of, in connection with, or arising out of a any (x) breach of any representation or inaccuracy warranty (A) contained in ARTICLE III or (B) in any certificate delivered by the Company to Parent or Merger Sub pursuant to this Agreement, (y) any breach by the Company of any of the covenants or failure agreements contained herein which are to comply with any representationbe performed by the Company, warranty its Subsidiaries or covenant made by TMS in this Agreement which survives Affiliates on or before the Closing Date as specified or (z) a determination by a Taxing Authority, following a payment by the Parent to the Stakeholders pursuant to Section 10.01(b)(1), that a Tax Refund is less than the amount so paid by the Parent (provided that the obligation in Section 10.11 hereofthis clause (z) shall survive until the Survival Period Termination Date), (ii) Losses suffered or paid, directly or indirectly, as a result of, in connection with, or arising out of or resulting from or based upon any Liabilities other than the Assumed Liabilities, Agreed Indemnifiable Event and any Resolution thereof and (iii) arising out breach by Stakeholder Representative or any of or resulting from TMS' its officers, directors, employees, managers, members, partners, Affiliates and its representatives' use agents of any of the Purchased Assets covenants or agreements contained herein which are to be performed by the Stakeholder Representative, whether on, before or after the Closing Date, or (iv) arising out of or resulting from or based upon the Retained Assets. (b) The Buyer Subject to the other provisions of this ARTICLE VIII, after the Closing, Parent and the ParentSurviving Corporation, jointly and severally, covenant and agree to shall indemnify, defend and hold harmless each of the Stakeholders and defend TMStheir respective officers, its officersdirectors, employees, managers, employeesmembers, shareholderspartners, assigns, successors Affiliates and affiliates agents (collectively, the "Seller's Indemnified Parties"each a “Seller Indemnitee”) harmless from and against any and all Damages Losses suffered by the Seller's Indemnified Parties or paid, directly or indirectly, as a result of, in connection with, or arising out of (i) arising out any breach of a breach any representation or inaccuracy of warranty (A) contained in ARTICLE IV or failure (B) in any certificate delivered by Parent or Merger Sub to comply with any representation, warranty or covenant made by the Buyer or the Parent in Company pursuant to this Agreement which survives the Closing Date as specified in Section 10.11 hereof, and (ii) any breach by reason Parent or Merger Sub of any failure of the Buyer covenants or the agreements contained herein which are to be performed by Parent to payor Merger Sub, honorwhether on, perform before or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related to the Purchased Assets on or after the Closing Balance Sheet Date.

General Indemnification. (a) TMS Subject to the provisions of this Article VII, Members, jointly and severally, shall indemnify, defend and hold harmless Parent and defend the Buyer and Parentits directors, and their respective, its officers, managersAffiliates, employees, shareholders, assigns, successors agents and affiliates representatives (collectively, the "Buyer's “Parent Indemnified Parties") ”), from and against any and all Damages Losses that are incurred or suffered by any of them in connection with or resulting from any of the Buyer's Indemnified Parties following: (i) arising out of a any breach of, or inaccuracy in, any representation or warranty made by any Member in this Agreement; (ii) any breach of or failure to comply with any representation, warranty or covenant made by TMS any Member in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) arising out of or resulting from or based upon any Liabilities other than the Assumed Liabilities, Agreement; (iii) arising out of or resulting from TMS' and its representatives' use of any Closing Indebtedness, to the Purchased Assets after extent not included in the Closing Date, or adjustments provided for in Section 1.7; (iv) arising out any Transaction Expense, to the extent not included in the adjustments provided for in Section 1.7; (v) any matter identified on Schedule 3.13; (vi) any matter identified on Schedule 7.2; or (vii) the enforcement by any Parent Indemnified Party of or resulting from or based upon the Retained Assetsits indemnification rights under this Agreement. (b) The Buyer and Subject to the Parentprovisions of this Article VII, jointly and severally, covenant and agree to Parent shall indemnify, defend and hold harmless Members and defend TMStheir respective Affiliates, its officers, managers, employees, shareholders, assigns, successors agents and affiliates representatives (collectively, the "Seller's “Member Indemnified Parties"”) from and against any and all Damages Losses that are incurred or suffered by any of them in connection with or resulting from any of the Seller's Indemnified Parties following: (i) arising out of a any breach of, or inaccuracy in, any representation or warranty made by Parent in this Agreement; (ii) any breach of or failure to comply with any representation, warranty or covenant made by Parent in this Agreement; or (iii) the Buyer enforcement by the Member Indemnified Parties of their indemnification rights under this Agreement. (c) Subject to the provisions of Section 7.2(d), (i) Members shall have no obligation to indemnify Parent Indemnified Parties for any Losses pursuant to claims for breaches of, or inaccuracies in, representations and warranties (other than Fundamental Representations) under Section 7.2(a)(i) unless and until the total amount of Losses incurred by Parent Indemnified Parties with respect to breaches of, or inaccuracies in, representations and warranties exceeds $125,000 (the “Threshold”), in which case Members will be liable for all such Losses in excess of the Threshold; (ii) the maximum aggregate obligation of Members for Losses pursuant to claims for breaches of, or inaccuracies in, representations and warranties (other than Fundamental Representations and RWI Excluded Representations) under Section 7.2(a)(i) shall not exceed an amount equal to $125,000 (the “Member Cap”); and (iii) the maximum aggregate obligation of Members for Losses pursuant to Section 7.2(a) (including, for the avoidance of doubt, claims for breaches of, or inaccuracies in, Fundamental Representations and RWI Excluded Representations and the matters set forth in Sections 7.2(a)(ii) through 7.2(a)(vii)) shall not exceed $50,000,000 (the “Overall Cap”). Subject to the provisions of Section 7.2(d), (i) Parent shall have no obligation to indemnify Member Indemnified Parties for any Losses pursuant to claims for breaches of, or inaccuracies in, representations and warranties (other than Fundamental Representations) under Section 7.2(b)(i) unless and until the total amount of Losses incurred by Member Indemnified Parties with respect to breaches of, or inaccuracies in, representations and warranties exceeds the Threshold, in which case Parent will be liable for all such Losses in excess of the Threshold; and (iii) the maximum aggregate obligation of Parent for Losses pursuant to claims for breaches of, or inaccuracies in, representations and warranties (other than Fundamental Representations) under Section 7.2(b)(i) shall not exceed an amount equal to $1,000,000 (the “Parent Cap”). (d) Notwithstanding the provisions of Section 7.2(c), (i) none of the Threshold, the Member Cap or the Parent Cap shall apply to Losses suffered or incurred by any Indemnified Party as a result of, or arising out of, (A) inaccuracies in, or breach of, any Fundamental Representation, (B) the matters set forth in Sections 7.2(a)(ii) through 7.2(a)(vii), Sections 7.2(b)(ii) or 7.2(b)(iii), or Section 6.1, or (C) any fraud or intentional misrepresentation by a Party; (ii) the Member Cap shall not apply to the RWI Excluded Representations; and (iii) the Overall Cap shall not apply to Losses suffered or incurred by any Indemnified Party as a result of any fraud or intentional misrepresentation by a Party. The limitations in Section 7.2(c) shall not affect or otherwise limit any claim made or available under the R&W Insurance Policy. (e) The representations and warranties in this Agreement which survives and the Closing Date as specified in Section 10.11 hereofAncillary Agreements shall not be affected or diminished by, (ii) and no right of indemnification hereunder shall be limited by reason of any failure of the Buyer investigation or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related to the Purchased Assets on audit conducted before or after the Closing Balance Sheet Dateor the knowledge of any Party of any breach of a representation, warranty, covenant or agreement by the other Party at any time, or the decision of any Party to complete the Closing. (f) For purposes of this Article VII (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Losses with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification (including, for the avoidance of doubt, the phrase “in all material respects”) contained in or otherwise applicable to such representation or warranty.

General Indemnification. (a) TMS shall indemnify, hold harmless and defend the Buyer and Parent, and their respective, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Buyer's Indemnified Parties") from and against any and all Damages suffered by the Buyer's Indemnified Parties (i) arising out of a breach or inaccuracy of or failure to comply with any representation, warranty or covenant made by TMS in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) arising out of or resulting from or based upon any Liabilities other than the Assumed Liabilities, (iii) arising out of or resulting from TMS' and its representatives' use of the Purchased Assets after the Closing Date, or (iv) arising out of or resulting from or based upon the Retained Assets. (b) The Buyer and the ParentEach Shareholder, jointly and severally, covenant each holder of Assumed Options, jointly and agree severally (through the Aggregate Option Holdback Amount), and each recipient of Management Bonus Plan Payments, jointly and severally (through the Aggregate Bonus Holdback Amount), covenants and agrees to indemnify, defend, protect and hold harmless the Indemnified Parties from, against and defend TMSin respect of all Damages suffered, its officerssustained, managersincurred or paid by any Indemnified Party, employeesin each case in connection with, shareholdersresulting from or arising out of, assignsdirectly or indirectly: (i) the Breach of any representation or warranty made by the Company or any Key Shareholder set forth in this Agreement, successors in any Company Proposed Supplement that complies with Section 6.17(b) hereof or, subject to the last sentence of Section 6.17(b), in any other agreement or certificate required to be executed and affiliates delivered contemporaneously herewith or at the Closing (collectivelybut excluding the Employment Agreements and the Key Employee Agreements); provided that, the "Seller's Indemnified Parties"liability of any Key Shareholder in excess of the Escrow Deposit for any Breach of any representation or warranty set forth in Article IV hereof or in the Voting Agreement or the Letter of Transmittal shall be several and not joint (and the corresponding liability of such Key Shareholder for any indemnification under Section 9.1(ii) from for any Breach of such representation or warranty set forth in Article IV hereof or in the Voting Agreement or the Letter of Transmittal shall also be several and against not joint to the extent that such liability exceeds the Escrow Deposit); (ii) the Breach of any covenant or agreement on the part of the Company or any Key Shareholder set forth in this Agreement or in any agreement or certificate required to be executed and delivered by the Company or any Key Shareholder contemporaneously herewith or at the Closing pursuant to this Agreement or in the transactions contemplated hereby (but excluding the Employment Agreements and the Key Employee Agreements); (iii) the amounts of any Indebtedness (other than Bridge Notes as to which the Company has timely received a Conversion Notice) or Non-Ordinary Course Liabilities in excess of the amounts finally determined pursuant to Section 1.10 hereof but which were not taken into account in the Post-Closing Adjustment or the Estimated Closing Adjustment; (iv) the Benefit Plans and any and all Damages suffered benefits accrued under the Benefit Plans as of the Closing Date and any and all other Liabilities arising out of, or in connection with the form or operation of the Benefit Plans on or prior to the Closing Date (other than any such Liabilities that reduce or are paid from the Total Consideration pursuant to Section 1.9 hereof); (v) any indemnification payments by Parent or the Company (to the extent not covered by insurance), resulting from the Company’s actual fraud, intentional misrepresentation or criminal matters or from a Breach by the Seller's Indemnified Parties Company or any Key Shareholder of this Agreement, the Company Transaction Agreements, the Voting Agreement or the Escrow Agreement to persons who were officers or directors of the Company or any of its Subsidiaries at or prior to the Closing pursuant to indemnification provisions contained in any Contract with the Company or any of its Subsidiaries or under the Articles of Incorporation, as amended by the Charter Amendment or bylaws of the Company or any of its Subsidiaries (i“D&O Payments”); (vi) the matters set forth on Appendix C; (vii) any inaccuracies in the Statement of Closing Consideration delivered pursuant to Section 1.9(c); (viii) any and all Liabilities for Taxes (x) in connection with or arising out of a breach the activities or inaccuracy business of the Company or failure its Subsidiaries on or prior to comply with any representation, warranty or covenant made by the Buyer or the Parent in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) by reason of any failure excess of the Buyer amount of such Taxes reflected as a liability in the computation of Closing Net Assets, or (y) owing by any Person other than the Parent to pay, honor, perform Company or otherwise discharge its Subsidiaries for which the Assumed Liabilities Company or its Subsidiaries may be liable and which arises from events or circumstances existing or occurring on and after or before the Closing Date, including, without limitation (A) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign law), (B) as a transferee or successor, or (iiiC) arising out by Contract; (ix) with respect to each Dissenting Share, any payments by Parent in respect of or resulting from the Buyer or the Parent's use demands for appraisal of or operation of the Business related such Dissenting Shares to the Purchased Assets extent such payments exceed the net amount paid to a share of Company Stock of a same class and series that is not a Dissenting Share, taking into account this Article IX and the Escrow Agreement; (x) the failure by the Company to make any notices or obtain any consents, licenses, permits or approvals listed or required to be listed on or after Schedule 3.3 to the Closing Balance Sheet DateDisclosure Schedule.

General Indemnification. (a) TMS shall indemnifySection 9.2.1 Subject to the provisions of Section 9.5, hold harmless and defend the Buyer and Parent, and their respective, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Buyer's Indemnified Parties") from and against any and all Damages suffered by the Buyer's Indemnified Parties (i) arising out of a breach or inaccuracy of or failure to comply with any representation, warranty or covenant made by TMS in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) arising out of or resulting from or based upon any Liabilities other than the Assumed Liabilities, (iii) arising out of or resulting from TMS' and its representatives' use of the Purchased Assets if after the Closing Date, the Purchaser and/or its officers, directors, employees, Affiliates and/or agents (each a “Purchaser Indemnitee” and together the “Purchaser Indemnitees”) suffer, without any duplication, any damages, losses, liabilities, obligations, claims of any kind, interest or expenses (ivincluding reasonable attorneys’ fees and expenses) (“Loss”) as a result of, in connection with, or arising out of or resulting from or based upon the Retained Assets. (b) The Buyer and the Parent, jointly and severally, covenant and agree to indemnify, hold harmless and defend TMS, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Seller's Indemnified Parties") from and against any and all Damages suffered by the Seller's Indemnified Parties (i) arising out any breach of a breach any representation or inaccuracy of or failure to comply with any representation, warranty or covenant made by the Buyer Company or the Parent Seller contained in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, Article III or Article IV and (ii) by reason of any failure by the Company to perform any of its covenants or agreements contained herein which are to be performed by the Buyer Company at or before the Parent Closing, and (iii) any failure by the Seller to pay, honor, perform any of its covenants or otherwise discharge agreements contained herein which are to be performed by the Assumed Liabilities Seller on and or after the Closing Date, then, subject to the other provisions of this Article IX, such Purchaser Indemnitee(s) shall be entitled to be reimbursed the amount of such Loss from the Escrow Account to the extent of available funds, and then, the Seller shall indemnify the Purchaser Indemnitees for such Loss. Section 9.2.2 After the Closing, each of the Purchaser and the Company agrees to indemnify, defend and hold the Seller, its members, officers, directors, employees, Affiliates and/or agents (each a “Seller Indemnitee” and together the “Seller Indemnitees”) harmless from any Loss suffered or paid, directly or indirectly, as a result of, in connection with, or arising out of (i) any breach of any representation or warranty made by the Purchaser in this Agreement contained in Article V, (ii) any failure by the Purchaser to perform any of its covenants or agreements contained herein, and (iii) arising out any breach by the Company or any of its Subsidiaries of any of its covenants or resulting from agreements contained herein which are to be performed by the Buyer Company or any of its Subsidiaries after the Parent's use of or operation Closing. Section 9.2.3 The obligations to indemnify and hold harmless pursuant to Section 9.2.1 and pursuant to Section 9.2.2 shall survive the consummation of the Business related transactions contemplated hereby for the period set forth in Section 9.1, except for claims for indemnification pursuant to such clauses asserted prior to the Purchased Assets on end of such period which claims shall survive until final resolution thereof. Section 9.2.4 Seller shall have no right of contribution, reimbursement or after subrogation, or any similar rights, against the Closing Balance Sheet DateCompany or any of its Subsidiaries for any indemnification payment made or owing by Seller, and Seller hereby waives any and all such rights.

General Indemnification. (a) TMS shall From and after the Closing Date, each Nominee shall, severally and not jointly or jointly and severally (as determined below), indemnify, hold harmless and defend the Buyer and Parent, and their respective, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Buyer's each Indemnified Parties") Party from and against any and all Damages suffered Losses asserted against, imposed upon or incurred by the Buyer's Indemnified Parties Party, to the extent resulting from (i) arising out any breach of a breach or inaccuracy of or failure to comply with any representation, warranty warranty, covenant or covenant made by TMS obligation of such Nominee contained in this Agreement which survives Agreement, or in any Exhibit, certificate or affidavit delivered by such Nominee pursuant hereto or pursuant to the Closing Date as specified in Section 10.11 hereofContribution Agreement, (ii) arising out any Related Contributor’s breach of any representation, warranty, covenant or resulting from obligation of such Related Contributor contained in the Contribution Agreement or based upon in any Liabilities other than the Assumed LiabilitiesSchedule, Exhibit, certificate or affidavit attached thereto or delivered by such Related Contributor pursuant thereto, (iii) arising out any breach by the ▇▇▇▇▇▇ Contributors of a representation or resulting from TMS' warranty contained in Sections 2.11 through and its representatives' use including 2.27 of Exhibit C attached to the ▇▇▇▇▇▇ Contribution Agreement, but only if such Nominee received consideration in respect of the Purchased Assets after the Closing DateProperty to which such breach relates, or (iv) arising out any breach by TMG of a representation or resulting from warranty contained in Sections 2.11 through and including 2.27 of Exhibit C attached to the TMG Contribution Agreement, but only if such Nominee received consideration in respect of the Property to which such breach relates. In each case, the indemnifying party or based upon parties shall (collectively, if applicable) only bear the Retained Assetsfees, costs or expenses in connection with the employment of one counsel (regardless of the number of Indemnified Parties). For avoidance of doubt, in no event shall the obligations of any Nominee under the Contribution Agreement and hereunder be duplicative. (b) The Buyer Each Nominee shall also, severally and the Parent, not jointly or jointly and severallyseverally (as determined above), covenant indemnify and agree to indemnify, hold harmless and defend TMS, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Seller's Indemnified Parties") Parties from and against any and all Damages suffered Losses asserted against, imposed upon or incurred by the Seller's Indemnified Parties to the extent resulting from an unrelated third-party claim arising from (i) arising out of a breach or inaccuracy of or any Related Contributor’s failure to comply timely pay any fees and expenses for which it is responsible pursuant to the Contribution Agreement in connection with any representation, warranty or covenant made by the Buyer or the Parent in this Agreement which survives the Closing Date as specified in Section 10.11 hereoftransactions contemplated thereby, (ii) such Nominee’s failure to timely pay any fees and expenses of such Nominee for which it is responsible pursuant to this Agreement or pursuant to the Contribution Agreement in connection with the transactions contemplated by reason of any failure of the Buyer or the Parent to payeach such Agreement, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out any Excluded Liabilities of or resulting any Related Contributor. (c) With respect to any claim of an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy which covers the matter which is the subject of the indemnification prior to seeking indemnification from a Nominee until all proceeds and benefits, if any, to which the Buyer Operating Partnership or the Parent's use Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by a Nominee for the benefit of or operation any Indemnified Party, then the Indemnified Party shall reimburse such Nominee in an amount equivalent to such proceeds in excess of the Business related any deductible amount pursuant to Section 3.6(a) up to the Purchased Assets on amount actually paid (or after deemed paid) by such Nominee to the Closing Balance Sheet DateIndemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by a Nominee with respect to insurance coverage disputes shall constitute Losses paid by such Nominee for purposes of Section 3.2(a)).

General Indemnification. (a) TMS 9.1.1 Subject to Section 9.1.3 and the other Sections of this Article 9, Seller shall indemnify, hold harmless and defend the Buyer and Parentindemnify Purchaser in respect of, and their respective, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Buyer's Indemnified Parties") hold it harmless from and against against, any and all Damages suffered Losses suffered, incurred or sustained by the Buyer's Indemnified Parties (i) Purchaser or any Group Company, or to which any of them becomes subject, resulting from, arising out of a or relating to any breach of warranty contained in Article 3 hereof or inaccuracy non-fulfillment of or failure to comply with perform any representation, warranty or covenant made by TMS on the part of Seller contained in this Agreement Agreement. 9.1.2 Subject to the other Sections of this Article 9, Purchaser shall indemnify Seller in respect of, and hold it harmless from and against, any and all Losses suffered, incurred or sustained by Seller or to which survives the Closing Date as specified in Section 10.11 hereofSeller becomes subject, (ii) resulting from, arising out of or resulting from relating to any breach of warranty or based upon any Liabilities other than the Assumed Liabilities, (iii) arising out of or resulting from TMS' and its representatives' use of the Purchased Assets after the Closing Date, or (iv) arising out of or resulting from or based upon the Retained Assets. (b) The Buyer and the Parent, jointly and severally, covenant and agree to indemnify, hold harmless and defend TMS, its officers, managers, employees, shareholders, assigns, successors and affiliates (collectively, the "Seller's Indemnified Parties") from and against any and all Damages suffered by the Seller's Indemnified Parties (i) arising out of a breach or inaccuracy non-fulfillment of or failure to comply with perform any representation, warranty covenant or covenant made by agreement on the Buyer or the Parent part of Purchaser contained in this Agreement which survives or any document delivered hereunder. 9.1.3 Notwithstanding anything to the Closing Date contrary contained in this Agreement, no amounts of indemnity shall be payable as specified a result of any claim in respect of a Loss arising under Section 10.11 hereof9.1.1: (i) unless, with respect to any claim (including claims relating to substantially the same factual circumstances), such claim involves Losses in excess of twenty thousand Dollars (USD 20,000); (ii) by reason unless and until Purchaser or a Group Company, as the case may be, have suffered, incurred, sustained or become subject to Losses referred to in such paragraph in excess of any failure of one hundred thousand Dollars (USD 100,000) in the Buyer or the Parent to payaggregate, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or in which case such Losses shall be redeemed in full; (iii) if Purchaser and the Group Companies have received payments in respect of claims made under such paragraph of an amount equal to 20% of the Final Purchase Price in the aggregate; and (iv) to the extent it arises from or was caused by actions taken or failed to be taken by Purchaser or any of its Affiliates after the Closing; provided that the limitations contained in clauses (i) – (iii) shall not apply to Losses arising out from breach of or resulting from the Buyer Fundamental Warranties or the Parent's use agreements and covenants of or operation of Seller contained in this Agreement, recovery for which in all cases in the Business related aggregate shall be limited to an amount equivalent to the Purchased Assets Final Purchase Price. 9.1.4 It is specifically agreed that the Swedish Sale of Goods Act (Sw: köplagen (1990:931)) or any other similar laws or legal principles shall not apply to this Agreement, and thus no Party shall have the right to rescind this Agreement. 9.1.5 The limitations on indemnification contained in this Section 9.1 shall not apply in the case of fraud or after the Closing Balance Sheet Dategross negligence.

General Indemnification. (a) TMS Subject to the provisions contained in this Article VII, from and after the Closing, Seller shall indemnify, indemnify and hold harmless and defend the Buyer and Buyer, Parent, and their respectiverespective Affiliates, its officersRepresentatives, managerssuccessors, employees, shareholders, assigns, successors and affiliates permitted assigns (collectively, the "Buyer's “Buyer Indemnified Parties"Persons”) from and against in respect of any and all Damages suffered by the Buyer's Losses that any Buyer Indemnified Parties Person incurs, sustains, or suffers as a result of, relating to, or caused by: (i) arising out any breach of a breach or inaccuracy in any representation or warranty made by Seller in Article II or in any other Transaction Document; (ii) any nonfulfillment of or failure to comply with breach by Seller of any representationcovenant, warranty agreement, or covenant obligation made by TMS Seller in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) arising out of or resulting from or based upon any Liabilities other than the Assumed Liabilities, Transaction Document; or (iii) arising out of any Excluded Liabilities or resulting from TMS' and its representatives' use of the Purchased Assets after the Closing Date, or (iv) arising out of or resulting from or based upon the Retained Excluded Assets. (b) The Subject to the provisions contained in this Article VII, after the Closing, Buyer and the Parent, jointly on a joint and severallyseveral basis, covenant shall indemnify and agree to indemnify, hold harmless Seller and defend TMSits Affiliates, its officersRepresentatives, managerssuccessors, employees, shareholders, assigns, successors and affiliates permitted assigns (collectively, the "Seller's “Seller Indemnified Parties"Persons”) from and against in respect of any Losses that any Seller Indemnified Person incurs, sustains, or suffers as a result of: (i) any breach of or inaccuracy in any representation or warranty made by Buyer or Parent contained in Article III; (ii) any nonfulfillment of or breach by Buyer or Parent of any covenant, agreement, or other obligation made by Buyer or Parent in this Agreement; 05466425.6 47 (iii) any and all Damages Losses suffered or incurred by the any Seller Indemnified Persons in connection with Seller's Indemnified Parties (i) arising out of a breach or inaccuracy of or failure ’s obligations pursuant to comply with any representation, warranty or covenant made by the Buyer or the Parent in this Agreement which survives the Closing Date as specified in Section 10.11 hereof, (ii) by reason of any failure of the Buyer or the Parent to pay, honor, perform or otherwise discharge the Assumed Liabilities on and after the Closing Date, or (iii) arising out of or resulting from the Buyer or the Parent's use of or operation of the Business related 4.12 other than to the Purchased Assets on extent any such Losses are suffered or after the Closing Balance Sheet Dateincurred as a result of Fraud; or (iv) any Assumed Liabilities.